Acceptable Use and Privacy Policy

1. Introduction.

This Acceptable Use and Privacy Policy (“AUPP”) sets forth terms, conditions, requirements and/or guidelines published from time-to-time by Zecast Technologies Inc. (collectively with its subsidiaries “Zecast Technologies”) that apply to use of and/or access to Zecast Technologies’s Services, Servers, network and/or facilities.

Zecast Technologies reserves the right to modify this AUPP from time-to-time, at its sole discretion, effective upon posting a revised copy of this AUPP on Zecast Technologies’s Web site(s). Any use of the Zecast Technologies Services by any Party after such modification shall constitute acceptance of such modification.

It is the responsibility of all Subscribers, Affiliates and End Users, and all others who have direct or indirect access to Zecast Technologies Services to comply with this AUPP. Unless otherwise expressly permitted in writing by Zecast Technologies, no Party may assign, transfer, distribute, resell, lease or otherwise provide access to any third party to Zecast Technologies Services or use the Zecast Technologies Services with or for the benefit of any third party. Parties may only use the Zecast Technologies Services for lawful purposes and in accordance with this AUPP.

Zecast Technologies reserves the right to restrict, suspend and/or terminate any Party’s access to Zecast Technologies Services if the Party is known to Zecast Technologies to be, or believed by Zecast Technologies to be, failing to comply with this AUPP. If any Party does not agree to comply with all of these policies, the Party must immediately stop use of Zecast Technologies Services. If a Party ceases use of Zecast Technologies Services based on the Party’s non-agreement with this AUPP any and all other agreements with Zecast Technologies remain in effect.

2. Definitions.

(a) “Acceptable Use and Privacy Policy” or “AUPP” refers to the terms, conditions, requirements and/or guidelines published from time to time by Zecast Technologies with respect to use of and/or access to, its Services, Servers, network and/or facilities, and any specific conditions, requirements and/or guidelines set out in this policy regarding use of Zecast Technologies Services by Subscribers, Affiliates and End Users and/or regarding Zecast Technologies’s access to or use of Subscriber’s or Affiliate’s network or Servers in order to perform under this or any other agreement.

(b) “Affiliate” refers to any third party, including customers of Subscriber but not including Subscriber’s End Users that either knowingly or unknowingly, indirectly or directly, uses and/or accesses Zecast Technologies Services by virtue of the Affiliate’s direct or indirect relationship with a Subscriber.

(c) “Content” refers to anything, in any digital format, that can be transmitted via any type of data network. Content includes digital information, digital software program(s), digital database(s), digital document(s), digital multimedia(s), digital text(s), digital video(s), digital sound(s), digital picture(s), digital subscription(s) or other thing(s) in a digital form.

(d) “End User” refers to any person or entity that uses the Internet and/or World Wide Web to request and/or receive content, or information processing, from a World Wide Web site.

(e) “Origin Server” refers to a device, or collection of devices, operated by or on the behalf of a Subscriber, such as a computer or other hardware, whose purpose is to respond to requests for content or information processing from End Users via the World Wide Web.

(f) “Party” or “Parties” refer to, in its singular form, Zecast Technologies, Subscriber, Affiliates or End Users, and in its plural form, all, as dictated by the use.

(g) “Services” refer to services, individually and in any combination that are provided or made available to any party, whether or not such services are provided for a fee or available free of charge.

(h) “Server” refers to a device, or collection of devices, such as computers, routers or other hardware, whose purpose is to respond to requests for content or information processing from End Users via the World Wide Web.

(i) “Subscriber” refers to a customer of Zecast Technologies that receives any Services directly or indirectly from Zecast Technologies based on any agreement.

(j) “Trademarks” refer to those identifying marks, copyrights, logos, banners or other such representations, either registered or unregistered, that identify an entity’s brand, services or products.

(k) “Prohibited Content” refers to any Content that a Party does not have the appropriate rights to use, distribute or cause to be distributed, store or cause to be stored, transmit or cause to be transmitted, deliver or cause to be delivered, receive or cause to be received. Prohibited Content also includes any content that includes in whole or in part child pornography, or any content that could be reasonably considered xenophobic, libelous, racist or defamatory.

3. Zecast Technologies is a Passive Conduit.

(a) Zecast Technologies represents and all Parties acknowledge and agree that Zecast Technologies is a “Passive Conduit” and is a passive provider of information services and a passive intermediary. As such, Zecast Technologies does not:

• Create, develop, modify, alter or adjust any Content that is made available to and/or delivered to End Users;
• Determine the rules by which any Content is, or is not, made available to and/or delivered to End Users;
• Cause any Content to be filtered or blocked.

