Terms & Conditions
General Terms & Conditions
Welcome to the Dimisoft Ltd. ("StreamingVideoProvider") web site - http://www.streamingvideoprovider.com, http://www.streamingvideoprovider.com and any other web site(s), network(s) or service(s) owned and / or operated by StreamingVideoProvider. Any and all service(s) provided on or through the abovestated web sites or any other web site(s) owned and / or operated by StreamingVideoProvider shall be collectively referred to as the "StreamingVideoProvider Service".
YOU ARE ADVISED TO CAREFULLY READ THE FOLLOWING AGREEMENT. BY CLICKING "I AGREE", ACCESSING, BROWSING, AND / OR OTHERWISE USING THE STREAMINGVIDEOPROVIDER SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES (AS DEFINED HEREIN), AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE REQUESTED NOT TO USE THE STREAMINGVIDEOPROVIDER SERVICE.
1.Eligibility; Registration Information and Password; StreamingVideoProvider Service Access.
1.1 THE STREAMINGVIDEOPROVIDER SERVICE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 18 OR TO ANY USERS SUSPENDED OR REMOVED FROM THE STREAMINGVIDEOPROVIDER SERVICE BY STREAMINGVIDEOPROVIDER. BY USING THE STREAMINGVIDEOPROVIDER SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE STREAMINGVIDEOPROVIDER SERVICE.
1.2 If you are using or opening an account on the StreamingVideoProvider Service on behalf of a company, entity, or organization (collectively "Subscribing Organization"), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.
1.3 You agree that the information you provide to StreamingVideoProvider on registration and at all other times is true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up–to–date at all times. When you register, you will be asked to select a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
1.4 Subject to your compliance with all the terms and conditions contained herein, StreamingVideoProvider grants you permission to use the StreamingVideoProvider Service set forth hereunder.
3. Prohibited Conduct – BY USING THE STREAMINGVIDEOPROVIDER SERVICE YOU AGREE NOT TO:
3.1 Upload copyrighted material not your own or for which you don't have the legal right to distribute, display and otherwise make available to others including, but not limited to, TV shows, movies, or music videos;
3.2 Harass, threaten, or defraud other StreamingVideoProvider Users;
3.3 Upload or send to other StreamingVideoProvider Users illegal, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
3.4 Make unsolicited offers, advertisements, proposals, or send junk mail to other Users;
3.5 Impersonate another person or access another User's account without that person's permission;
3.6 Share StreamingVideoProvider–issued passwords with any third party or encourage any other User to do so;
3.7 Misrepresent the source, identity, or content of information transmitted via the StreamingVideoProvider Service; and
3.8 Use the StreamingVideoProvider Service for any illegal purpose.
4. Individual Features and Services. When using the StreamingVideoProvider Service, you may be subject to any additional posted guidelines or rules applicable to those specific services and features, which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into the Terms.
5. Modification of the Terms; Fees; Modification of Fees.
5.1 StreamingVideoProvider reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms contained herein at any time. Please check these Terms and any Guidelines periodically to keep abreast of the changes. Your continued use of the StreamingVideoProvider Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, the amended terms will automatically be effective 15 days after they are initially posted on the StreamingVideoProvider Service.
5.2 Certain products and services on the StreamingVideoProvider Service have fees associated with them. Please see the terms associated with such products or services for more information. Payment of the applicable fees shall be governed by the following terms:
(i) The fees shall be payable on monthly basis;
(ii) The monthly fees become due on the expiry of the 30th day from the date StreamingVideoProvider received the fees for the previous month;
(iii) The fees can be paid online, or over the phone or via bank transfer. However, the easiest and most convenient mode of payment is via standing order using the online payment gateway profile generated during the initial payment;
(iv) In the event the receipt of fees is skipped or cancelled by the online payment gateway or, for any reason, not received by StreamingVideoProvider when due, StreamingVideoProvider reserves the right to request all such outstanding fees or charges without taking into consideration the status of your account, whether active, suspended, terminated, or closed.
(v) All payments received by StreamingVideoProvider shall be non-refundable.;(this is not applicable for payments made via CCBills checkout.)
(vi) In the event, you have not paid the monthly fee, your account gets terminated. You can re-activate your account by paying the monthly fee any time before the expiry of ninety (90) days from the date of such termination. In the event, the account is not re-activated before the expiry of such ninety (90) days, all content associated with such account shall be removed and the account shall be made inaccessible to the user;
(vii) The payment plans can be accessed at http://www.streamingvideoprovider.com/prices.html/
(viii) In case of any discrepancy in the currencies, the valuation with regards to Great Britain Pund (GBP) shall prevail;
(ix) The unused video streams shall not be carried forward to the next month;
(x) Add-on streams shall not expire after the expiry of subscription month. However, the add-on streams can not be used if the account is suspended, dormant, or terminated.
5.3 StreamingVideoProvider reserves the right, in its sole discretion, to modify the existing payment plans at any time.
6. Prohibited Uses.
6.1 Access to the StreamingVideoProvider Service from territories where its content is illegal shall be prohibited. The StreamingVideoProvider Service is designed for customers in the United Kingdom, EU and the United States. Those who choose to access the StreamingVideoProvider Service from other locations do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, email, or privacy.
