1. Service Description

Videosher (hereinafter – Service) is an online video platform to:

·         Upload and store video files, including video, audio, subtitles, and other related files, group all related files under the media asset.

·         Ingest live video and audio streams.

·         Process (validate, transcode, edit) media assets to prepare them for streaming or use outside of the Service.

·         Record live streams and store the recordings.

·         Manage media assets in the Service portal.

·         Edit media related information, including metadata.

·         Embed the media player on your or 3^rd party websites and apps or use media streams via 3^rd party player.

·         Publish and stream media to your viewers.

·         Obtain analytics data from the Service or integrated third party services.

·         Configure Service settings for optimal usage and performance.

·         Use API and other integration tools to integrate workflows into own or 3^rd party systems.

·         Use any other functionality provided by the Service.

The self-service portal of the Service provides all functionality provided by the Service.

 

2. General

You accept these Terms by signing up for the account, purchasing Videosher services, logging into Videosher portal(s), using Videosher integration services like API, using embeddable players and media content from the Service, or using the Service in any other way.

The Service is intended for business entity which is an incorporated entity or any other legal entity according to the respective home country law. Any natural person or automated system who has any type of access credentials to the Videosher interfaces like content ingest interfaces, web portals, API interfaces, or any other interface type provided by the Service, is obliged to comply with the Terms.

When we update the Terms by posting them on our website you accept the terms by continuing to use the Service.

Integrated 3^rd party services are subject to the respective terms and conditions of the 3^rd party.

 

3. Service Plans and Billing

To use our service, you must sign-up and pay for the Service Plan. To make payments you must register a valid credit card owned by you and you must ensure that enough funds for the purchase are available on the credit card. By making a purchase you agree that the payment is made from your credit card. Each Service Plan has a defined usage period and includes service features and pre-assigned volumes of Billable Items. Service Plans, their usage periods and included Billable Items are defined on Service website. There are several types of Service Plans:

·         Trial Plan is free to use for a limited time period, includes limited volumes of Billable Items and all features of Pre-paid Plans. After the expiration of limited time, you must purchase one of the Pre-paid Plans or your account will be closed automatically, all configurations and content deleted.

·         Pre-Paid Plans are fixed price plans with pre-assigned volumes of Billable Items included. Plan prices are published on the service website https://www.tetmedia.services/videosher-online-video-platform and available in the Video service portal Billing section. Pre-Paid Plans have limited monthly or yearly usage period depending on your choice. The Plans are renewed automatically on the last day of usage for the next period unless you choose to cancel them before the renewal date.

·         Enterprise Plan is a custom plan with custom pricing and usage period agreed in an individualized agreement. Enterprise Plan proposals are provided upon request to our sales representative. Typically, Enterprise Plan is provided if the volume of the deal significantly exceeds the Pre-Paid Plans.

All Service Plans are self-service plans if not defined otherwise in an individualized agreement. Managed service is available as part of the Enterprise Plan if agreed.

No refunds are provided for any Pre-Paid Plan or purchased additional volumes even if you choose to close your account before the end of actual usage term of the purchased plan. See section 5 for the terms of account closure.

To extend the pre-assigned volumes in the Plan you can purchase additional volumes of Billable items. All purchases are charged upfront before the actual usage unless stated otherwise in the mutual agreement we sign if you have Enterprise Plan.

Billable Items are:

·         Content Delivery Network (CDN) Traffic, used for streaming media to end users. Billed in gigabytes (1 GB = 1000 MB).

·         Media Storage, used for storage of all media related files, uploaded source files, recorded stream files, and files generated by the processing services. Billed in gigabytes (1 GB = 1000 MB).

·         Media Plays, used to play media for your viewers. Billed per 1000 of activated playback sessions. Each individual playback session is registered regardless of its length.

·         Media (File) Transcoding, is used to prepare the media into multiple renditions of different resolutions and bitrates to provide adaptive bitrate streaming when player selects the most suitable rendition according to device and internet connection capabilities of the viewer. Billed per media source minute if system standard transcoding settings are used or per output minute according to price set for each stream type. Output minute billing is available only for Enterprise Plan.

·         Live Event Transcoding (up to HD 1080p) and Live Channel Transcoding, are used to prepare the live streams into multiple renditions of different resolutions and bitrates to provide adaptive bitrate streaming when player selects the most suitable rendition according to device and internet connection capabilities of the viewer. Live Event Transcoding is billed per streaming hour with system standard transcoding settings used. Live Channel Transcoding is billed per month for reserved 24/7 live stream channels.

·         Live Stream Packaging, used to transform the stream into online streaming protocols like HLS or MPEG-DASH. Billed per streaming hour only for streams that are not transcoded.

