Content Creator Terms and Conditions
These General Content Creator Terms and Conditions of Service (hereinafter T&C) regulate the modalities and terms of delivery of the services offered by The Channel Store to Content Creators.
In the cases set forth by these T&C, the services offered by The Channel Store are governed by Specific Terms of Service (hereinafter STC) and/or Service Agreements (hereinafter SA). In such cases, the T&C constitute, together with the STC and/or SA and any annexes, the entire Agreement between the parties. In the event of any inconsistency between the provisions of the T&C and those of the STC and/or SA, the latter shall prevail over the former. The T&C must be accepted by the Content Creator at the time of registration on the Site, or at the time of subscription to the STC.
The Channel Store reserves the right to modify or integrate at any time, in whole or in part, these T&C, through publication on its SIte. The Site is directed at entrepreneurs. By agreeing to these T&C, Content Creator confirms: (i) to be at least 18 years old when registering on the site, and (ii) to be an entrepreneur or to act in the name of and on behalf of an entrepreneur and that such entity has duly authorized it to conclude an Agreement with The Channel Store.
1. Definitions
For the purposes of these T&C, STC and SA in addition to any additional definitions contained in any other section of the T&C, STC, and SA, the following terms have the meaning specified below. If they are indicated in the singular form, they are also valid for the plural form and vice versa.
Advertiser: Indicates all natural or legal persons who market and advertise their goods and/or services and/or products through the Platform, and/or all natural or legal persons performing brokerage activities in online advertising (e.g. Media Agencies, SSP, DSP, and Ad Networks).
Advertising Messages: Indicates the advertising content provided by the Advertiser and supplied in the form of interactive and non-interactive display and video, standalone or inside the Video Content.
Agency: Indicates an entity that executes and distributes advertisements to media companies (such as websites and applications) on behalf of an
Advertiser;
Bandwidth Limits: All services have associated monthly bandwidth limits for streaming video content. Monthly limits are calculated based on calendar months and are based on the date of account activation. Once an account reaches its monthly bandwidth limit Content Creator will be notified and given the option of (a) upgrading to a plan with a higher bandwidth limit, or (b) paying for extra bandwidth at the then current overage rate for each account
(unless otherwise previously mutually agreed upon).
Anyone who wishes to obtain additional bandwidth for streaming may request a custom account by contacting The Channel Store sales.
CMP (Consent Management Platform): Is a software component to be implemented on a website to manage the control of user consent in relation to the collection and processing of personal data.
CPM: Specifies how the payment will be made to the Content Creator and/or to The Channel Store by default unless otherwise agreed between the parties. The calculation of the CPM can derive from paying events other than Impressions (for example, full views of an Advertising Message).
Confidential Information: Indicates all company information, technical and commercial experiences, business and marketing strategies, financial data, intellectual property rights, all analyses, studies, materials that contain or are based on confidential information, any other information that is or will be subject to a non-disclosure agreement between the Parties, any other information which is not publicly disclosed and information that is expressly considered and/or classified as confidential and/or classified, as well as information that by its nature, content or circumstance in which it is revealed, is reasonable to consider confidential and/or classified, which is communicated in any form or modality by the
Disclosing Party to the Receiving Party, or which is by the latter otherwise known, as a consequence or result of these T&C.
Creator: Indicates the natural or legal person who has the ownership and/or the availability of one or more Video Content.
Demand-Side Platforms: Indicates any software platform that automates media buying for Agencies and Advertisers.
IAB (Interactive Advertising Bureau): Indicates a non-profit organization that develops industry standards and frameworks, conducts research and provides legal support for the Digital Advertising sector.
Impressions: Indicates the number of times that the Advertising Message is received by the User, according to the calculation made exclusively by the Platform.
Intellectual Property Rights: Indicate the copyright, the trade secrets and Confidential Information, the know-how, the patents, registered and unregistered trademarks, the design rights, the domain names, the distinctive signs, any other right of intellectual property or other equivalent or similar right, including the applications for registration, renewal or extension of the aforementioned rights, wherever they are protected in any part of the world and in accordance with any legislation.
