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S7REAM Ltd PLATFORM AGREEMENT

This Platform Agreement ( “Agreement”) is entered into by and between S7REAM Ltd., a company incorporated in England and Wales (“S7REAM” or the “Company”) and the user agreeing to these terms (“Client” or “you”) as of the date of accepting this Agreement (the “Effective Date”).

The parties agree as follows:

1. Definitions

  1. Platform – “The online software platform owned and operated by S7REAM that enables businesses to stream live events and on-demand content.”
  2. Services – “The services provided by S7REAM to Client through the Platform, including access to the Platform and any support, hosting, or other services described in this Agreement.”
  3. Client Content – “Any data, information, media or materials uploaded, transmitted or otherwise provided by Client for use with the Platform.”
  4. Confidential Information – “Any non-public information of a party, including but not limited to trade secrets, know-how, inventions, techniques, processes, software, algorithms, designs, and any financial, commercial or technical data.”
  5. Documentation – “The guides, specifications, and manuals provided by S7REAM regarding the use and operation of the Platform.”
  6. Intellectual Property Rights – “All intellectual property and proprietary rights, including patents, trademarks, service marks, trade names, trade dress, copyrights, trade secrets, mask works, know-how and any other similar statutory provision or common law doctrine in any country or region.”
  7. Order Form – “The document executed by the parties specifying the subscription plan, fees and any other commercial terms related to Client’s use of the Platform.”
  8. Personal Data – “Any information relating to an identified or identifiable individual as defined under applicable data protection laws.”
  9. Third-Party Services – “Any products, applications, services, software, networks, systems, directories, websites, databases and information which are delivered or provided by a third party.”

2. Services

S7REAM operates an online platform that allows businesses to stream live events and on-demand content (the “Platform”). Subject to the terms and conditions of this Agreement, S7REAM grants Client a non-exclusive, non-transferable right to access and use the Platform during the Term solely for Client’s internal business purposes.

3. Subscription and Fees

  1. Subscription Plans: S7REAM offers several subscription plans for access to the Platform and Services, including a free 14-day trial, and paid plans such as Starter, Engage, Enterprise and any other plans as described on the S7REAM website (the “Subscription Plans”).
  2. Subscription Fees: The fees for each Subscription Plan (the “Subscription Fees”) are set forth on the S7REAM website at the time of Client’s subscription purchase or renewal. S7REAM reserves the right to modify the Subscription Fees for any new subscription term upon reasonable notice posted on the website.
  3. Payment Terms: Subscription Fees are payable in advance, either monthly or annually based on the billing cycle selected by Client. Annual subscriptions may be eligible for a discount as stated on the website.
  4. Free Trial: For the free 14-day trial Subscription Plan, Clients may access the Platform and Services without payment. At the end of the 14-day period, Client must purchase a paid Subscription Plan to continue access. S7REAM allows one Free Trial per Client.
  5. Fee Increases: S7REAM may increase the Subscription Fees up to 5% for any renewal term.  S7REAM may increase fees more than 5% for a renewal term upon at least 60 days’ notice to Client.

4. Charges

Client agrees that S7REAM may charge Client’s credit card, debit card, or other payment mechanism selected by S7REAM and approved by Client (“Payment Method”) for all amounts due and owing in connection with Client’s use of the Platform, including subscription fees, overages, and any other fees or charges associated with Client’s account (“Charges”). Unless otherwise agreed to by S7REAM or required by applicable law, all Charges are non-cancelable and non-refundable for the Initial Subscription Term. Client is responsible for keeping its Payment Method up to date and providing S7REAM with any changes promptly. 

5. Collection of Charges

Client agrees that if S7REAM is unable to collect the Charges for the Services through Client’s Payment Method, S7REAM may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from Client and that Client will be responsible for all costs and expenses incurred by S7REAM in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. Client further agrees that, to the extent not prohibited by applicable Law, S7REAM may collect interest at the lesser of 1.5% per month or the highest amount permitted by Law on any Charges not paid when due.

6. Client Content

Client is solely responsible for all content and materials that Client streams, displays, uploads or otherwise makes available through the Platform (“Client Content”). Client represents and warrants that it has all necessary rights to use and distribute the Client Content through the Platform and that such use does not violate any third party rights.

Inappropriate Content

  1. Prohibition of Inappropriate Content: Client agrees not to upload, transmit, or otherwise make available through the Platform any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable (collectively, “Inappropriate Content”).
  2. Right to Remove Content: S7REAM reserves the right, but has no obligation, to review, monitor, or remove any Client Content at its sole discretion if it is deemed Inappropriate Content. This right includes the ability to suspend access to or terminate Client’s use of the Platform without notice or liability for any breach of this provision.
  3. Suspension and Termination: S7REAM may immediately suspend or terminate the Client’s access to the Platform, without prior notice or liability, if Client uploads or is found to be responsible for Inappropriate Content. S7REAM will not be liable for any damages, losses, or claims arising from such suspension or termination.
  4. Indemnification: Client shall indemnify, defend, and hold harmless S7REAM, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any Inappropriate Content uploaded, transmitted, or otherwise provided by Client. This indemnification includes any claims made by third parties or governmental authorities, and any legal proceedings or prosecution that may result from such Inappropriate Content.
  5. Discretionary Suspension: In addition to the above, S7REAM reserves the right to suspend the Platform at its sole discretion, for any reason it deems necessary to protect the integrity, security, or operation of the Platform, including but not limited to the presence of Inappropriate Content.

7. Restrictions

Client shall not: (a) copy, modify, create derivative works of, reverse engineer, decompile, translate or disassemble the Platform; (b) use the Platform for any unlawful purpose or in violation of any laws; (c) remove or modify any proprietary notices on the Platform; or (d) resell, sublicense or distribute the Platform.

8. Ownership

S7REAM retains all right, title and interest in and to the Platform, including all software, technology, designs, materials and other intellectual property embodied therein. Client shall retain all ownership of Client Content. This Agreement does not grant Client any ownership interest in the Platform or any other S7REAM intellectual property.

9. Confidentiality

Each party shall maintain the confidentiality of the other party’s proprietary information and shall not disclose it to any third party without the disclosing party’s prior written consent.

10. Warranty Disclaimer

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. S7REAM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT HEREUNDER IN THE PRIOR TWELVE (12) MONTHS.

12. Indemnification

Client shall defend, indemnify and hold S7REAM harmless from and against any third party claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s use of the Platform; (b) any Client Content; or (c) Client’s breach of this Agreement.

13. Availability and Modifications

  1. S7REAM may modify the features and functionality of the Platform at any time without notice. Modifications may result in loss of compatibility with third party services or require Client to procure updates to continue use of the Platform.
  2. While S7REAM aims to provide continuous availability of the Platform, there may be occasions where access is interrupted or prevented due to systems failures, internet availability, scheduled maintenance, or circumstances beyond S7REAM’s reasonable control.
  3. S7REAM will use reasonable efforts to restore access as soon as possible and keep Client informed of any prolonged issues. However, S7REAM provides all services “as is” and makes no guarantees as to availability or uptime.
  4. S7REAM shall not be liable for any damages, liabilities, costs, or losses arising from any platform unavailability or related issues impacting access or use. This includes, but is not limited to, lost profits, revenues, data, financial loss, or any indirect, incidental, special, consequential or punitive damages suffered by the Client or its customers.

14. Term and Termination

This Agreement shall remain in effect during the Initial Term and any renewal term.

  1. S7REAM reserves the right to suspend or terminate this Agreement at any time if Client breaches any provision of this Agreement.
  2. After the Initial Term, either party may terminate this Agreement by providing at least 30 days’ written notice of termination. 
  3. Upon termination, Client shall cease using the Platform and all Charges up to the date of termination shall remain due and owing to S7REAM.

15. Data Protection and Privacy

Client shall comply with all applicable data protection and privacy laws governing the processing of Personal Data in connection with the Services, including providing any required notices and obtaining appropriate consents. S7REAM shall maintain reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Client Personal Data.

16. General Provisions

  1. Severability – If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
  2. Notices – All notices under this Agreement shall be in writing and deemed given upon: (a) personal delivery; (b) the second business day after first class mailing; or (c) the first business day after sending by overnight courier, and addressed to the party’s legal address stated in this Agreement.
  3. Assignment – Neither party may assign this Agreement or any right or obligation under this Agreement without the prior written consent of the other party. Any prohibited assignment shall be null and void.
  4. Force Majeure – Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, acts of terrorism, epidemic, flood, severe weather, or governmental acts.
  5. Relationship of the Parties – The parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
  6. Entire Agreement – This Agreement, including all exhibits, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.
  7. Amendments – This Agreement may be amended or modified only by a written instrument signed by authorised representatives of both parties.
  8. Waiver – No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right.
  9. Counterparts – This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

17. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. No modification shall be effective unless in writing and signed by the Parties.