Terms of Service - StreamPro

For the provision of Services by MicroEd Computers Pty Ltd (ACN 109 592 798) trading as StreamPro (we/us/our/StreamPro).

These Terms (Terms) in conjunction with any Services Agreement (where applicable) form the basis of our agreement with you (collectively the Agreement).

1. Acceptance and Term

1.1 Acceptance

You agree to be bound by these Terms where you:

sign and return the Services Agreement;
accept the Services Agreement by written communication;
create an account on our platform, or make payment of the Service Fees;
continue to use the platform or request (either orally or in writing) that we perform Services for you after receiving our proposal.

1.2 Term

These Terms apply from the date of your acceptance in accordance with clause 1.1 and continue for the duration of the Term set out in a Services Agreement, or until the conclusion of the Services, or until Termination under clause 13.1 or 13.2.

2. Services

StreamPro provides a live streaming platform including, but not limited to: live streaming with RTMP and SRT ingest, adaptive bitrate delivery via HLS, automatic recording and video on demand, an embeddable player, condolence messaging for memorial services, AI-generated live subtitles, and streaming analytics (the Services).
Each Services Agreement (where applicable) shall set out the specific Services to be performed or provided by StreamPro and any other incidental services that may apply (Proposal).
You must tell us immediately if you disagree with anything contained in our Proposal or if you think we have misunderstood your requirements.
If there is any inconsistency between these Terms and the Proposal, the Proposal will prevail to the extent of that inconsistency.
AI-generated live subtitles are produced by automated speech recognition technology and may contain errors, omissions or inaccuracies. We do not warrant the accuracy, completeness or reliability of AI-generated subtitles and they should not be relied upon as a certified transcript or as a substitute for professional captioning services. AI-generated subtitles are not intended to satisfy accessibility compliance obligations under the Disability Discrimination Act 1992 (Cth) or any other applicable accessibility legislation.

3. Variations

Either party may request variations to the Services at any time. If both parties agree to the variation in writing, then the Proposal will be deemed to be updated to reflect the change and will vary the Agreement.
We may reasonably update the Proposal upon providing you with notice where the information or expectations we have relied upon as set out in clause 4.2(b) are incorrect.

4. Obligations

4.1 Our obligations

We will provide the Services:

in a professional manner with due care, skill and diligence; and
in accordance with these Terms and as set out in any Proposal, including completing work components in order of priority (if requested).

4.2 Your obligations

To enable us to properly perform the Services in accordance with this Agreement, you must promptly provide us with all reasonable information, assistance, data, resources, records, materials or access, including access to Personnel within your organisation that we need to interact with.
You acknowledge that any Proposal assumes that:
1. all information you provide to us will be accurate, complete, truthful and not misleading;
2. you have the required consents to disclose to us and provide access to your data, including any content streamed through the platform; and
3. you will comply with your obligations under (a).

5. Service Availability and Delay

While we target 99.9% platform uptime, any applicable timeframes or availability targets are estimates only and you agree that we are not liable for any delays in or changes to them that are beyond our control. We will take reasonable steps to mitigate and minimise delays on our part and the impact such delays may cause.
If we become aware of any delay (or likely delay) in delivery of the Services, including platform outages or streaming interruptions, we will endeavour to promptly notify you of the details of the delay and provide you with revised timeframes.
If you protract our delivery of the Services through your conduct, any additional costs incurred by us in our performance of the Services will be charged at our applicable rate.
Any uptime targets or availability estimates referenced on our website or in any Proposal do not constitute a guaranteed service level agreement (SLA). No service credits, compensation or remedies apply for downtime or service interruptions unless expressly agreed in a separate written SLA between the parties.
The Services rely on third-party infrastructure providers including, but not limited to, cloud hosting, content delivery networks (CDNs), AI subtitle providers, and RTMP/SRT ingest infrastructure. We are not responsible for failures, outages, latency, bandwidth limitations, or discontinuation of those third-party services, and such events do not constitute a breach of this Agreement.

