Term of services

CAPSHORT ECOSYSTEM SERVICES AGREEMENT

Last updated: Nov 22, 2022

Introduction

Welcome to Capshort,

  • Capshort is a SocialFi platform for creating and sharing Short videos, Article, Podcast and Livestream (the “Platform”, "Capshort", "We", or "us").
  • You are reading the Services Agreement (the “Agreement”) which governs the relationship and serves as an agreement between you and us and set forth the terms and conditions by which you may access and use the Platform and our related websites (https://www.capshort.com/, https://www.store.capshort.com/, and https://www.center.capshort.com/), services, applications, products and other content which are stated to be offered subject to these Terms (collectively, the “Services)

Your Relationship With Us

  • By using clicking to accept or agree to the Agreement when this option is made available to you, you accept and agree to be bound and abide by the terms of the Agreement.
  • If you do not agree to the terms of the Agreement, you shall not access or use the CAPSHORT Services provided for users on CAPSHORT.
  • In the event you have violated any or more clauses of the Agreement, CAPSHORT has the right to limit, suspend or terminate the CAPSHORT Services to you in accordance with the Agreement at its sole discretion, and has the right to seek legal or equitable relief from you for relevant loss or damages incurred.
  • YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE OR THE AGE OF MAJORITY IN THE JURISDICTION YOU ARE ACCESSING OR USING THE CAPSHORT LIVESTREAM SERVICES FROM, AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THE AGREEMENT, AND TO ABIDE BY AND COMPLY WITH THE AGREEMENT.
  • CAPSHORT may amend any of the terms of the Agreement due to changes of applicable regulations and policies, products, operational needs and the circumstance in which the Agreement is performed.
  • The amended Agreement will be posted on the platform of CAPSHORT and such posting shall mean that CAPSHORT has notified you of the amendment of the Agreement.
  • Your continued use of the CAPSHORT Services upon the effective date (as shown in the last modified date) of the amended Agreement constitutes the acceptance of the amended Agreement.
  • Nevertheless, if the amended Agreement affects your fundamental rights (such as your rights regarding your personal information and data collected by CAPSHORT), CAPSHORT will notify you via Official Messages on CAPSHORT, a pop-up window or other similar method and request for your consent.

Section 1. Introduction

1.1 You, as a live streamer, may carry out live streaming with various focuses, such as online games, entertainment, e-sport competitions and etc., to the users of CAPSHORT.

1.2 Before signing the Agreement,

  • You acknowledge that you have fully read and comprehended the rules and requirements of CAPSHORT and represent and warrant that you have full capacity to perform your duties and obligations under the Agreement.
  • You shall submit relevant qualifications to CAPSHORT, if needed or requested by CAPSHORT. The Agreement incorporates the legal, valid, and binding obligation upon you, enforceable against you in accordance with its terms.

1.3 When using the CAPSHORT Services, you shall abide by the laws and regulations of the governing law hereof and the laws of other relevant jurisdictions, and shall not use the CAPSHORT Services to:

  • Violate any law (including without limitation laws related to torts, contracts, patents, trademarks, trade secrets, copyrights, defamation, obscenity, pornography, rights of publicity or other rights) or encourage or provide instructions to another to do so;
  • Broadcast any content that depicts any person under 18 years of age (or older in any other location in which 18 is not the minimum age of majority);
  • Broadcast any content that contains falsehoods or misrepresentations that could damage CAPSHORT or any third party;
  • Broadcast any content that is obscene, illegal, unlawful, defamatory, libelous, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered as a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
  • Broadcast any content containing unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, pyramid schemes or any other form of unauthorized solicitation;
  • Broadcast any content containing copyrighted materials, or materials protected by other intellectual property laws, that you do not own or for which you have not obtained all necessary written permissions and releases;
  • Exceed your authorized access to any portion of the CAPSHORT Services;
  • Eollect or store personal data about anyone;
  • Obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the CAPSHORT Services;
  • Exploit errors in design, features which are not documented and/or bugs to gain access that would otherwise not be available;
  • Use any robot, spider or other automatic device, process or means to access the CAPSHORT Services for any purpose, including monitoring or copying any of the material on the CAPSHORT Services without CAPSHORT prior written consent;
  • Use any manual process to monitor or copy any of the material on the CAPSHORT Services or for any other unauthorized purpose without CAPSHORT’s prior written consent;
  • Introduce or upload any viruses, Trojan horses, worms, logic bombs, time bombs, corrupted files or any other similar software, program or material which is malicious or technologically harmful or that may damage the operation of another’s property or of the CAPSHORT Services; or
  • Remove any copyright or other proprietary notices from CAPSHORT Services or any of the materials contained therein.

