September 1, 2023
These Global Platform Terms (“Global Terms”) govern use of StreamYard products and services.
If applicable based on your Total Spend, the Enhanced Terms in Appendix 1 below will also apply.
The following product-specific terms in Appendix 2 below apply if you purchased that specific Product (“Product Specific Terms”):
- StreamYard Specific Terms
By (1) taking an action indicating acceptance, (2) entering into an Order that references these Global Terms or (3) using the Services, You agree to these Global Terms with StreamYard.
“Customer” means the individual or entity identified as customer on an Order, and the terms “You,” “Your” or a related capitalized term shall refer to Customer. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity (“Entity”), such individual represents that they have the authority to bind such Entity to this Agreement. The terms “We,” “Our” or a related capitalized term shall refer to StreamYard. Customer and StreamYard are collectively referred to as the “Parties” and individually as a “Party.”
Directly conflicting terms will be resolved in the following order: the Order; then the Product Specific Terms; and finally, these Global Terms.
Where other language versions of this document exist, the English version will control.
DEFINITIONS
“Add-Ons” means additional features or functionality, such as additional Admin Seats and premium support, that You elect to purchase or enable, but that are not included in Your Subscription Plan.
“Add-On Fees” means the fees payable for any applicable Add-Ons.
“Admin(s)” means Your employees and personnel, and any other person, who You authorize to access and use Your account.
“Admin Seat” means a licensed seat required for each Admin to access the Platform under Your Subscription Plan, and where such license seats may have different levels of access and features.
“Affiliate” means, regarding a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with, such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” means these Global Terms (including Appendix 1), Product Specific Terms, with any Orders and exhibits or additional terms incorporated by reference.
“Community Guidelines” means the StreamYard Community Guidelines located at https://support.streamyard.com/hc/en-us/articles/18797080070676 and say what You and Your Participants can and cannot do while using Our products and services.
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time including (i) the General Data Protection Regulation ((EU) 2016/679) (“EU GDPR”); (ii) the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (and see section 205(4)) (“UK GDPR”); (iii) the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time.
“Documentation” means any written or online documentation and user manuals, specifying the features, functionalities, and limitations of the Services as made available by StreamYard.
“Data Processing Addendum” or “DPA” means the data processing terms located at https://support.streamyard.com/hc/en-us/articles/18796358268564-Data-Processing-Addendum that explain how We process Personal Data and includes the Standard Contractual Clauses.
“IP Rights” means rights in respect of any intellectual property and/or proprietary rights, however created.
“Law” means any applicable law, ordinance, regulation, code, or order, of any governmental body having jurisdiction over the Parties, Streams, or Services, including, but not limited to, Data Protection Legislation.
“Non-StreamYard Products” means third-party products, applications, services, software, networks, systems, directories, websites, databases and information, which the Service links to, or which You connect to or enable integration with, in connection with Your use of the Service.
“Order” means StreamYard’s system-generated sales order executed by the Parties, or the Services You select during the online ordering process, which incorporates this Agreement.
“Participant” means those individuals whom You invite to attend or view a Stream or who do attend a Stream, and includes Admins, attendees, viewers, guests, speakers, sponsors and any other individuals specified as Participants in any Product Specific Terms.
“Personal Data” is as defined in the Data Protection Legislation and includes “personal information” as defined by the CCPA.
“Platform” means the cloud-based platform described in the Product Specific Terms and includes its associated software, services, products, hardware, devices, information, networks, components, APIs, SDKs, and Documentation.
“Product” means a specific product, service, or feature, which may constitute a part of, or integrate with, the Platform.
“Service(s)” means the Products and services specified in an Order which incorporates this Agreement, which expressly excludes Non-StreamYard Products.
"Stream” means a stream, recording, or webinar hosted on or facilitated by the Platform and may be further defined in the applicable Product Specific Terms.
“Stream Content” means the materials and content that You or others transmit through or store on the Platform, including, but not limited to, materials to be displayed during Streams, chat messages and other submissions from Participants, audio-visual content, guests, interactive content, and any other materials or content that You or others make available or submit to the Platform in connection with Your Streams and recording thereof, but excluding any IP Rights and property owned by StreamYard or its licensees.
