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InPlayer - Content Paywall

Terms & Conditions (Merchants)

1. INFORMATION ABOUT US

We operate the website https://inplayer.com. We are InPlayer Limited, a company registered in England and Wales under company number 07301499 and with our registered office at 154 -158 Shoreditch High Street London, E1 6HU UK. Our VAT number is 993758843.

2. OUR STATUS

We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that Services you purchase from third party sellers through our site, or from companies to whose website we have provided link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. We will notify you when a third party is involved in a transaction, and we may disclose your personal information related to that transaction to the third party seller.

3. THE SERVICES

This Contract governs the terms and conditions for the supply of our paywall service

and the associated support services detailed in the Schedule (Services) as more particularly described on our website.

4. CONTRACT INCEPTION:

This agreement shall come into force and effect upon its execution (which is referred to as “launch date” or “launch” in this document) by representatives of both Parties.

The Client shall, on execution of this Agreement, fill out the required details for registration on the Website and InPlayer shall subsequently provide e-mail confirmation of the Client’s registration. The Client guarantees the completeness and

accuracy of any information provided.

Set up package: A basic set up package includes:

(a)Paywall activation to video,

(b)Adding Paywall pricing tariffs to video,

(c)Currency management,

(d)Language management.

If the set up process includes any additional activities, that are not part of the basic set up package, the client will be charged a flat fee in an amount determined with our contract.

Paywall activation to video: Activating the Paywall application to videos specified by the Client and providing the client with prepared embed code for each video. The Client need to provide access to his Online Video Platform.

Adding Paywall pricing tariffs to video: Setting pay-per-view, subscription or package tariffs to videos specified and defined by the Client. Organizing videos in packages per client request.

Currency management: Initial set up of new currencies and currency rules by Geography to the new and existing ones.

Language management: Initial set up of Paywall language rules by Geography.

Additional Costs:

There will be additional costs for adding new language. A quote will be provided to the client before the development work and transaction is initiated.

Any request beyond the package will be charged at $75 per hour. A quote will be issued before any work is undertaken.

User Management: New logins (maximum of 20) can be requested by the client at no extra cost. Lost passwords or user names can also be requested from the InPlayer team by emailing support@inplayer.com.

Training: Training for all InPlayer tools and technology will be provided by video conference to the Client’s teams at no cost for a period of 30 days. Any training need beyond this period will be charged at $250 per 4 hour session. Any training required as a result of a product upgrade initiated by InPlayer will be provided at no charge for a period of 30 days after the first training session on the new feature is delivered. Beyond this initial period, training on new features will be charged at $250

per 4 hour session.

Form of Payment: New forms of payment can be implemented at a set up cost of at least $475.

The cost may be higher depending on the request. A quote will be provided to the client before the development work is initiated.

Email Delivery: The Whitelabelling of the email delivery will be charge at a one time fee of $500. Any modification required beyond the first 30 days after launch will be charged at a rate of $75 per hour.

User Support: The Service Desk will accept enquires from the Client’s customers via email. The Services include a maximum of 100 emails by customers to

the Service Desk per month. Dedicated User Support can be provided to the Client for a fee of $1500 monthly (maximum of 500 emails monthly).

Live stream User Support can be provided to the Client for a fee of $200 per hour (maximum of 50 emails per hour).

Any emails in excess of these numbers will be chargeable in at the unit cost of $4 per resolution.

Additional work requested on features will be undertaken as per clause 7.4 Billable work.

5. AVAILABILITY AND DELIVERY

You will have access to a secured part of your personal page on our website, which can only be accessed by you using your personal username and password (Control Panel). The Control Panel shows an overview of your account transactions and other

information resulting from your use of the InPlayer provided .swf file (Plugin) and/or the InPlayer application programming interface (API). The Plugin and/or the API is accessed by third party proprietary software to make available online video content to your customers (Online Video Players or OVP). You will be able to use the Plugin and/or the API as a link to provide your customers with the Services.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. You acknowledge and agree that the Plugin and/or the API will at all times be

exclusively owned by InPlayer. We acknowledge that all patents, unpatented inventions, design rights, copyrights (including, without limitation, rights in computer

software), rights in databases, topography rights, trade marks, service marks, trade names, rights in goodwill or to bring an action in passing off, rights in trade secrets, confidential information or know-how and all other intellectual property rights of any

nature whatsoever, and all rights of a similar nature or having similar effect, throughout the world, whether registered or unregistered, and including all applications and rights to apply for any of the same (IPRs) in your content will at all times, as between you and us, be exclusively owned by you. You acknowledge and agree that we shall be permitted to store a copy of your video content on our server in order to improve the provision of Services. All copies will be deleted by us within 30 days of the expiry or termination of this Contract.

