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CAROUSEL CLOUD USER AGREEMENT
This Carousel Cloud User Agreement (the “Agreement”) states the terms and conditions under which Tightrope Media Systems, Inc. (“Tightrope,” “we,” “our”) makes its products and services, including the Carousel Cloud digital signage platform software-as-a-service, applicable software (whether downloadable or accessed via the internet) and API (collectively, the “Services”), available to you, the end user (the “User,” “you,” “your”).
Please read this Agreement carefully and in its entirety. This Agreement is a legally binding contract between you and us. By accessing or using the Services or clicking “accept” when shown this Agreement, you agree to be bound by its terms. If you do not agree to all of the terms and conditions of this Agreement, you are not authorized to use the Services.
An organization or other third-party (“Customer”) has provided you access to the Services, and you are a “User” of Services purchased or subscribed for by Customer. For example, if you were provided access to the Services by your employer, your employer is the Customer.
Customer has separately entered into a written agreement with us (the “Customer Contract”) that permitted Customer to provide you access to the Services as a User. The Customer Contract contains our commitment to deliver the Services to Customer, who may then invite Users to join its access to the Services. When a User (including, you) submits content or information to the Services (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Customer Contract provides Customer with many choices and control over that Customer Data.
As between us and Customer, you agree that it is solely Customer’s responsibility to (a) inform you and any Users of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data; (b) obtain any rights, permissions or consents from you and any Users that are necessary for the lawful use of Customer Data and the operation of the Services; (c) ensure that the transfer and processing of Customer Data under the contract is lawful; and (d) respond to and resolve any dispute with you and any User relating to or based on Customer Data, the Services or Customer’s failure to fulfill these obligations. Tightrope makes no representations or warranties of any kind, whether express or implied, to you relating to the Services, which are provided to you on an “as is” and “as available” basis.
Tightrope has developed, made available and enabled application programming interfaces that permit Users to access certain functionality provided by the Services (“APIs”). If you use or access the APIs, such use is subject to the terms of the API License Agreement, which is incorporated here by reference.
3.1 Access and Use. Subject to the terms and conditions of this Agreement, you are allowed to access and use the Services until Customer’s subscription for the Services expires or terminates or your access has been terminated by us or Customer. We may disable your account and terminate your access to the Services at any time in our sole discretion if we believe you are in violation of this Agreement.
3.2 User Accounts. All Users must have an individual user account to access and use the Services. Each User must have a username, password, and such other login or account credentials as Tightrope may require.
3.3 Restrictions on Use. Users expressly agree that they shall not: (a) access or use the Services in any way other than through the standard interface or API for the applicable Service; (b) attempt to rent, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Services available to any third party; (c) use another software program or other technology to interoperate with, extract data or content, or scrape or frame any data or content from the Services except through the API, provided such use is consistent with the terms of the API License Agreement, or other features of the Service intended to be used with other software programs or technology; (d) attempt to copy or create derivative works based on the Services, either alone or through any third party; (e) attempt to produce a source listing, decompile, disassemble, or otherwise reverse engineer the Services; (f) interfere with or disrupt the performance of the Services; (g) attempt to gain unauthorized access to any data stored in the Services; (h) remove or obscure any notices or markings, including without limitation, copyright, trademark, or confidentiality notices, or ownership notices on the Services, including any screens displayed by the such product.
3.4 YouTube Functionality. The Software enables Users to play or display videos on a digital sign. The Software enables this functionality via an API provided by YouTube. Customers and Users who use the YouTube functionality agree to be bound by the current YouTube Terms of Service (https://www.youtube.com/t/terms). Users who use the YouTube functionality should read the YouTube Terms of Service carefully and make sure they understand them. If a User does not understand the Terms of Service, or does not accept any part of them, then the User is not authorized to use the YouTube functionality.
3.5 Third-Party Services. “Third-Party Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which Customer or User may connect to or enable in conjunction with a Service, including Third-Party Services which may be integrated directly into a Service by Customer or User or at their direction.
If Customer or User decides to enable, access or use Third-Party Services, Customer’s and User’s access and use of such Third-Party Services shall be governed solely by the terms and conditions of such Third-Party Services. Tightrope does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data, or any interaction between Customer or User and the provider of such Third-Party Services. User irrevocably waives any claim against Tightrope with respect to such Third-Party Services. Tightrope is not liable for any damage or loss caused or alleged to be caused by or in connection with User’s enablement, access or use of any such Third-Party Services, or User’s reliance on the privacy practices, data security processes or other policies of such Third-Party Services. Users may be required to register for or log into such Third-Party Services on their respective websites. By enabling any Third-Party Services, User is expressly permitting Tightrope to disclose User’s login and service data to the provider of the Third-Party Service as necessary to facilitate the use or enablement of such Third-Party Services.
4.1 Definition and Use. “Customer Content” means any text, graphics, data, software, code, photographs, audio, video, data feeds, and other content and digital media stored or managed by you or Customer with the Services. The Services enable Users and Customers to store and manage Customer Content for display on multiple video displays or monitors, including text, graphics, photographs, video, data feeds, and other digital media. As between you and us, you have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to the use of Customer Content stored and managed by you.
4.2 Acceptable Use Standards. You shall use all Customer Content in compliance with the following standards, and with all applicable federal, state, local, and international laws and regulations. You represent, warrant, and agree as follows: (a) you or Customer owns or has secured all intellectual property rights necessary for your or Customer’s use of the Customer Content with the Services as intended; (b) yours and Customer’s use of Customer Content with the Services, and the Customer Content itself, does not and will not infringe any patent, trademark, trade secret, copyright, other intellectual property rights, or other legal rights of any other person; (c) the Customer Content does not and will not contain any content or material that is unlawful, threatening, harassing, profane, obscene, indecent, abusive, tortuous, defamatory, libelous, deceptive, fraudulent, or that violates a person’s privacy, or publicity rights; (d) the Customer Content does not and will not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) the Customer Content will not contain the personally identifiable information of any person unless the Customer and/or User has first obtained the written consent from the person for such use; (f) the Customer Content will not promote or assist in any illegal or unlawful acts; and (g) the Customer Content does not and will not contain a software virus or other harmful component.
5.1 Tightrope’s Rights. Tightrope, and its affiliates and licensors, retain all ownership and intellectual property rights to the Services. You shall only have the access and usage rights to the Services as expressly provided by this Agreement. Tightrope may use any technology, ideas, concepts, know-how, methods, and techniques related to the Services or Software that Tightrope learns in performing this Agreement.
5.2 Feedback. If you submit comments, ideas, or feedback to Tightrope regarding the Services or anything related to its functionality or use, Tightrope shall own and may use such information without restriction or the payment of any compensation to you. Tightrope does not waive any rights to use similar or related ideas or feedback previously known to Tightrope, developed by Tightrope, or obtained from sources other than you.
6.1 General Disclaimer. TIGHTROPE PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE.” TIGHTROPE DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION, SECURITY, RELIABILITY, ACCURACY, AVAILABILITY, AND QUALITY OF THE SERVICES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
7.1 IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, BASED ON CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE CLAIM, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, REGARDLESS IN EACH CASE STATED IN SUBSECTIONS 15.1(a) THROUGH 15.1(e) WHETHER TIGHTROPE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR WHETHER THE LOSSES WERE FORESEEABLE.
7.2 YOU WILL HAVE NO FINANCIAL LIABILITY TO US UNLESS YOU ARE ALSO A CUSTOMER (IN WHICH CASE, THIS AGREEMENT WILL NOT LIMIT OUR RIGHTS AND REMEDIES UNDER THE CUSTOMER CONTRACT). IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $100. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
8.1 Entire Agreement. This Agreement, and any terms incorporated into this Agreement, represent the entire agreement of Tightrope and you concerning your access and use of the Services and supersede all prior and contemporaneous oral or written terms, conditions, representations, warranties, and agreements regarding the Services.
8.2 Modification. Tightrope may change this Agreement. If Tightrope makes a material change, we will provide you reasonable prior notice. Any material revisions to this Agreement 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 the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.
8.3 Notices. All notices under this Agreement will be by email and deemed duly given the day after it is sent. Notices to Tightrope should be sent to: legal@carouselsignage.com. Notices to User will be sent to the email associated with your user account or to the Customer who provided User access to the Services.
8.4 Governing Law and Jurisdiction. This Agreement is governed by Minnesota law and controlling U.S. federal law without regard to the choice of law provisions of any jurisdiction. All legal proceedings concerning the interpretation and enforcement of this Agreement shall be commenced exclusively in the state and federal courts sitting in Hennepin County, Minnesota, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts.
8.5 Disputes. If at any time a dispute, difference, or disagreement shall arise between the Parties concerning their performance obligations under this Agreement, before instituting any litigation Tightrope and User shall submit the matter to a non-binding mediation before a qualified, independent professional who has demonstrated skill and experience in mediating similar matters. Any such mediation shall be conducted in Minneapolis, Minnesota, unless the Parties expressly agree otherwise. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
8.6 Assignment. You may not assign or otherwise transfer their rights and obligations under this Agreement. Tightrope may freely assign its rights and delegate its duties under this Agreement.
8.7 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective, permitted successors and assigns.
8.8 Waiver. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.
8.9 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision.
8.10 Export Regulation. The Services may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings, prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the U.S.