“StreamYard” means StreamYard, Inc., a Delaware corporation with its principal place of business located at 169 Madison Ave, Ste 11218, New York, NY 10016, or such other of StreamYard’s Affiliate’s as may be specified on the Order; and any of StreamYard’s successors or assignees, with all its Affiliates.
“Subscription Fee” means the fee payable for the applicable Subscription Plan.
“Subscription Period” means the license period for the applicable Subscription Plan.
“Subscription Plan” means the subscription plan You selected or purchased as specified in Your Order.
“Taxes” means any sales, value-added, use, or similar taxes assessable by any local, state, provincial or foreign jurisdiction, levies, duties, or similar governmental assessments.
1. SCOPE
1.1. Services. Subject to the terms of this Agreement, StreamYard will provide the Services specified in Your Order, and hereby grants You a non-exclusive, non-transferable, non-sublicensable, revocable right to access the Platform and use the Services during the applicable Subscription Period. The license granted hereunder is personal to You, and You may not re-use or share Your license with a third party, such as an Affiliate or Your own customer or client, without StreamYard’s prior written consent.
1.2. Non-StreamYard Products. Non-StreamYard Products are governed solely by the terms and privacy policies of such Non-StreamYard Products. StreamYard is not responsible or liable for, and makes no representations or warranties as to, any aspect of such Non-StreamYard Products. By enabling Non-StreamYard Products, You are expressly permitting StreamYard to disclose Your Stream Content and applicable account data as necessary to facilitate the use or enablement of such Non-StreamYard Products. Integration with any Non-StreamYard Product is provided as a courtesy and based on the then-current Non-StreamYard Product’s service and integration method (e.g., API, iFrame, SDK). StreamYard shall use reasonable efforts to continue such integration but makes no promises or guarantee that such integration shall remain throughout the Subscription Period.
1.3. Downgrades. You can downgrade Your Subscription Plan or reduce Your Add-Ons during a Subscription Period in Your account, but such downgrades will not become effective until the end of Your current Subscription Period, and You will not receive a refund or credit for such downgrade or reduction of features. You must remove any excess Admins before the downgraded renewal Subscription Period begins. Downgrading Your Subscription Plan may cause loss of content, features, or functionality of the Service available to You, and StreamYard accepts no liability for such loss.
1.4. Support. StreamYard provides 24/7 remote monitoring of the Platform and Services, and the Product Support help desk is available 24/7 by visiting https://support.streamyard.com/hc/en-us.
1.5 Service Level Agreement. We will make commercially reasonable efforts to provide the Services 24 hours a day, 7 days a week, but availability is not guaranteed and may be disrupted, unavailable, or inoperable due to: (a) unforeseeable circumstances, or foreseeable circumstances that despite Our commercially reasonable measures to prevent are not within Our ability to fully prevent (including, but not limited to, widespread internet disruptions, interruption of services by Our service providers that was not caused by Us, and malicious third-party acts); (b) emergency security measures; or (c) planned downtime of which We will give You advance notice. If You purchased a premium service level agreement, the terms of that service level agreement will also apply.
1.6. Trials and Betas. StreamYard may offer optional access to the Services or features on a free, trial, beta or early access basis (“Trials and Betas”). Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated on the Order (or if not designated, 30 days). Either Party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in this Agreement, StreamYard offers no warranty, indemnity, service level agreement or support for Trials and Betas and its liability for Trials and Betas will not exceed US$50. StreamYard may, at its sole discretion, discontinue the Trials and Betas at any time. We will provide You with reasonable prior notice of any discontinuation.
2. TERM, TERMINATION
2.1. Term. Your Subscription Period is stated in Your Order. Unused Add-Ons, features, or any other aspect of Your Subscription Plan), will expire at the end of the then-current Subscription Period and do not rollover to any subsequent Subscription Period or renewal term, if applicable.
