Tightrope Media Systems, Inc.
CABLECAST REFLECT TERMS OF USE
These Terms of Use (the “Terms”) govern the use of the Cablecast Reflect and CableCast Reflect+ video streaming services (the “Service”). The Service enables cable TV stations and other cable broadcasters to stream video from the cloud rather than their own network infrastructure, thereby increasing reliability and providing for a virtually unlimited number of viewers. The Service is owned, developed, operated, and maintained by Tightrope Media Systems, Inc., a Minnesota corporation with its principal office in Minneapolis, Minnesota, U.S.A. (“Tightrope”) and its licensors.
Capitalized terms that are defined in these Terms, such as “Software” or “Customer,” have the specific definitions given to them whenever they are used in these Terms.
By accessing and using the Software, and accepting these Terms, you agree to be legally bound by all terms and conditions of the Additional Agreements. The Additional Agreements are incorporated into and made part of these Terms by reference. Customers are responsible for assuring that their authorized users abide by these Terms and the Additional Agreements.
PLEASE READ THESE TERMS CAREFULLY. UPON ACCEPTANCE, THESE TERMS CREATE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND TIGHTROPE REGARDING YOUR USE OF THE SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE.
Tightrope provides subscription licenses to the Service directly to its customers and indirectly through its authorized resellers (a “Reseller”). These Terms govern all direct and indirect subscription licenses. Tightrope also provides support and maintenance for the Service terms under these Terms.
If Customer obtains its license from a Reseller, then the subscription, pricing, payment, and taxes terms agreed upon with such Reseller shall take precedence over these Terms.
1. Cablecast Reflect Subscriptions
Tightrope provides the Service to its customers (“Customers”) and their authorized users (“Users”) for a subscription term. Subscriptions are subject to renewal and cancellation as provided by these Terms. References to “Customer” or “Customers” in these Terms shall include Users as required by the context.
Customer is required to affirmatively accept these Terms and the Additional Agreements upon the initial account registration. All Users must also accept these Terms as a condition of their access to and use of the Service.
These Terms will continue in force and effect for the full term of Customer’s Service subscription. Tightrope reserves the right to change these Terms at any time in its sole business discretion. Tightrope will make reasonable efforts to notify Customers of changes to the Terms via the Software interface or other electronic means. The revised Terms will become effective when posted to the Software interface or, if we provide you a click-through or other means of accepting the Terms, upon your acceptance. By continuing to use the Service after the revised Terms become effective, you agree to be bound by the Terms and the additional agreements in all respects.
Cablecast VOD and / or Cablecast Live Streaming software installed by Tightrope in an appropriate video server is required to register for and use the Service. The Service does not replace or eliminate the need for the Customer’s video servers.
2. Customer Accounts
All Customers must have an account to use the Service (a “Customer Account”). Customers establish a Customer Account by completing the online registration process. In some instances, Tightrope may set up a Customer Account for the Customer. Customers are responsible for assuring that their Users abide by these Terms.
Customers must have a Cablecast Live or Cablecast VOD video server to use the Service. Subscriptions to the service also include a subscription to the Cablecast OTT and Mobile Streaming apps available from the iOS, Android, Roku, Amazon Fire and Apple TV app stores.
All Users must have an individual user account to access and use the Service. Each User must have a username, password, and such other login or account credentials as Tightrope may reasonably require to maintain and operate the Service (the “User Information”). The login and account credentials will include personal information. We may use a User’s personal information to send announcements, administrative messages, and other information related to the use of the Service. Users may be able to opt out of some of these communications.
Your username and password are provided solely for your access and use of the Service. You are solely responsible for keeping your User Information safe, secure, and available. You are solely responsible for all use of the Service and activities that occur through your account.
You understand that if you are using the Service as part of an employer-paid or sponsored agreement with Tightrope, that details of your use of the Service may be accessed by or otherwise available to your employer or sponsor.
3. Fees and Payment Terms
(a) Subscription Fees
At the start of the Cablecast Reflect Service subscription term, Customer will be a charged fee for the subscription plan chosen during the account registration process. Fees vary according to the subscription term, the number of concurrent channels that the Customer is authorized to use, and other options. A “channel” is a linear channel that is broadcast or streamed.
