This Zeitcaster Community Calendar Agreement is entered by and between Zeitbyte LLC which has an address at 25 North Moore street, Suite 16, New York, New York 10013 (“Zeitbyte”) and the “Subscriber” which is the person or entity whose name and information is entered on the website located at https://zeitcaster.com/zeitcaster-for-businesses (together, the “Website”) to establish an ”Account” (as further set forth below). The Subscriber is also referred to as “You.”
The Zeitcaster Community Calendar, the Website, and the technology platforms on which they operate are owned by Zeitbyte and referred to together as “Zeitcaster.” The terms and conditions set forth in this document and the Website are together referred to as the “Agreement.” The “Effective Date” of the Agreement is the date on which the Account is active, as further set forth below. As used in this Agreement, the term “Event” covers a wide range of activities, such as local festivals, workshops, recitals and other events for members of the community. The same Event can occur more than once, as for example, a monthly recital. Zeitcaster displays listings of active Events, which are referred to as “Event Listings.”
2.1 With respect to each Event that You submit for listing on Zeitcaster, You are responsible for (a) making all arrangements with the venue; (b) ensuring that the date(s) of the Event and attendance requirements are accurate; (c) ensuring that You have all necessary rights, releases and permissions to have an Event listed on Zeitcaster and to submit content and information about the Event and other data and information (including links to websites) to Zeitcaster, including for example, all the copyrights and/or contractual rights for photographs, illustrations, text, images and the like; (d) for managing the Event properly; (e) ensuring that the promotion and holding of an Event and Your managing of the Event does not and will not violate the rules of the venue or applicable law (including local ordinances and health and safety codes), or be objectionable under community standards, or constitute a Prohibited Use as defined in Section 4.2(e); (f) paying all fees due to use Zeitcaster; and (g) safeguarding the username and password that You utilize (and other persons or entities acting on Your behalf utilize) to use Zeitcaster and being responsible for the results of any unauthorized use. “Includes” and its variants means “including without limitation.” For purposes of Event Listings, You can manage Events by using the procedures and technology provided on the Website.
2.2 You agree to and hereby grant Zeitbyte a perpetual, royalty-free license and right to list and post the Event on Zeitcaster and to modify Your Event Listings as Zeitbyte determines in its discretion is necessary or advisable. Zeitcaster may monitor and investigate Your use of Zeitcaster.
3.1 You open Your Zeitcaster Account in accordance with the directions and procedures on the Website and submitting the required information. Zeitbyte will send you a notice when your Account is opened and active. When the Account is active, Zeitbyte grants you the right to use Zeitcaster according to the terms of this Agreement.
3.2 To use Zeitcaster, You must select a Subscription Plan from those listed on the Website. The different Subscription Plans provide for a different number of Events held each month. The payment fees for each Subscription Plan are set forth on the Website. You pay Subscription Plan fees in advance on a recurring month-by-month basis until You cancel the Subscription Plan or Zeitbyte cancels the Subscription Plan or terminates the Agreement. You or Zeitbyte may cancel a Subscription Plan at any time. The cancellation of an Account or a Subscription Plan will result in the termination of the monthly renewal of the Subscription Plan. You acknowledge that Zeitbyte does not issue refunds for all or part of prepaid fees.
3.3 Fees are paid through Stripe, an external payment vendor. You must adhere to Stripe’s rules and procedures to effectuate payments and otherwise payment remains due and owing and the Subscription Plan is subject to termination for unpaid fees. Your use of Stripe is governed by Stripe’s terms of use and its end-user agreement terms. Zeitbyte reserves the right to change payment service vendor, and the rules and terms of services of any such new vendor will govern payment. Zeitbyte does not store Your credit card information on Zeitbyte servers.
4.1 Zeitbyte has the right to refuse to list an Event, or to remove an Event from Zeitcaster, and cancel Your right to use Zeitcaster for any reason, in its sole discretion and without liability or further obligation. Zeitbyte may exercise this right if it determines that Your attempted or actual use of Zeitcaster or any content that You submit is unlaw, harmful to others, or may or does give rise to liability. This includes, without limitation, any activity: (a) involving the transmission of unlawful, threatening, harassing, obscene, sexually explicit, pornographic, hateful, profane, libelous, or defamatory information; (b) that is junk mail or spamming; (c) enabling or participating in a cyberattack or malicious IT activity, including the dissemination or promulgation of malicious software code; (d) any violation of any person or entity’s intellectual property rights, confidentiality rights, data rights or rights of privacy or publicity; or (e) constituting a “Prohibited Use” set forth in Section 4.2.
