These Subscription Terms of Service Agreement (“Terms”) set forth the additional terms and conditions that apply to Customer’s purchase of, access to, and use of strmz.io subscriptions, their associated websites and services to create and host streaming events (the “Streaming Platform”).  These Terms are intended to supplement the terms and conditions contained in the Terms of Service agreement.  For purposes of these Terms, a “Subscription Order Form” includes any online ordering process incorporating these Terms by reference and/or any Reseller Customer Agreement.  Additional terms may also be set forth in the Subscription Order Form, available by request to support@strmz.io.  The Streaming Platform is intended for business use and if you are accepting these Terms on behalf of an entity, you represent and warrant to us that you have the authority to do so (and for clarity, all other references to “you” in these terms refer to such entity). 

In the event of a conflict or inconsistency between these Terms and any terms contained in the  strmz.io Terms of Service agreement or any Subscription Order Form governed by the strmz.io Terms of Service agreement, these Terms shall control to the extent necessary to resolve the conflict or inconsistency with respect to the Streaming Platform. The Streaming Platform is part of the No Filter “Services” as defined in the applicable strmz.io Terms of Service agreement.  Capitalized terms used but not defined herein shall have the meanings ascribed in the applicable strmz.io Terms of Service agreement or Subscription Order Form.

If you are based within the United Kingdom, additional terms apply to your use of the Streaming Platform (see Section 7 below).

 

1.     Definitions

• “Customer” means the party purchasing the strmz.io Subscription License and referred to as “you” in the strmz.io Terms of Service and strmz.io Reseller Customer Terms of Service, “Customer” in a Master Subscription Agreement, or “Subscriber” in the Subscription Order Form (each, as applicable).  Customer is also referred to in these Terms as “you” and “your.”
• “Event Creator” means the Customer or its employee, agent, or others acting on Customer’s behalf that uses the Streaming Platform to create, organize, manage, and list online events, performances, gatherings, or similar functions.
• “Event Host” means the Customer or its employee, agent, or others acting on Customer’s behalf that uses the Streaming Platform to host and promote online events, performances, gatherings, or similar functions.
• “Event Attendee” means Streaming Platform users that register to attend an Event.
• “strmz.io Terms of Service agreement” means, with respect to customers who subscribe to the Services directly with No Filter, the strmz.io Terms of Service agreement (www.strmz.io/terms-of-service) or a Master Subscription Agreement (or equivalent service agreement) in the case where Customer and No Filter have entered into a separate mutually executed written service agreement; and, with respect to customers who subscribe to the Services indirectly through a Reseller, the strmz.io Reseller Customer Terms of Service or a written service agreement in the case where Customer and No Filter have entered into a separate mutually executed written service agreement.
• “User” means any user of the Streaming Platform, including Event Creators, Event Hosts, Event Attendees and others.

2.     Access and Scope of Services

2.1 strmz.io Subscription License. No Filter hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license for Customer to use the Streaming Platform, subject to these Terms, for the Initial Subscription Term and any Renewal Term and pricing as specified in the Subscription Order Form or, in the absence of a signed Subscription Order Form, for one (1) year from the acceptance date of this agreement and pricing as stated on the Pricing page of the strmz.io website (https://www.strmz.io/pricing).  No Filter reserves the right to enhance or modify features of the Streaming Platform, but, except as set forth herein, will not materially reduce the core functionality or discontinue the Streaming Platform without providing prior written notice to Customer.  Customer will receive standard updates to the strmz.io Streaming Platform that are made generally available by No Filter during the term.  However, No Filter reserves the right to offer additional functionality or premium feature improvements for an additional cost, which may be purchased by Customer through No Filter or through Customer’s Reseller, if applicable.  All rights not expressly granted herein are reserved by No Filter and its licensors. No Filter also reserves the right to charge Customer or its Reseller additional fees, including services fees, commissions, royalties and/or ticket sale fees, but No Filter shall provide prior written notice of any such fees; provided, however, that any increases in per-license fees for No Filter Events subscriptions will be effective upon the commencement of Customer’s next Renewal Term.

 

2.2 Access and Eligibility. To create and host events on the Streaming Platform, you must have a strmz.io subscription and a strmz.io account in good standing.  The Streaming Platform (and certain features thereof) is not available in all countries and No Filter reserves the right to restrict access based on your region.

2.3 Independent Relationship. Your relationship with No Filter is limited to being an independent third-party, and not an employee, agent, joint venturer, franchisee, sales representative, or partner of No Filter for any reason.  You agree that you act exclusively on your own behalf and for your own benefit, and not on behalf or for the benefit of No Filter.  No Filter does not, and shall not be deemed to, direct or control you generally or your performance under these Terms or use of the Streaming Platform.

