Terms of Use

PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY CROWDCAST, INC. (“CROWDCAST”).  THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE CROWDCAST SERVICE OWNED AND OPERATED BY CROWDCAST, INCLUDING, WITHOUT LIMITATION, ANY OTHER FEATURES, CONTENT, WEBSITES OR APPLICATIONS OFFERED FROM TIME TO TIME BY CROWDCAST IN CONNECTION THEREWITH (COLLECTIVELY “SERVICE(S)”).  BY USING THE SERVICE IN ANY MANNER, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

Privacy

It is also very important that you read and fully understand Crowdcast’s current privacy policy located at http://crowdcast.com/privacy (the “Privacy Policy”) regarding how we use and disclose your personal information.    Our Privacy Policy is incorporated into these Terms of Use by this reference.  For inquiries in regard to the Privacy Policy, or to make us aware of a privacy related concern, please contact legal@crowdcast.com.

Description of the Crowdcast Service

As part of the Service, Crowdcast provides users with the ability to participate in prediction markets, which allow users to make predictions and take surveys regarding the timing or occurrence of certain events or conditions by risking fictitious currency on the outcomes.  In connection with your use of the Service, the following important conditions apply:

  • With respect to users, the Service is intended for entertainment purposes only and any actual betting, wagering or gambling based on the information provided through the Service is strictly prohibited.
  • As a condition of your participation, you acknowledge, understand and agree that (i) all fictitious currency interests you are provided in connection with the Service have no actual monetary value or corresponding dollar amount, and (ii) any accumulation of fictitious currency relates solely to a user’s Crowdcast account and users are not entitled to receive any real currency in any respect.
  • Certain contests conducted in connection with the Services may offer actual prizes — you must read all applicable contest rules carefully for the specific terms and conditions that apply.
  • If you are a user invited to participate by your employer, you may have access to highly sensitive, confidential information and trade secrets of your employer.  Please be advised that this Agreement is not intended to supersede or in any way limit your existing confidentiality and other obligations and duties to your employer or other third parties (“Existing Obligations”).  As a condition to your use of the Service, you agree that you will fully comply with all of your Existing Obligations.
  • Without limiting any other obligation herein, you agree to comply with all applicable federal and state securities laws regarding the purchase or sale of securities by any person who has received nonpublic information and the communication of such information to any other person.

Acceptance of Terms

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the “Terms of Use”) and all other operating rules, policies and procedures that may be published from time to time in connection with the Services by Crowdcast.  In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Crowdcast from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

The Service is available only to individuals who are at least 18 years old.  You represent and warrant that if you are an individual, you are at least 18 years old that all registration information you submit is accurate and truthful; and that your use of the Service does not violate any applicable law, regulation contractual obligation or corporate policy.  Crowdcast may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.  This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use.  The Service (including, without limitation, any Content, or User Submissions as defined below)) is provided only for your own personal, non-commercial use.  You are responsible for all of your activity in connection with the Service.  For purposes of the Terms of Use, the term “Content” includes, without limitation, any videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Crowdcast or its partners on or through the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:

  • would constitute a violation of any applicable federal, state or local law, rule or regulation;
  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
  • is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
  • involves commercial activities and/or sales without Crowdcast’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Crowdcast or any third party; or
  • impersonates any person or entity, including any employee or representative of Crowdcast.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Crowdcast in its sole discretion) an unreasonable or disproportionately large load on Crowdcast’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Crowdcast may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); or (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Service.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Crowdcast reserves the right to remove any Content from the Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Crowdcast is concerned that you may have violated the Terms of Use), or for no reason at all.

Third Party Software

Certain elements of the Service may incorporate third party software or content which is covered under one or more open source licenses (“Third Party Software”).  To the extent that Crowdcast provides you with any Third Party Software and there is a conflict between these Terms of Use and the applicable third party open source license, the terms and conditions of the applicable third party open source license shall govern your use of such Third Party Software.