2.2. Auto-Renewal. Your Subscription Plan will automatically renew for a Subscription Period equal in length to the then-expiring Subscription Period, unless: (i) the Subscription Plan is terminated prior to the end of the Subscription Period, (ii) it is expressly stated in the Order that Your Subscription Period will not auto-renew, or (iii) either Party elects to not renew (as specified hereafter). You may elect to not renew a Subscription Plan by taking one of the following actions depending on how You purchased: (a) If You purchased the Services through the online ordering process, You must log into Your account online and cancel Your Subscription Plan before the next Subscription Period begins; or (b) If You purchased the Services through StreamYard’s system-generated sales order executed by the Parties, You must provide notice at least 30 days before the end of the then-current Subscription Period. StreamYard may elect to not renew a Subscription Plan by providing notice to You at least 30 days before the end of the then-current Subscription Period. Expiration of the Subscription Plan due to any non-renewal will be effective as of the end of the then-current Subscription Period.
2.3. Fee Changes. StreamYard may increase or decrease the Subscription Fees in its sole discretion, but any change to the Subscription Fees will only become effective upon renewal of Your Subscription Plan. We will give You reasonable prior notice of any change in Subscription Fees to give You an opportunity to terminate Your Subscription Plan before such change becomes effective. Discounts shall only apply for the Subscription Period set out in a particular Order and do not roll over to any renewal term.
2.4. Termination for Cause. Either Party may terminate this Agreement or an individual Order (a) due to the other Party’s material breach of this Agreement that was not cured within 30 days following notice from the Party claiming breach, which termination will be effective on the date falling 30 days from the initial notice if the breach is not cured; or (b) if the other Party becomes the subject of a petition in bankruptcy, or other proceeding, petition, notice, resolution, or order relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
2.5. Payment Upon Termination. If We terminate this Agreement or an individual Order due to Your uncured breach under Section 2.4, You must immediately pay any unpaid fees (unless, if applicable, disputed per Section 3.6) payable in respect of the Subscription Period. If You terminate this Agreement due to StreamYard’s uncured and uncontested breach under Section 2.4, StreamYard will refund You a prorated portion of the prepaid Subscription Fees and unconsumed Add-On Fees covering the remainder of the Subscription Period.
2.6. Export of Stream Content. Your Stream Content will be available to You to export or download as provided in the Documentation during the Subscription Period. After the applicable period above, StreamYard has no obligation to maintain or provide the Stream Content, and may delete Your Stream Content unless prohibited by Law. Notwithstanding the foregoing and subject always to Section 5, StreamYard will delete Your Stream Content promptly upon Your request, unless prohibited by Law.
3. FEES AND PAYMENTS
3.1. Fees. All fees and Taxes, the due date for the fees and Taxes, and the applicable payment method are stated in Your Order.
3.2. Taxes. StreamYard will collect and remit any applicable Taxes, separately stated in the online ordering flow, or on Your invoice if You purchased using a StreamYard system-generated sales order. If You claim exemption from Taxes, You must provide StreamYard with properly executed exemption certificate or other documentation acceptable under Law. You may not withhold any Taxes or charges or set-off any amounts due to StreamYard. StreamYard reserves the right to withhold the payment of any amounts owed to You hereunder and dispose of them as required by Law, in each case as determined by StreamYard, or to seek later payment from You of any amounts on Taxes uncollected and unremitted.
3.3 Late Fees. In addition to any applicable late fees or charges, any unpaid principal balance shall accrue interest at the rate of 2% per month, or the highest rate of interest permitted by law, whichever is lower, starting 14 days after notice to You that payment is delinquent, until the balance is paid. You agree to pay all Our costs if We initiate a collection process or pursue legal action, including any reasonable attorneys' fees. If You take any action to frustrate a transaction authorized by this Agreement, then StreamYard, automatically and without further notice, revokes any credit terms or other payment accommodation which it might have previously afforded to You, accelerates Your entire account balance, and Your entire balance is immediately due and payable.
3.4 Currency; No Refunds. All fees and Taxes are due and payable in the currency specified by StreamYard, unless otherwise agreed. Except as expressly stated otherwise herein, all fees and Taxes are non-refundable and Your payment obligations are non-cancelable unless expressly stated otherwise herein.
