Cleeng Publisher Agreement

IMPORTANT – PLEASE READ CAREFULLY

1. Parties

Cleeng: The service and brand “Cleeng” exploited by Cleeng B.V. situated at Reimersbeek 14, 1082 AG, Amsterdam , Netherlands (Kvk: 34392902).

And,

Publisher: The party using the Cleeng Service and application to protect, share and monetize content.

Agree the following:

 

2. Definitions

2.1.         Cleeng Service: Online service and application to protect, share and/or monetize videos, live events, documents downloads and/or any form of digital content.

2.2.         Cleeng Dashboard: Online environment for the Publisher to access personal information, invoice information, information regarding protected content of the Publisher.

2.3.         Protected content: Content which the Publisher has restricted the access using the Cleeng solution.

2.4.         Cleeng Layer:  (i)Sheet which covers Protected Content, containing a short description, along with legal notices and conditions of acquisition (ii)Clickable button which direct the user to the Protected Content, (iii) any other content protection mechanism involving the Cleeng Service.

2.5.         MyAccount: A personal online environment in which a Publisher / User can access purchased content, sales history, credit information and personal information

2.6.         Credits: A virtual medium of exchange that a User can use to access Protected content with use of the Cleeng service.

2.7.         Credit balance: Number of purchased and/or earned (and not used) credits

2.8.         Publisher: Party protecting, sharing and/or monetizing content using the Cleeng Layer and application.

2.9.         Publisher website: Website on which the Protected content is hosted.

2.10.      User: Person or legal entity with a registered Cleeng MyAccount.

2.11        Refunds: Users have the opportunity to request refunds within their Cleeng Library if the content bought is not as described, or if the service/content wasn’t delivered.

2.12       Charge-backs: These typically refer to the return of funds to a consumer, forcibly initiated by the issuing bank of the payment method used by a consumer for his purchase.

 

3. Applicability

3.1.         This Publisher Agreement is applicable on all agreements and services provided by the Cleeng to Publishers including services not specifically mentioned in this Publisher Agreement.

3.2.         This Publisher Agreement will also govern any of the Parties’ legal successors and assigns.

3.3.        It is recommended to read this Publisher Agreement (and also The Cleeng user license agreement and Cleeng privacy policy) carefully. Before using the Cleeng Service the Publisher has to agree to this agreement. The Publisher declares to have read this Publisher Agreement and agrees to its content and applicability by incorporating the Cleeng application in the Publisher Website and/or by installing the Cleeng plugin. We strongly recommend you to print and save this document. This Publisher agreement can be found on www.cleeng.com/p/legal.

3.4.         In case of contradictory terms between the User Agreement and Publisher Agreement the terms of this Publisher Agreement prevail.

 

4. Amendments in Publisher Agreement and Cleeng Service

4.1.         Cleeng is entitled to amend this Publisher Agreement, The Cleeng user license agreement, the Cleeng privacy policy and the Cleeng Service. Amendments can be made to confirm to applicable law although this is not a requirement for amendments. The amendments are applicable when published. The most recent version of this Publisher Agreement can be found onwww.cleeng.com/legal. If a Publisher does not agree with any of the made amendments in the Publisher Agreement and/or the Cleeng Service Publisher must cease using the Cleeng Service. By using the Cleeng Service after publication of the new Publisher Agreement Publisher declares to have read the new Publisher Agreement and agrees to its applicability.

 

5. Cleeng Service

5.1.         Cleeng is dedicated to maintain the best level of service to Publishers and Users, however Cleeng does not guarantee, unless when obliged to by applicable law, that the Cleeng Service is at all times, safe, available, (fully) functional and/or that usage of the Cleeng Service will meet the specific demands of the Publisher.

5.2.         Cleeng is allowed to deny access to or use of the Cleeng Service to the Publisher, to block access for a specific period, to limit access and/or to terminate this Publisher Agreement if: 1) Publisher, according to Cleeng, is in violation of the terms of this Publisher Agreement. 2) Publisher is in violation of applicable law or regulation. 3) according to Cleeng, this is needed for technical and/or security issues for instance to prevent unauthorized access to the Cleeng Service, Protected content or the loss of data.

