NUMA Media LLC Terms of Service Agreement
As of 02.28.24
ACCEPTANCE OF TERMS AND CONDITIONS
By utilizing the NUMA Streaming platform ("Platform") or any associated benefits of the NUMA Creator Membership, whether on or off the Platform, you, the user ("Content Creator"), hereby agree to be bound by these Terms of Service ("Agreement"). This Agreement governs your access to and use of the services provided by NUMA Media LLC ("Company"), encompassing all content, functionality, and services available through the Company, regardless of the medium of access. The terms 'Company' and 'Content Creator' shall refer individually to each party and collectively to both parties involved.
SCOPE OF ACCESS AND USE
As a NUMA Content Creator, you are afforded conditional access to a variety of services and features, which extend beyond the Platform and include off-platform membership benefits, contingent upon your chosen subscription tier. By accessing or utilizing any aspect of the Platform or its extended benefits, you consent to adhere to the stipulations set forth in this Agreement, inclusive of all subsequent amendments.
WHEREAS:
Company offers membership to a content creator group, with access to a range of exclusive benefits and privileges, contingent upon the member's subscribed tier level.
Company owns and operates the “NUMA” platform, a video and media streaming platform (hereinafter referred to as the “Platform”);
Company permits the Content Creator to upload and/or livestream content onto the platform in alignment with the terms specified in this agreement and in strict accordance with the terms of their subscribed tier;
The Content Creator has offered and represented that they are able and willing to provide content as per the specifications of this agreement.
The Parties intend to conclude this Agreement to govern the relationship between them for the licensing of the content and Content Creator’s use of the Platform;
NOW THEREFORE IN CONSIDERATION of the promises and the agreements, undertakings, and covenants are hereinafter written, the parties hereby mutually agree as follows:
Status of the Content Creator
Nothing in this Agreement shall in any way be construed to constitute Content Creator as an agent, employee or representative of Company.
Without limiting the generality of the foregoing, Content Creator is not authorized to bind Company to any liability or obligation or to represent that Content Creator has any such authority.
It is understood by the parties that Company shall have the right at all times to enter with any other person or organization the same arrangement offered under this Agreement.
Statement of Services
The Content Creator shall be granted access to livestream and/or upload content (the “Content”) onto the Platform in accordance with the specifications of their subscribed tier. Content Creator agrees to also provide a Platform exclusive video once every three months (the “Exclusive Content”). Each exclusive content video must be 15 - 60 minutes in length. The specifications and allowances for content uploads and livestreams, as determined by the Content Creator's subscribed tier, are subject to change. The Company will provide the Content Creator with a minimum of thirty (30) days notice prior to implementing any such changes.
The Content Creator shall be granted perks and benefits in accordance with the specifications of their subscribed tier. The specifications and allowances for Content Creator perks and benefits, as determined by the Content Creator's subscribed tier, are subject to change. The Company will provide the Content Creator with a minimum of thirty (30) days notice prior to implementing any such changes.
As the Content Creator, you hereby agree to the following:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Company to use your Content in any manner contemplated by Company, even after the termination of this Agreement. You also agree that Company shall own all rights pertaining to the uploaded Exclusive Content.
You authorize Company to use the Content and the Exclusive Content at its own discretion for whatever purposes, including but not limited to in the creation of ads, marketing and branding materials, streaming on various platforms, use on various websites, use in various formats, video on-demand, live-streaming, etc.
You authorize Company to edit/alter all aspects and components of the Content and the Exclusive Content, including but not limited to video length, video content, video thumbnails, video titles and descriptions, etc.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Content in any manner contemplated by the Company.
Your Content is not false, inaccurate, or misleading.
Your Content does not include any kind of ad, clickable link, promotion, or solicitation that is not authorized by the Company.
Your Content does not contain unsolicited or unauthorized advertising, promotional materials, clickable links, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Content does not include any ads, promotions, mentions, or information of any kind about apps, services, websites, organizations, companies, or groups that the Company considers or can consider a competitor.
Your Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Content does not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Content is not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Content does not violate any applicable law, regulation, or rule.
Your Content does not violate the privacy or publicity rights of any third party.
Your Content does not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Content does not include any offensive comments that are connected to race, national origin, gender, or physical handicap.
Your Content does not otherwise violate, or link to material that violates, any provision of any applicable law or regulation.
xviii.Your Content, once uploaded, cannot be deleted without Company’s permission, even after the termination of this Agreement.
Company can remove or alter any uploaded Content or uploaded Exclusive Content at Company’s sole discretion.
Company does not guarantee any success as a result of being featured on the Platform, any number of views and/or any specific appearances in Company’s ads or promotional materials.
Content Creator shall comply with all laws, rules, regulations, and executive directives in the performance of this Agreement and in accordance with all of Company’s requirements.
Content Creator shall deliver the highest quality work in accordance with all the examples provided by Company in the pre-contractual phase, which shall be included hereunder as an integral part of this Agreement.
Content Creator shall do whatever else is reasonably expected in order to perform their obligations under this Agreement.
