Terms of Use

CASTER TERMS OF USE

Worldwide


Effective as of January 1, 2018

  1. Contractual Relationship. The following terms of use (the “Agreement”) constitute a legally binding agreement between you (“you,” “your,” or the “Caster”) and Controlcast, Inc., a Delaware corporation with registered address at Business Filings Incorporated, 108 West 13th Street, Wilmington, DE 19801 (“us,” “we,” “our,” or the “Company”) (you and the Company may each be referred to as a “Party” and collectively as the “Parties”). Upon commencing to use any of the Company Services and/or App (as defined below) you agree to abide by and be bound by the terms and conditions of this Agreement.
  2. Key Terms. “Company Services” or “Services” shall mean the Company’s on-demand web and/or online application, software, or similar platform (the “App”) which allows casters, advertisers, and others, such as yourself, to upload and publish their digital content which includes, without limitation, commercials, advertisements, and other types of commercial content (hereafter the “Content”) onto the Company’s network of television displays. The Services include access to the Company’s App and any of the Company’s software, websites, payment services, and related support systems. The Services may be modified from time-to-time.
  3. Question Regarding Services. For any questions or concerns regarding the use of any of our Services or any terms and conditions set out herein, please contact our customer service portal as indicated on our App or website.
  4. Caster Accounts. In order to use our Services, you must register for and maintain an active Caster account (“Account”). You must be at least 18 years of age or the age of legal majority in your jurisdiction (if different than 18) in order to create and register an Account. In registering your Account the Company will ask you to submit one or more of the following types of information: information such as your name, address, email address, mobile phone number, age, and at least one valid method to make or receive payment which is supported by the Company. Furthermore, the Company may ask you, at any time, to supplement or provide any additional information the Company deems necessary in order to maintain your Account. At all times, you agree to maintain accurate, complete, and up-to-date information in your Account as well as maintain sufficient funds to satisfy your use of any of our Services. Your failure to maintain accurate, complete, and up-to-date Account information as well as sufficient funds may result in your inability to access or use the Services or App. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by the Company in writing, you may only possess one Account at a time.
  5. Content Broadcasting. You understand and acknowledge that our network of television displays are owned and maintained by third parties (hereafter the “Partners”) who have absolute discretion on whether to allow your Content to be published and broadcast onto their television displays. Therefore, nothing contained in this Agreement can be construed as providing you with any type of guarantee that your Content will be published and broadcast on our network of television displays.
  6. Content Guidelines. You may not upload, publish, distribute, or broadcast any Content that is inappropriate in any manner whatsoever. All Content must be suitable for viewing by a general audience including viewing by minors and children and may not contain any material that is discriminatory, offensive, violent, sexual, political, or illegal. Furthermore, Content may not containmalware, spyware or any other malicious code or knowingly breach or circumvent any of our security measures.
  7. Fees and Financial Terms. Based on the budget requirements you provide into your Account, the Company will deduct and charge your account based on (1) the number of views and replays you request and ultimately approved by our Partners; (2) the number and location of the television displays you request and that are approved by our Partners; and (3) the current market demand for any particular set of television displays or Partner premises you request and that are approved by our Partners. You may request a refund at any time for any funds on account with the Company provided that you have sufficient funds to cover any and all wire transfer fees and bank charges which you will be solely responsible for.
  8. License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Services (including the App). All rights not expressly granted to you are reserved by Company, its Affiliates, and their respective licensors. You further agree, by entering into this Agreement to grant the Company, a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such your Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Company’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
  9. Your Representations and Warranties. You hereby represent and warrant that: (1) any and all Content your upload, distribute, and broadcast through the Company’s Services and App is your sole intellectual property and that by entering into this Agreement you will not violate and/or infringe on the rights of any third parties; (2) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (3) you have not entered into, and during the term will not enter into, any agreement or contract that would prevent you from complying with this Agreement; and (4) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to upload, publish, distribute, and broadcast any Content onto our network of television displays.
  10. Taxes. You acknowledge and agree that you are required to (1) complete all tax registration obligations and calculate and remit all tax liabilities related to any payments made under this Agreement, and (2) provide the Company with all relevant tax information as may be requested by the Company. You further acknowledge and agree that you are responsible for your own taxes on your own income and expenses arising from utilizing any of the Services. Notwithstanding anything to the contrary in this Agreement, the Company may in its reasonable discretion and based on applicable tax and regulatory considerations, deduct and remit any taxes that you owe on your behalf and/or provide any relevant tax information you have provided pursuant to the foregoing requirements in this Section directly to the applicable government tax authorities on your behalf or otherwise.
  11. Disclaimer. The Services are provided “as is” and “as available.” The Company disclaims all representations and warranties, express, implied, or statutory, not expressly set out in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Services or that the Services will be uninterrupted or error-free. The Company does not guarantee the quality, suitability, safety, or ability of any Content or its network of television displays. You shall broadcast any and all Content at your sole risk. Furthermore, you agree that the entire risk arising out of your use of any of the Services remains solely with you to the maximum extent permitted under applicable law.
  12. Indemnity. You agree to indemnify and hold the Company and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (1) your use of the Services; (2) your breach or violation of any of the terms and conditions set out in this Agreement; or (3) your violation of the rights of any third party.
  13. Ownership. The Services and all rights therein are and shall remain the Company’s property or the property of the Company’s licensors. Nothing contained in this Agreement nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner the Company’s names, logos, product and service names, trademarks or services marks or those of the Company’s licensors.
  14. Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by the Company; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
  15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.
  16. Agreement to Arbitrate. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one (1) arbitrator appointed in accordance with said Rules. The Parties expressly agree, pursuant to Article 30(2)(b) of the Rules, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute.The place of arbitration shall be in Amman, Jordan. The language of the arbitration shall be in English. Each Party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of the arbitration. Except as may be required by law, or as may be required in an action to enforce, modify, or vacate the award, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties.
  17. Damages Limitation. The arbitrator shall not award, as stipulated in this Agreement, any indirect, incidental, consequential, special, exemplary, punitive, or multiple damages in any arbitration initiated under this Section. Any award in an arbitration initiated under this Section shall be limited to monetary damages only, including any liquidated damages the Parties may have agreed to in this Agreement and shall include no injunction or direction to any Party other than the direction to pay a monetary amount.
  18. Notice. All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing, in the English language, and shall be faxed or e-mailed to the addresses provided by the Parties in writing from time to time. Any notice sent in accordance with this Section shall be effective upon transmission. Such notice may be non-judicial and may be issued by any Party.
  19. Assignment. You may not assign or delegate any of your rights and obligations under this Agreement without the express written consent of the Company. Any attempted assignment in derogation of this Section shall be null and void.
  20. Severability. If any provision of this Agreement is held by a court of competent jurisdiction or arbitration tribunal to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitration tribunal.

