Effective 7 October 2026 (this version replaces the version dated 28 November 2016)

1. Application of terms

These Terms apply to your use of the services that Spalk (U.S.) Incorporated of Level 9, WeWork, 750 Lexington Ave, New York, NY 10022, USA provides you under the Spalk brand, including all associated domains, subdomains and subdirectories in the Spalk Website (the “Website”). By accessing and using the Website:

1. You agree to these Terms; and
2. where your access and use is on behalf of another person (e.g. any Commentator or a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms. In addition, by creating or operating an account on behalf of another person, you warrant and represent that you have all necessary rights and consents in respect of, any Content and other data submitted to the Website through that account, including the right to grant the license set out in clause 9 (License) in respect of any User Content submitted through that account.

If you do not agree to these Terms, you are not authorized to access and use the Website, and you must immediately stop doing so. If you are a Commentator directly engaged by Spalk, the contract between you and Spalk in respect of your provision of commentary services is formed by these Terms together with the Freelance Commentator Agreement entered into between you and Spalk (the “Freelance Commentator Agreement”), which together constitute the entire agreement between you and Spalk in respect of that subject matter, as further explained in clause 21.

2. Changes

We may change these Terms at any time by updating them on the Website. If you create an account or first agree to these Terms after a change is posted, the changed Terms apply to you immediately. If you already had an account or had already agreed to these Terms before a change is posted, the changed Terms will take effect in relation to your existing relationship with Spalk 30 days after we post the change or otherwise notify you of it, unless the change is required for legal or regulatory reasons or addresses new functionality, in which case it may take effect immediately. Where a change is significant, for example because it affects our or your rights, we will bring it to your attention before it takes effect, such as by giving notice on the Website, and we will explain whether it applies to existing Content and User Content. During this 30 day period, you may object to the changed Terms applying to your existing relationship with Spalk by notifying us at contact@spalk.co. If you object you must stop using the Website after this 30 day period ends as the changed Terms will apply to any new use of the Website after this 30 day period ends. However if you object and you are a Commentator still committed, on the expiry of this 30 day period, to deliver an existing series (whether directly engaged by Spalk or via one of Spalk’s clients), this 30 day period will be extended until you have completed that committed series after which the changed Terms will apply to any new use of the Website by you. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Website after the 30 day period ends (or, if applicable, any extension), you agree to be bound by the changed Terms.

We may change, suspend, discontinue, or restrict access to, the Website without notice or liability.

3. Definitions

In these Terms:

• Commentator means users with an account on Spalk who distribute live streamed and pre-recorded audio and audio-visual commentaries and other related activities
• Content means audio and/or video and any other content available on the Website
• Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including reasonable attorneys' fees and costs on a full indemnity basis
• Personal information means information about an identifiable, living person
• Terms means these terms and conditions titled Website Terms of Use
• Underlying System means any network, system, software, data or material that underlies or is connected to the Website
• User Content means any written, audio, video, audiovisual or other content or data (including audio or text commentary and other user generated content) that a User submits, uploads, posts, streams or otherwise makes available on or through the Website
• User means any person who accesses or uses the Website, including a Commentator, and “users” has a corresponding meaning
• User Credentials means a unique name and/or password allocated to you to allow you to access certain parts of the Website
• We, us or our means Spalk (U.S.) Incorporated, a Delaware corporation with its principal place of business at Level 9, WeWork, 750 Lexington Ave, New York, NY 10022, USA
• Website means spalk.tv and all of its subdomains and subdirectories, including www.spalk.tv and app.spalk.tv (the Spalk Virtual Commentary Studio)
• You means you or, if clause 1.2 applies, both you and the other person on whose behalf you are acting

4. Your obligations

You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.

If you are given User Credentials, you must keep your User Credentials secure and:

1. Not permit any other person to use your User Credentials, including not disclosing or providing it to any other person; and
2. Immediately notify us if you become aware of any unauthorized use or disclosure of your User Credentials, by sending an email to contact@spalk.co

You must:

1. not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System; and
2. unless with our agreement (including any agreement with us covering the use of our published integration APIs), access the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.

You indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses our Website by using your User Credentials.