Registration

As a condition to using certain aspects of the Service, you will be required to register with Crowdcast and select a password and screen name (“User Screen Name”). You shall provide Crowdcast with accurate, complete, and updated registration information.  Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Crowdcast account.  You shall not (i) select or use as a User Screen Name a name of another person with the intent to impersonate that person; (ii) use as a User Screen Name a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User Screen Name a name that is otherwise offensive, vulgar or obscene. Crowdcast reserves the right to refuse registration of, or cancel a User Screen Name in its sole discretion.  Please remember that if you want to keep your identity anonymous in a context where your User Screen Name is viewable or shared, you must make sure your User Screen Name is unrelated to your actual name.  You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Crowdcast password.  You shall never use another user’s account without such other user’s express permission.  You will immediately notify Crowdcast in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Fees and Payment

Crowdcast (or in some cases its applicable client) reserves the right to require payment of fees for certain features of the Service. Should you elect to subscribe to such features, you shall pay all applicable fees in connection with such features. We reserve the right to change our fees and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by email or posted on the Service. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges. 

Third Party Sites

The Service may permit you to link to other websites or resources on the Internet.  When you access third party websites, you do so at your own risk.  These other websites are not under Crowdcast’s control, and you acknowledge that Crowdcast is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources.  The inclusion of any such link does not imply endorsement by Crowdcast or any association with its operators.  You further acknowledge and agree that Crowdcast shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Crowdcast Content; User Submissions

You agree that the Service contains Content specifically provided by Crowdcast, its users or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws.  You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service.  You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right.

Users of Crowdcast are permitted to post comments, replies and other submissions in connection with the Services (“User Submissions”).  Crowdcast does not endorse and has no control over any User Submission.  Crowdcast cannot guarantee the authenticity of any data which users may provide about themselves.  You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Crowdcast has the right, but not the obligation, to monitor the Service, Content, or User Submissions.  Crowdcast may remove any User Submission at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Submission), or for no reason at all.  You hereby grant Crowdcast a nonexclusive, royalty-free, perpetual, irrevocable, transferable, and fully sublicensable, license to use User Submissions for any purpose.

Termination

Crowdcast may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.  If you wish to terminate your account, you may do so by following the instructions on the Service.  Any fees paid hereunder are non-refundable.  All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Modification of Terms of Use

Crowdcast reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature or content) at any time by posting a notice on the Service or by sending you an email.  Crowdcast may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.  It is your responsibility to check the Terms of Use periodically for changes.  Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Copyright

Crowdcast has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.copyright.gov/legislation/dmca.pdf).  The address of Crowdcast’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.

It is Crowdcast’s policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

Procedure for Reporting Copyright Infringements:

If you believe that material or content residing on or accessible through the Crowdcast Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:  1.  A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed; 2.  Identification of works or materials being infringed; 3.  Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Crowdcast is capable of finding and verifying its existence;  4.  Contact information about the notifier including address, telephone number and, if available, e-mail address;  5.  A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and 6.  A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Please contact Crowdcast’s Designated Agent to Receive Notification of Claimed Infringement at the following address:

Designated Agent for Copyright Matters

Crowdcast, Inc.

221 Kearny Street,

San Francisco, CA 94108

Phone: 888.800.3862

Fax: 650.701.0186

E-mail to: info@crowdcast.com

Disclaimer

The Content provided by or through the Service is for entertainment purposes only, and should not be relied upon.  Crowdcast makes no representations or warranties concerning the appropriateness, accuracy, reliability, usefulness, completeness, or timeliness of such Content.  By using the Service, you agree that Crowdcast shall not be responsible for (1) any Content, (2) any person’s reliance on any such Content, whether or not correct, current and complete, or (3) the consequences of any action that you or any other person takes or fails to take based on any Content or otherwise as a result of your use of the Service.

THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  CROWDCAST, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.  YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18USC 2701-2711): CROWDCAST MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SERVICE. Crowdcast will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Crowdcast’s equipment, transmitted over networks accessed by the Service, or otherwise connected with your use of the Service.

Indemnification

You shall  defend, indemnify, and hold harmless Crowdcast, its affiliates and each of its, and its affiliates  employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Service, Content or otherwise from your User Submissions, (ii) your violation of the Terms of Use or any applicable law, contract, policy, regulation or other obligation (including your Existing Obligations), or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity.  Crowdcast reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Crowdcast in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL CROWDCAST, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00).  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  You and Crowdcast agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America.  Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration (or permissible court action described below) shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith.  Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.  Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.  For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

Integration and Severability

The Terms of Use are the entire agreement between you and Crowdcast with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Crowdcast with respect to the Service.  If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable.  The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Crowdcast shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Crowdcast’s reasonable control.  The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Crowdcast’s prior written consent.  Crowdcast may assign, transfer or delegate any of its rights and obligations hereunder without consent.  No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect.  All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Effective Date: June 25, 2010