5.3.         Cleeng reserves the right to change the technical and/or commercial nature of the Cleeng service. Cleeng will provide Publisher with a 1 week minimum notice except if, according to Cleeng, immediate changes in the Cleeng Service are required.

 

6. Intellectual Property Rights Publisher

6.1.         Cleeng takes intellectual property rights & copyrights very serious, and does its best efforts to comply with local regulations, especially with regards to ensure digital rights management.

6.2.         Under no circumstance does Cleeng acquire rights to spread, show, host, make public or in any other way (re-)distribute content from or for the Publisher.

6.3.         Publisher recognizes that Cleeng in no way spreads, shows, hosts, make public or in any other way (re-)distributes any Protected content of the Publisher

6.4.         Publisher guarantees that he is the owner of  intellectual property rights regarding content protected by the Cleeng Layer or that he is entitled to spread, show, host, make public or otherwise (re-)distribute the protected content. Publisher indemnifies Cleeng for any claim of a third party based on the statement that the protected content violates any right of a third party.

6.5.         Publisher recognizes that quotation of content and other legal exceptions of copyright by Users are allowed under the conditions provided by applicable law.

6.6.         Users are obliged to consult applicable terms and conditions on the Publisher Website regarding intellectual property before accessing Protected Content. In the event of contradictory terms the terms and conditions of the Publisher Website (regarding intellectual property of the Publisher) apply in relation to Users.

6.7.         Publisher hereby consents Cleeng to use its brand name(s), website URL, and trademarks if, and in so far as, needed for use of the Cleeng Service.

 

7. Intellectual Property Rights Cleeng

7.1.         Cleeng hereby grants to Publisher, solely for the term of this Agreement, a limited, non-exclusive, non-transferable, revocable (only upon termination of this Agreement), and non-sublicensable right and license to use the Cleeng Service and brand name, website URL, and trademarks if and in so far as needed for use of the Cleeng Service. Publisher is not entitled to copy, multiply, alter, make derivative works, or otherwise change works protected by IP-Rights of Cleeng B.V. Nor is Publisher entitled to sell or to make public any work(s) protected by IP-Rights of Cleeng B.V.

7.2.         All intellectual property rights of Cleeng and the Cleeng Service (including but not limited to: design materials, source codes, screen lay-out, tools, api’s, user databases, brand names and patents), are property of Cleeng B.V.

7.3.         Publisher is not allowed to remove or alter any mark of intellectual property of Cleeng B.V. without written consent .

7.4.         In no way does this Publisher agreement transfer any right of intellectual property from Cleeng B.V.  to the Publisher or vice versa.

7.5.         Cleeng hereby consents Publisher to use its brand name, website URL, and trademarks if and in so far as needed for use of the Cleeng Service.

 

8. Remuneration, billing and payment

8.1.         Cleeng will collect the accumulated credits for the Publisher from the User(s). Depending on the Publisher initial settings, credits will be either accumulated in Euros, U.S. Dollars or British Pounds.

8.2.        Cleeng service fee will take place according to the following calculation:

  • For Live pay-per-view sales, using the Cleeng Live! The Cleeng service is 2.5%+€/$0.99 per transaction.
  • For Video-on-demand and other content: there are no fees charged. In some cases, and discretionary to the publisher, a Cleeng license may apply.

8.3. Payment processing fees: For paid transaction, credit cards companies and other payment processing entities (for example PayPal or SMS providers) take a fee per transaction. Such fees are immediately deducted by Cleeng on every paid transaction at a standard rate of €/$ 0.29 + 2.9% per transaction.

Note, for free events, there are no payment processing fees.

8.4.         If commissions received on the publisher account are in other currencies than the Publisher account default currency, commissions will be calculated on a daily basis, using exchange rates from the European Central Bank, plus 2.5% exchange rate markup to cover fees paid to financial providers.

