Terms of Use
Welcome to Viewcastle.
Thanks for using our products and services ("Services"). The Services are provided by Viewcastle LLC (the "Provider" or "Viewcastle"). By using our Services you are agreeing to these terms. Please read these Terms and Conditions ("Terms" or"Terms and Conditions") carefully before using the Viewcastle websites, mobile applications, software-as-a-service (or "SaaS") services, or any other services made available and provided by Viewcastle.
BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SERVICES, YOU (the "Customer") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. DEFINITION
“Administrator User” means each Customer employee or representative designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by Viewcastle.
“Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form), is marked as “confidential” or “proprietary”.
“Host” means the computer equipment on which the Software is installed, which is owned and operated by Viewcastle or its subcontractor
“Maintenance Services” means the support and maintenance services provided by Viewcastle to Customer pursuant to this SaaS Agreement.
“SaaS Services” refer to the specific Viewcastle’s internet-accessible service identified in a Schedule that provides use of Viewcastle’s identity/access management Software that is hosted by Viewcastle or its services provider and made available to Customer over a network on a term-use basis.
2. SERVICE
The Provider hereby grants the Customer, including all authorized users of the Customer, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the service (the “Service”) solely for the internal business operations of the Customer in accordance with the terms of this Agreement and the Provider’s online terms of use.
3. TERM AND TERMINATION
When registering a subscription for the Service, the term of the subscription (the “subscription term”) shall begin on the effective date of the subscription (the "Effective Date") and shall end upon 12 months or 1 month from the Effective Date depending on the payment schedule selected by the Customer as described below under section 4. PAYMENT TERM a) Payment schedule.
4. PAYMENT TERM
Viewcastle is sold as a Software-as-a-Service (SaaS) and requires Clients to have a valid membership subscription. The Provider accepts payments with Credit Cards and Debit Cards. Your subscription will renew automatically at the end of each of the subscription term unless you opt-out from automatic renewal or cancel your membership. You can update your payment method, manage your subscription, or cancel at any time by visiting the Billing page under your user account’s organizational settings.
By purchasing this software, you agreed to enroll in our automatic renewal service. This keeps your products up and running, automatically charging then-current renewal fees to your payment method on file, with no further action on your part.
a) Payment schedule: The Customer has the option to pay on a yearly or monthly basis. If paid yearly, the length of each subscription term shall be 12 months and Viewcastle shall provide the Customer a discount on the current subscription fee. If paid monthly, the length of each subscription term shall be 1 month and Viewcastle may charge the Customer the current subscription fee in full.
b) Account cancellation policy: Once an authorized user submits a request for cancellation, no additional charges will be made. However, no refunds are provided upon cancellation. If the user cancels before an upcoming renewal date, the Customer will have access to the SaaS Services through the end of the then-current subscription term.
c) Cancellation of automatic renewal: Subscription terms purchased will renew automatically at the end of the term. The Customer’s payment method is charged at the start of each subscription period and a renewal confirmation notice is sent to the account administrator’s email address. Notifications of upcoming renewals of yearly subscription terms are sent to the account administrator’s email address 30 days and 10 days before renewal. If the Customer wishes to turn off the automated renewal, an authorized user can do so any time from the organization’s online account under Billing.
d) Failed renewal & account suspension: If the Customer’s payment method on file is closed or expired, or if for any reason, a charge is rejected, the Customer will be requested to update or supply a new payment method to charge overdue and future payments to in order to keep the Customer’s account active. If a charge is rejected, the Customer will have up to 30 days from the date of the charge to remedy. If after 30 days, the charge is still outstanding, the Customer’s access to the SaaS Service and/or Software will be suspended until the account information is updated and the payment is successful. If payment is still outstanding after 120 days from the date of the suspension, then the Customer’s account will be terminated and Viewcastle makes no guarantee to the continued storage of Customer information on the Viewcastle platform and hardware.
e) Transaction fees: The Customer has the option to charge end-users for the Customer’s content by using Viewcastle’s monetization features. Viewcastle processes these monetary transactions on behalf of the Customer using third-party financial infrastructure platforms that allow businesses to accept payments, send payouts, and automate financial processes. These third-party financial infrastructure platforms may take a portion of the transaction or charge their own transactional processing fee at their own discretion to the Customer. This relationship is between the Customer and the third-party financial infrastructure platforms and Viewcastle is not responsible for any agreements between the Customer and third-party financial infrastructure platforms. In addition to any fees collected by third-party financial infrastructure platforms, Viewcastle will charge the Customer a fee of 99 cents per pay-per-view transaction or monthly subscriber transaction, 83 cents per yearly subscriber transaction, or 5% the total transaction amount of a bundled transaction. A bundled transaction is a collection of content purchased by an end-user for a single price, and therefore single transaction.
Transaction fee collection: For transactions made through the Viewcastle web application, Viewcastle collects the transaction’s fee by taking the fee amount out of the transaction amount prior to transferring the transaction amount to the Customer for payouts. For mobile applications, including TV applications, Viewcastle will bill the Customer at or around the 15th of each month for the sum of transaction fees due on transactions made through the Viewcastle mobile applications, including TV applications, during the previous month. This is due to the fact that third-party financial infrastructure platforms used by native mobile and TV applications do not typically offer a way for software vendors, such as Viewcastle, to automatically take transaction fee amounts out of a transaction amount prior to transferring the transaction amount to the vendor’s customers for payouts.