1.4 No agency, partnership, joint venture, employee-employer, principal-representative, or franchiser-franchisee relationship is intended or created between you and CAPSHORT by the Agreement. CAPSHORT shall not be liable for any loss or damages:

  • Suffered or caused by you during your use of the CAPSHORT Service; or
  • Incurred as the result of any disputes between you and any other third parties.


Section 2.CAPSHORT’s Rights and Obligations

2.1 CAPSHORT provides live streaming technology service, customer service support to you, and will help you to maintain and develop your fans base.

2.2 In order to standardize the operation of the platform and to protect the overall interests of the users and user experience of CAPSHORT Livestream, CAPSHORT has the right to formulate and adjust platform rules in accordance with the requirements of the applicable laws and regulations and actual operational needs. CAPSHORT shall notify you of the new platform rules through announcements on the platform, or any other notification method as specified in Section 8 hereof. If you do not agree to the new platform rules, you shall cease accessing or using the CAPSHORT Livestream Services.

2.3 CAPSHORT has the right to independently evaluate your performance to decide whether or not to reward or adjust your award. Specific evaluation criteria will be separately formulated by CAPSHORT and no additional approval from you is required.

If CAPSHORT intends to cooperate with you on live streaming or other streaming related events beyond the scope of the Agreement, the Parties shall negotiate and execute a separate written cooperation agreement.

2.4 CAPSHORT has the rights to supervise your live streaming and request you to adjust the forms or contents of the live streaming, subject to the requirements of applicable regulatory authorities.

2.5 Without otherwise provided, you shall be deemed as the author of the information (such as text, picture, audio and video, performance and etc.) originated by you when using the CAPSHORT Livestream Services or carrying out live streaming.

However, you have exclusively licensed CAPSHORT of all the intellectual property rights of the information aforementioned through publication, exhibition, display, distribution or uploading of such information on the platform of CAPSHORT. Such licensing is irrevocable, permanent, worldwide, transferable (multi-level), and can be sublicensed (multi-level).

CAPSHORT shall not be required to pay any additional fees to you for such licensing. With regard to behavior that infringes CAPSHORT’s legitimate interest, including but not limited to copyrights and copyright-related rights, of the information abovementioned, such as publication, spread, transmit or copying without authorization from CAPSHORT, CAPSHORT is entitled to protect its rights and interests independently, including but not limited to the rights to apply for evidence preservation, property preservation, to file administrative complaint, civil litigation, and apply for enforcement, reconciliation and compensation, as it deems appropriate.

2.6 CAPSHORT has the right to require you to advertise or promote products or events designated by CAPSHORT in reasonable ways, either directly or indirectly, during your live streaming.

2.7 CAPSHORT has the right to review the contents of your live streaming in accordance with the applicable laws and regulations, the Agreement, and relevant platform rules.

  • If there is any improper or illegal content during your live streaming, CAPSHORT has the right to suspend your live streaming, either temporarily or permanently, delete the content at issue, and freeze or de-register the relative account.
  • CAPSHORT further reserves the right to cooperate with the government departments for investigation and the right to seek legal or equitable relief for any loss or damages incurred.

2.8 To the extent permitted by law, CAPSHORT shall not be liable for any interruption or obstruction of the CAPSHORT Livestream Services caused by

  • Unexpected dysfunction of the computer program, system, hardware, and communication lines that support CAPSHORT Livestream;
  • Your improper operation or malfunction of CAPSHORT Livestream;
  • Your using of the CAPSHORT Livestream Services through methods unauthorized by CAPSHORT; and
  • Other situations that CAPSHORT cannot reasonably control or foresee.

2.9 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CAPSHORT’S CUMULATIVE LIABILITY TO YOU ARISING FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE CHARGES (IF ANY) PAID BY YOU. IF NO AMOUNTS WERE PAID, YOU SHALL NOT BE ENTITLED TO ANY MONETARY OR EQUIVALENT REMEDY.

IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, STATUTORY, EXEMPLARY, EXPECTATION, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFIT, LOSS OF GOODWILL, INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER FINANCIAL LOSS) IN ASSOCIATION WITH ANY INDIVIDUAL OR CLASS-ACTION CLAIM, OR ANY LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING RELATING TO OR ARISING UNDER OR OUT OF THE TERMS OF USE, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS FOUNDED UPON CONTRACT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT, NEGLIGENCE OR OTHER GROUNDS.