Managed Service: The Channel Store manages and optimizes its content playlists and video ad streaming within the spaces provided by Content Creators for respective placements. The Channel Store uses data driven algorithms (i.e. semantic targeting via analysing Content Creator´s website-content) to provide an optimal balance between user experience and monetization. Content Creators can opt-out of the managed option at any time to manage playlists manually. Opt-out has to take place in written form (e-mail shall be sufficient).
MS Properties: The Content Creator websites domains and
applications that are part of the STC and/or SA
Net Revenue: means advertising revenues generated via respective ad inventory (= Gross Revenue) after: taxes, rebates, (bundling-) discounts, allowances, marketing fees, Content Creator share, potential arising bad debt losses, Optimization, SSP fees (for programmatic media deals), agency fees as well as technical costs for delivery and storage of the Content and Advertising Messages, fees paid or payable for the exploitation of music or actors incorporated in videos.
Optimization: Revenue Share does not apply to Ad Impressions (max 4% of total impressions) designated to self-promotion, pure machine learning, or
A/B-Testing (in order to maximize the overall yield).
Content Creator: Indicates any natural and/or legal person who uses at least one of the Services offered by The Channel Store.
Prohibited Content: Indicates any content that is and/or results in promoting and/or distributing messages, that are for example, but not limited to, (i) defamatory, offensive, pornographic, child abuse material, violent, related to gambling (or otherwise prohibited to children under the age of 18 or suitable for adults only); (ii) harmful of the rights and liberties of others; (iii) harmful of intellectual property rights; (iv) of a discriminatory and offensive nature; (v) in any case prohibited by the applicable laws.
Content Creator: Indicates the natural or legal person who has the ownership and/or availability of one or more pieces of Digital Media.
Registration Credentials: Indicates the email address and password chosen by the Content Creators at the time of registration, or the other credentials communicated by the The Channel Store staff to the Content Creators.
Revenue Share: Means the percent of the net revenue paid by The Channel Store to Content Creator.
Services: Indicate all Services offered by The Channel Store.
The Channel Store: indicates The Channel Store or any other entity that is directly or indirectly controlled by, or is under common control with The Channel Store
(registered in Spain, Vic, C/ dels Vilabella, 5-7, TaxID: B-66586579, namely TVUp Streaming Media S.L..,
All jointly called in this document “The Channel Store”
The Channel Store Network: Indicates all Digital Media owned and/or available to all Content Creators who have an agreement with The Channel Store.
Site: Indicates the site https://The Channel Store.tv
Territorial limitations: Indicates the territorial restrictions related to the distribution and to the publication of the Video Content and/or the Advertising Messages and/or the Video Campaigns, which are provided and specified in STC.
Third Party Content Creator: Indicates all the Content Creators that are not Content Creators of The Channel Store.
Video Content: Indicates the result of the creative work of the Creator expressed in the form of video, uploaded on the Platform with the Creator Service, which is not about and/or its principal purpose is not the advertising of goods and/or services and/or products.
2. Acceptance of the contract, duration and renewal
2.1. The contract is deemed accepted by Content Creator at the time of acceptance of these T&C when registering the account on the Site.
2.3. The Channel Store reserves the right to amend and/or update these T&Cs with effect from the date of publication on The Channel Store website. Any substantial changes and updates shall be notified to the Content Creator by email. If Content Creator does not object to a change within thirty (30) days after the notification by informing The Channel Store in writing via email, the changes are deemed accepted and become effective and binding on the Content Creator.