Annual subscription fees are due at the start of the annual term. All invoices to Customers are payable upon receipt. Annual subscriptions may be paid by credit card, an ACH payment, or other payment form acceptable to Tightrope. All payments shall be made in U.S. Dollars. Customers shall provide Tightrope with that credit card, debit card, or other payment information as required by Tightrope (the “Payment Information”) to receive all fees and taxes due from you. You hereby authorize Tightrope to use your Payment Information to collect fees from you in the amounts provided by your subscription plan.
(b) Changes; Taxes
Any fee changes occurring prior to the expiration of a subscription term will be effective upon renewal of the subscription. Otherwise, Tightrope may change its fees at any time, effective immediately upon posting to the Website.
Any sales, use, value-added, excise, or other taxes that Tightrope is required to collect from Customer pursuant to applicable law will be in addition to all fees charged for the Service.
(c) Excess Use
The subscription fees charged by Tightrope are based on the reasonable and ordinary costs of hosting, maintaining, and operating the Service for the reasonable and ordinary business use of a PEG access channel, including storage and bandwidth costs. In the event of excessive use, Tightrope reserves the right to implement limits on storage and bandwidth. Excessive use will be determined by Tightrope in its reasonable business discretion based on its average usage metrics.
(d) Failure to Pay
If a Customer obtaining a subscription directly from Tightrope fails to make any payment when due, then:
(i) Tightrope may charge Customer interest on the past due amount at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is lower;
(ii) Customer shall reimburse Tightrope for all reasonable costs incurred in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; and
(iii) Tightrope may suspend or terminate Customer’s access to and use of the Service upon 10 or more days’ notice to Customer.
If Customer obtains a subscription from a Reseller, the payment and remedy terms agreed upon with such Reseller shall control in the event Customer fails to make payment when due.
4. Term and Termination
These Terms shall remain in force and effect for the Customer’s full subscription term. Tightrope will issue invoices upon commencement of the subscription term.
Tightrope may terminate the Customer’s subscription if the Customer is in material breach of these Terms and has not cured the breach within 10 days of Tightrope’s notice of the breach.
Tightrope has an unrestricted right to immediately suspend Customer access to the Service without prior notice to Customer if Tightrope has reasonable grounds for believing
(a) Customer or a User has violated the usage restrictions stated in these Terms;
(b) Customer's or any other User's use of the Service disrupts or poses a security risk to the Service or to any other customer or vendor of Tightrope;
(c) Customer or any User is using the Service for fraudulent or illegal activities;
(d) Subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
(e) Customer or any User’s use of the Service is prohibited by applicable law.
Tightrope will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any User may incur as a result the suspension of the Service. Tightrope will make reasonable efforts to notify Customer promptly after suspending Customer’s use of the Service pursuant to these Terms.
Customer’s right to access and use the Service will cease upon termination of Customer’s subscription for any reason. Upon early termination, Customer will not be relieved from the obligation to pay all fees which are due through the termination date.
The provisions of these Terms that are intended by their nature to survive the termination of a Customer’s subscription shall survive such termination and remain in force and effect.
5. Usage Rights
Tightrope grants Customer the right to access and use the Service functionality for the term of the Customer’s subscription. Base or standard subscriptions for the Service allow up to three (3) PEG channels. The number of channels may be increased during the subscription term subject to the payment of additional fees.
The Service is not intended for use by anyone under age 18. All Users represent and warrant to Tightrope as a condition of using the Software that they are age 18 or older. Users may not use the Service if they are barred from doing so under the laws of the United States or other country, including the country from which the User uses the Service.
Tightrope is not responsible for any data or content you use with the Service. Customers are responsible for ensuring that their use of the Service does not violate any privacy laws or regulations, including the General Data Protection Regulation (“GDPR”) or the terms of service, license, or other terms and conditions of any third-parties or sources of data. Customers agree not to (a) violate the privacy rights of any individual by obtaining, selling, or accessing personal data as defined by Article 4, GDPR, (b) violate the privacy policy of any third-party software or services; or (b) infringe the intellectual property and other proprietary rights of any third-party software or services.
6. Restrictions on Use
The following restrictions on use enable Tightrope to maintain control of the Service and make it consistently available to all Customers.
