This Agreement is a contract between you, as an individual or entity (hereinafter “you” or “Customer”), and Resi Media, LLC (hereinafter “Resi Media,” “we,” or “us”) that governs the use of your Resi.io account and our products and Services (which is defined further below).
This Agreement consists of the Terms of Service below, as well as the following additional terms and policies that apply to you, which are expressly incorporated into this Agreement by reference:
- Resi Media Encoder/Decoder Terms (https://pushpay.com/legal-center/resi-legal#encoder-decoder-terms)
- Resi Media Acceptable Use Policy (https://pushpay.com/legal-center/resi-legal#acceptable-use-policy)
- Resi Media DMCA Policy (https://pushpay.com/legal-center/resi-legal#dmca-policy)
Please note that this Agreement includes an Agreement to Arbitrate to resolve disputes by arbitration. It provides that any dispute will be resolved by binding arbitration instead of a trial in court.
We are constantly striving to improve our Services and business to better serve our users and respond to legal, regulatory and technological and societal change. Consequently, we must reserve the right to amend this user agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it, unless otherwise specified, and your continued use of our Services constitutes acceptance of any such revisions.
Terms of Service
By opening an account, signing up for, downloading, and/or accessing or using our products and/or Services, you agree to comply with all of the terms and conditions applicable to you, so please read them carefully. If you are doing so on behalf of an entity, you are representing and warranting that you have the authority to bind the entity. If you do not agree with all the terms of this Agreement, and do not agree to be bound by this Agreement, please do not sign up for, install or use Resi Media Services.
2. USE AND ACCESS.
Contemplated use by you as an end user of Resi’s products and services under this Agreement includes use of our websites, including resi.io and any other websites we own or operate (which we refer to as our “Website”) or other products or Services. “Services” means all products and services offered by Resi Media, including hosted platforms and streaming services. The definition of Services does not include Third Party Services (defined further below) or hardware.
Subject to the terms and conditions of this Agreement, Resi Media grants Customer a non-exclusive, non-transferable, non-licensable, and revocable rights to use and access the Services solely for internal purposes unless otherwise agreed upon, for the duration of the Term.
3. CUSTOMER OBLIGATIONS.
4. CUSTOMER CONTENT.
Resi Media Services may allow you to create, upload, publish, transmit, live stream or otherwise add content such as data text, scripts, video, sound, music, graphics, images and/or a combination thereof (“Customer Content”) within or into Resi Media’s hosted environment. As between you and Resi Media, you will continue to own all intellectual property rights in the Customer Content.
In order for Resi Media to provide its Services, you agree to grant Resi Media permission and license to use, display, perform, modify, distribute, reproduce and otherwise disclose the Customer Content to third parties to the extent necessary to provide the Services, for as long as the Customer Content is in Resi Media’s hosted environment. You may revoke this license any time by deleting your account.
You represent and warrant that you have secured and will secure all rights and licenses, including but not limited to any copyright, trademark, patent, trade secret, or right of publicity rights, that are necessary to license any and all Customer Content to Resi Media (or third party as applicable) in accordance with the terms of this Agreement. You agree that Resi Media is not responsible for any violations of third-party intellectual property rights or privacy rights in any Customer Content that you publish, transmit, live stream, embed or otherwise add to Resi Media’s hosted environment.
5. CHANGES TO YOUR SUBSCRIPTION.
Customer may order additional Services, upgrades or downgrades by contacting the Resi Media Support team directly at firstname.lastname@example.org.
Resi Media may add new features or make changes to or remove existing features (“Modification”) at any time. If you continue to use the Services following any Modification, such use will constitute acceptance of the Modification.
6. TERM; SUBSCRIPTION TERM; EFFECT OF TERMINATION.
This Agreement will remain in effect as long as you continue to use Resi Media Services or have an account with us, whichever is longer.
Your initial subscription term (“Initial Term”) for the Services on each Order Form shall be for a period of twelve (12) months unless otherwise specified in the Order Form, beginning on the Effective Date identified on the Order Form. Your subscription will automatically renew for additional, successive renewal terms of equal duration to the Initial Term (each, a “Renewal Term”) unless a party provides written notice to the other party, at least sixty (60) days prior to the end of the then current term, of its intent not to renew. Resi Media will notify Customer at least sixty (60) days in advance of any changes to the subscription fees, provided that any such changes will not apply to the then-current Initial Term or Renewal Term.
These terms may not be cancelled or terminated by you prior to the expiration of the then-current Initial Term or Renewal Term, as applicable, except as expressly set out in this paragraph. Either Party may terminate the applicable Order Form if the other party materially breaches these terms and fails to cure the breach within thirty (30) days after receiving notice of the breach. Termination of an Order Form will not operate to terminate the Agreement or any other Order Forms then in effect.