6.2. We grant you a non-exclusive, revocable, non-transferable licence during the term of this Contract (without right to assign or sub-license) to use the Plugin and/or the API

on the agreed URLs/publisher IDs on the terms and conditions of this Contract. You shall not use the Plugin, the API, the Services, or any product of the Services except as expressly permitted under this Contract and in accordance with our instructions from time to time. You are entitled to use our name and logo on your own website during the term of this Contract provided any goodwill accrues exclusively to us.

6.3. You shall not and shall not allow any third party to: (i) take any action which might

invalidate the title of InPlayer to the IPRs in or any product of the Services; (ii) create, or produce anything which utilises or applies any of the principles, concepts, designs, functionality or purposes of the Plugin and/or the API , or (iii) copy, adapt, reverse engineer, modify, decompile, disassemble, translate, or create derivative works based on the whole or any part of the Plugin and/or the API, all or any part of the program code, or any product of the Services.

6.4.You shall immediately cease and desist the unauthorized use of our IPRs upon first

notice from us.

7. PRICE AND PAYMENT

7.1. You agree to pay a monthly platform fee, as set forth in the agreement signed by you as InPlayer’s client ex. VAT monthly licence fee per account in respect of our Paywall Service. Each time your customer pays for your services or products using our Paywall Service, the price paid shall be added to your InPlayer account by the merchant service or other operator providing the means to allow the customer to add funds to their InPlayer account (the Supplier) and transferred to InPlayer. Once such amount is received by us from the Supplier it shall be deemed to be Net Revenue and the Revenue Share payable in accordance with the Payments Schedule below will be credited to your InPlayer account as soon as reasonably practicable. Net Revenue and Revenue Share are defined in the Payments Schedule.

7.2.Provided always that your InPlayer account holds cleared funds of not less than $250, we will pay out to you the Net Revenue in your said account each month in arrears within 30 days of the end of the month during which monies are received by InPlayer. Cleared funds shall be defined as funds available for use by InPlayer in financial transactions. In the event that $250 of cleared funds is not reached, Net Revenue shall continue to accrue in your InPlayer account until this sum is reached.

7.3.No sums shall become due and payable to you by us until such sums are received by us as Net Revenue. We reserve the right to reclaim any Net Revenue which becomes repayable to any third party and you agree that we may set off any such sums against other Net Revenue due to you pursuant to this Contract or any other agreement made between you and us.

7.4.Billable work: A quote will be provided before any billable work is undertaken and

require client approval. Billable work will be payable according to the following schedule once approved by Client: 50% deposit at the start of the billable work and 50% upon completion of the billable work by InPlayer. The daily rate (8 hours) for billable work is $480/day.

7.5.Additional charges will apply with each transaction handling increase for the Transaction Threshold increase. The transaction handling rate is increased in increments of 1000 payments per minute at a rate of $55 for each increment.

7.6.You will pay the Support Fees in respect of the Support Services, as more particularly described in the Schedule below.

7.7.Charge-backs: Return of funds to a consumer, forcibly initiated by the issuing bank of the payment method used by a consumer for his purchase. Chargeback and refund fees are transferred at the burden of the Client and the original cost from the provider offering the Form of payment. Currently the fee for charge backs is £15 or local currency equivalent and refunds are charged at £0.20 or local currency

equivalent per transaction.

7.8.Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

8. WARRANTY

8.1.We warrant to you that any Service purchased from us through our site will, on delivery, conform in all material respects with its description and be provided with reasonable care and skill.

8.2.You warrant and represent that you shall:

8.2.1.refrain from infringing any of our or our third party licensor’s IPRs;

8.2.2.refrain from violating any law, statute or regulation;

8.2.3.notify us immediately if your services and/or products being charged for using the Plugin and/or the API can in any way be construed as ‘adult’ or ‘pornographic’ in nature. This content is provisionally acceptable for use (provided it is not in contravention of any laws) with some or all of the Services but in some cases may require an addendum to this Agreement.

8.2.4.not make use of the Services to send unsolicited messages (spamming);

8.2.5.not mislead the customer in any way or/and refrain from offering illegal services or distributing unlawful material;

8.2.6.comply with all applicable telecommunications and e-Commerce laws and/or regulations and behave as a responsible and careful Internet user and in accordance with http://InPlayer.com/terms];

8.2.7.refrain from hacking our site or the server(s) on which our site or Plugin are located, or circumventing any security measures made to it, or in any other way hinder or influence the operation of our site; and

8.2.8.refrain from any act or omission which could cause detriment to InPlayer or bring InPlayer into disrepute.

8.3. Save and except for the warranties detailed in this Contract, all other warranties, express or implied by statute, are hereby excluded to the fullest extent permitted by law.

