Tightrope Media Systems, Inc.

CAROUSEL TERMS OF USE


These Terms of Use (the “Terms”) govern the use of the Carousel Cloud™ online digital signage platform, and the Carousel Academy™ online video training courses (collectively, the “Software”). The Software is owned, developed, operated, and maintained by Tightrope Media Systems, Inc., a Minnesota corporation with its principal office in Minneapolis, Minnesota, U.S.A. (“Tightrope”) and its licensors.


PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE.


Capitalized terms that are defined in these Terms, such as “Software” or “Customer,” have the specific definitions given to them whenever they are used in these Terms.


1. Software Subscriptions


Tightrope provides the Carousel Cloud Software to its customers (“Customers”) and their authorized users (“Users”) for a subscription term. Carousel Cloud subscriptions are subject to renewal and cancellation as provided by these Terms. Tightrope offers licenses to Carousel Academy courses for single Users or in multiple-User packages.


References to “Customer” or “Customers” in these Terms shall include Users as required by the context. Also, references to a “subscription” in these Terms shall include the Carousel Academy licenses as required by the context.


Customer is required to affirmatively accept these Terms and the separate Tightrope Privacy Policy (the “Privacy Policy”) upon the initial account registration. All Users must also accept these Terms and the Privacy Policy as a condition of their access to and use of the Software.


These Terms will continue in force and effect for the full term of Customer’s Software subscription. Tightrope reserves the right to change these Terms at any time in its sole business discretion. Tightrope will make reasonable efforts to notify Customers of changes to the Terms via the Software interface or other electronic means.


2. Customer Accounts


All Customers must have an account to use the Software (a “Customer Account”). Customers establish a Customer Account by completing the online registration process. In some instances, Tightrope may set up a Customer Account for the Customer.


All Users must have an individual user account to access and use the Software. Each User must have a username, password, and such other login or account credentials as Tightrope may reasonably require to maintain and operate the Software. The login and account credentials will include personal information. We may use a User’s personal information to send announcements, administrative messages, and other information related to the use of the Software. Users may be able to opt out of some of these communications.


Tightrope’s information collection and use practices are set forth in more detail in the Privacy Policy.


3. Fees and Payment Terms


(a) Carousel Cloud


Tightrope provides the Carousel Cloud Software to Customers free of charge for an initial 14-day trial period (the “Trial Period”). These Terms govern the Trial Period except as expressly modified by this section. Customers may cancel their subscriptions at any time during the Trial Period without liability to Tightrope. TIGHTROPE WILL HAVE NO MONETARY LIABILITY TO CUSTOMER FOR ANY CLAIMS ARISING UNDER OR RELATING TO THE TRIAL PERIOD, WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL BASIS.


Upon the expiration of the Trial Period for the Carousel Cloud Software , Customer will be charged fees for the subscription plan chosen during the account registration process.  Subscription fees vary according to the term, a base fee, the number of concurrent digital signage players that the Customer is authorized to use, and other options. A “player” is the application software that displays content on an individual monitor or display device (hereafter, a “Player”).


Monthly Carousel Cloud subscriptions renew automatically unless Customer notifies Tightrope of its election to terminate the subscription at least 10 days prior to expiration. Annual subscriptions automatically renew for an additional 1-year term unless Customer notifies Tightrope of its election to terminate the subscription at least 30 days prior to expiration.


Monthly subscription fees for Carousel Cloud are payable in advance. Annual subscription fees are due at the start of the annual term. All invoices to Customers are payable upon receipt. Tightrope only accepts credit card payments for monthly subscriptions. Annual subscriptions may be paid by credit card, an ACH payment, or other payment form acceptable to Tightrope. All payments shall be made in U.S. Dollars.


(b) Carousel Academy


Customers can purchase User licenses for Carousel Academy courses individually or in packages. The License for a course expires after viewing has been completed. User license fees are payable in advance.


(c) Changes; Taxes


Any fee changes occurring prior to the expiration of a subscription term will be effective upon renewal of the subscription. Otherwise, Tightrope may change its fees at any time, effective immediately upon posting to the Tightrope website.


Any sales, use, value-added, excise, or other taxes which Tightrope is required to collect from Customer pursuant to applicable law will be in addition to all fees charged for the Software.


(d) Excess Use.  The subscription fees charged by Tightrope are based on the reasonable and ordinary costs of hosting, maintaining, and operating the Software for reasonable and ordinary business use, including storage and bandwidth costs. In the event of excessive use, Tightrope reserves the right to implement limits on storage and bandwidth. Excessive use will be determined by Tightrope in its reasonable business discretion based on its average usage metrics.


