Terms of Service

  1. DEFINITIONS
  • “AFSA” means Arbitration Foundation of Southern Africa.
  • “agreement” means this service level agreement inclusive of all annexures attached hereto and agreed by both parties.
  • “commencement date” means the date as stipulated in clause 2.1.
  • “event of force majeure” includes but is not limited to fires, load shedding, disruption of mobile networks, disruptions of internet connections, strikes (of its own or other’s employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority.
  • “indulgence” means relaxation, indulgence or delay.
  • “initial period” means the first duration of this agreement as specified in clause 2.1.
  • “the parties” means the Service Provider and the Content Creator collectively.
  • “renewed period” means the renewed period after the initial period in terms of clause 10.1.
  • “VAT” means value added tax as prescribed from time to time.
  1. DURATION
  • The agreement will commence immediately once the Service Provider approves of the Content Creator's application and will endure for a period selected by the Content Creator on the online application.
  1. SERVICES
  • The Service Provider will provide to the Content Creator the usage of Service Provider’s TV studio, including the use of the TV studio’s infrastructure, producer and technical producer (“the services”).
  • In exchange for the usage of the TV Studio, the Content Creator accept to give full right of usage, distribution and monetization of content to the Service Provider.
  • The Content Creator agrees that no less than the agreed upon number of live streaming shows will be produced.
  1. FINANCIAL PROVISIONS
  • The Content Creator will be able to utilize the services free of charge, unless the Content Creator is hired by a brand as part of a live-streaming strategy
  • In the event the Content Creator is utilized by a brand as part of a live-streaming strategy, the Service Provider will pay to the Content Creator, the agreed upon amount as selected by Content Creator at the time of the application.
  • The Service Provider will be responsible for dealing with brands that intend using the Content Creator for any live-streaming strategy. The Service Provider will ensure that all bookings are done and the necessary payments are received from the Brands.
  • The Service Provider will pay to the Content Creator any and all amounts owing to the Content Creator by the brands, should the Service Provider receive the payment on behalf of the Content Creator. Payment will be made with 30 (thirty) days of receipt of payment from the brand.
  • All fees owed to the Service Provider by the Content Creator shall be due and payable before usage of the TV studio for the sponsored brand campaign.
  • The Content Creator will pay all amounts owed to the Service Provider via Electronic Bank Transfer, as specified on the invoice issued to the Content Creator by the Service Provider, should the Service Provider not receive payment directly from the brand.
      • All fees payable to the Service Provider in terms of the agreements shall be made free of exchange and/or set–off and may not be withheld for any reason whatsoever.
      1. INTELLECTUAL PROPERTY
      • All trademarks and data on the Service Provider’s website or supplied by the Service Provider, including software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to the Service Provider.
      • All content and TV show format produced by the Service Provider in collaboration with the Content Creator will be owned exclusively by the Service Provider.
      1. INDEMNITY AND LIABILITY
      • As far as legally permissible, the Service Provider shall not be liable, whether in delict or contract or otherwise, in whatsoever manner, howsoever arising, from any statement made by the Content Creator during the term of this agreement. The Content Creator hereby indemnifies the Service Provider against all such claims which may be made against the Service Provider by any third parties or the Content Creator as a result of the content created and/or produced by the Content Creator.
      • The Service Provider, its Directors, agents, employees and/or other persons related to the Service Provider, shall not be liable to the Content Creator or any third party for any loss or damage of whatsoever nature and howsoever caused, whether direct or consequential.
      • The Service Provider will not be held liable for any damages whatsoever arising out of the Content Creator not ensuring information provided to the Service Provider is updated, accurate and complete.
      • The Service Provider makes no warranties or representations, other than those specifically contained in the agreement, regarding the Service Provider’s services, systems or technology.
      1. FORCE MAJEURE
      • The Service Provider shall not be liable for any breach of its obligations hereunder resulting from causes beyond its control including any event of force majeure.
      • The Service Provider agrees to give written notice forthwith to the Content Creator upon becoming aware of an event of force majeure and such notice will contain details of the circumstances giving rise to the event of force majeure.
      • If a default due to an event of force majeure continues for more than 30 (thirty) days, either party shall be entitled to terminate this agreement immediately with written notice to the other. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of the force majeure.