8.5.         Note, the following elements will be automatically deducted from the Publisher’s remuneration:

  • Full Item cancellations, due to user refund or accepted claims in accordance with the User Agreement. A €/$1 management fee will be charged to the publisher, except if Refunds are due to Cleeng direct responsibility.
  • Prorated refund of subscription cancellation for the remaining period, (pro-rated to the day).
  • Possible referral credits earned by Users, as specified by the publisher during setup.
  • Use of Cleeng for user authentication, content access control, and/or customer support, while use of an alternate payment provider for collecting funds on a paid offer. A €/$0.15 access & support management fee per monthly active User will be charged to the Publisher.
  • Any financial charge-back paid to the User or Payment providers, as a consequence of a User Claim. A €/$8 management fee will be charged to the Publisher, except if Chargeback are due to Cleeng direct responsibility.

8.6.         Cleeng will sent a monthly electronic invoice to Publisher containing the credits Cleeng accumulated for the Publisher, if the data in this invoice is correct Publisher should approve the invoice via the Cleeng Dashboard. All details regarding accumulated credits will be available via the Cleeng Dashboard. If applicable, the invoice also contains applicable VAT.

8.7.         Provided that Publisher has approved the electronic invoice before the 15th of each month Cleeng will make payment within 10 days. Payment of invoices approved after the 15th will be suspended until the next payment is due. For the avoidance of doubt, Cleeng shall not be liable for any accrued interest on accumulated credits.

8.8.         Cleeng will make payment electronically by PayPal or bank transfer, in Euros, British Pound, or U.S. Dollars, depending on the currency selected by the publishers during the account opening. Any associated bank charge for these Payments may be passed through and deducted from the Publisher accumulated credits.

8.9.         Cleeng will not make payment if the sum of the Publishers share of the accumulated credits is less than hundred (100) Euro’s / U.S Dollar equivalent. In this case payment will be postponed until the total of accumulated credits exceeds one hundred (100). For the avoidance of doubt, Cleeng shall not be liable for any accrued interest on accumulated credits. Banks chargeback for incorrect account settings may be deducted from the account credits transferred.

8.10.       To cover for claims & abuse and on-going transactions, Cleeng shall keep a deposit equivalent of not more than 5% of the average monthly accumulated credits, and not less €/$ 5. Would the amount of claims received in a give month exceed the deposit amount, the Publisher agrees to pay within 30 days the difference due.

8.11.       In case a Publisher would like to request an immediate transfer of his credits, or close his existing Cleeng account and withdraw the resting credits, then Cleeng will proceed with the payout, accumulated credits and transactions, minus €/$ 15 due to administrative fee of such payout.

8.12.         Cleeng will not remunerate credits earned by Publisher over content that is under investigation because of an abuse report as set forth in article 9 or over content that is not in accordance with the conditions mentioned in this Publishers Agreement.

8.13.      If a Publisher disputes any accumulated credits, transfers, claim & abuse or report, he must notify Cleeng in writing to theteam @cleeng.com  within 30 (thirty) days of the disputed event occurring otherwise he will be deemed to have waived any claim(s) relating to the disputed event. Only the records and calculation maintained or approved by Cleeng will be used to determine the outcome of disputes. Any other measurements or statistics of any kind will not be taken into account when resolving any dispute under these Terms.

8.14.      In case of termination of this agreement, Cleeng is not obliged to reimburse outstanding credits accumulated for the Publisher.

8.15.      Cleeng LLC, a subsidiary of Cleeng B.V, is authorized by Cleeng BV to collect payment from end-user and send payout payment to the publisher at the given payout period that has been authorized and agreed by both Cleeng B.V. and the publisher.

8.16. In case of termination of the PRO, PRO+ or Enterprise license the latest due charge is not refundable.

 

9. Abuse reports and reimbursement

9.1.         An abuse report of a User or third party can be based on:

1) a breach of the conditions mentioned in the Cleeng Publishers Agreement

2) inappropriate content

3) a misleading description of Protected Content

4) Poor quality of the Publisher Website and or of the Protected Content

5) Lack of content behind the Cleeng Layer

6) unavailability of Protected Content due to technical problems

9.2.         An abuse report as mentioned in article 13.1 is available from MyAccount and must contain:
a) The URL where the content can be found on the Publisher Website.

b) A statement containing the nature of the complaint.

c) Contact information of the complainant.

d) With regards to abuse reports regarding a alleged breach of intellectual property, a statement which indisputable proofs that complainant is the owner of (or legally acts for the owner of) the material protected by intellectual property rights.