·         Geolocation Checks, used to verify the viewer country of origin and restrict access to streams in case the license does not allow to stream in the respective country. Billed per 1000 of checks.

·         Proxy/VPN Detection Checks, in addition to Geolocation Checks verify also if a proxy or VPN service is used to access the streams to circumvent Geolocation Checks. Billed per 1000 of checks.

·         Digital Rights Management (DRM), studio grade digital rights management used to encrypt and authorize player to play the protected streams. Billed per 1000 of activated DRM protected playback sessions.

Billable items are accounted according to actual usage. The respective service is suspended when the volume included in the Plan or purchased in addition is consumed.

If we choose to change the plan prices or the prices for additional volumes, we will send you a message at least 30 days before the planned change, requiring confirming that you are ready to continue with the new price and pay it when the recurring payment for the next period will happen. If you do not confirm the price change, the service will terminate as defined in the section 5. The prices for additional volumes only apply after the next renewal of the plan and stay the same during the whole period of plan validity.

Value-added tax is calculated at checkout according to the European Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax (https://eur-lex.europa.eu/eli/dir/2006/112/oj/?locale=en) and the law of Republic of Latvia. If no VAT number of the customer is provided, VAT 21% is applied, except for UK and Ukraine where the service is provided only for VAT payers.

We constantly update the Service with new features and improve existing ones. Some of these features will be included in the plan you have purchased; some might be available for purchase in addition.

3.1       Automated Top-ups

Automated top-ups are recurring purchases that are billed automatically upon your consent. Automated top-ups are available to configure within the Service to automatically purchase additional Billable Items volumes whenever the purchased volume is consumed to prevent unexpected service disruptions for your viewers.

3.2       Roll-overs

For Pre-Paid Plan fixed fees paid in advance no roll-overs of unused Billable Items volumes included in the fixed fee are provided for next period.

For additional volumes purchased or automated top-ups the unused volume rolls over to the next period but these can be used only until the validity term of each purchase which is displayed at each purchase or during the configuration of automated top-up.

Billable Items from multiple purchases are accounted in the historic order. The oldest volume is used until it is depleted and only after this the consumption of the next oldest volume starts.

 

4. Signing Up, Account Provisions and Users

To sign up for the Service, you must register a new account on our Service website and provide your name, e-mail address, company name, company registration number, company VAT number (if applicable), company address. The Service account is created for your company and after signing up you automatically become your company account administrator.

This contract commences at first use of the Service and continues until you terminate the Service by closing the account.

By creating an account, you agree to receive notices from the Service at this email address. You must keep this e-mail address functional, so that you can receive all communication from us.

If your company teammates or partner employees need access to the Service, you must create additional user for each person using the Service. Any user created in your company account must comply with these Terms and accepts them by accepting the invitation and logging into the Service portal. The number of users per company account is not limited.

For each API integration of your own or 3^rd party system API keys must be created in the Service portal and used solely by the system which they are assigned for. Usage of the API integration services must comply with these Terms.

You are responsible for all activity in your account including unauthorized activity. If you become aware of breach of any account credentials, you must prevent any further unauthorized access to the account. Any usage of Billable Items that incurs as a result of any activity on your account will be accounted and charged in accordance with your Plan.

 

5. Account Closure

When the usage term of the Plan ends, and it is not renewed your account is suspended for the Grace Period which starts after the account is suspended and allows you to retrieve and clean-up your content. The length of Grace Period depends on the Plan and payment schedule. During the Grace Period the functions of the Service are limited and are intended at retrieval of your content and cleaning it up.

You can choose to close the account earlier before the end of the Plan usage term by selecting and confirming the respective option in the platform, if you wish to do so, but we will not provide any refunds in such case.

After the account is closed all unused volumes of the Billable items are canceled and not refunded.

After the end of the Grace Period all content and configurations are deleted, and the account is no more accessible. You are responsible for retrieving and archiving of all your content. We do not bear any responsibility of any loss of your content after the Grace Period ends.

We may terminate this contract or suspend the usage of your account and content if you breach this contract.

In the event of any termination or expiration, the following sections will stay in effect: Section 8 (Disclaimers), and Section 9 (General Provisions).

Grace Period for monthly usage is a week and for yearly usage is a month after the account is suspended. 

6. Videosher API, Notifications and Javascript Embed Code

Videosher API is the RESTful API interface providing functions to work with the Videosher platform from external application code.

Videosher notifications is the service that sends automated messages when the status of objects of Videosher platform change because of automated or manual manipulations. Notifications can be sent in different formats like MQTT, webhooks, e-mails and Slack to automate processes on external systems or for monitoring.