Resi Media may terminate the Services or this Agreement for any reason, including but not limited to Customers failure to cure the cause of their suspension. Upon expiration or termination of the Agreement, all rights granted to Customer under this Agreement shall cease and Customer must discontinue use of the Services. Upon such termination or expiration, all payment obligations under this Agreement incurred by Customer through the date of termination will accelerate automatically and immediately become due and payable in full. Resi Media shall not be liable for any loss or damage suffered by you as a result of Resi Media exercising its rights. Upon termination in accordance with this section, Resi Media will provide you with limited access to Services to export your Customer Content for a period of up to thirty (30) days from the termination date unless Resi Media deems the continued provision of limited access to pose a risk to the security, integrity or availability of the platform or Resi otherwise determines that continued access would pose a reputational or legal risk.
In the event of any termination or expiration, the following sections will survive: Section 11 (Disputes; Agreement to Arbitrate); Section 12 (Indemnification), Section 13 (Disclaimers; Limitation of Liability), Section 15 (Feedback); and Section 16 (General Provisions).
- Payment Terms. All recurring fees, such as subscription fees for Services, are due in advance of the first day of the relevant term and no less than thirty (30) days after the invoice is issued. All other fees that are non-recurring shall be due and payable when invoiced unless otherwise agreed between the parties. These non-recurring fees may include but are not limited to:
- Hardware. Customer shall be responsible for all charges, fees, import duties and taxes related to its Hardware purchase or lease, including insurance and shipping costs.
- Failure to return Hardware. A Customer’s failure to promptly return Hardware after receiving a replacement unit shall incur a charge up to 90% of the original purchase price. These charges may be reversed in whole or in part after Resi Media receives and processes the returned Hardware and verifies that the Hardware was returned as expected.
- Overage Fees. Fees for additional services such as playback hours downloaded overages or encoding hours overages shall be invoiced in the following calendar month.
- Late Payment Fees: The Customer’s failure to pay any fees by the due date shall incur a one time late charge of 3% on the past due balance, and will incur interest fees at a rate equal to the lesser of 1% per month or the maximum interest permitted to be charged by law.
- Reconnection Fees: Any Customer whose access to Resi Media Services is suspended as provided under Section 10 shall incur a $50 reconnection fee, and payment is required prior to reconnection of any Services.
- Other One-Time Fees. Fees such as any applicable setup fees, administrative fees, or other professional service fees including but not limited to Hardware repair costs for trade-in units, are invoiced as they are incurred.
- Payment Methods. Payment for any fees due under this Agreement shall be made by automatic transfer (ACH) or such other method as approved by Resi Media.
- Taxes. All prices and fees specified in or referred to in this Agreement are stated exclusive of any taxes or duties payable in respect to the Services in all applicable jurisdictions, including the jurisdiction where payment is either made or received. To the extent that any such taxes or duties are payable by Resi Media, you must pay to Resi Media the amount of such taxes or duties in addition to any fees owed under this Agreement. Neither party shall be liable for the other party’s taxes based on income. If applicable, Customer shall provide Resi Media with a valid tax exemption certificate for the Services which excepts Customer from such taxes in accordance with applicable law.
- Refunds & Disputes. All fees paid to Resi Media are non-refundable. If the Customer believes reasonably and in good faith that a service bill is in error, the Customer must contact Resi Media within 30 days of the receipt of the disputed bill. Any invoice not disputed by Customer within 30 days of receipt of the invoice shall be conclusively accepted by Customer as correct. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorneys’ fees, court costs and collection agency fees) incurred by Resi Media in enforcing collection of fees.
8. RESI MEDIA INTELLECTUAL PROPERTY.
Resi Media (or its licensors, as applicable) owns all legal right, title and interest, including without limitation any intellectual property rights or other proprietary rights, in and to the Resi Media’s website(s) including customer portals, Services, and Hardware provided by Resi Media (whether such rights are registered or unregistered, and wherever in the world those rights may exist).
Subject only to the limited license expressly set forth herein, Resi Media (or its licensors, as applicable) will retain all rights, title and interest in and to its intellectual property rights to its websites, Services, and Hardware. For clarity, no right or license is granted to use Resi Media’s name, marks or other distinctive brand features associated with Resi Media.
You must not:
- attempt to reverse engineer or reproduce, or otherwise access or make use of of for purposes other than in connection with the provision of Services by Resi Media to Customer, any aspect of Resi Media’s websites, Services, or Hardware, including but not limited to the encoding, delivery, or decoding technology;
- attempt to access any non-Customer produced data directly from the Encoder under any circumstances;
- attempt to undermine, or facilitate the undermining of, the security or integrity of our Website, Services, computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- use, or misuse, the Services in any way which may impair the functionality of the Services or our Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or our Website or applications;
- 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;
- transmit, or input into our Services or our Website or other system, 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); or
- attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate our Website or systems.
9. THIRD PARTY SERVICES.
Resi Media makes no representation or warranty regarding any Third Party Service. Resi Media shall not be responsible or liable for any Third Party Service or any liability that, directly or indirectly, may arise out of Customer’s use of such Third Party Service, including but not limited to any hardware, software, plug-ins and or other services provided by a third party.