(b) As a Passive Conduit, Zecast Technologies only transmits, passes on and delivers Content, in such content and form as each Content item is provided to Zecast Technologies by Subscribers or Affiliates to be made accessible and/or delivered to End Users.

(c) As a Passive Conduit, all Parties acknowledge and agree that Zecast Technologies transmits, passes on and delivers Content and does not assume any of the liabilities or obligations of Content owners towards Subscriber(s), Affiliate(s) or End User(s).

(d) As a Passive Conduit, all Parties acknowledge and agree, that Zecast Technologies transmits, passes on and delivers Content and does not assume any of the liabilities related to the specific nature or meaning of the Content.

4. General Acknowledgements and Prohibitions.

(a) All Parties are prohibited from violating or attempting to violate the integrity of Zecast Technologies Services, Servers, technology or other operations. This includes the prohibition of accessing data, Servers, accounts, databases, Web sites or any other such thing that the Party does not have an expressed right to access or that may be reasonably assumed not intended to be accessed by the Party.

(b) All Parties are prohibited from probing, scanning or testing the vulnerability of any Zecast Technologies Services, Servers, technology or other operations.

(c) All Parties are prohibited from attempting to, or accomplishing, a breach of Zecast Technologies security or circumventing any authentication measures.

(d) All Parties are prohibited from interfering with, disrupting or disabling any Service to any party, host or network, including, without limitation, via means of overloading, “flooding,” “electronic mail bombing,” “denial of service” attacks or “crashing”.

(e) All Parties are prohibited from forging any TCP/IP packet header or any part of the header information in any electronic mail to or from any other Party.

(f) All Parties are prohibited from taking any action in order to obtain Zecast Technologies Services to which such Party is not entitled or attempting to utilize Zecast Technologies Services that would be accounted for against a different Party’s usage.

(g) All Parties are prohibited from attempting any action designed to circumvent or alter any method of measuring or billing for Zecast Technologies Services.

(h) All Parties agree that is their responsibility to secure their computer equipment and networks so that it is not subject to external threats such as viruses, spam or other methods of intrusion.

(i) All Parties agree that if they become aware of an occurrence, or the possibility of an occurrence of, a violation or an attempted violation of this AUPP the party will (a) take all reasonable measures to prevent such from happening; and (b) immediately report the situation and all relevant details to Zecast Technologies.

5. Trademarks.

(a) Subscriber acknowledges that the Zecast Technologies Trademarks are owned or licensed solely and exclusively by Zecast Technologies.

(b) Subscriber agrees to use the Zecast Technologies Trademarks only in the form and manner, and with appropriate legends, as prescribed by Zecast Technologies. All use of GDM Trademarks shall inure to the benefit of Zecast Technologies.

(c) Subscriber shall not remove, alter, cover or obfuscate any Zecast Technologies Trademark, copyright notice or other proprietary rights notice placed in or on Zecast Technologies’s Content.

(d) Subscriber acknowledges and agrees that due to the unique nature of the Trademarks there may be no adequate remedy at law for any breach, that any such breach may allow Subscriber or third parties to unfairly compete with Zecast, and therefore, that upon any such breach or any threat thereof, Zecast Technologies shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

(e) Subscriber shall notify Zecast Technologies in writing immediately upon the occurrence of any such breach of Trademark usage or any threat thereof of which it is aware.

6. Subscriber Responsibilities.

(a) Subscriber agrees to create their own Acceptable Use and Privacy Policy. Subscriber agrees to maintain and enforce their own Acceptable Use and Privacy Policy in such a way that Affiliates and End Users would be in compliance with Zecast Technologies’s then current AUPP if they are in compliance with Subscriber’s then current AUPP.

(b) Subscriber agrees that it shall enforce Subscriber’s AUPP with its own organization, Affiliates and End Users. Subscriber shall inform Zecast Technologies as to any reported or suspected continued violation of Zecast Technologies’s AUPP by any Party.

(c) Subscriber shall enforce any uncorrected or continued violations of Zecast Technologies’s AUPP by any of Subscriber’s End Users or Affiliates directly against the specific violator of the AUPP when possible or against the aggregate of Affiliates and/or End Users when specificity is not possible.

