OONA TV Terms of Service Agreement
Latest Update: 24th September 2019
This OONA TV Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made between OONA Limited. (“OONA TV,” ”OONA,” “we,” “us,” or “our”) and you, our customer, content owner, content provider, TV network, Free-To-Air channel, OTT platform, game publisher, music publisher (“you” or “your”). OONA provides online video, music and video game hosting and sharing services through our owned-and-operated websites, applications, and embeddable video players (collectively, the “Services”). This Agreement governs your use of our Services.
By creating an account, viewing videos, making a purchase, downloading our software, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.
If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.
We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.
2. Our Services
2.1 Service License: Subject to the terms hereof, we grant you access to our Services. This includes the right to:
i. Stream videos that you have the right to distribute;
ii. Upload, server pull, server push, store, and/or live stream videos, subject to your plan;
iii. Embed our embeddable video player on third-party websites or applications; and
iv. Use all related content owner functionalities that we provide via our OONA TV Online Channel Content Management System (CMS).
The features available on your “CMS” and provided to you will depend on your plan. We may change features from time to time. If you have a paid account, we commit to providing the core video hosting and streaming features of your plan (including the bandwidth and storage capabilities stated at the time of purchase) during your current service period. We may charge for excessive bandwidth use when: (1) plays occur on third-party sites without using our embeddable video player; (2) plays occur within third-party apps (e.g., mobile or connected TV apps); (3) you monetize OONA-hosted videos using a third-party payment solution; or (4) you use our video player with a third-party advertising solution.
2.2 Transactions: We may offer digital goods for sale. Purchases of OONA TV On-Demand videos are governed by this OONA Limited Terms of Service Agreement.
2.3 Monetization: We may allow you to sell digital goods or earn money through advertising. Your sales of videos are governed by the following terms:
2.3.1 OONA TV Content On Demand
i. Eligibility. To sell content through OONA TV On Demand, you must use and maintain an OONA TV channel account that permits such monetization.
ii. Selling Options. For title-by-title sales, you may select: (a) the purchase options (rent or buy); (b) the retail price(s); (c) the rental period (rental only); and (d) the distribution territory. For subscription sales, you may select: (a) the subscription period; (b) the price per subscription period; and (c) the distribution territory. When you add a new video to a subscription series, it will automatically become available for viewing by subscribers.
iii. Limited License. You hereby grant OONA TV the right and license to distribute, transmit, sublicense (to end users for their personal viewing), transcode, publicly perform and exhibit, and otherwise exploit and promote the video (and all related content that you may upload, including poster and video description) through OONA TV On Demand in accordance with your choices. You also grant OONA TV the right (but not the obligation) to use and authorize others to use your name(s), likeness(es), biographical material(s), or voice(s), as contained in the content you upload, in any media for the purpose of promoting your videos or series.
iv. License Period. The above licenses will continue so long as you offer content for sale. If you remove content, OONA TV (a) will cease offering it for sale to new viewers; and (b) may, in its discretion, continue to make the content available to those users who previously purchased the content or provide full or partial refunds to such persons.
i. Transaction Video On Demand Revenue and OONA Service Fee.. You are entitled to 70% of Net Revenue from your Transaction Video On Demand Sales actually received by OONA (“On Demand Revenue”); OONA will retain 30% of such Net Revenue as a service fee. For the avoidance of doubt, Net Revenue = Retail Price to User – Online Transaction Fee.
ii. Advertising Revenue and OONA Service Fee.. You are entitled to 50% of Net Revenue from your advertising sales or so-called CPM (cost per mille) revenue generated by advertising inventory sold by OONA TV and its media agency partners and actually received by OONA TV, as reported on your OONA TV online Channel Management System account (“Advertising Revenue”); OONA will retain 50% of such Net Revenue as a service fee.
iii. Definitions. “Sales” means sales of your content to end users through OONA TV On Demand. “Net Revenue” means gross revenue actually received less Transactional Costs, chargebacks, and refunds and excluding any taxes. “Transactional Costs” are amounts paid by OONA to third parties to facilitate a transaction and may include, without limitation, payment processing fees, foreign exchange fees, and platform fees (e.g., for in-app purchases).