Customer may not attempt to access or use the Service in any way other than through the standard interface. Customer may not attempt to rent, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service available to any third party.
Customer may not attempt to copy or create derivative works based on the Software, either on its own or through any third party. Customers may not attempt to produce a source listing, decompile, disassemble, or otherwise reverse engineer the Software.
Tightrope reserves the right to terminate a Customer’s access to and use of the Service immediately and without prior notice if the Customer violates the foregoing restrictions on use or otherwise violate these Terms.
7. Service Availability, Support, and Maintenance
Tightrope will use reasonable commercial efforts to make the Service available for access and use with minimal downtime 24 hours a day, 7 days a week. The Service will be considered “unavailable” if any of the core or principal functionality are not available to a User for their normal intended use.
Tightrope provides full support for the Service, including assistance with general usage and functionality issues, and error reporting and fixes. Tightrope offers free support for the life of the product and support is generally available Monday through Friday, excluding U.S. Federal Holidays and Tightrope’s own company holidays. Tightrope will make reasonable efforts to notify Users of Tightrope Company holidays at least 30 days in advance. Extended support hours are available with the purchase of Platinum Assurance.
All Customers and Users have access to the Cablecast Knowledge Base, product manuals, video tutorials, user forum and technical guides at no additional charge via the Cablecast Support Center at https://www.cablecast.tv.
Tightrope will maintain and upgrade the functionality of the Service as Tightrope determines in its sole business discretion. Tightrope may add or remove functionality or features, and may suspend or stop some functionality. If functionality is to be discontinued, Tightrope will give Customers reasonable advance notice when possible.
Tightrope will bear all cost of hosting, maintaining, and operating the Service, including Internet bandwidth, server computers, and network equipment. In addition to all fees payable pursuant to Customer’s subscription, Customer will be responsible for all equipment, network, and other costs necessary for Customer to access and use the Service via the Internet.
8. Customer Content
The Service enables Customers to transmit, process, post, and display information, data, and other content (the “Customer Content”) via the Internet or the Cablecast OTT and Mobile Streaming Apps. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Customer Content. Customer hereby grants Tightrope a non-exclusive, royalty-free, worldwide license to transmit, process, post, and otherwise use and display the Customer Content and perform all acts with respect to the Customer Content as may be necessary to provide the Service to Customer.
Tightrope shall make reasonable commercial efforts to secure, protect, and maintain the integrity of the Customer Content. Customer and Users are responsible for maintaining the confidentiality of all usernames and passwords required to access and use the Service. If the confidentiality of such information is compromised, Customer shall promptly notify Tightrope.
9. Customer Content Standards
All Customer Content shall comply with the following standards, and with all applicable federal, state, local, and international laws and regulations. Each Customer represents, warrants, and agrees as follows:
(a) Customer owns or has secured all intellectual property rights necessary for Customer’s use of the Customer Content with the Service as intended by Customer;
(b) Customer’s use of Customer Content with the Service, and the Customer Content itself, does not and will not infringe any patent, trademark, trade secret, copyright, other intellectual property rights, or other legal rights of any other person;
(c) The Customer Content does not and will not contain any content or material that is unlawful, threatening, harassing, profane, obscene, indecent, abusive, tortuous, defamatory, libelous, deceptive, fraudulent, or that violates a person’s privacy, or publicity rights;
(d) The Customer Content does not and will not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(e) The Customer Content will not promote or assist in any illegal or unlawful acts; and
(f) The Customer Content does not and will not contain a software virus or other harmful component.
10. Statistical Data
Tightrope may monitor Customer’s use of the Service to collect and process anonymous, statistical, and performance information related to the Service in aggregate form (“Statistical Data”). Tightrope will have an unrestricted right to store, analyze, evaluate, and use the Statistical Data for its own internal business purposes, including improving the features, performance, and functionality of the Service. Tightrope warrants and agrees that the Statistical Data shall not include any information which identifies or can be attributed to a Customer, or any personally identifiable information. Tightrope’s collection and processing of personal data will be in compliance with the Cablecast Privacy Policy.