JavaScript Embed Code is a customizable embeddable code with a player, provided in JavaScript language.

You are allowed to use Videosher API and notifications service to integrate workflows with your or 3^rd party services and systems. You must comply with these Terms when doing so.

·         You must not decompile or reverse engineer the API and circumvent the limitations of API calls and returned data.

·         You must follow Videosher API documentation and general development best practices by limiting the API calls to the least number possible by caching the data locally in the connected system and using Videosher notification system messages to get notifications about the updates in Videosher rather than querying API to detect changes in the content.

·         You must not perform load tests towards the Videosher API.

·         You must create a separate API access key/secret pair for each integrated system or service with only those functions enabled that are necessary for the particular integration. You must keep the API access keys and secrets confidential and share them only with direct users of the API, if necessary.

·         You must configure notification endpoints to send only those notifications that are necessary for the particular integration to limit number of sent notifications to the minimum.

·         You are not allowed to configure notifications into services and systems where you don’t have access, including sending e-mails to addresses of people who have not given the consent to receive such messages.

·         You are allowed to extend the Videosher JavaScript embed code with your functionality with the condition that you are not allowed to interfere with the player plugins that are provided by Videosher for 3^rd party service integrations into accounts that are bundled with Videosher service, e.g., NPAW Youbora Analytics.

·         You must not configure 3^rd party integrations into accounts that are not owned by you or whose owners have not given the consent to integrate with these accounts, e.g., configure Google Analytics Tracking ID that you don’t own.

 

7. Acceptable Use

You are fully responsible of any content that you upload or stream to the Service. We may monitor your account and content, and we may remove the content if it violates these Terms.

You must have copyright or any other type of rights that allow you to use the content and stream it using the Service. If the copyright owner sends us a notice of copyright violation and enough evidence of copyright infringement, we can remove this content from the Service and terminate the account in case of repeated infringements.

The content is not allowed to upload or stream into the Service if it:

·         Infringes copyrights or other rights of any third party,

·         Is defamatory,

·         Is harassing or abusive,

·         Contains hateful or discriminatory speech,

·         Promotes or supports terror or hate groups,

·         Exploits or endangers minors,

·         Depicts unlawful real-world acts of extreme violence,

·         Depicts sexualized violence, including rape, torture, abuse, and humiliation,

·         Depicts animal cruelty or extreme violence towards animals,

·         Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices,

·         Contains false or misleading information (including fake news, deepfakes, propaganda, or unproven or debunked conspiracy theories) that creates a serious risk of material harm to a person, group, or the general public, or

·         Violates any applicable law.

You may not:

·         Use the Service to violate any sanctions or restrictions imposed by UN, European Union, North Atlantic Treaty Organization, United States     or any other member state of the North Atlantic Treaty Organization (hereinafter – Sanctions).  In case your company, Company owners, officials or true beneficiaries fall under the sanctions, and we are not allowed to provide the Service to your company, we have rights to immediately terminate your account without any refund provided. We also reserve the right to check if your company falls under the sanctions and may ask you to provide additional information regarding your company and its stakeholders. If you refuse to provide the requested information, we may terminate your account immediately. For more information please visit the website https://www.sanctionsmap.eu/ and https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-information.

·         Circumvent the Service usage accounting.

·         Circumvent the Service security features.

·         Make unnecessary number of requests towards the Service interfaces.

·         Use the Service for any other illegal activities.

 

8. Disclaimers

In order to use Videosher, you need a stable internet connection. Videosher is not responsible for any malfunction of Your internet connection. You use the service at your own risk.

Videosher does not guarantee any of the following:

·         That our Service, or any part of it, will be available or permitted by your local authorities, work without errors, in a completely secure manner, or accessible on any devices or browsers in your environment.

·         To have backups of your content in case of technological failures. You are responsible for keeping backups of your content. Videosher can provide optional means to create such backups on third-party services which should be created and configured by you.

·         That any geoblocking or digital rights management solution that we might offer will be 100% effective.

·         That we will support any particular feature or maintain compatibility with any third-party software or device after the announced end-of-life date.

·         That our Service will work with any third-party websites or resources.

 

9. General Provisions

Any disputes and differences arising out of the signing, performance, termination, or effectiveness of the present Agreement shall be resolved by the Parties through negotiations; should the negotiations fail, the dispute shall be referred to the court of the Republic of Latvia with the relevant jurisdiction.

Videosher will not be liable for any delay in or failure to perform its obligations as a result of any cause beyond its reasonable control, such as fire, flood, earthquake, strike, amendments to the law. 

This Agreement may not be amended, modified, or superseded, unless in accordance with Section 2. If any provision or term of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected.