In this General User Agreement (the "Agreement") the following definitions shall apply:
Welcome to "WorkCast".
These Products and Services are owned and managed by The WorkCast Corporation Ltd, and from time to time its subsidiary corporations, its successors and its assigns (collectively referred to as "WorkCast"). WorkCast provides a network of internet-based products, services and functionality enabling Users and Event Hosts to record, upload, manage, distribute and transmit live and recorded content through the WorkCast Product functionality, and for Attendees and Users to view that content by subscribing to the Product(s) or Event(s). Users of WorkCast products and Services are required to first set up an account by completing the registration process and to accept the terms and conditions of this Agreement through signature of a service agreement.
In this Agreement: "Service(s)" means:
In this Agreement: "Product(s)" means
WorkCast reserves the right to modify the terms of this Agreement at any time by placing the revised terms on this website and in the case of material changes you will be notified by email. Your continued use of the Services following the posting of the revised terms on this website, or the passage of fifteen (15) business days from the time of such posting shall be deemed to constitute Your acceptance of such modification.
Unless stated otherwise any new Services introduced from time to time shall be subject to this Agreement. Further, WorkCast may specify different registration procedures and separate terms and conditions attaching to certain of its Services.
You may not set up a Webcast Manager account if You are under the age of 18 or if You have been banned suspended or had an account removed from the network by WorkCast for any reason. You may not have more than one account without accepting the terms and conditions for each account and paying the relevant fees. You may not sell or otherwise transfer your account to another party. If you are not eligible, you may not use Webcast Manager.
The fees and payment terms, if any, applicable to as part of the account set up process for Webcast Manager and related services and as defined in the Service Agreement. You agree to pay the fees, if any, in accordance with the terms, in connection with the Services or Products you select. If fees are due to be paid for Your use of the Products or Services, unless specified otherwise in the payment terms, WorkCast shall issue invoices to You at the address You provided on registration or in the Service Agreement setting out such fees and any applicable taxes (a) quarterly in advance in respect of fixed monthly fees; and (b) monthly in advance in respect of one time or variable fees. You agree to pay the full amount of all invoices issued by WorkCast to You within fifteen (15) business days after the date of each invoice. Unless specified otherwise in the payment terms, all payments are to be made by cheque or electronic transfer according to the bank details contained in the invoice. If You fail to pay fees invoiced by WorkCast within fifteen (15) business days following the payment due date, then in addition to any other rights WorkCast may have, WorkCast shall have the right to suspend delivery of the WorkCast Products or Services to You in whole or in part.
Subject to the terms and conditions of this Agreement, WorkCast hereby grants You a limited, revocable, non-exclusive, non-transferable, worldwide right to use the Products and/or Services solely for the purposes described in this Agreement and to the extent permitted by the rights acquired in connection with Your Account or with any Content. All rights not expressly granted to You are reserved by WorkCast and its licensors. Except as expressly permitted by WorkCast, You shall not: (a) licence, sublicence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (b) modify or make derivative works based upon the Services; (c) reverse engineer, decompile, modify, translate, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon Your access to or usage of the Services; (d) rent, lease or otherwise transfer rights to any aspect of the Service; or (e) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Services. You further agree that upon termination, suspension or expiration of this licence, You shall no longer have the right to use the Product or Services or display, download or make available any Content from Webcast Manager. This licence shall terminate automatically upon the termination or expiration of this Agreement.
You acknowledge and agree that your rights to view Content provided by the Services is strictly limited to the terms of this Agreement and to any terms of those rights that you obtained in connection with any Content. Except as expressly permitted by such rights, you may not copy, reproduce, modify, publish, transmit, transfer, sell or in any way exploit any Content obtained through the Service, other than by its display through embedding a WorkCast player on Your Web site.
You acknowledge that WorkCast does not screen or review Content on the Services to determine whether amongst other things, it contains false, defamatory, offensive, indecent, or objectionable material or contains errors and/or omissions. Under no circumstances will WorkCast be liable in any way for any User or other third party Content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such Content posted, emailed or otherwise transmitted via the Services. WorkCast does not guarantee that any Content will be to your satisfaction.
Each party retains any and all pre-existing right, title and interest in and to its website(s), trademarks, intellectual property, Your Content (in Your case), the Services (in the case of WorkCast), and all components thereof. This Agreement shall not be construed in any manner as transferring any rights of ownership of or licence to the foregoing, and/or to the features or information therein, except as expressly set out in this Agreement. All rights not expressly granted are reserved. Under no circumstances will this Agreement be construed as granting, by implication, estoppel or otherwise, a licence to any intellectual or other property or components thereof other than as specifically granted in this Agreement. WorkCast does not independently confirm that all Content is provided by a valid rights holder. In the event that WorkCast becomes aware that Content has been provided by a person who is not a valid rights holder, WorkCast may, at its discretion, disable and/or terminate the publication of such Content. To notify WorkCast of a copyright infringement, please provide the following information to WorkCast's Copyright Agent:
Notification of copyright infringement should be sent by mail, fax or email to:
Copyright Agent, WorkCast Corporation, Chase House, 4 Mandarin Road, Rainton Bridge Business Park, Durham, DH5 5RA
Telephone Number: 0844 8704912
Fax Number: 08448704915
Email Address: firstname.lastname@example.org
Subject to the terms and conditions of this Agreement, You grant WorkCast, a non-transferable (except as provided herein), non-exclusive, royalty-free right to reproduce and display Your logos, trademarks, trade names and other similar identifying material (the "Marks") solely for the purposes described herein, and to grant and to grant sublicences thereto on the same terms and conditions to third parties that embed Your Content on their websites to the extent necessary in connection with the Services. This license and all sublicences thereto shall terminate automatically upon the termination or expiration of this Agreement.
You agree that You will not use the Services to:
This Agreement commences when accepted by You and has an Initial Term of 12 months unless specified in the Service Agreement.
Upon expiration of the Initial Term, the WebCast Manager/Hosting Fee fee will automatically renew for successive renewal terms in equal duration to the Initial Term.
Any other fees outstanding fees in relation to any Service Agreement are payable 30 days prior to the end of each Term.
WorkCast may terminate your account and/or suspend your access to the Services should You fail to comply with the terms and conditions contained in this Agreement or any other guidelines and rules published by WorkCast. Any such termination or suspension shall be in WorkCast's sole discretion and may occur without prior notice, or any notice. WorkCast further reserves the right to terminate or suspend any User's Account for any conduct that WorkCast, in its sole discretion, believes is or may be directly or indirectly harmful to other Users, to WorkCast or its subsidiaries, affiliates or to other third parties, or for any conduct that violates any laws or regulations. WorkCast further reserves the right to terminate or suspend any User's account with or without cause, in WorkCast's sole discretion without prior notice.
Either party may terminate this Agreement if (a) the other becomes or is deemed, insolvent or bankrupt; (b) the other makes or offers to make any arrangement or composition with creditors; (c) any resolution or petition to wind up the other's business (other than for the purpose of solvent amalgamation or reconstruction) is passed or presented or if a receiver or administrative receiver of the other's undertaking, property or assets is appointed or a petition presented for the appointment of an administrator; or (d) the other is subject to any proceedings which are equivalent or substantially similar to any of the proceedings under sub-clauses (a), (b) or (c) above under any applicable jurisdiction.
Either party may terminate this Agreement as of the end of any Term by giving written notice to the other party at least thirty (30) days prior to the end of the Term.
Upon termination, within 30 days of receiving Your written request to remove Your Content from Webcast Manager, WorkCast will suspend User access to Your Content and after a further 90 days have lapsed WorkCast will delete Your Content from its production servers. WorkCast reserves the right to remove Your Content from Webcast Manager immediately upon termination.
To Cancel or Postpone an event the customer must email the event manager or account manager with a clear email stating that the event is to be cancelled and including clear instructions on what steps WorkCast should take to inform registered attendees.
Customers can reschedule or postpone an event without penalty until one of the following conditions is met:
If any of these conditions have been fulfilled, but it is still more than 24 hours before the scheduled event time, then a cancellation fee of 30% + 3rd party costs of the event total cost is charged. This fee is restricted to 30% of the total event fee regardless of any additional activity that may have been delivered. All 3rd party costs will be identified.
When the event is postponed or cancelled with less than 24 hours before the scheduled event start time then the full event fee will be charged. In this situation, if the event is rescheduled it would be charged as a new event.
If You are accepting on behalf of Your employer or another entity You represent and warrant at all times that: (a) You are duly organised and validly existing under the laws of the territory of Your incorporation; (b) You have full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (c) You are duly authorised to execute and deliver this Agreement and duly authorised to perform the obligations hereunder; (d) this Agreement is a legal and valid obligation, binding and enforceable in accordance with its terms; and (e) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument, or understanding, oral or written, to which You are a party or by which You may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over You.
You affirm that You are more than 18 years of age and are fully able and competent to accept, make and/or perform the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
You specifically represent and warrant that any Content provided directly or indirectly by You and its distribution and/or publication through the Services, WorkCast's Products or Services, or through its being embedded on any third party website, does not, and shall not, infringe or misappropriate any third party's rights, nor shall doing so violate any right of any person. You further represent that You have paid all licence fees and/or other fees required to be paid to third parties for performance of Your obligations or exercise of Your rights hereunder, for the grant of licences hereunder, and for any other act by You under this Agreement ("Third Party Licence Fees") and You covenant to pay any Third Party License Fees required to be paid in the future for such actions in a timely manner. You further expressly agree that as between You, on the one hand, and WorkCast on the other hand, any obligation to pay Third Party Licence Fees as a result of distribution of the Content pursuant to this Agreement shall be Your obligation and not the obligation of WorkCast.
