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Effective: September 24, 2018

Customer Terms of Service

These are the CastCircle Customer Terms of service which describe your rights and responsibilities when using the CastCircle platform. Read them carefully. If you are a customer then these govern your access to CastCircle, if you have been invited to a Circle than the User Terms govern your access. We have tried to make these terms as easy and as concise as possible.

These terms are legally binding.

These customer terms (or if you have an additional written agreement with us) form a binding contract between you the customer and CastCircle Inc.

Your agreement on behalf of the “Customer”

You are typically acting on behalf of your company or organization when you are agreeing to these customer terms. If you create a circle, invite users to the circle or allow the use of a circle after being notified of a change in these customer terms, you acknowledge your understanding of the then-current contract and you agree to the contract on behalf of the customer. Please make sure you have the necessary authority to enter into the contract on behalf of the customer before proceeding.

Who is a customer?

The customer is your organization or company that you represent in agreeing to the contract. If you set up a circle, and you are not formally affiliated with an organization then you as an individual are the customer.

Signing up using a company email address

If you sign up using a company email domain, then your organization is the customer and the customer can modify, re-assign roles in your circle (including your role) and otherwise exercise its rights under the contract.

The Customer and CastCircle

A user invited to a circle by a customer may submit videos or content to CastCircle, and the Customer may exclusively provide us with instructions on what to do with it.

It is the customer’s responsibility to inform all their users of customer policies and practices that are relevant to the use of CastCircle, and of any settings that may impact the processing of Customer data. A customer must ensure the transfer and processing of customer data under the contract is lawful.

Subscriptions

A subscription allows a user access to the service. A subscription is required for each user and may be procured through the CastCircle interface. Each user must agree to the user terms before activating their subscription. Each subscription is for a single user, for the specified term and is personal to that specified user. We may enter into different terms for specific customers but that would be agreed to with a special customer order form.

Beta

We may ask for help in testing new features for CastCircle. These features are in “beta” or “pre-release” mode and are delivered “as is”. Any warranties or contractual commitments we make for our services do not apply.

Feedback

We are constantly enhancing CastCircle based on customer feedback. If you provide us a suggestion or idea that we use, as a customer you grant us an unlimited, irrevocable, transferable, sub-licensable, royalty-free license to use feedback or idea without any obligation or compensation to the Customer.

Privacy Policy

Review the CastCircle Privacy Policy for information on the data we collect and how we use it.

Customer and Users of their Circle

The Service

The customer must comply with the contract and ensure that users comply with the contract and user terms. We are not responsible for the content of any Customer data or the way the customer or its users choose to use the service. CastCircle is not intended for anyone under the age of 16 and the customer must ensure all their users are over 16. The customer is responsible for high-speed internet connectivity to use CastCircle.

Our removal right

If we believe there is a violation of the contract which can be remedied by the customer removing some data, we will contact the customer to do so. However, we may directly step in and take appropriate action if the customer does not take appropriate action and we believe there is a credible risk of harm or safety of any users.

Payment Obligations

Customers that purchase a CastCircle subscription are responsible for their fees. These fees must be paid in advance, are non-cancelable and are not refundable. If we agree to invoice a customer then full payment must be made within 30 days from the invoice date. Fees are stated exclusive of any taxes, levies, duties or similar governmental assessments of any nature including value-added, sales, use or withholding taxes, assessable by any jurisdiction. Customer will be responsible for paying any taxes.

Credit

Any promotional or other credits that may accrue to a customer account will expire following expiration or termination of the applicable contract. Credits are non-transferable, or refundable.

Downgrade for non-payment

If any fees owed to us by the customer (excluding amounts disputed reasonably and in good faith) are 30 or more days’ overdue may without limiting our other rights or remedies downgrade and fee-based service to a free plan until those amounts are paid in full so long as we have given the customer 10 days or more prior notice that its account is overdue. The customer acknowledges that this will result in a decrease of features and functionality and the potential loss of access to data.

CastCircle’s responsibilities

Providing the service

CastCircle’s responsibilities are to make the services available to the customer and its users as described in the contract. CastCircle will not use the customer data for any purpose without the customer’s prior written consent.

Service availability

CastCircle’s goal is to deliver the service 24 hours 7 days a week excluding planned downtime. If we fall short we will give you credits that will serve as what lawyers call liquidated damages and will be the customer’s sole remedy for the downtime and related inconvenience. We expect planned downtime to be infrequent but will endeavor to provide the customer with advanced notice.

Protecting customer data

The protection of customer data is a high priority for CastCircle. Customer data is not stored in our local environment and is stored in Google Cloud infrastructure. This data is secured by Google’s own security mechanism, detail of which are available here. CastCircle will implement safeguards to prevent unauthorized access, use modification and deletion of customer data by our personnel. The customer bears sole responsibility for adequate security, protection, and backup of customer data when it is in the customer’s or its representatives’ or agents’ possession or control. We are not responsible for what the customer’s users do with customer data. That is the customer’s responsibility.

Ownership

The Customer Ownership

The customer will own its customer data. Subject to the terms and conditions of the contract, the customer (for itself and all its users) grants us and the CastCircle extended family a worldwide, non-exclusive, limited-term license to access, use process, copy, distribute, perform, export and display customer data, only as reasonably necessary to:

1. Provide, maintain and update the CastCircle

2. Prevent or address service, security, support, or technical issues

3. As required by law or as permitted in the Data Request Policy

4. As expressly permitted in writing by the customer

The customer represents and warrants that it has secured all rights in and to customer data from its users as may be necessary to grant this license.