Resi Media does not control the acts, omissions, products or services offered by Third Party Service providers. If a dispute arises in any way relating to a Customer’s use of a Third Party Service, Customer will defend, indemnify, and hold harmless, Resi Media and its affiliates from any and all expenses (including court costs and attorneys’ fees) claims, demands, damages and other liabilities or monetary losses (including those of an indirect or consequential nature), of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release Customer expressly waives any protections, whether statutory or otherwise, including any and all rights and protections under California Civil Code § 1542 or similar laws, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor,” that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.”
10. OPEN SOURCE SOFTWARE.
Resi Media, in its sole discretion, reserves the right to suspend or terminate your access to or use of the Services (“Suspension”) for any reason and at any time without liability to you. Reasons for Suspension may include, but are not limited to:
- Usage. Customer understands and agrees that, in performing the services, Resi Media may use and incorporate open source software. Customer hereby accepts all services subject to any and all applicable open source licenses.
- Multisite Encoders use code of FFmpeg licensed under the GPL version 2 (https://www.gnu.org/licenses/old-licenses/gpl-2.0.html) and its source can be downloaded here. https://github.com/FFmpeg/FFmpeg
11. SUSPENSION; INJUNCTION.
Resi Media, in its sole discretion, reserves the right to suspend or terminate your access to or use of the Services (“Suspension”) for any reason and at any time without liability to you. Reasons for Suspension may include, but are not limited to:
- Resi Media’s reasonable belief that the Services are being used (or have been or will be used) by Customer in violation of the Agreement (including the Acceptable Use Policy) or any applicable law, court order, rule or regulation in any jurisdiction;
- Customer does not reasonably cooperate with Resi Media’s investigation of any suspected violation of the Agreement or any applicable law, court order, rule or regulation in any jurisdiction;
- Resi Media’s reasonable belief that Services provided to Customer have been accessed or manipulated by a third party without Customer’s consent or in violation of the Agreement;
- Resi Media’s reasonable belief that suspension of the Services is prudent to protect Resi Media’s network or other customers or end users;
- Payment for the Services is overdue by more than 15 days;
- Continued use of the services by the Customer may adversely impact the services or the systems or content of any other Resi Media Customer;
- Resi Media’s failure to suspend could result in reputational damage to Resi Media.
- Resi Media’s reasonable belief that the use of the services by Customer may subject Resi Media, its affiliates, or any third party to liability; or
- Suspension is required by law, statute, regulation, rule or court order.
Resi Media may give Customer advance notice of a Suspension and a chance to cure the grounds on which the Suspension is based where Resi Media determines, in its sole discretion, does not believe that an immediate Suspension on shorter or contemporaneous notice is necessary or appropriate to protect Resi Media or third parties from undue risk or harm or a violation of law or court order..
If Resi Media suspends or terminates the Customer’s right to access or use any portion or all of the Service:
- Customer remains responsible for all fees and charges Customer has incurred through the date of suspension;
- Customer remains responsible for any applicable fees and charges for the remainder of the then current Term of Service and for any portion of Services to which Customer continues to have access; and
- at Resi Media’s sole discretion, Resi Media may terminate Customer’s access to Customer Content stored in the services during a suspension, and Resi Media shall not be liable to Customer for any damages or losses Customer may incur as a result.
12. DISPUTE RESOLUTION: AGREEMENT TO ARBITRATE.
Many customer concerns can be resolved quickly to your satisfaction by contacting our Customer Success team or your designated account or customer success representative. In the event that your concerns are not resolved to your satisfaction and either party desires legal action, you and Resi Media agree to resolve those disputes in accordance with the Agreement to Arbitrate below.
AGREEMENT TO ARBITRATE
This Agreement to Arbitrate affects your legal rights. Please read carefully. Unless you opt out – the procedure is explained below — this Agreement to Arbitrate will eliminate your right to go to court (except for a small claims court having jurisdiction), the right to bring class or collective actions, and the right to have a jury decide a dispute.
You and Resi Media each agree that any and all disputes or claims that arise out of or in any way relate to this User Agreement, your account with Resi Media, your use of Resi Media Services, or the corresponding relationship between you, on the one hand, and Resi Media and its affiliates (including any and all members of the Pushpay Group of companies), its agents, employees, officers, directors, predecessors in interest, successors and assigns, on the other hand, including federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. Notwithstanding the foregoing, Resi Media may bring any claim relating to infringement of our intellectual property rights in U.S. federal court. This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. You acknowledge that your breach of these terms may cause irreparable harm to Resi Media, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Resi Media may be legally entitled, Resi Media will have the right to seek immediate injunctive relief in the event of a breach of these terms by you or any of your officers, employees, consultants, or other agents.
Prohibition of Class and Representative Actions and Non-Individualized Relief
You and Resi Media agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Resi Media agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Resi Media users.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, discovery is more limited, and court review of an arbitration award is very limited. However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an individual. The arbitrator(s) also must follow the terms of this user agreement as a court would.
