MEDIAWAY WEB TV REVOLUTION
GENERAL TERMS AND CONDITIONS
This Agreement is accepted by electronic means over the internet and is considered valid once the Customer has subscribed to the recurring payment or has anyway successfully completed the payment for the selected service package.
This Agreement is made between:
Mediaway Broadband Television Ltd, named in this Agreement also “Mediaway”, and the Customer as per the informations provided during the web based sign up process
1.DEFINITIONS
Unless the context requires otherwise, the following phrases shall have the following meanings in this Agreement:
“Agreement” means the WEB TV Service Agreement between the Parties comprising these terms and conditions and the Appendices hereto as amended from time to time in accordance with this Agreement.
“Code of Practice” means (1) all applicable codes of practice (including any generally recognized voluntary codes of practice regulating the operation of the internet), all applicable laws, regulations, any government recommendations and/or any recommendations of any regulatory body in the Territory and (2) any rules of procedure (including technical or quality control procedures), guidelines, directions, policies and/or other requirements made or adopted by Operators in the Territory from time to time.
“Content” means the products provided by the WEB TV Services to End Users.
“End User” means any party using the WEB TV Services, on the Mediaway WebTV servers and/or on any third party platform like any social media or website.
“End User Information” means any information of any kind such as but not limited to, demographic or personal information, data or records relating to End Users and/or their use of the Content, including, names, addresses, telephone numbers, account information, security information, usage statistics, communications exchanged or transactions conducted using the Content.
“Intellectual Property Rights” means patents, trade marks, service marks, trade names, design rights, copyright, database rights, semi-conductor topography rights, know-how and other intellectual property rights (of whatever nature and wherever arising) whether registered or unregistered including applications for the grant of any such rights.
“WEB TV-Service” see the Web TV Services Description.
“Office Hours” means the period of time, during which customer support is provided by Mediaway, as further specified in this Agreement.
“Setup phase” means the time needed from the payment of the first recurring service fee to setup the web tv service as agreed with the Customer. This phase shall last not more than 2 months and can be paid as a setup one off fee plus the monthly recurring fee. The Customer must cooperate with Mediaway in order to complete the customised features of look and feel, user experience and web tv navigation menu, bouquet of contents, format of the contents. In the case that the Customer will not be available along this phase, and/or will be impossible to reach an agreed solution, Mediaway will take the final decision on each feature. In this case, the Customer has no right to complain about Mediaway’s decisions and must full pay the recurring and the one off fees.
“Live phase”: starts when Mediaway has made available under a given url and-or domain name, the web tv service as per the features agreed in the setup phase plan.
2. Mediaway OBLIGATIONS – WebTV Service Description
The Service is intended as the integration of the following tasks as described in detail in the Attachment A to this contract.
creation and aggregation of audiovisual content
Keywords analysis and selection for search engine optimization (SEO)
Content ingestion
Social Media Marketing
The Customer will briefly describe his goals and Mediaway will analyse and select the proper keywords for which trying to gain high ranking on the most important search engines as Google and YouTube. Mediaway will also create and/or aggregate audiovisual contents with the mission to provide valuable informations and/or entertainment to the audience targeted in the interest of the Customer. Keywords and Contents will be used in order to attempt to gain high quality ranking positions on search engines to reach a targeted audience in the interest of the Customer. The same contents will be published across social media platforms like Twitter, YouTube, Facebook, Instagram and / or others, up to Mediaway choice. Finally Mediaway will provide quarterly statistics reports about the WebTv Service to the Customer.
3. CUSTOMER OBLIGATIONS
Paying the recurring fees or one-off fees as chosen during the signup process
Providing the required fields informations along the signup process
Being available over email, chat, telephone at least once per week
Providing images, videos, know how, experts and any required source of contents and informations in order to allow to Mediaway the proper tools to create contents for the WebTv Service.
4. GENERAL TERMS AND CONDITIONS
Mediaway will create the content in an autonomous way, not submitting them to the Customer approval but only following the guidelines approved during the setup phase.
By subscribing to the WebTv Service, the Customer delegates and outsources to Mediaway any editorial power to create, aggregate and publish contents in order to reach targeted audience in the interest of the Customer
If the purchased service package will include it, the Customer delegates Mediaway to create and manage social media accounts with the name/brand of the Customer. Mediaway will create and publish contents as videos, texts, articles, pictures, sounds, re-publish third party contents, on behalf of the Customer at Mediaway sole discretion, within the target fixed by Mediaway which will be based on the signup informations provided by the Customer and under the setup phase plan. No payment suspension and/or retirement from this agreement will be valid up on contents disapproval of whatever nature.
In case of disapproval of one or more contents published by Mediaway, the Customer shall email details of the disapproval reasons. Mediaway will only put its best effort in considering the Customer notes for the future contents of the WebTv Service. No correction to previously published contents will be possible.
Mediaway will not use any kind of explicit content representing sexuality, offenses, violence.
The quantity and kind of deliverables included in the WebTv Service are detailed in the service package description, provided during the signup process.
During the validity of this Agreement, the Customer releases to Mediaway each and all rights to publish images representing his name and / or brand, to create and publish contents in the ways described in this contract.
Mediaway will not be responsible for third party comments, opinions, interactions which are the nature of social media marketing and could include negative ratings about the Customer.
