Content Creator Terms & Conditions

As at November 2021

These Terms and Conditions (Ts&Cs) apply to all Content Creators – they govern your use of Vidzing once you have created an Account. By creating an Account with us you agree to these Ts&Cs.

These Ts&Cs cover your obligations as a Content Creator – if you are viewing Content as a Viewer, our Viewer terms and conditions will apply.

HOW DOES VIDZING WORK?

Vidzing is a Content platform. As a Content Creator, you can create, upload and view your Content. We bring together Content Creators like you and viewers for your Content. Vidzing receives payment for each purchase viewers make on Vidzing in relation to your Content. Although we operate the platform, when you sell Content on the platform you are transacting directly with the Viewers.

ACKNOWLEDGEMENTS

These Ts&Cs govern your use of Vidzing – they are our ‘house rules’ to create a safe environment for our whole Vidzing community.

BETA

The version of Vidzing currently available is a Beta version – continued access to and use of Vidzing may be subject to changes and additional or different terms and conditions. We make no representations as to the general availability of Vidzing in its current form and reserve the right to modify this Beta version of Vidzing and these Ts&Cs at any time without notice.

OUR TERMINOLOGY

In these Ts&Cs, words or phrases starting with a capital letter have a particular meaning and these are listed at the end of these Ts&Cs.

WHO CAN CREATE AN ACCOUNT?

You must be at least 16 years old (or the age of legal majority, if more the 16 years, in your home country) to create an Account with us.

If you are younger than 16 (or the age of legal majority, if more the 16 years, in your home country), you can only use Vidzing with your parent or legal guardian’s permission to do so.

For parents and legal guardians – You are responsible for what your child views and engages with on Vidzing. There’s a lot of content available, but it’s not all appropriate or suitable for children. By allowing your child to access Vidzing through your Account, you are responsible for your child’s activity on Vidzing, including providing appropriate supervision, monitoring and access restriction.

For businesses and other entities – If you are creating an Account on behalf of a business or other entity, you confirm that you have authority to act on its behalf and that the entity agrees to these Ts&Cs.

Agencies cannot be Content Creators and/or Account holders – If you have an agent or agency which assists you in relation to your Content, this does not affect your legal responsibility. Our relationship is with you, the Content Creator, and not your agent or agency. You will be legally responsible for ensuring that all Content posted and all use of your account complies with these Ts&Cs.

Any person, business or entity who has previously held an Account with us which has been terminated by us for any reason (i.e. misconduct or breaking our rules) is prohibited from creating an Account (including in the name of any other person, business or entity).

There are two options when creating an Account with us:

VIEWER: registering as a Viewer lets you access, view, subscribe and Engage with Content, Content Creators, and other Viewers on Vidzing.
CONTENT CREATOR: registering as a Content Creator means being able to create and make Content available to Viewers on Vidzing.

On creating an Account, you will automatically have Viewer permissions. However, to become a Content Creator, you will need to submit further information for our review and approval before we will enable Content Creator permissions on your Account. Content Creator permissions are enabled at our sole discretion and registration as a Content Creator is subject to our prior approval and additional terms and conditions.

CREATING AN ACCOUNT

Creating an Account with us means joining the Vidzing community. By doing so, you agree:

to provide all Account registration information requested (and to make sure it’s true and accurate);
to keep all your Account registration details up to date;
to keep your password secure at all times;
to let us know ASAP in writing if you suspect or know of any unauthorised use of your Account or any breach of password security, and agree to take immediate steps to resecure your Account;
we may suspend or terminate your Account, if:
- you have breached these Ts&Cs, our Codes of Conduct or any laws; or
- we consider that you pose a risk to the goodwill and reputation of Vidzing; and/or
- we believe that you pose a threat to the safety of our Vidzing community.

If you don’t provide all Account information we need, you won’t be able to create an Account with us.

REGISTRATION AS A CONTENT CREATOR

By creating an Account and applying to be registered as a Content Creator, as part of the onboarding process you consent to us (or a third party on our behalf) performing such checks and seeking relevant documentation from you, or third parties, as we reasonably need for credit, anti-money laundering and related purposes.

If you have been approved by us as a Content Creator, where you are using your account as a Viewer (for example, viewing, accessing and Engaging with other Content Creator’s Content) then our Viewer terms and conditions will apply.