The arbitration will be conducted by JAMS under its Comprehensive Rules and Procedures, including the Optional Expedited Arbitration Procedures. Provided that for claims with the Scope of Rules, the arbitration will be conducted pursuant to the JAMS Streamlined Arbitration Rules and Procedures. JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/. Prior to initiating an arbitration, a party who intends to seek arbitration must first send the other party, by certified mail, a written notice describing the dispute. You should send this notice to Resi Media at: Resi Media, Attn: Legal Department, Re: Notice of Dispute 3409 N US 75-Central Expy 1000 Suite #201, Plano, TX 75023. Resi Media will send any notice to you to the address we have on file associated with your Resi Media account; it is your responsibility to keep your address up to date. All information called for in the notice must be provided including a description of the nature and basis of the claims the party is asserting and the relief sought.
If you and Resi Media are unable to resolve the claims described in the notice within 30 days after the notice is sent, you or Resi Media may initiate arbitration proceedings. A form for initiating arbitration proceedings using expedited procedures is available on the JAMS website at www.adr.org.
The arbitration shall be held in King County, Washington. If the value of the relief sought is $10,000 or less, you or Resi Media may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Resi Media subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. Any settlement offer made by you or Resi Media shall not be disclosed to the arbitrator(s).
The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different Resi Media users, but is/are bound by rulings in prior arbitrations involving the same Resi Media user to the extent required by applicable law. The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration shall be confidential, and neither you nor we may disclose the existence, contents or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees will be governed by the JAMS rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Resi Media for all fees associated with the arbitration paid by Resi Media on your behalf that you otherwise would be obligated to pay under the JAMS rules. You will be responsible for all fees you are obligated to pay under the JAMS rules.
With the exception of any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void, but the remainder of this user agreement will continue to apply.
Future Amendments to this Agreement to Arbitrate
Notwithstanding any provision in the user agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Resi Media prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Agreement to Arbitrate that have arisen or may arise between you and Resi Media. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on our website at least 30 days before the effective date of the amendments and by providing notice through email. If you do not agree to these amended terms, you may close your Resi Media account within the 30-day period and you will not be bound by the amended terms.
Customer agrees to indemnify, defend and hold harmless Resi Media and its affiliates, licensors and providers of third party services, and their respective directors, officers, employees, contractors, agents, successors, and assigns, (each, an “Indemnified Party,” and collectively, the “Indemnified Parties”), from and against any and all liability (including, without limitation, attorneys’ fees and costs) incurred in connection with any actual or alleged claim (“Claim”) arising out of: (a) the Customer’s use of the Resi Media Services or Third Party Services; (b) any breach or alleged breach by the Customer of this Agreement, including, without limitation, any actual or alleged infringement or misappropriation of a third party’s copyright, trade secret, patent, trademark, privacy, publication or other intellectual or proprietary right; (c) any damage caused by or alleged to have been caused by the Customer or the Customer’s end users to the Site or Services; or (d) any actual or alleged violation or non-compliance by the Customer or the Customer’s end users with any applicable law, court order, rule or regulation in any jurisdiction.
14. DISCLAIMERS; LIMITATION OF LIABILITY.
SERVICES ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. RESI MEDIA (AND ITS AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, JOINT VENTURERS, PARTNERS, SERVICE PROVIDERS AND SUPPLIERS, AND THEIR SUCCESSORS AND ASSIGNS) SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
TO THE FULL EXTENT PERMITTED BY LAW, RESI MEDIA WILL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES WHATSOEVER, WHETHER BASED ON ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO RESI MEDIA SERVICES OR HARDWARE AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS THAT MAY ARISE FROM A CUSTOMER’S USE OF RESI MEDIA SERVICES FOR COMMERCIAL OR BUSINESS PURPOSES SUCH AS LOSS OF PROFIT OR BUSINESS INTERRUPTION. THE CUSTOMER’S SOLE REMEDY IS TO STOP USING THE SERVICES OR HARDWARE.
Customer’s communications to Resi Media should be sent to:
Resi Media, LLC
950 W. Bethany Drive
Allen, TX 75013
Phone: +1 (800) 875-0696
With a copy to: email@example.com
Resi Media’s communications regarding the services and legal notices will be sent directly to the Customer contact identified on your account. Notices are deemed received as of the time delivered. Notices will be given in the English language.
If Customer provides Resi Media with feedback or suggestions regarding Resi Media Service(s), Hardware or any other Resi Media offerings, Resi Media may use the feedback or suggestions without restriction or obligation. Resi Media shall own all right, title and interest in and to feedback. Upon providing the feedback, Customer hereby irrevocably assigns to Resi Media all right, title, and interest in and to the intellectual property rights in the Feedback.
17. GENERAL PROVISIONS.
- This agreement shall not be interpreted or construed to confer any rights or remedies on any third parties.
- You may not transfer or assign any rights or obligations you have under this user agreement without our prior written consent. We may transfer or assign this user agreement or any right or obligation under this user agreement at any time.
- SEVERABILITY. If any part of this Agreement is found unenforceable by a court or other tribunal, the rest of the Agreement will nonetheless continue in effect, and the parties agree that any court or other tribunal may reform the unenforceable part if it is possible to do so consistent with the material economic incentives of the parties resulting in this Agreement.