The Customer authorizes Mediaway to process payments as described in the web tv service packages, showed during the signup process. In case of failure in automatic payments, Mediaway will attempt 1 more time manually to charge the Customer. If within 10 days from the failed payment the Customer has not restored an automatic mean of payment, Mediaway has the right to suspend the WebTv Services and retire thisAgreement bearing no kind of obligations toward the Customer.
5. CONFIDENTIALITY
Each Party shall keep confidential and shall not without the prior written consent of the disclosing Party copy or disclose to any third party the content of any documents of information which is designated by means of appropriate text to be of confidential nature of which by nature obviously is confidential acquired from the other Party in connection with this Agreement. Each Party shall copy and use such documents and information solely for the purpose of this Agreement.
The foregoing obligations shall not apply to any information which;
is within the public domain at the time of disclosure or later becomes part of the public domain through no fault of the receiving Party; or
was known to the receiving Party prior to disclosure by the disclosing Party as proven by the written records of the receiving Party; or
is disclosed to the receiving Party by a third Party who did not obtain such information, directly or indirectly, from the disclosing Party.
Affiliated companies of Mediaway shall not be considered third parties in the sense of this clause.
The obligations under this Clause shall bind the Parties for a period of five (5) years from the date of disclosure of such information and they will survive any cancellation or termination of this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS
Nothing in this Agreement shall entitle either Party to use the other Party’s name, logo or trademark in any way or any context whatsoever without the prior written consent of the other.
Mediaway however shall have the right to promote the Client and its services provided under this Agreement. The expenses for such promotion and the extent and scope of such promotion, advertisements etc shall be taken by Mediaway.
7. FORCE MAJEURE
Neither Party is under any liability for any failure to perform any of its obligations under this Agreement due to any cause not within its control including, without limitation, lock-outs, strikes, other industrial disputes, riots or civil commotion, wars (whether declared or not), expropriation of confiscation for public needs, embargo, discontinuation of public or private transportation or supply of energy, general local or national collapse of networks, fire, sabotage or some other unusual event which causes equally drastic effects beyond the affected Party’s control. Following notification by either Party to the other of such cause, such Party shall be allowed a reasonable extension of time for the performance of its obligations. Any Party may terminate this Agreement by giving written notice to the other if performance of this Agreement is substantially prevented for more than 2 (two) months due to any cause referred to in this Agreement.
8. INDEMNITY
The Client shall at all times indemnify and keep fully and effectually indemnified Mediaway against all liabilities (including damages, expenses, regulatory fines, penalties and costs), actions, proceedings, claims and demands and all alleged claims and demands whatsoever (including, but not limited to, any claim that the Content or the marketing or provision of the related services infringe the Intellectual Property Rights of any third party or any Code of Practice) arising directly or indirectly out of or in consequence of the marketing, provision or use of any Content and/or the associated services of the Client or the conduct of Client’s business. Mediaway shall as soon as reasonably possible give notice to the Client of any such action proceeding, claim or demand.
9. TERM AND TERMINATION
This Agreement enters into force upon signing and is valid for a period of 12 (twelve) months. Hereinafter the Agreement is prolonged until further notice with a right for each Party to terminate the Agreement upon 3 (three) months written notice.
Either Party may terminate this Agreement immediately upon written notice if the other Party should fail into bankruptcy or enter into liquidation proceedings.
In case of breach hereunder by any Party the other Party has the right to terminate this Agreement immediately after written notice to the other Party specifying the breach. Mediaway has the right to retire from this Agreement anytime with 60 days prior notice. In this case the Customer will be no longer charged after the last day of the service delivered.
10. ASSIGNMENT
Neither Party has the right to assign this Agreement without the prior written consent of the other Party. Mediaway has however the right to assign this Agreement to any company within the Mediaway Group of Companies which is defined as the companies with the same major shareholder.
11. MISCELLANEOUS
Neither Party will advertise or publish any information related to this Agreement without the prior written approval of the other Party otherwise as stated Clause 6 (Intellectual Property Rights).
This Agreement set forth the entire understanding of the Parties with respect to the subject matter contemplated hereby. Any and all previous Agreements and understandings between the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement. This Agreement shall not be amended or modified except by written instrument duly signed by both Parties.
12. NOTICES
Any notice, request, demand, consent or other communication which is required or permitted hereunder shall be in writing and in English and shall be deemed given only if delivered personally or sent by telefax or by registered or certified mail to designated persons set out in the Order Form.
13. DISPUTES
For any dispute the Parts elect the Court of London, UK.
ATTACHMENT A):
Web TV Deliverables:
Up to 5 hours of video shooting with the camcorders, lights and features decided solely up on Mediaway discretion.
Up to 10 episodes edited, each episode is up to 15 minutes length.
50 keywords ranking pursued per month ; 50 contents posts on YouTube, Facebook, Instagram, Twitter. Mediaway has the right to decide to replace one of those social media platforms with a different one.
Rent of Mediaway Web TV Revolution Platform, including high reliability server, software to manage video contents, subscribers, online payments.
Setup: Euro 875,00
Monthly: Euro 525,00
Mediaway will withdraw the 30% of each and all Web Tv revenues and will release the remaining amount to the Customer, minus the cost of each transaction. The payout of those revenues to the Customer will be performed within 15 days from the end of each month of the live phase.
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