STREAMTIME AFTERLIFE LICENSE AGREEMENT
© STREAMTIME HOLDINGS LIMITED - UPDATED JANUARY 2022
STREAMTIME HOLDINGS LIMITED, (“SHL”)
39 Harbour View Terrace,
Cass Bay,
Lyttelton 8082,
New Zealand
Thanks for using Streamtime. This agreement is applicable to all subscribers of Streamtime Classic from March 30th 2021. By using Streamtime Classic as an individual or on behalf of a business, you agree to the terms and conditions that we’ve set out below. If you’re using our products and services on behalf of your business, then the business is also subject to these terms and conditions and you are agreeing that you have the appropriate permissions and responsibility to do so.
Please read these terms and conditions carefully before using Streamtime Classic. They encompass all of the legal requirements of our relationship.
STREAMTIME CLASSIC AFTERLIFE LICENSE AGREEMENT - Terms and Conditions
Introduction
There are a few terms that we’d like to clarify for the rest of the agreement.
We use the term ‘You’ to cover you, your business, your team members or anyone that pays for a license. Much more friendly than calling you a ‘party’ or customer right?
We’ve shortened Streamtime Holdings Limited to SHL (just in case you print this out and we’re using more paper than is absolutely necessary)!
We operate 2 products, “Streamtime Classic”, and “Streamtime.net”. These terms and conditions are specifically for Streamtime Classic.
1. License
(a) Software. For the purposes of this Agreement “Software” means the Streamtime Classic product.
(b) License Grant.
Streamtime Classic
Upon payment of all applicable fees and subject to the terms of this Agreement, SHL grants to You a non-exclusive, non-transferable license for Streamtime Classic during the term to make exact object code copies of the Software in the License Count quantity indicated inside the Software, and use and install each such copy of the Software on a single computer owned or leased by You.
You may only use the Software during the term of this Agreement, and all use of the Software must cease on the Expiry Date, unless the agreement is renewed in accordance with Section 4(a) or Section 4(b).
SHL will provide You with a unique License Key, and such License Key must be kept confidential and used solely for the purpose of enabling You to use the Software in accordance with the terms and conditions of this Agreement. You shall be solely responsible for all expenses incurred in the copying and installation of the Software by You.
Streamtime.net
These terms and conditions apply only to Streamtime Classic. You can switch to Streamtime.net at any time. On commencement of a subscription to Streamtime.net your subscription will be governed by the terms and conditions found at Streamtime.net.
2. Restrictions
(a) General Restrictions. You acknowledge that the Software contains trade secrets and to protect them, You may not decompile, reverse engineer, disassemble or otherwise reduce the Software to any human perceivable form except as permitted under applicable law. You may not modify, sell, rent, lease, loan, distribute (except as expressly permitted by this License), or create derivative works based upon the Software in whole or in part.
(b) Notices.
You shall: (i) not remove any copyright notices or proprietary legends from the Software; (ii) reproduce on all copies of the Software the copyright notice and any other proprietary legends that were on the original copy of the Software; (iii) not disclose the unique License Key or username and password to anyone except as required to use the Software as permitted under this Agreement; and (iv) take reasonable steps to ensure that each user of the Software is aware of and complies with the terms and conditions of this Agreement. So basically, please treat our property like you’d like us to treat yours ☺️
(c) Restricted Uses.
THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATIONS SYSTEMS, OR AIR TRAFFIC CONTROL OR SIMILAR ACTIVITIES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. Because, seriously… we’d rather the world be a better place than no place!
(d) No Transfer or Assignment.
You may not transfer or assign any portion of this agreement to anyone else without our prior written consent. If you’re not sure whether you need consent, just reach out to us at classic@streamtime.net.
3. Maintenance
Streamtime Classic.
(i) “Maintenance Software” includes both Upgrades and Updates to the Streamtime Classic product only. It does not include upgrades or updates to any third party software including FileMaker Pro and FileMaker Pro Server unless this is specifically stated in writing at the time of purchase.
(ii) “Upgrade” means an improvement to the existing Streamtime Classic product through added functionality and/or enhanced performance. Upgrades are identified by a change in the number to the left or right of the decimal point in the product version number (e.g., an upgrade from Streamtime 10.0 to 11.0, or an upgrade from version 10.0 to 10.5).
