Terms of Service

Please read carefully. These Terms of Service contain provisions that limit the liability of 2627147 Ontario Inc., disclaim all warranties, provide the Services strictly on an "as is, where is" and "as available" basis with no uptime commitment, require you to indemnify us, and require disputes to be resolved exclusively in the courts of Ontario on an individual (non-class) basis. By accessing or using the Services you agree to be bound by these Terms.

01. Definitions

"Company", "we", "us" or "our" means 2627147 Ontario Inc., an Ontario corporation operating as "SignalSplit" and "SignalSplit.com", with its principal place of business in Toronto, Ontario, Canada. "Services" means the SignalSplit website, platform, APIs, dashboards, and all signal contribution, transit, splitting, and distribution services made available by the Company, including without limitation SRT (Caller and Listener), RTMP (Push and Pull), MPEG-TS, HLS and LL-HLS ingest and delivery, FAST channel distribution, SCTE passthrough, monitoring, preview, and white-label CDN services, together with any related documentation. "Customer", "you" or "your" means the person or entity accessing or using the Services. "Customer Content" means all audio, video, data, metadata, ancillary signals (including SCTE markers and closed captioning), and any other content or signals transmitted to, through, or from the Services by or on behalf of Customer. "Order" means any quote, order form, statement of work, or online purchase accepted by the Company.

02. Acceptance; Changes to Terms

By creating an account, submitting an Order, transmitting any signal through the Services, or otherwise accessing or using the Services, you accept and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you use the Services on behalf of an entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

We may amend these Terms at any time in our sole discretion by posting the amended Terms at signalsplit.com/terms. Amendments are effective immediately upon posting unless otherwise stated. Your continued access to or use of the Services after posting constitutes acceptance of the amended Terms. It is your responsibility to review these Terms periodically.

03. Eligibility; Accounts

The Services are offered exclusively for business and professional use by persons who are at least 18 years of age (or the age of majority in their jurisdiction) and capable of forming a binding contract. The Services are not consumer services and are not directed at consumers; to the maximum extent permitted by law, you acknowledge that consumer protection legislation, including the Consumer Protection Act, 2002 (Ontario), does not apply to your use of the Services.

You are responsible for maintaining the confidentiality of your account credentials, stream keys, SRT passphrases, tokens, and signed URLs, and for all activity occurring under your account, whether or not authorized by you. You must provide accurate, current, and complete account information and keep it updated. We may refuse, suspend, or revoke any account registration in our sole discretion, with or without cause or notice.

04. Beta Status; Modification of Services

You acknowledge that the Services are currently offered in public beta. Features, protocols, ports, endpoints, capacity, interfaces, and pricing may be added, changed, degraded, suspended, or permanently discontinued at any time, in whole or in part, in our sole discretion, with or without notice, and without liability to you. Beta features in particular may contain errors, may not operate as intended, and may be withdrawn at any time. We are under no obligation to maintain backward compatibility, to continue offering any feature, or to release any feature at all.

05. Nature of the Services; Passive Conduit

The Company provides technical signal transit only. We act solely as a passive, content-neutral conduit and do not originate, select, curate, edit, monitor, review, or exercise editorial control over Customer Content. We do not broadcast, retransmit, or communicate Customer Content to the public on our own behalf; all transmission occurs at your direction, under your configuration, and to destinations you designate. We may, however, inspect technical parameters of signals (including PIDs, codecs, bitrates, resolutions, frame rates, and session statistics) for the purposes of operating, securing, troubleshooting, and improving the Services, and we reserve (but do not assume) the right to remove, block, or refuse any Customer Content or destination at any time in our sole discretion.

06. Customer Content; Rights and Clearances

As between the parties, you retain ownership of Customer Content. You are solely responsible for Customer Content and for all destinations to which you direct it. You represent, warrant, and covenant that, at all times:

• you own or have obtained all rights, licences, consents, waivers, clearances, and permissions necessary to transmit, distribute, and communicate the Customer Content through the Services to each destination you designate, including without limitation all broadcast, retransmission, distribution, synchronization, performance, and communication-to-the-public rights, music licences (including SOCAN, Re:Sound, and any applicable tariffs), league, event, venue, and talent rights, and any consents required from rights holders, broadcasters, or regulators;
• the Customer Content and your use of the Services comply with all applicable laws and regulations, including the Copyright Act (Canada), the Broadcasting Act (Canada), applicable CRTC regulations and exemption orders, and the laws of every jurisdiction in which the Customer Content originates or is received; and
• the Customer Content does not and will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, contractual, or other right of any person.

