Terms of Service

1.1 Provision of Services

Stream Engine will use commercially reasonable efforts to provide the Services to Customer for Customer’s internal business purposes, together with support in accordance with Stream Engine’s standard practices. An “Order Form” means any ordering document, quote, online checkout, or subscription page that references these Terms and identifies the Services purchased, usage limits, subscription term, and fees.

1.2 Evaluation and Beta Services

Stream Engine may offer trial, beta, preview, or other evaluation versions of the Services (“Evaluation Services”) at no charge. Evaluation Services are provided solely for evaluation purposes and not for production use, are provided “AS IS” without support or warranties of any kind, and may be modified or discontinued at any time. Unless otherwise stated, any trial period ends 60 days after it begins. Stream Engine has no liability for any harm arising from Evaluation Services.

1.3 Authorized Users

Customer may permit its employees and contractors (“Authorized Users”) to access the Services on Customer’s behalf. Customer is responsible for all Authorized Users’ compliance with these Terms and for all activity under Customer’s account. Customer will ensure that Authorized Users keep login credentials confidential and will notify Stream Engine promptly of any suspected unauthorized use or compromise of credentials.

1.4 Third-Party Services

The Services may link to, integrate with, or allow Customer to enable third-party products, platforms, or services (“Third-Party Services”). Stream Engine does not control Third-Party Services and is not responsible for them. Customer’s use of Third-Party Services is governed by the applicable third party’s terms and privacy policy, and Customer is solely responsible for obtaining any required licenses, permissions, or authorizations.

2.1 License

Subject to these Terms, Stream Engine grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the subscription term solely for Customer’s internal business operations. If any Stream Engine software is provided for installation on Customer’s systems (“Software”), Stream Engine grants Customer a limited license to install and use the Software solely in connection with the Services. Any open source components remain subject to their own licenses. Stream Engine reserves all rights not expressly granted.

2.2 Restrictions

Customer will not, and will not permit any Authorized User or third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Services or Software;
• Modify, translate, or create derivative works of the Services or Software, except as expressly permitted in writing by Stream Engine;
• Sell, resell, rent, lease, sublicense, or use the Services on a timesharing or service-bureau basis, or otherwise for the benefit of a third party;
• Use the Services to build or assist in building a competing product or service;
• Remove or obscure any proprietary notices or labels;
• Circumvent any usage limits, security measures, or access controls, or attempt to gain unauthorized access to the Services or related systems;
• Interfere with or disrupt the integrity or performance of the Services.

2.3 Acceptable Use

Customer will not use the Services:

• In any manner that violates applicable law or infringes or misappropriates the rights of any third party;
• To upload, stream, transmit, or store any content that is unlawful, defamatory, harassing, obscene, infringing, or that Customer does not have the right to use;
• To distribute malware, spam, or other harmful code or unsolicited communications;
• In violation of the terms or policies of any Third-Party Service used in connection with the Services;
• To make, without meaningful human review, any decision that produces legal or similarly significant effects concerning an individual (including decisions about credit, employment, housing, insurance, healthcare, or access to essential services).

2.4 Compliance; Monitoring

Customer represents and warrants that it will use the Services in compliance with Stream Engine’s published policies and all applicable laws, including privacy, data protection, and intellectual property laws. Stream Engine may (but has no obligation to) monitor use of the Services and may remove or disable any content or usage that Stream Engine reasonably believes violates these Terms.

2.5 Customer Responsibilities

Customer is responsible for obtaining and maintaining all equipment, software, and network connections needed to access the Services, and for the security of its account, passwords, and systems. Customer is responsible for all use of the Services under its account, whether or not authorized.

3.1 Fees

Customer will pay the fees set forth in the applicable Order Form (“Fees”). Except as expressly stated in these Terms, all Fees are non-cancelable and non-refundable, including in the event of early termination. If Customer’s usage exceeds the limits specified in the Order Form, Customer will be charged for the excess usage at Stream Engine’s then-current rates. Stream Engine may change Fees or introduce new charges effective at the start of any renewal term upon at least 30 days’ prior notice.

3.2 Invoicing, Disputes, and Taxes

Unless otherwise stated in the Order Form, invoiced amounts are due within 30 days of the invoice date, and subscription fees paid by credit card are charged automatically at the beginning of each billing period. Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), plus reasonable costs of collection, and may result in suspension or termination of the Services. Customer must raise any billing dispute in writing within 60 days of the date the disputed charge first appears; otherwise the charge is deemed accepted. Fees are exclusive of taxes, and Customer is responsible for all sales, use, excise, and similar taxes, other than taxes on Stream Engine’s net income.

4.1 Confidentiality

Each party (the “Receiving Party”) agrees to protect the confidential and proprietary information of the other party (the “Disclosing Party”) (“Proprietary Information”) using at least reasonable care, and not to use or disclose it except as necessary to perform under or use the Services in accordance with these Terms. Stream Engine’s Proprietary Information includes the Services, Software, and non-public information about features, pricing, and roadmap. Customer’s Proprietary Information includes Customer Data. Proprietary Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was known to the Receiving Party before disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the Disclosing Party’s information. The Receiving Party may disclose Proprietary Information as required by law, provided it gives the Disclosing Party prompt notice where legally permitted.

