This Terms of Service Agreement (“Agreement”) describes the terms and conditions by which Warpwire Live provides and permits use of its Services, as described below. This Agreement is between Cadmium LLC, a Maryland corporation located at 19 Newport Drive, Forest Hill, MD 21050 with product service Warpwire Live (“Warpwire Live”), and the user and respective company, if applicable, (“Client”) entered in the sign-up form to activate any of the Warpwire Live plans found on the Warpwire Live website. Warpwire Live reserves the right to make changes or updates to this Agreement from time to time by posting such updates to the Agreement on the Warpwire Live website.
For eligibility to sign-up for a Warpwire Live account and use Warpwire Live’s Services, a user must review and accept the terms of this Agreement by checking the box that states user has read and agrees to these terms, when creating an account. Once accepted, these terms become a binding legal commitment between user and Warpwire Live. If user does not wish to be bound by these terms, user should not check the box and should not use Warpwire Live’s services. By checking the box that Client has read and agrees to these terms and by submitting Client information via the sign-up form for Warpwire Live Services, Client agrees to all rules, regulations, and statements made in this Agreement.
Warpwire Live Services (“Services”) include providing infrastructure for streaming live HLS and WebRTC-based audio and video content for Client via an online platform and API, and all relevant customer and technical support.
All Services provided by Warpwire Live may be used for lawful purposes only. Transmission or storage of any information, data or material in violation of any United States law, or the law of any other jurisdiction, is prohibited. This includes, but is not limited to: material that is unlawful, defamatory, libelous, threatening, harassing, hateful, sexually explicit, or racially or ethnically offensive, that impersonates another person, or that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or otherwise be inappropriate, material that is subject to protection under the copyright laws of the United States or any foreign country, protected by trade secret, or that is otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless Client is the owner of such rights or has permission from their rightful owner to post the material and to grant Warpwire Live all of the rights necessary for provision of the Services. Client warrants and represents that all material it provides to Warpwire Live and all use of Service will accord with such rules, and agrees to indemnify, defend and hold harmless Warpwire Live from any action or claim(s) resulting from or associated with Client’s use of the Service, which damages Warpwire Live, Client or any other party(ies) in any way. Client further agrees to remove Client content if properly notified that it infringes on another’s intellectual property rights pursuant to these Terms of Service. Warpwire Live reserves the right to remove content without prior notice. Warpwire Live also reserves the right to decide whether content is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law. Warpwire Live may remove such content and/or terminate a Client’s or user’s access for uploading such material in violation of these Terms of Service at any time, without prior notice and at Warpwire Live’s sole discretion. In addition, Warpwire Live Services may not be used to distribute, store or transmit any virus, Trojan horse, worm or any other content that may be harmful to the Warpwire Live network, equipment or other users.
This Agreement shall begin the date Client submits Client Information via the Warpwire Live sign up form and shall remain in full force and effect until Client’s account is canceled or terminated, with the exception of Sections 2, 4, 5, 6, 13, 14, 15, 16, 17, 20, 21 and 23 which will survive upon termination of this Agreement. Services will be suspended or terminated if: (a) 30 days after the payment due date for paid accounts, Client fails to pay any outstanding amount; (b) Client violates any term of this Agreement; (c) Client’s traffic created from use of Services or Client’s use of Services is fraudulent or negatively impacting the operating capability of Services. If Client’s Services are suspended, Warpwire Live will make a reasonable attempt to notify Client. Client’s account contents may be deleted upon termination of Service and will require then-current upload charges to reinstate the material. Warpwire Live reserves the right to terminate any customer and any and all Services for any reason. A waiver of or failure to enforce this or any other provision by Warpwire Live does not constitute a continuing waiver or a waiver of any other of Warpwire Live’s rights at law or in equity.
Warpwire Live’s current fees for the Services are set forth on the website. All fees due under this Agreement are payable in United States dollars and will be billed to Client from Cadmium LLC. Client shall pay Warpwire Live for Services. Recurring Warpwire Live Service charges will be charged to Client’s on-file credit card each pay period on the start-date of the Warpwire Live Service paid plan. These charges shall not change from period to period unless Client should expressly request an upgrade, downgrade, or other alteration to the Warpwire Live Service paid plan. Warpwire Live retains the right to adjust prices on any and all Services. Price changes will take effect 30 days after being posted on the website. Any non-recurring charges incurred by Client will also be charged to Client’s on-file credit card, unless otherwise agreed between Client and Warpwire Live. Warpwire Live reserves the right to charge non-recurring charges incurred by Client to the on-file credit card at any point during the billing period if they exceed $500 US. If valid payment for any recurring and/or non-recurring payment has not been received from Client within 5 days of the initial bill date, Warpwire Live reserves the right to cancel Client’s account. If Client’s account has been terminated due to non-payment, and Client would like to reactivate the account, all monies that were due upon cancellation will then be due upon reactivation. Client can cancel account at any time. However, Client must cancel their account at least 24 hours before the end of the current billing cycle to avoid billing in the next billing period.
Warpwire Live Services may be upgraded or downgraded at any time via the Warpwire Live account management interface. Pro-rate will be charged for any upgrade made before the end of Client’s current billing cycle, and the new plan price will take effect immediately. All charges incurred prior to the next billing date will be billed at the current Service plan rates. If a downgrade of Services takes place, the new rates will take effect on the first day of Client’s next billing cycle.
Client shall have the right to terminate Service at any time via the Warpwire Live account management interface, unless a Warpwire Live written agreement specifies otherwise. Prior to cancellation of Service, Client is responsible for removing their materials from their allotted space on Warpwire Live’s servers. Warpwire Live will not be responsible for storage and preservation of Client’s materials at any time. Warpwire Live reserves the right to immediately collect up to the total amount of any charges associated with the account that have not been satisfactorily paid, by charging Client’s credit card on file. Client’s account shall be canceled immediately upon submitting the request to cancel through the Warpwire Live Service. No refunds will be made for the current month of the billing cycle. All monies due, including but not limited to, excess viewing hours, application service, development, consulting and all other services offered by Warpwire Live, are due upon cancellation of Service.
Client accepts that it is the Client’s responsibility to prescreen and editorially control the content of Client’s website, if any, including but not limited to live and recorded audio and/or video content. Warpwire Live reserves the right to request the removal of information in the live or recorded audio and/or video content brought to its attention which it deems detrimental to Warpwire Live or any person. Client agrees not to include in its website(s), application(s), and in the live or recorded audio and/or video content any technology, information or material which violates or infringes any patent, trademark, copyright, trade secret or any other legal rights of any person, firm or corporation, or which a reasonable person would consider abusive, profane or offensive, which is defamatory or harassing, or which violates or encourages others to violate any applicable law. Client accepts that it is the Client’s responsibility to maintain a copy of their content, even if the Client’s content is stored on Warpwire Live’s servers. Warpwire Live is not responsible for maintaining copies of Client’s content. Warpwire Live reserves the right to refuse Service to anyone, in its sole discretion. To protect itself, Warpwire Live may without liability, actively cooperate with and furnish identifying and supporting information to any person likely to be harmed by Client’s violation of these provisions and to any law enforcement agency serving a warrant or subpoena on Warpwire Live. Warpwire Live will be the sole arbiter as to what constitutes a violation of this provision. Client agrees to indemnify, defend and hold harmless Warpwire Live from any claim(s) arising out of Client’s violation of this Agreement.
If you are a copyright owner or an agent thereof and believe that any content on the Warpwire Live website, Services or network infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Copyright Agent with all of the following information in writing (see 17 U.S.C 512(c)(3) for further details):
(a) Your name, address, telephone number, and email address (if any).
(b) A description of the copyrighted work that you claim has been infringed.
(c) A description of where on the Warpwire Live Service the material that you claim is infringing may be found, sufficient for Warpwire Live to locate the material.
(d) A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
(e) A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
(f) Your electronic or physical signature.
Warpwire Live’s Designated Copyright Agent to receive notifications of claimed copyright infringement is:
Warpwire Live Copyright Agent
19 Newport Drive, Forest Hill, MD 21050
No other notices or communications should be sent to the Designated Agent, who is appointed solely for the purpose of receiving notices of claims alleging copyright infringement under the DMCA. Also note: there are substantial penalties for false claims (see 17 U.S.C. § 512(f) – providing sanctions for material misrepresentations of copyright infringement).
Upon receipt of a valid counter-notification, Warpwire Live will forward it to the original complainant who submitted the DMCA notice alleging copyright infringement. The original complainant will then have ten (10) days to notify Warpwire Live that it has filed a lawsuit relating to the allegedly infringing material, otherwise Warpwire Live will restore the removed material or cease disabling access to it.
Repeat Infringer Policy. Per Section 512 of the DMCA, it is Warpwire Live’s policy to terminate Client’s or any user’s access to the Warpwire Live website or Services, if they are determined to be a repeat infringer in appropriate circumstances, without obligation to refund any fees. A repeat infringer is a Client who has been notified of infringing activity more than twice and/or has had content removed from the Warpwire Live website or Services more than twice. Warpwire Live may terminate Clients that receive fewer than two (2) infringing activity notifications in appropriate circumstances, such as where the user has a history of violating or willfully disregarding our Terms of Service.