Remuneration for the Services
In exchange for monthly membership as a NUMA Creator, Content Creator shall pay Company a monthly fee of $99 USD if they are subscribed to creator tier 1 or a monthly fee of $399 if they are subscribed to creator tier 2.
Payments shall be made by Content Creator in a manner previously agreed with Company by any communication methods used by the Parties.
Company may at its own discretion raise or lower the aforementioned monthly fee and will give Content Creator a written notice 60 days prior to the price change.
Company may at its own discretion modify, amend, or alter tier perks and benefits, with a mandatory notification period of no less than thirty (30) days.
Additionally, both technical functionalities and ancillary benefits, including off-platform perks, may undergo temporal discontinuations or alterations due to maintenance requirements, infrastructural enhancements, or the Company’s decision to upgrade or alter perks.
The Content Creator acknowledges that all (both on-platform and off-platform) functionalities and perks and features are subject to change, with the Company providing at least thirty (30) days notice prior to any such changes. Under these terms, the Content Creator relinquishes the right to claim compensation, refunds, or hold the Company liable for these modifications or discontinuations.
Duration of the Agreement
This Agreement is a month-to-month agreement and shall come into effect immediately on the date of signing the agreement and shall remain in full force and effect until terminated by the Parties in accordance with the Termination section below.
Rights and Restrictions Pertaining to the Use of Company Original Music
Grant of Access: Subject to the terms of this agreement, provided that such access is included within the Content Creator's subscribed tier, the Content Creator is granted a non-exclusive, non-transferable right to access the NUMA Creator Music Library, which comprises various original music tracks owned or controlled by the Company.
Scope of Use: Provided that such access is included within the Content Creator's subscribed tier, the Content Creator is authorized to utilize Company Music contained within the NUMA Creator Music Library for any lawful purpose, including but not limited to incorporation into content produced for distribution on or off the NUMA Streaming platform. This authorization extends to all forms of media, whether now known or hereafter devised.
Prohibition on Sub-Licensing: The Content Creator shall not sub-license, assign, transfer, or otherwise convey the rights to use Company Music to any third party.
Termination of Rights: Upon termination or expiration of the Agreement for any reason, the Content Creator’s right to use Company Music in any new content or projects shall cease forthwith. The Content Creator agrees to cease all use of Company Music in any new productions, projects, or content created after the date of such termination or expiration.
Rights in Pre-existing Content: Notwithstanding the foregoing, content created and distributed by the Content Creator that incorporated Company Music prior to the termination or expiration of the Agreement shall not be affected by such termination or expiration. The Content Creator may continue to use and distribute such pre-existing content; however, the Content Creator is prohibited from further use of Company Music in any new content post-termination or expiration of the Agreement.
Data Storage, Livestreams, and Limitation of Liability
The Company shall store only the Digital Assets that the Content Creator is expressly authorized by the Company to upload onto the Platform. This includes, but is not limited to, authorized video data, associated graphics, and textual content such as titles and descriptions. The obligation of the Company to store such Digital Assets is subject to the data usage limits of the Content Creator's current subscription tier, as determined by the Company's prevailing subscription policies. Changes to these policies or limits will be communicated to the Content Creator with a minimum of thirty (30) days notice.
The Content Creator expressly absolves and releases the Company from any liability arising from the loss, destruction, or impairment of any Digital Content attributable to malfunctions, cyber incidents, or other events beyond the Company’s reasonable control.
Provided that such use of the platform is included within the Content Creator's subscribed tier, the Company grants the Content Creator the right to conduct livestreams on the Platform, subject to the data usage limits and storage capacities applicable to the Content Creator’s subscribed tier. The availability of livestream data allowance and storage is contingent upon the specific terms of the subscribed tier, which are subject to modification by the Company. Any changes to tier allowances or terms will be communicated to the Content Creator at least thirty (30) days prior to implementation.
The Content Creator agrees to indemnify and hold harmless the Company from any claims, damages, or disruptions related to livestream activities, including but not limited to technical failures, connectivity issues, or content disputes arising before, during, or subsequent to any livestream event.
Company Materials
For purposes of this Agreement: “Company Materials” means any equipment or other tangible materials, software, documentation, methodologies, know how, processes, techniques, ideas, concepts, technologies, data and/or any other information that are provided by Company to Content Creator in connection with the provision of the Services.
If Company provides Content Creator any Company Materials in connection with any Services, then Company hereby grants Content Creator a non-exclusive, personal, non-transferable, non-assignable license to (during the term of such services and subject to any additional terms and conditions in any license or other agreement provided by Company with such Company Materials) internally use, modify and create derivative works of such Company Materials for the sole purpose of, and solely to the extent strictly necessary for, performing the Services under this Agreement.
Any modifications, enhancements, and/or derivative works Content Creator makes of Company Materials will constitute Services assigned to Company under this Agreement.
Company retains all right, title and interest in the Company Materials. The Company Materials constitute Company Confidential Information.