5. Using the service

The performance of the streaming or playing of Content via the Website depends on your internet connection, the specifications of your device and other functions being performed by your device at the time. We will have no responsibility for poor performance of the Website or any delay or inability to stream or play any Content due to these factors.

You may not be able to access our services via the Website if your network configuration prohibits you from streaming video (e.g. if your firewall or filtering mechanisms prevent access to certain websites or file types).

We decide what Content is available on the Website and the viewing or listening period that applies to the Content and whether the Content is available on a live or delayed basis. Unless we specify otherwise, not all live Content will necessarily be available on a delayed basis, and vice versa.

The Website may contain 3rd party information, including advertising, marketing materials, images, editorial commentary and links to third party websites. We do not endorse that advertising and are not responsible for any reliance that you place on it.

In using the Website, you must not, except as expressly authorized by us or by the relevant rightsholder in connection with the commentary services provided through the Website:

1. Display or make the Content available in any public place or to the public or any section of the public;
2. Distribute, transmit or resupply the Content to any other person;
3. Republish or re-transmit Content from the Website (including republication on another website);
4. Sell, rent, lease or sub-license the Content;
5. Copy, edit, modify, reproduce, create derivative works from, alter or adapt the Content or any portion thereof (including without limitation by “burning”, peer-to-peer file sharing, posting, uploading or downloading or in any other way breach copyright in the Content)
6. Use the Content for any commercial purposes;
7. Create any translation of, or otherwise delete or augment, the Content; or bypass, circumvent or attempt to bypass or circumvent any measure used by Spalk or its partners to prevent or restrict access to the Content.

You must be at least 18 years old to use the Website. By using the Website you confirm that you are 18 or over and that you are using it for business or professional purposes.

6. Intellectual property

We (and our licensors) own all proprietary and intellectual property rights in the Website (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and the Underlying Systems.

7. Copyright

Spalk respects the intellectual property rights of others and expects its users to do the same. It is Spalk’s policy in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

If you believe that content on the Website infringes your copyright or other intellectual property rights, please send a notice to our designated copyright agent, Spalk (U.S.) Incorporated (Attn: Copyright Agent), Level 9, WeWork, 750 Lexington Ave, New York, NY 10022, USA, by email to contact@spalk.co, including

1. your name, address, telephone number and email address;
2. identification of the copyrighted work (or other intellectual property) that you claim has been infringed;
3. identification of the material that you claim is infringing and information reasonably sufficient to permit us to locate it (for example the URL, account name, date and time);
4. a statement that you have a good faith belief that the use of the material is not authorized by the rights owner, its agent or the law;
5. a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the rights owner or are authorized to act on the owner's behalf; and
6. your physical or electronic signature.

We will review notices that meet these requirements and may remove or disable access to the material identified. If material you posted is removed in response to a notice and you believe the removal was a mistake or a misidentification, you may send our designated agent a counter-notice containing the information required by 17 U.S.C. §512(g)(3), and we may restore the material if the complaining party does not file a court action within the period that law allows.

We may remove content and/or suspend or terminate the accounts of users who infringe the intellectual property rights of others.

8. Disclaimers

To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person in connection with:

1. the Website being unavailable (in whole or in part) or performing slowly;
2. any error in, or omission from, any information made available through the Website;
3. any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Website. To avoid doubt, you are responsible for ensuring the process by which you access and use the Website protects you from this; and
4. any site linked from the Website. Any link on the Website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.

We make no representation or warranty that the Website is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Website is not illegal or prohibited, and for your own compliance with applicable local laws. We do not represent or warrant that the Website will be error-free, free of any viruses or bugs or compatible with any other software or material. Except as expressly set out in these Terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.

9. License

License from Spalk: If you sign up for an account on Spalk, subject to your compliance with these Terms, Spalk hereby grants to you a personal, limited, non-exclusive, non- transferable, freely revocable license to use the Spalk Website.