11. Intellectual Property Rights
Tightrope retains all ownership and intellectual property rights to the Service. Customer shall only have the access and usage rights to the Service as expressly provided by these Terms. Tightrope may use any technology, ideas, concepts, know-how, methods, and techniques related to the Service that Tightrope learns from Customers or Users unless Tightrope specifically agrees otherwise. Nothing in these Terms shall be construed to prevent Tightrope from developing, marketing, selling, or licensing products or services that may include the same or similar functionality to the Service.
Customers do not have any intellectual property rights in any content displayed by the Service or stored in it other than the Customer’s own Customer Content.
12. Feedback and Submissions
If Customer submits comments, ideas, or feedback to Tightrope regarding the Service or anything related to its functionality or use, Tightrope may use them without any restriction or compensation to Customer. Tightrope does not waive any rights to use similar or related ideas or feedback previously known to Tightrope, developed by Tightrope, or obtained from sources other than Customers.
13. Trademarks and Publicity
The terms Tightrope, Cablecast Reflect, and Cablecast are trademarks of Tightrope. Customer may not use these trademarks without the prior written permission of Tightrope. All other names, logos, product and service names, designs and slogans used on or appearing on the Service are the trademarks of their respective owners.
Tightrope and Customer shall obtain each other’s consent before (a) issuing a formal press release announcing any business relationship, or (b) publicizing the business relationship on Tightrope’s or Customer’s corporate website or in any other manner.
14. Copyright Infringement Issues
If any Customer or a third party is a copyright owner and believe their copyrighted material has been used on or displayed by the Service in a manner that constitutes copyright infringement, the violation should be reported to Tightrope by sending written and email notices to the attention of the Tightrope Copyright Officer using the addresses provided at the end of these Terms.
The following information should be included in the notice to Tightrope: (a) a detailed description of the allegedly infringed copyrighted material, (b) a description of the location of such material on the Service, (c) the complaining party’s contact information, including address, telephone number, and email address, if any, (d) a statement that the complaining party has a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law, (e) a statement, made under penalty of perjury, affirming that the information in the notice is accurate and that the complaining party is authorized to act on the copyright owner's behalf, and (f) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert copyright infringement and to submit the statement.
15. Indemnification
Tightrope shall indemnify, defend, and hold harmless Customer, its officers, directors, employees, agents, successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs (collectively, “Losses”) incurred by a Customer Indemnitee arising out of or relating to any claim, legal action, demand, arbitration, audit, litigation, citation, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) brought by a third party (other than an affiliate of the Customer Indemnitee) alleging that Customer’s use of the Service pursuant to these Terms infringes the copyright, U.S. Patent, trade secret, or trademark rights of such third party.
Tightrope’s indemnification obligations under this section do not apply to any Action or Losses arising out of or relating to: (a) any modification of the Service made by Customer or anyone other than Tightrope, or made without Tightrope’s express written approval; (b) any misuse, abuse, or misapplication of the Service by or on behalf of Customer, a User, or a third party; and (c) any violation of privacy laws or regulations by Customer or any unauthorized access to or use of a third-party’s personal information under the control of Customer.
Customer shall indemnify, defend, and hold harmless Tightrope, its officers, directors, employees, agents, successors, and permitted assigns (each, an “Tightrope Indemnitee”) from and against any and all Losses incurred by an Tightrope Indemnitee in connection with any Action brought by a third party (other than an affiliate of a Tightrope Indemnitee) based on any allegation of or relating to: (a) any technology, products, network or computer equipment, systems or procedures, or services used by Customer other than the Service; (b) Tightrope’s use of the Customer Content pursuant to these Terms; (c) any facts that, if true, would constitute a breach by Customer of any of Customer’s representations and warranties in these Terms; negligence or willful misconduct by Customer, any User, or any third party on behalf of Customer or any User in connection with the use of the Service pursuant to these Terms.
The parties shall indemnify each other pursuant to this section provided that: (a) the indemnitee notifies the indemnifying party promptly in writing of the Action; (b) the indemnifying party has control of the defense and all related settlement negotiations with respect to the Action, provided that, (i) the indemnitee has the right to participate in the defense of any such Action through counsel of its own choosing, and that (ii) all settlements made by the indemnifying party include a full release of all claims against and obligations of the indemnitee related to the Action; and (c) the indemnitee cooperates fully to the extent necessary, and executes all documents necessary for the defense of any such Action.