3.5 Optional Credit Card. If You purchased the Services through StreamYard’s system-generated sales order executed by the Parties and authorize StreamYard to charge a credit card as a method of payment, a credit card processing fee equal to 3.0% of the outstanding balance paid by credit card will apply.
3.6 Fee Disputes. If You purchased the Services through StreamYard’s system-generated sales order executed by the Parties, You may dispute the fees and Taxes in good faith. You must notify StreamYard within the payment period, and the Parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay amounts disputed in good faith during the discussion period, but all undisputed amounts remain due in full and will be paid in a timely fashion. After the discussion period, either Party may pursue any available remedies.
3.7 Free Subscription Plan. StreamYard may, at its sole discretion, discontinue its free Subscription Plan at any time. We will provide You with reasonable prior notice of any discontinuation.
4. OWNERSHIP OF STREAM CONTENT
4.1. Stream Content. As between You and StreamYard, You are the owner of Stream Content and retain all ownership rights thereto. During a Subscription Period, You grant StreamYard a non-exclusive, sub-licensable, license to use, store, edit, reproduce, modify and copy that Stream Content solely as necessary for StreamYard to provide You the Services.
4.2. Safeguards. StreamYard will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Stream Content under the security measures described at https://support.streamyard.com/hc/en-us/articles/18795807558164.
5. DATA
5.1. DPA. If you are an entity or a business, the StreamYard DPA is incorporated by reference into this Agreement. Each Party agrees to comply with its respective obligations in the DPA.
5.2. No Sensitive Data. Neither Party will provide the other Party with any sensitive or special category Personal Data, such as health data or financial account numbers or children’s data.
6. USE OF THE SERVICES
6.1. Seat Management. You and Your Admins must maintain the confidentiality of all Admin login credentials. You shall not attempt to circumvent the Subscription Plan licensing and feature limits or restrictions, such as by sharing login credentials to allow more than one Admin to use a license seat. You are solely responsible for Your Admins’ compliance with this Agreement and for all activities that occur under Your account, whether authorized or not (unless such unauthorized access was caused by StreamYard).
6.2. Your Responsibility for Admins and Content. You and Your Admins must comply with the Community Guidelines which are incorporated into this Agreement. StreamYard has the right to remove any content if, in StreamYard’s reasonable opinion, that content does not comply with the Community Guidelines or exposes You, StreamYard, or StreamYard’s users to potential liability or risk. We shall not be liable for damages or losses in connection with such content removal.
6.3. Your Responsibility for Participants during Your Streams. You are solely responsible for all aspects of dealing with Your Participants, such as Your Stream-specific rules, securing consent or agreement from speakers, securing marketing consents from Participants, collecting payment from Participants, ticket pricing and refunds, any promotions, contests or sweepstakes, merchandise sales and donation handling, and personnel matters. StreamYard may provide features or functionality to facilitate some or all of the activities listed in this clause, but it does not provide advice on how to comply with Law in relation to such activities.
6.4. Modifications. StreamYard may modify any feature or functionality of the Services and reserves the right to discontinue either at any time. StreamYard shall provide You with commercially reasonable advance notice of deprecation of a material feature that affects You via email or the Platform. To the extent that (1) you are a StreamYard Business customer and (2) such modification results in a material reduction of overall functionality without a comparable replacement, You may elect to terminate this Agreement by providing notice to StreamYard within 30 days of such material reduction, and receive a prorated portion of all prepaid Subscription Fees associated with the impacted Service as Your sole and exclusive remedy.
6.5. Temporary Suspension. We may temporarily suspend or restrict access to the Services if: (a) We reasonably believe that You or Your Stream violate this Agreement or Your Participants violate the Community Guidelines or the terms and conditions of their account; or (b) We suspect or detect any viruses, malicious code or similar harmful materials connected to Your account, Stream, or Participants. We shall not be liable to You or any third party for any such suspension.