ACCOUNT SECURITY

You’re responsible for keeping your Account secure. Your Account is for you only. With this in mind, if you do break the rules and allow anyone else to use your Account (or share your security with anyone so that they can sign in on another device), you confirm that those persons will comply with these Ts&Cs and agree that you will be held responsible and accountable for all activities on your Account, whether done by you or not.

Please contact us immediately if you think your Account has been compromised.

INTELLECTUAL PROPERTY POLICY

You represent and warrant that you, your Content, and your Engagement on or through Vidzing will at all times:

comply with these Ts&Cs;
comply with our Codes of Conduct; and
comply with all relevant laws.

As a Content Creator, you represent and warrant in respect of all Content you make available on Vidzing that:

it is your original work;
where relevant, you have all necessary consents, rights and/or permissions to use any third party works included in the Content (including without limitation music or other audio);
the Content doesn’t infringe intellectual property rights (including copyright);
where relevant, you have required permission from any persons included or identifiable in the Content; and
it complies with all laws (anywhere in the world);
it complies with these Ts&Cs and doesn’t breach our Codes of Conduct.

As a Content Creator you:

grant to Vidzing a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable, worldwide licence to use, publish, reproduce, copy, host, distribute, publicly display, provide access to, promote and modify all Content (in whole or in part) as required to operate the Vidzing platform (a Content Licence); and
represent and warrant, in respect of that licence, that our use of Content will not infringe any intellectual property rights.

For clarity, each Content Licence permits Vidzing (or any third party on its behalf) to use Content for marketing, promotional, advertising or other related purposes in any form.

Content Creators grant Vidzing a right to download and store copies of all Content made available on Vidzing for the purpose of fulfilling subscription or Content related obligations to Viewers. For clarity, we may continue to make Content available to Viewers after your Account has been deactivated, suspended and/or terminated in order to fulfil access obligations to Viewers who have purchased your Content.

We grant Content Creators a limited, non-exclusive, non-sublicensable, right to use the VIDZING brand to promote their Content, Channel and Vidzing, provided that such use is in accordance with our Brand Guidelines. Use of the VIDZING brand is at your own risk and responsibility and we make no warranties in respect of the same.

You agree not to do anything which compromises or negatively impacts the VIDZING brand.

RECORDINGS

You may record live and interactive forms of Content, provided that you notify Viewers and Users that the Content is being recorded and identify when Content recording is enabled throughout the duration of the recorded Content.

You will receive a notification or an identifying message when Content recording is enabled. If you do not consent to being recorded, you should not Engage with, access, interact with or otherwise participate in such Content.

FAIR USE POLICY

As a Content Creator, you are:

the owner of (and/or rights holder in) all Content you make available on Vidzing; and
legally responsible and liable for all Content you make available on Vidzing.

We are not under any obligation to host or make available any Content.

Where Viewers purchase and/or subscribe to Content, including where you make any Content available for purchase before it has been created or made available on Vidzing (such as pre-sale of attendance at live Content, subscription based Content etc) you represent and warrant that:

the Content which is delivered will align with all Content information, descriptions and other details published in relation to that Content; and
you will make the Content available at the time(s) intended and published; and
you will let Viewers know as soon as possible if there are any changes to the form, format and/or timing of purchased and/or subscription-based Content.

You are solely responsible for complying with the obligation above.

ENFORCEMENT OF CONTENT TERMS

You may set terms of use in relation to your own Content, including restrictions, format availability, access duration, and other limitations about how Viewers can use your Content (Content Terms).

You may set different Content Terms in respect of different Content. Content Terms must not contradict these Ts&Cs, our Viewer Ts&Cs, and/or our Codes of Conduct.

Where you have any Content Terms, the Content Terms must be confirmed and provided to Vidzing before we will upload the Content to Vidzing and allow access to and purchase of the Content (whether on a pre-purchase or other basis) to ensure that the terms are available to Users at the time of purchase. You are not permitted to change any Content Terms once the Content has been purchased.

Where you have set any Content Terms in respect of your Content, it is your sole responsibility to moderate and monitor Viewer compliance with those Content Terms. We take no responsibility in respect of Viewer or User compliance with or enforcement of your Content Terms.

PLATFORM FEES & PAYMENT

You agree to pay the Platform Fees on a monthly basis in advance or as otherwise agreed in the Payment Schedule (the Payment Schedule will take precedence).

You consent to us charging your nominated credit card or other payment method all Platform Fees due and owing for your Account.