9.3.         Cleeng will handle customer support inquiries directly, always trying to meet the best interests of both the consumer and the publisher.

Cleeng automatically refunds the requests, based on the following reasons:

a. Financial:

-when a  Customer made a double/multiple purchases using the same registration/login data

b. Technical:

-when the event was cancelled by the Publisher

-when more than 80% of the show had streaming issues (no sound, or poor sound & video quality)

-when a video was missing as it wasn’t offered by the Publisher

c. Content related:

– the content was misleading – the description didn’t relate to actual content of the video

In other cases, where Cleeng investigation won’t bring a clear justification of a refund, we will contact the Publisher, seeking for their final decision in a given case. This service is not available for Plug & Go Publishers – all refunds from their customers will be proceeded without further consultation.

9.4.         If, according to Cleeng, a valid abuse report is made Users credits will be reimbursed.

Abuse reports can be made by registered Cleeng users on Cleeng/MyAccount, or directly within the Cleeng layer on the Publisher website by a third party.

 

10. Illegal content

10.1.      Cleeng believes in quality content. Cleeng would like to provide Publisher and User with a service that cannot be deemed ,or associated with, offensive or improper behavior and content. This is of value to both Cleeng, Publisher and User. In light of the above Publisher is not allowed to protect content with a Cleeng Layer which is, in breach of intellectual property rights, defamatory, pornographic (or of an adult nature), relating to real- money gambling or gaming, violent, promoting violence or otherwise illegal by applicable law.

10.2.      On request of Cleeng, Publisher is obliged to remove the Cleeng Layer from Protected content which, according to Cleeng, is considered, offensive, unnecessary aggrieving, discriminating, instigating, explicit, or in any other way is considered unsuitable for the Cleeng Service.

10.3.      On request of Cleeng, Publisher is obliged to seize usage of the Cleeng Service and remove all aspects of the Cleeng Service, including but not limited to, the Cleeng Layer from the Publisher Website. Cleeng will administer such a request if Cleeng believes that the Publisher Website is hosting content which, due to its nature, is not suitable to be associated with Cleeng.

 

11. Liability

11.1.      Publisher recognizes that he is responsible for the description of content and the actual content behind the Cleeng Layer. Publisher also recognizes that the Internet technical infrastructure is highly fragmented and may lead to un-predictable interruption(s) of service.

11.2.      Except in the case of deliberate intent or recklessness by Cleeng, Cleeng will not be liable for any damages arising out of this Publisher Agreement and the setup and use of the Cleeng Service nor for any other damages of the Publisher unless liability cannot be excluded or limited by applicable law.

11.3.      Publisher carries responsibility for the setup and usage of the Cleeng Service.

11.4.      Cleeng strives to deliver the best possible level of service to the publisher. Cleeng is, in no event, except in the case of deliberate intent or recklessness by Cleeng, liable for: loss of data, loss of traffic, loss of site performance, unavailability of the Publisher Website, unavailability of the Cleeng Service or any other damages including, but not limited to, the tort of negligence.

11.5.      Cleeng is in no event liable of any damages arising out of or in relation with changes in the Cleeng service as mentioned in article 5.3.

11.6.      In the event Cleeng is held liable for any damages whatsoever, this liability CANNOT not exceed the total net commission earned by Cleeng over the six months before the damages took place.

 

12. Indemnification

12.1.      Regarding conflicts between Publisher and Users or Cleeng and Publisher parties will work together in good faith to resolve any dispute.

12.2.      Publisher shall indemnify Cleeng, if allowed by applicable law, for all liabilities, proceedings, costs, damages, losses or expenses of Publisher with regards to usage of the Cleeng Service including, but not limited to technical problems and/or loss of data.

12.3.      Publisher shall indemnify Cleeng, if allowed by applicable law, for all liabilities, proceedings, costs, damages, losses or expenses of a third party based on the fact or suspicion that the Protected content infringes any right of a third party.

12.4.      Publisher shall indemnify Cleeng, if allowed by applicable law, for all liabilities, proceedings, costs, damages, losses or expenses of a third party arising out of actions and/or actions not taken by Publisher.

 

13. Publisher

13.1.      Publisher is responsible for and declares that all information provided to Cleeng is accurate and complete. If any provided information (such as legal, contact and/or payment information) is incorrect or changed, Publisher must notify Cleeng immediately.

