These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you”) and Furtree Systems, Inc., doing business as Softvelum (“Softvelum,” “we,” “us” or “our”), concerning access to and use of the Site or Sites. We are registered in the State of Georgia, United States, and have our registered office at 1004 Hemphill Drive, Atlanta, GA 30318. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Service.
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. In our sole discretion, we reserve the right to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date and these Terms of Service, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms of Service regularly so that you understand which Terms apply. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted.
The information provided on the Site is not intended for distribution to or to use by any person or entity in any jurisdiction or country where such distribution would be contrary to law or regulation or subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for the Site.
“Addenda” means a premium package for Nimble Streamer that supports advanced functions like DRM encryption, ads insertion, enhanced SRT, and performance enhancements.
“Nimble Streamer” means the Software as defined in the Nimble Streamer End-User License Agreement.
“Nimble Live Transcoder” means the high-efficiency add-on to decode, transform, and encode live video and audio streams in Nimble Streamer.
“Service” means the services accessed through WMSPanel, which is a web-based cloud-control panel for media servers that allows you to do the following: add any number of Nimble Streamer instances into your single account in a manner consistent with the EULA; control their setup from a single point with no streaming interruption; and aggregate and report viewership stats of your content.
“Site” or “Sites” means wmspanel.com website, as well as any other media form or application related, linked or otherwise connected thereto.
“Softvelum SDK” means a software development kit provided by Softvelum.
“Trial Period” means a two-weeks period that any new account you register through the WMSPanel Site (via both wmspanel.com and White Label) has to try the Service.
“White Label” means instances where Softvelum products are embedded in the product of another party but there is no direct indication on such product of the Softvelum product being so embedded.
2. USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Service; (4) you are not a minor in the jurisdiction which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purposes; and (7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend, or terminate your subscription and refuse any current or future use of the Site (or any portion thereof).
3. USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. Without notice, we reserve the right to remove, reclaim or change credentials that you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
4. TRIAL PERIOD
The Trial Period is free, and no payment information is required. The two-week Trial Period is measured from the day that you register a new account until fourteen (14) calendar days later unless revoked by us at our sole discretion. After the Trial Period, your account will be blocked and then removed unless you subscribe to the Service.
The Service is functional, except for limitations that you may experience while using the Site, like the number of servers added, API access, and others that we determine are necessary at our discretion. Please take a look at Trial period limitations section on Prices page for a full list.
During the Trial Period, you will receive automated emails regarding the Services and the trial. You may contact our representatives by responding to these emails.
For users who register for multiple Trial Period without creating a subscription, Softvelum reserves the right to reduce the number of allowed servers or deny you further Trial Period.
Softvelum reserves the right to remove your Trial Period account or limit its duration, for any reason, without explanation, and at our sole discretion.
5.1 WMSPANEL SUBSCRIPTION
In the event that you made use of the Trial Period, when you subscribe to WMSPanel, you will continue using the Service with all data available from the Trial Period. You can convert to a subscription at any time during Trial Period. Once you do, you will be able to use the full variety of features available for our customers.
You will be charged monthly, or upfront as described below, and will receive a payment confirmation email from our payment gateway for each payment.
We use FastSpring and PayPro Global as our secure gateways to process subscriptions' payments.
If you wish to change your Service options, like adding new account options or paid features, you are welcome to do that. New slices, servers, and options will be reviewed and your subscription will be changed before the beginning of the next billing period according to WMSPanel pricing.
If you try adding too many servers, you may face a requirement from the Service to make a proportional up-front payment. Please refer to the pricing page to find out more.
You may cancel your subscription at any time. You will find the subscription control link in any payment confirmation email. You may also log into your WMSPanel account, click on the settings menu, open the subscription tab and find the "FastSpring gateway subscription details page" or "PayPro Global gateway subscriptions page" link. You can use the same link to change your payment method as well.
We may take up-front payments. The default is equal to the price of twelve (12) months of Service with the current amount of servers and options. We may consider changing the default amount per your request. Once we receive a payment, we put it on the account's credit. Every month the cost of monthly Services is withdrawn from that credit and you will receive a notification. If the monthly cost changes, then the cost of withdrawal is updated accordingly, and you will receive a notification.
If you decide to cancel the Service before you spend your credit, we will not make refunds for any credit left on your account.
5.2 LIVE TRANSCODER LICENSE SUBSCRIPTION
Please read Live Transcoder pricing page for more details about starting license subscription.
All Live Transcoder payments are non-refundable.
If you remove Nimble Streamer instances that have a Live Transcoder license registered on them, your corresponding Transcoder license will NOT be canceled, you must do it manually via the license control web interface in the Settings / Profile menu.
If you cancel the WMSPanel subscription and if you have a separate Live Transcoder license subscription, you must cancel the license subscription manually, otherwise, you will be charged as usual.