(e) Failure to Pay


If a Customer fails to make any payment when due, then:


(a) Tightrope may charge Customer interest on the past due amount at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is lower;


(b) Customer shall reimburse Tightrope for all reasonable costs incurred in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; and


(c) Tightrope may suspend or terminate Customer’s access to and use of the Software upon 10 or more days’ notice to Customer.


4. Term and Termination


These Terms shall remain in force and effect for the Customer’s full subscription term . Tightrope will issue invoices upon commencement of the subscription term.


Tightrope may terminate the Customer’s subscription if the Customer is in material breach of these Terms and has not cured the breach within 10 days of Tightrope’s notice of the breach.


Tightrope has an unrestricted right to immediately suspend Customer access to the Software without prior notice to Customer if Tightrope has reasonable grounds for believing Customer has violated the usage restrictions stated in these Terms. Tightrope will notify Customer promptly after taking such action.


Upon a request by Customer made within 30 days after the termination of the Customer’s subscription, Tightrope will provide Customer with copies of all Customer Content (as defined in Section 8) stored or controlled by Tightrope. Tightrope shall have no obligation to maintain or provide any Customer Content after the 30-day period.


Customer’s right to access and use the Software will cease upon termination of Customer’s Software subscription for any reason. Upon early termination, Customer will not be relieved from the obligation to pay all fees which are due through the termination date.


5. Usage Rights


Tightrope grants Customer the right to access and use the Software functionality for the term of the Customer’s subscription. Customer’s subscription for the Software will provide for a specific number of authorized Players (as defined above). The number of Players may be changed during the subscription term subject to the payment of the additional fees.


The Software is not intended for use by anyone under age 18. All Users represent and warrant to Tightrope as a condition of using the Software that they are age 18 or older. Users may not use the Software if they are barred from doing so under the laws of the United States or other country, including the country from which the User uses the Software.


6. Restrictions on Use


Customers must accept the Software usage restrictions stated in this section of the Terms. These restrictions enable Tightrope to maintain control of the Software and make it consistently available to all Customers.


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


Customers are prohibited from interfering with or disrupting the performance of the Software. Customers may not attempt to gain unauthorized access to any data stored in the Software.


Customers may not remove or obscure any notices or markings, including without limitation, copyright, trademark, or confidentiality notices, or ownership notices on the Software, including any screens displayed by the such product.


Tightrope reserves the right to terminate a Customer’s access to and use of the Software immediately and without prior notice to if the Customer violates the foregoing restrictions on use or otherwise violate these Terms.


7. Software Availability, Support, and Maintenance


Tightrope will use reasonable commercial efforts to make the Software available for access and use with minimal downtime 24 hours a day, 7 days a week. The Software will be considered “unavailable” if any of the core or principal functionality are not available to a User for their normal intended use.


Tightrope will provide email and text support for the Software from 8:00 a.m. to 5:00 p.m. U.S. Central Time, Monday through Friday, excluding U.S. Federal Holidays and Tightrope’s own company holidays. Tightrope will make reasonable efforts to notify Users of Tightrope Company holidays at least 30 days in advance. Telephone support is available for additional fees as stated. Support includes assistance with general usage and functionality issues, and software error reporting and fixes. Tightrope will make reasonable commercial efforts to correct or fix reported software errors promptly after being notified of a problem.


Tightrope will maintain and upgrade the functionality of the Software as Tightrope determines in its sole business discretion. Tightrope may add or remove functionality or features, and may suspend or stop some functionality. If functionality is to be discontinued, Tightrope will give Customers reasonable advance notice when possible.


Tightrope will bear all cost of hosting, maintaining, and operating the Software, including Internet bandwidth, server computers, and network equipment. In addition to all fees payable pursuant to Customer’s subscription, Customer will be responsible for all equipment, network, and other costs necessary for Customer to access and use the Software via the Internet.


Tightrope is not obligated to provide Customer with any consulting or other services related to the use of the Software unless the parties specifically agree otherwise in a separate written agreement.


8. Customer Content


The Software enables Customers to store and manage content for display on multiple video displays or monitors, including text, graphics, photographs, video, data feeds, and other digital media (the “Customer Content”). Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to the use of Customer Content. Customer grants Tightrope a royalty-free, worldwide, non-exclusive right and license under these Terms to use, copy, and process the Customer Content as necessary to provide the Software functionality and perform its other obligations under these Terms.


Tightrope may contract with third-party development, application hosting, data storage, and technology infrastructure contractors to provide the Software functionality (“Technology Contractors”). Tightrope will make reasonable commercial efforts to ensure that the Technology Contractors abide by any applicable terms and conditions of these Terms. Tightrope is solely responsible for monitoring and supervising the work of the Technology Contractors.