(iii) “Update” means bug fix updates to the Streamtime Classic product containing fixes, compatibility updates to maintain compliance with specifications, and standards compatibility updates to interoperate with specific standards. Updates are identified by a change in the number to the right of the “v” in Streamtime Classic (e.g., Streamtime 10.0v5), or via email or in-app communication within Streamtime.net
(iv) As part of this Agreement, Your rights to use the Software will extend to the Maintenance Software that is commercially released during the term of this Agreement. SHL will provide or make available to You a master copy of such Maintenance Software commercially released during the term of this Agreement. “Maintenance Software” , “Upgrades” and “Updates” may incur an additional charge to You if you are a Subscriber or considering Subscribing.
(v) Restrictions and Disclaimers.
MAINTENANCE SOFTWARE WILL BE DEVELOPED AND RELEASED BY SHL AND ITS LICENSORS IN THEIR SOLE DISCRETION. SHL AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THEY WILL DEVELOP OR RELEASE ANY MAINTENANCE SOFTWARE DURING THE TERM OF THIS AGREEMENT. SHL AND ITS LICENSORS DO NOT WARRANT THAT THE MAINTENANCE SOFTWARE WILL BE PROVIDED TO You OR MADE AVAILABLE WITHIN ANY SPECIFIED TIME PERIOD FOLLOWING THE COMMERCIAL RELEASE OF SUCH MAINTENANCE SOFTWARE.
(vi) Custom Development of Streamtime Classic.
SHL will retain ownership of any alterations to layouts, code, or database schema within the standard Streamtime FileMaker files and MyStreamtime web interface pages and MySQL database.
Copyright to all modifications within the product are copyright to SHL and may be used for other customers or third parties at SHL discretion.
4. Term & Termination.
(a) Initial Term. This Agreement will commence on 30th March 2021 and the initial term of this Agreement (“Initial Term”) will end on 29th March 2022. By continuing to pay for your Streamtime Classic subscription You and SHL agree to abide by these terms and conditions. SHL guarantee NOT to increase the subscription fee that You pay for Streamtime Classic during this 12 month Initial Term.
(b) Renewal Term(s).
Following the Initial Term or any subsequent term, the Agreement will automatically be renewed for a further term of equal length to the most recent term unless prior to the expiry of the said most recent term You give electronic notice to terminate the Agreement in accordance with SHL termination procedure in force at the relevant time. Unless the You gives such notice in compliance with SHL termination procedure prior to expiry of the said most recent term, the You must pay SHL license fees for renewal of the Agreement. SHL will confirm such renewal by allowing continued use of the software. Streamtime’s home screen states the new Expiry Date. Prior to the expiry of any term, You may also request that the duration for the renewed term of the Agreement be varied to such longer or shorter period as is permitted in SHL's renewal policy in force at the time of expiry of the then most recent term.
In a nutshell, you’re in complete control of your subscription period and when it renews. You can manage this from within your organisation’s Streamtime.net accounts page. You can manage your subscription at <companyname>.app.streamtime.net. You can also send queries about your subscription to classic@streamtime.net.
(c) Breach.
If any breach of this Agreement by You continues for more than ten (10) days after receipt of written notice of such breach by SHL, SHL may terminate this Agreement by written notice to You, whereupon this Agreement and all rights granted to You herein shall immediately cease and the Streamtime software solution will be deactivated. Breach of this Agreement includes, but is not limited to, Your failure to pay any license fees when due.
And - to be fair, we’ll be held by the same rule. If You are unable to use the solution for more than ten (10) days you have every right to cancel (see below).
(d) Effect of Termination.
Upon expiry or termination of this Agreement for any reason, all licenses under this Agreement are immediately terminated, and You will cease all use, installation and copying of the Software. Any fees (including pre-paid fees) paid to SHL under this Agreement are non-refundable upon expiry or termination of this Agreement, and You shall remain liable to pay to SHL any additional fees that You had become liable to pay prior to the said expiry or termination.
(e) Survival.
Sections 1(b), 2, 4, 5, 6, 7 and 11 shall survive expiry or termination of this Agreement.
5. Limited Warranty.
SHL warrants for a period of ninety (90) days from the Contract Date that the Software as provided by SHL will substantially conform to the published specifications for the Software available from SHL. SHL’s entire liability and Your sole and exclusive remedy for any breach of the foregoing limited warranty will be, at SHL’s option, replacement of the media, or repair or replacement of the Software. No refunds are available. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY SHL AND SHL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH Your ENJOYMENT OF THE SOFTWARE (or these terms and conditions of course) OR AGAINST INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. SHL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET Your REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE AND/OR THE PROVISION OF ANY RELATED SERVICES BY SHL AND/OR ITS AGENTS OR CONTRACTORS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, SHL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SHL, OR AN AUTHORIZED REPRESENTATIVE OF SHL SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO You.
