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Please read our Terms and Conditions carefully before engaging with paus.
Version 1, 6th of January, 2022
1. Introduction
The Paus project aims to create a Web3-based crowdfunding platform for independent movie producers. It allows the users of the platform to fund an idea or an ongoing production of the movie. To incentivize the users as well as to promote shared ownership over the process, intellectual property rights to each movie fully or partly funded via Paus belong collectively to the producer and to the users who have supported it.
2. Terminology and Textual Conventions
This section defines the terminology and textual convention used throughout these Terms of Use.
The “Platform” refers to the Paus platform that comprises the Paus website available at fund.paus.tv, as well as the Paus smart contract deployed at Ethereum MainChain.
The “Operator” refers to Vaulter LTD, the legal entity established under the laws of the Republic of the Marshall Islands, that acts as the operator of the Platform.
The “User” refers to the natural or legal person registered on the Platform.
“IP” refers to intellectual property.
3. Legal Status
These Terms of Use are a legally binding contract between the Operator and each of the Users, and between all the Users themselves. However, these Terms of Use do not and are not meant to establish any form of partnership, joint venture or employment between the Operator and/or the Users.
Every User is required to accept these Terms of Use upon registration on the Platform. The Terms of Use remain in force and are obligatory for all Users if and while they continue to use the Platform. Please note that certain provisions of these Terms of Use will remain effective even after you cease to use the Platform.
We advise you to read these Terms of Use carefully and, if necessary, with the advice of a legal professional, as they directly concern your legal rights and obligations.
4. Registration and KYC
You need to register on the Platform in order to become a User and to be able to participate in the fundraising.
To register on the Platform, you will have to provide certain information regarding your real-life identity. Such information includes at least your full name, country of residence (for natural persons), country of incorporation (for legal persons), taxpayer number or similar identifier, and postal address of your place of permanent residence. You will also be required to provide an address of your Ethereum wallet that will be used for interaction with the Platform.
The Operator will take necessary measures to conduct know-you-client (KYC) checks. In particular, the Operator may at any time ask you to provide a copy of a document to validate your identity or other information you submitted, such as the place of permanent residence. if you fail to provide such a document, the Operator may temporarily suspend your Platform account until the necessary documents are provided.
5. Fundraising
5.1. General Provisions on Campaigns
The process of fundraising on the Platform is structured around campaigns. A “campaign” is a distinct idea of a future movie published on the Platform by one of its Users, who is referred to as the “Producer” with respect to the campaign he has launched.
A campaign, once published, may be supported by other Users. A User is referred to as the “Backer” with respect to the campaign he has supported.
Backers support a campaign by making contributions. A “contribution” is an asset that the Backer transfers to the Producer via the Platform to support the production of the future movie. The mechanics and legal effects of making a contribution are detailed in these Terms of Use.
Each campaign creates a distinct set of legal relations between the Producer, Backers, and Operator. Whenever a reference is made to the Producer, Backer, or Operator in sections 5 to 7 of these Terms of Use, this reference shall be construed to define the rights, powers, and duties of the respective Users and the Operator only in the context of the particular campaign.
5.2. Launching a Campaign
A User may launch a campaign by publishing an announcement on the Platform (the “campaign announcement”). The User shall, when launching a campaign, disclose and/or define the following information in the campaign announcement:
Before the publication of a campaign announcement, it will be reviewed by the Operator. The Operator will decide, in its sole discretion, whether to publish the campaign announcement or not. The Operator is not obliged to explain the reasons for the refusal to publish a certain campaign announcement.
After the campaign is launched, the Producer may not change the parameters defined in the campaign announcement.
5.3. Making a Contribution
Any User may make one and only one contribution to a campaign during the campaign duration. A sum of a contribution shall be one of the sums defined by the Producer in the campaign announcement.
In order to make a contribution, a User shall transfer Ethereum tokens (ETH) to the Platform smart contract from his address recorded in the User’s Platform account. These assets will be locked in the smart contract until the end-of-campaign event (the “ECE”) occurs. Once the User has made his contribution, he becomes a Backer.
