as a Service Subscription Agreement: TERMS &
– READ CAREFULLY:
COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPTANCE BUTTON,
YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE,
OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS
"CUSTOMER;" AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO
BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS ONLINE SUBSCRIPTION
AGREEMENT. OTHERWISE, DO NOT CLICK THE ACCEPTANCE BUTTON TO PROCEED AND YOUR
REGISTRATION PROCESS WILL BE DISCONTINUED.
Software as a Service Agreement (this "Agreement") is a legal and binding
instrument entered into as of the date of electronic acceptance by Customer (the
"Effective Date"), by and between the UCView Media company listed in Section 10
("UCView"), and "Customer," the individual or entity entering into this
Agreement. UCView reserves the right to amend this Agreement from time to time
without notice to Customer. The most current version of this Agreement can be
reviewed by clicking on the "Terms of Service" hypertext link located at the
bottom of UCView portal pages.
1.Description of Services.
UCView digital signage solutions products include services
(individually and collectively referred to as the "Services"), as more fully
described in subsections (a) through (g) immediately below. The selection(s)
made and submitted by Customer during the registration process will identify the
specific Service(s) subscribed to by Customer hereunder and the number of Named
Authorized User(s) for each Service, all of which shall be listed on Customer’s
Account. "Named Authorized Users" shall mean (i) for the Customer-designated
individuals (i.e., employees, contractors, consultants, etc.) who may access the
Services in accordance with this Agreement, and (ii) for the UCView Service, the Customer-designated host PCs
which may be accessed by authorized individuals (i.e., employees, contractors,
consultants, etc.) in accordance with this Agreement. The following describes
the Services currently offered by UCView Portal;:
1.UCView Digital Signage.
By subscribing to the UCView Software as a Service, Customer may access and use
the UCView Portal to control their digital signage display, design and upload
content and advertisements. For the
sole purpose of displaying content from various format on the display.
As part of the online registration process, UCView will collect certain limited
information about Customer ("Registration Data"). All Registration Data provided
by or on behalf of Customer must be current, complete and accurate, and Customer
is solely responsible for updating such Registration Data as necessary. UCView
reserves the right to terminate this Agreement immediately in the event any
Registration Data is found to be inaccurate, incomplete or not current at any
As part of the online registration process, Customer will choose a password and
a user name. Customer is entirely responsible for maintaining the
confidentiality of its password and account, and Customer is solely responsible
for any and all activities that occur under its account. Customer agrees to
notify UCView immediately of any unauthorized use of its account or any other
breach of security. UCView shall not be liable for any loss that Customer may
incur as a result of a third party using its password or account, either with or
without its knowledge. Customer may be held liable for losses incurred by UCView
or another party due to a third party using Customer's account or password.
As part of the registration process, UCView will collect certain additional
information related to billing and payment matters ("Payment Information"). Such
Payment Information will include a valid debit card or credit card number with
available credit sufficient to pay the applicable Subscription Fees, an election
of a preferred billing frequency, and other information as required by UCView.
All Payment Information provided by or on behalf of Customer must be current,
complete and accurate, and Customer is solely responsible for updating such
Payment Information as necessary. Customer hereby authorizes UCView, from time
to time, to take steps to determine whether the debit card or credit card number
provided is valid. UCView reserves the right to terminate this Agreement
immediately in the event any Payment Information is found to be inaccurate,
incomplete or not current at any time. UCView shall not be responsible for any
overdraft charge or other fees that may be incurred by UCView’s use of
Customer's debit card or credit card.
and Technical Support. Unless otherwise indicated on the Order Form, UCView will
provide basic customer and technical support to Customer's administrator. UCView
support obligation will be limited to e-mail, chat or telephone support to
Customer's administrator and/or End Users located in the U.S. and Canada during
UCView's normal support hours of 9:00 a.m. to 6:00 p.m. Pacific Time, Monday
through Friday (excluding all U.S. federal holidays). UCView will only provide
e-mail support to End Users outside the U.S. and Canada. All support will be
provided in English. Customer support and technical support will address issues
related to use of the Software (i.e., registration, navigation, configuration,
installation and troubleshooting), but will not include issues with respect to
any End Users' own Internet and network connectivity or computer hardware and
connectivity issues. UCView may conduct maintenance of the UCView hosted
Software servers, which will normally be performed each Sunday from 6:00 p.m. to
2:00 a.m. Pacific Time. During the scheduled maintenance time, the Service and
the Software will not be available for use by Customer or its End
Card Authorization. For pay-per-month subscriptions to the Software and actual
usage by Customer , Customer hereby authorizes UCView to charge Customer's
credit card each month from month to month or quarterly (every 3 months) based upon either the actual monthly
licenses or the subscription contract at the then published per month rates (as
applicable). No invoice or receipt will be provided to Customer for this
electronic authorization. Customer releases UCView from any and all liability
and claims resulting from any error or discrepancy that is not reported to
UCView within that ninety (90) day notice period.
and Promotional Offers.