IN EACH AND ANY CASE, SHL’S AND SHL AND ITS LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
6. Limitation of Remedies and Damages.
UNDER NO CIRCUMSTANCES, (INCLUDING WITHOUT LIMITATION NEGLIGENCE), SHALL SHL, OR ITS LICENSORS AND CONTRACTORS (1) BE RESPONSIBLE TO YOU FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SOFTWARE AND/OR OUR SERVICES, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SOFTWARE AND/OR OUR SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF OUR SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF OUR SERVICES FOR ANY REASON, INCLUDING WITHOUT LIMITATION AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SOFTWARE AND/OR OUR SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA AND/OR (2) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA) THAT RESULT FROM ANY BREACH OF CONTRACT BY SHL AND/OR THE USE OR INABILITY TO USE THE SOFTWARE AND/OR THE PROVISION OF ANY SERVICES BY SHL, AND ALL THE ABOVE LIMITATIONS APPLY EVEN IF SHL, ITS LICENSORS OR AN AUTHORIZED REPRESENTATIVE OF SHL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO You.
In no event shall SHL’s or its licensors’ total liability for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid under this Agreement. The parties agree that this limitation of remedies and damages provision shall be enforced independently of and survive the failure of essential purpose of any warranty remedy. THE ABOVE LIMITATION WILL NOT APPLY IN CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.
7. Audit.
No more than once per year and during ordinary business hours (after giving reasonable advance notice) SHL, or at either party’s option, an independent third party reasonably acceptable to both parties, may audit You and your records relating to your payment obligations under this Agreement for the purpose of confirming your compliance with this Agreement. At SHL’s request, You will provide a knowledgeable employee to assist in such audit. If such audit reveals that you have underpaid amounts owing to SHL under this Agreement, You will promptly pay SHL such past due amounts. If the amount which You have underpaid in any period exceeds ten percent (10%) or more of the amounts actually owed to SHL for such period, You will promptly reimburse SHL for the direct out-of-pocket expenses incurred in conducting such audit.
8. Support.
(i) “Support Partners” are third parties who have a separate and exclusive agreement to provide support services to You. “Support Partners” are not paid to provide support by SHL. Support Partners in Australia and New Zealand are Digital Fusion Limited (https://www.teamdf.com/). Support partners in UK, Ireland and Europe are wayahead bv (https://wayahead.be). Support Partners may offer custom development or consulting services which they may choose to charge a fee for. Any additional fees for these services will be agreed with You before commencing them directly with the Support Partner.
(ii) “Support Request” is any electronic message, digital chat or video call You make / send to SHL or direct to our “Support Partners” relating to the usage and function of the software. Your license(s) fees for Streamtime Classic cover usage of the software and support for any critical issues that are the result of a defect in the product. All other issues including but not limited to; usage of the software, customisation, training, hosting will be handled by our Support Partners. The terms and conditions for the provision of services by these support partners can be found at xxxxxxx for You if situated in Australia or New Zealand and https://wayahead.be/terms/ for You if situated in UK, Ireland or Europe.
Each Support Request will be paid for by You directly to our Support Partners.
(iii) “Support Services” are any services provided by our Support Partners directly to You. They include but are not limited to:
EXAMPLES TO BE INCLUDED HERE
(a) The correction of errors or defects in the Software caused by operation of the Software in a manner other than that specified or intended by SHL;
(b) The correction of errors or defects in the Software caused by any modification, revision, variation, translation, or alteration of the Software not authorized by SHL;
(c) The correction of errors or defects in the Software caused by the use of computer programs not approved by SHL;
(d) The correction of errors or defects in the Software caused by the failure of you to provide suitably qualified and adequately trained staff for the operation of the Software;
(e) The rectification of defects or errors in the Software caused by a fault in the equipment on which the Software operates;
(f) The correction of connectivity issues caused by third-party services, service providers, hardware or software (including FileMaker Pro), or networking problems.
(g) Inquiries on application consulting or training.
(h) Backup or maintenance of server or client computers or software running the Streamtime software.
(i) The correction of defects or errors in the Software arising directly or indirectly out of your failure to comply with this Agreement, or any other agreement between the parties relating to the Software.
(iv) “Standard Response Time” is the time it takes for You to receive a response to your Support Request. We ask our Support Partners to uphold the following standards.
The targeted response time for technical support is dependant upon severity of problem:
o High - 1 working day. Defined as being unable to invoice or access billing, raise jobs, view projects or use timesheets for all users across the company.
o Normal - 2 working days.