- WAIVER. The failure to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance by Customer of any of the provisions herein, will not in any way be construed as a waiver by Resi Media of such provisions.
- GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of WASHINGTON without giving effect to any conflict of law principles.
- No modification of this Agreement shall be effective unless in writing signed by both parties.
- This Agreement, together with any other agreements and policies that apply to you, and the terms of any other notices or instructions given to you hereunder and thereunder, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and us relating to the Services and the other matters dealt with in this Agreement and other applicable legal agreements. You hereby acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein.
Encoder and Decoder Terms
To the extent the provisions contained in these Encoder and Decoder Terms are inconsistent with those contained in any other part of the Agreement, the terms and provisions contained herein shall control. Otherwise, such provisions shall be considered cumulative.
“Customer Site” means the geographical location(s) at which the Customer operates.
“Encoding” means the act of capturing live video from production equipment and transmitting it to Resi Media’s delivery network or storing it for LAN delivery.
“Encoding Duration” means a single instance of encoding from start to stop.
“Encoding Hours” means the duration, in hours, that an encoder is actively encoding media.
“Hardware” means products manufactured and/or offered by Resi Media, including but not limited to Multisite Decoder hardware and Multisite Encoder hardware.
“Host Site” means a Customer Site at which live video is encoded.
“LAN Mode” refers to a Multisite Decoder, or any other decoding client, pulling content from an encoder across a LAN or dedicated WAN connection (as opposed to Cloud Mode).
“Minimum Recommended Bandwidth” refers to the average amount of internet bandwidth which should be available to Encoders and Decoders during normal operating conditions. This number is calculated by multiplying the sum of the video encoding bitrate and audio encoding bitrate by 2.5, ((video bitrate + audio bitrate) * 2.5).
“Minimum Recommended Delay” applies only to the Multisite Platform, and does not affect the Live Web Platform; refers to the difference in wall-clock time between when an instance of live video content is encoded, and when that instance of content is played back on a Decoder for Production Purposes. If the Minimum Recommended Bandwidth condition is met for both an Encoder and Decoder, the Minimum Recommended Delay is two (2) minutes for Multisite Decoders operating in LAN Mode, and five (5) minutes for Decoders operating in Cloud mode.
“Multisite Decoder” refers to Resi Media’s Multisite Decoder hardware, Multisite Decoder software and Multisite Player software and associated plugins.
“Multisite Encoder” refers to Resi Media’s Multisite Encoder hardware, Multisite Encoder Software, plugins and all software created by Resi Media which enables encoder operation.
“Platform Sponsored Event” is a streaming event declared by Resi Media to have special access privileges for Customers as defined within this MSA.
“Playback Hours Downloaded” means the duration, in hours, of content downloaded from the delivery network. This does not include replay of locally cached (already downloaded) content.
“Production Purposes” means used in event production to be viewed by an audience in real time or at a later time; in contrast to testing purposes.
“Remote Site” means any Customer Site (campus or venue) at which the encoded video is downloaded from the delivery network or encoder (via LAN mode), decoded, and played for Production Purposes (defined below).
“Shared Event” means any streaming event shared between two or more organizations across the platform.
2. CUSTOMER OBLIGATIONS: ACCEPTABLE USE OF ENCODER AND DECODER SERVICES.
- Customer agrees not to login to Multisite Decoder with the same user account at multiple locations simultaneously or misuse an account login by substitution of location names. Such activity is monitored-by and reported to Resi Media’s quality assurance team.
- Customer agrees not to exceed a 12-hour Encoding Duration per encoding instance. This means no individual streaming event shall extend beyond 12 hours. Customer understands any event extending past 12 hours will be automatically stopped to protect the Customer Content on the Encoder.
- Customer agrees not to exceed 180 Encoding Hours per anniversary month per plan. Customer agrees not to exceed 180 Playback Hours Downloaded per site user account per anniversary month. Overages will be billed at a rate of $15 per hour transferred.
- If Customer owns multiple Multisite Encoders, Customer agrees only one Multisite Encoder per service plan shall be actively encoding live content at a time except for redundancy (failover) purposes, unless otherwise agreed upon by Resi Media in writing.
- Customer shall not exceed the number of Multisite Decoders simultaneously used for Production Purposes beyond the Customer’s number of Remote Sites as stated within the Order Form, except when participating in Platform Sponsored Events. This means if the Customer’s Order Form indicates the Customer is billed for two Remote Sites, only two of the Customer’s sites may use Multisite Decoder for Production Purposes simultaneously for a shared or non-shared event. All Customer Site user accounts may simultaneously use Multisite Decoder for Production Purposes production purposes for a Platform Sponsored Event.
- Customer understands that, when used for Production Purposes, a live event is intended to be played out in accordance with the Minimum Recommended Delay.
- LAN Mode functionality may only be used over local area networks (LANs), and wide area networks (WAN) sites which are connected to the encoding site with dedicated routes such as provided by an MPLS or VPLS service. LAN Mode functionality is not to be used over VPN Connections.
