Oovvuu Pty Ltd
Terms & Conditions of Service

  1. Introduction
    1. These terms and conditions of service (Terms) govern your access to and use of all Oovvuu Pty Ltd ACN 169 532 601 (Oovvuu) services, including accessing and using our video catalogue services and any other services provided by Oovvuu (collectively, the Services), and any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials downloaded or appearing on the Services (collectively referred to as Content).
    2. This includes but is not limited to:
      1. Compass websites
      2. Plugins
      3. Monetisation services
    3. By using the Services or the Content you agree to be bound by these Terms.
  2. Who May Use the Services?
    1. To request access to the Services, you will need to apply to Oovvuu to create an account and provide Oovvuu with requested information.
    2. An Organisation may apply to Oovvuu to become an Approved Publication. Oovvuu may, in its discretion, grant access as an Approved Publication or reject any application for access. On approval individuals in that Organisation can sign up as users.
    3. If you accept these Terms and Conditions of Service on behalf of a company, organisation, government, or other legal entity, you represent and warrant that you are authorised to do so and you have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms will refer to such entity.
    4. As an individual, you may apply to Oovvuu for an account if you are a professional journalist, writer, researcher, editorial team member or other person approved by Oovvuu who is seeking to gain access to video Content for use in a publication. Oovvuu may, in its discretion, grant access to you if:
      1. you are a person who has been approved by Oovvuu;
      2. you represent a publication (which may include, but is not limited to, a newspaper, news website, magazine, radio station, television station, professional or industry blog) that has been approved by Oovvuu (Approved Publication); and
      3. you agree to be bound by these Terms.
  3. Your Organisation
    1. When creating your Organisation’s account, you must provide accurate and complete information. You must update your account information as soon as possible if any details change.
    2. Although Oovvuu will not be liable for loss to you caused by any unauthorised use of your account, you may be liable for any losses incurred by Oovvuu or others due to such unauthorised use.
    3. Oovvuu may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services for you or your Organisation and you may not be able to opt-out from receiving such communications.
  4. Your Account
    1. When creating your account, you must provide accurate and complete information. You must update your account information as soon as possible if any details change.
    2. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Oovvuu immediately of any breach of security or unauthorised use of your account.
    3. You must not share your account details with any other person, including people within your own company, for any purpose. Any person accessing this service using your account details will be deemed to have accepted these Terms.
    4. Although Oovvuu will not be liable for loss to you caused by any unauthorised use of your account, you may be liable for any losses incurred by Oovvuu or others due to such unauthorised use.
    5. Oovvuu may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, and you may not be able to opt-out from receiving such communications.
    6. You must not submit, or upload any content which:
      1. defames, libels or invades the privacy of any person;
      2. is obscene, pornographic, abusive or threatening;
      3. infringes on any intellectual property or other rights of any person or entity;
      4. has contaminating or destructive properties (i.e. software viruses);
      5. violates any law;
      6. advocates any illegal activity;
      7. advertises or solicits funds for goods or services; or
      8. is unable to be monetised by Oovvuu’s Services due to the nature of the content.

      We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or materials.

    7. Oovvuu retains the right to remove any content uploaded to its Services for any reason.
  5. Acceptance of Terms and Privacy
    1. These Terms must be read in conjunction with any other notices, disclaimers, and policies displayed elsewhere at oovvuu.com or compass.oovvuu.media.
    2. Oovvuu may, in its sole discretion, modify or revise these Terms and policies from time to time. Although Oovvuu may attempt to notify you when major changes are made to these Terms, you should periodically review the most up-to-date version of these Terms at compass.oovvuu.media/terms
    3. By continuing to access or use the Services after any revision of the Terms, you agree to be bound by the revised Terms.
    4. If you do not agree to these Terms you must immediately refrain from using the Services.
    5. Our Privacy Policy at compass.oovvuu.media/terms describes how Oovvuu handles any personal information you provide to us. You understand that through your application for an account and your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of any personal information that you provide to Oovvuu, including the transfer of this information to other countries for storage, processing and use by Oovvuu and its affiliates.
  6. Publicity and promotion
    1. You must obtain Oovvuu’s prior written approval about the content of any publicity, advertising and promotional material created and intended to be used in relation to the Content or the Services.
    2. Oovvuu may promote the existence of this Agreement and your organisation as an Oovvuu customer in its publicity materials.
  7. Content and Services
    1. You are responsible for your use of the Services and for any Content you obtain using the Services, including your compliance with applicable laws, rules and regulations.