6.6. Cooperation. You shall timely cooperate with StreamYard to provision the Services, including, but not limited to, giving StreamYard accurate information, access, and materials as reasonably necessary to provide You the Services. You acknowledge that Your delay or failure to do so may result in Your inability to use all or a part of the Services, in which case StreamYard will not be liable.
6.7. Restrictions. Customer will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the Services (in whole or part), or use the Services to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to access the source code of the Services, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to StreamYard, (c) copy, modify, create derivative works of or remove proprietary notices from the Services, (d) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions or (e) use the Services to develop a product that competes with the Services. The foregoing does not prohibit authorized use of the Services by Your Admins and contractors solely as reasonably necessary for You to use the Services, provided that such Admins and contractors are legally bound to comply with Your obligations hereunder and You remain liable for their violation of this Agreement.
6.8. System Requirements. Use of the Services requires compatible hardware, certain software, and Internet access. Non-compatible hardware or software, and quality of Internet access may affect Your usage of the Services. You acknowledge and agree that such system requirements may change from time to time to ensure better performance of the Services (e.g., updating Chrome browser version) and that StreamYard is not responsible if You do not meet system requirements, or if You do not ensure Your personnel are not trained to use Your systems.
7. ANALYTICS
7.1. Analytics. StreamYard may aggregate, collect, and analyze information relating to the provision, use and performance of the Services, and may use such information to provide You the Services, improve Our services and other offerings, and for any other legitimate business purpose (“Analytics”). StreamYard will only disclose the Analytics to third parties for such purposes and to the extent that it is anonymized.
7.2. Your Ownership. Any Analytics specific to You or Your Streams are owned by You and are deemed Your Confidential Information (as defined in 8.1). StreamYard will never use or disclose Your Analytics in a manner intended to allow any third party to identify or benchmark Your business practices and services.
8. CONFIDENTIAL INFORMATION
8.1. Confidential Information. “Confidential Information” means all information disclosed by one Party to the other Party in tangible form and designated as confidential; or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. In the case of StreamYard, it includes but is not limited to, StreamYard’s product roadmap, pricing, security practices, and Beta Features. Confidential Information excludes information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality regarding such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
8.2. Protection of Confidential Information. Each Party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise permitted under this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information (a) solely to the employees, non-employee service providers, or contractors who need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of an administrative agency or court of competent jurisdiction provided that the receiving Party gives the disclosing Party sufficient notice to enable it to seek an order to limit or prevent such disclosure; or (c) as reasonably necessary to comply with Law.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Reserved Rights. Neither Party grants the other any IP Rights or licenses not expressly set out in this Agreement. Except for Customer’s express rights in this Agreement, StreamYard retains all IP Rights in the Services, Platform, and related StreamYard technology. You shall not take any action that is inconsistent with StreamYard’s ownership of its IP Rights or challenge the validity thereof.
9.2. Feedback. If Customer gives StreamYard feedback regarding improvement or operation of the Services, StreamYard may use the feedback without restriction or obligation. All feedback is provided “AS IS” and StreamYard will not publicly identify Customer as the source of feedback without its permission.
10. REPRESENTATIONS AND DISCLAIMERS
10.1. Mutual Representations. Each Party represents to the other that (a) this Agreement is a binding and enforceable agreement; (b) no third-party authorization or approval is required for its execution or performance of this Agreement; (c) the execution and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is bound; and (d) it will use industry-standard measures to avoid introducing viruses, malicious code, or similar harmful materials into the Services.
10.2. Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT OR OTHERWISE PROVIDED IN WRITING TO YOU. WE DO NOT WARRANT THAT ANY ERRORS IN THE SERVICES PROVIDED HEREUNDER CAN OR WILL BE CORRECTED.
11. INDEMNIFICATION
11.1. In this Section 11, the following definitions apply:
“Claim” means any judicial or administrative proceeding, or third party arbitration action, suit, claim, or investigation.
“Expenses” means any reasonable out-of-pocket expense incurred in defending a Claim or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.
“Indemnitee” means a Party and its Affiliates (and in the case of Customer, Affiliates that are expressly permitted to use the licenses to the Products hereunder), and their respective directors, employees, agents, consultants, advisors, and other representatives, receiving an indemnity under this Agreement.
