Content Delivery Service Agreement
This Agreement is entered into on the date the order is placed, (the “Effective Date”) by and between Customer listed below (“Customer Name”) and our Company. Customer and our Company are sometimes referred to collectively in this Agreement as the “Parties.”
Customer desires to engage our Company for the purpose of, but not limited to, providing content delivery network (Live Video Streaming) and related services to Customer’s live video and audio content on the World Wide Web (the “Website”) and providing metered bandwidth to Customer over the Internet.
CDN Commitment & Interim Payment
Customer will commit for Bandwidth monthly usage and customer also agrees to add credits in advance to the account by making interim payments equivalent to the monthly commitment or agreed by the billing team which will added as a account credit and can be applied towards the overage invoices.
To carry out these tasks, the Parties agree to the following:
The term “Browser” refers to a program used to provide interactive, graphical access to sites on the World Wide Web.
The term “Internet” refers to the global network of computers using the TCP/IP protocol for communication.
The term “Web” refers to the World Wide Web. The Web is a graphical interface used to access sites on the Internet.
The term “Website” refers to a series of interconnected Hypertext Markup Language documents capable of residing on a single CDN server or computer.
Our Company or our Partner/Service Provider will provide content delivery network and related services to the Customer (the “CDN”):
Disk space through Our Company or our Partner/Service Provider website as amended on CDN’s server for storage of the parts of the Website and any data files associated with the Website at various times. Additional disk space is available at a rate per GB each month as listed on our Company’s website as amended from time to time at our Company’s sole discretion.
Monthly/Yearly bandwidth (data transfer) as stated on our Companys’s website as amended from time to time at our Companys’s sole discretion. Bandwidth generally expires 1 months or yearly after purchases unless explicitly stated otherwise. Bandwidth are not carry forwarded or rolled over!
2.2.1 Midgress Bandwidth.
On Enterprise network enabled by Akamai charges 50% of the Midgress BW! Midgress BW is the Total object bytes transferred from one Edge server to another Edge server. This includes prefetched content and inter-media format fragments.
2.3. Availability of Our Company’s Service.
Our Company or our Partner/Service Provider’s Content Delivery Network will be available to Internet users approximately 24 hours a day, normal maintenance and unforeseen hardware or communications problems excepted. To minimize server downtime during peak usage periods, our Company or our Partner will schedule routine maintenance during the hours of lowest on average usage of our Company’s network.
2.4. CDN SLA & Service Credits.
Only BW service credits will be credited to client account. We guarantee CDN performance of 99%. In the event that our network does not experience 99% performance or uptime in a given month, the Customer can use YouTube or 3rd Party Live Streaming service on our website as backup.
Our Company or our Partner/Service Provider is not liable for any down time due to origin server or network at the Customer side.
2.5. Recording Service SLA.
Our Company or our Partner/Service Provider guarantees recording service of 98% for each channel which client publish to our origin server. Recording will be only active if the live stream is published.
Custom recording SLA is not included in this agreement as it limited to the custom server allocated to Customer.
2.6. Log Information.
Customer will have access to basic usage statistics & Raw Logs can be made available upon request and at a cost.
MultiCDN Customers has limited access to raw logs as not all partners store raw logs or may require to add it as a ADD ON to activate the same.
Customer is solely responsible for all backups. Our Company or our Partner/Service Provider will take necessary steps to avoid complete data loss, by taking backup but not guaranteed.
Cloud storage redundancy is assured.
No refunds would be entertained by our Company. The price for all services provided by Our Company or our Partner/Service Provider to Customer will be in Indian Rupee as described on our Company’s website. Our Company’s pricing may be amended from time to time at our Company’s sole discretion. Our Company may provide limited technical support as part of Customer’s service package, and may charge customer additional fees for such services. Unless otherwise determined by Our Company in its sole discretion, Our Company will invoice customer for any and all our Company’s products and services on a monthly basis. All invoices are due and payable upon receipt. All sales are final and unless otherwise agreed to by Our Company in writing.
4.1 – The initial term of this Agreement shall be for 12 months in case of yearly commitment or on a Month to Month basis unless otherwise specified in writing and/or set forth in the Order Form (the “Initial Term”) at the time of ordering the service. The Initial Term shall begin upon receipt of payment from Customer. After the Initial Term, this Agreement shall always continue to automatically renew at the then current Company pricing on the anniversary of Customer’s beginning term date.
