Terms Of Service

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Terms Of Service

Terms Of Service

Please read these Software as a Service Terms and Conditions (“Agreement”) carefully before utilizing the services provided by Digital Signage OS (“Supplier”). By checking the “I Accept” box, you agree to be bound by the terms and conditions of this Agreement on behalf of yourself or the organization, company, or entity you represent (“Customer” or “You”). You also affirm that you possess the authority to legally bind the Customer to this Agreement.

If you lack such authority, or if you do not agree to all the terms and conditions of this Agreement, you must decline this Agreement, click “Cancel,” and you will not be granted any rights to use the Services offered by the Supplier. The Supplier’s acceptance is expressly conditional upon your assent to all terms and conditions of this Agreement, to the exclusion of any other terms. If this Agreement is considered an offer by the Supplier, acceptance is expressly limited to these terms.

 

Agreement Definitions

  • Affiliate: Any entity that, directly or indirectly, controls, is under common control with, or is controlled by a party. “Control” in this context signifies the power to direct or influence the management or policies of such entity, whether through beneficial ownership of voting securities, by contract, or otherwise.
  • Effective Date: The initial date on which the Customer accesses the Services.
  • Services: The Supplier’s hosted, internet-accessible digital signage management solution, known as Digital Signage OS, is provided to the Customer on a subscription basis under this Agreement or any other website address as may be communicated to the Customer (“Portal”).
  • Subscription Term:
    • For Paid Subscription Plans: This refers to the duration specified on each Order, for which the Supplier has committed to provide, and the Customer has committed to pay for, online access and use of the Supplier’s Services.
    • For Standard Free Plans: Unless otherwise terminated as per this Agreement’s provisions, the Free plan term continues indefinitely. If a Customer’s Account remains inactive (no login) for more than 365 days, it will be permanently deleted. The Supplier will send bimonthly (every 60 days of inactivity) reminder notifications, following the initial six (6) months of inactivity, before deleting your account. This provides an opportunity to maintain your Standard Free Plan or upgrade to a paid subscription. Upon account deletion, all content will become inaccessible and permanently deleted without recovery options.
  • Authorized User: Any employee, contractor, agent, or individual authorized by the Customer to access and utilize the Services through the Customer’s purchased subscriptions, for the purposes outlined herein. The Customer bears responsibility for ensuring Authorized Users’ compliance with this Agreement.
  • Software: The object code version of Digital Signage OS software and/or any software the Customer is granted access to as part of the Services, including all updates or new versions.
  • Documentation: User guides, online help, training materials, and any other documentation made available to the Customer regarding Service usage.
  • Registered Player: A computer (e.g., Raspberry Pi) or similar hardware device operating on the Supplier’s software, registered by the Customer according to the selected subscription plan (one subscription per Registered Player). Unless a Screen (defined below) is embedded, each Registered Player is intended for connection to a single Customer display, screen, and/or monitor (“Screen”) supported by the Services, enabling the Customer to view and project Content (as defined in Article 7.1).
    • The Customer is responsible for selecting, using, and ensuring compatibility of Registered Players not supplied by the Supplier. The Customer must verify the suitability of intended players with the Supplier.
    • For Registered Players supplied by the Supplier only: After one (1) full year of consecutive subscription payments, such Registered Player(s) become the property of the Customer and are not subject to return upon contract termination. These Supplier-provided Registered Player(s) are non-transferable and non-assignable to any other Customer and/or connectable to any other Customer’s Screen(s).
  • Intellectual Property:
    • (a) Any trademarks, trade names, business names, brand names, domain names, service marks, copyrights (including performing, author, or moral rights), designs, inventions, patents, franchises, formulas, processes, know-how, technology, and related goodwill.
    • (b) Any applications, registrations, issued patents, continuations in part, divisional applications, or analogous rights or license rights thereof.
    • (c) Trade Secret Information.
    • (d) All other intellectual or industrial property.
  • Intellectual Property Rights: The ownership of or license or other right to use any Intellectual Property.
  • Order: A formal ordering document executed by both the Supplier and the Customer.