YOU SPECIFICALLY ACKNOWLEDGE THAT THE CAPSHORT LIVESTREAM SERVICES SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.

Section 3. Your Rights and Obligations

3.1 You must be at least 18 years old or age of majority in the jurisdiction you are accessing or using the CAPSHORT Services from and are fully able and competent to enter and execute the Agreement yourself.

3.2 You shall prepare all equipment or facilities employed or needed to carry out live streaming on CAPSHORT by yourself, and ensure that the audiovisual quality is reasonably qualified for the users to view.

3.3 Without the written consent of CAPSHORT, you shall not show, display, mention or promote any information related to the Competing Platforms in any form during your live streaming, and shall not introduce, advertise or market any non-CAPSHORT’s products or introduce, invite or seduce any users or streamers of CAPSHORT to accept the services of the Competing Platforms. No network link, other than that of CAPSHORT, will be allowed to set on your profile page or description box of your streaming channel. For the purpose of Article 3.3, Competing Platforms means any other gaming-focused live streaming platforms that compete with CAPSHORT including but not limited to YouTube Gaming, Twitch, Facebook, Instagram, Garena LIVE, Vidio - Nonton TV & Video, BIGO LIVE, Cube TV, Nonolive, KEWL, Here Live - Tambah & chat di live streaming GRATIS, 17, GO Live, Young_Live, Uplive, Friday Night Live, Tamago, VOOV, musical.ly, Kitty Live, StreamCraft, Afreecatv, Nimo TV, ALive etc.

3.4 You shall license and authorize CAPSHORT to use your portrait, name (including real name, nickname on CAPSHORT, in-game name), recording, video, and other related audiovisual works generated on CAPSHORT or any other streamer symbols in connection with your live streaming on CAPSHORT. Such license and authorization shall survive the expiry or the termination of the Agreement for whatever reason.

3.5 You represent and warrant that

  • you have obtained all necessary licenses or authorization for content displayed, exhibited, shown, or used during live streaming and has the right or authorization to use such content for live streaming on CAPSHORT; and
  • your execution and performance of the Agreement are in full compliance with all applicable laws and regulations and do not infringe the rights and interests of any third party.

3.6 You shall strictly abide by CAPSHORT’s operating systems and platform rules, and shall not use CAPSHORT or the CAPSHORT Services engaging in any activity in violations of laws and regulations.

3.7 You shall establish and maintain a positive image for yourself (including but not limited to your make-up, apparel, remarks or behaviors) during your live streaming, and shall not engage in any acts violating public order, laws and regulations, or damaging your public image, such as drug use, theft, pornography or gambling, and shall not act in any way that has a negative impact on the products or brand image of CAPSHORT or CAPSHORT.

3.8 You have the right to share the revenue of virtual items (gifts are virtual items donated by users) on CAPSHORT (“Shared Revenue”) according to the platform conversion rules as long as you fulfill your obligations hereunder to the satisfaction of CAPSHORT. The taxes accrued on your Shared Revenue shall be borne by you and shall be withheld from the Shared Revenue and remitted to the relevant government authorities by CAPSHORT or the third party entrusted or designated by CAPSHORT in accordance with applicable laws and regulations. The proportion of the virtual items (gifts) to be distributed to you and the commission withdrawal procedure will be announced by CAPSHORT through announcements on the platform or any other notification method as specified in Section 8 hereof. You shall be bound by and shall comply with the afore-mentioned announcements, rules and policies of CAPSHORT.

3.9 You shall provide correct, true, and valid account information for payment of the Shared Revenue. If any payment made by CAPSHORT is wrong or rejected due to the inaccurate account information, you shall assume the liability yourself.

3.10 You shall authorize and empower CAPSHORT to withhold Shared Revenue the amount of compensation that you shall pay CAPSHORT, such as liquidated damages, fines or penalties levied by the government authorities, or compensation payable to the users of CAPSHORT or any other third parties.

3.11 CAPSHORT shall be entitled to suspend or delete your account and withhold any Shared Revenue if you are determined by CAPSHORT to have committed or be involved in any fraudulent activities in connection with your use of the CAPSHORT Services.