6.2 The use of StreamingVideoProvider Service for any purpose that is considered unlawful or illegal according to the applicable law is prohibited. You may not use the StreamingVideoProvider Service in any manner that, in our sole discretion, could damage, disable, overburden, or impair it or interfere with any other party's use and enjoyment of the StreamingVideoProvider Service. You may not attempt to gain unauthorized access to the StreamingVideoProvider Service or any of its parts, other accounts, computer systems or networks connected to the StreamingVideoProvider Service, through hacking, password mining or any other means, or interfere or attempt to interfere with the proper working of the StreamingVideoProvider Service or any activities conducted on the StreamingVideoProvider Service. You may not obtain or attempt to obtain any materials or information, through any means, not intentionally made available through the StreamingVideoProvider Service. You agree neither to modify the StreamingVideoProvider Service in any manner or form, nor to use modified versions of the StreamingVideoProvider Service, including (without limitation) for the purpose of obtaining unauthorized access to the StreamingVideoProvider Service.
6.3 The StreamingVideoProvider Service may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the StreamingVideoProvider Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the StreamingVideoProvider Service. 6A. Pay-Per-View. StreamingVideoProvider offers special feature of Pay-Per-View, wherein you can sell your videos online using the platform provided by this web site (http://www.streamingvideoprovider.com). For this purpose, the following special terms and conditions shall operate:
(i) All the provisions, clauses, and sub-clause conteined hereunder shall apply and govern the pay-per-view videos as well;
(ii) The pay-per-view feature enables the StreamingVideoProvider account holders to sell their videos using PayPal online payment gateway system;
(iii) You shall be solely responsible and liable to decide and fix the price for pay-per-view video streams in multiple currencies as facilitated by the Control Panel;
(iv) You shall be solely responsible and liable for payment of any facilitating, administrative, or processing fees or charges, as applicable under the PayPal policy rules and guidelines;
(v) StreamingVideoProvider disclaims any liability on account of skipping of, or downloading failure of, or cancellation of, or reversal of, or unexpected technical fault or malfunction in, the pay-per-view videos;
(vi) StreamingVideoProvider disclaims any liability on account of any dispute, for any reason whatsoever, among the buyer(s) and seller(s) of the pay-per-view videos;
(vii) StreamingVideoProvider disclaims any liability on account of the pay-per-view video(s) violating any, some or all the provisions, clauses, or sub-clauses contained hereunder including, but not limited to, violation of intellectual property rights of third parties, sexually explicit content, promoting or displaying violence, hatred, obscenity, defamation, etc.;
(viii) StreamingVideoProvider disclaims any liability on account of wrong pricing of videos, advertantly or inadvertantly, by the seller of the pay-per-view videos;
(ix) StreamingVideoProvider disclaims any liability on account of unauthorised downloading of pay-per-view videos by any member of the general public. Though StreamingVideoProvider exercises due diligence and employs industry standard data-protection measures, yet foolproof security mechanism cannot and is not guaranteed;
(x) StreamingVideoProvider disclaims any liability on account of distribution of pay-per-view videos by anyone on social networking media, or torrent web sites, or in any online or offline media, whether such videos were procured legally or illegally.
7. Feedback. If you provide StreamingVideoProvider with any comments, bug reports, feedback, or modifications proposed or suggested by you to the StreamingVideoProvider Service ("Feedback"), StreamingVideoProvider shall have the right to use such Feedback at its discretion, including, but not limited to, the incorporation of such suggested changes into the StreamingVideoProvider Service and the right to assign, license or otherwise use the StreamingVideoProvider Service. You hereby grant StreamingVideoProvider a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate and use your Feedback for any purpose.
8.1 By StreamingVideoProvider. StreamingVideoProvider reserves the right, in its sole discretion, at any time, with or without notice to anyone, to:
(i) remove and discard all or any part of your account or any content uploaded by you;
(ii) terminate any account (or any part thereof) you may have with StreamingVideoProvider;
(iii) terminate the use of the StreamingVideoProvider Service;
(iv) discontinue providing access to the StreamingVideoProvider Service, or any part thereof;
(v) discontinue and remove all such user accounts that have not been used or are deactivated on account of either non-payment of applicable fees or cancellation for an uninterrupted period of 90 calendar days;
(vi) terminate access to the StreamingVideoProvider Service and remove all content submitted by any persons who are found to be infringing copyright or othe intellectual property rights of any other person;
(vii) terminate your use of the StreamingVideoProvider Service on the grounds of any suspected fraudulent, abusive, or illegal activity; and to refer about such activity to appropriate law enforcement authorities. Notwithstanding anything to the contrary contained hereinabove, it shall be the endeavour of StreamingVideoProvider not to exercise the discretion mentioned hereinabove except under compelling circumstances of the obvious breach of the Terms contained hereunder. You agree that StreamingVideoProvider will not be liable to you or any third–party for any such termination. These remedies are in addition to any other remedies StreamingVideoProvider may have at law or in equity.
8.2 By you. You may terminate your account, this Agreement and your right to use the StreamingVideoProvider Service at any time and for any reason, by logging to your SVP Control Panel and following the cancellation procedure.
8.3 Fees. Upon any such termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of the StreamingVideoProvider Service before termination, including any outstanding subscription fees.
9. Ownership; Proprietary Rights. The StreamingVideoProvider Service is owned and operated by StreamingVideoProvider. The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the StreamingVideoProvider Service provided by StreamingVideoProvider ("Materials") are protected by United Kingdom copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any content uploaded by you, all Materials contained on the StreamingVideoProvider Service are the copyrighted property of StreamingVideoProvider or its subsidiaries or affiliated companies and/or third–party licensors. All trademarks, service marks, and trade names are proprietary to StreamingVideoProvider or its affiliates and/or third–party licensors. Except as expressly authorized by StreamingVideoProvider, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
10. Third–Party Sites, Products and Services; Links.
10.1 The StreamingVideoProvider Service may include links to other web sites or services solely as a convenience to Users ("Linked Sites"). StreamingVideoProvider does not endorse any such Linked Sites or the information, material, products or services contained on other linked sites or accessible through other Linked Sites. Furthermore, StreamingVideoProvider makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
10.2 Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the StreamingVideoProvider Service are solely between you and such advertiser. YOU AGREE THAT STREAMINGVIDEOPROVIDER WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS A RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE STREAMINGVIDEOPROVIDER SERVICE.