6. Fees, Charges and Payments

6.1 Streaming Fees

Unless otherwise specified in a Services Agreement, streaming events are charged on a pay-per-stream basis as published on our website or as otherwise agreed in writing.
You are only charged for actual streaming time, not scheduled time. If your event starts late, billing commences when the stream actually begins.
Services provided under a custom pricing arrangement will be provided strictly in accordance with the scope detailed in the applicable Services Agreement.
Unless otherwise agreed in writing, a minimum of two (2) streams per calendar month is required. If you do not meet the minimum usage requirement in any given month, a platform fee of $30 (exclusive of GST) will be charged to maintain your account and access to recordings. This fee may be waived at our discretion on a case-by-case basis.

6.2 Price Changes

We may vary our Service Fees from time to time. Any changes to our published pricing or to the fees applicable to your account will take effect no earlier than 30 days after we provide you with written notice of the change.
If you do not agree to a price change, you may terminate this Agreement in accordance with clause 13.1 before the change takes effect.

6.3 Expenses

Expenses will be paid or reimbursed (as the case may be) by you. Any Expenses due to be reimbursed will be included on our invoice to you.
We will not incur any Expenses without prior written approval from you unless such Expense is specified in the Services Agreement or required due to the nature of the agreed Services.

6.4 Invoicing

We will invoice you for the Service Fees and Expenses in accordance with our Proposal, or on a monthly or per-event basis as applicable to your pricing arrangement.
Unless otherwise specified on our invoice, our payment terms are 14 days.

6.5 Payment

You must pay us all amounts outlined in our invoice, and in accordance with these Terms, in the manner reasonably nominated without set-off, counter-claim, holding or deduction within the term specified for payment.
If you fail to pay any of our fees in accordance with paragraph (a), we may:
1. charge you for all costs and expenses incurred by us in recovering our outstanding fees from you;
2. charge simple interest at a rate of 10% per annum on the overdue amount which will begin accruing on the first day that payment is overdue; and
3. immediately suspend the provision of any and all Services to you, including access to the platform, until payment is received by us.

6.6 Disputed Fee

If you dispute the whole or any portion of the amount claimed in an invoice, you must pay the portion of the invoice which is not in dispute (in accordance with clause 6.4(b)) and provide notice to us within 7 days of receipt of the invoice with your reasons for dispute (Invoice Notice).
Upon receipt of your Invoice Notice, we will within a reasonable time provide you with evidence substantiating the Service Fees and Expenses and addressing your reasons of dispute.
If the dispute cannot be resolved within 7 days of our substantiation under sub-clause (b), the dispute must be referred to the dispute resolution procedure in clause 10.

6.7 GST

Unless otherwise expressly stated, all amounts payable to us under this Agreement are exclusive of GST.
If GST is imposed on any supply made under or in accordance with this Agreement and GST has not been accounted for in determining the consideration payable for the supply, then we may recover from you an amount on account of GST, calculated in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

7. Acceptable Use

You must not use the Services to stream, upload or distribute any content that:
1. is unlawful, harmful, threatening, abusive, defamatory, obscene or otherwise objectionable;
2. infringes on any intellectual property rights, privacy rights or other rights of any third party;
3. contains viruses, malware or any other harmful code; or
4. violates any applicable law, regulation or industry code.
You are solely responsible for all content you stream, record or distribute through the platform, and you represent and warrant that you have all necessary rights, licences and consents to use and distribute such content.
You acknowledge that any music, audio recordings or other copyrighted material included in your streams or recordings may be subject to third-party copyright, licensing or royalty obligations (including obligations under APRA AMCOS, PPCA or equivalent licensing bodies). You represent and warrant that you hold all necessary rights, licences and permissions to include such material in your streams, and that you have obtained any required synchronisation, mechanical or public performance licences.
We do not monitor, verify or assume any responsibility for the copyright status of music or audio included in your streams or recordings. You indemnify us against any Claims, Loss or liability arising from copyright infringement or unauthorised use of music or audio in your content.
We reserve the right to suspend or terminate your access to the Services if we reasonably determine that you have breached this clause.
Without limiting clause 7(f), we may immediately suspend or restrict your access to the Services where we reasonably determine it is necessary to:
1. protect the platform, other users or the integrity of the Services;
2. comply with a law enforcement request, court order or regulatory direction;
3. respond to a legal complaint or pending legal proceeding involving your use of the Services; or
4. mitigate a risk of reputational harm, legal liability or security threat to us or the platform.

