Terms & Conditions

For Employee

PARTICIPANT TERMS OF USE

Thank you for your interest in using the online services operated by Causecast Corporation (“Causecast”) and offered through the website located at http://www.causecast.org the “Causecast Site”). These Participant Terms of Use (“Participant Terms”) govern your use of the Causecast online services and the Causecast Site (collectively, the “Causecast Platform”). The Causecast Platform enables you to learn about, volunteer with, and donate money to non-profit organizations (“Non-Profits”), create fundraising events, and interact with other users on the Causecast Platform (collectively, “Activities”). Please read these Participant Terms carefully. By using the Causecast Platform, you are stating that you have read and understand, and agree to be bound by, these Participant Terms. If you do not agree to these Participant Terms, you are not permitted to use the Causecast Platform. You agree that these Participant Terms incorporate and include the Causecast Site’s Privacy Policy located at http://www.causecast.com/privacy-policy and that Causecast may use any information Causecast obtains about you in accordance with the provisions of the Privacy Policy.

  1. Your Responsibilities.You agree:

    1. to accurately describe all events that you post on the Causecast Platform and to organize and execute such events as described;

    2. not to post event types that are on our list of Prohibited Events set forth on Exhibit A (as such list may be updated from time-to-time);

    3. not to use the Causecast Platform if you are under 18 or otherwise unable to form a binding contract;

    4. not to use the Causecast Platform to violate any third party rights or any local, state, national, or international law or regulation;

    5. not to use the Causecast Platform to:

      1. transmit any materials (including Activity descriptions) that are abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

      2. transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;

      3. transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

      4. stalk, harass, or harm another individual;

      5. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or

      6. interfere with or disrupt the Causecast Platform or servers or networks connected to the Causecast Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Causecast Platform;

    6. that, as between you and Causecast, you are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Causecast Platform and for paying all charges related thereto; and

    7. to provide and maintain and update information about you on the Causecast Platform to keep it true, accurate, current, and complete at all times.

  2. User Submissions. As between Causecast and you, you own all rights to any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials you submit for display or distribution to others through the Causecast Platform (collectively, “User Submissions”). However, you grant to Causecast an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license, with the right to sublicense through multiple tiers, to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (in whole or in part) in any format or medium now known or later developed. Causecast reserves the right to display advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes. Causecast does not pre-screen User Submissions and you agree that you are solely responsible for all of your User Submissions. Causecast reserves the right, in our sole discretion and without notice to you, to remove any User Submissions posted by you to the Causecast Platform. You represent and warrant that your User Submissions and Causecast’s authorized use thereof do not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights).

  3. Copyright Infringement. Causecast respects the intellectual property rights of others. Accordingly, Causecast has a policy of removing User Submissions and other content that violate copyright law, suspending access to the Causecast Platform (or any portion thereof) by any user who uses the Causecast Platform in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the Causecast Platform in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, Causecast has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the Causecast Platform, please provide written notice to the following Causecast agent for notice of claims of copyright infringement.

         Causecast Corporation
         ATTN: Copyright Agent
         321 North Pass Ave #183
         Burbank, CA 91505
         email: copyright@causecast.org
         Telephone: 310.558.7080
         Fax: 310.564.0475

    Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow Causecast to locate that material; (d) contain adequate information by which Causecast can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner's agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please do not send notices or inquiries unrelated to alleged copyright infringement to Causecast’s designated agent.

  4. Feedback. If you choose to provide technical, business or other feedback to Causecast concerning the Causecast Platform or any Causecast products or services (collectively, “Feedback”), Causecast will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by Causecast of Feedback into any of its products or services does not grant you any proprietary rights therein.

  5. Termination and Suspension. Without limiting other remedies, Causecast may terminate or suspend your Causecast Platform account or suspend your access to all or part of the Causecast Platform or remove your User Submissions, without notice, if Causecast determines, in its sole and absolute discretion, that you have violated these Participant Terms or have engaged in any conduct that Causecast believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of Causecast, any other Causecast Platform user, or any third party. You may discontinue your participation in and access to the Causecast Platform at any time.