The Company has no obligation to verify your rights, and any acceptance of Customer Content by the Services shall not be construed as a determination that you hold such rights. You grant the Company a non-exclusive, worldwide, royalty-free licence to receive, cache, transcode, packetize, encrypt, transmit, and deliver Customer Content solely as necessary to provide the Services and to generate internal technical and diagnostic data.

07. Acceptable Use

You must not, and must not permit any third party to: (a) transmit content that is unlawful, defamatory, or infringing; (b) use the Services in violation of any law, regulation, court order, or third-party right; (c) probe, scan, or test the vulnerability of the Services, circumvent authentication or security measures, or access ports, streams, or slots not assigned to you; (d) interfere with or disrupt the Services or other customers' signals; (e) misrepresent signal origin or engage in signal piracy; (f) resell, sublicense, or make the Services available to third parties as a service bureau except pursuant to a separate written white-label or reseller agreement with the Company; (g) use the Services to develop a competing service; or (h) exceed allocated bandwidth, session, or destination limits. We may throttle, suspend, or terminate any session, stream, slot, account, or destination immediately and without notice where we determine, in our sole discretion, that this Section may have been violated or that the integrity, security, or lawful operation of the Services may be at risk.

08. "As Is, Where Is" - Disclaimer of Warranties

The Services, and all software, infrastructure, features, and outputs, are provided strictly "as is", "where is", "with all faults", and "as available", at your sole risk. To the maximum extent permitted by applicable law, the Company disclaims all conditions, warranties, and representations of any kind, whether express, implied, statutory, or arising from course of dealing or usage of trade, including without limitation any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, quiet enjoyment, and any warranties arising under the Sale of Goods Act (Ontario) or the United Nations Convention on Contracts for the International Sale of Goods, each of which is expressly excluded. The Company does not warrant that the Services will be uninterrupted, timely, secure, error-free, or free of harmful components; that signals will be delivered without loss, latency, jitter, degradation, or corruption; that any destination will accept or maintain any feed; or that defects will be corrected. No advice or information, whether oral or written, obtained from the Company shall create any warranty.

09. Availability; Downtime; No Service Levels

You acknowledge and agree that the Services may be unavailable, degraded, or interrupted from time to time, whether scheduled or unscheduled, and that live signal transport is inherently subject to failure. The Company offers no uptime guarantee, no service-level commitment, no latency or throughput commitment, and no redundancy commitment of any kind under these Terms. We may perform maintenance, upgrades, migrations, or emergency work at any time, with or without notice, including during live events. You are solely responsible for provisioning your own backup, redundancy, and disaster-recovery paths for any signal that matters to you. No refunds, credits, or set-offs will be issued for downtime, degraded performance, dropped frames, failed handoffs, missed events, or lost signals, except as expressly provided in a separate written service-level agreement signed by an officer of the Company, and any such agreement shall be your sole and exclusive remedy for availability failures.

10. Fees; Payment; Taxes

Fees are as set out in the applicable Order or as otherwise quoted by the Company. During the beta period, pricing may be individually quoted and may change on notice to you. Unless expressly stated otherwise in an Order: (a) all fees are payable in advance and are non-cancellable and non-refundable, including for partial periods, unused capacity, downgrades, or termination for any reason; (b) invoices are due on receipt; (c) overdue amounts bear interest at 2% per month (26.82% per annum), compounded monthly, or the maximum rate permitted by law if lower; and (d) we may suspend or terminate the Services immediately for non-payment. Fees are exclusive of all taxes, duties, and levies (including HST/GST), which are your responsibility, other than taxes on the Company's net income. You are responsible for all bandwidth, egress, and third-party charges arising from your configurations. We may modify pricing at any time; new pricing applies upon your next Order, renewal, or continued use following notice.

11. Suspension and Termination

We may suspend or terminate your access to all or part of the Services at any time, for any reason or no reason, with or without notice, and without liability to you. You may stop using the Services at any time; prepaid fees are non-refundable. Upon any suspension or termination, we may immediately cease all signal transit, deactivate slots, ports, and endpoints, and delete Customer Content, configurations, logs, and account data, with no obligation to retain or export any of the foregoing. Sections 5 through 9 and 12 through 21 survive termination.

12. Intellectual Property; Feedback

The Company and its licensors retain all right, title, and interest in and to the Services, including all software, infrastructure, network designs, port and slot architectures, documentation, trademarks (including "SignalSplit"), and all improvements and derivatives, and all intellectual property rights therein. No rights are granted to you except the limited, revocable, non-exclusive, non-transferable right to use the Services in accordance with these Terms during the term of your account. If you provide suggestions, ideas, or feedback, you assign to the Company all rights in such feedback and waive any moral rights, and the Company may use it without restriction or compensation.