13.2       Publisher is responsible for the reporting, collection, calculation or payment of any taxes applicable, and shall provision or maintain any all necessary amounts, information or records associated with their Cleeng Publisher activity.

13.3.      Publisher is responsible for the description of the Protected content, (the nature of) the Protected content and the acquisition details of the Protected content.

13.4.      Publisher has the option to use a referral option, Users can earn credits from the Publisher by referring to content.

13.5.      Publisher must provide accurate information bank or PayPal account details to transfer the accumulated credits. The information is stored securely in Cleeng Dashboard. Failure to provide accurate information will relieve Cleeng of any obligation to transfer the credits, until accurate information are provided.

 

14. Privacy

14.1.      Cleeng respects the privacy and the confidentiality of personal information and data of both Publisher and User. The Cleeng Privacy Policy sets out how Cleeng may use personal information and data.

14.2       Cleeng doesn’t sell or share personal user data. Only those available in the Cleeng Dashboard are accessible. “Entreprise” or “Pro” Publishers can receive a copy of the available transaction data: transaction amount, transaction date, article bought, purchaser registered name and email. To be eligible to receive such information directly, next to the informations available in Cleeng Dashboard, the Publisher must be an approved “Enterprise” or “Pro” Publisher, and have a co-branded / white-label Cleeng platform.

14.3     The publisher must respect the privacy of the user and the eligible privacy laws. The publisher cannot contact directly users without prior explicit authorization from them to do so.

 

15. Duration and Termination

15.1.      This agreement comes in effect when Publisher upgrades his Cleeng account to Publisher and terminates when a Publisher requests termination as set out in article 15.3 or when Cleeng terminates the agreement as set out in article 15.4.

15.2.      The right of usage as mentioned in article 7.1 ends at the moment this agreement is terminated.

15.3.      A Publisher can request termination of this agreement by e-mail theteam@cleeng.com. There is a one (1) month term of notice.

15.4.      Cleeng is entitled to terminate this Publisher Agreement if:

1)    Publisher is in violation of the terms of this Publisher Agreement..

2)    Publisher acts fraudulently or illegally in any way.

3)    Publisher generates or tries to generate artificial traffic to Protected Content

4)    Publisher has not generated any views for a period of three (3) months.

15.5.      This Publisher agreement expires immediately on termination.

 

16. Consequences of termination

16.1.      After termination the Publisher will no longer have access to the Cleeng Dashboard and will not be able or entitled to use the Cleeng Service.

16.2.      After termination all Cleeng layers will be automatically removed from the Publisher Website. Cleeng tags may still appear on the Publisher Website, it is the responsibility of the Publisher to remove the tags.

16.3.      Cleeng will delete all obtained information of the Publisher except data which is still needed for the Cleeng Service and administration, like billing and invoice information of the Publisher.

16.4.      Cleeng is in no circumstance obliged to migrate data.

16.5.      In the event of a termination under article 15.4 under 1), 2) and/or 3) any outstanding remuneration will not be paid to the Publisher.

16.6.      Remuneration validly owed to the Publisher will be paid within 30 days after termination.

16.7.      The rights as set forth in articles 6.6 and 7.5.are revoked at the moment of termination.

 

17. Transfer of Rights

17.1.      Publisher is not entitled to transfer any right or obligation deriving from this Publisher agreement to a third person or entity.

17.2.      Publisher is aware of the fact that this Publisher Agreement also governs a possible future relation between Publisher and legal successors of Cleeng.

 

18. API Interface

18.1       The publisher must at all times fully comply with the current specifications and usage practices of Cleeng as described in API documentation. Cleeng has the right to immediately suspend or terminate the publisher agreement if Cleeng has enough indication that Publisher is not compliant with the specifications and/or uses incorrectly.

18.2       The publisher must ensure that all data requested by Cleeng to validate the authenticity of the user transaction are provided. Cleeng has the right to immediately suspend or terminate the publisher agreement if Cleeng doesn’t receive the required data.

18.3      Cleeng may revise from time to time the specifications and/or data requirements needed to use the API, by giving reasonable notice to the Publisher.