You confirm and agree that in the event we are unable to process the Platform Fees associated with your Account that we may (at our sole discretion):

deduct the Platform Fees from any Content Revenue Proceeds; and/or
suspend and/or terminate your Account (and recover any outstanding unpaid Platform Fees from you as a debt).

The Platform Fees may be reviewed by us from time to time. We do not intend to make unreasonable increases, but note that our costs to deliver Vidzing may change and we may look to recover those through the Platform Fees. We will notify you of any changes on at least 60 days’ notice. If you do not agree to the changes, then you may terminate your Account within that 60-day period in which case your Account will be deactivated in accordance with these Ts&Cs. If you do not terminate your Account in accordance with this clause, you will be deemed to have accepted the changes to the Platform Fees.

CONTENT FEES AND PAYMENTS

You are responsible for setting the Content Price to allow Viewers to access your Content, provided that the minimum Content Price for Content is $5 United States Dollars (or the equivalent in your chosen currency based on current exchange rates) or as otherwise agreed in the Payment Schedule (the Payment Schedule will take precedence).

You may request to make Content available for free [or at a lower Content Price], although there may be a charge for you to do this.

Vidzing charges a Service Fee which is added to the Content Price and collected directly from Viewers by Vidzing.

You authorise us (via our third party payment provider) to process payment of the Content Price from Viewers on your behalf.

We will:

collect the Content Price from Viewers for all Content (which we collect on your behalf);
collect the Service Fees (which we collect on our own behalf); and then
deduct from the Content Price:
- the Payment Processing Fees; and
- any Taxes (if applicable).

The remainder comprises the Content Revenue Proceeds.

From the Content Revenue Proceeds, we will deduct:

any refunds due (where they have not already been processed);
any unpaid Platform Fees; and
any other amounts that you owe to us (for example, under the indemnity below).

The remainder comprises the Net Content Revenue Proceeds.

For clarity, the Service Fees are paid directly to Vidzing and Content Creators have no entitlement to any Service Fees.

We will pay the Net Content Revenue Proceeds to your nominated bank account 10 working days after:

we receive the Content Price from the Viewer for video on demand Content; and/or
the conclusion of any live or interactive event.

Note that it may take a number of days for the payment to appear in your nominated account.

Where it is identified that any Content Price, Service Fee, Platform Fees or other charges have been charged or paid incorrectly due to an error with the Vidzing platform, we will work with you and you are required to work with us in good faith to address the problem and agree a fair solution.

Our payments to you will be reflected in your local or chosen currency, at the exchange rate determined and controlled by our third party payment provider. Any fees from your bank and/or other payment provider for currency conversion, transfer fees or related charges are your responsibility and may be deducted by these entities from any amounts paid to you.

If at any time we dispute any amount that you believe we owe to you in relation to Net Content Revenue Proceeds, you agree that we do not have to pay the disputed amount until the dispute is resolved, but we will pay any undisputed amounts.

We reserve the right to withhold all or part of any Net Content Revenue Proceeds due to you but not yet paid out:

if we reasonably think that you have or may have seriously or repeatedly breached any part of these Ts&Cs; and/or
if we suspect that all or any part of Net Content Revenue Proceeds result from unlawful activity, either by you or the User resulting in the Net Content Revenue Proceeds,

for as long as is reasonably necessary to investigate the actual or suspected breach by you or the suspected unlawful activity (as applicable).

If an investigation confirms either or both of the situations noted above regarding breach or unlawful activity, then we may notify you that you have forfeited the relevant Net Content Revenue Proceeds.

Without prejudice to any other right or remedy, we reserve the right to set off any amount owing at any time from you to us against any amount payable by us to you under these Ts&Cs.

Where you change the Content Price in respect of Content (including through any promotion and/or discount):

changes must not be applied retrospectively (including to subscription-based Content); and
you must notify Users of the terms and details of the changes.

TAX

As a Content Creator, you are responsible for determining and meeting your own tax obligations under any applicable laws in any jurisdiction, including to report, collect, remit, or include in your Content Price any applicable Taxes. We are not responsible or liable for any non-payment of any Taxes by Content Creators.

You agree that the Content Price is inclusive of any Taxes.

If we determine that we are required by law to report, withhold, deduct, collect, or remit, any Taxes on your behalf, you indemnify us from and against any such amount and instruct and authorise us to deduct any amount from any payment to you to that we determine is necessary to meet the tax obligation. We are not required to gross-up any payment to you or to otherwise reimburse you for the amount. If we fail to make any withholding, deduction, collection, or remittance on account of any Taxes, you agree to reimburse us for the amount and authorise us to recover the amount from you (including by deducting the amount from any future payments due to you).