The lock of assets in the Platform smart contract means that they remain the Backer’s property but are temporarily held by the Operator in the smart contract and may not be redeemed (transferred back to the Backer), transacted, or otherwise used until the ECE.
The ECE shall be one of the following events, whichever occurs first:
5.4. Successful ECE
The following rules apply if the campaign ends with a Successful ECE.
All the Backers and the Producer for the respective campaign, and the Operator are deemed to have entered a contract on the date of Successful ECE, pursuant to which:
To effectuate the said contract, the Operator shall, via the Platform smart contract and on the date of the Successful ECE:
5.4. Unsuccessful ECE
In case of an Unsuccessful ECE, the Operator shall, via the Platform smart contract and on the date of the Unsuccessful ECE, transfer all the Backers’ contributions back to the Backers.
6. Backer Entitlement
6.1. Individual IP share
The Backer entitlement includes an individual share in the IP rights to the movie created by the Producer, which is referred to as an “Individual IP Share”.
The Individual IP Share of a particular Backer is calculated according to the following formula:
S=TS×Sc
where
S stands for the Individual IP Share,
TS stands for the total share of IP rights to the future movie that will be collectively obtained by Backers, as defined in the campaign announcement, and
Sc stands for the share of a particular Backer’s contribution to the campaign target.
For instance, if the campaign target had been set to 100 ETH and a Backer made a contribution of 5 ETH, the share of his individual contribution (Sc) is 0.05. If the Producer announced that he is willing to surrender 30 % of IP rights to the Backers (TS=0.3), the Individual IP Share of this Backer will be equal to 0.015.
6.2. Other Entitlements
TBC
6.3. Backer NFT
Each Backer NFT is a unique on-chain digital representation of the respective Backer entitlement. A person who owns a Backer NFT is considered to be the person who owns the Backer entitlement associated with such Backer NFT.
The Platform smart contract is used to track the current ownership of Backer NFTs for each campaign. Upon the request of the Producer, the Operator shall disclose the list of the owners of all Backer NFTs for a particular campaign as of a particular time.
Backer NFTs are limited circulation tokens. They are initially distributed among the Users who have supported a successful campaign (see subsection 5.3 above). After initial distribution, they may only be transferred to other Users. The Platform smart contract makes it technically impossible to transfer a Backer NFT to any other person that is not a User.
6.4. Transferability of the Backer Entitlement
The Backer entitlement is transferable under conditions and restrictions defined in these Terms of Use.
As the Backer NFT is welded to the Backer entitlement, the sole way of transferring the Backer entitlement is to transfer the Backer NFT to another User via the Platform smart contract.
After the Backer NFT is transferred, the transferee obtains the Backer entitlement and becomes a Backer, while the transferer ceases to be a Backer. The transferee is considered to be the successor of the transferer with regard to titles, rights, and powers that constitute the respective Backer entitlement.
7. IP Rights to the Movie & Profit Sharing
The IP rights to the movie, fully or partly funded via the Platform, are subject to the special regime contractually established by these Terms of Use and, in particular, this section. The special regime aims to guarantee the interests of the Backers as co-owners of the IP rights to the movie while allowing the necessary degree of flexibility for the Producer.
“Movie” is used to refer to a cinematographic work created by the Producer (himself or with contribution from third parties) after the end of a successful campaign and using the funds contributed by the Backers.
Unless indicated otherwise, in this section, “IP rights” refer to economic IP rights, including rights to use, allow others to use, and forbid the use of the work.
7.1. Obtainment of IP Rights
Upon completion of the movie, the Producer and the Backers shall be considered to collectively own the IP rights to the movie.
The Backers shall be considered to have obtained their respective shares of the IP rights to the movie on the moment of completion of the movie on the basis of these Terms of Use. No further instrument shall be executed between the Backers and the Producers to effectuate this arrangement.