3. Obligations and quality standards
3.1. Any party subject to the T&C, STC and/or SA may only utilize Video Content and Advertising Messages that are not related to the following content, actions, products or services:
-
incentive-driven and / or fraudulent increase of traffic and/or user numbers of a website (Ad Fraud);
-
sale and/or consumption of illegal drugs (including drug supplies), prescription drugs, tobacco products, except in Countries in which such conduct is considered lawful by the legislation in force;
-
counterfeit or counterfeit products (in particular products which are described as "knock-off", "replica", "faux" or similar of a branded product and/or imitate the brand features in order to be confusingly similar to the branded product);
-
software piracy and other copyright infringement (including websites that illegally enable the streaming and/or downloading of protected content, such as torrent, P2P or file sharing websites);
-
gambling and/or casinos (online or offline), except in Countries in which such conduct is considered lawful by the legislation in force;
-
false, deceptive, fraudulent or misleading content;
-
promotional advertising of products or services that may cause damage or injury;
-
sale of weapons or ammunition (e.g. firearms, weapon accessories, combat knives, stun guns, gas or alarm pistols);
-
sale and/or distribution of term papers and other student or school work, ghostwriters for such production;
-
adult services, in particular sexual, pornographic or obscene products, services or content (in writing, images or sound);
-
"Hate Speech" and any other content (in writing, images or sound) that is offensive to individuals, groups and/or organizations, blasphemous, threatening, harmful, harassing and/or discriminatory (especially with regard to age, race, ethnic, etc.) towards affiliation, belief, nationality, religion, gender, marital status, sexual orientation or physical or mental disability);
-
Violent or harassing content (including bullying);
-
Illegally copying or ripping YouTube videos, CDs /
DVDs / Blu Rays, etc.;
-
promotion of unlawful behavior;
-
(Internet) fraud, illegal activities and/or competitions, pyramid schemes, chain letters;
-
defamatory or vulgar content;
-
spam or other types of unwanted mass advertising;
-
hacking or cracking;
-
any other content that is illegal, promotes illegal activities and/or violates the rights of others.
3.2. The Channel Store will not remunerate Content Creator for delivered traffic that is in any way fraudulent or for any impressions generated violating the above defined quality standards.
4. Limitations of liability
4.1. The Channel Store is not liable for any direct, indirect, incidental, special, consequential, or exemplary damages, goodwill or other intangible losses, including but not limited to damages for loss of profits to Content Creators or third parties, use, data or other intangible losses.
4.2. The Channel Store does not guarantee:
-
the accuracy, truthfulness, and completeness of the Advertising Messages by Advertisers. The Advertiser will be the only one responsible for the contents of the Advertising Message.
-
the results obtained through the use of the Services, in particular regarding the level of Impressions or clicks or views that will be generated by the Advertising Messages; the level of monetization of the Video Content; and the quality of matching Video Content and/or Advertising Messages to Digital Media content using The Channel Store’ Semantic
Technology;
-
to screen or monitor any content;
4.4. The exclusion of liability provided herein will not be valid in the event of malicious intent or gross negligence by The Channel Store.
5. Liability of The Channel Store
5.1. The Channel Store shall only be liable in case of a violation of significant contractual obligations or the violation of a guarantee that is not one of those provided under clause 11. Significant contractual obligations are obligations that enable the proper fulfillment of the contract and those upon the fulfillment of which the Content Creator can rely. The liability to pay damages in case of infringement of significant contractual obligations shall be limited as follows: (i) The Channel Store’ liability shall be limited to foreseeable damage in each case; (ii) The Channel Store’ total liability shall be limited to the amount which was actually paid out to it during the 12 months preceding the damage event.
5.2. To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which Content Creator first used the Platform, and no warranties shall apply after such period.
6. Declarations and Warranties
6.1. For any content that Content Creator uploads, Content Creator represents and warrants that he has the right to submit the content to The Channel Store. The Channel Store will not need to obtain licenses from any third party or pay royalties to any third party. The content complies with STC and/or SA, this document and all applicable laws.
6.2. Content Creator hereby declares and guarantees:
-
to assume all responsibility for Digital Media and/or Video Content transmitted;
-
that the Digital Media and/or Video Content will not have as the subject nor contain links to Prohibited Content, or otherwise messages that promote such Prohibited Content;
-
to be the exclusive owner, and/or to have valid consent or authorization from the owner, of the rights (including Intellectual Property Rights) of the Digital Media, Video Content and Advertising
Messages;
-
to use the Services within the limits allowed by these T&C, STC and/or SA, where applicable, in respect to the rights of others (including Intellectual Property Rights) and to the
applicable law;
-
not to upload, publish or transmit any video, image, text, audio recording or other content that:
⎻ are hateful, defamatory or discriminatory, or incites hatred against any individual or group;
⎻ infringe any third party´s copyrights or other rights (e.g. trademark, privacy rights, etc.);
⎻ contain sexually explicit content or pornography (provided, however, that
non-sexual nudity is permitted);
⎻ exploit minors;
⎻ depict unlawful acts or extreme violence;
⎻ depict cruelty to animals or violence against animals;
⎻ promote fraudulent or dubious commercial schemes;
⎻ carry viruses or other computer threats; ⎻ violate any other law.