PROMOTING TAX COMPLIANCE

We recommend that all Content Creators seek professional tax advice to ensure you are compliant with your local tax rules, based on your individual circumstances.
By using Vidzing as a Content Creator, you warrant (which means you make a legally enforceable promise) that you have reported and will report in the future the receipt of all payments made to you in connection with your use of Vidzing to the relevant tax authority in your jurisdiction, as required by law.
By using Vidzing as a Creator you warrant (which means you make a legally enforceable promise) that you will at all times comply with all laws and regulations relating to tax which apply to you.
For the avoidance of doubt, you are responsible for your own tax affairs and Vidzing is not responsible or liable for any non-payment of tax by Content
We reserve the right to close your Vidzing account if we are notified of or become aware of any tax non-compliance by you.

REFUNDS AND CONSUMER GUARANTEES ACT 1993

Content Creators and Vidzing are both parties in trade, and agree that Vidzing is provided to Content Creators for a business purpose, and accordingly the provisions of the Consumer Guarantees Act 1993 (CGA), and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986, are specifically excluded between Vidzing and Content Creators.

Despite this, in some limited instances, Content Creators may be considered ‘consumers’ for the purposes of the CGA. In this situation, nothing in these Ts&Cs affects any rights that Content Creator may have under the CGA.

Each contract for the sale of Content through the Vidzing platform is between the Content Creator and the Viewer. As the Content Creator, you are responsible for complying with the terms of such contract and with the laws associated with the supply and sale of Content. Accordingly, but without limiting any other responsibilities you may have, you, as Content Creator, are the supplier (as defined in the CGA) of Content to Viewers, and are liable for all refunds, returns and warranty claims by Viewers, including under the CGA.

Our general policy is no refunds. You acknowledge and confirm that you are solely responsible and liable for handling and issuing any refunds in respect of your Content and complying with all consumer related laws, including the CGA (subject only to the below).

Where a Viewer contacts us in relation to your Content (including to request a refund), we will work with you and the Viewer in the first instance to find a solution. You agree to work with us in good faith to resolve the matter in the first instance.

Where a Viewer:

has consumer rights under the CGA in respect of a refund;
has paid Fees in respect of any Content which is not delivered or is removed from Vidzing earlier than it should be (in breach of the duration of their access rights);
has paid Fees in respect of Content which does not reasonably reflect the details and information initially provided about the Content or which breaches our Codes of Conduct; and/or
has paid Fees in advance for scheduled Content which is ultimately cancelled or changed,

we reserve the right to issue a refund to the Viewer and deduct the refund amount from any Content Revenue Proceeds due to you.

In the event that any refunds are issued to Viewers, you acknowledge and confirm that we are not required to refund or return any Service Fee, Payment Processing Fee or Platform Fees in respect of the relevant Fees/transaction subject to the refund.

Where you receive any communication from Viewers, you agree to provide customer service in accordance with reasonable standards expected by consumers.

If a Viewer successfully seeks a refund or chargeback from their credit card provider in respect of a Viewer Payment before we have paid any resulting Net Content Revenue Proceeds to you, we may investigate and deduct from any Net Content Revenue Proceeds due but not yet paid to you an amount equal to the charged-back or refunded amount(s).

CONTENT GUIDELINES AND RESTRICTIONS

No unacceptable Content
You agree not to Engage or to create or make available on Vidzing any Content which:

breaches these Ts&Cs;
breaches our Codes of Conduct; and/or
is illegal or breaches any law(s);
contains any malicious code, such as computer viruses, worms, time bombs, Trojan horses and ransomware;
defames, harasses, abuses, threatens or defrauds any other person (in any form);
misleads or deceives Viewers;
constitutes political propaganda or electoral broadcasting;
is pornographic or depicts explicit sexual or sexualised acts;
is discriminatory and/or racist;
is overly violent or graphic;
features or promotes the use or sale of firearms;
promotes the sale or (excessive) consumption of alcohol; and/or
includes hate speech or otherwise promotes violence or hatred against any individual or groups.

No advertising and marketing as predominant purpose

Vidzing may allow Content to be sponsored or contain advertising to the extent this is permitted in the Payment Schedule. Otherwise, any Content with the predominant purpose of being, or Content that contains, advertising, marketing or similar advertisements is prohibited and will be removed.

