If you are registering through a paywall to get access to premium content – please look at the end-user terms.
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 16-19 Eastcastle Street, Fitzrovia, London, W1W 8DY, United Kingdom. Our VAT number is UK993758843.
The following definitions shall have the following meanings as used in these general terms and conditions:
- Agreement, the agreement between InPlayer and the Merchant according to which the Merchant makes use of the Services;
- Merchant (“you”, “your”), either a business or individual entity, making use of InPlayer’s Services;
- Customer, any individual or business entity desiring to purchase access to the Merchant’s services and/or products by making use of the Services;
- Services, paywall, monetization and protection service and the associated support services (Services) as more particularly described on our Website;
- Merchant Panel, a secured part of the Merchant’s personal page on the Website, which can only be accessed by the Merchant by using their personal username and password. The Merchant Panel shows an overview of the Merchant’s account transactions and other information resulting from their use of the InPlayer’s Services;
- General Terms, these general terms and conditions;
- IPRs all patents, unpatented inventions, design rights, copyrights (including, without limitation, rights in computer software), rights in databases, topography rights, trademarks, 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;
- Parties, InPlayer and the Merchant;
- Platform, the digital asset monetization and protection tools;
- Premium Content, a digital asset made available, protected or monetised using InPlayer’s Platform;
- Term, means the period from the date of this Agreement until the Agreement is terminated in accordance with its terms
- Website, InPlayer’ website with (at least) the domain name InPlayer.com included but not limited to all related software, design and databases PCM or pcm means per calendar month;
- Gross Revenue the total amount of revenue actually received by InPlayer;
- Confidential Information, means information of either party which is marked or expressed as being confidential, the content of this Agreement 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.
3. Provisions of Services
InPlayer shall use its best and reasonable endeavours to provide the Services on an error-free basis and without interruption.
Notwithstanding, InPlayer does not provide any guarantee that provision of the Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Services without prior notice to Merchants. By accepting these terms and conditions the Merchant acknowledges that the Services may change in form or nature at any time.
InPlayer shall have the right, exercisable at its sole discretion, to terminate provision of the Services without prior notice to Merchants.
Notwithstanding InPlayer’s right to perform any of the actions detailed in this Clause without prior notice, InPlayer shall use its best and reasonable endeavours to provide such notice whenever possible.
4. The Services
This Agreement governs the terms and conditions for the supply of our paywall, monetization and protection service and the associated support services (Services) as more particularly described on our Website.
5. Agreement Inception
5.1 The Agreement shall come into force and effect upon its execution by representatives of both Parties. The Merchant 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 Merchant’s registration. The Merchant guarantees the completeness and accuracy of any information provided.
5.2 The Merchant shall receive a personal username and password, which is strictly private and confidential. The Merchant will be fully responsible for all activities that occur under this account and for any misuse of the username or password that are/is within its control.
5.3 After registration and confirmation by InPlayer as mentioned in article 5.1 of this Agreement, the Merchant will have access to the Website and Platform and will be able to use the Website and Platform as links to provide their Customers the Services.
5.4 The Merchant warrants that it is legally authorised and has obtained all necessary regulatory approvals and certificates to conclude the Agreement and to provide any services and/or sell any products it intends to sell. The Merchant further warrants that it will comply at all times with all applicable laws, rules and regulations.
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.
6. Price and Payments
6.1 The Merchant agrees to pay a monthly platform fee, as set forth in the agreement signed by you as InPlayer’s Merchant ex. VAT monthly licence fee per account in respect of our Paywall Service. Each time your customer pays for your services or products using InPlayer’s Paywall Service, the price paid shall be added to your InPlayer account and transferred to InPlayer. Once such amount is received by us from the customer, it shall be deemed to be Net Revenue and the Revenue Share payable in accordance with the Payments Schedule described in article 6.2, will be credited to your InPlayer account as soon as reasonably practicable.
6.2 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 the revenue is 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.
6.3 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.
6.4 Billable work: A quote will be provided before any billable work is undertaken and require Merchant approval. Billable work will be payable according to the following schedule once approved by Merchant: 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.