4.2 – This Agreement may be terminated (A) by giving our Company thirty (30) days prior written notice in case of yearly commitment or seven (7) days in case of Month to Month commitment, (B) by our Company in the event of nonpayment by Customer, (C) by our Company at any time, without notice, if, in our Company’s sole and absolute discretion and/or judgment, Customer is in violation of any term or condition of this Agreement and related agreements, Our Company or our Partner/Service Provider’s Usage Policy, or if Customer’s use of the Services disrupts or, in Our Company or our Partner/Service Provider’s sole and absolute discretion and/or judgment, could disrupt, Our Company or our Partner/Service Provider’s business operations. Unless the Customer raises a cancellation request, the system would be generating and sending automated invoices, which should also be met by the customer in case of dispute generated on a later date.
4.3 – Our Company reserves the right to cancel service(s) at any time. All fees paid in advance of cancellation will be pro-rated and refunded by our Company to customer if our Company initiates its right of cancellation and customer is NOT in violation of these Terms and Conditions. If cancellation is caused by customers and/or its client’s breach of the Terms and conditions, then customer agrees that no refund is due and any prepaid charges are considered liquidated damages to our Company. Customer understands that service(s) may be cancelled at any time effective the end of the contract.
4.4 – All account cancellations must be done via our electronic cancellation form or by opening up a cancellation ticket or by submitting a cancellation request from control panel. Notifications of cancellation must be made at least 7 days prior to successive rebill period. Our Company reserves the right to deny, forfeit, or refuse to refund at any time if necessary. Third party cancellations are not accepted.
4.5 – Early termination or cancellation of yearly contract, customer agrees to pay the remaining contract period amount in full at the time of cancellation.
4.6 – In case of Refunds in special scenarios, the process would take 7 to 14 business days to complete the process and to credit the amount to the customer’s bank account or credit card, or PayPal account. This time taken to complete the process may vary based on the PAYMENT GATE provider used by our Company.
Customer represents and warrants to our Company that:(a) Customer owns or has the right to use all material provided to our Company, including all text, graphics, sound, video, programming, scripts, and applets; and
(b) The use, reproduction, distribution, and transmission of the content, or any information or materials contained in it, on and from Our Company or our Partner/Service Provider’s server computer does not: (1) infringe or misappropriate any copyright, patent, trademark, trade secret, or any other proprietary rights of a third party; (2) violate any criminal laws; (3) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity, or violate any other law or regulation.
Customer agrees that its use of Services and its reliance upon information provided by our Company are entirely at Customer’s own risk. Customer acknowledges and agrees that our Company exercises no control over, and accepts no responsibility for, the content of data, scripts, or other information passing through Our Company or our Partner/Service Provider’s host computers, network hubs and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NEITHER OUR COMPANY, ITS PARTNERS, SERVICE PROVIDERS, CUSTOMERS, EMPLOYEES, AGENTS, OR AFFILIATES MAKES ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, FOR THE SERVICES OR ANY EQUIPMENT PROVIDED IN CONJUNCTION THEREWITH. NEITHER OUR COMPANY NOR ITS PARTNERS, SERVICE PROVIDERS, CUSTOMERS, EMPLOYEES, AGENTS, OR AFFILIATES MAKES ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. OUR COMPANY OR ITS PARTNERS, SERVICE PROVIDERS IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER’S CUSTOMERS VIA THE SERVICES PROVIDED BY OUR COMPANY. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY OF OUR COMPANY’S EMPLOYEE, PARTNER, SERVICE PROVIDER, CUSTOMER, OR AGENT WILL CREATE A WARRANTY; NOR MAY CUSTOMER OR ANY OF CUSTOMER’S CUSTOMERS, EMPLOYEES, OR AGENTS RELY ON ANY SUCH INFORMATION OR ADVICE. The parties hereby agree that the terms of this section shall survive any termination of this Agreement.
7.1 – Customer agrees neither our Company nor any of its Partners, Service Provider, Employees, Customers, or agents shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or otherwise unauthorized means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to Our Company or our Partner/Service Provider at the time) which may exist in the Services or Our Company or our Partner/Service Provider’s equipment used to provide the Services.
7.2 – Under no circumstances, including negligence, shall our Company or any of its Partners, Service Providers, Employees, Customers, or agents be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Customer, any of its Customers, any Reseller Customer or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if our Company has been advised of the possibility of such damages. No Company Person or its Partners, Service Providers shall be liable to Customer, any of its Customers, any Reseller Customer or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to Our Company or our Partner/Service Provider’s records, programs, equipment or services.
7.3 – Notwithstanding anything to the contrary in this Agreement, our Company’s maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims regardless of the legal theory or the nature of the cause of action shall not exceed the actual amount paid by Customer for the Services which gave rise to such damages, losses and causes of actions during the twelve (12) month period prior to the date the cause of action arose or the injury or loss occurred.