“Indemnitor” means the Party providing an indemnity under this Agreement to the other Party.
“Losses” means any amount awarded in, or paid in settlement of, any Claim.
11.2. StreamYard Indemnification. StreamYard will indemnify Customer Indemnitees against all Losses arising out of a Claim brought by a third party against Customer Indemnitees, alleging that Your use of the Service infringes or misappropriates a third-party’s IP Rights (an “IP Claim”). If Your use of a Service has become or is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (i) procure for You the right to continue using the Services; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by StreamYard, terminate Your Service and refund You a prorated portion of any Subscription Fees previously paid to StreamYard for the unused portion of Your Subscription Period. We will have no liability or obligation regarding any IP Claim if it is caused in whole or in part by (x) compliance with designs, data, instructions, or specifications provided by You; (y) modification of the Services, unless performed or authorized by StreamYard; or (z) the combination, operation or use of the Services with other hardware or software where a Service would not by itself be infringing. The provisions of this Section state the sole, exclusive, and entire liability of StreamYard to You and constitute Your sole remedy regarding an IP Claim. For the avoidance of doubt, the indemnification under this section does not apply for free plan users.
11.3. Customer Indemnification. You will indemnify StreamYard Indemnitees against all Losses arising out of a Claim brought by a third party against StreamYard Indemnitees arising from or related to Your violation of the Community Guidelines in connection with Your use of the Services.
11.4. Procedure. The indemnity obligations in this Section 11 do not apply unless: (a) Indemnitee promptly notifies the Indemnitor in writing of the threat or notice of a Claim; (b) Indemnitor has the sole and exclusive control and authority to select defense attorneys, and defend or settle any such Claim; provided that Indemnitor shall not settle or compromise any claim that results in liability or admission of any liability by Indemnitee without its prior written consent; and (c) Indemnitee cooperates with Indemnitor. An Indemnitee is entitled to participate in the defense of a Claim at its own expense. Indemnitor shall pay any Expenses that Indemnitee incurs in connection with defense of the Claim before Indemnitor assumes the defense, except with respect to any period during which the Indemnitee fails to timely notify Indemnitor of that Claim. If both Parties are negligent or otherwise at fault or strictly liable without fault, then the Indemnitor shall indemnify Indemnitee only for the percentage of responsibility for the damage or injuries attributable to Indemnitor.
12. LIMITATION OF LIABILITY
12.1. Damages Excluded. Neither Party nor their respective Affiliates will be liable to the other under this Agreement, under any legal theory (whether in contract, tort, negligence or otherwise) for any incidental, consequential, indirect, special, exemplary, or punitive loss or damages; or for lost profits, lost sales or business, lost data (through no fault of StreamYard), business interruption, loss of goodwill, costs of cover or replacement, whether or not such Party has been advised of the possibility of such damages.
12.2. Monetary Cap. Each Party’s aggregate liability to the other and its Affiliates arising out of this Agreement shall not exceed the Subscription Fees paid by You (or, as applied to Your aggregate liability, payable by You) during the twelve (12) months before the first event giving rise to such liability. This limitation of liability applies in aggregate to each Party’s and its Affiliates' claims and shall not be cumulative. If applicable based on Your Total Spend, the Enhanced Terms in Appendix 1 apply.
12.3. Exclusions. Notwithstanding Section 12.2, nothing in this Agreement excludes or limits the liability for (a) either Party for death or personal injury caused by its acts or omissions; (b) either Party’s gross negligence, fraud, fraudulent misrepresentations, or intentional misconduct; (c) amounts owed by You under any Orders; (d) Customer’s breach of the license hereunder; or (e) either Party’s indemnification obligations in Section 11.
12.4. Risk Allocation. The Sections on limitation of liability, disclaimer of warranties, and warranties allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing of the Services and is an essential element of the basis of the bargain between the Parties. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or personal injury or death, so some of the above limitations may not apply to You. In these jurisdictions, such Party’s liability will be limited to the greatest extent permitted by Law.
