Master Terms and Conditions

Transmit.Live LLC Master Terms & Conditions

Transmit.Live LLC (the “Company”) offers creative and development services for displaying and measuring interactive online video advertising, as well as access to its platform, collectively referred to as the "Services." The company intends to use these Services for the display of Advertisements on websites, either for itself or on behalf of Advertisers, in line with the terms and conditions set forth below. 

These Master Terms and Conditions (the “Terms”), along with the Additional Terms and Conditions for each specific Service, shall govern Service Orders and all agreements between Transmit.Live and any of its clients (each, a “Client”). Each party acknowledges the mutual promises and obligations contained within these Terms and agree to be legally bound by them.

1. Definitions
   1. “Additional Terms and Conditions” means both (a) the Stream Composer Addendum, along with any exhibits, and addenda as identified on the applicable Service Order; and (b) the Stream Extender Addendum, along with any exhibits, and addenda as identified on the applicable Service Order.
   2. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
   3. “Agreement” means the Service Order, together with these Terms and the applicable addenda referenced in or incorporated into the Service Order.
   4. “Applicable Data Protection Laws” means the Applicable Laws that govern how the Services may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
   5. “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Company or Client.
   6. “Client Content” means data, information, or materials submitted by or on behalf of Client or Users to the Services but excludes Feedback.
   7. “Documentation” means the usage manuals and instructional materials for the Services or Software that are made available by the Company.
   8. “GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
   9. “High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
   10. “Net Revenues” shall mean, with respect to the calculation period in question, gross revenues actually received by Transmit.Live reduced by the sum of distribution partner fees when applicable. 
   11.     1.10.“Service Order” means the document that includes the key business details for this Agreement and which incorporates these Terms by reference. A Service Order includes the Order Form(s) for the applicable Services which Company will provide to the Client.
   12.     1.11.“Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
   13.     1.12.“Prohibited Data” means: (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
   14.     1.13.“Software” means the client-side software or applications made available by Company for Client to install, download (whether onto a machine or in a browser), access, or execute as part of the Services.
   15.     1.14.“Usage Data” means data and information about the provision, use, and performance of the Services and related offerings based on Customer’s or User’s use of the Services.
   16.     1.15.“User” means each of Client’s employees, agents, and independent contractors who are provided Access Protocols by Client or Transmit.Live at Client’s direction.
2. Services
   1. Access and Use. During the Subscription Period, Client may (a) access and use the Services as described in one or more mutually executed Service Orders.
   2. Service Level. If there is an SLA and the Services do not meet the SLA, the Company will provide the remedies outlined in the SLA and will not be responsible for any other remedies. 
   3. Service Delays. If the Client causes any delay in the scheduled start date or delivery of the Services, it must compensate the Company for all direct costs incurred due to the delay.
   4. User Accounts. Client is responsible for all actions on Users’ accounts and for Users’ compliance with this Agreement. Clients and Users must protect the confidentiality of their passwords and login credentials. Client will promptly notify Company if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
   5. Feedback and Usage Data.
      1.     2.5.1.Client may give Company Feedback, in which case Client gives Feedback “AS IS”. 
      2.     2.5.2.Company may use all Feedback freely without any restriction or obligation. 
      3.     2.5.3.Company may collect and analyze Usage Data, and Company may freely use Usage Data to maintain, improve, and enhance Company’s products and services without restriction or obligation. However, Company may only share Usage Data with others if the Usage Data is aggregated and does not identify Client or Users.
   6. Client Content. The Company may copy, display, modify, and use Client Content only as needed to provide and maintain the Services and related offerings. Client is responsible for the accuracy and content of Client Content.
3. Restrictions & Obligations
   1. Restrictions on Client.
      1.     3.1.1.Except as expressly permitted by this Agreement, Client will not (and will not allow any anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services; (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Services; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; (vi) access accounts, information, data, or portions of the Services to which Client does not have explicit authorization; (vii) use the Services to develop a competing service or product; (viii) use the Services with any High Risk Activities or with activity prohibited by Applicable Laws; (ix) use the Services to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Services any Client Content to which Client and Users do not have the proper rights.
      2.     3.1.2.Client’s use of the Services must comply with all Documentation and the Acceptable Use Policy, if any.
