MONETIZEHQ INC. TERMS OF SERVICE
MonetizeHQ Inc. (“MonetizeHQ”, “We”, “Us”) owns and operates the MonetizeHQ mobile applications (the “App”) and website, available at monetizehq.me (the “Website”) which We use to make available the MonetizeHQ platform (“Platform”) and our paid video application services (collectively the “Services”).
1. MONETIZEHQ PLATFORM
1.1 Services. The MonetizeHQ Platform allows individuals who are registered on the Platform (“Content Owner”) to host and share photos, videos and other content (“Content”) with users who subscribe to their Content pages (“Viewers”). Content Owners can use the Services to create “Content Pages” to sell licenses and subscriptions to their Content.
1.2 Terms of Service. These Terms of Service (the “Terms”) apply to all visitors and users of the Website and Services (“you,” “your,” and “Users”), including Content Owners and Viewers. MonetizeHQ may modify these Terms at any time in our sole discretion by posting a notice on the Website or App. Any changes will take effect 30 days from the date of posting of an update to these Terms.
2. REGISTRATION AND ACCOUNTS
2.1 Registration. In order to use MonetizeHQ’s Platform, Users must register for an account through MonetizeHQ.
2.2 Eligibility. By registering for an account, You represent and warrant that all information provided is accurate. If you register as a business entity or other organization, you represent that you have the authority to bind the entity to this agreement and other related agreements. The Services may only available in certain locations.
2.4 Billing Account. Users of the Services are required to provide valid credit card information or other acceptable payment information in order to register for the Services (collectively known as “Billing Account”), which will be provided to MonetizeHQ’s third-party payment processor (“Payment Processor”). You shall promptly advise MonetizeHQ if such your Billing Account changes due to loss, theft, cancellation, expiry, or otherwise, and Users shall be liable for any failure to pay fees caused by out-of-date billing information.
4. PAYMENT TERMS
4.1 Service Fees. For every Content subscription or license sold through the Services, Content Owners agree to pay a service fee to MonetizeHQ equal to a percentage of the fees charged by Content Owners, which will be displayed to the Content Owner when the Content Owner sets up a Content Page (“Service Fee”). Following purchase of the Content, subject to Section 4.3 below, MonetizeHQ will remit to Content Owner the Content Fee owed to the Content Owner, less the Service Fee, pursuant to the terms of the agreement between Content Owner and Viewer, and such payment shall be considered the same as though payment was made directly from the Viewer to the Content Owner. MonetizeHQ reserves the right to change the Service Fee at any time.
4.2 Content Fees Charged by Content Owners. Viewers are not charged any service fees by MonetizeHQ but will need to pay any Content fees charged by the Content Owner (“Content Fee”). When a Viewer accesses Content using the Services, the Viewer agrees to pay the full amount of the Content Fee, plus applicable taxes and/or fees, which will be charged to the credit card on file of the Viewer using the Billing Account provided.
4.3 Taxes. Content Owners are solely responsible for calculating, withholding and/or remitting any taxes related to Content Fees. MonetizeHQ will be responsible for calculating and remitting taxes on any Service Fees. Content Owner agrees to indemnify Monetize, and each of its officers, directors, employees and agents and hold them harmless against any and all losses, taxes, damages, liabilities, and claims arising out of the calculation, remittance or withholding of any applicable taxes, except as it relates to the Service Fee.
4.4 Payment Method. Users hereby agree that all payments will be processed using MonetizeHQ’s third-party Payment Processor, Stripe, and that all such payments will be governed by the Payment Processor’s terms and conditions available at https://stripe.com/ca/legal or as otherwise published by the Payment Processor. By subscribing to the Services, you authorize MonetizeHQ to charge your Billing Account in accordance with these Terms.
6. LICENSE; INTELLECTUAL PROPERTY
5.1 License. Subject to your compliance with these Terms and your payment of any of MonetizeHQ’s Fees owed hereunder, MonetizeHQ grants you a non-transferable, non-exclusive, license to access and use the Website and the Services (the “License”) and to download a copy of the App. Except as explicitly provided herein, nothing in the Terms gives you a right to use the MonetizeHQ names, trademarks, logos or other distinctive brand features without our prior written consent. The App is licensed, not sold.