Client understands that viewing hours, defined as the total hours watched by all viewers of streams within Client’s account on Warpwire Live, exceeding their specified limits are subject to an extra fee per each hour of viewing and/or restrictions placed on their account by Warpwire Live, at the sole discretion of Warpwire Live. Rates for additional viewing hours are posted on Warpwire Live’s website and correspond to the plan Client is subscribed to. Warpwire Live may change these rates at any time in their sole discretion by posting the new rates on the Warpwire Live website. Client will be notified via email of any viewing hours usage beyond their plan’s initial allotment and the related fees incurred. Warpwire Live will charge these fees to Client’s on-file credit card, unless otherwise agreed between Client and Warpwire Live. Upon receiving notification of excessive usage, Client may upgrade the account to cover the additional usage and Warpwire Live will reevaluate the excess fees, based on Client’s new account settings. Warpwire Live reserves the right to charge non-recurring charges incurred by Client to the on-file credit card at any point during the billing period if they exceed $500 USD.
Warpwire Live Services will be available at least 99.9% of the time as measured on a monthly basis for all paid accounts. Unavailability is defined as the period of time when Client is unable to publish or receive streams to and from Warpwire Live over multiple sequential attempts for a period of 10 minutes or more. This does not include Force majeure, interruptions due to planned Warpwire Live maintenance, improperly developed applications, claims without valid reproduction cases or with incomplete descriptions. Unavailable time starts when Client informs Warpwire Live of the Service interruption via email to email@example.com. Unavailable time ends when Service is restored to Client’s application. Service credits are calculated as a percentage of the total charges paid by Client each month. To receive a credit, Client must contact Warpwire Live within two (2) business days following the end of the unavailability via email at firstname.lastname@example.org and include the dates and times of unavailability. If the percentage of uptime applicable to the month of such a request is confirmed to be below 99.9%, Warpwire Live will issue Client a service credit of 3% of Client’s monthly plan amount for every additional 30 minutes of unavailability below the 99.9% guarantee (up to 100% of customer’s monthly fee). This Service Level Guarantee is the sole and exclusive remedy for Warpwire Live unavailability. Client hereby acknowledges and agrees that Warpwire Live will not be liable for any temporary delay, outages or interruptions of the Services. Client is not entitled to a credit if Client is in breach of any term of this Agreement (including payment obligations to Warpwire Live) or any other agreement Client has made with Warpwire Live. Warpwire Live Service Level Guarantee does not apply to free accounts.
Client hereby acknowledges that Warpwire Live will use commercially reasonable efforts to maintain uptime, but reserves the right to temporarily suspend service to implement updates, upgrades, system repairs and service migrations for Service maintenance. Warpwire Live is under no obligation to inform Client of such maintenance.
(a) General: As between Client and Warpwire Live, Warpwire Live exclusively owns and reserves all right, title and interest in and to Warpwire Live’s Services. As between Client and Warpwire Live, Client exclusively owns and reserves all right, title and interest in Client’s applications. (b) Use of Trademarks: Subject to this Agreement, both parties grant the right to use and display the other party’s name and logo on their respective websites and in other promotional materials solely in connection with each of their respective activities under this Agreement.
Network and system security violations are prohibited by Warpwire Live and Warpwire Live reserves the right to pursue criminal and/or civil charges and/or work in conjunction with legal authorities in relation to any such violation. Examples of such violations are, but not limited to, the following: unauthorized access of network, servers, data, and files that Client does not have permission to access. Any attempt to interfere or disrupt the Warpwire Live Service by using the following methods without limitation: flooding, mail-bombing, denial of service attacks, any other deliberate attempts to overload the system, or any usage or attempted usage of Services for which Client is not authorized to use. Any attempt to test, probe or scan the Warpwire Live system, or use the Warpwire Live system for the purposes of such tests, in order to ascertain vulnerability, or any attempt to breach security or authentication measures without authorization.