(d) Subscriber agrees that it shall use Zecast Technologies Services only for lawful purposes and in accordance with this AUPP. Subscriber shall comply at all times with all applicable laws and regulations and this AUPP, as updated by Zecast Technologies from time-to-time. This AUPP is incorporated by reference into other agreements Subscriber may have with Zecast Technologies, including the Master Services Agreement with Zecast Technologies and made a part thereof by this reference.

(e) Subscriber acknowledges that it has read and understood the current version of the AUPP. The AUPP contains restrictions on Subscribers, Affiliates and Subscribers End Users conduct (including prohibitions against using Zecast Technologies Services in the support of unsolicited commercial email, and using Zecast Technologies Services to distribute unlicensed copyrighted material) and contain financial penalties for violations of such restrictions. Subscriber agrees to comply with such restrictions and, in the event of a failure to comply, Subscriber agrees to pay the financial penalties in accordance with the AUPP and any other agreement Subscriber may have regarding use of Zecast Technologies Services.

(f) Subscriber acknowledges it is the sole responsibility of Subscriber to ensure that the information Subscriber, Affiliates and Subscriber’s End Users transmit, or cause to be transmitted, receive or cause to be received, store or cause to be stored, receive or cause to be received, complies with all applicable laws and regulations and this AUPP and any future revision thereof.

(g) Subscriber recognizes that Subscriber is responsible for maintaining the security of Subscriber’s Servers that may interact with Zecast Technologies Services in such a way to prevent Subscriber’s Servers from being used to propagate malicious Content, or any other such content that would infringe on the rights of others. Subscriber agrees to take all reasonable and necessary actions that would prevent such a compromise. Subscriber also agrees to report such a compromise in any case where Zecast Technologies Services could be affected, or used by, malicious content.

(h) Subscriber agrees not to transmit, or cause to be transmitted, any Content related to electronic mail or any type of advertising, whether such electronic mail or advertising is commercial or non-commercial in nature, if it could reasonably be expected to provoke complaints from the recipients. If Zecast Technologies receives, or determines that it may receive, specific complaints regarding Subscriber’s activities that, Subscriber agrees to alter their use of Zecast Technologies Services at Zecast Technologies’s request in what Zecast Technologies determines to be an appropriate period of time. The determination of which activities are deemed, or could be deemed, to be to the detriment of Zecast Technologies’s best interest are at Zecast Technologies’s sole discretion.

(i) Subscriber agrees not to use or take any action that would result in another party using Zecast Technologies Services, Servers, network and/or facilities to transmit, or cause to be transmitted, store or cause to be stored, deliver or cause to be delivered, any Prohibited Content.

7. End User Responsibilities.

(a) End User acknowledges and accepts that End User interaction with Zecast Technologies Services and Zecast Technologies Subscribers’ Servers occurs in real time and is not edited, censored or otherwise controlled by Zecast Technologies. Zecast Technologies cannot and does not screen any Content made available and/or provided to, or by, End Users. Zecast Technologies cannot and does not screen content made available and/or provided to, or by, Subscribers or their Affiliates.

(b) Notwithstanding the foregoing, Zecast Technologies reserves the right to monitor content on the Zecast Technologies Services and to remove or block content which Zecast Technologies, at its sole discretion, determines to be harmful, offensive or otherwise in violation of this AUPP.

(c) End User acknowledges that they are aware that Content downloaded from the Internet may represent a security concern, such as a computer virus. End User acknowledges that Zecast Technologies is a passive conduit for the delivery of Content, and as such does not monitor Content to detect the presence of malicious Content. End User agrees to take all measures that they deem necessary to protect themselves from being affected by any Content delivered via the Internet.

(d) In order to maintain informative and valuable Services that meet the needs of the Subscribers, Affiliates and End Users, and to avoid the harm that can result from disseminating statements that are false, malicious, violate the rights of others or otherwise harmful, the following rules to protect against abuse are necessary and apply to all End Users:

