So, you like what we do and want to tell your friends? OK, let’s make a deal – we’ll pay you a trailing commission of 5% of the revenue generated by anyone you refer to rivusTV. How does that sound?
If you like the sound of that, read on and let’s get you registered as a rivusTV Referrer.
These Terms explain our obligations as a Service provider and Your obligations as a Referrer. The most important thing is that these Terms are binding and apply to You from the time that You register as a Referrer.
The rivusTV Services will evolve over time based on user feedback, we’re developing awesome features constantly and want to hear from You if You have any suggestions. Be aware these Terms aren’t intended to answer every question or address every issue raised by the use of the rivusTV and rivusTV reserves the right to change these Terms at any time – we’ll post the modified Terms and rivusTV will make every effort to let You know about these changes via email or notification via the Services. To be clear, it’s Your obligation to ensure that You have read, understood and agree to the most recent Terms available on the Website.
By registering as a rivusTV Referrer you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person or entity for whom You are registering.
These Terms were last updated on 17 July 2012.
1 DEFINITIONS
"Access Fee"
means the fee according to the Content Owner’s Subscription (including any taxes and duties) payable by the Content Owner in accordance with the Fee Schedule set out on the Website (which rivusTV may change from time to time on notice to You).
"Agreement"
means these Terms.
"Confidential Information"
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Services but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
"Content"
means any digitised media the Content Owner uploads or streams live using the Services.
"Content Owner"
means the person who registers to use the Services to distribute Content, and, where the context permits, includes any entity on whose behalf that person registers to use the Services.
"Disclosing Party"
means the party who discloses information to the other party in connection with this Agreement.
"Excess Data Charge"
means the fee for any data exceeding the usage allowance, according to the Content Owner’s Subscription, (including any taxes and duties) payable by the Content Owner in accordance with the Fee Schedule set out on the Website (which rivusTV may change from time to time on notice to You).
"Excess Storage Charge"
means the fee for any digital storage exceeding the usage allowance, according to the Content Owner’s Subscription, (including any taxes and duties) payable by the Content Owner in accordance with the Fee Schedule set out on the Website (which rivusTV may change from time to time on notice to You).
"Fee Schedule"
means the fees applicable to using the Services as outlined on the Website.
"Flagfall Fee"
means the transaction fee charged per Content item viewed or downloaded (including any taxes and duties) payable by the Content Owner in accordance with the Fee Schedule set out on the Website (which rivusTV may change from time to time on notice to You).
"Gross Receipts"
means the total amount of Paid Content Fees collected by rivusTV from Viewers who access the Content Owner’s monetised Content.
"Intellectual Property"
includes any: copyright; design, patent, trademark, semiconductor or circuit layout rights (whether registered, unregistered or applied for); trade, business, company or domain name; and know how, inventions, processes, Confidential Information (whether in writing or recorded in any form); and any other proprietary, licence or personal rights arising from intellectual activity in the business, industrial, scientific or artistic fields; service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Net Receipts"
means Gross Receipts minus Flagfall Fees and Refunds.
"Notice"
means a notice or other communication connected with this Agreement.
"Paid Content"
means any Content the Content Owner charges the Viewer to access, view or download.
"Paid Content Fee"
means the fee (including any taxes and duties) payable by the Viewer to access, view or download Paid Content.
"Paid Subscription"
means any Subscription which includes components of the Services which attract an Access Fee or other fees as outlined this Agreement and detailed in the Fee Schedule (which rivusTV may change from time to time on notice to You).
"Receiving Party"
means the party to whom information is disclosed in connection with this Agreement.
"Refer"
means to introduce a new Content Owner who subsequently registers to access and use the Services.
"Referrer"
means any individual or organisation registered to Refer the Services to their own networks of individuals or organisations via a unique Referrer Link issued by the Services.
"Referrer Commission"
means the portion of Net Receipts owed to You as a Referrer (including any taxes and duties) payable to You in accordance with these Terms (which rivusTV may change from time to time on notice to You).
"Referrer Link"
means the unique website link, issued by the Services when You register as a Referrer, which may be embedded into Your website and which directs people to the Services and identifies You as the Referrer.
"Refunds"
means any refunds of Paid Content Fees made to Viewers who did not receive the Paid Content they selected.
"Services"
means the Content sales, live streaming, content management, reporting and content delivery network Services made available to Content Owners (as may be changed or updated from time to time by rivusTV).
