(LAST UPDATED NOVEMBER 9TH, 2009)
Incorporation by Reference.
Modification of the Terms; Modification of Fees.
Livestream reserves the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time by posting the amended terms to this Agreement. Please check this Agreement periodically for changes. Your continued use of the Livestream Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to this Agreement, Livestream shall send you notice of such change through your electronic mail account and you shall have a period of thirty (30) days from Livestream' sending of such notice to accept or reject such changes. Should you reject such changes or not respond to Livestream' notice, Livestream reserves the right to immediately terminate your use of and access to the Livestream Service and your sole remedy shall be a pro rata refund of the purchase price paid for the Livestream Service.
Certain functions on the Livestream Service have fees associated with them. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged based on our stated fees, which we may change from time to time. Livestream may choose to temporarily change the fees for Livestream' services for promotional events or new services, and such changes are immediately effective when Livestream posts the temporary promotional event or new service on the Livestream Service. Any changes to fees for Livestream' services that are not temporary or promotional will be effective thirty (30) days after we provide You with notice by posting such changes on the Livestream Service; provided, however, that such changes shall only apply prospectively to your use of the Livestream Service. Unless otherwise stated, all fees are quoted in U.S. Dollars.
Certain Livestream Premium Services
Livestream shall provide the uptime Service Commitment levels for the Livestream Service as set forth in the Service Level Agreement. Additionally, for support you may contact customer support via email at firstname.lastname@example.org. We will endeavor to respond to your support requests and inquiries within four (4) business hours of our receipt; our support business hours are 10:00AM-6:00 PM (EST), Monday through Friday excluding US holidays. Livestream does not provide live support for the Livestream Service, and all support requests must be made, and will be responded to by, email.
Livestream Premium may include an ability to mark a particular piece of Produced Content "private," including removing your Channel from the Livestream Guide at www.Livestream.com, removing your Channel Page from www.Livestream.com, restricting viewing of Produced Content in the Player Widget to only specific URLs that you have enabled, and preventing viewing of Produced Content from restricted geographical regions. While Livestream uses commercially reasonable efforts to respect such private designation, you understand that whether or not Produced Content is published or marked private by you, Livestream does not guarantee any confidentiality or privacy with respect to any of Produced Content.
In order to use Livestream Premium, you agree to pay a recurring monthly subscription fee to Livestream ("Subscription Fee"), which Subscription Fee represents a minimum financial commitment for your use of the Livestream Service and affords you specified privileges, including designated amounts of storage and bandwidth use as set forth in your Livestream Premium account plan.
You agree to pay your Subscription Fee in advance of receiving any service. Livestream reserves the right to discontinue or modify any Subscription Fee-based payment option at any time without notice. If you are signing up under a promotional subscription fee, some additional restrictions may apply.
If you choose a subscription option with recurring payments (including any pre-paid subscription option which reverts to a monthly payment plan at the expiration of the pre-paid period), you agree that Livestream may automatically charge the Subscription Fee to your chosen payment method at the beginning of each period, and in the event of monthly payments on a monthly basis. Your access to the Livestream Service will not be established until Livestream has verified that the credit card or other payment information you provide Livestream for payment is accurate and that your credit card account or other payment method account is in good standing. You further agree that Livestream may charge any other applicable fees for the Livestream Service, the Storage Fee, the Bandwidth Fee, and if applicable the Transcoding Fee (as defined below), to your credit card; all such fees, shall be automatically billed on a monthly basis (save for any pre-paid fees).
The minimum commitment for any paid plan with a Subscription Fee is 30 days. When you cancel a paid plan, the cancellation will become effective on the 1st day of the calendar month that follows the day your 30-day commitment is met. In between the time you cancel and the effective date of the cancellation, you are responsible for any additional fees that you accrue.
Livestream reserves the right to suspend or terminate your access to the Livestream Service without notice upon rejection of any credit card charges or if you card issuer (or its agent or affiliate) seeks return of payments previously made to Livestream when Livestream believes you are liable for the charges.