8. Intellectual Property

8.1 Your Content

You retain all intellectual property rights in the content you stream, upload or distribute through the platform (Your Content).
You grant us a licence to use Your Content solely for the purpose of providing the Services, including the right to transmit, process, store, transcode and deliver Your Content as required to operate the platform.
You warrant that Your Content does not infringe the intellectual property rights of any third party and fully indemnify us in our use of Your Content in connection with the Services.

8.2 Platform IP

We own all intellectual property rights in the StreamPro platform, including all software, user interfaces, designs, documentation, analytics tools and Materials created by us in the course of providing the Services.
Subject to your payment of all amounts owing under this Agreement, we grant you a non-exclusive, non-transferable, revocable licence to use the platform and any Materials strictly for the purpose of receiving the Services.
We do not warrant that the platform or any Materials do not infringe the intellectual property rights of any third party. Any platform IP indemnity must be separately negotiated and agreed in writing as part of a Services Agreement.

8.3 Moral Rights

Where we have provided you with a licence to Materials and the Materials were created by us, we irrevocably and genuinely consent, as the author, to any acts or omissions of any person, including you, in connection with the relevant works after the date of the licence, which might otherwise infringe our moral rights, provided such actions are strictly in line with the purposes for which the works were created.

9. Confidentiality, Privacy and Data Security

9.1 Confidential Information

Each party must:

keep confidential all Confidential Information;
only use Confidential Information for the purpose of providing or receiving (as the case may be) the Services; and
procure that its Personnel comply with sub-clauses (a) and (b).

9.2 Disclosure Exceptions

The obligations in clause 9.1 do not apply:

to the extent necessary to enable a party to make any disclosure required by law;
to the extent necessary to enable a party to perform its obligations under this Agreement;
where disclosure is required for any quality assurance or insurance purposes;
to the extent necessary to receive professional (legal or financial) advice;
to any disclosure agreed in writing between the parties; or
in respect of any portion of the Confidential Information which has entered the public domain other than as a result of a breach of this Agreement.

9.3 Privacy

We will:

comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws;
comply with the terms of our Privacy Policy, available on our website; and
not do any act, engage in any practice, or omit to do any act or engage in any practice that would cause you to breach any Australian privacy law.

9.4 Data Retention

Recordings of live streams and uploaded video content are retained on the platform for the duration of your active account, unless you delete them earlier.
Following termination of this Agreement, we will retain your recordings and Content for a period of 90 days to allow you to download or migrate your data. After this 90-day period, we may permanently delete all recordings and Content without further notice.
We are under no obligation to store recordings or Content indefinitely and may implement reasonable storage management policies from time to time, provided we give you at least 30 days' notice of any material changes to retention periods.
Backup copies of your Content may be retained in our disaster recovery systems for a reasonable period following deletion, but we are under no obligation to restore Content from backups once deleted from the platform.

9.5 Security

We implement reasonable technical and organisational measures to protect data processed through the platform, including encryption of data in transit and at rest, access controls, and regular security monitoring.
In the event of a data breach that is likely to result in serious harm, we will notify you and any relevant regulatory authorities in accordance with the Privacy Act 1988 (Cth) and the Notifiable Data Breaches scheme.

10. Disputes

If a dispute (Dispute) arises between the parties, which they cannot resolve, then the party claiming that a Dispute has arisen must deliver to the other party a notice containing particulars of the Dispute (Dispute Notice).
During the period of 14 business days after delivery of the Dispute Notice, or any longer period agreed in writing by the parties (Initial Period), the parties must meet in good faith in an attempt to resolve the Dispute.
If the parties cannot resolve the Dispute within the Initial Period then unless they all agree otherwise, they must appoint a mediator to mediate the Dispute in accordance with the rules of the Resolution Institute. The parties must participate in the mediation in good faith.
The mediator must be agreed on by the parties within 10 business days after the Dispute Notice is given. If the parties cannot agree within that time, the mediator will be nominated by the president of the Resolution Institute.