 

Article 1 – Grant of Rights

Subject to the Customer’s adherence to the terms and conditions outlined herein, the Supplier grants the Customer a non-exclusive, non-assignable, limited right to access and use the Services. This right is solely for the Customer’s internal business operations and is limited to the maximum number of Registered Players specified in the documentation, for the entire Subscription Term. If you purchase a Subscription, the Supplier will exert commercially reasonable efforts to provide access to the Services in accordance with the Service Level Agreement.

 

Article 2 – Registered Players Subscriptions

The maximum number of Registered Players that the Customer may register on the Services, via its Authorized Users, shall not exceed the number of Registered Player subscriptions the Customer has purchased.

Each subscription corresponds to a unique Registered Player. Once subscribed, this enables Authorized Users to access and use the Services via a password-protected login to the Portal. Each Authorized User is responsible for maintaining the security of their account and password. The sharing of a single login by multiple Authorized Users is strictly prohibited. Upon the Supplier’s written request, the Customer shall permit the Supplier to audit the Services for any underpaid subscriptions. Any person conducting such an audit shall protect the Customer’s confidential information and comply with the Customer’s reasonable security procedures. The Customer may register an unlimited number of Authorized Users at no additional cost.

The Customer shall employ all reasonable efforts to prevent any unauthorized access to, or use of, the Services and/or the Documentation.

 

Article 3 – Restrictions

The Customer shall not knowingly:

  • (a) Modify, alter, adapt, copy, translate, perform, display, or create derivative works based on the Software or Services, or engage in any action that may constitute copyright infringement under applicable law.
  • (b) Decompile, reverse engineer, disassemble, or otherwise attempt to obtain the source code for the Software.
  • (c) Merge or bundle the Software with other software.
  • (d) Except as permitted under Articles 1 and 2, sell, license, lease, publish, display (publicly or otherwise), distribute, or otherwise transfer or make available—either directly or via another reseller—the Services to any third party.
  • (e) Duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts (including the look and feel of the Services).
  • (f) Knowingly access, store, distribute, or transmit any viruses or any material during the course of using the Services that is unlawful, harmful, defamatory, infringing, facilitates illegal activity, depicts sexually explicit images, and/or causes damage or injury to any person or property.
  • (g) Use the Service for any commercial purpose other than as described in this Agreement.

Without prejudice to any other rights and remedies of the Supplier, the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the restriction provisions of this clause.

 

Article 3A – Export Controls

The Customer acknowledges that the Services may be subject to U.S. and international export control laws and regulations. The Customer agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control. The Customer agrees not to—directly or indirectly—sell, export, re-export, transfer, or divert the service provided by the Supplier to any destination, entity, or person or for any end use prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Additionally, you warrant that you are not (1) a resident in or located in Cuba, Iran, North Korea, or Syria, or sanctioned regions of Ukraine including Crimea or DNR and LNR; (2) a denied, restricted, or prohibited party as specified in the regulations listed above; or (3) owned or controlled by anyone listed in (1) or (2). This export control clause shall survive the termination or cancellation of this Agreement.

 

Article 4 – Customer’s Obligations

The Customer undertakes to:

  • Provide reasonable information and assistance to the Supplier to enable the Services to be rendered effectively.
  • Comply with all applicable local, state, national, and foreign laws in connection with its use of the Services.
  • Notify the Supplier immediately of any unauthorized use of the Services.
  • Designate a qualified employee as the Customer’s administrator for the Services.
  • Collect, input, and update all Registered Players and Authorized Users data and material provided for use with the Services.
  • If on a Free plan account, not maintain—either directly or indirectly—more than one Free plan account.
  • Use compatible hardware in order to use the Services.
  • Limit the use of Registered Players exclusively for the Services.