11. Notice. Except as explicitly stated otherwise, legal notices will be served on StreamingVideoProvider's national registered agent or to the email address you provide to StreamingVideoProvider during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three (3) days after the date of mailing.
12. User Disagreements. You understand that only you shall be responsible for your involvement with other Users. StreamingVideoProvider reserves the right, but has no obligation, to monitor disagreements between you and other Users. If you have a dispute with one or more Users, you irrevocably and permanently release StreamingVideoProvider (and StreamingVideoProvider's officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Note: IF YOU ARE A CALIFORNIA (USA) RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH I KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
13. Disclaimers; No Warranties.
13.1 THE STREAMINGVIDEOPROVIDER SERVICE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE STREAMINGVIDEOPROVIDER SERVICE ARE PROVIDED ON "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE BY THE APPLICABLE LAW. STREAMINGVIDEOPROVIDER, ITS SUPPLIERS AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON–INFRINGEMENT OF PROPRIETARY RIGHTS.
13.2 STREAMINGVIDEOPROVIDER, ITS SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE STREAMINGVIDEOPROVIDER SERVICE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE STREAMINGVIDEOPROVIDER SERVICE WILL BE UNINTERRUPTED OR ERROR–FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE STREAMINGVIDEOPROVIDER SERVICE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE STREAMINGVIDEOPROVIDER SERVICE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
13.3 STREAMINGVIDEOPROVIDER, ITS SUPPLIERS AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE STREAMINGVIDEOPROVIDER SERVICE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE STREAMINGVIDEOPROVIDER SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. STREAMINGVIDEOPROVIDER STRIVES TO PROVIDE STREAMINGVIDEOPROVIDER SERVICE FREE OF ANY DEFECTS AND / OR MALWARE. HOWEVER, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE STREAMINGVIDEOPROVIDER SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
14. Indemnification; Hold Harmless. You agree to indemnify and hold StreamingVideoProvider, its affiliated companies, and its suppliers and partners harmless from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the StreamingVideoProvider Service, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. StreamingVideoProvider reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
15. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party's right at a later time to enforce the same.
16. Limitation of Liability and Damages.
16.1 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL STREAMINGVIDEOPROVIDER OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD–PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THE STREAMINGVIDEOPROVIDER SERVICE, INCLUDING THOSE THAT RESULT FROM THE USE OR THE INABILITY TO USE THE MATERIALS ON THE STREAMINGVIDEOPROVIDER SERVICE, OR ANY OTHER INTERACTIONS WITH STREAMINGVIDEOPROVIDER, EVEN IF STREAMINGVIDEOPROVIDER OR A STREAMINGVIDEOPROVIDER AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, STREAMINGVIDEOPROVIDER'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
16.2 IN NO EVENT SHALL STREAMINGVIDEOPROVIDER OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD–PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE STREAMINGVIDEOPROVIDER SERVICE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) . NOTWITHSANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, STREAMINGVIDEOPROVIDER'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE STREAMINGVIDEOPROVIDER SERVICE DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM OR ONE HUNDRED GB POUNDS, WHICHEVER IS GREATER.
16.3 THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN STREAMINGVIDEOPROVIDER AND RECEIVED THROUGH OR ADVERTISED ON THE STREAMINGVIDEOPROVIDER SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE STREAMINGVIDEOPROVIDER SERVICE.
17.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United Kingdom, without giving effect to any principles of conflicts of law.
17.2 Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or StreamingVideoProvider will be filed only in United Kingdom courts, and you hereby give consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
17.3 Severability. If any provision of these Terms is declared by a competent court of law to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.
17.4 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by StreamingVideoProvider without restriction.
17.5 Survival. Sections 3, 5, 6, 7, 8, 9, and 11 through 18 will survive any termination of these Terms.
17.6 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
17.7 Entire Agreement. This is the entire agreement between you and StreamingVideoProvider relating to the subject matter contained herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by StreamingVideoProvider as set forth in Section 5 above.
17.8 Claims. YOU AND STREAMINGVIDEOPROVIDER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE STREAMINGVIDEOPROVIDER SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
17.9 Disclosures. The services hereunder are offered by Dimisoft Ltd., located at: 45 Amhurts Garden, London , TW7 6AN, United Kingdom and email: email@example.com
Affiliate Agreement - Terms & Conditions
In this Agreement, "StreamingVideoProvider," "we," and "us" means Dimisoft Ltd., and "you", or "Affiliate" means the applicant desiring to participate in the StreamingVideoProvider Affiliate Programme (the "Affiliate Programme"). "Link" or "Links" refers to any hypertext link, URL, banner, graphical or text ad containing a reference to StreamingVideoProvider or its products or services or web properties pursuant to this Agreement. The "StreamingVideoProvider Site" or "Our Site" means the web site located at http://www.streamingvideoprovider.com or other StreamingVideoProvider-owned Internet properties, "our" meaning belonging to or pertaining to StreamingVideoProvider. "Your Site" means the web site or sites, or other online marketing venues upon which the you establish the Links to Our Site as part of the Affiliate Programme. The term "StreamingVideoProvider Services" means any StreamingVideoProvider service or product as well as any services or products that StreamingVideoProvider may introduce from time to time in the future and offer through the Affiliate Programme.