Content Creator will not remove, alter or obscure any markings identifying Company Materials as Company property or proprietary or confidential to Company
Content Creator’s representations and warranties
Content Creator represents and warrants that:
The Content delivered to Company does not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third party and are free of any lien, claim, security interest or encumbrance;
The Content will meet the specifications described in this Agreement, will be complete and accurate, and will comply with all applicable laws and regulations;
Content Creator agrees and understands that all intellectual property rights related to the Exclusive Content are transferred to Company and Content Creator shall not duplicate or use the materials for any other purposes.
Indemnification
Content Creator shall at all times defend (solely with respect to third party claims), indemnify and hold harmless Company from and against any and all demands, claims, damages, liabilities, costs and expenses, including attorneys’ fees, arising out of (i) any alleged breach or breach by Content Creator of any warranty, representation or agreement made by Content Creator herein, (ii) pertaining to any other act, error or omission allegedly committed or omitted by Content Creator or any person or entity allegedly acting on Content Creator behalf or under Content Creator direction or control or (iii) any breach by Content Creator of any agreements relating to Services whether or not Company is party to such agreement as providing Content Creator’s services. Content Creator shall reimburse Company, on demand, for any payment made at any time after the date hereof in respect of any liability or claim in respect of which Company is entitled to be indemnified.
In no event shall either Party be liable to the other or to any third party for any special, indirect, or consequential damages or damages that may result from any part of this Agreement, such as, but not limited to, loss of profits, revenue or failure to perform services
Termination
If Content Creator intends to cancel this Agreement for any reason at any time, then Content Creator shall provide at least 30 days' notice to Company prior to the termination.
This Agreement may be terminated at any time by the Parties in case of breach of contract, through a simple written notice sent by e-mail or any other means of communication previously used by the parties.
Either the Content Creator or the Company may terminate this month-to-month agreement at any time and for whatever reason.
Termination of this Agreement shall not affect the already outstanding obligations between the parties at the time of the notice. For clarity, Company shall be entitled to retain any already-paid monthly fees, as well as the Content and the Exclusive Content in accordance with the provisions of this Agreement.
Due to the nature of this agreement, Company shall not issue any refunds on any fees paid by Content Creator.
Confidentiality
The term "Confidential Information" shall include any proprietary information, in whatever form, that:
is provided by Company to Content Creator, including information regarding Company's businesses, finances, prospects, operations, products, employees, technologies, third party platforms, contact lists, and financial models (including not only written information but also information transferred verbally, visually, electronically, or by any other means); or
concerns any sales that Content Creator may aid and Company is fulfilling; or
iii.consists of analysis and/or any other internal non-redacted memoranda or other documents prepared by the Content Creator derived from or including material portions of the Confidential Information.
Confidential Information shall not include any information that:
is already known to the Content Creator at the time of its disclosure;
is or becomes publicly known through no wrongful act of the Content Creator;
iii.is communicated to a third party with the express written consent of the Company; or
is lawfully required to be disclosed, provided that before making such disclosure, the Content Creator shall immediately give the Company written notice and cooperate in the Company's actions to assure confidential handling of such information.
Each Party shall safeguard and keep confidential the Confidential Information obtained from the other Party and shall not disclose any Confidential Information to any other person or entity.
Each Party shall refrain from using Confidential Information for any purpose other than those related to the activities they engage in while fulfilling their responsibilities and obligations under this Agreement.
All such Confidential Information and any copies obtained thereof shall be returned to the other Party promptly upon their written request and shall not be retained in any form by the other Party.
Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seek an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to them.
This section shall survive the termination or expiration of this Agreement.
Non-compete
Throughout the duration of this Agreement Content Creator shall not, in any manner, represent, provide services or engage in any aspects of business that would be deemed similar in nature to the business of Company without the written consent of Company. Content Creator warrants and guarantees that throughout the duration of this Agreement and for a period of 5 years following the culmination, completion or termination of this Agreement, that Content Creator shall not directly or indirectly engage in any business that would be considered similar in nature to the business engaged in by Company, its subsidiaries, and any current or former clients and/or customers.
Non-disparagement
Content Creator agrees not to disparage or denigrate Company orally or in writing, and that neither Content Creator nor anyone acting on its behalf will publish, post, or otherwise release any material in written or electronic format, make speeches, gain interviews, or make public statements that mentioned the Company, its operations, Company’s employees, products, or services without the prior written consent of the Company.
Miscellaneous provisions
Force Majeure. If performance of this Agreement or any other obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control, and if the Party unable to carry out their obligations gives the other Party prompt written notice of the circumstances, then the obligations of the Party invoking this provision shall be suspended to the event necessary by such circumstances.
Entire Agreement. This Agreement contains the entire Agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
Waiver of Contractual Rights. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify, or construe the scope or extent of the provisions of this Agreement to which they may related. Such headings are not part of this Agreement and shall not be given any legal effect.
Amendments. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.
Severability. If any provision of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Assignment. This Agreement shall be binding upon and inure to the benefit of each Party's successors and assignees. Neither party may assign this Agreement, in whole or in part, without the other Party's prior written consent; provided, however, that the sale of any portion of the assets of either Party, or any of its subsidiaries, its acquisition by merger into another Company, shall not be deemed an assignment of this Agreement by such Party.