If any third parties have contributed to the creation of the movie to the extent that they, according to the applicable legislation, have become the co-authors of the movie, the Producer shall be obliged to obtain IP rights from these third parties in the interest of the Backers. For these purposes, the Backers hereby authorize the Producer to act on their behalf whenever the Producer enters into any contract necessary to obtain such IP rights. Such contracts shall clearly indicate that the IP rights are transferred in part to the Backers.
7.2. Licenses
The Producer shall be the sole person who is authorized to allow other persons to use the movie by granting licenses on behalf of all co-owners of IP rights (including all the Backers). For this purpose, the Backers hereby authorize the Producer to act on their behalf whenever the Producer enters into any contract necessary to grant such licenses.
The Producer’s authorization according to this subsection shall be without any limitations, except the Producer’s profit-sharing obligation under subsection 7.4.
The Backers are explicitly prohibited from granting any license to use the movie to third parties based on their Individual IP Shares.
7.3. Transfer of IP Rights as a Whole
The Producer shall be the sole person who is authorized to transfer the IP rights to the movie as a whole on behalf of all co-owners of the IP rights (including all the Backers). For this purpose, the Backers hereby authorize the Producer to act on their behalf whenever the Producer enters into any contract necessary to effectuate such transfer.
The Producer’s authorization according to this subsection shall be without any limitations, except the Producer’s profit-sharing obligation under subsection 7.4.
The Backers are explicitly prohibited from transferring IP rights to the movie as a whole to third parties based on their Individual IP Shares. This is without prejudice to the Backer’s right to transfer the Individual IP Share as a part of a Backer entitlement to another User according to subsection 6.4.
7.4. Profit Sharing
The Producer shall be obliged to transfer a part of the profits he will receive in connection with the exploitation of the IP rights to the movie (the “movie profits”) to the Backers according to the rules defined in this subsection.
The movie profits shall include any revenues the Producer will obtain in connection with the exploitation of the IP rights to the movie, such as royalties or other fees for granting a license or transfer of IP rights to a third person, reduced by the sum of the expenses that will be made by Producer in connection with the production or distribution of the movie.
The movie profits shall be calculated as the running total on the last day of each quarter (i. e. March 31, June 30, September 30, and December 31), beginning with the quarter in which the movie was created.
The part of movie profits to be transferred collectively to Backers is referred to as the “effective payout”. It is calculated according to the following rules.
If the movie profits at the end of the quarter are 0 or less than 0, the effective payout for this quarter is 0.
If the movie profits at the end of the quarter are more than 0:
(1) an ancillary parameter, the “net payout”, is calculated for this quarter according to the following formula:
POnet=Pr×TS-TPO
where:
POnet stands for net payout for the present quarter,
Pr stands for movie profits at the end of the present quarter,
TS stands for the share of IP rights to the movie that has collectively been obtained by Backers, as defined in the campaign announcement, and
TPO stands for a running total of effective payouts for all the previous quarters, and 0 if the net payout is calculated for the first time;
(2) if the net payout is 0 or less than zero, the effective payout shall be 0; otherwise, the effective payout shall be equal to the net payout.
For example, if the share of Backers’ IP rights in a campaign is 20 % (TS=0.2), the calculation of the payout may look like this:
Quarter
Producer’s expenses up to the end of the quarter
Producer’s revenues up to the end of the quarter
Movie profits at the end of the quarter (Pr)
Net payout (POnet)
Effective payout
Running total of effective payouts, including the present quarter (TPO for the next quarter)
To ensure transparency in the process of profit sharing, the Producer shall keep the records adequate to determine the movie profits and the effective payouts for each quarter. The Producer shall also use a distinct bank account for all transactions related to the movie.
The Producer shall determine the effective payout for each quarter and submit the corresponding calculations to the Operator no later than 10 working days after the end of the quarter. The Operator shall make these calculations available to the Backers.
The effective payouts shall be distributed between the Backers by the Operator. For this purpose, the Backers hereby authorize the Operator to receive the effective payout from the Producer and act as the intermediary for such transaction.