No competitions and gambling

You are strictly prohibited from conducting, offering, participating in or otherwise condoning any competitions, gambling, game of chance or related activities through the Platform and/or in relation to any Content.

To be clear – if you violate or we consider you have violated any of or our Codes of Conduct, we reserve the right to (temporarily or permanently) remove the problematic Content, suspend or terminate your Account, and take any other actions we consider necessary and appropriate to protect Vidzing and our community.

You represent and warrant that you are responsible for and will include appropriate warnings, age restriction notifications and access barriers to any Content required in accordance with our Codes of Conduct and any laws.

REPRESENTATIONS

We don’t give any warranties about the accuracy, reliability or completeness of Content available on Vidzing. You are in charge of and responsible for any actions you take as a result of or in reliance on any Content.

You are solely responsible and liable for all statements, representations, warranties, opinions, beliefs, instructions, advice or other depictions in any Content, including the accuracy, reliability and completeness of these.

All statements, representations, warranties, opinions, beliefs, instructions and/or advice in any Content are made by or on your behalf. We do not endorse any of your Content or the views, positions or opinions represented in any Content.

CHILD SAFETY RULES

Keeping our younger communities safe is our top priority. Our Child Safety Rules are in place to ensure that any Content or Engagement which endangers the emotional and/or physical wellbeing of children is managed appropriately. We consider children as anyone under the legal age of majority in their home country (which is generally anyone 18 years or younger).

Any Content or Engagement which includes the sexualisation of minors in any manner is illegal and prohibited from Vidzing at all times. Vidzing may have responsibilities to report such Content to law enforcement agencies.

Content which endangers the emotional and physical wellbeing of children means Content which includes any of the following:

Exposure to themes which could cause emotional distress for minor (such as mature themes, abuse, coercion and violence);
Nudity, sex and pornography;
Drugs and other illicit content;
Obscenity and profanity;
Cyber bullying and harassment;
Violent, disturbing, dangerous or harmful acts involving minors.

You acknowledge and confirm that age restrictions, access barriers and warnings are in place for a reason. You are responsible for ensuring that any such Content is protected with age restriction notifications and appropriate warnings both in the Content description and at the beginning of the Content to notify Viewers before the substantive Content formally begins.

COMMUNITY GUIDELINES

We want Vidzing to be a place which promotes positive and respectful interactions within the Vidzing community, where Viewers and Content Creators can Engage with each other and with Content in a safe environment.

We have a zero-tolerance policy towards any Content, Engagement or activity on Vidzing (comments, messages etc) which is threatening, constitutes harassment or bullying; and/or is intended to shame or insult any person or group of persons.

MENTAL HEALTH GUIDE

Mental health is important to us and we want to make sure that Vidzing has an overall positive impact on our community’s health and wellbeing. We support our Content Creators and Viewers sharing Content which discusses their experiences with mental health and related themes (including from an educational perspective).

However, we do not condone or allow any Content which promotes, trivialises and/or glorifies (directly or indirectly) self-harm, suicide or any related themes.

If you come across any Content or Engagement which you think expresses suicidal, self-harm or related themes, please report/flag these to us immediately.

CODES OF CONDUCT

We want Vidzing to be a safe and inspiring platform for all our community members. That means treating each other with respect and being respectful of other Viewers, Content Creators and Content, even if you don’t necessarily agree with someone or something, or if it’s different to your personal beliefs and ideals.

By using Vidzing you acknowledge that other Users may express opinions or beliefs which are different to yours, or which you don’t agree with, but which don’t necessarily breach our Codes of Conduct.

That being said, we have a zero-tolerance policy to any Content or Engagement which goes against our Codes of Conduct.

You are bound by and agree to comply with our Codes of Conduct at all times on Vidzing.

We don’t allow Content or Engagement which violates any laws or our Codes of Conduct. You confirm that you will at all times adhere to our Codes of Conduct in relation to your use of Vidzing, including your Engagement with other Viewers, Content Creators and Content on Vidzing.

Our community plays an important part in monitoring content and cultivating a safe User experience on Vidzing. If you see any content on Vidzing which you think we should know about then you can flag the content for review.

We reserve the right to take any action which we deem appropriate against Viewers and/or Content Creators who engage in activity, behaviour or Content on Vidzing which breaches these Ts&Cs and/or our Codes of Conduct in accordance with our Enforcement and Takedown Policy.