7. Indemnification
7.1. Content Creator will indemnify, defend, and hold harmless The Channel Store and its affiliates, directors, officers, employees, and agents, from any damages to
a third party and a third party right, including any intellectual property or privacy right, and against all third party actions that:
-
arise from Content Creators activities;
-
assert a violation by Content Creator of any term of these T&Cs;
-
In the event that the rights transferred under the present Agreement are impaired by third parties, Content Creator agrees to take every appropriate measure to enforce its rights against such third parties and to notify The Channel Store thereof as soon as such impairments are brought to Content Creator’s attention, The Channel Store shall also be entitled to take appropriate action itself to oppose such impairments. Content Creator shall be obliged to fully and unrestrictedly support The Channel Store in the defense of The Channel Store’ rights.
This includes any legal fees or expenses of any other kind, and against any penalties that The Channel Store was obliged to pay to third parties or to the competent Authorities and caused by the non-compliance, even partial, of the declarations in article 13 above, and to any other damages and expenses resulting from any other assumptions of responsibility related to Digital Media and/or Video Content transmitted through the Platform.
8. Confidentiality
8.1. The parties shall keep all Confidential Information secret and confidential during the Term of the Agreement and thereafter. Confidential Information shall mean all terms and conditions of this document and information related to the disclosing party which emerges during and prior to the cooperation in accordance with this document, and which is not in or does not enter the public domain and/or was not already in the receiving party’s knowledge. Third parties to whom such
Confidential Information may be disclosed are:
-
employees and/or Companies belonging to The Channel Store or which are affiliated to The Channel Store Group;
-
companies in which The Channel Store has a direct or indirect interest and any of their employees;
-
certified public accountants, lawyers and/or other professional advisors;
-
prospective buyers or investors, provided that:
⎻ these persons or entities have been obliged by the disclosing party to keep all information secret and confidential and
⎻ the party that discloses information under this paragraph remains responsible for the acts and omissions of any such person or entity as though they were the acts and omissions of the disclosing party itself.
-
Confidential Information can be disclosed without limitation:
⎻ to the extent necessary to comply with applicable laws, the rules of any stock exchange on which the shares of that party or its parent company may be listed, or a valid order of a court of competent jurisdiction or an arbitration tribunal or another competent
authority;
⎻ in order to exercise or to enforce any of its rights pursuant to this document and/or if it is information relevant to Content Creator’s accounting obligations to its licensors. Disclosure of the entire Agreement or any press release in relation thereto shall be subject to the prior written approval of The Channel Store (e-mail shall suffice).
8.2. Any confidentiality agreement separately concluded between the parties shall continue to apply. The confidentiality obligation contained in this section shall survive the termination of the STC and/or SA.
8.3. The parties acknowledge that, as a result or for the effect of these T&C, each Party (Receiving Party) may receive from the other Party (Disclosing Party), or otherwise learn, in any form, Confidential Information.
8.4. In such cases, the Receiving Party will be obliged to (a) ensure the confidentiality of Confidential Information, (b) not publish, reveal and disclose Confidential Information to third parties, without the prior written consent of the Disclosing Party, (c) use the Confidential Information solely to fulfill the duties provided by these T&C.
8.5. Content Creator also agrees to keep confidential and to not disclose to third parties (a) the identity of the Advertisers, (b) the performance and payments related to the Video Campaigns published on the Property and (c) his Account
8.6. Confidential Information is not subject to the obligations provided for by this article if: (a) already in the Receiving Party's possession at the time the same information from the Disclosing Party was received, without any restriction for its use or disclosure, (b) if it is or becomes public domain as long as not resulting from a violation of the obligations provided in this article, (c) received by the Receiving Party from a third party other than the Disclosing Party, which is not bound by obligations of confidentiality and non-disclosure, (d) produced by the Receiving Party without any use of the Confidential Information of the Disclosing Party, (e) whose disclosure is imposed by the observance of provisions of law or regulations, or for the realization of a measure taken by public authority.