"rivusTV"
means rivusTV Limited (ABN 48 123 741 613) trading as rivusTV of Suite 702/198 Harbour Esplanade, Docklands, Victoria 3008, Australia.
"Subscription"
means the components of the Services to which the Content Owner has registered to access.
"Viewer"
means any individual or organisation who can view or download the Content Owner’s Content.
"Website"
means the internet site at the domain www.rivusTV.com or any other internet site operated by rivusTV.
"You"
means the Referrer. "Your" has a corresponding meaning.
2 REFERRER REGISTRATION
2.1 Referrer Rights
Upon registration, rivusTV will issue You with a unique Referrer Link via the Services and gives You the right to use that Referrer Link to Refer Content Owners to the Services. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that:
(1) You will be deemed the Referrer only if the Content Owner is directed to the Services via Your unique Referrer Link;
(2) You will be deemed the Referrer only if the Content Owner signs up to the Services within 30 days of having been directed to the Services via Your unique Referrer Link;
(3) You will be eligible for Referrer Commission in accordance with clause 3.1 and 3.2 until this Agreement is terminated in accordance with clause 8.
3 YOUR OBLIGATIONS
3.1 Referrer Commission on Paid Content
As a Referrer, rivusTV will pay You 5% of Net Receipts generated by any Content Owner You Refer to use the Services, when that Content Owner charges a Paid Content Fee to Viewers to access their Content. In respect of all Paid Content Fees collected by rivusTV, rivusTV shall:
(1) calculate the:
(a) Gross Receipts
(b) Flagfall Fees; and
(c) Refunds;
(2) subtract from the Gross Receipts all Flagfall Fees and Refunds to arrive at the Net Receipts;
(3) pay to You, via PayPal, Your Referrer Commission.
3.2 Referrer Commission on Paid Subscriptions
As a Referrer, rivusTV will pay You 5% of any revenue generated from Paid Subscription fees, Access Fees, Excess Data Charges and Excess Storage Charges by any Content Owner You Refer to use the Services. Referrer Commissions will only be paid to You when rivusTV has received full payment from the Content Owner.
3.3 Payment of Referrer Commission
Each month, starting one month from the date you register to use the Services, rivusTV will pay to You, via PayPal, Your Referrer Commission on commissionable revenue received by rivusTV in the previous month. rivusTV will continue paying Referrer Commission to You until this Agreement is terminated in accordance with clause 8. All Referrer Commissions include all applicable taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for reporting all such taxes, levies, or duties.
3.4 PayPal account
Upon registering as a Referrer, you must nominate Your PayPal account. This account will be credited by rivusTV for any Referrer Commissions You earn in accordance with clause 3.1 and 3.2.
3.5 Refunds
rivusTV’s Refund policy sets out the circumstances under which rivusTV will issue a Refund to the Viewer. You should read that policy at www.rivusTV.com/refunds/ and You will be taken to have accepted that policy when You accept these Terms.
3.6 General obligations
Should rivusTV become aware that Your registration as a Referrer is unlawful, rivusTV reserves the right to suspend Your access to the Services and cease paying You any Referrer Commission at any time in its sole discretion. You must only use the Services and Website for lawful and legitimate purposes, in accordance with these Terms and any notice sent by rivusTV or condition posted on the Services or Website. You may use the Services and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
3.7 Communication conditions
As a condition of these Terms, if You use any communication tools available through the Services or Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services or Website, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, Content that may be offensive to any Viewers or other users of the Services or Website, or material in violation of any law (including material that is protected by Intellectual Property rights, copyright or trade secrets which You do not have the right to use). When You make any communication via the Services or Website, You represent that You are permitted to make such communication. rivusTV is under no obligation to ensure that the communications via the Services or Website are legitimate or that they are related only to the use of the Services or Website. As with any other web-based forum, You must exercise caution when using the communication tools available on the Services and Website. However, rivusTV does reserve the right to remove any communication at any time in its sole discretion.
You must:
(1) comply with the Privacy Act 1988 (Cth) as if it were an “organisation” as defined in that Act;
(2) comply with Spam Act 2003 (Cth) in connection with Your use of the Services; and,
(3) not use any data obtained from a “list” purchased, licensed or otherwise obtained from any third party in order to distribute information using the Services.