11. Limitation of Liability

Except as expressly stated in these Terms or required by Law (including the Australian Consumer Law), the Services and the platform are provided "as is" and "as available". To the maximum extent permitted by Law, we disclaim all warranties, representations and conditions, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Subject to paragraphs (b) and (d), unless otherwise required by Law, our liability for any Loss arising from any breach of the Agreement or any issue with the Services or Materials we have provided, in contract, tort or equity (including under the indemnity) is limited to the greater of:
1. the amount paid or due to be paid under this Agreement in a six-month period for our Services (excluding Expenses); and
2. the amount paid out to us under an insurance policy we hold (less any excess).
We will not be liable for Loss you suffer as a consequence of the suspension of our Services pursuant to clause 6.5(b)(iii).
To the maximum extent permitted by Law, we will not be liable for any loss of profit, loss of goodwill, loss of opportunity and/or special, punitive, indirect or consequential loss or damage incurred by you or any other person whether directly or indirectly related to this Agreement. This includes, without limitation, loss arising from streaming interruptions, platform outages, or inability to deliver a live stream.
We are not liable for any loss or damage caused to you by reason of any delay, lack of supply, industrial action, fire, riot, war, embargo, civil commotion, act of God, internet service outage, third-party CDN failure, or any other event which is beyond our control.
Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by ss 51 to 53 of the Australian Consumer Law) is limited (at our election) to us providing the Services again or the cost of having the Services supplied again.

12. Indemnity

12.1 Mutual Indemnity

Each party agrees to indemnify the other against any Loss that may be incurred arising from or in connection with:

a material breach or default of this Agreement by a party or a person they are responsible for;
a negligent act or omission of a party or a person they are responsible for;
a failure by a party to comply with any Law; and
any Claim made against a party by any third party in connection with the information, material, content or documents provided to it by the other party.

12.2 Limitation

To the extent that any Claim or Loss occurs as a result of any negligent act or omission caused by the other party, or the other party's failure to comply with the material obligations of this Agreement, a party's liability under clause 12.1 will be proportionately reduced.
A party who suffers Loss must use reasonable steps to mitigate its Loss. The other party will not be responsible for any Loss to the extent that the injured party could have avoided or reduced the amount of the Loss by taking reasonable steps to mitigate.

13. Term and Termination

13.1 Termination

Either party may terminate this Agreement at any time by giving written notice to the other party. Termination takes effect upon receipt of the notice, or on a later date specified in the notice.

13.2 Termination for Breach

If either party breaches these Terms or those set out in a Services Agreement and such a breach is capable of rectification, the other party must give the defaulting party written notice requesting that the breach be rectified within 5 business days (Breach Notice).
If a breach has not been rectified within 5 business days of the giving of a Breach Notice, the party giving the Breach Notice may terminate this Agreement immediately by notice in writing to the other.
If any party breaches a material term and the breach is not capable of rectification, the other party may terminate this Agreement immediately by notice in writing to the party in breach.

13.3 Consequences of Termination

Following termination, you must return or delete all of our Confidential Information that has been provided to you during the provision of our Services.
If this Agreement is terminated, you agree that:
1. we may issue an invoice for any Service Fees and Expenses not yet invoiced and incurred up until the Termination Date (Final Invoice); and
2. we may apply any funds we are holding against any outstanding amount of the Final Invoice, subject to clause 6.6.
Following termination, we must:
1. refund you the balance of any money that you have paid in advance, once we have set-off the Final Invoice; and
2. return or delete all of your Confidential Information and Content that has been provided during the provision of our Services, except for one copy where required for quality assurance or insurance purposes.

14. Notices

Any notice given under or in connection with this Agreement:

must be addressed to a party's contact address as shown on the Proposal or as otherwise notified by a party to the other party from time to time;
must be delivered to that party's address, sent by pre-paid mail, or sent by email to that party's email address; and
will be deemed to be received by the addressee: if delivered by hand, at the time of delivery; if sent by post, on the third business day after the day on which it is posted; or if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth).