Tightrope shall make reasonable commercial efforts to secure, protect, and maintain the integrity of the Customer Content. Customer and Users are responsible for maintaining the confidentiality of all usernames and passwords required to access and use the Software. If the confidentiality of such information is compromised, Customer shall promptly notify Tightrope.


9. Customer Content Standards


All Customer Content shall comply with the following standards, and with all applicable federal, state, local, and international laws and regulations. Each Customer represents, warrants, and agrees as follows:


(a) Customer owns or has secured all intellectual property rights necessary for Customer’s use of the Customer Content with the Software as intended ;


(b) Customer’s use of Customer Content with the Software, 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 promote or assist in any illegal or unlawful acts; and


(f) The Customer Content does not and will not contain a software virus or other harmful component.


10. Statistical Data.  


Tightrope may monitor Customer’s use of the Software to compile anonymous, statistical, and performance information related to the Software (“Statistical Data”). Tightrope will have an unrestricted right to store, analyze, evaluate, and use the Statistical Data for its own internal business purposes, including improving the features, performance, and functionality of the Software. Tightrope warrants and agrees that the Statistical Data shall not include any information which identifies or can be attributed to a Customer, or any personally identifiable information.


11. Intellectual Property Rights  


Tightrope retains all ownership and intellectual property rights to the Software. Customer shall only have the access and usage rights to the Software as expressly provided by these Terms. Tightrope may use any technology, ideas, concepts, know-how, methods, and techniques related to the Software that Tightrope learns from Customers or Users unless Tightrope specifically agrees otherwise. Nothing in these Terms shall be construed to prevent Tightrope from developing, marketing, selling, or licensing products or services that may include the same or similar functionality to the Software.


Customers do not have any intellectual property rights in any content displayed by the Software or stored in it other than the Customer’s own Customer Content.


12. Feedback and Submissions


If Customer submits comments, ideas, or feedback to Tightrope regarding the Software or anything related to its functionality or use, Tightrope may use them without any restriction or compensation to Customer. 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 Customers.


13. Trademarks and Publicity


The terms Tightrope, Carousel Cloud, and Carousel Academy are trademarks of Tightrope. Customer may not use these trademarks without the prior written permission of Tightrope. All other names, logos, product and service names, designs and slogans used on or appearing on the Software are the trademarks of their respective owners.


Tightrope and Customer shall obtain each other’s consent before (a) issuing a formal press release announcing any business relationship, or (b) publicizing the business relationship on Tightrope’s or Customer’s corporate website or in any other manner.


14. Copyright Infringement Issues


If any Customer or a third party is a copyright owner and believe their copyrighted material has been used on or displayed by the Software in a manner that constitutes copyright infringement, the violation should be reported to Tightrope by sending written and email notices to the attention of the Tightrope Copyright Officer using the addresses provided at the end of these Terms.


The following information should be included in the notice to Tightrope: (a) a detailed description of the allegedly infringed copyrighted material, (b) a description of the location of such material on the Software, (c) the complaining party’s contact information, including address, telephone number, and email address, if any, (d) a statement that the complaining party has a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law, (e) a statement, made under penalty of perjury, affirming that the information in the notice is accurate and that the complaining party is authorized to act on the copyright owner's behalf, and (f) 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.


15. Indemnification


Tightrope shall indemnify, defend, and hold harmless Customer, its officers, directors, employees, agents, successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs (collectively, “Losses”) incurred by a Customer Indemnitee arising out of or relating to any claim, legal action, demand, arbitration, audit, litigation, citation, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) brought by a third party (other than an affiliate of the Customer Indemnitee) alleging that Customer’s use of the Software pursuant to these Terms infringes the copyright, U.S. Patent, trade secret, or trademark rights of such third party.


Tightrope’s indemnification obligations under this section do not apply to any Action or Losses arising out of or relating to: (a) any modification of the Software made by Customer or anyone other than Tightrope, or made without Tightrope’s express written approval; and (b) any misuse, abuse, or misapplication of the Software by or on behalf of Customer, a User, or a third party.


Customer shall indemnify, defend, and hold harmless Tightrope, its officers, directors, employees, agents, successors, and permitted assigns (each, an “Tightrope Indemnitee”) from and against any and all Losses incurred by an Tightrope Indemnitee in connection with any Action brought by a third party (other than an affiliate of a Tightrope Indemnitee) based on any allegation of or relating to: (a) any technology, products, network or computer equipment, systems or procedures, or services used by Customer other than the Software; (b) Tightrope’s use of the Customer Content pursuant to these Terms; (c) any facts that, if true, would constitute a breach by Customer of any of Customer’s representations and warranties in these Terms; negligence or willful misconduct by Customer, any User, or any third party on behalf of Customer or any User in connection with the use of the Software pursuant to these Terms.