PARTNER TERMS OF USE

Worldwide


Effective as of January 1, 2018

  1. Contractual Relationship. The following terms of use (the “Agreement”) constitutes a legally binding agreement between you (“you,” “your,” or the “Partner”) and Controlcast, Inc., a Delaware corporation with registered address at at Business Filings Incorporated, 108 West 13th Street, Wilmington, DE 19801 (“us,” “we,” “our,” or the “Company”) (you and the Company may each be referred to as a “Party” and collectively as the “Parties”). Upon commencing to use any of the Company Services and/or App (as defined below) you agree to abide by and be bound by the terms and conditions of this Agreement.
  2. Key Terms. “Company Services” or “Services” shall mean the Company’s on-demand lead generation and related services that enable partners such as yourself to seek, receive, and fulfill on-demand requests for various advertising and content broadcast requests from Company’s Users. The Services include access to the Company’s App and any of the Company’s software, websites, payment services, and related support systems. The Services may be modified from time-to-time. “App” means the mobile application provided by the Company to you to enable you to fulfill one or more of the Services. “User” means the various companies and individuals, authorized by the Company to use Company’s App for the purpose of creating and distributing advertising and other types of content broadcast leads to Company’s partners for fulfillment. “Content” means the various advertising content that our Users upload onto our Services for broadcast onto your network of TVDs (as defined below).
  3. Question Regarding Services. For any questions or concerns regarding the use of any of our Services or any terms and conditions set out herein, please contact our customer service portal as indicated on our App or website.
  4. Use of Services. By entering into this Agreement, you will allow our Users to broadcast their Content onto your network of TVDs (as defined below) in exchange for receiving a share of the revenue as described below.
  5. Registering as a Partner – Requirements. In order to register as a partner with the Company and open a partner Account (as defined below), you must comply with the following requirements: (1) you must be the owner, manager, or operator of a retail location with a reasonable amount of foot and/or retail traffic (the “premises”); (2) you must also have, one or more wide-screen, wifi-enabled, Smart television displays, or similar wide screen displays located in your premises that are in good working condition (“TVD(s)”); and (3) and you must be responsible for obtaining and paying for any and all data network access fees or charges necessary to use the Services (each a “requirement” and collectively the “requirements”). The Company may require that you verify any of the requirements listed above prior to allowing you to register an Account. Should the Company, at any point in time during the term of this Agreement, discover or learn that you do not satisfy one or more of these requirements the Company may, in its sole and absolute discretion, terminate this Agreement without notice.
  6. Partner Accounts. In order to use most aspects of our Services, you must register for and maintain an active partner account (“Account”). You must be at least 18 years of age or the age of legal majority in your jurisdiction (if different than 18) in order to create and register an Account. In registering your Account the Company will ask you to submit one or more of the following types of information: (1) Personal Information: information such as your name, address, email address, mobile phone number, age, and at least one valid method to receive payment which is supported by the Company; (2) Information on Retail Premises: information and details regarding your retail location and premises such as the location of your premises, its size, the number of visitors or customers you receive on a typical day, your regular working hours, the days or times you experience high foot or retail traffic, the type of retail goods or services you offer, and if you are located in a mall or shopping center then you may be asked to provide details regarding the mall or shopping center you are located in; and (3) Information on TVDs: information such as the number, size, location, and other technical specifications of your TVDs. The Company may ask you, at any time, to supplement or provide any additional information the Company deems necessary in order to maintain your Account. At all times, you agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access or use the Services or App. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by the Company in writing, you may only possess one Account at a time.
  7. Content Broadcasting; TVD(s) Maintenance; Hours of Operation; and Company Equipment. You agree, throughout the term of this Agreement to (1) maintain your TVDs in good working condition at your sole cost and expense; (2) to keep your TVDs on and functioning only during your regular business hours as determined in your Account settings; and (3) to review and approve Content to be broadcast onto your network of TVDs on a regular and consistent basis during your normal business hours. The Company reserves the right to impose a penalty or fine and/or close your Account or deactivate any TVD at any time if you fail to comply with any of the above terms. The Company may, in its sole and absolute discretion, provide the Partner with an android transmittal box or similar device under this Agreement (the “Equipment”). The Company shall deduct the cost of any Equipment given to the Partner from the fees payable to the Partner pursuant to this Agreement.