5.2 Reservation of Rights. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “MonetizeHQ Content”), and all intellectual property rights related thereto, are the exclusive property of MonetizeHQ and its licensors. Use of the MonetizeHQ Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
5.3 Feedback. You may choose to, or we may invite you to submit comments or ideas about the Website, App, and Services, including but not limited to, about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place MonetizeHQ under any fiduciary or other obligation, and that we are free to use the Feedback without any compensation to you, and free to disclose the Feedback on a non-confidential basis or on any other basis, to anyone.
5.4 User Content. MonetizeHQ does not claim ownership of the data, materials and/or content created, uploaded or otherwise transmitted by you through use of the MonetizeHQ Website, Platform App or Services, including but not limited to documents and chat logs (“User Content”). However, by using the Website, Platform, App and/or Services, you grant MonetizeHQ a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of providing the Services.
MonetizeHQ may impose certain limitations on the use of the Website or Services, including, but not limited to restricting the number of accounts for which you may register, and/or imposing charges for certain features of the Services. You agree to use the MonetizeHQ Website and the Services only for purposes as permitted by these Terms. MonetizeHQ reserves the right to modify or impose any limitations on the use of the MonetizeHQ Website and the Services at any time, with or without notice to you. We also reserve the right at all times to terminate any use of the MonetizeHQ Platform at any time without any liability whatsoever. In using the MonetizeHQ Website and/or the Services you shall not:
(a) intentionally or unintentionally violate any of these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone;
(b) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the MonetizeHQ Website or the Services;
(c) upload, post, email, transmit or otherwise make available any material that:
• is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
• you do not have a right to make available under any law or under a contractual relationship;
• infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
• is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
• contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
(d) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the MonetizeHQ Website, Platform or any software provided by us;
(e) use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
(f) “stalk” or harass any other User of our Services or collect or store any information about any other User other than for purposes of transacting with one another;
(g) register for more than one User account or register for a User account on behalf of an individual other than yourself;
(h) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
(i) use automated scripts to collect information or otherwise interact with the Services or the Website;
(j) access or use the Website or Services for the purpose of copying any feature of the Website or Services or building a competitive product; or
(k) advocate, encourage, or assist any third party in doing any of the foregoing.
You agree to defend, indemnify and hold MonetizeHQ, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any content you create, submit, post, transmit, or otherwise make available through the Website or Services; (b) your use of the Website or Services; (c) any dealings between you and any persons whom you send or otherwise transmit links or any content to using the Service, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another, including any intellectual property rights or privacy rights; or (f) your violation of any contract you enter into with another User of the Service. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
8. TERM; TERMINATION
8.1 Termination by Monetize. MonetizeHQ may, at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms, or any other policies or guidelines that are referenced herein and/or posted on the Website or through the Services; (b) discontinuance or material modification to the Services or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the MonetizeHQ Website or the Services to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by MonetizeHQ in its sole discretion, and MonetizeHQ will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.
8.2 Closing of Account by User. At any time, a User may terminate the User’s account, provided that all amounts owed to MonetizeHQ have been paid.
9. THIRD-PARTY CONTENT
9.1 Advertisements. You acknowledge and agree that the Website may contain advertisements from third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that MonetizeHQ shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
9.2 Links. The Website may contain links to other websites that are not owned or controlled by Monetize. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by MonetizeHQ of that third party, third-party product or service. MonetizeHQ is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) or any advertisements does not imply that MonetizeHQ endorses or accepts any responsibility for the content or use of such websites, and you hereby release MonetizeHQ from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS
THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND ON AN “AS AVAILABLE” BASIS. MONETIZEHQ SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE MONETIZEHQ WEBSITE AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MONETIZEHQ OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
11. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL MONETIZEHQ BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (A) YOUR USE OF OR YOUR INABILITY TO USE THE MONETIZEHQ WEBSITE OR THE SERVICES, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (C) ERRORS, MISTAKES, OR INACCURACIES IN ANY INFORMATION AVAILABLE ON THE WEBSITE OR PLATFORM, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE MONETIZEHQ WEBSITE, OR (E) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WHOM YOU SEND OR TRANSMIT ANY CONTENT TO USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MONETIZE’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIVE HUNDRED CANADIAN DOLLARS ($500) OR (B) ALL MONETIZE’S FEES YOU’VE PAID IN THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
12. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by the laws in effect in the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. Subject to the Arbitration terms below, the courts of the Province of Ontario located in Toronto shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the MonetizeHQ Website or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
13. ENTIRE AGREEMENT
14. ENGLISH LANGUAGE
It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
15. CONTACT US
If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the MonetizeHQ Website or the Services, please contact us at: [NTD: Confirm].
Last Modified: October 13, 2019