    2. The following conditions and restrictions apply specifically to your use of the Content.
      1. The Contents and the trademarks, service marks and logos (Marks) on the Services and within the Contents, are owned by or licensed to Oovvuu, subject to copyright and other intellectual property rights under the law.
      2. All information provided in the Content or provided as part of the Services is provided in good faith. Oovvuu does not endorse, support, represent, warrant or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. Oovvuu derives its information from sources which Oovvuu believes to be accurate and up to date as at the date of publication, and Oovvuu reserves the right to update this information at any time.
      3. Any use or reliance on any Content obtained by you through the Services is at your own risk. You understand that when using the Services, you will be exposed to Content from a variety of sources that may be inaccurate, graphic, offensive, objectionable or otherwise inappropriate, or in some cases, videos that have been mislabelled or may not meet censorship standards in your location.
      4. You must not distribute in any medium any part of the Services or the Content without Oovvuu’s prior written authorisation, unless Oovvuu makes available the means for downloading and distribution of Content through functionality offered by the Services (such as an embeddable player).
      5. You must not distribute any part of the Services or the Content on social media.
      6. You are only permitted to use Content that you have accessed for the Approved Publication and post Content within the Approved Publication. You are not permitted to use Content for any other purpose or to syndicate any Content for use anywhere other than on the Approved Publication.
      7. Oovvuu may remove Content at any time including any Content that violates legal requirements.
      8. The Content (including any Content used within the Approved Publication) may include tracking events which are used to measure the performance of video Content, track user behaviour and acquire data for online marketing, web analysis and marketing purposes. Information obtained by Oovvuu through the use of tracking events may be provided to third parties (including advertisers) and used by Oovvuu and third parties for marketing purposes.
    3. The following conditions and restrictions apply specifically to your use of Services.
      1. You must not access, tamper with, or use non-public areas of the Services, Oovvuu’s computer systems, or the technical delivery systems of Oovvuu’s providers.
      2. You must not misuse the Services or interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, denial of service attacks, spamming, mail-bombing the Services, or creating an undue burden on the Services.
      3. You must not circumvent, disable or otherwise interfere with Oovvuu’s embeddable player scripts, tracking events, or monetisation, security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein.
      4. You must not adapt any Content for any purpose without the prior written consent of Oovvuu or the respective licensor of the Content.
      5. You must not access Content through any technology or means other than through the interfaces, websites, plugins, or other services provided by Oovvuu, and the instructions provided by Oovvuu.
  8. Using the Services
    1. Oovvuu reserves the right to modify the Services from time to time, at its discretion for any reason, and without notice. Oovvuu may stop (permanently or temporarily) providing the Services or any features within the Services to you or to users generally. Oovvuu retains the right to create limits on use at its sole discretion at any time. Oovvuu may at any time remove or refuse to distribute any Content on the Services, suspend or terminate users, and reclaim usernames without liability to you.
    2. Oovvuu will not be liable to any person if for any reason any Services are unavailable at any time or for any period.
    3. In consideration for Oovvuu granting you access to and use of the Services, you agree that Oovvuu and its third-party Content providers and partners may place advertising (including tracking events) on the Services or in connection with the display of Content or information from the Services.
    4. You or your Organisations will implement Oovvuu’s ads.txt on the website domains in consideration for being granted Approved Publication status and to access and use Oovvuu’s services. For information on how to implement this please refer to https://compass.oovvuu.media/compass/monetise/settings
    5. Oovvuu may monetise the Content via audio-visual advertising delivered pre-roll, mid-roll, and/or post-roll audio-or via overlay of the Content.
    6. This advertising will not contain:
      1. Tobacco;
      2. Adult services;
      3. Racial intolerance;
      4. Illicit drugs or drug paraphernalia, other than PSA/CSA anti-drug advertising;
      5. Weapons, firearms or ammunition; or
      6. Any other illegal goods or services.
    7. Approved Publications may receive a revenue share comprising of 50% of Net Advertising Revenue from advertising against the Content embedded on their websites. Net Advertising Revenue is the total amounts received by Oovvuu, as the case may be, from Third Party Advertisers, whether directly or through any Third Party Advertising agencies, for Third Party Advertising displayed in Content on Approved Publications less any agency commissions, ad platform and exchange fees, ad-serving costs, applicable fees, sales or value added or similar taxes to the extent that such taxes have not been deducted prior to the receipt of such revenue by the selling Party, any other third party transaction costs, fees and expenses incurred by the selling party in connection with each offering (such costs, fees and expenses specifically excluding advertising sales costs, but including (i) any credit card or other payment processing or other exchange fees (such fees not to exceed 5% in the aggregate); (ii) sales, use, value-added, withholding, excise and any other taxes or fees imposed by governmental authorities or agencies; (iii) returns, refunds, discounts, or chargebacks; and (iv) all other similar costs and expenses.