13. GENERAL
13.1. Compliance with Laws. Each Party agrees to abide by all Laws to the extent applicable to its performance or exercise of its rights under this Agreement.
13.2. Anti-Corruption. Each Party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employees or agents of the other Party in connection with this Agreement. If a Party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other Party.
13.3. Economic Sanctions and Export Controls. You acknowledge that StreamYard Services are subject to the economic sanctions and export control laws of the United Kingdom and United States. You agree to comply with such laws, in addition to the laws of any other applicable jurisdiction, in Your use of the Service and agree to not cause StreamYard to violate such laws. Further, You represent and warrant that You: (a) are not organized under the laws of, ordinarily resident in, or located in, a region that is the target of comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine); (b) are not included on any US, EU or UK restricted party list (e.g., Specially Designated Nationals List and Entity List, among others) or otherwise subject to such restrictions based on Your ownership; (c) will not use the Service to support chemical/biological weapons, nuclear, missiles or military activities unless authorized by all applicable laws; and (d) will not permit any person described in the foregoing to use any StreamYard product or service or otherwise participate in any Stream. This section applies except to the extent it would cause any person, including StreamYard and You, to contravene, where applicable, the EU’s Blocking Regulation or the UK’s Protection of Trading Interests Legislation.
13.4. Assignment. You may not, directly or indirectly, by law or otherwise, assign any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our prior written consent, which consent will not be unreasonably withheld. We may, without notice to You and without Your consent, assign or transfer this Agreement to any Affiliate, or in connection with any merger or change of control, or the sale of all or substantially all of Our assets, or the sale of all or substantially all of Our assets related to a specific Product. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns. If applicable, the Enhanced Terms apply.
13.5. Integration. This Agreement constitutes the entire agreement and supersedes any prior agreements between You and StreamYard regarding the subject matter hereof. This Agreement shall apply in place of the terms or conditions in any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being void), and, except as stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party regarding the subject matter hereof.
13.6. Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than 10 days before the effective date of any material amendment that materially and adversely affects Your rights under this Agreement, and Your continued use of the Services following the effective date will be Your agreement to any such amendment. Amendments that are simply addressing new functions We add to the Services or which do not impose any additional burdens or obligations on You will be effective immediately.
13.7. Waiver. Either Party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision of this Agreement.
13.8. Severability. If a provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
13.9. Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
13.10. Notice. Any notice under this Agreement must be in writing and delivered by email to all the addresses specified below. Email notice is effective as of the day sent if sent by 5 pm GMT or the day after if sent after 5 pm GMT.
If to StreamYard, by email to:
- legal@hopin.to with “LEGAL NOTICE” in the subject line, and
- Any additional email addresses specified on the Order.
If to Customer, email to: (a) both notice email addresses specified in the Order (in case of using a sales order executed by the Parties), or (b) the primary email address associated with Your account (in case of using the online ordering process).
13.11. Governing Law. If Your contact address is in the United States: New York State law governs this Agreement, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved exclusively in a court of general jurisdiction in New York, New York subject to Section 14.2 (if applicable). Each Party submits exclusively to the personal jurisdiction of this jurisdiction to resolve any dispute relating to this Agreement or Your use of the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.
If Your contact address is not in the United States: This Agreement and any disputes or claims relating to it or its validity, performance subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed under, the laws of England and Wales and each Party agrees to submit to the exclusive jurisdiction of the Courts of England and Wales subject to Section 14.2 (if applicable). The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.
13.12. Survival. Sections 2 to 14 survive any expiration or termination of this Agreement.
13.13. Logo Rights. During the Subscription Period, You give StreamYard permission to include Your logo and name on StreamYard’s customer lists, sales and marketing collateral.
14. DISPUTES.
14.1. Informal Resolution. StreamYard wants to address Your concerns without resorting to a formal legal case. Before filing a claim, each Party agrees to try to resolve the dispute by notifying the other Party first. If a dispute is not resolved within 30 days of notice, You or StreamYard may bring a formal proceeding.
14.2. Agreement to Arbitrate. If Your contact address is in the United States: You and StreamYard agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration in English language only. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The place of arbitration will be New York, NY and conducted in English.