      1. BREACH
      If either party to this agreement:
        • Breaches any material term of the agreement and fails to remedy such breach within 14 (fourteen) days after receipt of written notice from the other party;
        • Commits an act of insolvency;
        • Endeavors to compromise generally with its creditors or does or causes anything to be done which may prejudice the other party’s rights hereunder or at all;
        • Allows any judgement against it to remain unsettled for more than 10 (ten) days without taking immediate steps to have it rescinded and successfully prosecuting the application for rescission to its final end; or
        • Is liquidated, whether provisionally or finally or commences business rescue proceedings;
        • Takes steps to become deregistered or is deregister;
        • the innocent party may, without prejudice to any other right which it may have against the defaulting party, cancel this agreement.
        • The party claiming breach shall be entitled to recover all legal costs incurred by it, including Attorney and Content Creator scale costs as it is obliged to pay its attorneys, from the defaulting party.
        1. DISPUTE RESOLUTION
        • Should a dispute arise between the parties in respect of this agreement, the parties agree that:
          • the dispute may be referred to and finally resolved by arbitration under the AFSA rules of arbitration;
          • the arbitrator will be appointed jointly by the parties or failing such joint appointment, appointed by the Chairperson of AFSA;
          • the arbitration will be conducted in Johannesburg;
          • the arbitration will be conducted in English;
          • the parties hereby agree to share the costs of the arbitration initially and in the absence of a costs order from the duly appointed arbitrator.
        • The party referring the dispute may elect not to refer the dispute to AFSA in terms of clause 9.1 and to rather apply to a court with competent jurisdiction for relief herein.
        • Clause 9.2 will not be interpreted in any way to limit AFSA’s jurisdiction to arbitrate a dispute, should the referring party wish to refer the dispute to AFSA in terms of clause 9.1.
        1. TERMINATION
          • Either party may terminate the agreement before the expiry of the initial period, by providing the other party with 14 (fourteen) days written notice of such intention to terminate the agreement.
          1. CONFIDENTIALITY
          • The Content Creator and the Service Provider shall treat all information obtained in performing the Services of this agreement, including information relating to the parties customer’s, as confidential and agrees not to disclose the information to any third party except where necessary for performance under this agreement.
          1. MISCELLANEOUS
            • The Laws of the Republic of South Africa shall at all times govern this agreement and the contractual relationship between the parties.
            • The Content Creator shall not assign, cede, delegate, transfer or otherwise dispose of any right or obligation under this agreement to any other person.
            • No provision of this agreement (including, without limitation, the provisions of this clause) may be amended, substituted or otherwise varied, and no provision may be added to or incorporated in this agreement, except by a written agreements signed by the duly authorized representatives of each party.
            • Any indulgence by the Service Provider in exercising, or any failure by the Service Provider to exercise, any right under this agreement shall not be construed as a waiver of that right and shall not affect the ability of the Service Provider subsequently to exercise that right or to pursue any remedy, nor shall any indulgence constitute a waiver of any right (whether against the Content Creator or any other person).
            • The waiver of any right under this agreement shall be binding on the waiving party only to the extent that the waiver has been reduced to writing and signed by the duly authorized representatives of the waiving party.
            • This agreement supersedes all prior agreements representations, communications, negotiations and understandings between the parties concerning the subject matter of the agreement.
            • Whenever possible, each provision of the agreement shall be interpreted in a manner which makes it effect and valid under the applicable law but if any provision of the agreement is held to be illegal, invalid or unenforceable under the applicable law, the offending clause shall be severed from the agreement and the offending clause shall not affect the other provisions of this agreement which will remain in full force and affect.
            • Neither party shall solicit the employment of any employee or contractor of the other party, who interacted with the solicit party as part of the performance or receipt of the services for a period of 6 (six) months after the termination of the agreement.
              • This clause shall not apply with respect to:
                • Employees or contractors who initiate contact with a party or its affiliates with regard to possible employment;
                • General solicitations of employment not specifically targeted as employees or contractors of the other party;
                • The solicitation or hiring any former employee or contractor who has been terminated by the other party.
            • The parties agree to perform or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by law or as may be desirable or necessary to implement or give effect to this agreement and the transactions contemplated herein.
            • The headings in this agreement will not be used in the interpretation of this agreement and are merely for ease of reference.
            • This agreement shall be binding on the successors-in-title and assignees of the parties (and permitted assignees only, in the case of the Content Creator).