ENFORCEMENT AND TAKEDOWN POLICY

Where:

any Content is flagged or reported for any reason (by our moderator team, a User or any third party);
any Content breaches or we consider it could breach these Ts&Cs and/or our Codes of Conduct;
any Content infringes or we consider it could infringe any third-party intellectual property rights; and/or
we are required to do so by any law

we the reserve the right to:

moderate comments, messages, feedback and other Engagement functions available through Vidzing;
temporarily or permanently remove the Content;
require a Content Creator to modify or amend the Content to address any breach(es) and/or non-compliance;
implement age restriction or other warning mechanisms (or require a Content Creator to do so);
issue a warning to any Viewer(s) and/or Content Creator(s);
suspend or terminate the Account(s) involved;
ban any person or entity from using Vidzing or having an Account in future; and/or
report or notify law enforcement agencies.

Where possible, we try to educate our Content Creators of the reason(s) for any moderation or other action required to avoid similar issues in future and create a safer community going forwards.

We reserve the right to delete any comments, messages or other forms of Engagement which we consider go against our Codes of Conduct or violate any laws.

CONTACT AND CUSTOMER SERVICE

If you want to chat to us about Vidzing, please get in touch via our Contact page.

If you have a query or complaint, please submit a form. We’ll review your form and will contact you to discuss next steps.

CHANGES TO VIDZING

We may change, adapt, alter, reconstruct, deconstruct and/or discontinue Vidzing, or any parts of it. Changes might relate to performance improvements, security enhancements, functionality, operational aspects and/or legal changes which require us to make adjustments, however this is not an exhaustive list.

You probably won’t even notice a lot of these changes as they won’t affect your day-to-day experience on Vidzing. However, where we’ve made any changes which mean Vidzing, as you know (and love!) it, has changed in any material way, we’ll do our best to notify you about those changes (such as a pop-up when you log in to your Account).

However, you understand and agree that there will be times when we make changes without notice, including where we feel we need to take action to improve security, stop offensive and harmful behaviour, or comply with any legal requirements.

From time to time, we may offer access to new/additional Vidzing functions which are classified as Beta services. Access to and use of Beta services may be subject to additional terms and conditions. We make no representation that any Beta version will be made permanently available and reserve the right to discontinue, modify, reconfigure or change any Beta services.

REPRESENTATIONS AND WARRANTIES

By creating an Account you represent and warrant that you:

meet the minimum age requirements to hold an Account;
will not breach these Ts&Cs and our Codes of Conduct;
will not engage in any Engagement activity which artificially increases any engagement or other metrics associated with Content (such as likes, views and comments);and
will not send junk mail or spam to any Vidzing Users.

INDEMNITY

You agree to indemnify us in full against all direct loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by us as a result of or in connection with:

any improper use of your Account or Content;
Viewer/consumer claims or regulator investigations in relation to the Consumer Guarantees Act 1993, Fair Trading Act 1986 or any other law in relation to any of your Content or your dealings with Viewers;
an infringement or alleged infringement of any third party intellectual property rights by or in connection with your Content;
your breach of these Ts&Cs; and/or
use of your Account in a way which breaches any law.

ACCOUNT DEACTIVATION

You may deactivate your Content Creator Account by submitting a request.

Once your Account has been deactivated, you will no longer have access to your Account and any Content you had created and made available on Vidzing.

Please think carefully before deactivating your Account. If you create a new Account with us in future, you will not have access to any of the Content or other functions available through your previous Account.

ACCOUNT SUSPENSION AND TERMINATION

We reserve the right to suspend and/or terminate your Account with immediate effect if, at any time you:

breach these Ts&Cs;
fail to comply with any of our reasonable directions regarding your Content, Account or behaviour/conduct on Vidzing;
bring us, or the VIDZING brand into disrepute;
breach our Codes of Conduct (as determined at our sole discretion); and/or
fail to pay any Platform Fees or other payments due.

Where we terminate your Account for any serious breach or misconduct, we may, at our sole discretion, ban you from holding an Account with us in future.

USER REQUIREMENTS

To access and use the Vidzing platform you will require internet access, a compatible device and certain software. You acknowledge and confirm that your access to and use of Vidzing may be affected by the performance of these factors and that managing these is your responsibility.

LINKS TO OTHER SITES

There may be links to third party websites on Vidzing which we don’t own or control. We take no responsibility for the content, validity, accuracy or use of any other website.