4.2 Customer Data

“Customer Data” means all data, content, media, and other materials that Customer or its Authorized Users submit to, upload to, stream through, or generate using the Services. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants Stream Engine a limited, non-exclusive license to host, store, copy, transmit, process, and display Customer Data solely as necessary to provide, maintain, secure, and support the Services, to prevent or address technical or security issues, and to comply with applicable law. Customer represents and warrants that it has all rights, consents, and authorizations necessary to submit Customer Data to the Services and to permit Stream Engine to use it as described in these Terms, and that Customer’s use of Customer Data complies with applicable law. Stream Engine’s handling of personal information is described in the Stream Engine Privacy Policy.

4.3 Ownership; Feedback

Customer retains all rights in Customer Data and Customer’s own technology. Stream Engine and its licensors own all right, title, and interest in and to the Services, Software, documentation, and all improvements, enhancements, and modifications thereto, and all related intellectual property rights. If Customer provides suggestions, ideas, or feedback about the Services (“Feedback”), Customer grants Stream Engine a perpetual, irrevocable, worldwide, royalty-free right to use and exploit the Feedback for any purpose without obligation to Customer.

4.4 Usage Data; No Training on Customer Data

Stream Engine may collect and use configuration, performance, usage, and diagnostic data relating to the Services (“Usage Data”) to operate, maintain, improve, and enhance the Services and its other offerings, and may disclose Usage Data only in aggregated or de-identified form. Stream Engine does not use Customer Data to train, fine-tune, or develop artificial intelligence or machine learning models, and does not sell Customer Data.

5.1 AI-Powered Features

The Services may include features powered by artificial intelligence or large language models (for example, automated captions, recommendations, summaries, or content analysis). For Stream Engine-managed AI features, relevant portions of Customer Data may be transmitted to third-party model providers identified in the Privacy Policy, under agreements that prohibit those providers from using Customer Data to train their models.

5.2 Customer-Configured Providers

If Customer connects its own third-party AI or model provider accounts to the Services, those providers operate under Customer’s own agreements. They are Customer’s vendors and Third-Party Services, not Stream Engine subcontractors, and Customer is solely responsible for their terms and data practices.

5.3 AI Output

Content, scores, recommendations, or other results generated by AI features (“AI Output”) may be inaccurate, incomplete, or unsuitable for Customer’s purposes, and may not be unique to Customer. Customer is responsible for evaluating the accuracy and appropriateness of AI Output and will not rely on AI Output as the sole basis for any decision without independent human review.

7.1 Term and Renewal

These Terms begin on the date Customer first accepts them and continue for the subscription term stated in the Order Form (the “Term”). The Term automatically renews for successive periods equal to the initial Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Term. If no Term is specified, the initial Term and each renewal Term is 12 months. Monthly subscriptions renew month-to-month and may be canceled effective at the end of the current billing period.

7.2 Suspension

Stream Engine may suspend Customer’s access to the Services, in whole or in part, if (a) any amount is more than 15 days past due, (b) Customer’s use poses a security risk, threatens the integrity or availability of the Services, or could subject Stream Engine to liability, or (c) suspension is required by law. Stream Engine will use reasonable efforts to give notice before suspension and to restore access promptly once the issue is resolved.

7.3 Termination for Cause

Either party may terminate these Terms upon 30 days’ written notice if the other party materially breaches these Terms and fails to cure the breach within the notice period. Stream Engine may terminate immediately upon notice for non-payment or for breach of Sections 2.2 or 2.3.

7.4 Effect of Termination

Upon termination or expiration, Customer’s right to use the Services ends immediately, and all unpaid Fees for the remainder of the Term become immediately due. Customer will cease use of and destroy any Software, and each party will return or destroy the other party’s Proprietary Information. Upon written request made within 30 days after termination, Stream Engine will make Customer Data available for export; after that period, Stream Engine may delete Customer Data in accordance with its retention practices. Sections 2.2, 2.3, 3, 4, 5.3, 9, 10, 11, and 12 survive termination.

9.1 Service Maintenance

Stream Engine will use reasonable efforts consistent with industry standards to maintain the Services in a manner that minimizes errors and interruptions. The Services may be temporarily unavailable for scheduled or emergency maintenance or due to causes beyond Stream Engine’s reasonable control; Stream Engine will use reasonable efforts to provide advance notice of scheduled maintenance.