The timelines above are when our Support Partners will commence work on the issue. If the problem cannot be resolved within the timeline stated due to complexity you will be given an estimated time / date of resolution.
(v) “Software Upgrades” are upgrades of the underlying database platform (FileMaker Pro and FileMaker Pro Server), or other third party software products deployed within Streamtime AND ARE NOT included unless agreed in writing at the time of purchase.
9. Hosting Services
“Hosting Services” are provided by our Support Partners, Digital Fusion Limited. SHL recommends You to use the Hosting Services. An additional fee will be charged by SHL for Hosting Services. SHL pays Digital Fusion directly for Hosting Services and Server Management.
SHL may change, discontinue, or deprecate any of its hosting services or change or remove features or functionality of the hosting services at any time and from time to time. SHL will notify you of any material change to or discontinuation of the hosting services.
Digital Fusion Limited may use third party hosting service providers to provide hosting services to you, and may from time to time change which third parties it uses. You agree to abide by any terms of service specified by the actual third party that provides hosting services in connection with your use of the Software where those terms of service apply to you. You must compensate SHL and / or Digital Fusion Limited for any loss SHL and / or Digital Fusion Limited suffers in connection with any breach by you of any such terms of service. You must give SHL and Digital Fusion Limited the benefit of any limitations that are set out in such terms of service that are applicable to the provision of hosting services to you.
You are responsible for maintaining the security of your account and password. You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have their own logins under your account). You may not use any SHL or Support Partners services for any illegal purpose or to violate any laws in your jurisdiction (including but not limited to copyright laws).
10. Export Law Assurances.
You may not use or otherwise export or re-export the Software except as authorized by New Zealand and United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, North Korea, Sudan and Syria), or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Software you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
11. Government End Users.
All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252-227-7013 (OCT 1988), as applicable.
12. General Terms.
This Licence shall be governed by and construed under the laws of New Zealand regardless of conflict of law principles and any proceedings arising out of or in connection with this Licence may be brought in any court of competent jurisdiction in New Zealand. You agree to submit to the exclusive jurisdiction of the New Zealand Courts. This License constitutes the entire agreement between the parties with respect to the Software licensed under these terms, and it supersedes all prior or contemporaneous agreement, arrangement and understanding regarding such subject matter. You acknowledge and agree that it has not relied on any representations made by SHL, however, nothing in this License shall limit or exclude liability for any representation made fraudulently. No amendment to or modification of this License will be binding unless in writing and signed by SHL. If any provision of this License shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect. No failure or delay by SHL in exercising its rights or remedies shall operate as a waiver unless made by specific written notice. No single or partial exercise of any right or remedy of SHL shall operate as a waiver or preclude any other or further exercise of that or any other right or remedy.
13. Arrears
If You are in arrears to SHL or our Support Partners for services rendered including but not limited to training, support, Pipeline or subscription, SHL reserves the right to terminate services until such time as payment is made.
14. Terms and Conditions
SHL reserve the right to amend or change these terms and conditions at anytime. Changes will be posted to our websitehttps://streamtime.net/classic-terms-conditions and shall be deemed to be sufficient notice to you of the changes to these terms.
15. Activation
Streamtime software is activated via the internet at a frequency equal to Your payment frequency. It is Your responsibility to provide an open internet connection during activation. Activation frequency is displayed on the home screen of Streamtime. Activation is required to allow continued use of the software.
EXHIBIT A
STREAMTIME LICENSE AGREEMENT - Required Termination Notice
Following expiry or termination of this Agreement for any reason, You must submit the following notice to STREAMTIME HOLDINGS LIMITED on You’s letterhead. If this notice is not received prior to the Expiry Date, then Streamtime will invoice You for the license renewal fees and You are obligated to continue paying the license renewal fees for the next renewal period. Your obligation to pay for additional renewal periods will continue until Streamtime receives the signed notice below via email to accounts@streamtime.net within prior to the Expiry Date for the then-current renewal period.
[Print on You’s Letterhead] [Date]
STREAMTIME HOLDINGS LIMITED 39 Harbour View Terrace, Cass Bay, Lyttelton 8082, New Zealand
_______________________ (“You”)
acknowledges that the Streamtime License Agreement between You and STREAMTIME HOLDINGS LIMITED has terminated. You confirm that it has ceased all use and uninstalled all of the Streamtime software licensed under this Agreement, and that all copies of the Streamtime software in You’s possession have been deleted or destroyed.
“You”
By (Signature):
Printed Name:
Title:
Date:
ALTERNATIVELY
you can submit a termination notice by logging into your account at https://streamtime.net and requesting for your service to be terminated.