If Your contact address is not in the United States: You and StreamYard agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration in English language only, under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration will be London, UK and conducted in English.
14.3. No Class Actions. You may only resolve disputes with StreamYard on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
APPENDIX 1
Enhanced Terms
When Your Total Spend exceeds ten thousand U.S. dollars (USD $10,000), these Enhanced Terms apply. When Your Total Spend is below this amount, these Enhanced Terms do not apply.
“Total Spend” means the aggregate amount of Subscription Fees, and qualified Add-Ons, paid by You during the immediately preceding 12 month period for all of Your StreamYard accounts for all Products, but this amount excludes fees for customizations, software development professional services, and Taxes.
When the Enhanced Terms apply, Sections 12.2, 13.4 and 13.6 are deleted and replaced by the following new sections:
12.2 Monetary Cap. Each Party’s aggregate liability to the other and its Affiliates arising out of this Agreement shall not exceed three times (3X) the Subscription Fees paid by You (or, as applied to Your aggregate liability, payable by You) during the 12 months before the first event giving rise to such liability. This limitation of liability applies in aggregate to each Party’s and its Affiliates' claims and shall not be cumulative.
13.4 Assignment. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign its rights and obligations under this Agreement to an Affiliate or in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or related to a specific Product or similar transaction, with notice to the other Party (provided that any assignee of Customer also completes and meets any applicable credit reviews by StreamYard and further provided that if You assign this Agreement to a competitor of StreamYard, StreamYard may terminate this Agreement upon 30 days notice to You). We may, without notice to You and without Your consent, assign or transfer this Agreement to any Affiliate of StreamYard. This Agreement inures to the benefit of and is binding on the Parties’ permitted assignees, transferees and successors.
13.6. Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than 10 days before the effective date of any material amendment that materially and adversely affects Your rights under this Agreement, and Your continued use of the Services following the effective date will be Your agreement to any such amendment. You may elect to terminate this Agreement by providing notice to StreamYard within 30 days of such material amendment, and receive a prorated portion of all prepaid Subscription Fees associated with the impacted Service. Amendments that are simply addressing new functions We add to the Services or which do not impose any additional burdens or obligations on You will be effective immediately.
APPENDIX 2
StreamYard Specific Terms
Your use of StreamYard is subject to the Global Platform Terms (the “Global Terms”) as well as the following specific terms. Any capitalized terms used but not defined herein have the meanings in the Global Terms.
1. OVERVIEW
StreamYard is a professional broadcasting solution.
The StreamYard dashboard and platform generally available at https://streamyard.com is deemed to be the Platform for purposes of the Global Terms.
2. STREAMYARD STUDIO SERVICES
The StreamYard Product enables You to broadcast a live or pre-recorded stream of video-audio content and other materials (a “Stream”) from the Platform and/or for onward distribution to one or more endpoint applications, websites, or services which the Service live-streams to, or which You connect to or enable integration with (each a “Destination”) in connection with Your use of the Service. Example Destinations include LinkedIn, YouTube, and Facebook.
Individuals whom You invite or actually view Your Stream are viewers (“Viewers”) and individuals who participate as a guest or otherwise appear in Your Stream are guests (“Guests”). Viewers and Guests are deemed to be Participants who are subject to the Community Guidelines.
Admins are individuals who may be Your employees or other personnel to whom You may provision an Admin Seat for the purpose of creating and managing Streams and their recordings within “Workspaces,” a premium (paid) feature of StreamYard that enables multiple Admins to create and/or collaborate on Streams.
If You purchase multiple Workspaces and allow a third party (e.g. Your own end client if You are an agency) to access a Workspace, You may not allow another third party to access the same Workspace without the express prior permission of both third parties. Otherwise, only one third party may have access to a Workspace and its content and data at one time. Use of StreamYard in compliance with this section will not constitute a breach of Sections 1.1 or 6.7 of the Global Terms.
Certain features may also be subject to certain limitations as described on the StreamYard Help Center at https://support.streamyard.com/hc.
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