   2. Suspension. If Client (a) has an outstanding, undisputed balance on its account for more than 30 days after the Payment Period; (b) breaches Section 3.1 (Restrictions on Client); or (c) uses the Services in violation of the Agreement or in a way that materially and negatively impacts the Services or others, then Company may temporarily suspend Client’s access to the Services with or without notice. However, Company will try to inform Client before suspending Client’s account when practical. Company will reinstate Client’s access to the Services only if Client resolves the underlying issue.
4. Privacy & Security
   1. Personal Data Compliance and Data Processing Agreement: Company and Client agree to comply with: (a) all Applicable Data Protection Laws, including but not limited to GDPR and the California Consumer Privacy Act (“CCPA”); (b) the Company’s Privacy Policy, available at: https://info.transmit.live/docs/dpa; and (c) the DPA.  
   2. Personal Data: The DPA governs the handling of Personal Data. In the event of a conflict, the DPA terms supersede this Agreement.
   3. Prohibited Data: The Client is prohibited from submitting any data classified as Prohibited Data under this Agreement unless explicitly authorized.
   4. Security.  Company will comply with its Information Security Policy, available at https://info.transmit.live/docs/information-security-policy and its Network Security Policy, available at https://info.transmit.live/docs/network-security-policy.
5. Payment & Taxes
   1. Fees and Invoices.  All fees are in U.S. Dollars and exclude taxes. All fees are due within the Payment Period. Except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable. Company will send invoices for fees applicable to the Services once per Invoice Period in advance, starting on the Subscription Start Date.
   2. Taxes.  Client is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that Company itemizes and includes in an invoice. However, Client is not responsible for Company’s income taxes.
   3. Payment Dispute.  If Client has a good-faith disagreement about the amounts charged on an invoice, Client must notify Company about the dispute during the Payment Period for the invoice and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after the end of the Payment Period. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
6. Term & Termination
   1. Subscription Period.  Each Service Order will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.
   2. Termination.  Either party may terminate this Agreement if the other party (a) fails to cure a material breach of the Agreement within 30 days after receiving notice of the breach; (b) materially breaches the Agreement in a manner that cannot be cured; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. In addition, either party may terminate an affected Service Order if a Force Majeure Event prevents the Services from materially operating for 30 or more consecutive days, and Company will pay to Client a prorated refund of prepaid fees for the remainder of the Subscription Period. A party must notify the other of its reason for termination.
   3. Continuation Assistance. 
      1.     6.3.1.Upon the expiration or termination of a Service Order for any reason, Transmit.Live will continue to provide and provide access to and use of the applicable Services and the materials provided hereunder under the terms of the Agreement and the applicable Addendum(s) for a period of no less than ninety (90) days (unless otherwise directed by the Client) at the same rates in effect for the Client immediately prior to termination or expiration (the “Continuation Assistance”). 
      2.     6.3.2.As part of Continuation Assistance, Transmit.Live will: (a) provide to the Client or any applicable affiliate of the Client all Client Confidential Information and any other data reasonably requested by the Client in an easily usable format as designated by the CLient or such affiliate of the Client; and (b) provide to the Client or its designee reasonable assistance to help facilitate an orderly transition.
   4. Effect of Termination.  Termination of the Agreement will automatically terminate all Order Forms. Upon expiration or termination:
      1.     6.4.1.The Client will no longer have any right to use the Services.
      2.     6.4.2.Upon Client’s request, Company will delete Client Content within 60 days.
      3.     6.4.3.Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
      4.     6.4.4.Company will submit a final invoice for all outstanding fees accrued before termination and Client will pay the invoice according to Section 5 (Payment & Taxes).
   5. Survival.
      1.     6.5.1.The following sections will survive expiration or termination of the Agreement: Section 2.6 (Feedback and Usage Data), Section 3.1 (Restrictions on Client), Section 5 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 6.4 (Effect of Termination), Section 6.5 (Survival), Section 7 (Representations & Warranties), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Insurance) for the time period specified, Section 12 (Confidentiality), Section 13 (Reservation of Rights), Section 14 (General Terms), Section 15 (Definitions), and the portions of a Cover Page referenced by these sections.
      2.     6.5.2.Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 4 (Privacy & Security) and Section 12 (Confidentiality) will continue to apply to retained Confidential Information.
7. Representations & Warranties
   1. Mutual.  Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.
   2. From Client. Client represents and warrants that:
      1.     7.2.1.Client, all Users, and anyone submitting Client Content each have and will continue to have all rights necessary to submit or make available Client Content to the Services and to allow the use of Client Content as described in the Agreement.