9.2 AI Disclaimer

9.3 General Disclaimer

10.1 By Stream Engine

Stream Engine will defend Customer against any third-party claim alleging that the Services, as provided by Stream Engine and used in accordance with these Terms, infringe a United States patent or copyright or misappropriate a trade secret, and will pay any damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from (a) components not provided by Stream Engine, (b) modifications made by or for Customer, (c) combination of the Services with products, data, or processes not provided by Stream Engine where the claim would not have arisen but for the combination, (d) Customer’s continued use after being notified of the alleged infringement, or (e) use in breach of these Terms. If the Services are, or Stream Engine believes they are likely to be, held to infringe, Stream Engine may, at its option, (i) obtain the right for Customer to continue using the Services, (ii) modify or replace the Services so they are non-infringing while providing substantially equivalent functionality, or (iii) terminate the affected Services and refund any prepaid Fees for the unused portion of the Term. This Section 10.1 states Stream Engine’s entire liability and Customer’s exclusive remedy for infringement claims.

10.2 By Customer

Customer will defend and indemnify Stream Engine and its affiliates, officers, directors, employees, and agents against any claim, damages, settlement, cost, and expense (including reasonable attorneys’ fees) arising from (a) any matter excluded from Stream Engine’s obligations under Section 10.1, (b) Customer Data or its submission to or use with the Services, including any claim that Customer Data infringes or violates the rights of a third party, or (c) Customer’s or any Authorized User’s breach of these Terms or use of the Services in violation of applicable law.

10.3 Procedure

The party seeking indemnification will (a) promptly notify the other party in writing of the claim, (b) give the indemnifying party sole control of the defense and settlement of the claim, and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with counsel of its own choosing at its own expense. The indemnifying party will not settle any claim in a manner that imposes obligations on or admits fault by the indemnified party without its prior written consent, which will not be unreasonably withheld or delayed.

11.1 Excluded Damages

11.2 Aggregate Cap

11.3 Enhanced Cap

11.4 Exceptions

The limitations in Sections 11.1 through 11.3 do not apply to (a) a party’s infringement or misappropriation of the other party’s intellectual property rights, (b) Customer’s payment obligations, or (c) a party’s gross negligence, willful misconduct, or intentional violation of law.

11.5 Basis of the Bargain

The parties agree that the limitations in this Section 11 reflect a reasonable allocation of risk and are an essential basis of the bargain, and that they will apply even if any limited remedy fails of its essential purpose.

12.1 Changes to These Terms

Stream Engine may modify these Terms from time to time. Stream Engine will post the updated Terms with a revised “Last Updated” date and will notify Customer through the Services, by email, or by other reasonable means. Changes take effect no earlier than 14 days after posting, except that changes addressing new features or required by law may take effect immediately. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

12.2 Publicity

Stream Engine may identify Customer as a customer by name and logo on its website and in marketing materials. Customer may opt out at any time by written notice, and Stream Engine will cease such use within a reasonable period.

12.3 Assignment

Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets or business. Stream Engine may use subcontractors and service providers in performing the Services and remains responsible for their performance. Any attempted assignment in violation of this Section is void.

12.4 Governing Law; Venue

These Terms are governed by the laws of the State of Ohio, without regard to its conflict-of-laws principles. Subject to Section 12.5, any claim that may be brought in court will be brought exclusively in the state or federal courts located in Cuyahoga County, Ohio, and each party consents to the exclusive jurisdiction of those courts.

12.5 Dispute Resolution; Arbitration

Except for either party’s right to seek injunctive or other equitable relief in court to prevent imminent harm or to protect its intellectual property or Proprietary Information, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration under the Federal Arbitration Act, administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in Cleveland, Ohio. The arbitrator has exclusive authority to resolve all disputes, including any question regarding the arbitrability of a claim. Judgment on the award may be entered in any court of competent jurisdiction.

12.6 Class-Action Waiver; Jury Waiver

12.7 Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, epidemics or pandemics, government action, labor disputes, internet or utility failures, or failures of Third-Party Services.

12.8 Export; U.S. Government Rights

Customer will not export, re-export, or transfer the Services or Software in violation of U.S. export control or sanctions laws, including regulations of the U.S. Department of Commerce and the Office of Foreign Assets Control. The Software and documentation are “commercial items,” “commercial computer software,” and “commercial computer software documentation” as defined in FAR 2.101 and DFARS 252.227-7014, and any use by the U.S. Government is governed solely by these Terms.

12.9 Notices

Notices under these Terms must be in writing and are deemed given when delivered personally, when sent by email with confirmation of receipt, one business day after being sent by overnight courier, or upon receipt when sent by certified mail. Stream Engine may also give notice to Customer by email to the address associated with Customer’s account or by posting within the Services, effective on the date sent or posted. Legal notices to Stream Engine must be sent to:

12.10 Miscellaneous

If any provision of these Terms is found unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in full force and effect. These Terms, together with any Order Form and the Privacy Policy, constitute the complete and exclusive agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, and communications. Except as provided in Section 12.1, any modification must be in a writing signed by both parties. Terms in any Customer purchase order or similar document have no effect. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship, and Customer has no authority to bind Stream Engine. In any action to enforce these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees. No waiver is effective unless in writing, and no failure to enforce any provision constitutes a waiver.