Please refer to sections 5.6 and 5.7 of the current Terms regarding failures and termination.
5.3 ADDENDA PACKAGE LICENSE SUBSCRIPTION
Please visit Addenda package page for more details about starting a license subscription.
If you remove Nimble Streamer instances that had an Addenda license registered on them, your corresponding Addenda license will NOT be canceled, you must do it manually via the license control web interface in the Settings / Profile menu.
All Addenda payments are non-refundable.
If you cancel the WMSPanel subscription and if you have a separate Addenda subscription, you must cancel the license subscription manually, otherwise, you will be charged as usual.
Please refer to sections 5.6 and 5.7 of the current Terms regarding failures and termination.
5.4 SDKs SUBSCRIPTION
If you'd like to purchase Softvelum SDKs, you will need to create an account in WMSPanel. The email which you enter during registration will be kept in the system to notify you about SDK updates and other SDK-related announcements.
Once you register, you will be able to subscribe to any SDK using PayPro Global or FastSpring payment gateways. The Softvelum team has the right to define the specific choice of gateway for each case.
All SDK payments are non-refundable.
After you subscribe to a mobile SDK, you will be able to download a respective SDK package.
After you subscribe to HTML5 Player SDK, you will be able to specify the list of domains where you plan to use the player and generate a respective SDK package to download.
5.5 TAXES: VAT, W9, ETC.
If your company operates in the European Union, the VAT field will appear on the page following the billing details. If a customer enters a valid VAT ID, it will not be charged.
If you failed to add a VAT ID during your FastSpring subscription, please contact FastSpring and specify your order ID and VAT ID so that FastSpring can adjust your subscription and refund the latest paid VAT.
If you need a W9 form to set us as a supplier in your accounting system, please use this FastSpring W9 form. Since FastSpring is our payment gateway, their W9 is the one you need.
If you use PayPro Global and have any VAT-related questions, contact PayPro support to clarify that.
Some countries may require additional VAT which cannot be covered by tax IDs. We are not responsible for charging those taxes.
5.6 BILLING FAILURES
If your monthly payment does not succeed, you will get an email failure notice from a payment gateway at the email which you used for subscribing. You will need to follow a link from that message to enter a new payment or existing payment credentials to re-initiate the payment.
If you use FastSpring, you may contact FastSpring support for any details regarding the reasons for failures.
If you use PayPro Global, you may contact PayPro support for any related details.
5.7 WMSPANEL ACCOUNT TERMINATION
These Terms of Service shall remain in full force and effect while you use Softvelum Services.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal, and injunctive redress.
5.7.1 CONTINUED PAYMENT FAILURE
In case of payment issues, if no payment is received within one (1) week after the initial failure, then your account will be blocked. If you don’t complete the payment, your payment gateway will cancel it automatically per its own rules. Once your subscription is canceled, your WMSPanel account will be removed completely after two weeks.
If there is an active Live Transcoder subscription existing at the moment of WMSPanel account removal, then the Live Transcoder subscription will be canceled and all active licenses will be terminated and your transcoder scenarios will stop working.
If there is an active Addenda package subscription existing at the moment of WMSPanel account removal, then the Addenda subscription will be canceled, and all active licenses will be terminated and your premium functionality will stop working.
All data is lost upon account termination, including statistics and Live Transcoder scenarios. You agree that we have no responsibility or liability for any lost data upon account termination.
We do not refund any payments to customers. If a customer does not want to make further payments, the subscription must be properly canceled. The subscription control link can be found in any payment confirmation email.
6. MODICIATIONS AND INTERRUPTIONS
We reserve the right to change, modify or remove the contents of our Services at any time or for any reason at our sole discretion, without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue part of, or all, our Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of Services.
We cannot guarantee that our Services will be always available. We may experience hardware, software, server, or other problems, or need to perform maintenance related to Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify our Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use our Services during any downtime or discontinuance. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
7. TECHNICAL SUPPORT
7.1 MUST USE SEARCH
You must search for answers through our websites and blog before asking questions.
We do not guarantee responses for general requests which can be answered by simple search, e.g. "What is slice?" or "What is the price of Nimble Streamer?"
7.2 MUST USE HELPDESK
All requests for support must be submitted to our helpdesk via the contact page or direct helpdesk email mentioned there.
We do not guarantee a response to any request sent via any other channels such as personal emails, instant messengers, social networks etc.
We reserve the right to deny or ignore the support request if the requesting user has multiple requests over a short period.
We reserve the right to decline or ignore your request without a response if you don't follow the required steps to analyze the issue before ticket submission.
Live Transcoder support requires an active license subscription without overdue payments.
7.3 WMSPANEL AND PAYWALL FEATURE SET SUPPORT
Paywall capabilities of our products make a stable feature set that has been working properly for several years. If you see any issues, you are likely facing one of the problems described in our FAQ. Please follow its Q&As and make sure you have conducted a thorough analysis.