In addition to the Subscription Fee, you shall pay the following fees for use of the Livestream Service, which will be itemized at the time of your election of a subscription option:
You shall pay a bandwidth fee ("Bandwidth Fee") for bandwidth transferred through the Livestream Service that exceed any amounts included in your Subscription Fee, which will be calculated based on the monthly $/gigabyte rate agreed to in your Subscription Fee. Gigabytes of bandwidth transferred will be determined based on viewer minutes streamed, with viewer minutes measured in 30 second increments (rounded up to the nearest increment, such that 2:12 of stream is considered 2:30 for the purposes of calculating your fee); such calculation shall be as follows: [(Gigabytes Bandwidth Transferred) = (Viewer Minutes Streamed) * (((Kbps/8)*60)/1024/1024) where Kbps is defined by the streaming quality you choose for your channel (i.e., Normal = 500 kbps, HD = 1700 kbps, etc.). You will be responsible for monthly payments based on your selected streaming quality tier regardless of the actual bitrate streamed of your Produced Content;
You shall pay a storage fee ("Storage Fee") with respect to your Produced Content, for storage levels that exceed any amounts included in your Subscription Fee, which shall be calculated on an hourly basis; such hourly rate shall be based on the monthly $/gigabyte rate agreed to in your Subscription Fee, which shall be converted to an hourly rate for the purpose of billing your Storage Fee (such conversion is calculated as follows: by dividing (i) your monthly $/GB rate times twelve (monthly $/GB * 12) by (ii) the number of hours in a year (8760), to (iii) achieve an hourly $/GB price [($GB price * 12)/8760 = hourly $/GB price]) .
Livestream reserves the right to limit transcoding services necessary to compress and author your Audiovisual Content in connection with each Premium plan, use of the Livestream Service and any embeddable player provided by Livestream. We further reserve the right to offer additional transcoding services a fee ("Transcoding Fee"); the price and related terms and conditions for any such additional transcoding packages will be set forth in your Livestream Premium account information or in related Policies regarding your use of the Livestream Service in connection with a Livestream Premium account;
All fees relating to services and downloaded products are final and nonrefundable.
When you use a service on the Livestream Service that has a fee associated with it, you have an opportunity to review and accept the fees that you will be charged based on our stated fees, which we may change from time to time. Livestream may choose to temporarily change the fees for Livestream' services for promotional events or new services, and such changes are immediately effective when Livestream posts the temporary promotional event or new service on the Livestream Service. Any changes to fees for Livestream' services that are not temporary or promotional will be effective thirty (30) days after we provide You with notice by posting such changes on the Livestream Service; provided, however, that such changes shall only apply prospectively to your use of the Livestream Service. Unless otherwise stated, all fees are quoted in U.S. Dollars.
Livestream accepts payments through the major credit card indicated on the applicable payment screen. Billing to your account occurs at the time of purchase or shortly thereafter. Livestream does not accept any other payment form. You agree to pay for all products and services that you purchase through the Livestream Service, and you agree that we may charge your selected payment method for any such payments.
You are required to keep your billing information current, complete and accurate (such as a change in billing address, credit/debit card number or expiration date) and notify Livestream if your selected payment method is canceled (e.g., for loss or theft). You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family, or friends). You agree to pay any outstanding balance in full within thirty (30) days of purchase of a particular product or service on the Livestream Service. All fees not paid to Livestream by you within thirty (30) days of when such fees become due and payable in accordance with this Agreement shall be subject to a finance charge of one and one half percent (1.5%) per month interest, or the maximum allowable under applicable law, whichever is less, with such interest charges starting on the due date for such fees, plus any related collection and legal costs actually incurred by Livestream in connection with Livestream' collection of such fees. Additionally, Livestream reserves the right to deactivate your account if payment is past due, regardless of the dollar amount.
Livestream shall ensure that any third party vendors handling credit card processing pursuant to this Agreement (e.g., PayPal) shall adhere to the Payment Card Industry Data Security Standards ("PCI Standards"). In connection therewith, Livestream shall require that any such vendor who receives, maintains, stores, handles, protects, transports or transmits credit card numbers and associated personal information ("User Credit Card Information") (i) may only use such User Credit Card Information for assisting in completing card transactions, for providing fraud control services, or for uses required by applicable law, and (ii) shall perform customary assessments of its systems and procedures on an on-going basis, and if such assessment reveals any non-compliance with the PCI Standards, it shall take actions to cure such non-compliance.
PLEASE NOTE: If a purchase has been declined online due to issues with your payment account, ensure all data is correct and resubmit. If the transaction is not accepted online, please contact us.
You are responsible for paying any governmental taxes imposed on your use of the Livestream Service, including, but not limited to, sales, use or value-added taxes. To the extent Livestream is obligated to collect such taxes, the applicable tax will be added to your billing account.
Livestream may impose an additional transaction fee based on transactions associated with Livestream Service, including a transaction fee applied to purchases from third parties. Such transaction fee will be disclosed to you prior to your agreement to the relevant transaction.
If you breach any of your obligations, covenants, representations, or warranties in this Agreement, you agree that any termination of your access to the Livestream Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Livestream will not be liable to you or any third-party for any such termination.