The Producer shall transfer the effective payout to the Operator no later than 20 working days after the end of the quarter. The effective payout shall be transferred in Ethereum tokens (ETH) to the Platform smart contract. If the sum of the effective payout is denominated in fiat currency, the exchange rate [from where?] effective on the date prior to the date of transfer shall be applied.
Upon receipt of the effective payout for a particular quarter, the Operator shall immediately distribute them, via the Platform smart contract, among the Backers (as of the 23:59:59 UTC of the last day of the said quarter) proportionate to the share of their contributions to the campaign target.
7.5. Inspection and Audit
In order to ensure that the Producer adheres to these Terms of Use, and in particular his profit-sharing obligations, the Operator shall be authorized:
(1) to receive from the Producer any information and documents related to the production and distribution of the movie as well as the Producer’s expenses and revenues (including the contracts the Producer has entered according to subsections 7.2 and 7.3 and bank statements for the bank account opened by the Producer for the transactions related to the movie). The Producer shall provide any such documents within 10 working days upon receipt of the corresponding Operator’s request;
(2) to conduct on-the-site inspections at the Producer’s office and to have access to the documents referred to in § (1) of this subsection. The Operator shall provide a notice of such an inspection in advance, but in any case no later than 3 working days before it is planned to commence, and the Producer shall provide access to his office and the said documents to the Operator’s representatives listed in such notice.
The Operator conducts these measures in the interest of all the Backers. This subsection does not create any independent right of inspection and audit on the part of the Backers.
7.6. Effect of Transfer of IP Rights
If the Producer transfers the IP rights to the movie as a whole to a third party (subsection 7.3), this shall terminate the legal relations between the Producer and the Backers, including the profit-sharing obligation of the Producer.
8. Miscellaneous Provisions
8.1. Dispute Resolution and Governing Law
These Terms of Use shall be governed by the substantive law of the Republic of the Marshall Islands.
The Operator and the Users will try to cooperate to resolve any disputes arising out of or in connection with these Terms of Use, including any question regarding their existence, validity, or termination (the “dispute”), through good faith negotiations.
If these negotiations fail to produce a resolution accepted by the parties to the dispute, such a dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, the UK. The language to be used in the arbitral proceedings shall be English.
8.2. Acknowledgement of Risk
By accepting these Terms of Use, each User fully acknowledges and assumes the following risks.
(1) Making a contribution to a campaign on the Platform is primarily a way to support a Producer and not an investment opportunity. The special regime of IP rights that encompasses Backer’s right to a part of the movie profits is merely a way to incentivize Users. However, to the extent that Backers are entitled to receive a part of movie profits as a part of Backer entitlement, each User understands that there are certain risks related to the profitability of the future movie, and neither the Producer nor the Operator may guarantee that a movie will ever become profitable and/or will generate any particular profits in future.
(2) The Platform is still in the development stage and unproven. There is no warranty that the processes of any transactions on the Platform will be uninterrupted or error-free, and there is an inherent risk that the Platform could contain vulnerabilities or bugs. Such vulnerabilities, errors, and bugs may result in unpredictable consequences, including the loss of Backer NFTs.
(3) It is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, Blockchain technology-based applications or usage of tokens, which may be contrary to the current setup of the Platform and which may result in substantial modifications of the Platform, including its termination and the loss of Backer NFTs.
These terms tell you the rules for using our website www.paus.tv (our site).
Our site is a sharing platform for people to discover and reward inspiring short-form content, including the live events that we host from time to time. It is an ad-free, democratic and responsible service, driven by a passionate community.
Our site is a place of empowerment, both for content creators and audiences and we need to ensure that our community operates with the utmost respect.
Paus.tv is a site operated by Barndoor Technology Limited ("We"). We are registered in England and Wales under company number 12163029 and have our registered office at Suite 7 Brackenholme Business Park, Brackenholme, Selby, North Yorkshire, England, YO8 6EL
To contact us, please email hello@paus.tv
By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
In order to use our site, you must be at least thirteen (18) years of age.