You agree to indemnify and hold WorkCast and its subsidiaries, successors, assignees, affiliates, officers, directors, shareholders, agents, co-branders, or other partners, and employees, harmless from any claim, demand, damages, liabilities, costs and expenses including reasonable legal fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your violation of this Agreement or any other applicable published WorkCast usage terms, conditions, policies, or requirements, or your violation of any rights of another.
The product, service and content is provided "as is", with no warranties whatsoever. All express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights, are expressly disclaimed by WorkCast and its licensors to the fullest extent permitted by law.
WorkCast and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content, or any user data. WorkCast and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any of the products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (d) errors or defects will be corrected, or (e) the service is free of viruses or other harmful components.
You expressly understand and agree that WorkCast disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material in the service. WorkCast disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. WorkCast disclaims any responsibility or liability for any harm resulting from downloading or accessing any information or material through the service, including, without limitation, for harm caused by viruses or similar contamination or destructive features. WorkCast makes no warranty regarding the reliability or accessibility of WorkCast's Products or Services web pages or any storage facilities offered by WorkCast.
You understand and agree that any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material.
In any jurisdictions that do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
You expressly understand and agree that under no circumstances shall WorkCast or its licensors be liable to anyone on account of use or misuse of and reliance on the service or the content. Such limitation of liability shall apply to prevent recovery of indirect, incidental, consequential, special, exemplary, and punitive damages (even if WorkCast or its licensors have been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the service, or from inability to use the service, or from the interruption, suspension, or termination of the service (including such damages incurred by third parties).
Such limitation shall also apply with respect to damages incurred by reason of the performance or non-performance of the service, other services or goods received through or advertised on the service or received through any links provided in the service, as well as by reason of any information or advice received through or advertised on the Product or service or received through any links provided in the Product or service. Such limitation shall to the fullest extent permitted by law.
Under no circumstances shall WorkCast or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, non performance of third parties or governmental actions.
Damages are capped in all circumstances at the amount of fees paid pursuant to this agreement in the twelve months preceding the circumstances that gave rise to the claim.
In any jurisdiction that does not permit limitations of liability, the foregoing limitation may not apply to you.
Each party agrees not to disclose the other party's Confidential Information without their prior written consent. "Confidential Information" includes, without limitation: (a) all intellectual property, including, without limitation, all software, technology, programming, technical specifications, materials, guidelines and documentation relating to each party's business; (b) any financial information including pricing, business information including planning, operations, marketing, products; and (c) any other information designated in writing as "Confidential" or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary given its nature or the circumstances under which it was disclosed. It does not include information that: (a) is or has become publicly known through no improper action or inaction by the receiving party or any affiliate, agent, consultant or employee; (b) was in the possession of the receiving party or known by it without restriction prior to receipt from the other party; (c) was rightfully disclosed to the receiving party by a third party without restriction; or (d) was independently developed without use of any Confidential Information of the other party. The receiving party may make disclosures required by law or court order provided the receiving party uses reasonable efforts to limit disclosure and to obtain confidential treatment and has allowed the other party to participate in the proceeding.
This Agreement constitutes the entire understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all previous agreements between WorkCast and You concerning the subject matter hereof. No party hereto has relied on any statement, representation or promise of any party or representative thereof in executing this Agreement except as expressly stated herein unless it was made fraudulently.
(a) Independence. You and WorkCast are independent parties under this Agreement and nothing shall be construed to create a partnership, joint venture or agency relationship between You and WorkCast, and neither party has authority to enter into agreements of any kind on behalf of the other; (b) Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to any cause beyond its reasonable control, then that party's performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence; (c) Assignment. WorkCast my assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without Your prior consent to the extent that WorkCast deems it necessary to provide the Services; (d) Change of Control. In the event of a change of control of either party this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns; (e) Waiver. The waiver of either party of a breach or a default of any provision of this Agreement shall not be construed as a waiver of any succeeding breach of the same of any other provision; (f) Severability. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision; (g) Survival. All terms of this Agreement which by their nature extend beyond their termination shall remain in effect until fulfilled and apply to respective successors and assigns; (h) Headings. The headings and subheadings in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement; (i) Good Faith. You agree to act in good faith with respect to each provision of this Agreement and any dispute that may arise related hereto; (j) International Use. WorkCast's Products or Services Users may be resident in any jurisdiction and You agree to comply with all applicable local rules and laws including but not limited to rules regarding online conduct, data privacy, export control laws and regulations and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of data from the United States or the country in which You reside; and (k) Governing Law. This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with and governed by English law and you consent to the jurisdiction of the courts of England in relation to any dispute arising in connection therewith.
All notices required to be given under this Agreement must be given in writing and delivered either by hand, by e-mail or by mail and addressed to WorkCast Corporation Ltd, to: Chase House, 4 Mandarin Road, Rainton Bridge Business Park, Durham, DH4 5RA and to the email address provided by You on registration.