CastCircle Ownership

CastCircle owns and will continue to own the service, including all intellectual property rights.

Terms and termination

Contract term

A free subscription will continue until terminated. A paid subscription has a term that may expire or be terminated. The contract remains effective until all subscriptions ordered under the contract have expired or been terminated or the contract itself terminates.

Auto-renewal

All subscriptions will automatically renew for additional periods equal to one (1) year. The per unit pricing will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of the subscription term to stop the subscription from auto-renewing.

Termination for Cause

We or the customer may terminate the contract on notice to the other party if the other party materially breaches the contract and such breach is not cured for within thirty (30) days after the non-breaching party provides notice of breach. The customer is responsible for its Circle users, including breaches of the contract by the Customer’s Circle users. We may terminate the contract immediately on notice to the customer if we reasonably believe that the CastCircle service is being used by a customer or it’s Circle user in violation of applicable law.

Termination without Cause

The customer may terminate its free subscription immediately without cause. We may also terminate a Customer’s free subscription without cause, but we will provide the customer with seven (7) days prior written notice.

Effect of Termination

If a customer terminates for cause, we will refund any prepaid fees covering the remainder of the term after the date of termination. If CastCircle terminates for cause, the Customer will continue to pay until the remainder of the term of the subscription. In no event will any termination relieve the customer the obligation to pay any fees to CastCircle for the period prior to termination.

Data Portability

We are custodians of the customer’s data. On paid plans, a customer has the ability to export or share certain customer data. On free plans, there is currently no export option. Following termination or expiration of a customer’s subscription, we have no obligation to provide any customer data and may thereafter, unless legally prohibited, delete all customer data in our systems or otherwise in our possession or under our control.

Representations; Disclaimer of Warranties

The customer represents and warrants that it has validly entered into the contract and has the legal power to do so. Customer further represents and warrants that it is responsible for its Circle users and their compliance with the terms of this contract and the user terms.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE CASTCIRCLE EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE CASTCIRCLE EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

Indemnification
The customer will defend CastCircle from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to customers or any customer’s circle users violation of the contract or user terms, and will indemnify CastCircle for all reasonable attorney’s fees incurred and damages and other costs finally awarded against CastCircle in connection with or as a result of, any amounts paid by CastCircle under a settlement customer approves of in connection with a claim against CastCircle. CastCircle will provide the customer with prompt written notice of any claim and allow the customer the right to assume exclusive dense and control and cooperate with any reasonable requests assisting customer’s defense and settlement of such matter. No settlement may be entered into without the express written consent of the indemnified parties (such consent will not unreasonably be withheld).

Confidentiality

The customer or CastCircle may disclose confidential information in connection with the contract, which is anything that reasonably should be understood to be confidential. The receiving party will:

1. take reasonable measures to prevent unauthorized disclosure of the confidential information and limit access to those employees, affiliates, and contractors who need to know such information about the contract.

2. not use or disclose any confidential information for anything outside the scope of the contract

Compelled Access or Disclosure

CastCircle may disclose confidential information if it is required by law; provided, however, that it gives the customer prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance. CastCircle Data Request Policy details how we disclose information.

Survival

The sections titled “Feedback,” “Our Removal Rights,” “A Condition of Use,” “Payment Terms,” “Credits,” “Customer Ownership” “CastCircle Ownership,” “Effect of Termination,” “Data Portability,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

GENERAL PROVISIONS

Force Majeure

CastCircle nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Contract.

Notices

All notifications under the user terms will be by email or to directly through a CastCircle message. Notices to CastCircle should be made to legal@castcircle.com. A notice will be deemed to have been duly given the day after it is sent. Notices under the contract will be delivered solely to the customer in accordance with the terms of that agreement.

Modifications

From time to time, we may need to modify these customer terms or acceptable use policy. If we make a material change to these policies we will provide you with reasonable notice either by email or a message in CastCircle. At any time, you can view the current terms by visiting this page. Any material revisions to these terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use CastCircle after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the user terms, including the acceptable use policy will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The user terms and acceptable use policy will be enforced to the fullest extent permitted under applicable law. If any provision of the user terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted, and the remaining provisions of the user terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these user terms or acceptable use policy whether by operation of law or otherwise without the prior written consent of us (not to be reasonably withheld). We may assign these user terms in their entirety (including all terms and conditions incorporated herein by reference) without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Governing Law; Venue; Waiver of Jury Trial; Fees

The user terms and acceptable use policy, and any disputes arising out of or related hereto will be governed exclusively by the courts in San Francisco, California, United States of America, and the parties consent to the personal and exclusive jurisdiction of such courts. The U.N. Convention on the International Sale of Goods shall not apply. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire agreement

The user terms including any terms incorporated by reference to the user terms constitute the entire agreement between CastCircle and you and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. If there is any inconsistency with the user terms, any pages referenced in these user terms or the contract then the contract will prevail, followed by the user terms, and then followed by the pages referenced in the user terms (e.g. privacy policy). Customer will be responsible for notifying authorized users of any conflicts or inconsistencies.

Contacting CastCircle

Please also feel free to contact CastCircle if you have any questions about these Customer Terms. You may contact us at support@castcircle.com or at our mailing address below:

CastCircle Inc

123 Mission St

Fl 16

San Francisco, CA 94105

USA

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