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Indemnification Policy

1. Purpose & Scope

StarWave Entertainment is committed to maintaining a secure, legally compliant, and respectful environment for all stakeholders. This policy establishes the framework for indemnification, ensuring that parties assume appropriate responsibility for their actions, contributions, and use of our entertainment services, production materials, and digital platforms.

2. User & Third-Party Indemnification Obligations

By engaging with StarWave Entertainment, you agree to indemnify, defend, and hold harmless StarWave Entertainment, its subsidiaries, affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, expenses, costs, and attorneys’ fees arising out of or related to:

• Your violation of this Policy, our Terms of Service, or any applicable laws, regulations, or third-party rights;
• Your use of our platforms, streaming services, event access, or production tools;
• Any content, materials, or information you submit, upload, post, or transmit through our services;
• Alleged or actual infringement of intellectual property, privacy, publicity, or other proprietary rights;
• Any direct or indirect harm caused to other users, partners, or the public through your actions or omissions.

3. StarWave Entertainment’s Right to Defense

In the event of a third-party claim covered under this policy, StarWave Entertainment reserves the right to:

1. Assume exclusive control of the defense, settlement, or resolution of such claim;
2. Select and retain legal counsel of its choosing, provided the indemnifying party is notified in writing and given a reasonable opportunity to participate;
3. Decline any settlement that imposes non-monetary obligations or liabilities on StarWave Entertainment without prior written consent.

4. Notice & Cooperation Requirements

To trigger indemnification obligations, the claiming party must promptly notify StarWave Entertainment in writing of any threatened or actual claim. The notice must include sufficient detail regarding the nature of the claim, the parties involved, and any known damages. Failure to provide timely notice may waive indemnification rights, except to the extent such prejudice is not materially affected.

The indemnifying party shall cooperate fully in the defense or settlement of any claim, including providing access to relevant documents, witnesses, and technical expertise at no additional cost to StarWave Entertainment.

5. Limitations & Exclusions

This indemnification policy does not apply to claims arising from:

• StarWave Entertainment’s sole negligence, willful misconduct, or gross breach of contractual obligations;
• Products, services, or content created solely by StarWave Entertainment without third-party input;
• Force majeure events or circumstances beyond reasonable control;
• Claims where indemnification is explicitly prohibited by applicable law.

Under no circumstances shall indemnification extend to punitive, consequential, or indirect damages unless expressly required by statute.

6. Governing Law & Jurisdiction

This Indemnification Policy shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes arising from or related to this policy shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

7. Severability & Amendments

If any provision of this policy is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. StarWave Entertainment reserves the right to modify, update, or amend this Indemnification Policy at any time. Material changes will be communicated via email, platform notification, or updated publication date above.

8. Contact for Legal Inquiries

For questions, claims, or legal correspondence regarding this Indemnification Policy, please contact our Legal Department:

By continuing to use StarWave Entertainment’s services, you acknowledge that you have read, understood, and agree to be bound by this Indemnification Policy.