The parties shall indemnify each other pursuant to this section provided that: (a) the indemnitee notifies the indemnifying party promptly in writing of the Action; (b) the indemnifying party has control of the defense and all related settlement negotiations with respect to the Action, provided that, (i) the indemnitee has the right to participate in the defense of any such Action through counsel of its own choosing, and that (ii) all settlements made by the indemnifying party include a full release of all claims against and obligations of the indemnitee related to the Action; and (c) the indemnitee cooperates fully to the extent necessary, and executes all documents necessary for the defense of any such Action.


THIS SECTION STATES CUSTOMER’S SOLE REMEDIES AND TIGHTROPE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE OR ANY SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.


16. Warranties and Disclaimers


A Customer’s acceptance of these Terms during registration for the Software creates a legally binding contract governing the Customer’s access to and use of the Software. Customer warrants that Customer’s use of the Software will comply with all of its obligations to third parties and all applicable laws, rules, and regulations of all federal and state legal jurisdictions and governmental agencies.


USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK. TIGHTROPE PROVIDES THE SOFTWARE “AS IS” AND “AS AVAILABLE.” TIGHTROPE DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION, SECURITY, RELIABILITY, ACCURACY, AVAILABILITY OR QUALITY OF THE SOFTWARE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


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 THE CUSTOMER CONTENT, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO CUSTOMER AND USERS’ USE OF THE SOFTWARE.


The Software is not designed or intended for emergency notification or use in life-threatening situations requiring fail-safe performance, including without limitation, situations involving severe weather or natural disasters, terroristic threats or risks, potential mass shootings, riots or other public unrest, or any other situation in which the failure of the Software could lead to death, personal injury, or severe physical or property damage (collectively, “Emergency Situations”). TIGHTROPE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN EMERGENCY SITUATIONS.


The Software does not comply with the privacy and security requirements for protected health information (“PHI”) imposed by the Health Insurance Portability and Accountability Act (“HIPAA”). USERS ARE PROHIBITED FROM USING THE SOFTWARE TO TRANSMIT, MANAGE, DISPLAY, OR STORE PHI UNDER ANY CIRCUMSTANCES. The Software also does not comply with the Federal Risk and Authorization Management Program (“FedRAMP”) program requirements. Customers are prohibited from using the Software in any case in which FedRAMP compliance is required.


17. Liability Limitations


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


THE AGGREGATE LIABILITY OF TIGHTROPE TO ANY CUSTOMER OR USER FOR CLAIMS RELATING TO THE USE OF THE SOFTWARE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL RIGHT OR REMEDY, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING BY CUSTOMER FOR THE MOST RECENT THREE (3) MONTHS OF THE CUSTOMER’S SUBSCRIPTION TERM.


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


18. General


Any notice permitted or required under these Terms shall be deemed given on the date of personal delivery or five (5) days after deposit in the United States mail, postage fully prepaid, return-receipt requested. Notices shall be addressed to Tightrope at its principal office address and to Customers at their street or email address of record with Tightrope. Personal delivery of a notice via a nationally-recognized courier will be valid upon delivery provided the courier obtains a signed receipt. Notice by email shall be valid provided the sender receives an acknowledgement of receipt by a return email or by another means providing a written record.


These Terms are governed by Minnesota law and applicable U.S. federal and international laws. All legal actions to enforce or interpret these terms shall be commenced exclusively in the state or federal courts located in Hennepin County, Minnesota. To the fullest extent allowed by law, Customers hereby consents to the exclusive jurisdiction and venue of THE MINNESOTA courts.


Customers may not assign or otherwise transfer their rights under these Terms without Tightrope’s prior written consent, which consent may be withheld for any reason in Tightrope’s sole discretion. Tightrope may freely assign Tightrope’s rights and obligations under these Terms to any third party as Tightrope determines in its sole business discretion.


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


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


These Terms and the Privacy Policy state Tightrope’s entire agreement with Customer concerning the access to and use of the Software. Tightrope and Customer will be bound by the specific subscription plan and fee terms selected during the Software registration process, subject to such changes as the parties may agree upon during the subscription term.


Contact Information


Questions, comments or concerns about these Terms of Use and related matters may be sent to Tightrope at the following street or email address:


Tightrope Media Systems, Inc.

430 N First Ave., Suite 400

Minneapolis, MN 55401

legal@carouselsignage.com


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


Last revised:  February 15, 2019.