7.4 – Customer understands, acknowledges and agrees that if our Company takes any corrective action under this Agreement because of an action of Customer or one its Customers that corrective action may adversely affect other Customers of Customer or other Reseller Customers, and Customer agrees that Our Company or our Partner/Service Provider’s shall have no liability to Customer, any of its Customers or any Reseller Customer due to such corrective action by Our Company or our Partner/Service Providers.
7.5 – This limitation of liability reflects an informed and voluntary allocation of risks between the parties and applies to risks both known and unknown that may exist in connection with this Agreement. The terms of this section shall survive any termination of this Agreement.
Our Company or our Partner/Service Providers may immediately take corrective action, including removal of all or a portion of the Customer’s content, disconnection or discontinuance of any Services if Customer, or anyone accessing Customer’s account or server space, engages in any of the prohibited Uses or Activities set forth in Section 16 of this agreement. Customer hereby agrees that Our Company or our Partner/Service Providers shall have no liability to Customer or any of Customer’s Customers due to any corrective action that Our Company or our Partner/Service Provider may take (including, without limitation, disconnection of Services).
Customer agrees that it shall not violate any intellectual property rights and that it shall not resell services to any party which violates intellectual property rights. Any violation of any individual or entity’s intellectual property rights including, rights of privacy and rights of publicity are prohibited. Our Company is required by law to remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement (see “Copyright Infringement Notice Information” below).
Customer agrees not to send spam or resell its services to anyone who sends spam. The term “spam” includes, but is not limited to, the sending of unsolicited bulk and/or commercial e-mail messages over the Internet or maintaining an open SMTP policy. In the event of of a dispute Our Company or our Partner/Service Providers reserves the right to determine, in its sole and discretion, whether e-mail recipients were from an opt-in email list.
Customer agrees not to forge, misrepresent, omit, or delete message headers, return mailing information and/or Internet protocol addresses to conceal or misidentify the origin of any message or to resell services to anyone who engages in said conduct.
Use of the Services for creating or sending malicious, destructive or nuisance code, examples of which include but are not limited to, viruses, worms and Trojan horses, or for pinging, flooding or mail-bombing, or engaging in denial of service attacks is prohibited and is a breach of this agreement. Customer also agrees not to engage in any other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Services (or any connected network, system, service or equipment).
Customer agrees not conduct or promote any “Hacking” activity, and agree that “Hacking” as herein defined includes but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in malicious or unauthorized hacking or cracking. Any such activity on the part of Customer is a material breach of this Agreement.
The exportation of encryption software outside of India and/or violations of Indian law relating to the exportation of software is prohibited.
The use of the Services to store, post, display, transmit, advertise or otherwise make available child pornography is prohibited. Our Company or our Partner/Service Providers will, as required by law, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through the Services.
The use of the Services to engage in any activities that are determined by Our Company or our Partner/Service Providers, in its sole and absolute discretion, to be illegal or which in Our Company or our Partner/Service Provider’s opinion are likely to be found to be illegal is prohibited. Such illegal or potentially illegal activities include, but are not limited to, storing, posting, displaying, transmitting or otherwise making available ponzi or pyramid schemes, password and cracking information, fraudulently charging credit cards or displaying credit card information or other private information of third parties without their consent, and failure to comply with applicable online privacy laws. Our Company will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.
Use of the Services to store, post, transmit, display or otherwise make available obscene, defamatory, harassing, abusive or threatening language is prohibited.
Engaging in any activity that, in our Our Company or our Partner/Service Provider’s sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, our Company’s business, operations, reputation, goodwill, Customers and/or Customer relations, or the ability of our Company’s Customers to effectively use the Services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate this Agreement. In addition, the failure by a Customer to cooperate with our Company in correcting or preventing violations of this Agreement by, or that result from the activity of, a Customer of the Subscriber is a violation of this Agreement.
Pursuant to the Digital Millennium Copyright Act, our Company has adopted a policy that provides for termination of live streaming account hosted by Our Company or our Partner/Service Providers that are found to infringe on copyrights of third parties. Customer expressly acknowledges that they are aware of this provision and Customer waives any claims it may have should it be injured by the enforcement of this provision. If a copyright holder believes that there has been a violation of their copyright on a website that is hosted by Our Company or our Partner/Service Providers and the copyright holder demands that Our Company or our Partner/Service Providers remove the website or disable the material in question, Our Company or our Partner/Service Provider will remove the website or disable the material if the copyright holder provides Our Company or our Partner/Service Providers with all of the following information:
A signature of a person authorized to act on behalf of the Customer of the exclusive right that is allegedly infringed.
