Livestream Premium Producer Terms of Use

Last Updated: Novemeber 9, 2009

Welcome to the Livestream LLC ("Livestream") web site - www.Livestream.com - and any other web sites or services owned or operated by Livestream (the "Livestream Service"). The Livestream Service allows you to upload and display certain content as permitted by the functionality of the Livestream Service. "Livestream Premium" (as defined in the Livestream Service Terms of Use) is a paid service portion of the Livestream Service which offers certain benefits to Users of the Livestream Service, a list of which are located here. Please review the Livestream Premium benefits from time to time as they are subject to change without notice.

By signing up for a Livestream Premium account or otherwise using Livestream Premium, you acknowledge that you have read, understood and agree to be bound by these Livestream Premium Producer Terms of Use, including any future modifications (the "Agreement").

Any capitalized terms not defined herein have the meaning set forth in the Livestream Terms of Use.

1. Incorporation by Reference:

Your use of the Livestream Service and Livestream Premium is subject to this Agreement and the Livestream Service Terms of Use (including, but not limited to provisions regarding PROHIBITED USES, INDEMNIFICATION, LIMITATIONS OF LIABILITY AND DAMAGES, and DISCLAIMERS OF WARRANTIES). For the avoidance of doubt, any Produced Content that you have licensed to Livestream or otherwise uploaded to, or displayed on the Livestream Service prior to your signing-up for a Livestream Premium account or otherwise using Livestream Premium, will remain subject to the Livestream Free Producer Terms of Use and the Livestream Service Terms of Use (rather than this Agreement). The Livestream Service Terms of Use ("Terms of Use") is hereby incorporated into this Agreement by reference. The Livestream Service Level Agreement is also incorporated into this Agreement by reference. For information regarding how Livestream collects, uses and discloses your personal information, please see the Livestream Privacy Policy.

2. 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.

3. 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 premiumsupport@livestream.com. 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.

Livestream Premium includes an ability for you to sell Advertising Inventory in connection with your Produced Content. "Advertising Inventory" shall mean any electronic advertising that you may embed or otherwise enable for display in conjunction with the Produced Content; provided, that (i) any such Advertising Inventory shall be subject to any specific Policies regarding advertising (and the integration thereof with Produced Content) for display in connection with the Livestream Service, (ii) your sale of the Advertising Inventory is subject to Livestream' guidelines for advertising as modified from time to time by Livestream, and (iii) all Advertising Inventory will not violate any "Prohibited Uses" restrictions (e.g., that you shall not post, upload to, or create any Produced Content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, vulgar, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, or violate any law, or is otherwise inappropriate) regarding content as set forth in Section 4 of the Terms of Use. You shall retain all revenue received from advertisers for the sale of Advertising Inventory.

4. Fees; Payments:

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.

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.

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.

5. Termination:

For clarity, the following are in addition to the termination provisions in the Livestream Terms of Use:

6. By Livestream:

You agree that Livestream, in its sole discretion, may terminate any account (or any part thereof) you may have with Livestream or use of the Livestream Service and remove and discard all or any part of your account or any piece of your Produced Content (as such term is defined in the Livestream Terms of Use), at any time, without notice.

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.

Livestream complies with the notice and takedown provisions of the Digital Millennium Copyright Act and, as set forth in the Terms of Use does not permit copyright infringing activities on the Livestream Service and reserves the right to terminate access to the Livestream Service and remove all content submitted by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Livestream Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Livestream may have at law or in equity.

7. By You:

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 premiumsupport@livestream.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.

8. Effect of Termination:

Upon termination of this Agreement by you, or subject to Livestream' termination rights under Section 5.1, Livestream reserves the right to charge you fees through the end of your subscription term; provided that you shall have access to the Livestream Service in exchange for such fees through the end of your subscription term. If Livestream terminates your use of any part or all of the Livestream Service prior to the completion of your subscription period (except if such termination is a result of your breach of any obligations, covenants, representations, warranties, or terms in this Agreement or the Livestream Terms of Use, in which case Livestream may terminate without liability as described above), your sole remedy is a pro-rata refund of the purchase price paid for the unavailable service. Upon termination or your Livestream Premium account for any reason, your continued use of the Livestream Service is subject to the Livestream Free Producer Terms and the Livestream Service Terms of Use.

9. Produced Content:

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.

    To the extent not otherwise described in Sections 6.2.1 through 6.2.3 above, your Produced Content does not and will not violate any of the "Prohibited Uses" set forth in the Terms of Use.

    Violators of third-party rights may be subject to criminal and civil liability. Livestream reserves all rights and remedies against any Users who violate this Terms of Use.

    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.

    10. 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.

    11. Indemnification:

    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.

    12. Survival:

    Sections 1, 4, 5 (with respect to any outstanding payments due to Livestream from you), 6, 7, 8, 9 and 10 will survive any termination of this Agreement, provided however that your continued use of the Livestream Service is subject to the Livestream Free Producer Terms and the Livestream Service Terms of Use as described in Section 6.3 above.

    12. Miscellaneous:

    For clarity, all the terms in the Livestream Terms of Use (including, but not limited to Governing Law and Jurisdiction) shall apply to this Agreement. The services hereunder are offered by Max Haot, 195 Morgan Avenue, Brooklyn, NY, 11237, USA. and email: premiumsupport@livestream.com.

    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.