The Customer may include a separate End User License Agreement (“EULA”) that will govern the relationship between the Customer and Authorized Users and such Authorized Users’ access to the Services, including Customer Content. The applicable EULA is solely between the Customer and the Authorized User. The Supplier shall not be responsible for, nor have any liability whatsoever under, any EULA. The EULA must include legally enforceable provisions that obtain all necessary licenses, rights, consents, and permissions from each Authorized User, and comply with the terms, restrictions, and conditions in this Agreement and all applicable laws, rules, and regulations.

 

Article 5 – Payment for Services (Applies only to Customers on paid subscription plan)

Price

The Supplier reserves the right to determine pricing for the Services. The Supplier will make reasonable efforts to keep pricing information published on the website up to date, available at https://www.digitalsignageos.com/pricing. We encourage you to check our website periodically for current pricing information. The Supplier may change the fees for any feature of the Services, including additional fees or charges, provided the Supplier gives you advance notice of such changes before they apply. The Supplier, at its sole discretion, may offer promotional offers with different features and pricing to any of its customers. Unless extended to you, these promotional offers will not apply to your specific offer or this Agreement.

The Customer shall pay subscription fees to the Supplier for the Registered Players subscriptions and order Services in accordance with this clause and the applicable Order.

The Customer shall pay all undisputed invoices from the Supplier within 30 days of receipt. Payment of amounts due to the Supplier shall be made according to the payment schedule set forth on the applicable Order by wire transfer or other immediately available funds. The Customer must provide valid and complete contact and billing details on the Order. Unless expressly stated otherwise, fees are non-refundable. Any physical goods will be shipped to the Customer upon confirmed receipt of payment.

The fees stated in the applicable Order are exclusive of all federal, state, municipal, or other government excise, sales, use, value-added, or other taxes currently in force or enacted in the future. The Customer shall pay any such tax (excluding taxes on the Supplier’s net income) that the Supplier may be required to collect or pay now or at any time in the future with respect to such fees.

You also authorize the Supplier or a third-party payment processor to charge all sums for the orders you enter into, orders you make, and any level of Services you select as described in this Agreement or published by the Supplier, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, the Supplier or a third-party payment processor may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

Subscription Services and Recurring Payments

The Services may include automatically recurring payments for periodic charges (“Subscription”). The price and restrictions of any Subscription will be set forth in the applicable Order. If the Customer activates a Subscription, you authorize the Supplier to periodically charge, on an ongoing basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date you purchase your first Subscription. For information on the “Subscription Fee,” please refer to our https://www.digitalsignageos.com/pricing page. Your account will be charged automatically on the Subscription Billing Date for all applicable fees and taxes for the next Subscription period. The Subscription will continue unless and until you cancel your Subscription or we terminate it. You must cancel your Subscription before it renews to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide during registration (or to a different payment method if you update your payment information). You may cancel the Subscription via your Portal or by contacting us at support@digitalsignageos.com. If you terminate the Subscription for convenience within the first thirty (30) days of an annual Subscription, you will be eligible for a refund of any pre-paid amounts, subject to: (A) You returning all Supplier-supplied Registered Players no later than thirty (30) days following Subscription termination; (B) returned Registered Players being delivered to the Supplier in their original packaging, case, with contents and accessories included, in no tear-and-wear condition; and (C) You bearing any and all associated shipping and delivery costs for the Registered Players’ return. The Supplier will process a refund of any prepaid amounts to the original payment method used for the Subscription within thirty (30) days of the Registered Players’ prompt and duly delivery to the Supplier. Such a refund is not available for any renewal Subscription period. If you choose not to renew a Subscription, your account will be downgraded to the Free Plan of the Services, and you acknowledge and accept that this may result in Customer Content becoming inaccessible or permanently deleted.

 

Article 6 – Ownership of Intellectual Property

The Supplier (including any of its Assignors) retains all Intellectual Property Rights in and to the Software, the Portal, the Services, and their respective components, including the source code, Documentation, appearance, structure, organization, preparatory design material, and all other elements of the Services (“Materials”). All Materials within the Services (including proprietary pre-formatted Layouts and signage templates) are the property of the Supplier or its third-party licensors. Other than the right to use the Services for the term provided in this Agreement, nothing in this Agreement grants the Customer any right in the Services. The Supplier reserves all rights to the Materials not expressly granted in this Agreement. The Customer may not transfer for value or use the Services (including Materials) for any commercial—or otherwise—purpose other than that described in this Agreement.