THIS SECTION STATES CUSTOMER’S SOLE REMEDIES AND TIGHTROPE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE OR ANY SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
16. Warranties and Disclaimers
A Customer’s acceptance of these Terms creates a legally binding contract governing the Customer’s access to and use of the Service. Customer warrants that Customer’s use of the Service will comply with all of its obligations to third parties and all applicable laws, rules, and regulations of all federal and state legal jurisdictions and governmental agencies.
USE OF THE SERVICE IS AT CUSTOMER’S OWN RISK. TIGHTROPE PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE.” TIGHTROPE DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION, SECURITY, RELIABILITY, ACCURACY, AVAILABILITY OR QUALITY OF THE SERVICE, INCLUDING ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
TIGHTROPE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR HARMFUL TECHNOLOGY OR MATERIAL THAT MAY INFECT OR CORRUPT THE CUSTOMER CONTENT, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO CUSTOMER AND USERS’ USE OF THE SERVICE.
The Service is not designed or intended for emergency notification or use in life-threatening situations requiring fail-safe performance, including without limitation, situations involving severe weather or natural disasters, terroristic threats or risks, potential mass shootings, riots or other public unrest, or any other situation in which the failure of the Service could lead to death, personal injury, or severe physical or property damage (collectively, “Emergency Situations”). TIGHTROPE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN EMERGENCY SITUATIONS.
17. Liability Limitations
TO THE FULLEST EXTENT ALLOWED BY LAW, TIGHTROPE AND ITS AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, ADVISORS, AND TECHNOLOGY CONTRACTORS WILL NOT BE LIABLE TO ANY CUSTOMER, USER, OR THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE SERVICE, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, IN EACH CASE WHETHER TIGHTROPE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR WHETHER THE DAMAGES OR LOSSES WERE FORESEEABLE.
THE AGGREGATE LIABILITY OF TIGHTROPE TO ANY CUSTOMER OR USER FOR CLAIMS RELATING TO THE USE OF THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL RIGHT OR REMEDY, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING BY CUSTOMER FOR THE MOST RECENT THREE (3) MONTHS OF THE CUSTOMER’S SUBSCRIPTION TERM.
18. General
Any notice permitted or required under these Terms shall be deemed given on the date of personal delivery or five (5) days after deposit in the United States mail, postage fully prepaid, return-receipt requested. Notices shall be addressed to Tightrope at its principal office address and to Customers at their street or email address of record with Tightrope. Personal delivery of a notice via a nationally-recognized courier will be valid upon delivery provided the courier obtains a signed receipt. Notice by email shall be valid provided the sender receives an acknowledgement of receipt by a return email or by another means providing a written record.
These Terms are governed by Minnesota law and applicable U.S. federal and international laws. All legal actions to enforce or interpret these terms shall be commenced exclusively in the state or federal courts located in Hennepin County, Minnesota. To the fullest extent allowed by law, Customers hereby consent to the exclusive jurisdiction and venue of the Minnesota courts.
Customers may not assign or otherwise transfer their rights under these Terms and Additional Agreements without Tightrope’s prior written consent, which consent may be withheld for any reason in Tightrope’s sole discretion. Tightrope may freely assign Tightrope’s rights and obligations under these Terms and Additional Agreements to any third party as Tightrope determines in its sole business discretion.
These Terms shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns.
Any waiver or failure by Tightrope to exercise its rights under these Terms and Additional Agreements will not create a continuing waiver of such rights. If any provision of these Terms and Additional Agreements is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision.
These Terms and the Additional Agreements state Tightrope’s entire agreement with Customer concerning the access to and use of the Service. Tightrope and Customer will be bound by the specific subscription plan and fee terms selected during the Service registration process, subject to such changes as the parties may agree upon during the subscription term.
Contact Information
Questions, comments or concerns about these Terms of Use and related matters may be sent to Tightrope at the following street or email address:
Tightrope Media Systems, Inc.
400 South 4th Street Suite 410
PMB 92452
Minneapolis, MN 55415-1419
legal@trms.com
Copyright © 2022. Tightrope Media Systems, Inc. All rights reserved.
Last revised: September 28, 2022.