License to Spalk: Unless otherwise agreed to in a written agreement between you and Spalk that was signed by an authorized representative of Spalk:

1. Subject to applicable Data Protection Law and our Privacy Policy in respect of any personal information contained in your User Content, by creating, processing or distributing User Content through the Website you hereby grant to Spalk a worldwide, nonexclusive, royalty-free, perpetual, transferable and fully sublicensable right to use, host, convert for streaming, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit your User Content, in any form, format, media or media channels now known or later developed or discovered for Spalk’s products and services (including without limitation, marketing, improving, training, testing and developing new products and services, including new AI enabled products and services) and otherwise to provide, promote and improve the Website and Spalk's other services. You grant Spalk and our sublicensees the right to use the name that you submit in connection with that content, if we or they choose. You hereby irrevocably waive, and agree not to assert against Spalk, all moral rights and all performers' rights (in each case, however arising and under any applicable law) that you have or may have in your User Content, in each case to the extent Spalk exercises the license granted in this clause 9, and, in any jurisdiction where such rights cannot be waived, you agree not to assert them against Spalk for that purpose.

10. User content representations and warranties

You are solely responsible for your User Content and the consequences of posting or publishing it. By uploading and publishing your User Content, you represent, and warrant that:

1. you are the creator and owner of the User Content or otherwise have sufficient rights and authority to grant the rights granted herein;
2. your User Content does not and will not:
   1. infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or;
   2. slander, defame, or libel any other person.
3. your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code. Spalk reserves all rights and remedies against any User who breaches these representations and warranties.

11. User content is posted at your own risks

Spalk uses reasonable security measures in order to attempt to protect User Content. However, Spalk cannot guarantee that there will be no unauthorized copying or distribution of User Content nor will Spalk be liable for any copying or usage of the User Content not authorized by Spalk. You hereby release and forever waive any claims you may have against Spalk for any such unauthorized copying or usage of the User Content, under any theory.

12. Liability

Notwithstanding any other provision of these Terms, our liability to you shall not be limited in any way in relation to: (i) our gross negligence or willful misconduct; (ii) our fraud or fraudulent misrepresentation; or (iii) any other losses which cannot be excluded or limited under applicable law.

To the maximum extent permitted by law:

1. you access and use the Website at your own risk; and
2. we exclude our liability to you or any other person for any of the following under or in connection with these Terms, the Website, or your access and use of (or inability to access or use) the Website, regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise: any loss of profits, revenue, business, contracts, anticipated savings, goodwill or reputation, and any indirect or consequential loss, in each case whether direct or indirect and whether or not such loss was foreseeable.

Nothing in these Terms limits or excludes our liability for any breach of our obligations under Article 39-F of the New York General Business Law (including sections 899-aa and 899-bb, relating to data security and breach notification) to the extent such liability cannot lawfully be limited or excluded. To the maximum extent permitted by law, our total liability to you under or in connection with these Terms, or in connection with the Website, or your access and use of (or inability to access or use) the Website, regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise, shall not exceed US$100.

These Terms are a business-to-business contract and you confirm that you are using the Website for business or professional purposes. If, despite this, mandatory consumer protection law applies to you, nothing in these Terms limits or excludes our liability to you in a way that is not permitted by that law.

13. Sanctions

You warrant that you are not, and are not owned or controlled by, a person that is: (a) the subject of economic or trade sanctions, embargoes or restrictive measures administered or imposed by the United States (including by the US Office of Foreign Assets Control), the United Nations Security Council, the European Union, the United Kingdom, or any other government or international organization with jurisdiction over Spalk or you; or (b) included on any list of sanctioned, restricted or ineligible parties maintained by any such government or organization. You must not use the Website, or receive any payment in connection with the Website, in breach of any such sanctions. A breach of this clause is a material breach of these Terms.

14. Confidentiality

You must keep confidential, and must not use except to exercise your rights or perform your obligations under these Terms, any information disclosed to you by us that is marked as confidential or that would reasonably be regarded as confidential given its nature or the circumstances of disclosure (“Confidential Information”), except that you may disclose Confidential Information: (a) to your personnel, professional advisers or service providers who need to know it for the purposes of these Terms, provided they are bound by confidentiality obligations no less protective than this clause; or (b) as required by applicable law, a court, or a government or regulatory authority, provided that (where lawful and practicable) you give us reasonable advance notice. This clause does not apply to information that is or becomes public other than through a breach of this clause, was already known to you without an obligation of confidence or is independently developed by you. This clause survives termination of these Terms for a period of five years.