    8. Payments will only be made to organisations when the monthly amount exceeds US$100. This will be paid to the nominated bank account provided by the Organisation. Within 90 days following the end of each calendar month, Oovvuu (i) shall make available to Provider monthly reports detailing sales and related consumption information for such calendar month (each a “Monthly Report”), and (ii) shall pay to Approved Publications Share generated during the prior month, if any, to the bank account advised by the Approved Publication.
    9. The Services may contain links to third party websites that are not owned or controlled by Oovvuu. Oovvuu has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, Oovvuu will not and cannot censor or edit the content of any third-party site. By using the Services, you expressly relieve Oovvuu from all liability arising from your use of any third-party website. You should read the terms and conditions and privacy policy of each website that you visit.
  9. Embedded Content Policy
    1. You must not do any of the following:
      1. embed Content on a webpage, article, or other external location that promotes, contains, or advertises illegal activities, or sexually explicit material, or includes malicious code;
      2. embed Content in a way that results in harassment or bullying of others;
      3. embed Content within advertisements, or for commercial purposes other than for use within the Approved Publication;
      4. modify, build upon, or block any portion or functionality of the embeddable player, including but not limited to any links back to the Oovvuu website;
      5. use or place the Content in a context likely to damage either Oovvuu’s or any licensor’s brand or reputation including that Content will not be used or distributed in a context which is obscene, indecent, harmful to human dignity, defamatory, discriminatory, or which may cause religious or racial hatred, encourage behaviour harmful to health, safety or prejudicial to protection of the environment.
      6. alter or obfuscate embedded Content or any of the surrounding presentation, material, or code associated with the embedded Content; or
      7. sell, or transmit to others any data obtained from the embedded Content, including data related to the user’s interaction with embedded Content. For the avoidance of doubt, this prohibition includes, but is not limited to, any use of tracking events, pixels, cookies, or other methods to recognise users’ clicks on embedded Content, the data of which is then disclosed, sold, or otherwise shared with other parties.
    2. Oovvuu may analyse your use of embedded Content, including to ensure your compliance with these Terms and to facilitate its development of tools for embedding Content. By embedding Content on a website (which for the avoidance of doubt must form part of the Approved Publication), you give Oovvuu permission to review and analyse that website.
    3. If Oovvuu is notified that your use of embedded Content violates these Terms, Oovvuu may review and take action, including terminating this agreement, blocking any Content from appearing on your sites, preventing further use of the Services, and/or withholding revenue shares.
  10. Your Licence to Use the Services
    1. To the extent the Services and the Content are owned by Oovvuu, Oovvuu grants to you a personal, revocable, worldwide, royalty-free, non-assignable and non-exclusive licence to use those Services and the Content (subject to Clause 10.b) for the Approved Publication and to use the software provided to you as part of the Services.
    2. To the extent of the rights granted to Oovvuu pursuant to the contractual terms between Oovvuu and the owner of any specific Content, and subject to the terms of any contractual arrangements between Oovvuu and that Content owner, Oovvuu grants to you a personal, revocable, worldwide, royalty-free, non-assignable and non-exclusive sub-licence to use that Content for the Approved Publication.
    3. The licence granted pursuant to Clause 10.a and the sub-licence granted pursuant to Clause 10.b have the sole purpose of enabling you to use and enjoy the benefit of the Services and to use the Content on the Approved Publication, in the manner permitted by these Terms. These licences may be revoked by Oovvuu at any time.
    4. The Services and the Content (and their licensors) are protected by copyright, trademark, and other laws of Australia and other jurisdictions as applicable. Nothing in the Terms gives you a right to use the Oovvuu name or any of the Oovvuu trademarks, logos, domain names, and other distinctive brand features. Nothing in the Terms gives you a right to use the name of a licensor to Oovvuu or any of the licensor’s trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services and the Content are and will remain the exclusive property of Oovvuu and its licensors.