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.
There are other terms that may apply to you
These terms of use refer to the following additional terms, which also apply to your use of our site:
Therefore we comply with UK law. As a Viewer, you must ensure you comply with your own local law.
1. Registered Users, Free Trials, Subscription, Billing, and Cancellation
You may register as a Viewer of the Website by using an email address and password.
Paus has the ability to set a monthly subscription for full access to its content to stream or where applicable, download. For all new users, if not already given the opportunity of a free trial, you will be entitled to a free trial period, which will commence by clicking ‘Start Free Trial’ and completing the registration process. The free trial period of your subscription lasts for 7 days, or as otherwise specified.
Free trials are for new and certain former users only. Paus reserves the right, in its absolute discretion, to determine your free trial eligibility. We will begin billing your payment method for subscription fees at the end of the free trial period of your subscription unless you cancel prior to the end of the free trial period.
You will not receive a notice from us that your free trial period has ended or that the paying portion of your subscription has begun. We will continue to bill your payment method for your subscription fee until you cancel.
Your monthly or annual subscription, which may start with a Free Trial, will continue month to month or year to year unless and until you cancel your subscription. You must have Internet access and provide us with a current, valid, accepted method of payment to use the Paus Subscription service.
We will bill the subscription fee to your payment method. You must cancel your subscription before it renews in order to avoid billing of the next period's subscription fees to your payment method.
We allow Viewers to provide payment to our creators by using the ‘Tip The Filmmaker’ button on Paus. This allows Viewers to send discretionary payments, in addition to any monthly or annual subscription, directly to creators. For these ‘Tips’, Paus charges a 20% fee, giving the Creator 80% less any third party payment processing fees.
These tips are non-refundable and will be charged to the payment method input at the time of payment.
Recurring Billing. By starting your Paus subscription, you authorise us to charge you a monthly or an annual subscription fee at the then-current rate, along with any other charges you may incur in connection with your use of the service, to your Payment method. The subscription fee for our service will be billed at the beginning of the paying portion of your subscription unless and until you cancel your subscription.
Price Changes.We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms & Conditions, any price changes to your service will take effect following email notice to you.
Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. You may cancel your Paus subscription at any time, and you will continue to have access to the Paus service through the end of your billing period. We do not provide refunds or credits for any partial subscription periods.
To cancel, go to the ‘Subscriptions’ page in the account settings on the website and select ‘Cancel’, or email hello@paus.tv and we will cancel for you.
You may edit your payment method information by emailing hello@paus.tv, where we will provide further guidance
We may update and change our site from time to time to reflect changes to our services, our users' needs, and our business priorities.
We do not guarantee that our site, or any Content, will always be available or be uninterrupted.
We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons.
You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions and that they comply with them.
An account can only be opened in the name of an individual and only one account can be opened by each individual. You are not entitled to use another person’s account or to allow another person to use your account or to transfer your account to another person. You also confirm that any identifiable information that you provide is your own and is complete and accurate.
As part of the registration process you shall be required to provide your email address and create a username and password for your Account ("Login Details"). You are responsible for the security of your Login Details and we are not liable for any unauthorised access to your Account arising from your failure to keep your Login Details secure.
From time to time we offer incentives and benefits for our users. We recommend that you regularly update any personal details in order to receive details of such offers or receive any benefits.
If you are provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use or the spirit of our web site.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at hello@paus.tv.
Our site is made available free of charge but as a viewer (“Viewer”) of third party content on our site (“Content”) you will be offered various opportunities to support the creators of Content, including via paid for means.
Where any payment is made you take full responsibility that the credit/debit card that is being used to make payment is yours or that you have been explicitly authorised by the owner of the credit/debit card to use it. All credit and debit card holders are subject to validation checks and authorisation by the card issuer. If your card issuer refuses to authorise payment, we will not be able to process the payment in question.