  6. Modifications To Participant Terms. Causecast may, in its sole and absolute discretion, change these Participant Terms from time to time. Causecast will post notice of such changes on the Causecast Site. If you object to any such changes, your sole recourse will be to cease using the Causecast Platform. Continued use of the Causecast Platform following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

  7. Modifications To Causecast Platform. Causecast reserves the right to modify or discontinue the Causecast Platform with or without notice to you.

  8. Fees. In no event will you be charged for access to any Causecast Platform services, or to the Causecast Platform as a whole, unless Causecast obtains your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or services. Details regarding the services you will receive in exchange for the payment of fees, as well as any payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. All such terms will be deemed to be a part of (and are hereby incorporated by reference into) these Participant Terms.

  9. Password and Security. You are responsible for maintaining the confidentiality of your Causecast Platform password, and you are solely responsible for all activities that occur under your password. You agree to immediately notify Causecast of any unauthorized use of your password or any other breach of security related to the Causecast Platform. Causecast reserves the right to require you to alter your password if Causecast believes that your password is no longer secure. You agree that you will be solely responsible for any loss or damage you suffer as a result of your failure to adequately safeguard your password.

  10. Third Party Services; Integration and Links. Causecast may make available certain services from third parties through the Causecast Platform and integrate with or provide links to certain third party Internet sites and services (for example, a Non-Profit’s website) (collectively, such third parties, including without limitation, Non-Profits and your employer, “Partners”). The Partner services made available through the Causecast Platform or the integration of such sites and services with the Causecast Platform are for your convenience only and do not signify the endorsement by Causecast of such Partner sites or services. YOU AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CAUSECAST WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ACTS OR OMISSIONS BY PARTNERS, ANY PARTNER SERVICES OR SITES, OR ANY INFORMATION, SOFTWARE, OR OTHER MATERIALS FOUND AT ANY OTHER WEBSITE OR INTERNET RESOURCE.

  11. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

    1. YOU EXPRESSLY AGREE THAT YOUR USE OF THE CAUSECAST PLATFORM AND YOUR PARTICIPATION IN ACTIVITIES, INCLUDING VOLUNTEER EVENTS, DONATIONS TO NON-PROFITS, AND YOUR ORGANIZATION AND EXECUTION OF FUNDRAISING EVENTS, IS AT YOUR SOLE RISK. THE CAUSECAST PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CAUSECAST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CAUSECAST PLATFORM, ALL PARTNER SERVICES, AND ANY ACTIVITIES IN WHICH YOU PARTICIPATE (INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT). CAUSECAST MAKES NO WARRANTY THAT THE CAUSECAST PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT THE CAUSECAST PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, DOCUMENTS, PHOTOGRAPHS, AND SOFTWARE FILES) STORED BY YOU OR OTHERS ON THE CAUSECAST PLATFORM IS NOT GUARANTEED AND THAT CAUSECAST WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE CAUSECAST PLATFORM OR ITS UNAVAILABILITY. CAUSECAST MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAUSECAST PLATFORM, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CAUSECAST PLATFORM, OR THAT DEFECTS IN THE CAUSECAST PLATFORM WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY GOODS, SERVICES, MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CAUSECAST PLATFORM AND YOUR PARTICIPATION IN ANY ACTIVITIES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAUSECAST OR THROUGH THE CAUSECAST PLATFORM WILL CREATE ANY WARRANTY FROM CAUSECAST NOT EXPRESSLY MADE HEREIN.

    2. YOU AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU WILL NOT HOLD CAUSECAST RESPONSIBLE FOR THE ACTIVITIES, GOODS, SERVICES, CONTENT, ACTIONS OR INACTIONS OF OTHER USERS OR PARTNERS. YOU ACKNOWLEDGE AND AGREE (I) THAT THE CAUSECAST PLATFORM IS A VENUE TO ALLOWS USERS TO LEARN ABOUT NON-PROFITS, AND ENGAGE IN ACTIVITIES; (II) THAT CAUSECAST IS NOT INVOLVED IN THE ACTUAL TRANSACTION OR INTERACTION BETWEEN USERS, NON-PROFITS AND OTHER PARTNERS; AND (III) THAT CAUSECAST DOES NOT GUARANTEE THE QUALITY, SAFETY, OR LEGALITY OF THE ACTIVITIES POSTED, THE TRUTH OR ACCURACY OF USERS’ OR PARTNERS’ CONTENT OR LISTINGS, THE ABILITY OF USERS OR PARTNERS TO PERFORM ACTIVITIES, OR THAT A NON-PROFIT WILL USE DONATIONS FOR THE PURPOSES THEY HAVE DESCRIBED ON THE CAUSECAST PLATFORM.