(a) Confidentiality: Each party hereby acknowledges that it may be exposed to confidential and proprietary information belonging to the other party or relating to its affairs, including without limitation technical information and development techniques, business and financial information, visitor and/or customer lists and other information designated by a party as confidential or proprietary (“Confidential Information”). Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the party, or (iii) information received by a party from a third party who was free to disclose it. Each party agrees that during the term of this Agreement and at all times thereafter it shall not use, commercialize or disclose the other party’s Confidential Information except in performing its obligations under this Agreement. Each party shall use the same degree of care in safeguarding the other party’s Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall it use less than due diligence and care. Neither party shall alter or remove from any Confidential Information of the other party any proprietary, copyright, trademark, or trade secret legend. (b) Trade Secrets: Warpwire Live represents that its hardware and software configurations are trade secrets. Client shall not access internal components of hardware; source codes or object codes of software or any other internal hardware or software configurations by either direct means or by means of any process of reverse engineering. Client agrees that by failing to comply with this provision, Warpwire Live will be irreparably damaged, and therefore Client shall be assessed liquidated damages of not less than $5,000.00, in addition to any other damages incurred. By assessing liquidated damages Warpwire Live does not waive its right to use any other legal remedy available to it.
The parties acknowledge that violation by one party of any or all of the provisions of Section 14, above, would cause irreparable harm to the other party not adequately compensable by monetary damages. In the event of an actual or threatened violation of the Section 14, the non-violating party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing of it becomes aware of any violations of Section 14.
Warpwire Live does not warrant that the Services will function as described, will be uninterrupted or error free, or free of harmful components, or that the data stored within the service offerings will be secure or not otherwise lost or damaged. Warpwire Live shall not be responsible for any service interruptions, including, without limitation, power outages, internet outages or malfunctions, virus attacks, system failures or other interruptions. Warpwire Live makes no warranty, and Client does not receive any warranty, in either case, express or implied, concerning the services to be rendered hereunder, and all such warranties, including without limitation the warranties of merchantability, fitness for a particular purpose non-infringement, course of dealing or usage of trade, are expressly excluded.
All liability of Warpwire Live to Client related to this Agreement shall be governed by the terms of this Agreement and shall not exceed the amount paid to Warpwire Live by Client for Services provided this limitation does not apply in cases of Warpwire Live’s gross negligence, recklessness, or willful misconduct. In no event shall Warpwire Live be liable for any consequential or special damages arising from breach of warranty, breach of contract, negligence or any other legal theory, whether in tort or contract, even if Warpwire Live has been advised of the likelihood of such damages occurring, including without limitation, damages from interruption of business, loss of profits or business opportunities, loss of use of software, loss of data, cost of recreating lost data, cost of any substitute software, or losses caused by delay.
Warpwire Live is excused from, and will not be liable for, any failure or delay in performance of responsibilities otherwise imposed by this Agreement including, but not limited to, any delay, outages or interruptions of the Services, for any cause beyond its reasonable control. Such causes including without limitation acts of God, earthquake, labor disputes, shortages of supplies, actions of governmental entities, riots, war, fire, epidemics, power surges, other electrical malfunctions, or delays of common carriers or other circumstances beyond its reasonable control.
The parties to this Agreement agree that any dispute which may arise with respect to this Agreement, without limitation, will be governed and construed under the laws of the State of Maryland without giving effect to the principles of conflicts of law. The parties agree that the Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods will not apply to this Agreement.
Client agrees to attempt to resolve any dispute or claim arising against Warpwire Live by emailing email@example.com. Any controversy, claim or dispute arising out of, in connection with or relating to this Agreement shall be first submitted to mediation, which mediation shall take place in Baltimore, Maryland. In the event mediation is not successful, then the dispute may be resolved by binding arbitration, to be held in Baltimore, Maryland by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect as of the day the arbitration demand is made. For the avoidance of confusion, if both parties wish to submit the arbitration to AAA this is permitted, but not required, and an arbitration tribunal may be used. With respect to any uncollected invoice, if Warpwire Live shall have inquired as to whether there is a dispute as to whether payment is due and received no response for a period of not less than one (1) month or a response that there is no dispute, then Warpwire Live may bring a collection suit in a court resident in Baltimore, Maryland and Licensee consents to the exclusive jurisdiction of such courts in such matter; and if damages for a breach are not likely to be an adequate remedy, then either party may bring an injunction proceeding before any court with jurisdiction.
Client shall, in connection with use of Warpwire Live, comply with all applicable import, export and re-export control laws and regulations of any country, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control.
For notices made by Client to Warpwire Live under this Agreement and for questions regarding this Agreement or the Services, Client may contact Warpwire Live as follows: firstname.lastname@example.org and/or 19 Newport Drive, Forest Hill, MD 21050
This is the entire Agreement between the parties. This Service Agreement supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Headings are for reference purposes only and have no substantive effect. Each party is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Warpwire Live failure to enforce at any time any provision of this Agreement does not waive Warpwire Live’s rights to do so later. Use of Warpwire Live’s Services constitutes acceptance of this Agreement. All other terms shall be negotiated in good faith.