Updated December 1st 2011
This is an agreement between you or the entity that you represent (hereinafter “You” or “Your”) and Bizplay (hereinafter “Bizplay”, “We”, “Our”, or “Us”).
Bizplay provides an internet based platform to provide a service for digital signage management, hereinafter called the “Service”. It is comprised of a server and website at www.bizplay.com that manages displays, content and users, and its functions are available through the Bizplay website and an application program interface (API).
By using Bizplay’s service (the Service) or any Bizplay products or data feeds you signify your agreement to (1) these terms and conditions (the "Terms of Service") found at www.bizplay.com/terms_of_use , (2) Bizplay's privacy notice, found at www.bizplay.com/privacy_notice and incorporated herein by reference, and (3) Bizplay's Usage Guidelines, found at www.bizplay.com/usage_guidelines and also incorporated herein by reference. If you do not agree to any of these terms, the Bizplay privacy notice, or the Usage Guidelines, please do not use the Service and delete your Bizplay account. These Terms apply to anyone who uses the Service.
Although Bizplay may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version at www.bizplay.com/terms_of_use. Bizplay may, in its sole discretion, modify or revise these Terms of Service and policies at any time. By continuing your use of the Service, you're agreeing to these Terms. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
You may be required to create an account for one or more users to access the Services. You are solely responsible for the activity that occurs within your accounts, and you must keep your account passwords secure. You will be responsible for any activities that take place under your accounts, or that take place on or via any of your displays and other mediums. If you become aware of any unauthorized use of your accounts or any other breach of security, you must notify us immediately.
Although Bizplay will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Bizplay or others due to such unauthorized use.
If any information that you provide during registration is not accurate (or if we have reasonable grounds to believe so), then as detailed further below under “Termination,” we have the right to suspend or terminate your account and refuse to grant you further access to the Service.
You further agree that whether you register an account or not you are at least 13 years of age on the date that you used the Service.
General use of service
Bizplay hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:
- You agree not to alter or modify any part of the Service.
- You agree not to access Content through any technology or means other than those of the Service itself.
- You agree not to use the Service for any of the following commercial uses unless you obtain Bizplay's prior written approval:
- the sale of access to the Service;
- the sale of advertising, sponsorships, or promotions placed on or within the Service or
- content other than those explicitly facilitated by the Service;
- any use that Bizplay expressly authorizes in writing.
Bizplay reserves the right to discontinue any aspect of the Service at any time.
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of any data, text, information, links, graphics, photos, profiles, audio and video (“Content”).
- As a Bizplay account holder you may submit Content to the Service.
- Content such as examples and templates are provided to you AS IS. You may access and use that Content for your information and alter it to create Content for your use as permitted under these Terms of Service. Bizplay reserve all rights not expressly granted in and to the Service and the Content.
- You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
- You agree to only use Content you have created yourself or that Bizplay offers. For the use of Content from third parties other than those mentioned in these Terms you will comply to the Terms f use of the providers of that content. Although Bizplay will not be liable for your losses caused by any unauthorized use of third party content, you may be liable for the losses of Bizplay or others due to such unauthorized use. You agree not to use or show Content of other Bizplay users without their explicit written consent.
- You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Bizplay is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Bizplay with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Bizplay, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
- You are solely responsible for any “Content” that you publish on your displays via the Service.
- You understand that Bizplay uses password protected accounts to protect confidentiality however Bizplay does not guarantee confidentiality with respect to Content send from our Service to displays (“playing” your channels). You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Bizplay all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Service.
- For clarity, you retain all of your ownership rights in your Content. However, by submitting Content to Bizplay, you hereby grant Bizplay a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and Bizplay's (and its successors' and affiliates') business, including without limitation for redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. The above licenses granted by you in Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your Content from the Service. You understand and agree, however, that Bizplay may retain, but not display, distribute, or perform, server copies of your Content that has been removed or deleted.
- You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Bizplay all of the license rights granted herein.
- You further agree that you will not submit to the Service any Content or other material that is contrary to the Bizplay Usage Guidelines, currently found at http://www.bizplay.com/usage_guidelines , which may be updated from time to time.
- We don't own any of the Content that you upload or link to from the Service and as a result that you publish. We may preserve and store Content, and may also disclose Content if required to do so by law or if we believe in good faith that such preservation or disclosure is reasonably necessary to: (a) comply with legal process (e.g., subpoenas); (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of us, our users and the public.