1. ELIGIBILITY FOR THE StreamingVideoProvider AFFILIATE PROGRAM
1.1.1. To enroll in the Affiliate Programme, you must be a StreamingVideoProvider customer in good standing, subject to and in compliance with the requirements of StreamingVideoProvider's General Terms and Conditions. Acceptance into the Programme is at our sole discretion, which may be withheld for any reason or for no reason at all. The provisions contained in these Affiliate Programme Terms and Conditions (the "Agreement") are supplemental to StreamingVideoProvider's General Terms and Conditions, by which you are also bound, to the extent they are not modified by this Agreement.
We may reject your participation in this Programme if we determine, at any time and at our sole discretion, that Your Site is unsuitable for the Programme. Your Site may be deemed by us to be unsuitable if, in our view, it:
- 1.2.1. contains, promotes or links to discriminatory, sexually explicit or violent material;
- 1.2.2. promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
- 1.2.3. contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;
- 1.2.4. contains information regarding, promotes or links to a site that provides information or promotes illegal activity; or
- 1.2.5. for any other reason that is deemed by us to be unsuitable.
1.3. You understand that StreamingVideoProvider reserves the right to conclude that Your Site is unsuitable in accordance with our standards, in our sole discretion, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have not been deemed unsuitable despite having the same or similar characteristics as Your Site.
2.1. Subject to the terms of this Section, we will provide to you all Links, and any related banners, graphics, or text ads necessary to promote and offer the StreamingVideoProvider Services to Your Site's visitors and/or its members. The Link may consist of ads containing text or graphic images provided by us (and is subject to change from time to time in our sole discretion) and may contain our logo or other references to StreamingVideoProvider. This Link will connect Your Site with the area on Our Site where the visitor may apply for the StreamingVideoProvider Services directly with us. The Link will serve to identify you as a member of our Affiliate Programme and will establish a Link from Your Site to Our Site.
2.2. In utilizing any StreamingVideoProvider provided Link, you agree that you will cooperate fully with us in order to establish and maintain such Link. You also agree that you will display only those Links that are provided by us, and you will substitute such Links with any new or update Links provided by us from time to time throughout the term of this Agreement. All Links may be modified by us and/or expanded from time to time throughout the term of this Agreement.
2.3. Each Link connecting users of Your Site to the pertinent area of Our Site shall in no way alter the look, feel or functionality of Our Site.
2.4. You may not use unsolicited commercial e-mail (UCE), spam, search engine spam, or other illegal or unethical means by which to generate referral commissions.
2.5. To obtain permission to advertise the Link in ways not specifically covered in this Agreement, you must e-mail firstname.lastname@example.org with your proposed advertising method, affiliate ID, and personal contact information and we will then contact you regarding this request. Such requests will be given due consideration, however, StreamingVideoProvider reserves the right to deny any such requests without reason or justification, in StreamingVideoProvider's sole discretion.
2.6. You understand that the Links and any related banners, graphics, artwork, or text are StreamingVideoProvider's intellectual property, and that your use of those links is governed by the terms of Section 9 of this Agreement and by relevant Laws of England and Wales, and International Law
3. OUR RESPONSIBILITIES
3.1. We will be responsible for providing all information necessary to allow you to make appropriate Link from Your Site to Our Site. We will be solely responsible for processing every order application for StreamingVideoProvider products or services placed by a customer following a Link from Your Site, for tracking the number and amount of sales generated by the Link from Your Site, and for providing information to you regarding commission payments. Also, we will be responsible for credit card authorisations, payment processing, cancellations, returns, and related customer service for the StreamingVideoProvider Services, it being understood that such activities shall be for our account. We are responsible for establishing commission schedules and payouts of earned Commissions as detailed in Section 6 of this Agreement.
4. YOUR RESPONSIBILITIES
4.1. If you qualify and agree to participate as a StreamingVideoProvider Affiliate:
- 4.1.1. You may display the provided Link prominently throughout Your Site as you see fit and without our prior consent subject to the terms and limitations of this Agreement.
- 4.1.2. You may not be entitled to participate and promote on Your Site any sweepstakes, contests, and special promotions we may offer, and in connection therewith, only upon our discretion shall we make such contests and promotions available to users of Your Site. If we do decide to allow affiliates to participate, you will be provided with approved licensed ads only for those you are allowed to offer, and you may become entitled to earn referral fees as set forth in Articles 5 and 6 below.
- 4.1.3. You shall not misrepresent StreamingVideoProvider or its products or services, or otherwise make any claims, representations, or warranties in connection with StreamingVideoProvider other than as expressly authorized by StreamingVideoProvider, and
- 4.1.4. You shall have no authority to, and shall not bind StreamingVideoProvider to any obligations, except as may be expressly set forth herein to the contrary or as otherwise agreed to and approved in advance in writing by StreamingVideoProvider. Nothing in this Agreement nor any conduct of either party shall be deemed to constitute an employment or agency relationship.
4.2. You are solely responsible for ensuring that Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws including anti-spam laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity as outlined in Section 16 will protect us if you do so.
4.3. You are solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters.
4.4. The Affiliate hereby undertakes to comply with all applicable EU- and national laws and regulations in force from time to time including, but not limited to, the EU-directive 2002/58/EC.
You may not:
- 4.4.1. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using the Link on your site to access Our Site without prior approval
- 4.4.2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
- 4.4.3. take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
- 4.4.4. other than providing the Link on your site in accordance with this Agreement, post or serve any advertisements or promotional promoting Our Site or otherwise around or in conjunction with the display of the StreamingVideoProvider Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows); or
- 4.4.5. seek to purchase or register any keywords, search terms or other identifiers that include the trade or service marks or names of StreamingVideoProvider's primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
- 4.4.6. seek to purchase or register any domains or other identifiers that include variations on the trade or service marks or names of StreamingVideoProvider intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
4.5. If we determine, in our sole discretion, that you have engaged in any of the activities outlined in Section 4.4, we may (without limiting any other rights or remedies available to us) withhold any Commissions otherwise payable to you under this Agreement and/or terminate this Agreement.