All payments are made to Stripe who will allocate those payments between us and the applicable creators (who will themselves be responsible for allocating their payments to any contributors of the Content, at their discretion).
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it, including the rights in live events that you can access on our site from time to time (“Site Content”). Those works are protected by copyright laws and treaties around the world. All such rights are reserved and unless otherwise agreed in writing, you have no rights to use any Site Content.
The rights granted to you in respect to any of the Content and materials on our web site are (unless otherwise stated to you contractually in writing) strictly limited to the personal rights required to view the Content for your own personal use on our web site (or by such other means for viewing the content which we may make available to you from time to time) and for no other purpose, commercial or otherwise. You are not permitted to share any Content by any means.
We have a zero tolerance policy in relation to copyright infringement and it is strictly forbidden to:
a. publish, transmit, sublicense or distribute Content or any other materials without the express written consent of the Creator or Paus.tv;
b. duplicate, modify or edit Content without the express written consent the Creator or Paus.tv;
c. use any illustrations, photographs, video or audio sequences or any graphics without the permission of the originator, Creator or Paus.tv.
Where any use is permitted, our status (and that of the applicable Creator) as the authors, owners or licensees of the Content must always be acknowledged.
You must not use any part of the Content for commercial purposes without obtaining a licence to do so from us or the applicable Creator.
If you use any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
We are not responsible for websites we link to
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
Uploading and Approval of Content
We take reasonable steps to curate and approve Content before it is made available to Viewers. However, we are not responsible for any rating given to Content by the Creator nor for verifying the statements as to ownership of Content that are given to us by the Creator.
Any claim in respect of Content which infringes (or may infringe) third party intellectual property rights should be made against the Creator and not against us. In the event that any such claim is brought to our attention, we will promptly notify the Creator, should any claim of infringement be successful we will remove infringing Content.
Our web site may include other information and materials uploaded by other users of the site other than Content. This information and these materials have not been reviewed by us. The views expressed by other users on our site do not represent our views or values.
How to complain about content uploaded by other users
If you wish to complain about Content or any other material on our web site, please contact us on hello@paus.tv.
Our responsibility for loss or damage suffered by you
We will only use your personal information as set out in our privacy policy.
For any further information, you can contact us with the button below.
Get in touchThese terms explain the rules for using our website www.paus.tv (our site) and also the submission and uploading of your content (Content).
Our site is a sharing platform for to help support exciting content creators access a vibrant community and opportunities to share your work, get discovered and be rewarded by your friends, family and fans. We are an ad-free, democratic and responsible service, driven by a passionate community.
Who we are and how to contact us
Paus.tv is a site operated by Barndoor Technology Limited ("We"). We are registered in England and Wales under company number 12163029 and have our registered office at Suite 7 Brackenholme Business Park, Brackenholme, Selby, North Yorkshire, England, YO8 6EL
To contact us for any reason, please email hello@paus.tv
By using our site you accept these terms
By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
In order to use our site, you must be at least thirteen (13) years of age.
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.
These terms of use refer to the following additional terms, which also apply to your use of our site:
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. We may also update and change our site from time to time to reflect changes to our services, our users' needs, and our business priorities.
We may update and change our site from time to time to reflect changes to our services, our users' needs, and our business priorities.
We do not guarantee that our site, or any access to your Content, will always be available or be uninterrupted.
We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons.
You are also responsible for ensuring that all persons who access our site through your internet connection and account are aware of these terms of use and other applicable terms and conditions and that they comply with them.
6.1 An account can only be opened in the name of an individual and only one account can be opened by each individual. You also confirm that any personally identifiable information that you provide is your own and is complete, up to date, and accurate.
6.2 As part of the registration process you will need to provide your email address and create a username and password for your Account (Login Details). You are responsible for the security of your Login Details and we are not liable for any unauthorised access to your Account arising from your failure to keep your Login Details secure.
7.1 As a provider of Content (Creator):
(a) you may be entitled to a fee where your Content reach meets a certain level of monthly audience views.