15. Derived Data

We may create and use Derived Data, being: (a) data, analytics or analysis derived from Content, User Content or your use of the Website, including data processed or stored as mathematical constructs and any statistical, aggregated or anonymized data; and (b) usage patterns, trends, learnings or learned behaviors derived from the operation of the Website and our services. As between you and Spalk, we own all Derived Data, and nothing in these Terms assigns or licenses any Derived Data to you, except to the extent that a separate written agreement expressly provides otherwise. Our use of any personal information within Derived Data is subject to our Privacy Policy.

16. Data protection

We are the controller of any personal information you submit to us via the Website or otherwise in connection with your use of the Website (except where we process personal information on behalf of a rightsholder under a separate written agreement, in which case we act as that rightsholder's processor), and we will handle that personal information in accordance with our Privacy Policy and applicable data protection and privacy law (including, where applicable to you, the New Zealand Privacy Act 2020, the UK Data Protection Act 2018 and UK GDPR, the EU GDPR, and applicable US federal and state privacy law) (together, “Data Protection Law”). Where we act as a processor, the sub-processors we use are listed at spalk.tv/legal/subprocessors and are engaged in accordance with that separate written agreement. Each party must comply with its obligations under applicable Data Protection Law in connection with these Terms.

17. Assignment and subcontracting

These Terms are personal to you. You must not assign, transfer, charge, subcontract, declare a trust over, or otherwise deal with any of your rights or obligations under these Terms without our prior written consent. We may at any time assign, transfer, charge, declare a trust over, or otherwise deal with any of our rights under these Terms, and may subcontract any of our obligations under these Terms, provided that we remain responsible for the acts and omissions of our subcontractors as if they were our own.

18. Text and data mining

You must not, and must not authorize, facilitate or permit any other person to, conduct text or data mining or web scraping in relation to the Website or any Content or User Content, whether using a robot, spider, scraper or other automated tool, for any purpose, including to develop, train, fine-tune or validate any artificial intelligence or machine learning system or model. This clause is an express reservation of our rights under any applicable law permitting such a reservation, including (where applicable) Article 4(3) of Directive (EU) 2019/790 on copyright in the Digital Single Market, and applies only to the extent we are able to exclude or limit such activity by contract under applicable law.

19. Privacy policy

Our Privacy Policy, Cookie Policy and list of sub-processors can be found here: Privacy Policy, Cookie Policy and Sub-processors

20. Suspension and termination

Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, we may immediately, and without notice, suspend or terminate your access to the Website (or any part of it).

On suspension or termination, you must immediately cease using the Website and must not attempt to gain further access.

21. General

If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.

These Terms are primarily addressed to businesses and to individuals acting in a professional or business capacity. Where you are acting as a consumer, nothing in these Terms excludes, restricts or limits any right or remedy that you have under mandatory consumer protection law applicable to you that cannot be excluded or limited by agreement; to the extent of any conflict between such mandatory law and these Terms, the mandatory law prevails. These Terms, and any dispute relating to these Terms or the Website, are governed by and must be interpreted in accordance with the laws of the State of New York, without regard to its conflict of laws principles. You submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, in relation to any dispute connected with these Terms or the Website. This does not prevent us from bringing proceedings against you in any other court of competent jurisdiction, including the courts of the country in which you are located.

For us to waive a right under these Terms, the waiver must be in writing.

Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 4, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 21, continue in force.

If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

Subject to the following sentence, these Terms set out everything agreed by the parties relating to your use of the Website and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. If you have a separate written agreement with Spalk relating to the Website or Spalk's services (including any agreement between Spalk and a rightsholder), that agreement prevails over these Terms to the extent of any inconsistency. If you are a Commentator directly engaged by Spalk, these Terms together with the Freelance Commentator Agreement (and not either document alone) set out everything agreed between you and Spalk relating to your provision of commentary services, and references in this clause to "these Terms" are to be read as references to these Terms together with the Freelance Commentator Agreement. The parties have not relied on any representation, warranty or agreement relating to the Website or Spalk services that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.