    5. Any feedback, comments, or suggestions you may provide regarding Oovvuu, the Services or the Content is entirely voluntary and Oovvuu will be free to use such feedback, comments or suggestions as Oovvuu sees fit and without any obligation to you.
  11. Limitation of Liability
    1. Certain statutory warranties under the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations (as amended) (ACL) will be implied for the benefit of consumers. Nothing in these Terms is intended to exclude or restrict the application of such laws but Oovvuu does not give any guarantee or warranty or make any representation of any kind, express or implied, with respect to use of the Services or Content outside these laws.
    2. Subject to claims available under the ACL, you waive, any legal or equitable rights or remedies you have or may have against Oovvuu with respect to the Content and the Services.
    3. Oovvuu, its shareholders, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors are not liable to you or anyone else (including for negligence, breach of contract or tort) for any loss or damage (including specific, indirect, consequential, economic or any other kind of loss) however caused, even if foreseeable, and which is suffered directly or indirectly in connection with the use or inability to use the Services or the Content.
    4. Oovvuu is not liable to you or anyone else for disruptions to the Services.
    5. Oovvuu is not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with use of the Services or Content. You must take your own precautions to ensure that whatever you select for use from the Services and Content are free of viruses or anything else that may interfere with or damage the operation of your computer systems.
  12. Indemnity
    1. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Oovvuu, its shareholders, officers, directors, employees and agents, from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
      1. your use of, and access to, the Services and the Content;
      2. your violation of any of these Terms; and
      3. your violation of any third party right, including without limitation any copyright, property, or privacy right.
    2. The defence and indemnification obligation provided pursuant to Clause 12.a will survive these Terms and your use of the Services and Content.
  13. Governing law
    1. These Terms are governed by the laws in force in New South Wales, Australia.
    2. You accept that any disputes about these Terms, the Services or the Content are to be determined by the courts having jurisdiction in New South Wales, Australia in accordance with the laws in force in New South Wales, Australia (except any principle of conflict of laws inconsistent with this requirement).
    3. The Services and Content may be accessed throughout Australia and in certain overseas jurisdictions. However, Oovvuu does not have rights to provide the Services or to access, view, use and download all Content in all jurisdiction. You acknowledge that if Oovvuu is not able to provide the Services in a specific jurisdiction or does not have access to specific Content in a specific jurisdiction, you will not be able to access, view, use or download Content in that particular jurisdiction. Oovvuu makes no representation that the Services and Content comply with the laws (including intellectual property laws) of any country outside Australia. If you access the Services and Content from outside Australia, you are responsible for ensuring compliance with all laws in the place where you are located.
  14. Ending These Terms
    1. You may end your legal agreement with Oovvuu at any time by deactivating your account and discontinuing your use of the Services.
    2. Oovvuu may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if Oovvuu reasonably believes:
      1. you have violated these Terms;
      2. you create risk or possible legal exposure for Oovvuu;
      3. your account should be removed due to unlawful conduct;
      4. your account should be removed due to prolonged inactivity; or
      5. provision of the Services to you is no longer commercially viable.
    3. If Oovvuu suspends or terminates your account or your Organisations account Oovvuu will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, the Terms will terminate, including, without limitation, your licences to use the Content and the Services.
  15. Assignment
    1. These Terms, and any rights and licences granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Oovvuu without restriction.
  16. General
    1. Oovvuu accepts no liability for any failure to comply with these Terms where such failure is due to circumstances beyond the reasonable control of Oovvuu.
    2. You must do all things, including sign such documents, provide such details, and ensure the functioning of monetisation services (e.g. ads.txt) as may be reasonably required to assure the rights of Oovvuu, and those rights of any third party beneficiary, under these Terms.
    3. If Oovvuu waives any rights available to it under these Terms on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
    4. Oovvuu’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
    5. In the event any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
    6. Use of the Website and consumption of the services is not authorised in jurisdictions that do not give effect to this Agreement or where access to or use of Website or the Services may be illegal or prohibited. Those who choose to access the Website or use the Services from such locations do so on their own initiative, at their own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable.
    7. These Terms are an agreement between you and Oovvuu, an Australian company.
  17. Contact Information
    1. If you have any questions about these Terms or any concerns about the Services or Content, please contact Oovvuu. Oovvuu’s contact details are set out below.

      Oovvuu Pty Ltd
      30 Marjorie St
      Roseville, NSW 2069
      Australia
      contact@oovvuu.com

    Effective date of these Terms: 24 May 2021