4.2 A Prohibited Use is attempted or actual activity relating to the following: (a) circumvention, disabling or interfering with the operation of Platform or its access controls or security features; (b) extracting data from Zeitcaster except in accordance with Zeitcaster’s policies then in effect; (c) cyberattacks or malicious IT activity, including the dissemination or promulgation of malicious code; (d) obtaining or deriving the source code used to create, operate or maintain any Zeitcaster IT platform (including through unlawful reverse engineering, use of software scripts or other technology or IT assets or resources); (e) monetize content on the Zeitcaster other than the costs and revenue from Your Event itself; (f) modify Zeitcaster’s appearance or obscuring advertising that appears on Zeitcaster; or (g) claiming that any products or services are affiliated with or endorsed by Zeitbyte without Zeitbyte’s prior express written consent.
4.3 You acknowledge and agree that Zeitbyte has no control over the operations, suitability or condition of the venue you select for an Event and the Zeitbyte is not responsible for, and shall have not liability under any theory of law or otherwise, for any failure of the venue to comply with law or with respect to any Event at the venue that impairs its operation, including, without limitation and by way of example, any fire or similar event, or any action taken by, or any fines or other sanction imposed by, any governmental authority, for any reason, in connection with the venue, including, without limitation and by way of example, a finding that venue the fails to meet the requirement of any ordinance or similar law, and further including when any an action of a governmental authority finding precludes the holding of an Event.
4.4 Zeitcaster is provided “as is” and “as available.” You acknowledge and agree that the Zeitcaster may become inaccessible or unavailable from time to time and that Zeitcaster will not be error-free or free from malicious code in connection therewith. Zeitbyte will have no liability for the foregoing, without limiting any of the other provisions hereof.
5.1 You will select username(s) and password(s) for Yourself, and the persons and entities acting on your behalf, to use Zeitcaster. Usernames and passwords are obtained by following the procedures on the Website. You are response and liable for any unauthorized use of any username or password. You acknowledge and agree that Zeitbyte has no obligation to verify the identity of any person or entity using any usernames or passwords. You agree to immediately notify Zeitbyte if You learn of any attempted or actual wrongful use of any username or password or any unauthorized access to or use of Zeitcaster.
6.1 The Subscriber at its expense will indemnify, defend, and hold harmless Zeitbyte from and against all actual and threatened damages, losses, liabilities, payments, fines and sanctions arising out of any claim, action, lawsuit, proceeding, demand, notice of violation, litigation or regulatory or administrative proceeding by a third party (each an “Action”) resulting from, arising out of, in connection with, or relating to, the inaccuracy, untruthfulness or breach or alleged breach of any provision of Section 2.1, 4.1, 4.2 or 4.3. If Zeitbyte determines that it is or may be entitled to indemnification, it will provide, timely notice to Subscriber, and Subscriber will immediately take control of the defense and investigation of such Action at its cost and expense. Zeitbyte may participate in and observe the proceedings of any Action at its own cost and expense and with counsel of its own selection. Notwithstanding any of the foregoing, if after notice, the Subscriber fails to assume its obligation to defend, Zeitbyte may appear and defend to protect its interests and obtain reimbursement from the Subscriber without limiting any of Zeitbyte’s rights hereunder or the Subscriber’s obligations hereunder. Subscriber will not settle or compromise any such Action without Zeitbyte’s prior express, written consent. For the avoidance of doubt, “Action” includes an Action by or on behalf of a venue.
7.1 You will comply and will cause each such person or entity under its control with respect to Zeitcaster to comply with all applicable law and provide any information requested by Zeitbyte and on a timely basis. You are responsible and liable for acts or failures to act by any such person or entity as if such acts or failures to act were acts or failures to act by the Subscriber.
7.2 This Agreement sets forth the entire agreement between You and Zeitbyte with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements regarding the same. Neither party may assign or transfer this Agreement or its rights hereunder, without the prior written consent of the other party. Any attempted assignment is null and void. No provision of this Agreement may be waived or amended, except by a writing signed by the parties. Section headings are included for convenience of reference and do not constitute a part of the Agreement or expand or limit any terms hereof. Sections 2.1, 4.1, 4.2, 4.3 and 6 and the other Sections which by their nature should survive the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement. If any provision of this Agreement is held by a court to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect.
7.3 The parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of the other party. This Agreement will not be construed to create or imply any partnership, agency, or joint venture by or between the parties.
7.4 The failure or delay of either party to exercise any right or remedy provided for herein will not be deemed a waiver of any right or remedy hereunder.