- Software, and Software Plug-Ins. Encoders and Decoders may only be used within their authorized and designated vendor-approved application host software. No plug-in software shall be configured or utilized unless it is Resi Media-approved.
3. OPEN SOURCE SOFTWARE.
Multisite Encoders use code of FFmpeg licensed under the GPL version 2 (https://www.gnu.org/licenses/old-licenses/gpl-2.0.html) and its source can be downloaded at: https://github.com/FFmpeg/FFmpeg
4. HARDWARE: PURCHASE AND DELIVERY
- Resi Media Hardware must be purchased directly through Resi Media or through approved third-party resellers.
- All Hardware will be shipped F.O.B. origin using commercially reasonable packaging and couriers. Customer agrees to pay all charges and costs associated with shipment of the Hardware, including any special or export packaging requested or required under the circumstances.
5. HARDWARE: LIMITED WARRANTY
This limited warranty for Hardware is only provided to Customers that (a) subscribe to Resi Media Services that also (b) purchase any Resi Media Hardware sold as “new” (i) directly from Resi Media; or (ii) from an approved Resi Media reseller. This limited warranty covers Resi Media-branded Hardware that fails due to manufacturer’s defect within one (1) year of the date of shipment, as recorded by the shipment notification.
The limited warranty does not cover (a) software (including operating systems or other software applications provided within the Hardware); (b) other third-party hardware not provided by Resi Media; or (c) damage to Hardware arising from (i) Customer’s actions or inactions, including failure to follow instructions, (ii) normal wear and tear, or (iii) external causes, such as mishandling, misuse, abuse, or electrical power issues. Resi Media shall not be responsible nor liable for hardware, software, plug-ins or services provided by a third party.
RESI MEDIA’S RESPONSIBILITY UNDER THIS LIMITED WARRANTY IS LIMITED TO REPAIR OR REPLACEMENT OF THE HARDWARE AT RESI MEDIA’S EXPENSE. EXCEPT AS PROVIDED HEREIN, RESI MEDIA HEREBY DISCLAIMS ALL OTHER, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. SALES CONVEY NO LICENSE.
Hardware is sold to Customer subject to the condition that the sale does not convey any license, expressly or by implication, to sell, manufacture, duplicate or otherwise copy or reproduce the Hardware, either in whole or in part.
7. FINAL SALE.
All purchases for Hardware are final.
8. RENTED HARDWARE.
- Hardware Rental Term. Hardware Rental Term means the term of the lease or rental for any Resi Media Hardware that is leased or rented and not purchased (“Rented Hardware”) as stated on an Order Form, including all extensions thereof. The Hardware Rental Term shall start five (5) days following the Effective Date identified on the Order Form.
- Returns. All Rented Hardware shall be returned to Resi Media within fourteen (14) days of the expiration of the Hardware Rental Term (“Return Period”). Customer will not receive a refund in the event the Rented Hardware is returned before expiration of the Hardware Rental Term. If Customer fails or refuses to return and deliver possession of any Rented Hardware to Resi Media within the Return Period, in addition to all other rights and remedies available to Resi Media, Customer shall be invoiced for the full list price of the Rented Hardware less the previously paid rental fees (“Rent-to-Purchase Fees”). Upon full payment of Rent-to-Purchase Fees, the ownership of the Rented Hardware shall transfer to the Customer. Delayed payment of Rent-to-Purchase Fees shall be subject to Late Payment Fees.
- Return Conditions. Customer must follow the return shipment guidelines as provided by Resi Media including any packaging or shipping requirements. Rented Hardware must be returned to Resi Media in the same condition and appearance as when received by Customer (reasonable wear and tear excepted).
- Customer Responsibility for Rented Hardware. Customer must (a) maintain the Rented Hardware in good condition; (b) ensure the Rented Hardware is used and handled with reasonable care by competent employees or agents; (c) notify Resi Media if the Rented Hardware will be used in a location that is not the shipping address; and (d) not modify, change or reverse engineer the Rented Hardware in whole or in part. Customer assumes all risk for any loss, theft or destruction of the Rented Hardware. Customer may not make any repairs or replacements to the Rented Hardware without express written permission from Resi Media. Customer may not assign or transfer the Rented Hardware to any other person or entity without Resi Media’s express written consent.
9. HARDWARE: STATUTE OF LIMITATIONS; LIMITATION OF LIABILITY.
To the greatest extent permitted by applicable law, notwithstanding any longer statute of limitations period provided under applicable law, no cause of action, claim, or suit relating to Resi Media Hardware, whether sounding in contract, tort, or otherwise, may be brought or commenced more than twelve (12) months after the date the action, claim, or suit accrued. The foregoing shall not apply if applicable law precludes the shortening of the applicable statute of limitations period as described above.
Notwithstanding anything to the contrary in the Agreement, neither Resi Media nor its suppliers will be liable for any loss or damages resulting from delay in delivery of Hardware when such delay is due to causes beyond the reasonable control of Resi Media, including but not limited to supplier delay, force majeure, act of God, labor unrest, fire, explosion or earthquake. In any such event, the delivery date will be deemed extended for a period equal to the delay.