4.6. We have the right, but not the obligation, in our sole discretion, to monitor Your Site and your usage of the Link at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
4.7. You are responsible for the payment of all tax and national insurance payable on any payments made to you by StreamingVideoProvider.
5. REFERRAL FEES
5.1. Subject to the Payments and Fees Schedule, we will pay you, a recurring referral fee ("Commission") on sales of StreamingVideoProvider Services to third parties who are not already StreamingVideoProvider customers. Your entitlement to an earned commission will accrue only if the customer:
- 5.1.1. accesses Our Site through the use of a Link on Your Site;
- 5.1.2. purchases the StreamingVideoProvider Services using our online signup process;
- 5.1.3. remits full payment to us; and
- 5.1.4. remains a customer beyond the StreamingVideoProvider Guarantee Period.
5.2. The Affiliate Programme is intended for commercial use only
6. PAYMENTS AND FEE SCHEDULE
6.1. You will earn Commissions based on the sale of StreamingVideoProvider Services according to the current fee schedule for the Affiliate Programme and the guidelines of this Agreement, set forth herein, during the month in which such services are sold. We reserve the right to modify the commission value of a sold product or service at any time.
6.2. The Commissions are accumulated for every unique paying customer referred to us by Your Site, utilizing the Links between Your Site and Our Site, excluding sales/amounts due to credit card or other fraud, charge backs and bad debt and credits for cancelled services ("Net Sales"). We reserve the right to delay payment for up to sixty (60) days (the "Guarantee Period") to allow for the aforementioned actions to take place.
6.3. Payment will be made to you either via PayPal or via mailed check to your address on file with StreamingVideoProvider, at our discretion
6.4. StreamingVideoProvider will track the Commissions earned per Agent/Affiliate. StreamingVideoProvider will track all Commissions earned and may, at its absolute discretion, decide not to pay any Commission to you should StreamingVideoProvider believe that any referral has been made in violation of its technical guidelines, due to referral/customer fraud, or due to referral/customer contract cancellation. It is the Affiliate's sole and absolute duty to follow precisely this Agreement and its guidelines at all times. StreamingVideoProvider is under no obligation whatsoever to pay any Commission to any Affiliate who does not strictly follow this Agreement and its guidelines, as modified from time to time. StreamingVideoProvider's determination of the commissions due shall be dispositive.
6.5. StreamingVideoProvider reserves the right to prosecute or take legal action against any fraud, or conspiracy to defraud and to recover any Commissions paid to an Affiliate which were earned as a result of such fraud. Fraud includes knowingly violating the terms and spirit of this Agreement.
7. POLICIES AND PRICING
7.1. Customers who buy StreamingVideoProvider Services through the Affiliate Programme will be deemed to be customers of StreamingVideoProvider after they have passed beyond the StreamingVideoProvider Guarantee Period. Accordingly, all of our rules, policies, and operating procedures concerning customer applications, customer service, and sales of our services will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for StreamingVideoProvider Services sold through the Programme in accordance with our own pricing policies. Service prices may vary from time to time.
8.1. You shall not create, publish, distribute, or permit any written or graphical material that makes reference to StreamingVideoProvider other than those mentioned in this Agreement or otherwise provided by StreamingVideoProvider, without our prior written consent, which may be granted, in our sole discretion, provided such materials are not in direct conflict with StreamingVideoProvider's own marketing efforts.
9. LICENSES AND USE OF THE StreamingVideoProvider LOGOS AND TRADEMARKS
9.1. We grant you a non-exclusive, non-transferable, revocable right:
- 9.1.1. to access Our Site through the Link solely in accordance with the terms of this agreement; and
- 9.1.2. solely in connection with the Link, to use our logos, trade names, trademarks and similar identifying material relating to us and which we provide to you (collectively, the "Licensed Materials"), for the sole purpose of establishing a link to Our Site so users of Your Site can purchase StreamingVideoProvider Services.
9.2. You may not alter, modify or change the Link or Licensed Materials in any way. You may use only authorized, licensed advertising creatives or ads.
9.3. Other than establishing a link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license to use our Link or the Licensed Materials at any time. Affiliate shall comply with all guidelines provided by StreamingVideoProvider with respect to the text or graphic reproduction, appearance, and "look and feel" related to the marketing and representation of the Links and StreamingVideoProvider.
9.4. The licenses described in this Section 9 shall expire upon the effective date of the expiration or termination of this Agreement, and is dependent upon your status as defined in Section 1.
9.5. Any unauthorized use of the StreamingVideoProvider links, text, banners or other ads not approved of or provided by StreamingVideoProvider may be cause for immediate termination of this Agreement.
9.6. Except for the license granted under this Section 9, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Licensed Materials, the Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the http://www.streamingvideoprovider.com domain name. You shall not assert the invalidity, unenforceability, or contest the ownership by StreamingVideoProvider of the Licensed Materials, the StreamingVideoProvider Site, or any related , links, artwork, logos or other materials in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice StreamingVideoProvider's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
9.7. You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Programme or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicize.