2.4 No Guarantee of Availability. No Filter does not guarantee the uninterrupted availability or accessibility of the Streaming Platform.  No Filter may limit or restrict the availability of all or part of the Streaming Platform or certain features thereof without notice to protect the security or integrity of the Streaming Platform, our servers, or to carry out maintenance for the Streaming Platform.  No Filter will provide email notifications to Event Creators of scheduled maintenance for the Streaming Platforms.

3.     Use of the Streaming Platform

3.1 Events. Event Hosts are solely responsible for their Events and Event listings, including providing customer support.  When creating an Event listing through the Streaming Platform you must: (1) provide complete and accurate information about your Event; (2) disclose any restrictions and requirements that may apply; and (3) provide any other pertinent information.

3.2 Event Registration. When a User registers for an Event, a contract is formed between that User and the Event Host with respect to the relevant Event.  No Filter is not and does not become a party to or participant in any contractual relationship between Users, and No Filter is not acting as an agent for any User. 

3.3 Event Attendee Terms of Use.  Access to Events on the Streaming Platform created by you will be subject to the Event Participant Terms of Use.

 

4.     Your Entitlements, Payment Terms, Fees and Overages

4.1 Subscription Entitlements. The following entitlements are granted to you (and to your company), as stated in the Subscription Order Form: (1) maximum number of named Event Hosts, (2) maximum Audience Size and (3) Event Hour entitlements or, in the absence of a Subscription Order Form, as stated in the Explorer subscription on https://www.strmz.io/pricing. Please note that your company may hold only one strmz.io subscription at a time, which may be shared between departments, subsidiaries and affiliates of your company, as required.

4.2 Recordings.  Your subscription may entitle you to record your live events or you may choose to purchase the ability to record a specific event. If you have such an entitlement or made such a purchase, you can record an event or events hosted through the Services (the “Recordings”). You are responsible for compliance with all recording laws. By using the Services, you are giving No Filter consent to store (but No Filter shall not have any obligation to store) any such Recordings.  If you do not consent to being recorded, you can choose to leave the meeting or webinar.

4.3 Payment Terms. The subscription fees and payment schedule will be as stated in the Subscription Order Form or, in the absence of a Subscription Order Form, will be as stated in the Explorer subscription on https://www.strmz.io/pricing. If a payment has not been made within 14 days of the payment due date, No Filter reserves the right to suspend your account until payment has been remitted. While your account is suspended, you will not be able to create or host any further events.

4.4 Audience Size Overages. If you host an event where the actual audience size (measured as the total number of joins by unique users, where uniqueness is determined by the user’s stated email address) exceeds your Audience Size entitlement, No Filter will charge you an overage fee per user for the excess. The per-user overage fee will be as stated in the Subscription Order Form or, in the absence of a Subscription Order Form, will be as stated in the Explorer subscription on https://www.strmz.io/pricing. By accepting these terms, you agree that No Filter is authorized to immediately charge you for all overage fees and charges due and payable to No Filter hereunder and that no additional notice or consent is required.

4.5 Event Hour Overages. If you host an event where the event duration causes you to exceed your Event Hour entitlement, No Filter will charge you an overage fee for the excess duration, calculated per quarter hour (or part thereof). The Event Hour overage fee will be as stated in the Subscription Order Form or, in the absence of a Subscription Order Form, will be as stated in the Explorer subscription on https://www.strmz.io/pricing. By accepting these terms, you agree that No Filter is authorized to immediately charge you for all overage fees and charges due and payable to No Filter hereunder and that no additional notice or consent is required.

 

5.     Term, Termination, and Suspension

5.1 Term. These Terms shall take effect upon Customer’s acceptance of these Terms in an online registration page or Subscription Order Form and will remain in effect for the Initial Subscription Term.  With respect to Customers who have subscribed to the Streaming Platform directly from www.strmz.io, unless specified otherwise in the Subscription Order Form, a Renewal Term will commence automatically upon conclusion of the Initial Subscription Term, unless either party sends written notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. All automated Renewals Terms will be based on the up-to-date strmz.io Subscription Terms of Service Agreement and up-to-date pricing on https://www.strmz.io/pricing, as stated on the date of Renewal.

5.2 Termination by Either Party. Either party may terminate these Terms (and Customer’s use of the Streaming Platform) by providing written notice of termination for cause if the other party has materially breached these Terms and has not cured such breach within thirty (30) days of written notice of such breach.  In the event your strmz.io account is terminated or closed, these Terms and your use of the Streaming Platform shall terminate automatically.

5.3 Suspension by No Filter. To the fullest extent permitted by applicable law, No Filter may suspend or limit your use of the Streaming Platform at any time without liability or other obligation to you, in the event (1) we reasonably suspect that you may have violated these Terms, the strmz.io Terms of Service agreement, or other rules and policies set forth on or applicable to the Streaming Platform, or (2) your use of the Streaming Platform is adversely affecting the performance or operation of the Streaming Platform.