iv. Promotional Codes. We may make promotional codes available to you to distribute your content to backers, reviewers, and friends and family for viewing without charge. You may not sell promotional codes or otherwise use them to distribute your content in exchange for payment or other consideration without OONA’s prior written consent. We reserve the right to restrict promotional codes for any reason.
v. Payment Terms. OONA will pay you Creator Revenue within sixty (60) days of the end of each month in which such revenue was earned. OONA will make all payments to your PayPal account or other payment method offered by OONA. OONA shall have no obligation to pay Creator Revenue with respect to any transaction that is subject to a refund or chargeback. OONA may withhold amounts or make adjustments: (a) to satisfy any amounts owed to OONA; (b) to satisfy any refunds that OONA may make; or (c) pending any investigation of fraud or other illegality.
vi. Currency. OONA may permit you to sell content in currencies other than U.S. dollars. Transactions in foreign-denominated currencies will be converted into U.S. dollars for each day of sales based upon the day’s final exchange rate as reasonably calculated by our bank, HSBC Hong Kong. For clarity, a day is determined by reference to the time zone applicable to Hong Kong. All amounts will be paid out in U.S. dollars or, at OONA’s option, the currency of your country.
i. Income Taxes. Income taxes are solely your responsibility. OONA may withhold amounts from any amounts due to you that OONA determines in good faith must be withheld pursuant to OONA holdings jurisdiction’s tax law. OONA may file reports concerning income with any taxing authority, including the U.S. Internal Revenue Service.
ii. Sales Taxes. OONA may collect taxes (e.g., sales tax or VAT) on any transaction where it reasonably believes that tax collection is required. Where OONA believes in good faith that VAT collection is required, OONA may collect VAT on a “VAT-inclusive” basis, meaning that it will charge the retail price of the item and deduct applicable VAT from the amounts received from the purchaser.
iii. Violations. OONA shall have no obligation to pay Creator Revenue with respect to any content or conduct that violates OONA’s Terms of Service, and you must repay to OONA any amounts you have received with respect to any such violation. OONA may suspend, limit, or disable OONA On Demand sales at any time for any violation of our Terms of Service.
2.4 Downloadable Software: OONA offer applications for devices (“Apps”) directly or through third-party stores. Apps are governed by our OONA App terms and conditions and by applicable App stores.
2.5 Developer Tools: We may offer application programming interfaces (“APIs”) that allow developers to build applications connected to our Services. Our APIs and related documentation are governed by our OONA API License.
3.1 Registration: You may create an account to use certain features we offer (e.g., uploading or live streaming videos). To do so, you must provide a corporate email address. You consent to receive notices from OONA at this email address.
3.2 Organizational Accounts: Corporate, governmental, and other organizational users must publicly display the legal name of their entity on their public account profile and complete all data fields required within the OONA TV online Channel Management System registration steps.
3.3 Age Requirements: You must be at least 18 years old to create an account. If you reside in the European Union, you must be at least 21 years old. If you wish to use the Services for a commercial purpose, you must be at least 21 years old. If you are at least the requisite age, but are still a minor in your jurisdiction, you must have your parent or legal guardian's permission. Please have that person read this Agreement with you and consent to it before proceeding.
3.4 Parents and Guardians: By granting your child permission, you agree to the terms of this Agreement on behalf of your child. You are responsible for monitoring and supervising your child's usage. If your child is either under the applicable age or does not have your permission, please contact us immediately so that we can disable access.
3.5 Team Members: Certain subscription plans may allow you to grant other registered users (“team members”) access to the account. Both you and each team member is deemed a party to this Agreement. You are responsible for the actions of your team members and must monitor their access and usage.
3.6 Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.
3.7 Approval and Validity of Account: OONA reserve the right whether to grant a Channel account to any content provider after reviewing their online registration. OONA reserve the right to remove and terminate any account for any reasons and this with a 7 days’ notice to the Account owner.