To the extent the Customer provides the Supplier with any feedback relating to the Services (including feedback related to usability, performance, interactivity, bug reports, and test results) (“Feedback”), the Supplier will own all right, title, and interest in and to such Feedback (and the Customer hereby makes all assignments necessary to achieve such ownership).

The Customer shall promptly report to the Supplier any third-party claim relating to the intellectual property rights in the Services or the Software, any associated documentation, or the Supplier’s trademarks that comes to the Customer’s attention.

 

Article 7 – Personal Data

7.1. Customer acknowledges and agrees that Digital Signage OS’s performance of this Agreement necessitates Digital Signage OS processing, transmitting, and storing personal data under the Customer’s documented instructions, as further specified in the Data Processing Addendum (“DPA”), which is hereby incorporated by this reference.

7.2. Customer further acknowledges and agrees that Digital Signage OS may process contractual data, strictly as necessary for billing and payments. Additionally, in aggregated form, service usage data may be processed for analysis and benchmarking, as detailed in Digital Signage OS Privacy Policy, which is incorporated herein by reference and forms an integral part of this Agreement. Digital Signage OS shall comply with applicable Data Protection Laws and Regulations, as defined in the DPA, and shall undertake data protection obligations no less protective than those set forth by the DPF Principles and Module 1 of the Standard Contractual Clauses (SCCs), as applicable and defined in the DPA. Customer hereby acknowledges and agrees that Digital Signage OS shall process the Customer’s name and email address to communicate with the Customer for the presentation and promotion of the Services or new services. The Customer may, at any time and free of charge, unsubscribe from such electronic communication by simply clicking the “unsubscribe” button within the electronic communication.

 

Article 7A – Customer Content

7A.1. Customer Content Generally. Certain features of the Services allow users to upload content to the Services, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“Customer Content”), and to publish Customer Content. You retain any copyright and other proprietary rights you may hold in the Customer Content you post to the Services.

7A.2. Limited License Grant to Supplier. By providing Customer Content to or via the Services, you grant the Supplier a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify (for the purpose of formatting for display), and distribute your Customer Content, in whole or in part, for providing the Services as described in this Agreement.

7A.3. Customer Content Representations and Warranties. The Supplier disclaims any and all liability concerning Customer Content. You are solely responsible for your Customer Content and the consequences of providing Customer Content via the Services. By providing Customer Content via the Services, you affirm, represent, and warrant to us that: (a) you are the creator and owner of the Customer Content, or possess the necessary licenses, rights, consents, and permissions to authorize the Supplier and users of the Services to use and distribute your Customer Content as required to exercise the licenses granted by you in this Section, in the manner contemplated by the Supplier, the Services, and this Agreement; (b) your Customer Content, and its use as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including intellectual property rights; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (iii) cause the Supplier to violate any law or regulation; and (c) your Customer Content could not reasonably be deemed objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

7A.4. Customer Content Disclaimer. We are under no obligation to edit or control Customer Content that you or other users post or publish, and will not be responsible or liable for Customer Content in any way. However, the Supplier may, at any time and without prior notice, screen, remove, edit, or block any Customer Content that, in the Supplier’s sole judgment, violates this Agreement or is otherwise objectionable. You agree to waive, and hereby waive, any legal or equitable right or remedy you have or may have against the Supplier with respect to Customer Content. If notified by a user or content owner that Customer Content allegedly does not conform to this Agreement, we may investigate the allegation and determine, in our sole discretion, whether to remove the Customer Content, a right we reserve to exercise at any time and without notice. For clarity, the Supplier does not permit copyright-infringing activities on the Services.