  8. Fees and Financial Terms. In exchange for allowing our Users to broadcast their Content onto your network of TVDs you will receive a percentage of the revenue generated by the Company from each User for your particular network of TVDs. Each User will upload their content using the App and will make certain financial and broadcast commitments including but not limited to: (1) selecting the TVDs they wish their Content to be broadcast on; (2) setting minimum or maximum replays per day on the TVDs selected; and (3) setting the minimum or maximum amount they wish to pay for each replay on the TVDs selected. The Company will pay you 50% of the net revenue, after taking into account any hosting and other broadcasting related fees, generated for each of your TVDs as listed in your Account. All payments will be made to you in United States Dollars. All payments to you will be paid in arrears and either (1) within 5 calendar days from the close of each month or (2) within 5 calendar days from the time the total amount due and payable to you exceeds $250, whichever occurs later. The Company may only render payments to you electronically and in accordance with the payment instructions you provide in your Account. You will be responsible for any and bank and finance charges associated with any payments made by the Company to you.
  9. License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Services (including the App). All rights not expressly granted to you are reserved by Company, its Affiliates, and their respective licensors.
  10. Your Representations and Warranties. You hereby represent and warrant that: (1) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (2) you have not entered into, and during the term will not enter into, any agreement or contract that would prevent you from complying with this Agreement; and (3) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to accept, distribute, and/or broadcast any Content onto your network of TVDs.
  11. Taxes. You acknowledge and agree that you are required to (1) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Services as required by applicable law, and (2) provide the Company with all relevant tax information as may be requested by the Company. You further acknowledge and agree that you are responsible for your own taxes on your own income arising from the performance of any Services. Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of any Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section directly to the applicable government tax authorities on your behalf or otherwise.
  12. Disclaimer. The Services and any Content is provided “as is” and “as available.” The Company disclaims all representations and warranties, express, implied, or statutory, not expressly set out in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Services or Content or that the Services will be uninterrupted or error-free. The Company does not guarantee the quality, suitability, safety, or ability of any Content. You shall broadcast any and all Content onto your network of TVDs at your sole risk. Furthermore, you agree that the entire risk arising out of your use of any of the Services remains solely with you to the maximum extent permitted under applicable law.
  13. Indemnity. You agree to indemnify and hold the Company and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (1) your use of the Services; (2) your breach or violation of any of the terms and conditions set out in this Agreement; or (3) your violation of the rights of any third party.
  14. Ownership. The Services and all rights therein are and shall remain the Company’s property or the property of the Company’s licensors. Nothing contained in this Agreement nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner the Company’s names, logos, product and service names, trademarks or services marks or those of the Company’s licensors.
  15. Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by the Company; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
  16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.
  17. Agreement to Arbitrate. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one (1) arbitrator appointed in accordance with said Rules. The Parties expressly agree, pursuant to Article 30(2)(b) of the Rules, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute.The place of arbitration shall be in Amman, Jordan. The language of the arbitration shall be in English. Each Party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of the arbitration. Except as may be required by law, or as may be required in an action to enforce, modify, or vacate the award, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties.
  18. Damages Limitation. The arbitrator shall not award, as stipulated in this Agreement, any indirect, incidental, consequential, special, exemplary, punitive, or multiple damages in any arbitration initiated under this Section. Any award in an arbitration initiated under this Section shall be limited to monetary damages only, including any liquidated damages the Parties may have agreed to in this Agreement and shall include no injunction or direction to any Party other than the direction to pay a monetary amount.
  19. Notice. All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing, in the English language, and shall be faxed or e-mailed to the addresses provided by the Parties in writing from time to time. Any notice sent in accordance with this Section shall be effective upon transmission. Such notice may be non-judicial and may be issued by any Party.
  20. Assignment. You may not assign or delegate any of your rights and obligations under this Agreement without the express written consent of the Company. Any attempted assignment in derogation of this Section shall be null and void.
  21. Severability. If any provision of this Agreement is held by a court of competent jurisdiction or arbitration tribunal to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitration tribunal.