3.8 Account Duration Requirements: In the event that you wish to remove your account and your content available on OONA TV, you must inform us of your decision by registered mail to OONA Limited, Level 19, Two International Finance Centre, 8 Finance Street, Central, Hong Kong by an official letter in company letterhead and duly signed by a company representative, at least 90 days before the last day your channel or content should be available on OONA TV applications and Channel Content Management System.
4. Subscription Plans
4.1 Plan Types: We offer free (“Basic”) memberships and paid (“Plus”) subscriptions that allow you to upload and share video content. You may purchase a “Self-Serve” plan (you sign up and pay online) or an “Enterprise” plan (you work with a sales representative and execute an individualized agreement). Advertised prices and features may change.
4.2 Basic and Plus Accounts: OONA TV Basic (free) members and Plus (paid) subscribers may not: (a) use the Services for commercial purposes unless they are film professionals or small film businesses; or (b) submit videos that they did not create or play a material part in creating.
4.3 Fees: You must pay all fees (plus any taxes) during your subscription period and any renewal periods. Our fees may include a fixed monthly or annual fee plus variable fees for transactions or usage.
4.4 Free Trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.
4.5 Refund Policy: Subject to the terms hereof, Self-Serve subscribers who purchase plans directly from OONA TV may cancel and receive a full refund of their initial purchase with thirty (30) days after purchasing an annual plan and five (5) days after purchasing a monthly plan. Our refund policy does not apply to:
i. In-app purchases;
ii. Subscription renewals or migrations to other plans;
iii. Fees other than annual or monthly subscription fees;
iv. Requests made after the specified periods;
v. Customers who have breached this Agreement or whose accounts were terminated in accordance with our Copyright Policy;
vi. Customers who joined using a promotion that expressly disclaimed our refund policy;
vii. Customers who have initiated a chargeback dispute; or
viii. Enterprise plan customers.
4.6 Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew at the end of each subscription period unless cancelled beforehand. Monthly plans renew for 30-day periods. Annual plans renew for one-year periods. You must pay the annual or monthly fee (plus any taxes) when each renewal period starts. Unused storage, bandwidth, and other usage limits do not roll over.
4.7 How to Decline Renewal: Self-Serve customers may opt out of automatic renewal by changing their account settings. Enterprise customers may opt out according to the enterprise terms. Any opt-out or notice of non-renewal will not affect the current subscription period. OONA may decline renewals.
4.8 Lapse Policy: When a subscription ends, the account will, at OONA’s option, revert to free account status or will be deleted. Any content in the account may be deleted to comply with the limitations of the new account status. You are responsible for archiving your content. OONA shall not be responsible for the loss of any content. We may publish additional guidelines regarding the treatment of lapsed subscriptions. These guidelines describe current practices only and shall not require OONA to provide any level of post-subscription account status.
4.9 In-App Purchase: We may allow you to sell content and channel subscriptions within OONA TV Apps. When OONA TV users make such “in-app” purchases, they will be billed by the app platform, payment gateway partners and digital e-money wallet. To turn off automatic renewal for subscriptions, access your OONA platform’s account settings (not OONA’s). Our refund policy does not apply to in-app purchases. Any billing inquiries should be directed to the OONA app platform.
5. Acceptance Use Policy
We may allow you to upload, live stream, submit, or publish (collectively, to "submit") content such as videos, recordings, images, and text (collectively, "content"). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 5. OONA may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. OONA may take all appropriate actions to enforce its rights including removing specific videos or suspending or removing your account.
5.1 Copyright Policy. You may only upload content that you have the right to upload and share. Copyright owners may send OONA a takedown notice as stated in our Copyright Policy if they believe OONA is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons or legal corporate organizations who repeatedly infringe our Copyright Policy.