10. TERM OF THIS AGREEMENT AND TERMINATION
10.1. The term of this Agreement will begin upon your acceptance of this Agreement, by your use of an assigned StreamingVideoProvider affiliate link, and/or our acceptance of your application for the Affiliate Programme, and will end when terminated by either party. StreamingVideoProvider may terminate this Agreement immediately at any time, with or without cause. Should you cease your publication of the Link this Agreement shall be deemed terminated by you. Violation of this Agreement shall constitute grounds for immediate termination of this Agreement.
10.2. Upon termination of this Agreement:
- 10.2.1. StreamingVideoProvider's acceptance of referrals obtained through Your Site shall not constitute a continuation or renewal of this Agreement or a waiver of such termination;
- 10.2.2. you shall be entitled only to those Commissions, if any, earned by you on or prior to the date of termination excluding amounts due to actual fraud, credit card fraud, credit card chargebacks and bad debt and credits for cancelled services or as otherwise in violation of this Agreement;
- 10.2.3. you shall in no event be entitled to Commissions with respect to referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination;
- 10.2.4. upon termination, your rights and licenses under this agreement shall immediately terminate and you shall remove the Link or other Licensed Materials from Your Site; and
- 10.2.5. you shall return to StreamingVideoProvider any confidential information, and all copies thereof, in its possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of StreamingVideoProvider and the Affiliate Programme.
10.3. We may withhold payment of Commissions, or any portion thereof, for a reasonable time to ensure that the correct amount is, although generally payments will continue to follow the schedule as outlined in Article 6.
10.4. Upon any termination of this Agreement, you and StreamingVideoProvider will be released from all obligations and liabilities to the other occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve you from any liability arising from any breach of this Agreement occurring prior to termination.
10.4. The Affiliate consents to StreamingVideoProvider sending newsletters etc to the Affiliate's e-mail address and using the information given by the Affiliate for marketing purposes.
11.1. We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures and Programme rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement as provided in article 10.
11.2. Your continued participation in the Programme following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change. No amendment, modification or supplement to this Agreement shall be effective unless it is posted by an authorized representative of StreamingVideoProvider at the StreamingVideoProvider Web Site.
12. RELATIONSHIP OF PARTIES
12.1. You and StreamingVideoProvider are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section.
13. REPRESENTATIONS AND WARRANTIES
13.1. You hereby represent and warrant to us that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not:
- 13.1.1. breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or
- 13.1.2. infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
13.2. You further represent that:
- 13.2.1. You are duly organized, validly existing, and in good standing under the laws of the state or country of your origin, or you are an adult at least eighteen (18) years of age;
- 13.2.2. you have all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement;
- 13.2.3. This Agreement has been duly authorized, executed, and delivered by you and is a valid and binding obligation enforceable in accordance with its terms; and
- 13.2.4. The execution, delivery, and performance of and compliance with this Agreement does not and will not (i) conflict with, or constitute a default under, or result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of your properties or assets, nor result in any violation of any term of your governing documents, (ii) in any material respect, any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree, or (iii) to the best of your knowledge, any order, status, rule or regulation applicable to you, the violation of which would have a material adverse effect on your business or properties
14.1. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates.
14.2. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information:
- 14.2.1. to any person pursuant to a subpoena issued by any court or administrative agency,
- 14.2.2. to its accountants, attorneys or other agents on a confidential basis
15. LIMITATION OF LIABILITY
15.1. Without limiting the generality of the foregoing, StreamingVideoProvider shall in no event be liable to you or any other person, including, without limitation, subscribers, for indirect, incidental, or special damages, lost profits, lost savings, or any other form of consequential damages, regardless of the form of action, even if StreamingVideoProvider has been advised of the possibility of such damages, whether resulting from breach of its obligations under this agreement or otherwise. Further, our aggregate liability arising with respect to this agreement and the programme will not exceed the total referral fees paid or payable to you under this agreement.
15.2. StreamingVideoProvider makes no warranties, either express or implied, concerning the performance or functionality of the StreamingVideoProvider services, or our affiliate programme, including but not limited to the link or other affiliate advertisements and hereby expressly disclaims all implied warranties, including warranties of merchantability or fitness for a particular use or purpose.
15.3. Under no circumstances shall StreamingVideoProvider. Be liable to you or any other person or entity, including, without limitation, customers, for any loss, injury, or damage, of whatever kind or nature, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the affiliate programme or StreamingVideoProvider.
16.1. You hereby agree to indemnify and hold harmless StreamingVideoProvider, its parent company, sister companies, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on, or in any way connected with this Agreement, including but not limited to:
- 16.1.1. any breach by you of any warranty, representation, or agreement contained herein,
- 16.1.2. the performance of your duties and obligations hereunder,
- 16.1.3. your negligence,
- 16.1.4. any injury (including death) to persons or damages to property caused directly or indirectly by your negligent or intentional acts or omissions, or
- 16.1.5. the unauthorized use of any StreamingVideoProvider intellectual property, including but not limited to the banners, logos, text or graphics; StreamingVideoProvider, and or any part of the Affiliate Programme.
- 16.1.6. any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
- 16.1.7. any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein,
- 16.1.8. the development, operation, maintenance and of Your Site and products and services offered from Your Site, or
- 16.1.9. any claim related to Your Site, including, without limitation, therein not attributable to us.
17.1. All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or Royal Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows:
StreamingVideoProvider Internet Limited, 301 Sandycombe road, Kew, Richmond, TW9 3LU, United Kingdom
17.2. Any notice under this Agreement shall be given by StreamingVideoProvider to you via e-mail at the address provided by you to StreamingVideoProvider at the commencement of this Agreement or as StreamingVideoProvider is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such e-mail.