13. Confidentiality

Non-public information disclosed by the Company regarding the Services, including pricing, quotes, architecture, endpoints, and security measures, is the Company's confidential information. You will not disclose it to any third party or use it other than to use the Services, for the duration of your account and for five (5) years thereafter.

14. Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy. You are responsible for any personal information contained in Customer Content and warrant that you have all consents required to transmit it through the Services, including through infrastructure located outside Canada.

15. Indemnification

You will defend, indemnify, and hold harmless the Company and its directors, officers, employees, contractors, agents, licensors, and suppliers from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or relating to: (a) Customer Content, including any claim of infringement, retransmission without consent, breach of licence, or violation of broadcasting or copyright law; (b) your use or misuse of the Services; (c) your breach of these Terms or of any law; (d) destinations you designate; or (e) any dispute between you and any third party, including rights holders, leagues, broadcasters, platforms, or your own customers. We may assume the exclusive defence and control of any matter subject to indemnification, at your expense, and you will cooperate with our defence.

16. Limitation of Liability

To the maximum extent permitted by applicable law: (a) in no event will the Company or its directors, officers, employees, contractors, agents, licensors, or suppliers be liable for any indirect, incidental, special, exemplary, punitive, aggravated, or consequential damages, or for any loss of profits, revenue, business, goodwill, data, signals, content, broadcast opportunities, advertising value, or anticipated savings, or for the cost of substitute services, arising out of or relating to these Terms or the Services, under any theory of liability (contract, tort including negligence, strict liability, statute, or otherwise), even if advised of the possibility of such damages and even if a limited remedy fails of its essential purpose; and (b) the total aggregate liability of the Company for all claims arising out of or relating to these Terms or the Services shall not exceed the lesser of (i) the fees actually paid by you to the Company for the Services in the three (3) months immediately preceding the first event giving rise to liability, and (ii) one hundred Canadian dollars (CAD $100.00).

You acknowledge that the disclaimers and limitations in Sections 8, 9, and 16 are fundamental elements of the bargain, that the Services would not be provided at the current fees without them, and that they allocate risk to the party best positioned to insure against it - you.

17. Force Majeure

The Company shall not be liable for any failure or delay in performance caused in whole or in part by events beyond its reasonable control, including acts of God, weather, fire, flood, epidemic, war, terrorism, civil unrest, labour disputes, power or cooling failures, failures or congestion of the Internet, telecommunications carriers, data centres, cloud or CDN providers, upstream or downstream networks, denial-of-service or other attacks, hardware or software failures of third parties, satellite or fibre outages, government action, or changes in law.

18. Copyright Complaints

The Company responds to notices of claimed infringement in accordance with the notice-and-notice provisions of the Copyright Act (Canada). Notices may be sent to legal@signalsplit.com. We may, in our sole discretion, forward notices, block or terminate any stream, slot, or account, and preserve records as required by law, in each case without liability to you.

19. Compliance; Export

You will comply with all applicable export control, sanctions, and anti-terrorism laws of Canada and other applicable jurisdictions, and represent that you are not located in, under the control of, or a national or resident of any embargoed country or prohibited party list, and will not transmit signals to or from such countries or parties.

20. Governing Law; Jurisdiction; Claims

These Terms and any dispute arising out of or relating to them or the Services (including non-contractual disputes) are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto. To the maximum extent permitted by law, each party waives any right to a trial by jury and any right to participate in a class, collective, or representative proceeding; all claims must be brought in the parties' individual capacities only. These Terms are a "business agreement" within the meaning of section 22 of the Limitations Act, 2002 (Ontario), and any claim by you against the Company must be commenced within one (1) year after the cause of action arises, failing which it is permanently barred.

21. General

These Terms, together with the Privacy Policy and any Orders, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, representations, and understandings. Terms in your purchase orders or vendor forms are of no effect. You may not assign these Terms without our prior written consent; we may assign them freely, including in connection with a merger, acquisition, financing, or sale of assets. No waiver is effective unless in writing; failure to enforce any provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in full force. The parties are independent contractors; nothing creates a partnership, agency, or joint venture. There are no third-party beneficiaries, except the indemnified parties in Section 15 and the protected parties in Section 16, who may enforce those Sections directly. Notices to the Company must be in writing to legal@signalsplit.com; notices to you may be given by email to your account address or by posting within the Services. The parties have required that these Terms be drawn up in English. Les parties ont exigé que les présentes conditions soient rédigées en anglais.

22. Contact

2627147 Ontario Inc. o/a SignalSplit · Toronto, Ontario, Canada · legal@signalsplit.com