5.2 Content Restrictions. You may not submit any content that:
i. Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
ii. Is sexually explicit (e.g., pornography) or proposes a transaction of a sexual nature;
iii. Is hateful, defamatory, or discriminatory or incites hatred against any individual or group;
iv. Promotes or supports terror or hate groups;
v. Exploits minors;
vi. Depicts unlawful acts or extreme violence;
vii. Provides instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
viii. Depicts animal cruelty or extreme violence towards animals;
ix. Promotes fraudulent or dubious business schemes or proposes an unlawful transaction;
x. Makes false or misleading claims about vaccination safety;
xi. Claims that mass tragedies are hoaxes or false flag operations;
xii. Depicts or encourages self-harm; or
xiii. Violates any applicable law.
Please see the OONA Guidelines for guidance on how we interpret these terms.
5.3 Code of Conduct. In using our Services, you may not:
i. Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
ii. Act in a deceptive manner or impersonate any person or organization;
iii. Harass or stalk any person;
iv. Harm or exploit minors;
v. Distribute “spam” in any form or use misleading metadata;
vi. Collect personal information about others without user authorization;
vii. Access another’s account without permission;
viii. Engage in any unlawful activity;
ix. Embed our video player on or provide links to sites that contain content prohibited by Section 5.2; or
x. Cause or encourage others to do any of the above.
5.4 Prohibited Technical Measures. You will not:
i. Except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
ii. Submit any malicious program, script, or code;
iii. Submit an unreasonable and controlled number of requests to our servers; or
iv. Take any other actions to manipulate, interfere with, or damage our Services.
5.5 Restricted Users. You may not create an account if you are a member of a terror or hate group. You may not purchase any goods or services from us if you reside in a country subject to a comprehensive U.S. sanctions program or are a Specifically Designated National (SDN) as designated by the U.S. Department of the Treasury.
5.6 Accessibility and Ratings. We provide means to allow you to include closed captioning in your videos. If required by applicable law, you must provide closed captioning in your videos. We may allow you to filter videos based upon their user-defined content rating. We cannot guarantee that videos will be appropriately rated by others. You must rate your videos appropriately. OONA TV reserves the right to suspend, immediately and without prior notice, any content that violates this Section 5.6 until rectified by you in the Channel Content Management System.
6. Licenses granted by You
As between you and OONA, you own and will retain ownership of all intellectual property rights in and to the content you submit. In order to allow OONA to host and/or stream your content, you grant OONA the permissions set forth below.
6.1 Your Video Content. By submitting a video, you grant OONA permission to:
i. Stream the video and/or live feed to end users;
ii. Embed the video on third-party websites or applications;
iii. Distribute the video via our APIs;
iv. Make the video available for download under the reserve of DRM use on your channel account;
v. Transcode the video (create compressed versions of your video file that are optimized for streaming); and
vi. Generate stills (i.e., “thumbnails”) from your video to represent it (if you have not provided one).
If you have enabled a video privacy setting or disabled downloading or embedding, we will limit distribution of your video pursuant to your selection. By enabling access to your video to any third party, you grant each such person permission to stream (and/or download or embed, as applicable) your video. For the purposes of this Section 6.1, your video includes its title, description, tags, and other metadata.
The license period begins when you submit the video or/and live feed to OONA and ends when you or OONA delete it; provided that OONA may retain archival copies: (a) for a limited period of time in case you wish to restore it; (b) when the video is the subject of a takedown notice or other legal claim; or (c) when OONA in good faith believes that it is legally obligated to do so.
6.2 Account Profile. You grant OONA permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account.
6.3 Other Content and Feedback. Content that is not covered by the licenses set forth in Sections 6.1 or 6.2 shall be governed by this Section 6.3 (e.g., text you submit in comments). You grant OONA a perpetual and irrevocable right and license to copy, transmit, distribute, publicly perform, and display such content through online means in connection with our Services. If you make suggestions to OONA on improving or products or services, OONA may use your suggestions without any compensation to you.
6.4 Scope of Licenses. All licenses granted by you in this Section 6: (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to OONA; rather, any breach of a term by OONA hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant (e.g., a Creative Commons license).