      2.     7.2.2.any device or end-user information provided to the Company is done so with all required rights, consents, and in full compliance with relevant laws and regulations.
8. Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY GUARANTEES OF SAFETY, SECURITY, OR ERROR-FREE OPERATION, OR THAT THEY WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. EXCEPT AS SPECIFICALLY WARRANTED IN SECTION 7, BOTH COMPANY AND CLIENT DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON-INFRINGEMENT. NO REPRESENTATIONS OR WARRANTIES ARE MADE REGARDING THE RESULTS OF THE SERVICES, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.
9. Limitation of Liability
   1. Liability for Advertisements: Company is not responsible for any website on which advertisements appear or for the content of the advertisements themselves.
   2. Damages Waiver: Neither party will be liable for any special, indirect, incidental, consequential, exemplary, or punitive damages, including but not limited to lost profits, savings, or goodwill, suffered or incurred in connection with this Agreement, under any theory of recovery, even if the party has been advised of the possibility of such damages.
   3. Direct Damages: Direct damages paid by either party shall be limited to the fullest extent permitted by Applicable Laws and shall not exceed the total of the fees paid to Company over the six (6) months preceding the claim.
10. Indemnification
    1.     10.1.Company's Indemnity: Company will indemnify, defend, and hold harmless the Client from any Losses arising from third-party claims of intellectual property infringement ("IP Indemnity"), Company’s fraud, gross negligence, or willful misconduct, or any breach of data protection and confidentiality obligations under this Agreement. Exclusions to this indemnity include situations where the claim arises due to Client's actions or omissions, use of outdated or altered versions of Services against Company’s advice, or from Client’s materials or instructions.
    2.     10.2.Client's Indemnity: Client will indemnify, defend, and hold harmless the Company from any Losses arising from third-party claims due to Client's willful misconduct or gross negligence, infringement of any intellectual property rights by Client’s materials or content, failure to obtain necessary user consents, or any breach of the Client's representations, warranties, or obligations in this Agreement.
    3.     10.3.Indemnification Procedure: Both parties agree to promptly notify the other upon becoming aware of a claim, cooperate in the defense, and allow the indemnifying party to control the defense and settlement. Neither party may settle a claim in a way that admits guilt or detrimentally affects the other without written consent.
    4.     10.4.Remedies for Infringement: If the Services infringe or are deemed likely to infringe a third party's intellectual property rights, Company may at its discretion and expense (i) obtain the right for Client to continue using the Services; (ii) replace or modify the infringing part to become non-infringing while maintaining functionality; or (iii) terminate the relevant Order Form and refund any prepaid fees for unused Services.
    5.     10.5.Exclusive Remedy: This indemnification clause, combined with any applicable termination rights, represents the sole remedy for the parties and the entire liability for the covered claims.
    6.     10.6.Exclusions and Limitations: The Company's indemnification does not apply to claims resulting from the Client's unauthorized modification or misuse of the Services, or from combining the Services with non-Company items. The Client's indemnification does not cover claims stemming from unauthorized use of Client Content.
11. Insurance: During the Subscription Period and for six months after, Client will carry commercial insurance policies with coverage limits that meet the Insurance Minimums, if any. Upon request, Client will give Company a certificate of insurance evidencing its insurance policies that meet the Insurance Minimums. Client’s insurance policies will not be considered as evidence of Client’s liability.
12. Confidentiality
    1.     12.1.Definition: "Confidential Information" refers to any information, regardless of form, disclosed by or on behalf of a party ("Discloser") to the other party ("Recipient") in connection with this Agreement that is marked as “confidential” or should reasonably be considered confidential based on its nature and disclosure context. This includes the Agreement's existence and details in each Service Order.
    2.     12.2.Obligations: The Recipient shall use the Discloser’s Confidential Information solely to meet its obligations or exercise rights under this Agreement and shall not disclose it further. The Recipient will protect the Discloser's Confidential Information with the same degree of care it applies to its own similar information, but no less than reasonable care.
    3.     12.3.Exclusions: Information is not "Confidential" if it was known to the Recipient without a confidentiality obligation, becomes public through no fault of the Recipient, is received from another source without confidentiality restrictions, or is independently developed by the Recipient.
    4.     12.4.Legal Disclosures: The Recipient may disclose Confidential Information when legally compelled, provided it gives the Discloser reasonable prior notice and assistance to secure confidential treatment of the information, unless prohibited by law.