18. INDEPENDENT INVESTIGATION
18.1. You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the programme and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
19. CONFIDENTIAL INFORMATION
19.1. You acknowledge that, during the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of StreamingVideoProvider and/or the Affiliate Programme (the "Confidential Information"). You shall provide care to avoid disclosure or unauthorized use of the Confidential Information to any other person or entity.
19.2. You shall not use the Confidential Information for purposes other than those necessary to further the purposes of this Agreement. You shall not disclose the Confidential Information to third persons or outside parties without the prior written consent of StreamingVideoProvider. Should you be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in its possession, custody or control, you shall:
- 19.2.1. give at least thirty (30) days prior written notice of such disclosure to StreamingVideoProvider;
- 19.2.2. use its best efforts to limit such disclosure; and
- 19.2.3. make such disclosure only to the extent so required.
19.3. Your obligations hereunder with respect to Confidential Information shall survive the expiration or earlier termination of this Agreement.
20.1. Assignability: You shall not assign or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of StreamingVideoProvider, in its sole discretion. Any attempted assignment in violation of the provisions of this Agreement, whether by operation of law or otherwise, will be void. This Agreement is not intended to and shall not be construed to provide any rights, remedies or benefits to or for any person or entity not a party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
20.2. Severability: If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.
20.3. Non-Waiver: No delay or failure by StreamingVideoProvider in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
20.4. Remedies: The rights and remedies of StreamingVideoProvider hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or otherwise of StreamingVideoProvider for a breach or threatened breach of any provision hereof, it being the intent of this provision to make clear that the respective rights and obligations of StreamingVideoProvider shall be enforceable in equity as well as at law or otherwise.
20.5. Interpretation: This Agreement shall not be construed or interpreted in favor or against StreamingVideoProvider or you on the basis of draftsmanship or preparation of the Agreement.
20.6. Headings: The headings, captions, and other typographical formatting used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement
21. GOVERNING LAW
21.1. This Agreement shall be governed by, and construed in accordance with the laws of England. StreamingVideoProvider shall not be liable for the legality of StreamingVideoProvider's service in countries other than the United Kingdom. The Affiliate is solely responsible for the legality of the use of the service if the Affiliate is registered to StreamingVideoProvider's service from a country other than the United Kingdom or if the Affiliate's website is on a server in a country other than the United Kingdom.
22. DISPUTE RESOLUTION
22.1. This Agreement shall be construed and governed in all respects in accordance with the Law of England and Wales and the English Courts shall have exclusive jurisdiction in respect of any disputes arising hereunder. StreamingVideoProvider shall not be liable for the legality of StreamingVideoProvider's service in countries other than the United Kingdom. The Affiliate is solely responsible for the legality of the use of the service if the Affiliate is registered to StreamingVideoProvider's service from a country other than the United Kingdom or if the Affiliate's website is on a server in a country other than the United Kingdom.
22.2. If any dispute arises out of this Agreement the Parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Dispute Resolution ('CEDR') or such other mediation procedure as the parties may agree in writing. To initiate the mediation one Party must give notice in writing ('the ADR Notice') to the other Party requesting a mediation in accordance with this clause. The mediation is to take place not later 28 days after the giving of the ADR Notice. If there is any issue upon which the Parties cannot agree within 14 days after the giving of the ADR Notice, CEDR (or such other mediation body as the Parties may have agreed) will, at the request of either Party, decide the issue for the Parties, having consulted with them
23. EXECUTION AND ACCEPTANCE
By using a Link provided by Affiliate Programme, you execute, accept, enter into, and become party to this Agreement. At such point, StreamingVideoProvider simultaneously and automatically becomes counter-party to this Agreement. The Effective Date of such Agreement is the day on which Link is used by you.
24. ENTIRE AGREEMENT
24.1. Together with the above guidelines, this Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written or oral representation of the Affiliate Programme form a part of this Agreement, and this Agreement supersedes all prior agreements between the Parties relating to the subject matter of this Agreement.
25. ATTORNEYS FEES
25.1. In the event StreamingVideoProvider shall commence formal legal action to interpret and/or enforce the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys' fees and costs incurred in connection therewith.
Service Plans: Soho – Corporate + = 10% monthly recurring commission
Add-on Store = 10% monthly recurring commission
Bronze Partner – No commission
Silver Partner – No commission
Gold Partner – No commission
* Note: Commissions awarded on a package basis only.
** Commission values may be subject to change.
*Commission paid per package, not per user account.
Please note: free, promotional, or discounted products may not be eligible.
Service Level Agreement
This StreamingVideoProvider (hereinafter, referred to as "SVP") Service Level Agreement (hereinafter, referred to as "SLA") is entered into by and between SVP and SVP Customer (hereinafter, referred to as "Customer").
1.1 This SLA provides Customer with certain rights and remedies regarding SVP's services and content delivery network performance.
1.2 This SLA operates strictly between the parties hereto regarding the services that are directly provided by SVP.
2.1 "Base Fee" consists solely of the base monthly fee paid by Customer for the SVP service and excludes all other fees that might be paid by Customer including, by way of example and not limitation, setup fees, charges for additional services, incremental bandwidth usage, professional services, and any other type of optional additional services.
2.2 "Cache Server" means SVP-owned and -operated server for delivering Customer Content located on the SVP global content delivery network at SVP Points of Presence ("POPs").
2.3 "Content" means objects which are delivered from a SVP Cache Server.
2.4 "Origin Server" means either SVP's or Customer's Internet web server where Customer Content is stored for retrieval by the Cache Servers.
2.5 "Service Outage" means an instance whereby a service covered by the 100% Uptime Guarantee is completely unavailable for more than sixty (60) consecutive minutes.