8.7. Each Party agrees to take all appropriate measures and precautions suitable to ensure the confidentiality of the Confidential Information, and to ensure that its employees, agents, representatives, and collaborators will follow the obligations provided for in this article.
9. Privacy
9.1. The Parties agree to operate in accordance and to adhere to all applicable data protection laws and regulations, including the EU Regulation n.679/2016 (GDPR), where applicable. The Channel Store will make the Privacy and Cookie Policies available to the Content Creator, in the appropriate section of the Site, which constitute an integral and substantial part of these T&C. Content Creator declares that he has read and accepted the above-mentioned policies.
9.2. If, and to the extent that The Channel Store is obliged to collect, process or use personal data on behalf of Content Creator for the purposes of the performance of this Agreement, or has access to personal data of Content Creator -for example, via remote access to systems of Content Creator-, the parties will enter into an agreement governing the collection, processing and use of personal data pursuant to any applicable data protection laws and regulations. Content Creator accepts the The Channel Store data protection policy.
9.3. Content Creator agrees to insert its Privacy Policy and cookie policies in the Digital Media, in compliance with the legislation and directives in force regarding the processing of personal data, also he agrees to implement a CMP (Consent Management Platform) on the Digital Media, according to the guidelines published by IAB Europe (Transparency and
Consent Framework, TCF)
10. Intellectual property rights
10.1. Content Creator approves the use by The Channel Store of his name, brand and logo in presentations, marketing materials, press releases, customer lists, financial reports, lists of customer websites, search results pages.
10.2. Each Party agrees to act, for the duration of these T&C, STC and/or SA, in accordance with the applicable law related to copyright, and in particular, to not transmit, disclose, distribute, facilitate the distribution and circulation of copyrighted works, and to not promote the distribution of the same works, if not in possession of regular authorization. Each Party agrees to take all appropriate measures and precautions to ensure the safeguarding of trademarks and distinctive brand elements, agreeing to communicate to the other party any facts or information that she has learned that could be tied to or considered at risk of possible trademark and/or brand infringement.
11. Information requirements
The Content Creator declares and acknowledges that The Channel Store has complied with the information requirements of the CE Directive n.31/2000. In particular, The Channel Store makes available to the Content Creator the information required by the Directive above, on the Site and in the T&C. The Channel Store also makes available to the Content Creator the present T&C on the Site, so that it is allowed to reproduce and save them.
12. Compliance
Neither Content Creator nor its employees and/or agents may commit any acts that could result in it or them being liable to prosecution for fraud or breach of a fiduciary duty, criminal insolvency, unfair competition offenses, bribery, corruption or similar offenses.
13. Auditing
Content Creator is entitled to review the figures reported by The Channel Store (itself or by an independent auditor). The Channel Store will bear the costs of an audit if revenue-share relevant data within the scope of the respective contract deviates by more than 10% from the reported figures.
14. Bankruptcy
14.1. Content Creator represents and warrants that with regard to the rights granted under this document there are no extraordinary termination, withdrawal and/or other contractual rights which may cause said rights to expire or to be transferred to third parties in the event of a bankruptcy petition being filed or composition proceedings instituted with regard to Content Creator’s estate or if Content Creator becomes insolvent or is in default of its payments or other resolutory conditions for the own acquisitions of title come into effect.
14.2. In the event of a bankruptcy petition being filed, or bankruptcy proceedings being instituted, or a petition for instituting legal composition proceedings being filed, or composition proceedings being instituted with regard to Content Creator’s estate, the rights transferred to The Channel Store shall not be affected in any way, according to applicable law.
15. Governing Law and Jurisdiction
15.1. These T&Cs are interpreted and constructed in accordance with the laws of the city of Barcelona, Kingdom of Spain.
15.2. The exclusive place of jurisdiction for all legal disputes arising from or in connection with these T&Cs is city of Barcelona, Kingdom of Spain. Notwithstanding the foregoing, The Channel Store reserves the right to take legal action at other legally competent courts.