Section 4. Confidentiality

4.1 For the purpose of the Agreement, CAPSHORT’s trade secrets include, but not limited to:

  • technical, financial, commercial or any other information that belongs to CAPSHORT and is considered by CAPSHORT as a trade secret;
  • all relevant documents, such as the Agreement, the Appendixes and supplementary agreements of the Agreement, if any; and
  • any other not publicly known information that should be reasonably identified as trade secrets, such as CAPSHORT’s management strategies, revenue information, client lists, streamer lists and their contact information, CAPSHORT’s personnel information and their contact information and the communication between the Parties in relation to the exclusive cooperation.

4.2 With respect to the trade secrets of CAPSHORT, without the written consent of CAPSHORT, you shall not

  • disseminate, or disclose, either expressly or implicitly, to any third party in any way; or
  • use for purpose not specified in the Agreement

4.3 This Section will survive the termination or rescission of the Agreement or your use of the CAPSHORT Services.

4.4 If you use or disclose CAPSHORT’s trade secrets in violation of Section 4 that harms CAPSHORT’s reputation or economic benefits, either directly or indirectly, CAPSHORT is entitled to all available loss and damages thereby.

Section 5. Your Personal Data

5.1 In addition to the personal information and data stipulated in the CAPSHORT Privacy Policy which you have consented, CAPSHORT may collect, use, store and transfer your personal data as follows:

  • video recorded from your live streaming; and
  • images captured from your live streaming.

5.2 We will only use the above-mentioned personal data in the following circumstances:

  • Where we need to comply with a legal or regulatory obligation.
  • For purpose of providing services and improving services (such as algorithm for beauty effect, compression and other similar functions).
  • Where you declare your valid consent to use it.

5.3 We do not disclose the above-mentioned personal data except in the limited circumstances as follows:

  • We may disclose such personal data to members of our corporate group (that is, entities that control, are controlled by, or are under common control with us) to the extent this is necessary for the above-mentioned purposes.
  • Service providers. To our authorized service providers that perform certain services on our behalf. The service providers may have access to the personal data needed to perform their functions but are not permitted to share or use the personal data for any other purposes.
  • Legal successors. To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which personal information held by us about our Website users is among the assets transferred. Should such a sale or transfer occur, we will use reasonable efforts to try to ensure that the entity to which we transfer your personal information uses it in a manner that is consistent with this privacy policy.

We access, preserve and share the personal data with regulators, law enforcement or others where we reasonably believe such disclosure is needed to (a) satisfy any applicable law, regulation, legal process, or governmental request, (b) enforce applicable terms of use, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address illegal or suspected illegal activities, security or technical issues, (d) protect against harm to the rights, property or safety of our company, our users, our employees, or others; or (e) to maintain and protect the security and integrity of our website or infrastructure. In such cases, we may raise or waive any legal objection or right available to us, in our sole discretion.

5.4 With your consent, we may transfer such personal data to any country in which we, members of our corporate group (that is, entities that control, are controlled by, or are under common control with us) or our service providers are located.

5.5 You may withdraw your consent regarding your above-mentioned personal data via contact@capshort.com . As for your rights to review, update, delete your other personal information and data collected by CAPSHORT, please check CAPSHORT Privacy Policy and CAPSHORT Privacy Choice.


Section 6. Termination

6.1 Notwithstanding any provision to the contrary, CAPSHORT may, at its sole discretion, immediately terminate the Agreement without prior notice if any or more of the following circumstances occur:

  • misrepresentation or breach of warranty hereunder on your part;
  • you have caused any direct or indirect damages to CAPSHORT;
  • you violate applicable laws and regulations during the use of the CAPSHORT Services or live streaming;
  • you fail to satisfy CAPSHORT’s requirements such as carrying out live streaming in a substantially careless manner (even if such failure does not constitute a breach of the Agreement), and fail to cure such unsatisfaction within 3 days after being notified by CAPSHORT;
  • an extraordinary circumstance renders you unsuitable for the CAPSHORT Services, and such extraordinary circumstance has not been eliminated within 3 days after being notified by CAPSHORT;
  • major adjustment or alteration of CAPSHORT’s business structure; or
  • any change in the laws, administrative regulations, administrative rules or policies related to the Agreement or you are subject to, resulting in the inability or risk of the continuing performance of the Agreement by either Party.

6.2 CAPSHORT may retain or delete the data recorded in your CAPSHORT account or data you store in the respective CAPSHORT servers during the use of the CAPSHORT Services according to relevant laws and regulations after the termination of the Agreement.

6.3 You shall handle and be responsible for the backup of data and other personal information on your own. CAPSHORT shall not be responsible for any loss of your information or data after the termination of the Agreement.