7A.5. Monitoring Content. The Supplier does not control and has no obligation to monitor: (a) Customer Content; (b) any content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that the Supplier reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes.

 

Article 7B – Copyright and Intellectual Property Protection

7B.1. Content of Notification. Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information: (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) A description of the copyrighted work or other intellectual property that the Customer claims has been infringed; (c) A description of the material that the Customer claims is infringing and where it is located on the Services; (d) The Customer’s address, telephone number, and email address; (e) A statement by the Customer that it has a good-faith belief that the use of the materials on the Services of which the Customer is complaining is not authorized by the copyright or intellectual property owner, its agent, or the law; and (f) A statement by the Customer that the above information in its notice is accurate and that, under penalty of perjury, the Customer is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

7B.2. Repeat Infringers. The Supplier will promptly terminate the accounts of users who are determined by the Supplier to be repeat infringers.

 

Article 7C – Third-Party Terms

7C.1. Third-Party Services and Linked Websites. The Supplier may provide tools through the Services that enable you to export information, including Customer Content, to third-party services. This includes features that allow you to link your account on the Supplier’s platform with an account on a third-party service (e.g., Twitter or Facebook), or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that the Supplier may transfer that information to the applicable third-party service. Third-party services are not under the Supplier’s control, and, to the fullest extent permitted by law, the Supplier is not responsible for any third-party service’s use of your exported information. The Services may also contain links to third-party websites. Linked websites are not under the Supplier’s control, and the Supplier is not responsible for their content.

7C.2. Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services are provided to you subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

 

Article 8 – Confidential Information

During the Term of this Agreement, each party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) confidential or proprietary materials and information (“Confidential Information”). All materials and information disclosed by the Disclosing Party to the Receiving Party under this Agreement, identified as “Confidential” or bearing a similar legend at the time of disclosure, and all other information that the Receiving Party reasonably should have known was the Disclosing Party’s confidential information, will be considered “Confidential Information.” For clarity, the Services, all pricing information, and the terms of this Agreement are Confidential Information of the Supplier. The Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the Disclosing Party’s prior written consent. The Receiving Party will use the Confidential Information internally only for the purposes contemplated under this Agreement. The obligations in this section will not apply to any information that: (a) is made generally available to the public without breaching this Agreement; (b) is developed by the Receiving Party independently of the Disclosing Party’s Confidential Information; (c) is disclosed to the Receiving Party by a third party without restriction; or (d) was in the Receiving Party’s lawful possession prior to disclosure to the Receiving Party and was not obtained directly or indirectly from the Disclosing Party. The Receiving Party may disclose Confidential Information as required by law or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon the Disclosing Party’s request, the Receiving Party will return all of the Disclosing Party’s Confidential Information in its possession, including all copies and extracts thereof. Notwithstanding the foregoing, (i) the Receiving Party may disclose Confidential Information to any third party to the limited extent necessary to exercise its rights or perform its obligations under this Agreement, provided that all such third parties are bound in writing by confidentiality and non-use obligations at least as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement; and (ii) all Feedback shall be solely, as between the parties, Confidential Information of the Supplier.

 

Article 9 – Limited Warranty and Disclaimer

9.1. Each party warrants that: (a) it is a validly existing and duly incorporated company in accordance with respective local laws; (b) it has full power, legal right, and authority to enter into this Agreement, and to perform all acts and execute and deliver all other documents as required hereunder; (c) it has taken all necessary corporate action to authorize the creation, execution, delivery, and performance of this Agreement, and to observe and perform its provisions; and (d) it possesses all licenses, authorizations, consents, approvals, and permits required by applicable Laws to perform its obligations under this Agreement.

9.2. The Supplier further warrants that during the term of this Agreement, when utilized in accordance with their current User Documentation and under normal use and circumstances, the Services (i) will be provided in a manner consistent with industry best practices and standards applicable to their provision; (ii) will operate in material conformance with their User Documentation; and (iii) shall be accessible to the Customer and its Authorized Users and be adequately functional during the subscription term.