• Unless End User is using an area of the Zecast Technologies Services that requires or encourages anonymity, End User agrees to use their real name in online communications.
• End User agrees not to use or take any action that would result in another party using Zecast Technologies Services, network and/or facilities to transmit, or cause to be transmitted, store or cause to be stored, deliver or cause to be delivered, receive or cause to be received, any Prohibited Content.
• End User agrees not to post or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person. End User may not post or transmit any message, data, image or program which is indecent, obscene or pornographic.
• End User agrees not to use or take any action that would result in another party using Zecast Technologies Services, network and/or facilities to transmit, or cause to be transmitted, store or cause to be stored, deliver or cause to be delivered, receive or cause to be received, any Content that would violate the property rights of others, including unauthorized copyrighted material, trade secrets or other confidential proprietary information, and Trademarks or service marks used in an infringing fashion.
• End User may not interfere with the use of Zecast Technologies Services by other End Users, Subscribers or Subscribers Affiliates.
• End User agrees not to use or take any action that would result in another party using Zecast Technologies Services, Servers, network and/or facilities to transmit, or cause to be transmitted, store or cause to be stored, deliver or cause to be delivered, receive or cause to be received, any malicious Content that contains viruses, worms, “Trojan horses” or anyother contaminating or destructive features.
• End User agrees not to use or take any action that would result in another party using Zecast Technologies Services, Servers, network and/or facilities to transmit, or cause to be transmitted, store or cause to be stored, deliver or cause to be delivered, receive or cause to be received, any message which is harmful, threatening, abusive or hateful. It is not Service’s intent to discourage End User from taking controversial positions or expressing vigorously what may be unpopular views; however, Zecast Technologies reserves the right to take such action as it deems appropriate in cases where Zecast Technologies Services are used to disseminate statements that are deeply and widely offensive and/or harmful.
• End User agrees not to use or take any action that would result in another party using Zecast Technologies Services, Servers, network and/or facilities to transmit, or cause to be transmitted, store or cause to be stored, deliver or cause to be delivered, receive or cause to be received, any Content regarding charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes.
• End User agrees not to use or take any action that would result in another party using Zecast Technologies Services, Servers, network and/or facilities to transmit, or cause to be transmitted, store or cause to be stored, deliver or cause to be delivered, receive or cause to be received, any Content regarding advertising, promotional materials or any other solicitation of Subscribers or Subscriber’s End Users.
• End User agrees not to use or take any action that would result in another party using, Zecast Technologies Services, Servers, network and/or facilities to transmit, or cause to be transmitted, store or cause to be stored, deliver or cause to be delivered, receive or cause to be received, any Content related to unsolicited mass electronic mail, whether such electronic mail is commercial or non-commercial in nature.
• End User may not use the facilities and capabilities of Zecast Technologies Services to conduct any activity, whether legal or illegal, or solicit the performance of such an activity that infringes the rights of others.
• End User agrees not to use or take any action that would result in another party using Zecast Technologies Services, Servers, network and/or facilities to transmit, or cause to be transmitted, store or cause to be stored, deliver or cause to be delivered, receive or cause to be received, any Prohibited Content.

8. Privacy.

(a) Collection and Use for General Business Purposes. Zecast Technologies will collect and use Subscriber and End User information for billing and ordering purposes; to provide and deliver Zecast Technologies Services; and to anticipate and resolve problems with Zecast Technologies Services.

(b) Collection and Use for Improving Zecast Technologies Services. Zecast Technologies will collect and use Subscriber and End User information to create and improve Zecast Technologies Services that better meet the needs of Subscribers, Affiliates and End Users. This also means that Zecast Technologies may use Subscriber and End User information, in conjunction with information available from other sources, but Zecast Technologies will not disclose Subscriber and End User personally identifiable information to third parties.

(c) Collection of Usage Data. When End Users access the Internet, the Servers that host Web sites automatically receive some anonymous information. This “usage data” may include a record of the pages a Web browser has visited, or the IP address of the device connecting to Zecast Technologies Services. Zecast Technologies receives usage data when End Users access Subscribers’, or their Affiliates’, World Wide Web sites. Zecast Technologies may use usage data to provide, improve or create new Zecast Technologies Services or to provide customized features with Zecast Technologies Services. Zecast Technologies may use any such information to report aggregate demographic and usage information of Zecast Technologies Services but will not associate this information with a person’s name, electronic mail address or any other personally identifiable End User information.

(d) Cookie Usage. Zecast Technologies, Subscribers and Affiliates may use various kinds of software devices to collect information about Internet use. Small files called “cookies” may be attached to an End User’s Web browser. These files identify the End User’s browser and save information such as passwords so that Web sites can recognize End Users. End User’s can set their browser to disable cookies, but some Web Sites may not work properly if End User does this. Zecast Technologies may use these same software devices when it provides Zecast Technologies Services to Subscribers. Zecast Technologies may use any information collected through these or other similar devices to report aggregate demographic and usage information of Zecast Technologies Services but will not associate this information with a person’s name, electronic mail address or any other personally identifiable End User information.