    5.     12.5.Permitted Disclosures: Disclosure is permitted to individuals who need to know the Confidential Information and are bound by confidentiality obligations at least as stringent as those in this section. The Recipient is responsible for ensuring these parties' compliance.
    6.     12.6.Breach and Remedies: In the event of a breach of these confidentiality obligations, the non-breaching party may suffer irreparable harm, and monetary damages may be insufficient. Therefore, the non-breaching party is entitled to seek injunctive relief and any other remedies from a court.
    7.     12.7.Aggregate Data: Notwithstanding the confidentiality provisions, the Company is permitted to use and disclose information gathered or received during the provision of Services in a non-identifiable aggregate form to develop, enhance, and market its Services or other offerings.
13. Reservation of Rights
    1.     13.1.Except for the limited license to use the Services as provided in Section 2.1 (Access and Use), Company retains all right, title, and interest in and to the Services, whether developed before or after the Effective Date. Except for the limited rights in Section 2.7 (Client Content), Client retains all right, title, and interest in and to the Client Content.
    2.     13.2.Client understands that Transmit.Live will continue to innovate and improve their Services by introducing new features, functions, and efficiencies. The Company has the right to change the Services at any time, which could include adding, removing, or changing features, services, or sources of demand. If any of these changes significantly reduce the Services' usefulness, as the Client reasonably decides, then the Client can end this Agreement by notifying the Company in writing, without having to pay extra fees, costs, or penalties, including for any lost profits or future fees. However, the Client must still pay for any Services received before ending the Agreement. Some updates to the Services will be provided to the Client for free. If the Company introduces new functions that are not free for all clients, the Client might have to pay extra or agree to new terms, which would need to be confirmed in writing by both Parties.
14. General Terms
    1.     14.1.Entire Agreement.  This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Company expressly rejects any terms included in Client’s purchase order or similar document, which may only be used for accounting or administrative purposes.
    2.     14.2.Modifications, Severability, and Waiver.  Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. However, the Company may update the SLA, the Security Policy, or the Acceptable Use Policy by giving the Client 30 days prior notice. During the 30-day notice period, Client may terminate the Agreement or affected Order Form upon notice if the update is a material reduction from the prior version and Company cannot reasonably restore the prior version or a comparable alternative. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
    3.     14.3.Construction. This Agreement has been negotiated by the Parties and will be interpreted fairly in accordance with its terms and without any construction in favor of or against either Party.
    4.     14.4.Governing Law and Chosen Courts.  New York law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the courts of New York County and each party irrevocably submits to the exclusive jurisdiction of the New York County courts.
    5.     14.5.Injunctive Relief.  Despite Section 14.4 (Governing Law and Chosen Courts), a breach of Section 12 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 12 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
    6.     14.6.Non-Exhaustive Remedies.  Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
    7.     14.7.Assignment.  Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
    8.     14.8.No Publicity.  Neither party may publicly announce the existence of this Agreement without the prior written approval of the other party.
    9.     14.9.Notices.  Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address provided on the Service Order. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
    10.     14.10.Independent Contractors.  The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
    11.     14.11.Use of Subcontractors. Company may perform any of its obligations hereunder through one or more agents, subcontractors or third-party providers, provided that Company remains responsible to Client for the performance of the Services and for the acts and omissions of any agent, subcontractor or third-party provider.
    12.     14.12.No Third-Party Beneficiary.  There are no third-party beneficiaries of this Agreement.
    13.     14.13.Force Majeure.  Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. A “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure. This section does not excuse Client’s obligations to pay fees.
    14.     14.14.Export Controls. Client may not remove or export from the United States or allow the export or re-export of the Services or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. 
    15.     14.15.Anti-Bribery.  Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Company or Client in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
    16.     14.16.Titles and Interpretation.  Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement. Capitalized words have the meanings given in this Agreement. However, if the Agreement omits or does not define a capitalized word, it shall be given its ordinary meaning.
    17.     14.17.Signature.  This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanisms. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.
    18.     14.18.Conflicts. Disputes regarding any conflict or inconsistency between these Terms and the other parts of the Agreement shall be resolved by giving precedence in the following order: (1) the applicable Addendum and its exhibits and attachments; (2) the Data Protection Addendum; (3) the Master Terms; (4) the Service Order or any other exhibits, attachments or statements of work.