2.6 "Terms and Conditions" means the standard Terms and Conditions displayed on SVP's web site – http://www.streamingvideoprovider.com
3. 100% Uptime Guarantee
3.1 SVP provides 100% uptime guarantee on Customer Content that is stored and delivered on the SVP content delivery network, or is stored on Customer equipment and delivered on the SVP network.
3.2 Notwithstanding anything to the contrary contained hereunder or in any other agreement or communication between the parties, at any time, this guarantee shall be exclusively limited to the following items:
(i)uptime of the SVP network (i.e. the ability of Customer's Internet Protocol ("IP") traffic to transfer to and from the Internet across SVP's network infrastructure), and
(ii)Customer Content uptime and availability.
3.3 Subject to the clauses and Exceptions contained hereunder, any Service Outage shall be reimbursed with free credit equal to six (6) times the period during which the services provided by SVP were not available.
4. Stream Quality Guarantee
4.1 SVP stream quality is measured based on the access time needed to initiate streaming of video content using SVP's players and for streams that originate from the SVP service. SVP makes best efforts to maintain a consistent stream quality.
4.2 SVP shall issue service level credits to a Customer in the event the service becomes unavailable for more than one (1) hour.
4.3 Subject to the clauses and Exceptions contained hereunder, any Service Outage shall be reimbursed with free credit equal to six (6) times the period during which the services provided by SVP were not available.
5.1 Notwithstanding anything to the contrary contained hereunder, Customer shall not receive any credits under this SLA in connection with any SVP Service Outage caused by or associated with:
(i)Circumstances beyond SVP's reasonable control including, but not limited to, acts of any governmental body, war, invasion, insurrection, acts of foreign combatants, terrorist acts, military or other usurped political power or confiscation, sabotage, embargo, fire, flood, earthquake, storm, hurricane, any other natural disaster, strike or other labour disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used on or equipment needed for provision of this SLA; or
(ii)Domain Name System ("DNS") issues outside the direct and reasonable control of SVP; or
(iii)Scheduled maintenance, emergency maintenance, and upgrades of SVP infrastructure; or
(iv)Failure or unavailability of hardware that is provided or controlled by Customer including, but not limited to, the Customer Origin server(s); or
(v)Failure or unavailability of software applications or code that are provided to SVP by Customer, or the interactions of these items; or
(vi)Customer's acts or omissions (or acts and / or omission of others engaged or authorized by Customer), including without limitation, any negligence, wilful misconduct, or use of the SVP services in breach of the SVP Terms and Conditions; or
(vii)False SLA breaches reported as a result of outages or errors of any SVP measurement system; or
(viii)Stream buffering occurring due to, or associated with, conditions outside of SVP's network or SVP's immediate control; or
(ix)Failure of a service that is not covered or guaranteed by this SLA including, but not limited to, the SVP reporting procedures.
5.2 Compensation in the form of credit will only be provided to Customers who have paid in full for services covering the time period within which the credit has been requested.
6. Credit Requests and Payment Procedures
6.1 In order to receive a credit under this SLA, Customer must make a request by written submission via email to email@example.com
6.2 All requests must include the Customer contact name, email address, phone number, company name, the date(s) of the Service Outage, and a description of the reasons for the credit request.
6.3 Each request in connection with a breach of this SLA in a particular calendar month must be received by SVP within three (3) days after the Service Outage in question has occurred. Credit requests that are related to an SLA breach of SVP Stream Quality Guarantee must be submitted within three (3) days after the breach has occurred.
6.4 Each valid credit will be applied to the Customer SVP account within two billing cycles after SVP's initial receipt of Customer's request.
6.5 Credits are exclusive of any taxes charged to Customer or collected by SVP.
7.1 Notwithstanding anything to the contrary contained hereunder, the total amount credited to a Customer on account of operation of this SLA in any calendar month shall not exceed the Base Fee paid by the Customer for such month.
7.2 All credits are calculated on the basis of a thirty(30)-day month.
7.3 To be eligible for a credit, Customer must follow SVP's published instructions for use of the SVP service. Improper use of SVP's service will result in ineligibility for a service credit.
7.4 Service credits shall not be available for Customers that are in breach of the SVP Terms and Conditions including, but not limited to, breach for non-payment.
7.5 Notwithstanding any provision contained hereunder or in Terms and Conditions, this SLA sets for Customer's sole and exclusive remedy for Service Outage or other service related issue for a SVP service provided to Customer by SVP.
7.6 In case the Customer has further queries regarding this SLA, he or she can write in to Dimisoft Ltd.,
- 45 Amhurts Garden,
- London , TW7 6AN
- United Kingdom
- Email: firstname.lastname@example.org
- Telephone: +44 (0) 845 867 4819
- Visit The Website: www.streamingvideoprovider.co.uk
THE PARTIES HERETO, HEREBY, WAIVE ANY AND ALL WARRANTIES IMPLIED BY LAW INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
All notices, requests, demands and other communications hereunder shall be in writing, including email, and shall be deemed to have been duly given and effective upon receipt, if delivered in person, by cable, by telegram or facsimile. All the notices to SVP shall be received on the following address:
- Dimisoft Ltd.,
- 45 Amhurts Garden,
- London , TW7 6AN
- United Kingdom
- Email: email@example.com
10. Entire Agreement
This Agreement constitutes entire agreement among the parties hereto with respect to the subject matter hereof. It shall not be modified, except by a written agreement signed by the respective parties hereto.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12. Applicable Law
All the disputes arising out of the provisions of this Agreement shall be subject to the jurisdiction of Courts and the applicable laws in the United Kingdom, without giving effect to its rules relating to conflict of laws.
IN WITNESS WHEREOF and acknowledging acceptance and agreement to the foregoing, the Parties affix their signatures hereto.