    3. UNDER NO CIRCUMSTANCES WILL CAUSECAST OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, LOSS OF MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE CAUSECAST PLATFORM OR PARTICIPATION IN ANY ACTIVITIES.

    4. IF, NOTWITHSTANDING THESE PARTICIPANT TERMS OF USE, CAUSECAST IS FOUND TO BE LIABLE, LIABILITY OF CAUSECAST AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS TO YOU OR TO ANY THIRD PARTY IS LIMITED TO $100 USD.

  12. Disclaimer of Warranties. Exclusions And Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Causecast may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Causecast’s liability will be the minimum permitted under such applicable law.

  13. Indemnification. You agree to indemnify, defend, and hold harmless Causecast and its officers, directors, employees, consultants, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from (a) your participation in any Activities; (b) any fundraising events you organize or promote; or (c) your (or anyone using your account’s) violation of these Participant Terms. Causecast reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Causecast’s defense of such claim.

  14. Trademarks. “Causecast” and the Causecast logo, and certain other of the names, logos, and materials displayed on the Causecast Platform, constitute trademarks, trade names, or service marks (“Marks”) of Causecast or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Causecast or those other entities.

  15. Copyrights; Restrictions on Use. The content on the Causecast Platform (the “Content”), including without limitation, video, text, photos, and graphics, is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by Causecast or the user or Non-Profit who posts the Content. Other than with respect to your own User Submissions: (a) the Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Causecast and the Content’s applicable owner; and (b) you must abide by all copyright notices, information, or restrictions contained in or attached to any Content. Causecast reserves all rights, title and interest in and to all intellectual property rights subsisting in the Causecast Platform, including but not limited to, its user interface, branding, and underlying technology. No rights are granted to you hereunder except as expressly stated herein.

  16. Consumer Rights. Pricing information will be posted and visible during the ordering process for goods and services available through the Causecast Platform. Causecast maintains specific contact information, including an e-mail address for notifications of complaints and for inquiries regarding pricing policies in accordance with Cal. Civ. Code §1789.3. All correspondence regarding complaints should be addressed to our agent for notice at the following address:

         Causecast Corporation
         ATTN: Consumer Rights Complaint / Pricing
         321 North Pass Ave #183 Burbank CA 91505

         email: consumerrights@causecast.org
         Telephone: 310.558.7080
         Fax: 310.564.0475

    In accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

  17. Miscellaneous. These Participant Terms and any additional terms to which you agree when using particular elements of the Causecast Platform (e.g., terms relating to the payment of fees for certain Causecast Platform content or services), constitute the entire and exclusive and final statement of the agreement between you and Causecast with respect to the subject matter hereof and govern your use of the Causecast Platform, superseding any prior agreements or negotiations between you and Causecast with respect to the subject matter hereof. These Participant Terms and the relationship between you and Causecast will be governed by the laws of the State of California as applied to agreements made, entered into, and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Participant Terms or your use of the Causecast Platform will be brought in the Federal or State courts located in Los Angeles County, California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Causecast to exercise or enforce any right or provision of these Participant Terms will not constitute a waiver of such right or provision. If any provision of these Participant Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Causecast and you as reflected in the provision, and that the other provisions of these Participant Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Causecast Platforms or these Participant Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Participant Terms are for convenience only and have no legal or contractual effect. These Participant Terms will remain in full force and effect notwithstanding any termination of your use of the Causecast Platform.

  18. Date of Effectiveness. These Participant Terms became effective for all users on October 26, 2011.

 

EXHIBIT A

Prohibited Events

 

 

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For Employer

 

Causecast Employee Engagement Platform
Master Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF OUR CAUSECAST EMPLOYEE ENGAGEMENT PLATFORM SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on October 7, 2017. It is effective between You and Us as of the date of You accepting this Agreement.