(b) you will receive payment for any Tips (based on an 80 / 20 split) of which 80% of each Tip (less any third party processing fees) will be paid directly to you.
7.2 All payments are made by the Paus.tv user via Stripe and payments will be allocated automatically between Paus.tv and each Creator.
7.3 You are entirely responsible for allocating any appropriate payments to any contributors to your Content.
7.4 Fee for uploading content. Please note that we reserve the right to charge an upload fee each time that Content is uploaded, as specified prior to you beginning the upload.
8.1 As part of the sign-up process, you will be required to connect your bank account securely to Stripe to receive any payments from the paus.tv web site directly.
8.2 It is crucial that you regularly update any personal or account details in order to continue to receive any payments in respect to your Content.
9.1 If you are provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
9.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use or the spirit of our web site.
9.3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at hello@paus.tv.
10.1 We will take reasonable steps to curate and approve Content before it is made available to Viewers. However, we are not responsible for any rating given to Content by you or for verifying the statements as to ownership of Content that you provide.
10.2 Whenever you upload Content to our site or make use of a feature that allows you to make contact with other users of our site you must comply with the content standards set out in our Acceptable Use Policy.
10.6 You must only upload your own Content and must not upload Content on behalf of someone else. Any fees attributable to particular Content will only be paid to the person who has uploaded that Content.
10.7 If you wish us to delete any of your Content then please email hello@paus.tv and we will remove it within 24 hours of receipt of your request
10.8 You are solely responsible for securing and backing up your content. We accept no liability whatsoever in respect to the loss of any Content for any reason.
Rights you are giving us to use Content you upload
10.9 You retain all of your ownership rights in your Content but you are required to grant us and our Viewers a limited license to use, store and copy that Content and to distribute it. The purpose of this license is to allow us to support you as a Creator and promote access to you and your Content.
10.10 When you upload Content to our site, you grant us the following rights and consents to use that Content for as long as that Content remains in your Paus.tv account or submitted to the Paus.tv platform or you terminate your account with us:
(a) a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works (such as showreels) of, display, and perform that Content in connection with the services provided by Paus.tv and to make that Content available to Viewers and our websites and across different media including to promote the site or the service
(b) the express right to grant a sub-licence to Viewers to the extent necessary for Viewers to view the Content and to engage in any other revenue generating activity for the Creator in respect to the Content.
(c) a waiver of any and all moral rights arising under Part I of the Copyright, Designs and Patents Act 1988 (CDPA) and performers' non-property rights arising under Part II of the CDPA and any similar laws of any jurisdiction in the Content in favour of Paus.tv and all our licensees, sub-licensees, assignees and successors.
10.11 Your responsibility to clear any third-party content in your Content. By posting content which incorporates anyone else’s intellectual property rights or other rights you are responsible for ensuring that you have all the necessary consents and permissions from those individuals to upload the Content. By uploading the Content, you confirm that you have secured any licences, consents or waivers required for the use of any third-party content in your Content to allow us to use your Content as described in this agreement or otherwise agreed in writing between us. We may ask you for verification of clearance of all third party rights in your Content.
Compliance with our Standards
10.12 You warrant that your Content complies with the standards set out in our Acceptable Use Policy, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty
10.13 Infringement Claims. Any claim in respect of Content which infringes (or may infringe) third party intellectual property rights should be made against the Creator and not against us. In the event that any such claim is brought to our attention, we will promptly notify the Creator, should any claim of infringement be successful we will remove infringing Content.
10.14 Other user content. Our web site may include other information and materials uploaded by other users of the site other than Content. This information and these materials have not been reviewed by us. The views expressed by other users on our site do not represent our views or values.
10.15 How to complain about content uploaded by other users
If you wish to complain about Content or any other material on our web site, please contact us on hello@paus.tv.
11.1 You warrant that:
(a) you have the legal capacity and are free contractually to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent you from doing so.
(b) the Content is wholly original and its use in accordance with this agreement will not infringe the intellectual property rights or other rights of any third party.