Section 7. Indemnification

7.1 To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the CAPSHORT Services, their site operator, their parent corporation, their respective affiliates, licensors, service providers, officers, directors, employees, agents, successors and assignees from and against any and all claims, damages, judgments, awards, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or related to: (i) your use or access to the CAPSHORT Services; or (ii) any act or omission by you, including but not limited to any breach of the Agreement (including your misrepresentations and breach of warranties in Section 3 or allegation or claim of negligence, your willful misconduct or fraud); or (iii) any claim that the live streaming content misappropriates or infringes any third party’s copyrights, patents, trade secrets, trademarks or other proprietary rights. Your duty to defend is independent of your duty to indemnify. Your obligations under this Section are independent of all of your other obligations under the Agreement. This defense and indemnification obligation will survive the Agreement and your use of the CAPSHORT Services. You agree that CAPSHORT shall have the sole right and obligation to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of our choice and to compromise or settle any such claims, demands, or litigation.

7.2 CAPSHORT has the right to seek legal or equitable remedy from you for any loss or damages incurred under this Section. To ensure that you sufficiently indemnify CAPSHORT, CAPSHORT reserves the right to take one or more of the following measures, as it deems appropriate:

  • temporarily suspend or freeze your CAPSHORT account until you cure the breach;
  • permanently suspend or freeze your CAPSHORT account;
  • permanently delete your CAPSHORT account;
  • ban you from registering a new CAPSHORT account;
  • temporarily suspend the settlement and payment of your Shared Revenue until you cure the breach;
  • withhold any amount payable to you hereunder for payment of compensation, penalty and damages to CAPSHORT;
  • request you to compensate for all loss within 5 calendar days after receiving the written notice from CAPSHORT; and
  • unilaterally terminate the Agreement and all performance related to the Agreement, withhold any unpaid Shared Revenue payable to you, and request the reimbursement of all the proceeds that you have obtained from CAPSHORT.

Section 8. Delivery and Notification

8.1 CAPSHORT may send you a notice, communication, document, and material related to the CAPSHORT Services or the Agreement (“Notice”), such as platform rules, amendment to the Agreement, through announcement on the platform or any other reasonable methods. A Notice shall be addressed to your CAPSHORT account or your contact information registered on CAPSHORT. A Notice is deemed to be received upon the publication or the delivery of such Notice and has binding effect on you. If you object to or disagree with a Notice, you shall send a written notification to CAPSHORT through email (email address: contact@capshort.com ) within 2 calendar days upon the receipt of a Notice, otherwise, it shall be deemed that you have accepted and agreed to such Notice.

Section 9. Choice of Law and Disputes Resolution

9.1 The Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to choice of law principles. Should a dispute arise between the Parties in connection with the Agreement, the Parties shall attempt to resolve such dispute through friendly consultations between themselves. If, however, the dispute cannot be resolved within thirty (30) days after commencement of such friendly consultations, then any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center(“SIAC Rules”)for the time being in force, which rules are deemed to be incorporated by reference in this clause.

  • The seat of arbitration shall be Vietnam. The Tribunal shall consist of a sole arbitrator to be appointed by the Chairman of the SIAC.
  • The language of the arbitration shall be English.
  • The arbitral award shall be final and binding on both parties.

Section 10. Miscellaneous

10.1 CAPSHORT’s failure to exercise or enforce any right or provision of the Agreement shall not be deemed to constitute a waiver of such right or provision herein. No waiver of CAPSHORT to any right shall be deemed as a waiver to any other rights. Any waiver of any provision of the Agreement will come into effect only if in writing and hereto signed by the relevant Party.

10.2 If any one or more of the provisions of the Agreement or any part or parts thereof shall be declared or adjudged to be illegal, invalid or unenforceable under any applicable law, such illegality, invalidity or unenforceability shall not vitiate any other provisions hereof and the Agreement shall be construed as if such illegal, invalid or unenforceable provisions were not contained herein.

10.3 The Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CAPSHORT without restriction. Any assignment attempted to be made in violation of the Agreement shall be void.

10.4 Upon termination of the Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

10.5 The Agreement, the Terms of Use, CAPSHORT’s privacy policy and any documents that expressly incorporate by reference constitute the sole and entire agreement between you and CAPSHORT with respect to the CAPSHORT Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the CAPSHORT Services.

10.6 The headings in the Agreement are for convenience only and have no legal or contractual effect.