3.8 Access conditions
(1) You must ensure that all usernames and passwords that You use to access the Services are kept secure and confidential. You must immediately notify rivusTV of any unauthorized use of Your passwords or any other breach of security and rivusTV will reset Your password and You must take all other actions that rivusTV reasonably deems necessary to maintain or enhance the security of rivusTV's computing systems and networks and Your access to the Services.
(2) As a condition of these Terms, when accessing and using the Services, You must:
(a) not attempt to undermine the security or integrity of rivusTV's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
(b) not use, or misuse, the Services or Website in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or Website, or impair the ability of any other user to use the Services or Website;
(c) not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
(d) not transmit, or input into the Services or Website, any: files that may damage any other person's computing devices or software, Content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
(e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver or operate the Services or Website except as is strictly necessary to use either of them for normal operation.
3.9 Indemnity
You indemnify rivusTV against all losses and liabilities incurred by rivusTV, and costs actually payable by rivusTV to their own legal representatives (whether or not under a costs agreement) and other expenses incurred by them in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal), in connection with any:
(1) breach by the Referrer of its obligations under this Agreement;
(2) misconduct or gross negligence of the Referrer, its associates or employees, officers and agents in connection with this Agreement, except to the extent caused or contributed to by rivusTV or its employees, officers or agents.
4 CONFIDENTIALITY AND PRIVACY
4.1 Confidentiality
Each party acknowledges that Confidential Information disclosed by the Disclosing Party in connection with this Agreement is proprietary, confidential or a trade secret of the Disclosing Party. Except as stated in this Agreement, the Receiving Party must not and must not permit any of its officers, employees, agents, contractors or related entities to use or to disclose any of the Confidential Information to any other person without the prior written consent of the Disclosing Party or as necessary to fulfil its obligations under this Agreement. The parties can state, in the normal course of business that they are engaged in a business relationship, but neither may make a public statement concerning this Agreement without the prior consent of the other party. This clause 4.1 does not apply to any information which is generally available to the public (other than as a result of the wrongful disclosure by the Receiving Party), or required to be disclosed by any law.
4.2 Privacy
rivusTV maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.rivusTV.com/privacy/ and You will be taken to have accepted that policy when You accept these Terms.
5 INTELLECTUAL PROPERTY
5.1 Intellectual Property
All Intellectual Property remains the property of rivusTV (or, where rivusTV licenses it from a third party, that third party), and You obtain no right, title or interest in the Intellectual Property other than a bare licence under clause 2, as specifically set out in this Agreement.
You must:
(1) use the Intellectual Property only in the manner prescribed by rivusTV (including as set out in the user manual and training videos); and
(2) advise rivusTV immediately of any infringement, potential infringement or challenge to the rights of rivusTV in the Intellectual Property by a third party.
You must not:
(3) cause any of the Intellectual Property to be prejudicially affected or contested;
(4) register or seek to register any of the Intellectual Property;
(5) broadcast, redistribute or publish any of the Intellectual Property; make any alterations to the Intellectual Property; or
(6) interfere with or inhibit the authorised use of the Intellectual Property by any party.6 WARRANTIES AND ACKNOWLEDGEMENTS
6.1 Acknowledgements
(1) You acknowledge that You are authorized to use the Services and to access the processed information and reporting that is made available to You through Your use of the Services.
(2) You remain solely responsible for complying with all applicable Intellectual Property rights, tax and other applicable laws.
(3) If the Services provide You with access to view Your account, You acknowledge that the information may not be updated in real time.
(4) The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
(5) You acknowledge and agree that rivusTV is unable to provide any warranty or make any representation in relation to the operation of the third party Content Delivery Network (CDN) and Data Centre used to make the Services available. The CDN and Data Centre operators currently provide a 99.9% up-time Service Level Agreement with respect to the CDN and Data Centre infrastructure.
6.2 No warranties
To the maximum extent permitted by law rivusTV excludes all representations, warranties, terms, conditions, undertakings and consumer guarantees in respect of the Services that are not expressly set out in this Agreement. rivusTV does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. rivusTV is not in any way responsible for any such interference or prevention of Your access or use of the Services.
6.3 Consumer guarantees
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7 LIMITATION OF LIABILITY
7.1 Limitation of Liability
To the maximum extent permitted by law, rivusTV excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information and profits) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services or Website. The maximum total amount which You may recover from rivusTV (whether in contract, tort, under statute or otherwise) in respect of all loss in connection with this Agreement is the total amount paid by You to rivusTV under this Agreement in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with clause 8.