5.4 Customer Termination Requirements. Prior to terminating these Terms, you must (1) remove all User Content, including cancelling all pending Events, if applicable, and (2) subsequently discontinue all use of the Streaming Platform.

5.5 Effect of Termination. Termination of these Terms (and Customer’s use of the Streaming Platform) does not automatically terminate any other agreement you may have with No Filter or a Reseller (as applicable), including the strmz.io Terms of Service agreement.  All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, payments and taxes (for transactions prior to termination), disclaimers, and indemnification. In no event will No Filter be liable for enforcement of termination or refund rights contained in these Terms between Customer and a Reseller.

6.     General Provisions

6.1 Entire Agreement. These Terms, the strmz.io Terms of Service agreement and any documents incorporated into these Terms by reference, constitute the entire agreement between you and us regarding the strmz.io Streaming Platform and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.

6.2 Severability. Each of the clauses of these Terms operates separately.  If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

6.3 No Waiver. No failure by No Filter to enforce any of its rights related to the Streaming Platform or to a breach of these Terms will act as a waiver of such rights.

6.4 No Third-Party Beneficiaries. Except as expressly stated herein, these Terms shall not confer any rights or remedies upon any third party.

6.5 Governing Law and Jurisdiction. To the fullest extent permitted by applicable law, these Terms will be interpreted in accordance with the Choice of Law and Forum provisions in the strmz.io Terms of Service agreement.

THE FOLLOWING SECTIONS (COLLECTIVELY, THE “UK TERMS”) APPLY TO YOU ONLY IF YOU ARE BASED IN THE EUROPEAN ECONOMIC AREA, SWITZERLAND, OR THE UNITED KINGDOM.

 

7.     UK Terms

7.1 Business Purposes Only.  No Filter Events is intended to be used by Customers for business purposes only.  Customer represents and warrants that it is entering into these Terms relating to its trade, business, craft, or profession.

7.2 Access to data. Event Hosts will have access to personal and other data generated through the use of the Streaming Platform, including personal data shared by Event Attendees. No Filter may also make other aggregated information available to the Event Host.  The strmz.io Privacy Statement sets out the categories of personal data and other data we collect, how we use, process, disclose and retain it in connection with the Streaming Platform, and how Event Hosts can access it and exercise their data rights.

7.3 Suspension by No Filter. No Filter may, without prior notice, suspend or limit your use of the Streaming Platform if:

• No Filter is subject to a legal or regulatory obligation which requires No Filter to terminate your access to all or part of the Streaming Platform;
• there is an imperative reason pursuant to applicable law;
• No Filter can demonstrate that you have repeatedly infringed these Terms; or
• No Filter reasonably believes that your account is or has been the subject of any fraudulent activity or money laundering (or any attempt at the same) or excessive amounts of chargebacks, whether or not such activity or attempted activity is due to the Event Host’s acts or omissions.
• In such circumstances, No Filter will (except as provided below) provide the Event Host with a written statement of reasons. The Event Host may clarify the particular facts and circumstances which led to the Event Host’s account suspension or termination by using the internal complaints process set forth herein.
• No Filter shall not provide the Event Host with a written statement of reasons where No Filter is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or reference to the applicable ground or grounds, or where No Filter can demonstrate that the Event Host has repeatedly infringed these Terms, resulting in termination of the Event Host’s use of the Streaming Platform.

7.4 Governing law and Jurisdiction. These Terms are governed by UK law.  This means that your access to and use of the Streaming Platform and any dispute or claim arising out of or in connection with the Streaming Platform or these Terms (including non-contractual disputes or claims) will be governed by UK law.  Customer and No Filter agree that the courts of the United Kingdom shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

7.5 Internal complaints-handling process. No Filter has an internal complaint-handling system that is available to the Event Host free of charge.  If you wish to make a complaint related to the Streaming Platform, please contact No Filter at support@strmz.io. Your complaint will be reviewed and forwarded to the appropriate internal resources to consider the concern you have raised in a commercially reasonable time and manner.

 

Mediation. If you are dissatisfied with the handling of your complaint by No Filter or if an agreement cannot be reached under No Filter’s complaint-handling mechanism, either party may apply to resolve a dispute under these Terms with mediation.  No Filter has identified JAMS and the American Arbitration Association as institutions that can provide mediation services. Except as required by applicable law, mediation is voluntary and neither you nor No Filter are obliged to settle disputes through mediation.

Conflicts. If these UK Terms apply to you, these UK Terms shall govern in the event of a conflict between these UK Terms and any other provision of the Terms. and any other provision of the Terms.