6.5 The Merchant will pay the Customer Support Fees in respect of the Support Services, as more particularly described in the Appendix below.
6.6 Chargebacks and Payment Disputes. 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 Merchant and the original cost from the provider offering the Form of payment. Currently, the fee for chargebacks is £15 or local currency equivalent and refunds are charged at £0.20 or local currency equivalent per transaction.
6.7 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 with 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.
APPENDIX: ADDITIONAL BILLABLE SERVICES
The basic setup package includes:
a) Paywall activation to video
b) Adding Paywall pricing tariffs to video
c) Currency management
d) Language management
Paywall activation to Premium Content: Activating the Paywall application to videos specified by the Merchant and providing the Merchant with prepared embed code for their Premium Content.
Adding Paywall pricing tariffs to Premium Content: Setting pay-per-view, membership or package tariffs to Premium Content specified and defined by the Merchant. Organising videos in packages per Merchant request.
Currency management: Initial set up of new currencies and currency rules by Geography to the new and existing ones.
If the setup process includes any additional activities, that are not part of the basic setup package, the Merchant will be charged a flat fee in an amount determined with our contract.
- Any request beyond the package will be billed at a quote that will be issued to the Merchant before any work is undertaken.
- User Management: New logins (maximum of 20) can be requested by the Merchant at no extra cost. Lost passwords or usernames can also be requested from the InPlayer team by emailing firstname.lastname@example.org.
- Training: Training for all InPlayer tools and technology will be provided by video conference to the Merchant’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.
- Payment Methods: New payment methods can be implemented at a setup cost of at least $475. The cost may be higher depending on the request. A quote will be provided to the Merchant before the development work is initiated.
- Email Delivery: The White Labelling of the email delivery will be charged at a one time fee of $250. Any modification required beyond the first 30 days after launch will be charged at a rate of $50 per change.
- Customer Support: The Service Desk will accept enquires from the Merchant’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 Merchant for a fee of $1500 monthly (maximum of 500 emails monthly). Live User Support can be provided to the Merchant 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.
7. Access to services
The Merchant 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 (Merchant Panel). The Merchant Panel shows an overview of your account transactions and other information resulting from your use of the InPlayer Platform and/or the InPlayer application programming interface (API). You will be able to use the Platform and/or the API as a link to provide your customers with the Services.
8. Intellectual Property Rights
8.1 The Merchant acknowledges and agrees that all IPRs in the Website and Platform will at all times be exclusively owned by InPlayer. InPlayer acknowledges that all IPR’s in the Merchant’s content will at all times, as between the Merchant and InPlayer, be exclusively owned by the Merchant. The Merchant acknowledges and agrees that InPlayer shall be permitted to store a copy of the Merchants’ video content on its server solely in order to improve the provision of services to the Customer. All copies will be deleted by InPlayer within 7 days of the expiry or termination of this Agreement.
8.2 InPlayer hereby grants to the Merchant a non-exclusive, revocable, non-transferable licence during the Term (without the right to assign or sub-license) to use the Platform on the URL’s/publisher IDs specified in the Schedule, on the terms and conditions of this Agreement. The Merchant shall not use the Platform, the Services, or any product of the Services except as expressly permitted under this Agreement and in accordance with InPlayer’ instructions from time to time. The Merchant is entitled to use InPlayer’ name and logo on its own website during the Term of this Agreement provided any goodwill accrues exclusively to InPlayer.
8.3 The Merchant shall not and shall not allow any third party to: (i) take any action which might invalidate the title of InPlayer to the IPRs 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 Website or Platform, or (iii) copy, adapt, reverse engineer, modify, decompile, disassemble, translate, or create derivative works based on the whole or any part of the Website or Platform, all or any part of the program code, or any product of the Services.
8.4 The Merchant shall refrain from using, reproducing or altering the Website or any part of it in any other way than provided for by means of this Agreement, without InPlayer’ prior written consent. The Merchant shall immediately cease and desist the unauthorized use of InPlayer’ IPRs upon InPlayer’ first notice.