UPDATES TO THE Ts&Cs

We may make changes to these Ts&Cs from time to time. If we make any material changes then we’ll let you know by including a notification (or something similar) when you log in to your Account. If we make changes that will have a material adverse effect on you then we will endeavour to provide a reasonable period of notice, but we are not required to provide more than 60 days’ notice. If you do not agree to the changes, then you may terminate your Account in which case your Account will be deactivated in accordance with these Ts&Cs. If you do not terminate your Account within any notice period provided, you will be deemed to have accepted the changes to the Ts&Cs.

NOTICES

Any notices will be deemed to be delivered to and received by you on that date that we issue them to the email address that we hold on file for you or to your Account.

PRIVACY AND COOKIES

Privacy is important to us! By creating an Account with us, all personal information (including cookies) will be managed in accordance with our Privacy Policy.

As a Content Creator, we may provide you with Viewer personal information where they have purchased your Content and/or subscribed to your Channel(s).

You represent and warrant in respect of any Viewer personal information that you:

will manage all Viewer personal information in accordance with our Privacy Policy and all applicable laws;
will only use the personal information to the extent necessary to facilitate your relationship with the Viewer and their access to your Content;
will implement appropriate security measures to protect the personal information from any unauthorised use, access, disclosure, loss or modification;
are responsible and liable for the management of that personal information;
will procure that any of your employees, officers, agents and/or personnel acting on your behalf comply with the same.

Cookies are small bits of data that are stored in your browser or device. When you access Vidzing, we collect cookies so that we can provide you with a tailored browsing experience and remember your preferences each time you visit us.

Cookies don’t identify you personally and you can opt to block or delete cookies. Just bear in mind that some parts of our platform may not function as intended.

All cookies are managed in accordance with our Privacy Policy.

NO WARRANTY

We do our best to keep Vidzing running smoothly, but we can’t promise there won’t be a few interruptions along the way. Vidzing may be temporarily unavailable or not work as expected at any time, including due to:

maintenance or unavailability of third-party software or services which we rely on; and/or
upgrades, updates or other maintenance on our systems.

Vidzing is provided on an ‘as-is’ and ‘as available’ basis, without any warranties or guarantees about functionality, fitness for purpose, operational capacity or non-infringement of third party rights. You won’t be entitled to any compensation or other reimbursement in the event Vidzing is unavailable or not working as expected. You confirm that your acceptance of these Ts&Cs is based on your own investigations.

You accept sole responsibility for the legality of your actions on/through Vidzing under all laws and that, to the maximum extent permitted by law, Vidzing has no responsibility for the legality of your actions.

We’re only human – we may mistakes in relation to managing Content on Vidzing, but we’ll always try to resolve any issues identified.

LIMITATION OF LIABILITY

Unless the CGA applies to you and subject to the exceptions noted below, our liability to you for damages (for any breach of contract, in tort (including negligence), in equity, by operation of law or otherwise), as a Content Creator, is limited to the lower of:

the Platform Fees for the month in which the incident occurred; or
the amount we have earned through your use of Vidzing in the year prior to the claim giving rise to liability; or
one thousand New Zealand dollars (NZ $1,000) over the course of our relationship with you.

However, there is no limitation on our liability to pass through the Net Content Revenue Proceeds.

To the extent permitted by law, Vidzing is not responsible or liable to you for any loss, damages, costs or expenses caused by or arising out of:

any errors, mistakes or inaccuracies;
any interruption or cessation of Vidzing;
any Content, including your use of Content; and/or
the removal or unavailability of any Content.

Unless the CGA applies to you, Vidzing is not liable to you for any incidental, special, indirect, and/or consequential damages.

DISPUTE RESOLUTION

If you have an issue with Vidzing (including in relation to any Content, Viewers or Content Creators), please reach out to us in the first instance.

If you raise a dispute, you agree to work together with us to try and resolve it. You and we agree that any disputes which aren’t able to be resolved between us, will be referred to mediation to be held in Auckland, New Zealand. You agree and submit to the non-exclusive jurisdiction of the New Zealand courts in respect of any dispute arising out of these Ts&Cs and/or Vidzing generally, except that all claims brought against Vidzing shall be brought exclusively in the New Zealand courts. You agree that any dispute must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

GENERAL

These Ts&Cs are governed by New Zealand law.

No waiver of any breach of these Ts&Cs shall be deemed to be a waiver of any other, or any subsequent breach. No failure or delay by any party in exercising any rights under these Ts&Cs shall operate as a waiver, nor shall any single or partial exercise preclude any other or future exercise of any right under these Ts&Cs.