7. Your Obligations
7.1 Representations and Warranties. For each piece of content that you submit to or through OONA TV, you represent and warrant that:
i. You have the right to submit the content to OONA and grant the licenses herein;
ii. OONA will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
iii. The content does not, and will not, infringe any third party's rights, including intellectual property rights and privacy rights; and
iv. The content complies with this Agreement and all applicable laws.
7.2 Indemnification. You will indemnify, defend, and hold harmless OONA and its subsidiaries, parents, affiliates, directors, officers, employees, and agents, from and against all third-party actions arising from: (a) the content you submit to or through the OONA and OONA TV Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.
8. Terms and Termination
This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer. Paid accounts will continue for the subscription period and will renew in accordance with Section 4 above. With respect to Basic (free) memberships, OONA may terminate this Agreement at any time by providing thirty (7) days’ written notice, and users may terminate at any time by providing ninety (90) days’ written notice to OONA.
If you breach this Agreement, OONA may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; (b) suspend, delete, or limit access to your account or any content within it; and (c) to the extent permitted by applicable law, retain any amounts payable to you (which you forfeit). If OONA deletes your account for breach, you may not re-register.
In the event of any termination or expiration, the following sections will survive: Section 7.2 (Indemnification), Section 9 (Disclaimers), Section 10 (Limitation of Liability), and Section 11(General Provisions).
OONA provides the Service on an “as is” and “as available” basis. You use the Service at your own risk. You must provide your own device and Internet access.
Except as expressly set forth herein, and to the extent permitted by applicable law, OONA and OONA TV disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Among other things, OONA and OONA TV make no representations or warranties:
i. That our Services, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted or error-free, or accessible from all applications and devices or browsers;
ii. Concerning any content submitted by our channels or content partners;
iii. That any geo-filtering or digital rights management solution that we might offer will be effective;
iv. That our Services will meet your business or professional needs;
v. That we will continue to support any particular feature or maintain backwards compatibility with any third-party software or device; or
vi. Concerning any third-party websites and resources.
10. Limitation of Liability
To the extent permitted by applicable law: (a) OONA and OONA TV shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including damages for loss of business, profits, goodwill, data, or other intangible losses; and (b) OONA’s total liability to You, except for OONA’s contractual payment obligations hereunder (if any), shall not exceed the amounts paid by You to OONA over the twelve (12) months preceding your claim(s) or one hundred dollars (USD $100), whichever is greater.
11. General Provisions
11.1 Choice of Law: This Agreement will be governed by the laws of Hong Kong (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law.
11.2 Choice of Venue and Jury Trial Waiver: Any action relating to this Agreement or your use of our Services must be commenced in the state or federal courts located in Hong Kong; you consent to the exclusive jurisdiction of those courts. In any such action, OONA and You irrevocably waive any right to a trial by jury.
11.3 Reservation of Rights, Severability, Force Majeure: OONA reserves all rights not expressly granted herein. OONA’s rights and remedies are cumulative. No failure or delay by OONA in exercising any right will waive any further exercise of that right. If any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed. OONA will not be liable for any delay or failure caused by a force majeure event.
11.4 Relationship: You and OONA are independent contractors of one another; neither party is an agent, partner, or joint-venturer of the other. This Agreement binds the parties and their successors, personal representatives, and assigns. You may not assign this Agreement to any person whose account has been terminated by OONA or who is prohibited from registering; any such assignment will be void.
11.5 Third Parties: We may provide links to and integrations with HLS, RMTP, websites streaming operated by others. The HLS, RMTP, website streaming operator, not OONA, is solely responsible for the content thereof, and your use of each such website streaming, HLS, RMTP will be subject to its terms of service. We may disable integrations with any third party at any time, with or without notice. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.
11.6 Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior contract and understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of OONA. If you have a signed agreement with OONA, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.
11.7 Notices: You must send any notices of a legal nature to us by email to [email protected] or at: OONA Limited, Level 19, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.
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