9. OUR LIABILITY

9.1. Subject to clause 9.3, if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Services and, subject to clause 9.2. any losses that you suffer as a result of our failure to comply (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) which are a foreseeable consequence of such failure.

9.2.Subject to clause 9.3, we will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories even if such losses result from our deliberate breach:

(a) loss of income or revenue;

(b) loss of business;

(c) loss of profits;

(d) loss of anticipated savings;

(e) loss of data; or

(f) waste of management or office time.

However, this clause 9.2 will not prevent claims for loss of or damage to your physical property that are foreseeable or any other claims for direct loss that are not excluded by categories (a) to (f) inclusive of this clause 9.2.

9.3.Nothing in this Contract excludes or limits our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any breach of the obligations implied by section 12 of the Sale of Goods Act

1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.

10. CONFIDENTIALITY

10.1.Each party shall hold in confidence all Confidential Information obtained from the other party and not disclose to any third party without the express permission of the other party any Confidential Information obtained from the other party. Confidential Information means information of either party which is marked or expressed as being confidential, the content of this Contract and any information which could reasonably be deemed to be confidential from its nature, content or the circumstances in which it is provided including without limitation information relating to the business, customers, products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs of either party and/or (if either party is part of a larger group of companies) information relating to any other group company.

10.2.The provisions of clause 10.1 shall not apply to any information which:

10.2.1. is or becomes public knowledge other than by breach of this clause 10;

10.2.2. is in the possession of the receiving party without restriction and relating to disclosure before the date of receipt from the disclosing party;

10.2.3. is received from a third party who lawfully acquired or developed it and who is under no obligation restricting its disclosure; or

10.2.4. must be disclosed by the receiving party in the discharge of its obligations to supply information for parliamentary, governmental or judicial purposes.

11. WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

12. NOTICES

All notices given by you to us must be given to InPlayer at support@InPlayer.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 11 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

13. TRANSFER OF RIGHTS AND OBLIGATIONS

13.1.The Contract between you and us is binding on you and us and on our respective successors and assignees.

13.2.You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

13.3.We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

14. EVENTS OUTSIDE OUR CONTROL

14.1.We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

14.2.A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation)

the following:

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other

natural disaster;

(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(e) impossibility of the use of public or private telecommunications networks;

(f) the acts, decrees, legislation, regulations or restrictions of any government; and

(g) pandemic or epidemic.

14.3.Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

15. WAIVER

15.1.If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

15.2.A waiver by us of any default will not constitute a waiver of any subsequent default.

15.3.No waiver by us of any of these terms and conditions will be effective unless it is

expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.

16. TERM AND TERMINATION

16.1.The Contract in respect of each Service shall commence on signature of this Contract by both parties and continue unless terminated as provided herein.

16.2.Without prejudice to the accrued rights and liabilities of each of us at termination, we both have the right to terminate this Contract without cause upon sixty (60) days prior notification by email or mail. It is your responsibility to prove the receipt of the termination notice by us.

16.3.This Contract may be terminated forthwith by either party giving to the other written notice in the event that the other party:

16.3.1. has committed a material breach of this Contract and has failed to remedy it

within fourteen (14) days of written notice to do so having been given by the party not in default;

16.3.2. has committed a material breach of this Contract which is incapable of

remedy; or

16.3.3. ceases or threatens to cease carrying on the whole or substantially the whole of its business, or the other party suffers or threatens to suffer any form of insolvency including where an order is made or resolution passed for a voluntary winding up of the other party, or where the other party has an administrative order made in relation to it or has a receiver or administrator appointed over any of its property, undertaking or assets or if the other party is unable to pay its debts as and when they fall due, or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in this clause

16.3.3.

16.4.After expiry or termination of this Contract, you will immediately cease the use of the Services, Plugin, the API, the name, logo and the domain name of InPlayer and we will make any payments due to you pursuant to clause 7 without delay. We may

block you from using our site, the Plugin and/or the API.

17. SEVERABILITY

If any court or competent authority decides that any of the provisions of these terms and conditions or any provisions of the Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

18. ENTIRE AGREEMENT

18.1.These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.

18.2.We each acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the

documents referred to in them.

18.3.Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.

18.4.Nothing in this clause limits or excludes any liability for fraud.

19. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

19.1.We have the right to revise and amend these terms and conditions from time to time‘ including, but not limited to the following, to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.

19.2.You will be subject to the policies and terms and conditions in force at the time that you order Services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you confirmation of registration (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Services).

20. LAW AND JURISDICTION

Contracts for the purchase of Services through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.

21. THIRD PARTY RIGHTS

A person who is not party to these terms and conditions or a Contract shall not haveany rights under or in connection with them under the Contracts (Rights of ThirdParties) Act 1999.

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