8.5 InPlayer shall suspend use of the Service immediately on notice from the Merchant.
8.6 InPlayer acknowledges that the Merchant shall be entitled to immediately suspend the Service at any time.
9.1 We warrant to the Merchant that any Service purchased from us through our Website will, on delivery, conform in all material respects with its description and be provided with reasonable care and skill.
9.2 The Merchant warrants and represent that they shall:
9.2.1 refrain from infringing any of our or our third party licensor’s IPRs;
9.2.2 refrain from violating any law, statute or regulation;
9.2.3 notify us immediately if your services and/or products being charged for using the Platform 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.
9.2.4 not make use of the Services to send unsolicited messages (spamming);
9.2.5 not mislead the customer in any way or/and refrain from offering illegal services or distributing unlawful material;
9.2.6 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 our Terms & Conditions;
9.2.7 refrain from hacking our site or the server(s) on which our site or Platform are located, or circumventing any security measures made to it, or in any other way hinder or influence the operation of our site; and
9.2.8 refrain from any act or omission which could cause detriment to InPlayer or bring InPlayer into disrepute.
9.3 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.
10. Our Liability
10.1 Subject to clause 10.3, 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 10.2. 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.
10.2 Subject to clause 10.3, 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 10.2 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 10.2.
10.3 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.
11.1 Each party shall:
11.1.1 hold in confidence all Confidential Information obtained from the other party; and
11.1.2 not disclose to any third party without the express permission of the other party any Confidential Information obtained from the other party.
11.2 The provisions of Article 11.1 shall not apply to any information which:
11.2.1 is or becomes public knowledge other than by breach of this Article 11;
11.2.2 is in the possession of the receiving party without restriction in relating to disclosure before the date of receipt from the disclosing party;
11.2.3 is received from a third party who lawfully acquired or developed it and who is under no obligation restricting its disclosure; or
11.2.4 must be disclosed by the receiving party in the discharge of its obligations to supply information for parliamentary, governmental or judicial purposes.
12. 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 to provide you with information. 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.
All notices given by you to us must be given to InPlayer at email@example.com or to your dedicated Account Manager. We may give notice to you via e-mail. Notice will be deemed received and properly served immediately or 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
14. Transfer of Rights and Obligations
14.1 The Agreement between you and us is binding on you and us and on our respective successors and assignees.
14.2 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.
14.3 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.
15. Events Outside our Control
15.1 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).
15.2 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.
15.3 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.
16.1 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.
16.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
16.3 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.
17. Term and Termination
17.1 The Agreement in respect of each Service shall commence on signature of this Agreement by both parties and continue unless terminated as provided herein.
17.2 Without prejudice to the accrued rights and liabilities of each of us at termination, we both have the right to terminate this Agreement 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.
17.3 This Agreement may be terminated forthwith by either party giving to the other written notice in the event that the other party:
17.3.1 has committed a material breach of this Agreement 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;
17.3.2 has committed a material breach of this Agreement which is incapable of remedy; or
17.3.3 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 17.3.3.
17.4 After expiry or termination of this Agreement, you will immediately cease the use of the Services, Platform, the API, the name, logo and the domain name of InPlayer and we will make any payments due to you pursuant to clause 6 without delay. We may block you from using our site, the Platform and/or the API.
Like many other software companies, we are implementing our company-wide GDPR compliance strategy leading up to May 25, 2018 and beyond. We appreciate that you as our Merchant have requirements under GDPR that are directly impacted by their use of InPlayer’s Services, and we are committed to helping our Customers fulfill their requirements under GDPR.
Read our Data Processing Agreement.
If any court or competent authority decides that any of the provisions of these terms and conditions or any provisions of the Agreement 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.
20. Entire Agreement
20.1 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 Agreement.
20.2 We each acknowledge that, in entering into an Agreement, 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.
20.3 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 Agreement.
20.4 Nothing in this clause limits or excludes any liability for fraud.
21. Our Right to Vary These Terms and Conditions
21.1 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.
21.2 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).
22. Law and Jurisdiction
Agreements 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 Agreement or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
23. Third Party Rights
A person who is not party to these terms and conditions or an Agreement shall not have any rights under or in connection with them under the Agreements (Rights of Third Parties) Act 1999.