Our Company or our Partner/Service Providers has the right, but not the duty, to review and monitor all content submitted for or included on the CDN, and in its sole discretion to remove any content that Our Company or our Partner/Service Providers finds objectionable for any reason, without prior notice to Customer.
This Agreement may not be assigned by either Party or by operation of law to any other person, firm, or entity without the express written approval of the other Party.
This Agreement may be amended at any time and from time to time at our Company’s sole and absolute discretion by posting changes to the Company website and Customer hereby agrees to review the Company website for changes that shall become part of this Agreement.
Our Company or our Partner/Service Providers will be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the Party. However, to be excused from delay or failure to perform, the Party must act diligently to remedy the cause of the delay or failure.
Terms that are not specifically defined in this Agreement are used as set forth in the Uniform Commercial Code 2-201.
This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties including, but not limited to Civil Code, the provisions of which are hereby waived. This Agreement shall be construed and interpreted in a neutral manner.
If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.
This Agreement, including all Exhibits, Appendices, and Attachments, contains the entire agreement of the Parties relating to the rights granted and obligations assumed in this Agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the Party to be charged.
This Agreement shall be governed, construed, and interpreted in accordance with the laws of the province of Hyderabad, Telangana, India (without respect to principles of conflicts of law), and the Parties submit to jurisdiction of and venue in the Hyderabad, Telangana, India in any legal proceeding necessary to interpret or enforce this Agreement or any part of this Agreement.
Customer agrees to pay any overage invoices generated at the each billing cycle which is monthly. Both Bandwidth overage and Storage overage is charged as per the packages or agreed BW or storage per TB pricing opted. Customers also agrees to add credits in advance to the account by making interim payments equivalent to the monthly commitment or as agreed by the billing which will added as a account credit and can be applied towards the overage invoices.
Our Company or our Partner/Service Providers is not responsible for any illegal re-streaming or hot linking of streams or CDN assets. Customer agrees to deliver content with or without security and responsible for all overage bandwidth usage. Customer also agrees to pay overage invoices generated, Our Company or our Partner/Service Providers will investigate if dispute is generate but in order investigate the customer account has to be in good standing and all invoices has to be paid in full. Any credits or adjustments will be added as a account credit which can be used towards paying any future invoices.
20.1 Suspension Terms.
Payments have to be credited before every service, our Company will suspend accounts found streaming live service without payment..
20.2 Late Payment Charges.
Our Company applies for late payment on a case-to-case basis but services will be suspended upon non-payment. There will be reactivation cost as well which will be communicated to the client at the time of reactivation if any.25% after 7 days past the due date.
20.3 Transaction Fees.
Our Company will cover one transaction fee per invoice for all invoices.
20.4 Credit Period.
The term “Credit Period” refers to the time period our company extends credit to the customer, a time frame of 15 Days(Any may vary on a client to client basis) in total. At the end of the credit period, the customer of the business is expected to have met all financial obligations in exchange for the products or services which were obtained on credit.
Up to 15 days there will not be any service charges. After the end of the term of 15 days, a service charge of 25% of the total invoiced amount will be levied against each effective invoice in addition to the respective invoices for availing more than 15 days credit period.
20.5 Pre Auth.
Customers paying with credit cards agree to complete a pre-auth form to the amount equivalent to the monthly commitment, this is done on a case-to-case scenario.
20.6 Auto Capture.
Auto capture of customers' credit cards on file is processed 5 days before due.
20.7 Data Erased if Service NOT renewed.
If the service is not renewed within 30 days, all DATA will be PERMANENTLY ERASED. All cloud storage data will be also permanently wiped to ensure the confidentiality of your data and consequently, it will not be possible to recover any data.
20.8 Fair Usage Policy.
On a case-by-case basis for new clients or new account migration, we may offer free bandwidth. If the customer is misusing or the usage goes beyond a limit that is not acceptable by our Company as the right limit the BW or places the account on hold or charges overage at the rate of Rs.1500 per GB.
In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorney’s fees pursuant to Hyderabad, Telangana, India and all other litigation costs, including expert witness fees, and all actual attorney’s fees and litigation costs incurred in connection with the enforcement of a judgment arising from that action or proceeding. The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment. The Parties submit to jurisdiction and venue in the province of Hyderabad in any legal proceeding arising regarding this Agreement. The client agrees to pay any collection fee or commission if the invoice is transferred to collections.
We will provide advance support services once the client pays for the same which includes:
The payment will be recurring every month where the client needs to pay the amount upfront to avail of the same.