Livestream may, in its sole discretion and at any time discontinue providing access to the Livestream Service, or any part thereof.
You may terminate your account (or any part thereof), this Agreement, and your right to use the Livestream Service at any time and for any reason or no reason, by contacting Livestream customer support at email@example.com. Unused fees are non-refundable and, if applicable, Livestream reserves the right to charge you the early termination fee agreed to by you at the time you subscribed to the Livestream Service. Notwithstanding anything to the contrary in this Agreement, Livestream retains the absolute right to immediately suspend or terminate your account, and terminate this Agreement, if the charges to your credit card for any fees are refused for any reason Upon any such termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of the Livestream Service before termination.
Effect of Termination.
You retain all of your ownership rights of your Produced Content. However, by submitting Produced Content to Livestream, you hereby:
acknowledge that, in connection with the Livestream Service, Livestream will store your Produced Content on your behalf for use on your Channel (whether enabled and displayed via your own player or a Livestream embedded player), but that (i) while Livestream will use all reasonable commercial efforts to maintain the security of your Produced Content while stored, it does not guarantee that users will not be able to access, download or otherwise manipulate or copy such Produced Content, and (ii) while Livestream will use all reasonable commercial efforts to maintain the security of your Produced Content while streamed in a LinearTV fashion, Livestream does not employ a digital rights management system with respect to the Livestream Service (and therefore your Produced Content), and further does not guarantee that users will not be able to access, download or otherwise manipulate or copy such Produced Content.
grant Livestream a worldwide, non-exclusive, royalty-free, fully paid-up license under all rights necessary to host, transmit, display, edit, and otherwise exploit your Produced Content solely in connection with the Livestream Service.
agree that Livestream, in the event you enable Channel publishing pursuant to the Livestream Channel Guide, Livestream shall have the right to market and promote your Channel and related Producer Marks in connection with the Livestream Service; as used herein, "Producer Marks" shall mean trademarks, trade names, service marks, logos and other indicia of source or business identifiers used by you and uploaded as part of your Produced Content. In accordance with the grant of such rights and subject to this Agreement, you hereby grant Livestream a royalty-free, non-exclusive, worldwide right and license to use, reproduce and display the Producer Marks solely in connection with the marketing and promotional considerations contemplated by this Agreement. Livestream, in using the Producer Marks, will comply with any trademark usage guidelines that you may provide to Livestream in writing from time to time. You reserve all other rights in and to the Producer Marks, and all goodwill associated with any use by Livestream of the Producer Marks will inure solely to your benefit.
agree and acknowledge that with respect to transferring Produced Content from your Livestream Premium account, including any Channel ("Transferred Content"), such Transferred Content (i) may only be transferred to another Livestream Premium account with open capacity, and (ii) if transferred to a Livestream Free account may require your User setting to be changed to "free" which may result in a loss or degradation of any Transferred Content on the Livestream Service transferred to another User given potentially more restrictive settings (e.g., storage limits) on a Livestream Free account.
You are solely responsible for all of your Produced Content and you hereby recognize and affirm that the Livestream Service is merely providing you the means to produce and distribute your Produced Content. Accordingly, you shall be solely responsible for your own Produced Content and the consequences of posting or publishing it. You hereby affirm, represent, and warrant that:
You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Livestream and Livestream' Users to use and distribute Your Produced Content as necessary to exercise the rights and licenses granted by You in these Terms and in the manner contemplated by Livestream and these Terms;
Your Produced Content does not and will not: (a) 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 (b) slander, defame, libel, or invade the right of privacy, publicity or other rights of any person or entity; and
Your Produced Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the Livestream Service.
Livestream reserves the right to discontinue any aspect of the Livestream Service at any time, including the right to discontinue the display of any Produced Content or linked or embedded content either generally, or in specific cases.
Livestream reserves the right to limit the number of Users who contribute any elements of Produced Content for a Channel created by using a Livestream Premium account (such Users, "Contributors"); restrictions on Contributors, if any, shall be set forth in the Policies with respect to your use of Livestream Premium.
For the avoidance of doubt, you are not entitled to any compensation from Livestream for any Produced Content for any reason.
Monitoring Users and Content.
Livestream does not control the content posted by you and does not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for all content and material that you submit to Livestream.
You agree to indemnify and hold harmless Livestream, and its suppliers and partners, from any claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees), based upon or arising out of: (i) any breach or alleged breach by you of your covenants, representations and warranties herein; or (ii) the Produced Content, or (iii) these Livestream Premium Producer Terms.
If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.