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:
Netmedia Solutions LLC (hereinafter mentioned also as “Netmedia”), a company duly incorporated under the laws of USA, with its registered office at 16192 Coastal Highway, Lewes, DE.
and the Customer as per the informations provided during the web based sign up process
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 Netmedia 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 Netmedia, 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 or it is equal to the first payment plan installment, depending by the specific plan subscribed. The Customer must cooperate with Netmedia 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, Netmedia will take the final decision on each feature. In this case, the Customer has no right to complain about Netmedia’s decisions and must pay in full either the recurring and the one off fees.
“Live phase”: starts when Netmedia has made available under a given url and-or domain name, the web tv service detailed in the plan subscribed among the ones listed in the attachment
2. Netmedia 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 or aggregation of audiovisual content
- Content ingestion
The Customer will provide to Netmedia the Materials described in chapter 3 of this Agreement. Netmedia will produce the agreed content following its sole know how as independent editorial choice and creation; the content creation is not intended as customised to the Customer’s requirements.
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, texts, know how, and any required source of contents and informations in order to allow to Netmedia the create of contents for the WebTv Service.
4. GENERAL TERMS AND CONDITIONS
- Netmedia will create the content as an independent editorial creation, not submitting the content to the Customer’s approval. The Customer will receive a preview of the Content and will have 3 working days to approve or deny the publication of the Content. In case of denied approval, Netmedia can either discuss changes to the Content with the Customer or retire from the Agreement, refunding to the Customer the amount paid so far. In case of approval (written by email), the Customer will no longer have any right to ask for changes to the Content. Parties agree: a) that Netmedia will be not anyhow liable for negative comments maybe arising from the viewers; b) that Netmedia will be not anyhow liable for any reputation damages anyhow related to the Content and the Services provided under the execution of this Agreement.
- By subscribing to the WebTv Service, the Customer delegates and outsources to Netmedia 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 Netmedia to create and manage social media accounts with the name/brand of the Customer. Netmedia will create and publish contents as videos, texts, articles, pictures, sounds, re-publish third party contents, on behalf of the Customer at Netmedia sole discretion, within the target fixed by Netmedia 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 Netmedia, the Customer shall email details of the disapproval reasons. Netmedia 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.
- Netmedia 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 Netmedia 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.
- Netmedia 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 Netmedia to process payments as described in the web tv service packages, shown during the signup process. In case of failure in automatic payments, Netmedia 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, Netmedia has the right to suspend the WebTv Services and retire this Agreement bearing no kind of obligations toward the Customer.
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 Netmedia 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.
Netmedia however remains the sole owner of each and all copyright about the contents created under the execution of this Agreement. The Customer has the right to embed the contents as far as the Plan’s payments are in good standing. After 12 months of payments as planned in the subscribed solution, the Customer becomes owner of the rights on the contents created under the execution of this agreement and can ask to Netmedia a file of the video. Before the 12 months of payments, the Customer can use the video by embedding the code provided by Netmedia. Netmedia maintains the right to distribute and generate revenues without limitations of time and territory. Netmedia will not owe to the Customer neither any share of revenues nor any licence fee for whatsoever use of the contents.
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, lockdowns, pandemic outbreaks, 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.
The Client shall at all times indemnify and keep fully and effectually indemnified Netmedia 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. Netmedia 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. Netmedia 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.
Neither Party has the right to assign this Agreement without the prior written consent of the other Party. Netmedia has however the right to assign this Agreement to any company within the Netmedia Group of Companies which is defined as the companies with the same major shareholder. Netmedia has the right to assign the payment processing and invoicing to any third party.
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.
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.
For any dispute the Parts elect the Court of London, UK.
Web TV Deliverables are the ones detailed on the url: