Tightrope Media Systems, Inc.

CAROUSEL PLAYER LICENSE AGREEMENT


This Tightrope Carousel Player License Agreement (the “License”) governs the use of the Carousel Player Application (the “Application”). The Application is owned, developed, and maintained by Tightrope Media Systems, Inc., a Minnesota corporation with its principal office in Minneapolis, Minnesota, U.S.A. (“Tightrope,” “we,” “our,”) and its licensors.


PLEASE READ THIS LICENSE CAREFULLY. IF YOU DO NOT AGREE WITH ITS TERMS, YOU ARE NOT AUTHORIZED TO USE THE APPLICATION.


Capitalized terms that are defined in this License, such as “Application” or “User,” have the specific definitions given to them whenever they are used in this License.


Scope of License


Tightrope provides the Application to end users (the “User,” “you,” “your”) via the Apple TV® Apple Store®. The Apple TV Apple Store is owned and operated by Apple Inc. (“Apple”). This License is only between Tightrope and the User, and not the User and Apple. The User is responsible for complying with the terms and conditions, license agreements, or policies that Apple may require the User to accept as a condition of downloading and using the Application and other applications provided by them.


Tightrope, and not Apple, is solely responsible for the features, functionality, quality, and all other attributes of the Application.


Use of the Application constitutes acceptance of this License. This License will continue in force and effect for as long as you use the Application unless we inform you otherwise. We reserve the right to change the License at any time in our sole business discretion. We will make reasonable efforts to notify Users of changes to the License via the Application interface.


License and Use of the Application


The Application enables Users to display digital signage from the Carousel Cloud platform. To access Carousel Cloud content, you must designate a Carousel Cloud customer site (a “Cloud Site”) the first time you use the Application. By designating a Cloud Site, you represent and warrant that the customer has authorized you to access and view its Cloud Site.


Tightrope grants you a limited, non-transferable right to download, copy, install, and use the Application on any number of Apple-branded electronic devices (“Electronic Device”) for use with the Carousel Cloud™ online digital signage platform. You may not use the Application on any Electronic Device that you do not own and control.


The Application is not intended for use by anyone under age 18. By registering to use the Application, you represent and warrant that you are age 18 or older. You may not use the Application if you are barred from doing so under the laws of the United States or other country, including the country of your permanent residence or from which you use the Application.


You must accept certain usage restrictions as a condition of using the Application. These restrictions enable us to retain control over the Application and make it consistently available to all of our Users.


You may not attempt to access or use the Application in any way other than through the standard interface. You may not attempt to rent, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Application available to any third party. You may not use another software program or other technology to interoperate with, extract data or content from, or scrape or frame any data or content from the Application. You may not copy, modify, or create derivative works of the Application, either on your own or through any third party. You may not attempt to produce a source listing, decompile, disassemble, or otherwise reverse engineer the Application.


You may not interfere with or disrupt the use or performance of the Application by other users. Do not attempt to gain unauthorized access to any data stored in the Application.


You may not remove or obscure any notices or markings, including without limitation, copyright, trademark, or confidentiality notices, or ownership notices appearing on the Application or any documents or materials associated with the Application.


We reserve the right to terminate your access to and use of the Application immediately and without prior notice to you if you violate the foregoing restrictions on use or otherwise violate this License.


To the extent the Application usage rules in this section conflict with the Apple Store Terms of Use, the Apple Store Terms of Use shall govern.


Updates and Changes


Tightrope may develop and provide updates to the Application, including error corrections, updates, or new features and functionality (“Updates”). Based on your Electronic Device settings, when your Electronic Device is connected to the Internet either:  (1) the Application will automatically download and install all available Updates; or (2) you may receive notice of or be prompted to download and install available Updates.


You agree to promptly download and install all Updates and acknowledge and agree that the Application may not operate properly should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this License.


We expect to review and evaluate the functionality of the Application periodically. We may provide Updates in our sole business discretion. Updates may add to, modify, or remove existing functionality or features of the Application. You agree that Tightrope has no obligation to provide any specific Application features or functionality, or Updates.


You acknowledge and agree that Apple has no obligation whatsoever to furnish any Updates, maintenance, or support services for the Application.


Your User Account and Information


You will create a user account upon your first use of the Application (a “User Account”) and will be required to designate a username and password. You are responsible for all use of the Application happening through your User Account. If you learn of any unauthorized use of your User Account, you should promptly contact Tightrope.


Your username and password may include personal information (the “Personal Information”). When you use the Application, we may also collect and use information stored on or provided by your Electronic Device, and we may use various tracking tools to analyze your use of the Application.


Our policies for using your Personal Information and other information we collect from you are set forth in the Tightrope Privacy Policy. Please review it carefully before using the Application and check it periodically for updates.


By establishing a User Account, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.


Third Party Service Providers


You acknowledge that Tightrope may contract with third party development, application hosting, data storage or technology infrastructure services providers for purposes of providing the Application functionality (“Technology Contractors”). Tightrope will make reasonable commercial efforts to ensure that the Technology Contractors abide by any applicable terms and conditions of this License. Tightrope is solely responsible for monitoring and supervising the work of the Technology Contractors.


Intellectual Property Rights  


Tightrope retains all ownership and intellectual property rights to the Application that are not specifically granted to Users. We may use any technology, ideas, concepts, know-how, methods, and techniques related to the Application that we learn from Users unless we specifically agree otherwise.


You do not have any intellectual property rights in the Application or any content displayed by it or stored in it other than your Personal Information. You may not use any content from the Application belonging to another user unless you first obtain their permission or are otherwise permitted to do so by law.