- The Service may contain third party advertisements or materials, and/or links to third party websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies or practices of any third party websites. In addition, we do not and cannot censor or edit the content of any third party website. When you leave our Service, we encourage you to read the terms and conditions and privacy policies of the other websites. By using our Service, you expressly release us from any and all liability arising from your use of any third-party website or as a result of any third party presence on our Service.
Bizplay does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Bizplay expressly disclaims any and all liability in connection with Content. Bizplay does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Bizplay will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Bizplay reserves the right to remove Content without prior notice.
You understand and agree that as part of the Service, you may receive certain communications from us, such as account creation confirmations, service announcements, administrative messages and any of the opt-in newsletters. You will be able to opt out of most of these communications, but not others (such as those concerning your account, displays, users and other administrative or monitoring matters). Bizplay promises to never rent or sell your personal information, and you will never receive email from a third party as a result of your relationship with us, unless we explicitly ask and you explicitly opt in to do so.
Charges and Payment
We bill subscription charges, if any, one period in advance and unless agreed in writing, you authorize us to automatically charge your credit card or other agreed upon payment method at such time. We may modify our charges with 30 days prior notice to you. In addition to our charges we will also include applicable goods, sale, service or use taxes which we are required to charge by law and if there are additional taxes you agree to self assess and remit the additional tax - you are responsible for taxes, not us, and as such you will indemnify us for all liabilities in this regard.
We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice, without liability to you or any third party.
Term and Termination
The Terms of Service remain in effect while you continue to use the Service. You can Terminate the Service for any or no reason, with or without prior notice, at any time without liability for Termination. You may Terminate by ceasing to use the Services and providing us with written notice and you agree that you won't be entitled to a refund of any unused portion of charges billed, if any, for the Service to the date of Termination. We may Terminate the Agreement by discontinuing the provision of the Service to you and we will return all funds paid for the Services, if any, on a pro-rated basis. Bizplay will terminate a user’s account:
- if, under appropriate circumstances, the user is determined to be a repeat infringer.
- If we decide that Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. Bizplay may at any time, without prior notice and in its sole discretion, remove such Content.
You acknowledge and agree that the servers that are used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
Disclaimer of Warranties
The Service is provided on an "as is" and "as available" basis. You expressly understand and agree that your use of the Service is at your sole risk. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the service will be uninterrupted, timely, secure, or error-free, or that the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, or that any errors in the software will be corrected. We further make no representations or warranties for any third-party and any services, products, functions or content provided by them to you is between you and them.
Limitation of Liability
You expressly understand and agree that Bizplay, its officers, directors, employees or agents will not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if advised of the possibility of such damages), resulting from the use or the inability to use the Service, unauthorized access to or alteration of your transmissions or data, statements or conduct of any third party on the Service, or any other matter relating to the Service, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted in the applicable jurisdiction.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Bizplay, its parent corporation, officers, directors, employees and agents, and its subsidiaries, affiliates, advertisers, licensors, suppliers or partners, (collectively "Bizplay and Partners") from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.
Miscellaneous, But Important, Terms
These Terms of Service and the relationship between you and us will be governed by the laws of The Netherlands. Each of the parties hereto irrevocably attorns to the jurisdiction of The Netherlands, and further agrees to commence any litigation that may arise hereunder in the Courts of Justice in the Netherlands. These Terms of Service, together with any other agreements incorporated by reference or entered into between you and us in connection with your registration constitute the entire agreement between you and us and govern your use of the Service, superseding any prior agreements between you and us.
You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. If we fail to exercise or enforce any right or provision of the Terms of Service it will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such provision shall not affect the enforceability of such provision under other circumstances, or the remaining provisions hereof under all circumstances. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If at any point, you feel as though you have a dispute with us, you agree to abide by our dispute resolution principles:
- You agree to review our learning center and in particular our FAQ to see if your question has been previously answered.
- If that doesn't work, you agree to contact us at firstname.lastname@example.org outlining your problem.
- If that doesn't work, you agree to send us a letter, by registered mail, to Fred Raymondhof 1, 3543 HX Utrecht, The Netherlands.
- If, after two weeks, you haven't found a satisfactory resolution, you agree to submit to binding arbitration, to be conducted by a mutually agreed to Arbitrator, in The Netherlands, at your expense. If you win, we will pay the arbitration expenses and your reasonable attorney's fees. If we win, you agree to do the same for us.
- By accepting these terms, you waive your right to go to court and you explicitly waive your right to participate in a class action lawsuit.
Copyright and Trademark Notices
The Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or licensed to Bizplay and/or its suppliers, subject to copyright and other intellectual property rights under the law.
If you have any questions please send an email to email@example.com.