We do not provide support for this feature set unless you have strong evidence of the feature's incorrect behavior.
WMSPanel reporting features are stable and proven by hundreds of our clients for both Nimble Streamer and Wowza Streaming Engine. If you experience reporting-related issues, please check all types of daily stats carefully and enable Deep stats to find the streams which generate metrics with anomalies. After that, you will be able to locate the source of problematic behavior among your viewers. We do not guarantee a response to requests related to WMSPanel stats.
8. LIMITED LIABILITY/DISCLAIMER
Softvelum provides the software without any warranties of any kind, express, implied, statutory, or in any other provision of these terms or communication with you, and Softvelum specifically disclaims any implied warranties of merchantability. To the maximum extent permitted by applicable law, in no event will Softvelum be liable for any lost profits or business opportunities, loss of use, business interruption, loss of data, or any other indirect, special, incidental, or consequential damages under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the preceding limitation may not apply to you. Softvelum liability under these terms will not, in any event, exceed the subscription fees, if any, paid by you over a period of two months for the Service. The foregoing limitations shall apply to the maximum extent permitted by applicable law, regardless of whether Softvelum has been advised of the possibility of such damages and regardless of whether any remedy fails its essential purpose.
9. INTELLECTUAL PROPERTY RIGHTS AND USER DATA
9.1 You acknowledge that all intellectual property rights, including copyright, trademarks and patents, related to the Service are and shall remain the exclusive property of Softvelum. You shall not attempt to reverse engineer, decompile, disassemble, or otherwise derive source code from the Services provided by Softvelum. You shall not use Softvelum’s intellectual property for any purpose other than using the Services as provided. You shall not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without the express written consent of Softvelum.
9.2 We will maintain certain data that you transmit through our Services for the purpose of managing the performance of our Services, as well as data relating to your use of our Services. You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using our Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of data.
9.3 WMSPanel uses third-party components to determine viewers' geo location and draw a map in the Geo stats report based solely on these components' data without any changes. If the data provided by these components are not correct, please disable the geo report as it is not mandatory.
GeoIP2 Databases are used for detecting viewers' location based on their IP addresses.
JVectorMap v1.1.1 is used for displaying World as Miller projection map in Geo stats.
After viewer location detection, the IP address is dropped and only the processed stats are stored in WMSPanel without personal information.
10. GOVERNING LAW
These Terms of Service and your use of Softvelum Services are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles, and applicable to agreements made and to be entirely performed within the State of New York.
11. DISPUTE RESOLUTION
11.1 BINDING ARBITRATION
If involved Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commerce Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website: adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the United States of America, in the state of New York. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the United States of America, in the state of New York, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction and forum non-convenience with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention of Contracts for the International Sale of Goods and the Uniforms Computer Information Transaction Act (UCITA) are excluded from these Terms of Service.
In no event shall any Dispute be brought by either Party related in any way to Softvelum Services, be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of the provision found to be illegal or unenforceable, and such Disputes shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceedings; (b) there is no right authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
11.3 EXCEPTIONS TO ARBITRATION
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; or (b) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on our Sites that contain typographical errors, inaccuracies, or omissions, including descriptions, pricing, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on our Sites at any time, without prior notice.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates and all of our respective officers, agents, partners and employees, against any loss, damage, liability claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your contributions to the Services; (2) use of Softvelum Services; (3) breach of these Terms of Service; (4) any breach of your representations and warranties set forth in these Terms of Service; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act towards any other user of our Services with whom you connected with via our Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
14. COMMUNICATION, TRANSACTIONS AND RECORDS
Visiting any of our Sites, sending us emails, and completing online forms constitutes electronic communication. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and all other communications we provide you electronically, via email, or on one of our Sites, satisfy any legal requirement that such communication is in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC COMMUNICATIONS FOR ORDERS, OTHER RECORDS AND THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, RECORDS OF TRANSACTIONS INITIATED AND MARKETING EMAILS INITIATED BY US, OR VIA OUR WEBSITES.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
15.1 These Terms of Service and any policies or operating rules posted by us on any of our Sites, or with respect to our Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Services shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Service and use of our Services. You agree that these Terms of Service will not be construed against us by virtue of our having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.
15.2 Those provisions that by their nature are intended to survive termination or expiration of these Terms of Service shall so survive.
Please be advised that our business is owned and operated in the United States. If you access our Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from our applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States and you agree to have your data transferred to and processed in the United States.
17. CONTACT US
In order to resolve a complaint regarding our Services, or to receive further information regarding the use, please contact us:
Furtree Systems, Inc., d.b.a Softvelum
1004 Hemphill Drive
Atlanta, Georgia, 30318