Seller Addendum
Last Updated: August 25, 2022
This Seller Addendum is a part of the Company’s Terms of Service and sets forth the terms and conditions by which you may (a) offer content for sale using our platform or software; (b) offer content through your own branded sites and applications powered by our platform or software; and (c) accept donations using our platform or software.
1. Eligibility
To sell or offer content through the Platform, you must use and maintain an account. To enable donations, you must have an appropriate plan that provides this feature.
2. Donations
The Company may allow you to accept donations from users using a third-party payment solution. To enable this feature, you must use our payment vendor and comply with its terms of service. The Company is not responsible for payments made through this solution.
3. User Content
If you allow end users to use live chat functionality on streams or contribute content to an online forum that you moderate or on your site and/or Company Platform/Software, you must moderate that content consistent with our Terms of Service.
4. Licenses
4.1 Limited License. You hereby grant the Company the right and license to reproduce, distribute, transmit, sublicense (to end users for their personal viewing), transcode, publicly perform and exhibit, and otherwise exploit and promote the video (and all related content that you may upload, including poster and video description) in accordance with your choices. You also grant the Company the right (but not the obligation) to use and authorize others to use your name(s), likeness(es), biographical material(s), or voice(s), as contained in the content you upload, in any media for the purpose of promoting your videos or series.
4.2 License Period. The above licenses will continue so long as you offer content for sale. If you remove content, the Company (a) will cease offering it for sale to new viewers; and (b) may, in its discretion, continue to make the content available to those users who previously purchased the content or provide full or partial refunds to such persons.
5. Economics
5.1 Your Revenue. To the extent that the Company collects revenue from consumers with respect to the sales of your live stream events, or revenue sharing options, the Company will charge the applicable fees set forth below and, subject to the terms hereof, remit the remaining amounts, less taxes, chargebacks and related fees, and refunds to you (such net amounts, "Creator Revenue").
5.2 Enterprise Agreements. If you have a negotiated agreement with the Company that provides for a different fee structure, the terms of that agreement will control.
5.3 Third-Party Platform Fees. You are solely responsible for any fees charged by third-party app platforms which may include, without limitation, developer account fees and in-app purchase fees.
5.4 Payment Vendors. If payment of Creator Revenue is facilitated by our payment vendors (e.g., Stripe), you must create and maintain an account with that vendor. In doing so, you must comply with that vendor’s terms of service. To the extent that the Company collects revenue from consumers with respect to live streams on your realm, you agree to: (a) the Stripe Connected Account Agreement; (b) comply with Stripe’s Restricted Businesses policy; and (c) provide valid banking information in a country supported by Vimeo or YouTube. You must provide all requested information in a timely manner. The Company will not be responsible for non-payment if you fail to do so. You represent that all information provided by you is accurate, complete, and up-to-date. You agree to promptly update information you previously provided if it becomes inaccurate.
5.5 Consumer Refunds and Chargebacks. The Company may, but will not be required to, provide refunds to consumers where: (a) the Company reasonably believes that the consumer was unable to stream the titles in a manner consistent with the purchase terms; (b) the Company determines that a refund is appropriate based on its internal policies (which will be provided to you upon request); (c) the Company suspects fraud; (d) the title is subject to a notice of alleged intellectual property infringement; or (e) you have breached the terms of the Company’s Terms of Service. You authorize the Company to dispute any chargebacks made by consumers and you agree to assist the Company in such dispute. Successful refunds and chargebacks will reduce revenue payable to you, but will not reduce fees payable to the Company.
5.6 Reservation of Rights. The Company shall have no obligation to pay Seller Revenue with respect to any transaction (a) that is the subject of a refund or chargeback; (b) that the Company reasonably determines is fraudulent; or (c) that involves content or conduct that violates the Company’s Terms of Service. You must repay the Company any amounts you have received with respect to any of the foregoing. The Company may withhold amounts or make adjustments to Seller Revenue: (a) to satisfy any amounts owed by you to the Company; (b) to provide a reserve for anticipated or provided refunds or chargebacks; or (c) pending any investigation of breach of our Terms of Service, fraud, or other illegality.
5.7 Currency. If we permit and you request payment of Creator Revenue in a currency other than U.S. dollars, we will charge a foreign exchange fee. The Company may permit you to sell content in currencies other than U.S. dollars. Transactions in foreign-denominated currencies will be converted into U.S. dollars for each day of sales based upon the day’s final exchange rate as reasonably calculated by the Company. For clarity, a day is determined by reference to the time zone applicable to Madison. Wisconsin. All amounts will be paid out in U.S. dollars or, at the Company’s option, the currency of your country.
6. Taxes
You are solely responsible for determining and complying with your tax obligations. The Company does not provide legal, tax, or accounting advice. You should consult your tax advisors concerning the application of tax laws to your particular situation.
6.1 Income Taxes. Income taxes are solely your responsibility. The Company may withhold amounts from any amounts due to you that the Company determines in good faith must be withheld pursuant to tax law. The Company may file reports concerning income with any taxing authority, including the U.S. Internal Revenue Service. You must provide all tax and identity documentation that we request in order to make payments to you.
6.2 Sales Taxes. The Company may collect taxes (e.g., sales tax or VAT) on any transaction where it reasonably believes that tax collection is required. Where the Company believes in good faith that VAT collection is required, the Company may collect VAT on a "VAT-inclusive" basis, meaning that it will charge the retail price of the item and deduct applicable VAT from the amounts received from the purchaser.
7. Compliance
YYou must comply with the Company’s Terms of Service at all times. The Company may suspend, limit, or disable your participation in the Platform or Software at any time, with or without notice, for any violation of our Terms of Service.
8. Privacy
The following terms apply only to the use of the Platform or Software:
8.1 Compliance with Laws. You must comply with all applicable privacy laws, including, potentially: GDPR, CCPA, the Children’s Online Privacy Protection Act (COPPA), the CAN-SPAM Act of 2003, and the Video Privacy Protection Act.
8.2 Privacy Policy. You must create, publish, and maintain a privacy policy on your Company Platform or Software site and apps. Your privacy policy must comply with all applicable laws and accurately describe your use of consumer personal data. The Company will not review any such policy for compliance. If your site and/or apps link to a Company-issued privacy policy, the Company makes no representations or warranties that this policy will satisfy your legal obligations.
8.3 Children’s Privacy. If your content is directed to children under the age of 13, you must comply with COPPA. As between you and the Company, you are solely responsible for ensuring that your realm and/or apps comply with COPPA.
8.4 Data Processing Agreement.The Company’s collection and use of personal data is governed by our Privacy Policy.
8.5 Consumer Terms of Service. You agree that each consumer’s use of your realm and/or apps will be subject to the Company’s standard Terms and Conditions.