TO THE FULL EXTENT PERMITTED BY LAW, RESI MEDIA WILL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES WHATSOEVER, WHETHER BASED ON ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO RESI MEDIA SERVICES OR HARDWARE AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUSTOMER’S SOLE REMEDY IS TO STOP USING THE SERVICES OR HARDWARE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
IF, NOTWITHSTANDING THE FOREGOING, RESI MEDIA IS FOUND TO BE LIABLE TO CUSTOMER FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THE HARDWARE, RESI MEDIA’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER SHALL IN NO EVENT EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS ($100), OR (ii) THE FEES PAID BY CUSTOMER TO RESI MEDIA RELATING TO THE HARDWARE THAT GAVE RISE TO RESI MEDIA’S LIABILITY WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
10. IMPORT/EXPORT REQUIREMENTS.
Customer understands that Resi Media may be subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibits export or diversion of certain technical products to certain countries and to certain parties as designated by the U.S. government, and when applicable, European Union export laws (including without limitation Council Regulation (EC) No. 428/2009 (as amended)), applicable UN resolutions/EU regulations imposing restrictive measures/trade sanctions/embargoes or other restrictions on exporting goods or services. Customer warrants that it will comply in all respects with the export and re-export restrictions including but not limited to those set forth in the export license included in the shipment. Customer shall, at its own expense, pay all import and export licenses and permits, pay customs charges and duty fees, and take all other actions required to accomplish the export and import of the purchased Hardware.
Acceptable Use Policy
The purpose of this Acceptable Use Policy is to specify prohibited activities when using Resi Media websites, Services and Hardware (together, “Resi Media Services”), and applies to all Customer entities and individuals whom Customers permit to use Resi Media Services. You are independently responsible for complying with all applicable laws in all of your actions related to your use of Resi Media Services, regardless of the purpose of the use. In addition, you must adhere to the Acceptable Use Policy.
Your use of Resi Media Services must be consistent with the laws and regulations governing use of the internet and must protect the right of its other Customers to use its services. The Acceptable Use Policy is designed to achieve these goals. Customer agrees to comply with the Acceptable Use Policy and is responsible for the use of the services by all entities and individuals whom Customer permits to use the services.
Resi Media has the right to change or modify the terms of the Acceptable Use Policy at any time. Customer’s use of Resi Media Services after changes to the Acceptable Use Policy are posted shall constitute acceptance of any changes or additional terms.
The following list provides examples of general prohibited uses of the services that are violations of this Acceptable Use Policy. Please note that the following list does not represent a comprehensive or complete list of all prohibited uses.
You may not use Resi Media Services for hosting, posting, transmitting or retransmitting any:
- Violation of any law, statute, ordinance or regulation, including but not limited to:
- Child pornography
- Unlawful gambling activities
- Threats, harassment and abuse of any individual, organization or business
- Fraudulent activities
- Terrorist websites or other sites advocating human violence and hate crimes based upon religion, ethnicity or country of origin
- Unlawful high yield investment plans, Ponzi schemes or linking to and or advertising such schemes
- Pornography: In particular, the services shall not be used to publish, submit, receive, upload, download, post, use, copy or otherwise produce, transmit, distribute or store pornography.
- Depiction, dissemination, or promotion of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial intolerance or the financial exploitation of a crime, (g) items that are considered obscene or indecent, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law, or (l) exploitation of minors.
- Content or material that is defamatory, fraudulent, libelous, treasonous, excessively violent or promoting the use of violence or otherwise harmful to others, including harassment, or threats to the health or safety of others.
- Promotion of money laundering, fraud, or other financial crimes, including terrorist financing.
- Sales of products or services identified by government agencies to have a high likelihood of being fraudulent.
- Protected Health Information (PHI), or any other information or involvement relating to the provision of physical or psychological health care services, or involve or relate to any protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended, or otherwise;
- Potentially unfair, deceptive or misleading advertising or promotional practices.
- Engagement in any behavior or activity, or the provision of goods or services, or imply any affiliation or relationship with Resi Media or otherwise, that Resi Media may deem potentially harmful to others or Resi Media’s operations or reputation.
Reporting Violation of the Acceptable Use Policy
Resi Media accepts reports of alleged violations of this Acceptable Use Policy via email sent to Abuse@resi.io. Reports of alleged violations must be verified and must include the name and contact information of the complaining party, organization name and location allegedly in violation, and a description of the alleged violation. Unless otherwise required by law, such as the DMCA, Resi Media owes no duty to third parties reporting alleged violations. Resi Media will review all verified third party reports and will take such actions as it deems appropriate in its sole discretion.
Disclaimer: Resi Media retains the right, at its sole discretion, to refuse new service to any individual, group, or business. Resi Media also retains the right to suspend or discontinue service to a Customer whom Resi Media, in its sole discretion, believes has violated these terms.