(c) the Content will not breach our Acceptable Use Policy.
11.2 We do not assess the legality of your content. We undertake no responsibility to review the Content to determine whether any such content is in breach of our Acceptable Use Policy or may result in any liability to any third party. We will not be responsible as author, editor or publisher of any Content you submit and, to the fullest extent permissible by law, we expressly exclude our liability for any loss or damage arising.
12.1 We reserve the right to promptly remove, or to disable access to, any Content which we deem to be potentially defamatory of any person, unlawful or in violation of any third-party rights, our Acceptable Use Policy, or which in our sole discretion is not in the spirit of Paus.tv and our business.
12.2 If we consider that a breach of our content standards has occurred, we may at our discretion take such action as we deem appropriate, where we deem it reasonable, we will give you a right of reply before taking action.
However, we are under no obligation to do so and failure to comply with our Acceptable Use Policy or other standards constitutes a material breach of this agreement and may result in our taking all or any of the following actions:
We exclude our liability for all action we may take in response to your breach of this agreement
13.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
13.2 You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice.
13.3 The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
13.4 If you wish to link to or make any use of content on our site other than that set out above, please contact hello@paus.tv
14.1 This agreement shall continue unless terminated by you or by us or you request for your account to be cancelled. We don’t want you to leave, but if you wish to terminate your account for any reason please contact hello@paus.tv.
14.2 Either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this agreement and (if such breach is capable of being fixed) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
14.3 We may terminate this agreement with immediate effect, without further liability to you of any kind, at any time if in our sole opinion we believe that you are in breach of any term of this agreement, acting in a way which is not in the spirit of the objectives of Paus.tv, or in a way which we deem to be damaging or potentially damaging to the objectives of Paus.tv or any of our Viewers, Content providers or partners.
14.4 We may terminate this agreement on 30 days’ advance written notice, at any time, at our sole discretion, without further liability to you of any kind.
14.5 On expiry or termination of this licence, all provisions of this agreement unless otherwise stated shall cease to have effect, and except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.
14.6 Following termination or expiration of this agreement, unless otherwise agreed, we will delete all Content from our web site and cease distribution of the Content.
If we are sued because of your use of or conduct on Paus.tv you have to pay for it. You will indemnify us against all costs, claims, damages, losses and expenses arising as a result of any claim or action, suffered or incurred in connection with your breach of these terms, any third party claim, breach of applicable law or regulation, or which relate to your use of Paus.tv. We reserve the right to exclusive control over the defence of a claim covered by this clause. If we use this right then you will help us in our defence. Your obligation to indemnify under this clause also applies to our subsidiaries, affiliates, officers, directors, employees, agents and third-party service providers.
To the extent permitted by law, we are not liable to you for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage arising out of these terms, or your use or attempted use of Paus.tv or otherwise in respect to our use or other uses of your Content. To the extent permitted by law, our aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement, your use of Paus.tv or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the amount of money we have earned through your use of Paus.tv in that calendar year. We are specifically not liable for loss associated with unfulfilled benefits and from losses caused by conflicting contractual agreements.
17. Assignment and Sub-Licensing
17.1 We may assign, transfer, mortgage, charge, sub-contract, delegate, sub-license, declare a trust over or deal in any other manner with any or all of our rights and obligations under this agreement.
17.2 In the event that Paus.tv assigns, transfers, novates, sub-licenses or otherwise disposes of its rights or obligations under this agreement, in accordance with clause 17.1, the recipient of such rights or obligations shall also be granted permission to use the Content, or any part thereof for the purposes agreed in this agreement, as if they were Paus.tv.
18. General
Entire agreement (a) This agreement constitutes the entire agreement between us. In entering into this agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
Governing law This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Consumer Laws Nothing in this agreement is intended to, or shall have the affect of affecting your rights as a consumer under applicable consumer law which shall, to the extent required or applicable, remain unaffected by the provisions of this agreement.
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