  1. Definitions

    "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

    "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

    "Non-Platform Applications" means online applications and offline software products that are provided by entities or individuals other than Us.

    "Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference. "Platform Services" means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

    "Services" means the products and services that are ordered by You under a free trial or an Order Form and made available by Us online via the customer login link at http://www.causecast.com and/or other web pages designated by Us, “Services” exclude Non-Platform Applications.

    "Participant Guide" means the online Terms of Service for Participants, accessible via login at http://www.causecast.com/terms#employee, as updated from time to time. You acknowledge that You have had the opportunity to review the Participant Guide.

    "Participants" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied Participant identifications and passwords by You (or by Us at Your request). Participants may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business. [Is this the way – technically- the business will operate?]

    "We," "Us" or "Our" means Causecast, Inc., as described in Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

    "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

    "Your Data" means all electronic data or information submitted by You or your employee Participants to the Platform Services.

  1. Free Trial. If You register for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Platform Services ordered by You. Additional trial terms and conditions may be incorporated into this agreement. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL: THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 8 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the Participant Guide during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

  1. Platform Services

    1. Provision of Platform Services. We shall make the Platform Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

    2. Participant Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as Participant subscriptions and may be accessed by no more than the specified number of Participants, (ii) additional Participant subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional Participant subscriptions are added, and (iii) the added Participant subscriptions shall terminate on the same date as the pre-existing subscriptions. Participant subscriptions are for designated Participants only and cannot be shared or used by more than one Participant but may be reassigned to new Participants replacing former Participants who no longer require ongoing use of the Services.

  2. Use Of The Services

    1. Our Responsibilities. We shall: (i) provide Our basic support for the Platform Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Platform Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Platform Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Platform Services only in accordance with applicable laws and government regulations.

    2. Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) use or access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

    3. Your Responsibilities. You shall (i) be responsible for Participants’ agreement to comply with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the Participant Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Participants, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

    4. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the Participant Guide. The Services provide real-time information to enable You to monitor Your compliance with such limitations.

  3. Fees And Payment For Platform Services

    1. Fees. You shall pay all undisputed fees specified in all Order Forms hereunder.

    2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased Participant Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

    3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).

    4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 12.2 (Manner of Giving Notice), before suspending services to You.

    5. Payment Disputes. We shall not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

    6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

  4. Proprietary Rights

    1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

    2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

    3. Your Applications and Code. If You, a third party acting on Your behalf, or a Participant creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.

    4. Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.

    5. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Participants, relating to the operation of the Services.

    6. Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data –Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

  5. Confidentiality

    1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

    2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

    3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

  6. Warranties And Disclaimers

    1. Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with the Participant Guide, (iii) the functionality of the Services will not be materially decreased during a subscription term, and (iv) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (v) if You or a Participant uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below.

    2. Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so.

    3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

    4. Non-GA Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ("Non-GA Services"). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, nonproduction or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.

  7. Mutual Indemnification

    1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your Participant subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Participant subscriptions after the effective date of termination.

    2. Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

    3. Exclusive Remedy. This Section 9 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

  8. Limitation Of Liability

    1. Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PLATFORM SERVICES).

    2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER 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 SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  9. Term And Termination

    1. Term of Agreement. This Agreement commences on the date You accept it and continues until all Participant subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period. Participant subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all Participant subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.

    2. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

    3. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

    4. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Platform Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

    5. Surviving Provisions. Section 5 (Fees and Payment for Platform Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.3 (Refund or Payment upon Termination), 11.4 (Return of Your Data), 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 13 (General Provisions) shall survive any termination or expiration of this Agreement.

  10. Who You Are Contracting With, Notices, Governing Law And Jurisdiction

    1. General. You are contacting with Causecast, Inc.

    2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

    3. Agreement to Governing Law and Jurisdiction. Each party agrees that this Agreement shall be governed by the laws of the State of California applicable to agreements made and to be fully performed in such state (i.e., without regard to choice or conflicts of law rules), and to the exclusive jurisdiction of the applicable courts above.

    4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

  11. General Provisions

    1. Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Participants to access or use Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

    2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

    3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

    4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

    5. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

    6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

    7. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any undisputed fees or charges due Us under this Agreement following Your breach of Section 5.2 (Invoicing and Payment).

    8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

    9. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

 

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