15. General Matters

15.1 Interpretation

In interpreting this document: headings are for convenience only and will not affect interpretation; words in the singular include the plural and vice versa; a reference to legislation or other law includes delegated legislation and consolidations, amendments, re-enactments or replacements; and a reference to "include", "includes" and "including" is read as if followed by the words "without limitation".

15.2 Relationship of Parties

Nothing in these Terms gives rise to any relationship of agency, partnership, employment or otherwise between the parties.

15.3 Survival

Clauses 6, 8, 9, 10, 11, 12, 13.3, 15.8 and 15.9 survive termination of this Agreement on an ongoing basis. Clauses 4, 6, 8 and 9 are essential terms of these Terms.

15.4 Assignment

You cannot assign, novate or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.
You agree that if we merge or amalgamate with another entity or otherwise sell or dispose of our business, we may assign or novate this Agreement, including all materials, personal information, confidential information and ideas supplied by you, to that other entity, provided that entity agrees to be bound by equivalent terms.

15.5 Force Majeure

A party will not be liable for any failure or delay in the performance of its obligations under the Agreement to the extent that such failure or delay is caused by a circumstance not within the reasonable control of the party and could not have been reasonably avoided, prevented or circumvented by the party.

15.6 Waiver

The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by written notice signed by the party to be bound by the waiver.

15.7 Changes to Terms

We may update these Terms from time to time. We will notify you of any material changes by posting the updated Terms on our website and, where practicable, by email. Your continued use of the Services after any changes constitutes your acceptance of the updated Terms.

15.8 Jurisdiction

This Agreement is governed by the law in force in the State of Queensland, Australia, and each party submits to the non-exclusive jurisdiction of the courts of Queensland.

15.9 Severability

Any provision of these Terms that is illegal, void or unenforceable will be severed without prejudice to the balance of the conditions which will remain in force.

15.10 Insurance

We maintain appropriate insurance policies, including public liability and professional indemnity insurance, commensurate with the nature and scope of the Services. Details of our insurance coverage are available upon reasonable written request.

16. Acknowledgement

You acknowledge that:

you have read, understood and have agreed to be bound by these Terms and any Services Agreement (as applicable);
you have received and will retain your own copies of these Terms and any Proposal;
you have been informed by us that you should seek independent advice in relation to the Agreement prior to accepting our offer of Services; and
any person that accepts this Agreement on your behalf represents and warrants to us that they are duly authorised by you to accept this Agreement on your behalf and their acceptance is effective to legally bind you to this Agreement.

17. Definitions

In these Terms the following definitions apply:

Claim includes, in relation to a person, a demand, claim, action, dispute or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent.
Confidential Information means information that is by its nature confidential and is designated by a party as confidential, is described in a Proposal as confidential, or a party knows or ought to know is confidential, but does not include information that is or becomes generally available in the public domain (other than through breach of confidence), is rightfully received from a third person, or has been independently developed without using Confidential Information of the other party.
Consequential Loss means indirect economic loss, loss of income or profit, loss or damages resulting from wasted management time, damage to goodwill or business reputation, loss of contract, loss of data, liability under other agreements or to third parties, loss of opportunity or any other special, indirect, remote or punitive loss or damage.
Content means any audio, video, images, text, messages or other material you stream, upload or distribute through the platform.
IPRs means all intellectual property rights of whatever nature including all rights conferred under statute, common law or equity, including copyrights, patent rights, trade mark rights, design rights and trade secrets.
Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent.
Materials means materials created or provided by us in the course of providing the Services, including software, embed codes, player configurations, analytics reports, documents, diagrams and know-how.
Personnel means employees, agents and contractors.
Proposal means the document we have provided to you specifying in detail the nature of the Agreement between the parties.
Services means all services provided by us including the live streaming platform, video on demand, embeddable player, condolence messaging, analytics, AI-generated subtitles, and associated support services.
Service Fees means our fees for the provision of our Services.
Termination Date means the date that this Agreement is taken to be terminated in accordance with clause 13.

18. Contact

If you have any questions about these Terms, please contact us at support@streampro.video or call us on 07 5499 0822.