8 TERMINATION
8.1 Termination
This Agreement may be terminated by either party:
(1) on 30 days’ written notice to the other party; or
(2) immediately on written notice to the other party, if the other party:
(a) commits a material breach of the Agreement which is incapable of being remedied or, if the breach is capable of being remedied, the other party does not do so within 21 days of a written request; or
(b) is insolvent or bankrupt. If this Agreement is terminated rivusTV is not liable in any way for loss or any other consequences flowing from the termination of Your registration as a Referrer.
8.2 Expiry or termination
Clauses 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9 DISPUTE RESOLUTION
9.1 If a dispute arises in connection with this Agreement, a party to the dispute must give to the other party Notice specifying the dispute and requiring its resolution under this clause 9. The chief executive officers of each party must confer within 3 days after the Notice is given to try to resolve the dispute.
9.2 If the dispute is not resolved within 7 days after the Notice is given, the dispute is by this clause 9.2 submitted to mediation. The mediation must be conducted in Melbourne, Australia. The Institute of Arbitrators and Mediators Australia Mediation and Conciliation Rules (at the date of this Agreement) as amended by this clause 9 apply to the mediation, except where they conflict with this clause 9. If the parties have not agreed upon the mediator and the mediator’s remuneration within 7 days after the dispute is submitted to mediation:
(1) the mediator is the person appointed by; and
(2) the remuneration of the mediator is the amount or rate determined by; the Chair of the Victorian Chapter of the Institute of Arbitrators and Mediators or their nominee, acting on the request of any party to the dispute.
The parties must pay the mediator’s remuneration in equal shares. Each party must pay its own costs of the mediation. 9.3 If the dispute is not resolved at mediation, either party may take such further action as it considers appropriate to resolve the dispute. Despite anything in this clause 9, a party at any time may commence court proceedings in relation to any dispute or claim arising under or in connection with this Agreement where that party seeks urgent interlocutory relief.
9.4 This clause 9 applies even where the Agreement is otherwise void or voidable.
10 HELP DESK
10.1 Technical problems
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting rivusTV. If You still need technical help, please check the support provided online by rivusTV on the Website or failing that email us at help@rivusTV.com.
10.2 Service availability
Whilst rivusTV intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason rivusTV has to interrupt the Services for longer periods than rivusTV would normally expect, rivusTV will use reasonable endeavours to publish in advance details of such activity on the Website.
11 GENERAL
11.1 Force majeure
The obligations of either party (other than the obligation to pay money) is suspended during the time and to the extent that the party is prevented from complying with them by force majeure.
11.2 Assignment
You may not assign or otherwise deal with this Agreement (including sublicensing its rights under it) except with the prior written consent of rivusTV, which may be withheld in its absolute discretion. rivusTV may transfer all or any part of its rights, interests, obligations and liabilities under this Agreement by assignment or by novation without prior notice to You. rivusTV may sub-contract performance of its obligations under this Agreement.
11.3 Entire agreement
This Agreement is the entire agreement and understanding between the parties on everything connected with its subject matter, and supersedes any prior agreement or understanding on anything connected with that subject matter.
11.4 Severability
If any provision in this Agreement is unenforceable, illegal or void or makes this Agreement or any part of it unenforceable, illegal or void, then that provision is severed and the rest of this Agreement remains in force.
11.5 Waiver
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. A waiver is not effective unless it is in writing.
11.6 Interpretation
In this Agreement:
(1) reference to:
(a) the singular includes the plural and the plural includes the singular;
(b) a person includes a body corporate and its executors, administrators, successors and permitted assigns; and
(c) a statute, regulation, code or other law or a provision of any of them includes any amendment or replacement of it, and another regulation or other statutory instrument made under it (or made under it as amended or replaced);
(2) “including” and similar expressions are not words of limitation; and
(3) where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning. Headings do not form part of this Agreement or affect its interpretation.
11.7 Governing law and jurisdiction
The law of Victoria governs this Agreement. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and of the Commonwealth of Australia.
11.8 Notices
Any Notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to rivusTV must be sent to help@rivusTV.com or to any other email address notified by email to You by rivusTV. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
11.9 Rights of third parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
Does that all make sense? Good – now click on ‘I Accept’ and let’s get you registered!