If any clause of these Ts&Cs is held to be invalid, illegal or unenforceable, it will be severed and the remainder of the Ts&Cs will remain in full force and effect.

OUR TERMINOLOGY

In these Ts&Cs, when we say:

“Account” we mean a registered Vidzing account with Viewer and/or Content Creator permissions.
“Channel” we mean the channels through which Content Creators can make Content available.
“Codes of Conduct” we mean our:
- Content Guidelines and Restrictions;
- Intellectual Property Policy;
- Fair Use Policy;
- Child Safety Rules;
- Community Guidelines; and
- Mental Health Guide.
“Content Creator” we mean Users who have registered (and been approved by us) as a Content Creator with Account permissions to upload or otherwise make Content available on Vidzing.
“Content Revenue Proceeds” we mean the revenue generated by a Content Creator through Viewer Payments, less Payment Processing Fees, and applicable tax.
“Content” we mean any content uploaded, sent, recorded, published, attended, transmitted or otherwise made available on Vidzing in any form, including videos, audio, livestreams, on-demand, digital, interactive connectivity including webinars, audio calls, video calls, hangouts, conferencing, or other format whether live or pre-recorded (as well as the description, details or other information about the Content, and all Engagement in any recorded format such as comments and messages).
“Content Price” we mean the price a Content Creator sets to allow Viewers access to Content whether by single transactions and/or subscription-based payments and/or other commercial models (such price to be inclusive of any Taxes).
“Engage” and “Engagement” we mean your behaviour and engagement with or in Content, other Viewers and Content Creators, and the way that you use Vidzing, including comments, messages and interactions and/or participation in any live or real-time format Content.
“Free Trial” we mean a promotion offered to Viewers by Content Creators to access certain Content without paying Fees, in accordance with certain limitations, conditions and for a limited/prescribed period.
“Operational Fees” we mean the fees paid by Content Creators to Vidzing for operational and other functions of Vidzing, including in respect of transcoding, viewing, egress, music licensing, editing, artificial intelligence, Content tagging, content delivery network, and digital rights management, as set out in the Payment Schedule.
“Payment Schedule” we mean the schedule setting out all agreed fees, including any Platform Fees, Payment Processing Fees and Service Fees.
“Payment Processing Fees” we mean the per transaction payment processing fee, charged as a percentage of the transaction total, as set out in the Payment Schedule.
“Platform Fees” we mean all the fees paid by Content Creators to Vidzing for Content Creator permissions and Vidzing functions as set out in the Payment Schedule including the:
- Subscription Fees;
- Operational Fees; and
- any other fees as set from time to time.
“Service Fee” we mean the service fee Vidzing collects on all Content, which is added to the Viewer Payment paid by Viewers to access Content at the agreed rate set out in the Payment Schedule.
“Subscription Fees” we mean the subscription fees paid by Content Creators to Vidzing for access to the Content Creator permissions on Vidzing, as set out in the Payment Schedule.
“Taxes” means all forms of taxation and includes any goods and services, value added, sales or use taxes, tariffs, excise, duties or similar taxes, chargeable or imposed in any jurisdiction.
“Ts&Cs” we mean these Content Creator Terms and Conditions.
“User” we mean a Viewer or Content Creator, as the context requires.
“Vidzing” we mean the Vidzing platform and ecosystem and/or Vidzing Limited as the context requires.
“Viewer” we mean Users who have registered as a Viewer for the purpose of accessing Vidzing Content.
“We”, “us” and “our” we mean Vidzing Limited and our related entities.
“You” or “your” we mean you – the Content Creator.

Where you are a Content Creator, these Ts&Cs are intended to confer a benefit on Viewers who have rights under the Contract and Commercial Law Act 2017 to enforce their rights under these Ts&Cs against you.

INTERPRETATION

In these Ts&Cs:

all references to fees, price and other payments are inclusive of applicable Taxes and will be paid in the currency you have selected, or where you have not selected a currency, the Content Creator’s chosen currency;
references to a party include its successors, assigns, executors and administrators;
references to any documents are references to those documents as modified, varied, replaced or amended from time to time;
if there’s any inconsistency between these Ts&Cs and our Terms of Use, these Ts&Cs shall take precedence;
references to ‘includes’ means broadly, without limitation; and
references to any law include any changes, updates and/or amendments to that law which come into force from time to time.

Date: November 2021