Any content owned or provided by other users of the Application is the sole responsibility of such users. We may review user content in our discretion and remove or refuse to display it if we believe that doing so violates the law. Be aware: we do not actively review or monitor content submitted by users, so you view any content displayed by the Application at your own risk.


You acknowledge and agree that, in the event of any claim that your possession or use of Application infringes a third party’s intellectual property rights, Tightrope, and not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by this License.


Third-Party Materials


The Application displays content provided by third parties, including data, information, applications, and other products, services, and/or materials, and may provide links to third-party applications, websites, or services (“Third-Party Materials”). You acknowledge and agree that Tightrope is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Tightrope does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.


Term and Termination


This License commences when you install the Application and will continue in effect until terminated by you or Tightrope.


You may terminate this License by deleting the Application. Tightrope may terminate this License at any time without notice in its sole discretion. In addition, this License will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this License.


Upon termination, (1) all rights granted to you under this License will terminate; and (2) you must cease using and delete all copies of the Application from your Electronic Device.


Termination will not limit any of Tightrope's rights or remedies at law or in equity.


Feedback and Submissions


If you submit comments, ideas, or feedback to us, you agree that we can use them without any restriction or compensation to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by Tightrope, or obtained from sources other than you.


Trademarks


The terms Tightrope and Carousel Cloud are trademarks of Tightrope. Apple, Apple TV, and Apple Store are trademarks and servicemarks of Apple Inc. You may not use these trademarks or servicemarks without the prior written permission of Tightrope or Apple Inc. All other names, logos, product and service names, designs and slogans used on or appearing in this License or the Application interface are the trademarks of their respective owners.


Copyright Issues


If you are a copyright owner and believe your copyrighted material has been used on or displayed by the Application in a manner that constitutes copyright infringement, please report the violation to us by sending written and email notices to the attention of the Tightrope Copyright Officer using the addresses provided at the end of this License.


Please include the following information in your notice to us: (1) a detailed description of the allegedly infringed copyrighted material, (2) a description of the location of such material on the Application, (3) your contact information, including address, phone number, and email address, if any, (4) your statement that you have a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law, (5) your statement, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner's behalf, and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert copyright infringement and to submit the statement.


Warranties and Disclaimers


You understand and agree that this License creates a legally binding contract governing your use of the Application. You warrant that your use of the Application will comply with all of your obligations to third parties and all applicable laws, rules, and regulations of all federal and state legal jurisdictions and governmental agencies.


YOUR USE OF THE APPLICATION, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION ARE AT YOUR OWN RISK. WE PROVIDE THE APPLICATION TO OUR USERS “AS IS” AND “AS AVAILABLE.” TIGHTROPE AND APPLE MAKE NO WARRANTIES AS TO THE FEATURES, FUNCTIONALITY, QUALITY, OR ANY OTHER ATTRIBUTES OF THE APPLICATION. TIGHTROPE AND APPLE DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION, SECURITY, RELIABILITY, ACCURACY, AVAILABILITY OR QUALITY OF THE APPLICATION, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


Liability Limitations


TO THE FULLEST EXTENT ALLOWED BY LAW, TIGHTROPE AND ITS AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, AND DIRECTORS WILL HAVE NO FINANCIAL LIABILITY TO USERS FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE APPLICATION PURSUANT TO THIS LICENSE.


TO THE FULLEST EXTENT ALLOWED BY LAW, TIGHTROPE AND ITS AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE TO ANY USER OR THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE APPLICATION, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE.


IN ALL CASES, TIGHTROPE, ITS TECHNOLOGY CONTRACTORS, AND ITS LICENSORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.


TIGHTROPE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR HARMFUL TECHNOLOGY OR MATERIAL THAT MAY INFECT OR CORRUPT YOUR PERSONAL INFORMATION, RECIPIENT INFORMATION, MOBILE PHONE OR OTHER ELECTRONIC DEVICE, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION.


Indemnification


You agree to defend, indemnify and hold harmless Tightrope, and its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees, including reasonable legal fees, arising out of or relating to your violation of this License, your use of the Application, and your use of any other content, materials, or services other than as expressly authorized in this License.


General


Apple and its subsidiaries are third-party beneficiaries of this License. Upon acceptance of this License by the User, Apple will have the right, and will be deemed to have accepted such right, to enforce this License against the User as a third-party beneficiary thereof.


All notices you provide to us concerning this License must be delivered in person or electronically by a means evidenced by a delivery receipt to the attention of the Tightrope Chief Executive Officer at the street or email addresses provided at the end of this License.


This License is governed by the laws of the State of Minnesota and applicable U.S. federal law. All legal actions to enforce or interpret this License shall be commenced exclusively in the state or federal courts located in Hennepin County, Minnesota, and you consent to the exclusive jurisdiction and venue of such courts.


You may not assign or otherwise transfer your rights under this License without our prior written consent, which consent may be withheld for any reason in our sole discretion. We may freely assign our rights and obligations under this License to any third party as we determine in our sole business discretion.


This License shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns.


Any failure by Tightrope to exercise its rights under this License will not create a continuing or general waiver of such rights. If any provision of this License 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.


This License states our entire agreement with you concerning the downloading, installation, access, and use of the Application.


Contact Information


If you have any other questions, comments or concerns about this License please contact us via U.S. Mail or email to:


Tightrope Media Systems, Inc.

430 N First Ave., Suite 400

Minneapolis, MN 55401

legal@carouselsignage.com


Copyright © 2018-2019 by Tightrope Media Systems, Inc. All rights reserved.


Last revised:  February 15, 2019.