(e) Web Page Beacons. Zecast Technologies, Subscribers and Affiliates may use Content called “one-pixel gifs,” “clear gifs” or “Web beacons” embedded in some Web pages to allow collection of reporting information to be provided to Subscriber’s regarding those End Users that have visited that page or to make cookies more effective. Zecast Technologies may use any information collected through these or other similar devices to report aggregate demographic and usage information of Zecast Technologies Services but will not associate this information with a person’s name, electronic mail address or any other personally identifiable End User information.

(f) Disclosure. Zecast Technologies will not sell trade or disclose to third parties any End User identifiable information derived from the use of Zecast Technologies Services or Zecast Technologies corporate Web sites. This includes End User names and addresses without the consent of the End User (except as required by subpoena, search warrant or other legal process or in the case of imminent physical harm to the customer or others). When Zecast Technologies uses other agents, contractors or companies to perform services on its behalf, Zecast Technologies will include in its agreement with the party provisions consistent with this paragraph that the party protects End User identifiable information consistent with this policy.

(g) Security. Zecast Technologies has implemented technology, security features and strict policy guidelines which Zecast Technologies believes would safeguard the privacy of End User identifiable information from unauthorized access or improper use.

(h) Electronic Mail Contents. Zecast Technologies will not read or disclose to third parties private electronic mail communications that are transmitted in whole or in part using Zecast Technologies Services.

(i) Account Information. Zecast Technologies will respond to all reasonable requests from End Users to review any End User identifiable information maintained in reasonably retrievable form, which currently consists of End User name, address, e-mail address, telephone number and/or billing information, and will correct any such information that may be inaccurate. End Users may verify that appropriate corrections have been made.
(j) Meaningful Notice. Zecast Technologies will provide End Users easy to understand, relevant, obvious notice and choice before collecting personally identifiable information from the End User except for any information that is identified in this agreement as being collected.

9. Additional Privacy Protections for Children Using the Internet.

(a) Zecast Technologies recognizes that children, including young teens, may not be able to make informed choices about personal information requested online.

(b) Subscribers and their Affiliates agree not to target children or teenagers (younger than 18 years of age) for collection of information online whether or not Zecast Technologies Services are used for such a purpose. In addition, the editorial content of the Web sites designed for children will not knowingly promote or link to any third-party Web site that collects customer-identifiable information from children whether or not Zecast Technologies Services are used for such a purpose.

(c) Zecast Technologies is committed to, and requires Subscribers and their Affiliates be committed to, compliance with the Children’s Online Privacy Protection Act (“COPPA”), including but not limited to verifiable parental consent, choice regarding disclosures to third parties and parental access to information.

10. Disclaimers and Indemnifications.

(a) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. Zecast Technologies DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM Zecast Technologies’S TECHNOLOGY AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT SERVICES PROVIDED BY Zecast Technologies TO SUBSCRIBERS AND END USERS. ALTHOUGH Zecast Technologies WILL TAKE ANY ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, Zecast Technologies CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, Zecast Technologies DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

(b) Disclaimer of Liabilities Caused by Use of Zecast Technologies Services to Transmit, Store, Deliver or Receive Content. AS A “PASSIVE CONDUIT” Zecast Technologies DOES NOT, AND CANNOT, CONTROL; KNOW OR ASSURE ANY PARTIES RIGHTS RELATED TO; OR KNOW OR DETERMINE THE MEANING OF; ANY CONTENT THAT ANY PARTY MAY MAKE AVAILABLE, TRANSMIT, STORE, RECEIVE OR DELIVER, WHETHER OR NOT THE PARTY USES Zecast Technologies SERVICES TO MAKE AVAILABLE, TRANSMIT, STORE, RECEIVE OR DELIVER THE CONTENT. ACCORDINGLY, Zecast Technologies DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO ANY AVAILABILITY, TRANSMITION, STORAGE, DELIVERY OR RECEPTION OF ANY CONTENT.

(c) Subscribers agree to indemnify, defend and hold harmless Zecast Technologies and End Users against all claims and expenses (including reasonable attorney fees) resulting from Subscriber or their Affiliates engaging in any of the prohibited activities listed in this AUPP or resulting from violation by Subscriber of the AUPP or of any other posted Zecast Technologies policy related to Zecast Technologies Services.

(d) End Users agree to indemnify, defend and hold harmless Zecast Technologies, Subscribers and Affiliates against all claims and expenses (including reasonable attorney fees) resulting from End User engaging in any of the prohibited activities listed in this AUPP or resulting from violation by End Users of the AUPP or of any other posted Zecast Technologies policy related to Zecast Technologies Services.