9.3. Except as expressly set forth in the preceding paragraphs of this Article 9, the Supplier makes no other representations, warranties, or conditions of any kind concerning the Service, the products, or their use or accuracy, and shall not be liable in any manner for any such representation, warranty, or condition. Specifically, the Supplier and third parties disclaim all warranties, express, implied, or statutory, regarding the Services and the Software, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No representation or other affirmation of fact regarding the Portal and the Services shall be deemed a warranty or guarantee for any purpose or give rise to any Supplier’s or third parties’ liability whatsoever. The Customer acknowledges that it relied on no warranties or statements other than as may be set forth herein.

 

Article 9A – Limited Warranty Regarding Registered Players

The Supplier warrants that the Registered Players covered by this limited warranty will function properly when used in accordance with their normal and customary intended use, specifically in an ordinary manner and in compliance with all instructions provided by us or the manufacturer, for a period of one year from the purchase date stated on the Customer’s invoice, subject to all terms and conditions of this limited warranty.

 

Article 10 – Limitation of Liability

10.1. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL THE SUPPLIER OR ITS AFFILIATES BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING FROM OR RELATED TO THE CUSTOMER’S ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE SUPPLIER ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE SUPPLIER ENTITIES TO THE CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE SERVICES, OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT THE CUSTOMER PAID TO THE SUPPLIER FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) $100.

10.2. Each provision within this Agreement that establishes a limitation of liability, a disclaimer of warranties, or an exclusion of damages is intended to, and effectively does, allocate the risks between the parties to this Agreement. This risk allocation is a fundamental element of the basis upon which this Agreement was formed. Each of these provisions is separate and independent from all other provisions of this Agreement. The limitations specified in this section will apply even if any limited remedy fails to achieve its essential purpose.

 

Article 11 – Indemnification

The Customer will defend, indemnify, and hold the Supplier harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs, and expenses (including attorneys’ fees) arising from or in connection with: (a) the Customer’s breach of any applicable laws or regulations (including those related to privacy); (b) the Customer’s or any Authorized User’s use of the Services; (c) the Customer’s violation of any agreements it has with any Authorized User; and (d) the Customer’s misappropriation or infringement of a third party’s intellectual property rights.

 

Article 12 – Term and Termination

12.1. Term of Agreement. This Agreement commences on the Effective Date and remains in effect unless terminated in accordance with its provisions (the “Term”). Upon the effective date of termination of this Agreement, all active Subscriptions under the Agreement will also terminate, unless otherwise mutually agreed upon by the Supplier and Customer.

12.2. Termination for Cause. Either party reserves the right to terminate this Agreement at any time, by providing written notice, without liability to the other party, upon the occurrence of any of the following events: a. If the other party commits a breach of any terms or conditions of this Agreement, and such breach remains unrectified within 30 days after receiving a notice to rectify from the non-defaulting party. b. If the other party becomes insolvent, makes a general assignment for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law (domestic or foreign), is liquidated (voluntarily or otherwise), or experiences any similar action due to debt. c. If the Customer engages in illegal activities.

12.3. Termination for Convenience. The Customer may terminate this Agreement at any time for convenience by providing the Supplier with 30 days’ prior written notice, in which case any active Subscription will also be considered terminated. Should the Customer terminate this Agreement for convenience, any pre-paid fees to Digital Signage OS corresponding to the unused Subscription term are non-refundable.

12.4. Effect of Termination. In the event of the expiration or termination of this Agreement for any reason: a. All granted licenses shall immediately cease. b. Each party shall return and cease all further use of any equipment, property, or items belonging to the other party. c. The Supplier may destroy or otherwise dispose of any Customer Data in its possession.

*For Paid Subscription Plan Customers Only:*

  1. The Customer (if on a paid subscription plan) will pay any amount due prior to Termination.
  2. Articles 3, 3A, 5, 6, 8, 9.3, 10, 11, 12.3, 12.7, 13, 14, 15, 16, 17, 18, 19, and 20 shall survive the termination of this Agreement.