Methods of Data Collection
Resi Media may use the following methods of data collection:
- Automated means such as communication protocols
- Online registration and online signup forms
- Sales inquiries and transactions
- Online Customer communications with Resi Media
- Offline communications and interactions with Hardware and through Services
The Data We Collect, How We Use It, and Why
The following describes the types of Data Collected and the purpose for collecting that data:
- To engage in transactions for service, such as sales and billing communications. Name, address, phone number, email, and purchase details may be collected and stored as part of the transaction history. The majority of the data collected under this category is contact information. Resi Media may need to share some of this data (address, payment) with credit card clearing houses, banking institutions, and other similarly situated Agents, who may require the information in order to complete the transaction (as used here, “Agents” are persons or companies who act on behalf of or under the direction of Resi Media).
- To provide future service and support. Information collected for this purpose is both contact data and information related to products and service/support requested. This information is also used to provide service, product update, and similar notices.
- To better tailor marketing to user needs. We may use information from user purchases and user-specified requirements to provide you with timely and pertinent notices of Resi Media product releases and service developments that address your needs and specified requirements and/or which are similar to products and services previously purchased by the user from Resi Media.
- To better respond to requests for service or quotes for product and equipment purchase. Resi Media will pass contact information to the appropriate Resi Media salesperson, or reseller for follow-up related to Resi Media products or services.
- We may share the Data Collected with other Resi Media affiliates, including its parent company, Pushpay USA Inc.
- Your postings when you participate in community forums or public social media pertinent to our Services, some of which may be moderated. Since these public forums and social media sites are open to many users and/or the public at large, you should not include any personal data or other information on these forums or social media sites that you do not want to be shared or accessible publicly.
- With regulators, law enforcement bodies, government agencies, courts or other entities where necessary to comply with applicable laws or regulations, or to exercise, establish or defend our legal rights. Where possible and appropriate, we will notify you of this type of disclosure;
- With an actual or potential buyer (and its agents and advisers) in connection with an actual or proposed purchase, merger or acquisition of any part of our business.
- With others where we have your consent.
International Privacy Laws
Contact Information and Inspection Rights
Resi Media, LLC
3409 North Central Expressway Suite 201
Plano, Texas 75023
Phone: +1 (800) 875-0696
DMCA (Digital Millennium Copyright Act) takedown request requirements
We take the intellectual property rights of others seriously and require that our customers do the same. If you own a copyright or have authority to act on behalf of a copyright owner, and want to report a claim that a third party is infringing that copyright on or through Resi Media’s services, please send a notice to firstname.lastname@example.org that meets the requirements below.
DMCA notice requirements
Submissions under this DMCA Policy should be sent to email@example.com, You must include:
- Your name, title (or proof of authority to act as an agent), address, telephone number, and email address;
- A description of the copyrighted work that you claim is being infringed;
- A description of the material you claim is infringing and that are requesting access to be disabled, including the location of such material (such as, if applicable, the URL);
- A statement by you that you have good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
- A statement by you that information provided is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed;
- An electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf.
We will review your submission and take whatever action we deem appropriate under the DMCA, including the removal of the challenged content from the website. Furthermore, we may, in appropriate circumstances, disable access or terminate the account(s) of the reported user(s).
DMCA Counter Notice requirements
If it is not possible to come to an agreement with the reporting copyright owner, the content owner may submit a DMCA Counter-Notice to firstname.lastname@example.org within ten (10) business days of the date of our notice. If we receive a valid counter-complaint, we will email a copy of the notice to the copyright owner. The Counter-Notice is a legal document and must comply with the requirements of the DMCA and must include the following:
- Contact Information: Your name, title (if acting as an agent), physical address, email address, and phone number;
- Content Identification: A reasonable identification of the material that has been removed or to which access has been blocked;
- Statement under Perjury: The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled”;
- Consent to Jurisdiction: One of following statements (as appropriate):
- If based in the United States: “I consent to the jurisdiction of the Federal District Court for the judicial district in which my provided address is located”
- If based outside of the United States: “I consent to the jurisdiction of any United States Federal District Court in which Resi Media may be found”
- Consent to service of process: The following statement: “I will accept service of process from the person who provided the original notification or an agent of such person”; and
- Signature: An electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.
- Trademark takedown request requirements
- If you’re sure you want to report content on Resi Media that you believe infringes your trademark, please provide the following information:
- Details of the original trademark (and a description if it’s a logo).
- A list of the countries in which the trademark is registered.
- The registration number(s) of the trademark.
- A scanned copy of the trademark registration certificate(s) or screenshot of the registration on the website or database of the applicable national intellectual property office(s).
A declaration of the following statement: “By submitting this notice, I state that I have a good-faith belief that the reported use, in the manner that I have complained of, is not authorized by the intellectual property rights owner, its agent or the law; that the information contained in this notice is accurate; and, under penalty of perjury, that I am authorized to act on behalf of the owner of the intellectual property rights at issue”.
You can send this information to email@example.com, you should receive an automated confirmation of receipt.
Namespaces and other disputes
Disputes regarding namespaces, ownership and trademarks are not governed by DMCA. These disputes must be resolved by the parties involved. Resi Media will never act as arbitrators or intermediaries in these disputes and will not take any action without the appropriate legal orders.