 

19. Terms and conditions validity

19.1.      All terms and conditions regarding intellectual property, liability, indemnifications, the transfer or rights, and null and void terms will continue to apply after termination of this Publisher agreement.

19.2       Cleeng may revise the terms and conditions from time to time, by giving at least 30 days written notice to the Publisher, via email or notice in the Cleeng Dashboard. If the change has a material adverse impact on Publisher and Publisher does not agree to the change, Publisher may give written notice of its objection to Cleeng within fifteen days after receiving notice of the change. If Cleeng receives such notice, Cleeng will contact Publisher to discuss the objection(s). If the Publisher continues to refuse to accept the change and Cleeng refuses to withdraw the announced change, Publisher may terminate the Publisher Agreement by giving at least one month written notice to Cleeng. Publisher is not entitled to object to and shall not have the rights set out in this clause for any change which Cleeng implements in order to comply with applicable laws.

 

20. Terms and conditions specific to Subscription management

20.1       Cleeng provides a subscription management and billing software service. Cleeng will collect the subscription payment for the Publisher from the User(s). Depending on the Publisher initial settings, payment will be either in Euros, U.S. Dollars or British Pounds. Cleeng is entitled to a commission over subscription payments. Remuneration will take place according to the same calculation detailed in article 8.

20.2       The Publisher is solely responsible for any change to the Subscription conditions, including, price, content availability, or membership benefits. Note, any change to subscription conditions may impact negatively subscription renewal rates, increased User claims and reduce User loyalty.

20.3      In case of any increase in the price of the subscription, Cleeng must notify the user in advance if the regular rate of a subscription changes from what was stated at the time of the order. The User will have the opportunity to accept the new price or cancel your subscription or purchase from that point forward.

20.4      The subscriber payment details must be verified before the subscription can be activated. The user agrees to pay the price that is stated at the time of the order, as well as any applicable taxes. The user also agrees to the billing frequency stated at the time of the order. We reserve the right to reject any order at any time. If the user initial payment authorization is later revoked, the subscription will be terminated. Cleeng cannot be held responsible with any issue related to payment renewal.

20.5     Paid Subscriptions will automatically renew for the applicable time period the user has selected. Cleeng may not notify in advance the User of impending renewals.

20.6      The User may cancel automatic renewal by updating the  subscriptions in the User Account and selecting the subscription the user wants to modify. Partial refund, pro-rated to the day, will be given to the user, and be deducted from Publishers’ commissions as stated in Article 8.

20.7      Publisher must at all time comply with Cleeng Privacy Policy.

 

21. Other terms and conditions

21.1.      If one or multiple terms and conditions of this Publisher agreement are declared null and void or cannot be fulfilled the remaining terms and conditions of this Publisher agreement will still be applicable

21.2      The applicability of Publisher’s purchasing or other general terms and conditions is expressly rejected. If Publisher accepts a proposal made by Cleeng (including a proposed Publisher Agreement) by issuing a separate written statement – for example a purchase order – which refers the proposal and/or the Publisher Agreement, then additional or deviating terms or conditions contained in or referred to in such separate document shall not apply between the parties unless such deviating terms are explicitly accepted in a written statement issued and signed by a Cleeng board member. In any case the terms of the Publisher Agreement as proposed by Cleeng, including the Terms and Conditions shall take precedence over any terms and conditions contained or referred to in any such acceptance document from Publisher.

 

22. Contact information Cleeng

Headquarter:

Singel 260 – III
1016 AB Amsterdam
The Netherlands

E-mail: theteam@cleeng.com

 

In the US:

      Cleeng LLC 

      222 Broadway

      19th Floor,

      New York, NY 10038

      United States

      E-mail: theteam+US@cleeng.com

http://cleeng.com

 

23. Applicable Law and competent court.

23.1.      Law of the Netherlands will govern this publisher agreement and/or usage of the Cleeng Service. Any dispute arising out of or in connection with this agreement shall be referred to the proper court residing in Amsterdam to the exclusion of all other tribunals.

23.2      Before resorting to any legal proceedings, the parties agree to use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of, or relate to the Terms or their breach.

 

Thank you for reading Cleeng’s Terms and Conditions.

 

Version: February 12, 2014