 

12.5. No Refund. The Customer acknowledges that, should this Agreement be terminated for convenience, any pre-paid fees to the Supplier corresponding to the unused Subscription Term are non-refundable.

12.6. Effect of Non-Renewal of Paid Subscription Plan. In the event of a Subscription Term non-renewal by the Parties, the Customer understands that Services will be downgraded to the Standard Free Plan. Use and access will be limited and governed by the Supplier’s Terms of Service, as displayed at https://www.digitalsignageos.com/terms-of-service and as may be periodically modified at the Supplier’s sole discretion.

12.7. Modification of the Services. The Supplier reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features), temporarily or permanently, without notice to the Customer. The Supplier will have no liability for any changes to the Services or any suspension or termination of the Customer’s access to or use of the Services.

 

Article 13 – Modification

The Supplier reserves the right to modify this Agreement on an ongoing basis at any time upon seven days’ notice. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies the Customer’s rights or obligations, the Supplier may require the Customer to accept the modified Agreement to continue using the Services. The Customer must accept these modifications to continue accessing or using the Services. If the Customer objects to the modifications, its exclusive remedy is to cease all access and use of the Services. If the effective date of the modifications falls within the term of an active Subscription and the Customer objects to the modifications, then (as its exclusive remedy) the Customer may terminate its affected Subscription upon notice to the Supplier, and the Supplier will refund to the Customer any pre-paid fees for the unused portion of the Subscription term. To exercise this right, the Customer must notify the Supplier of its objection and termination within 30 days after the Supplier provides notice of the modifications. Material modifications become effective upon the Customer’s acceptance of the modified version of the Agreement. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 14, this Agreement may only be amended by a written agreement signed by authorized representatives of the parties. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.

 

Article 14 – Entire Agreement

This Agreement, including any applicable Data Processing Addendum and Order, constitutes the entire Agreement and embodies the complete understanding between the parties concerning the matters referenced herein. No terms other than those expressly set out herein are implied. No terms, provisions, or conditions of any purchase order, acknowledgment, or other business form that either party may use in connection with the transactions contemplated by this Agreement will affect the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to such terms, provisions, or conditions. No amendment or modification of this Agreement shall be valid and binding unless made and confirmed in writing or otherwise signed by the parties.

 

Article 15 – Severability

Should any one or more provisions of this Agreement become invalid or unenforceable, it shall not affect the validity and enforceability of any other provisions, and such other provisions shall be deemed to remain in full force and effect.

 

Article 16 – Waiver

No waiver by either party of any default shall be considered a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

 

Article 17 – Authentic Text

The English language text of this Agreement shall be the sole authentic text.

 

Article 18 – Force Majeure

Neither party shall be liable for any failure or delay in performance due to any cause beyond its reasonable control. This includes, but is not limited to, accidents, acts of God, fire or water damage, criminal conduct, neglect, acts of war, riots, strikes, lightning, electrical disturbances, or other similar causes. This clause does not cover inability to meet financial obligations. The time for performance hereunder shall be extended by a period equivalent to the duration of such delay.

 

Article 19 – Marketing

During the Term of this Agreement: (a) the Customer agrees to participate in case studies and other similar marketing efforts reasonably requested by the Supplier; (b) the Supplier may disclose to third parties that the Customer is a client of the Supplier; and (c) the Supplier may include the Customer’s testimonials, other feedback regarding the Services, name, website URL, use case, and logo and other marks on and in the Supplier’s website, case studies, marketing materials, and conference presentations and other speaking opportunities. Upon request from the Customer, the Supplier will promptly cease making the disclosure and use described in the foregoing sentence, except to the extent already included in any then-existing materials.

 

Article 20 – Assignment

The Customer may assign or transfer this Agreement, in whole or in part, only with the Supplier’s prior written consent, which shall not be unreasonably withheld or delayed. Upon written notification, the Supplier may assign or transfer this Agreement, in whole or in part, and all or part of the payments, provided that the Supplier’s obligations to the Customer are not affected.

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