5. CUSTOMER'S RESPONSIBILITIES
a) Customer shall provide commercially reasonable information and assistance to Viewcastle to enable Viewcastle to deliver the SaaS Services. Customer acknowledges that Viewcastle’’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
b) Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Viewcastle exercises no control over the content of the information transmitted by Customer through the SaaS Services.
c) Customer shall not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
d) Customer shall be solely responsible for the acts and omissions of its Administrator Users. Viewcastle shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
e) Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to Viewcastle a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer
Customer shall:
(i) Notify Viewcastle immediately of any unauthorized use of any password or user id or any other known or suspected breach of security,
(ii) Report to Viewcastle immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and
(iii) Not provide false identity information to gain access to or use the SaaS Services.
Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not
(i) Include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or
(ii) Contain anything that is obscene, pornographic, defamatory, harassing, offensive or malicious.
6. LIMITATIONS OF THE LICENSE
a) The Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer;
b) Subject to the limited licenses granted herein, Viewcastle shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to Viewcastle.
7. LICENSE RESTRICTIONS
Customer shall not, and shall not permit anyone to:
a) Copy, republish or redistribute any content or material of the SaaS Services or Software;
b) Make the SaaS Services available to any person other than authorized users;
c) Remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the SaaS Services or in the Documentation;
d) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law;
e) Access the SaaS Services or use the Documentation in order to build a similar product or competitive product.
f) Use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or platform or impairment of the availability or accessibility of the Hosted Services.
g) Sub-license its right to access and use the Hosted Services;
h) Conduct or request that any other person conduct any load testing or penetration testing on the platform or Hosted Services without the prior written consent of the Provider.
i) Use the Hosted Services in any way that is unlawful, illegal, fraudulent or harmful.
8. OWNERSHIP AND INTELLECTUAL PROPERTY
Customer retains ownership and intellectual property rights in and to its Customer Content. Viewcastle retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement.
Third party technology that may be appropriate or necessary for use with some Viewcastle programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by Viewcastle and not under the Agreement.
9. SUPPORT SERVICES
For the 12 month period beginning on the Effective Date and at Viewcastle's expense, Viewcastle will provide Customer with telephone or electronic support during Provider 's normal business hours in order to help Customer correct problems with the Software, and internet-based support system generally available seven days a week, twenty-four hours a day.
After the initial 12 months support period, Customer may elect to renew Viewcastle's support services for additional 12 months periods, at Viewcastle's current service rates.
10. MAINTENANCE SERVICES
a) During the Term of this Agreement, the Provider shall provide the Maintenance Services to the Customer.
b) The Provider shall give to the Customer at least 25 business days' prior written notice of scheduled Maintenance Services that are likely to have a negative impact upon the Hosted Services.
c) The Provider shall give to the Customer at least 5 business days' prior written notice of a significant upgrade to the platform and 25 business days’ prior written notice of any upgrade containing breaking changes to the existing operation of the SaaS Services that would require action by the Customer.
d) The Provider shall give to the Customer written notice of any security update to the platform.
e) The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least [SPECIFY] days' written notice, following the amount becoming overdue.
11. INDEMNIFICATIONS
a) Viewcastle shall indemnify Customer against all losses and expenses arising out of any proceeding brought by a third party and arising out of a claim that the Service infringe the third party's Intellectual Property rights.
b) Before bringing a claim for indemnification, Customer shall notify Viewcastle of the indemnifiable proceeding and deliver to Viewcastle all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
c) If the Customer fails to notify Viewcastle of the indemnifiable proceeding, Viewcastle will be relieved of its indemnification obligations.
d) Customers' right to indemnification is the exclusive remedy available with respect to a claim of indemnification.
12. CONFIDENTIALITY
a) During the term of this SaaS Agreement and for 5] years thereafter (perpetually in the case of Software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, Software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
b) Confidential Information excludes information that:
(i) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party,
(ii) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or
(iii) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
13. WARRANTY
Viewcastle represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation.
Viewcastle warrants that the SaaS Services will perform in all material respects in accordance with the Documentation. Viewcastle does not guarantee that the SaaS Services will be performed error-free or uninterrupted, or that Viewcastle will correct all SaaS Services errors. Customer acknowledges that Viewcastle does not control the transfer of data over communications facilities, including the internet, and that the SaaS Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by Viewcastle (EXPRESS OR IMPLIED) with respect to the subject matter of this Agreement. Neither Viewcastle nor any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus-free or error-free, nor shall, Viewcastle or any of its Service Providers be liable for unauthorized alteration, theft or destruction of Customer’s or any user’s data, files, or programs.
14. LIMITATIONS ON LIABILITIES
a) Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
b) Neither party's liability under this agreement will exceed the fees paid under this agreement during the 12 months preceding the date upon which the related claim arose.
15. TERMINATION
a) Customer may terminate this agreement for any reason by canceling the current subscription term by visiting the Customer’s account Billing page or by 30 days written notice.
b) Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
(i) the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
(ii) the failure, inaccuracy, or breach continues for a period of 30 days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
c) Viewcastle may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12 month period.
d) Customer shall immediately pay to Viewcastle all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
e) Customer shall cease all use of the Service upon the effective date of the termination.
f) Customer will have 120 days from the date of termination to retrieve any of the data that Customer wishes to keep.
16. ENTIRE AGREEMENT
The Parties hereto agree that this Agreement shall not become effective until accepted by both Parties and when accepted, shall supersede and replace all previous SaaS Agreements, whether oral or written, between the parties.
17. GOVERNING LAWS
This Agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio, the courts of which state shall have exclusive jurisdiction over the parties as in respect to any dispute arising hereunder.