15.3. Arbitration proceedings have not been agreed.
16. Take-Down Policy
16.1 If The Channel Store becomes aware of a Brand Safety violation during weekdays, The Channel Store will take down the misplaced ad within 12h local time; if the written notification is received during weekends or holidays, The Channel Store will take down the misplaced ad by 24 pm local time on the following business day. The Channel Store will fully investigate the cause of the violation and take any necessary actions to prevent a recurrence.
16.2 Self-serve Content Creators are able to pause the delivery of the ads by logging onto the The Channel Store
Content Creator Suite platform.
17. Miscellaneous
17.1. These T&C, the STC and any Service Agreements (SA), the introduction and any Annexes attached to the STC or to the SA, constitute the entire Agreement between the Parties and supersede any prior agreements, whether written or oral, express or implied, unless otherwise desired. No modification or integration of these T&C and/or STC or any SA agreed between the parties will be effective and binding between them if not resulting
from a written and signed agreement by the representatives of The Channel Store and the Content Creators duly authorized for this.
17.2. The Content Creator may assign or transfer its rights or obligations resulting from the T&C only with the prior written permission of The Channel Store.
17.3. No Party shall be limited in exercising the rights deriving from the T&C, unless it has signed an express waiver for this.
17.4. If any provision of these T&C becomes illegal, invalid or otherwise unenforceable according to the law of any jurisdiction, this shall not affect the legality, validity or enforceability of any other provision of these T&C.
17.5. In no event shall these T&C provide for the creation of Content Creatorships or fiduciary or agency relationships between the Parties. Nothing in these T&C may constitute or confer any right or other benefit in favor of third parties.
17.6. Content Creator shall inform The Channel Store of any changes in Content Creator’s corporate form, business address or similar without undue delay. If Content Creator should fail to provide such information without undue delay, it shall be liable for any negative consequences and costs.
17.7. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under these T&Cs then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed,, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.
17.8. If Partner is a Consumer, if located in Italy the following clauses apply:
⎻ Governing law and Jurisdiction:
The provisions of point 23 above shall not prejudice the applicable law and the different Consumer
Jurisdiction provided by the Consumer Code (D. lgs. 206/2005), if applicable.
⎻ Clauses of specific approval:
Pursuant to art. 1341 and 1342 of Italian Civil Code, Partner declares that he has specifically read, understood and approved the following articles of the T&C: Art. 2.3 (Tacit renewal of the contract); Art. 3 (Registration); Art. 4.3 (Content Creator service); Art. 6.1 b) and c) (Software as a Service (SaaS); Art. 7.4, 7.5 and 7.6 (Platform, Site and Unit); Art. 8.9 and 8.10 (Payments); Art. 9.4 and 9.5 (Faculty to suspend execution); Art. 11 (Limitations and exclusion of liability); Art. 13 (Declarations and Warranties); Art. 16 (Privacy); Art. 23 (Governing Law and Jurisdiction).
17.9. If Content Creator is located in Germany
Product Placement: Content Creator acknowledges that media service providers (hereunder called Content Creators) are obliged to inform viewers about Product Placements included in Programs if the Program was produced on or after 19 December 2009, due to the German Broadcast Services State Treaty (Rundfunkstaatsvertrag, RStV). Product Placement means any form of audio-visual commercial communication, consisting of the visible inclusion of, or reference to, a product, service, or the trademark thereof, so that it is featured within a Program, in return for payment or for other similar consideration for trade promotion purposes. The free-of-charge provision of goods or services, such as Program props, is considered Product Placement if the goods or services involved are of significant value. Currently, the relevant limit for the determination of one provider’s goods/services is 1% of the Program’s costs, where the minimum value of such goods and/or services is EUR 1,000.00 (one thousand
Euros).
For Programs produced on or after 19 December 2009, Content Creator shall thus notify The Channel Store about actually included Product Placements by providing complete and accurate metadata during the upload of the Program to the Platform which are also transferable to third parties. Content Creator shall provide The Channel Store with a comprehensive list of all actually implemented Product Placements on request whereas the respective value, even if the value is below the significant value is specified. Absence of such a notification shall constitute a statement that the respective Program does not contain any Product Placements.