From time to time, UCView may offer certain trial and/or promotional offers.
UCView reserves the right to discontinue or modify coupons, credits, trials and
promotional offers at its discretion and without notice. Any such trial or
promotional offers may not be combined with other coupons, credits, trials,
promotions or any other discounts, and are limited to one (1) per Customer.
UCView's use of any information provided by Customer, including without
limitation, Registration Data and Payment Information, is set forth in UCView's
respective Web page for each Service.
2.Customer Rights and Restrictions.
the Term of this Agreement, and upon Customer's payment of all applicable
Software as a Service Fees, UCView
will enable Customer to access and
utilize the Services as contemplated herein, and Customer may access and use the
Services subscribed to hereunder pursuant to and in accordance with the
provisions of this Agreement.
Content. In the process of using the Software or Service, the Customer and any
authorized End User will upload, download or otherwise transmit content to a
UCView digital signage server, including, but not limited to, PowerPoint presentations, Flash media files,
photographs, illustrations, icons, animation, text articles, audio clips, video
clips, live TV, streaming video ("Content"). The Customer therefore represents
and warrants to UCView that the Customer: is the owner or authorized user of the
Content; is solely responsible for the Content; and acknowledges and agrees that
UCView neither controls nor guarantees the accuracy, integrity, or quality of
the Content. The Customer will not use the Software or Service to upload, record
or otherwise transmit any Content that: (i) infringes any third party's
copyright, patent, trademark, trade secret or other proprietary rights or rights
of publicity or privacy; (ii) violates any law, statute, ordinance or
regulation; is defamatory, trade libelous, threatening, harassing, obscene,
harmful, or pornographic; (iii) contains any viruses or other software that is
intended to damage or interfere with (or surreptitiously intercept or capture)
any system, data or personal information. Because the Customer and its End Users
will be in control of the Content displayed online as a part of their use of the
Software or Service, Customer understands that by using the Services or Software
that End Users may be exposed to Content that is improper, offensive or in
violation of local, state or federal law and therefore under no circumstances
will UCView be liable to any person or entity for any alleged damages sustained
by the distribution of the Content to any End User. Upon termination of this
License Agreement, Customer agrees that any Content posted to the Customer's
UCView application will not be returned to Customer and will be removed from the
may not reverse engineer, decompile or otherwise attempt to decipher any code in
connection with the Services or any other aspect of UCView's technology.
may inform its Named Authorized Users, customers and employees that the Services
subscribed to hereunder are powered by UCView.
shall not access and/or use any of the Services in any manner that could damage,
disable, overburden, impair or otherwise interfere with or disrupt the UCView
Web sites, Services or any networks or security systems of UCView.
other rights are granted hereunder except as expressly set forth in this
This Agreement shall commence on the Effective Date and continue for the
subscription period as stated on Customer’s contract. The customer has the right to cancel their contract at any time.
2.Termination for Cause.
UCView reserves the right to terminate this Agreement immediately if Customer
breaches any of its material obligations under this Agreement.
3.Effect of Termination.
Upon termination of this Agreement, Customer will immediately discontinue all
access to and use of the Services and all display associate with the service
will stop displaying content. UCView shall not be liable for any
damages resulting from a termination of this Agreement as provided for herein;
provided, however, the termination of this Agreement shall not affect any claim
arising prior to such termination.
Customer is responsible for all Software as a Service Fees, and hereby
authorizes UCView to obtain payment of all such Software as a Service Fees in
accordance with the Payment Information, as stated on Customer's Account.
Customer shall also be responsible for all applicable taxes (withholding tax,
sales tax, services tax, value-added tax (VAT), goods and services tax (GST),
etc.) or duties imposed by any government entity or collecting agency EXCEPT
those taxes based on UCView net income. UCView customers may cancel their subscription at any time.
Unless expressly authorized in writing by the other party, neither party shall
disclose to any third party any non-public information or materials provided by
the other party under this Agreement and reasonably understood to be
confidential ("Confidential Information"), or use such Confidential Information
in any manner other than to perform its obligations under this Agreement. The
foregoing restrictions do not apply to any information
in or becomes available through the public
already lawfully in the receiving party's
known to the receiving party prior to the date of
known to the receiving party from a third party having an apparent bona fide
right to disclose the information, or (v)Confidential
Information that the receiving party is obligated to produce pursuant to an
order of a court of competent jurisdiction or a valid administrative subpoena,
providing receiving party provides disclosing party timely notice of such court
order or subpoena. Furthermore, Customer will keep in strict confidence all
passwords and other access information to the Services.
6.Governing Law; All Sales made in Los Angeles California THESE TERMS AND ANY SALE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES, REGARDLESS OF THE LOCATION OF THE CUSTOMER. ANY DISPUTE, ACTION OR LITIGATION MUST BE BROUGHT IN LOS ANGELES CALIFORNIA AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN LOS ANGELES CALIFORNIA, SUBMITS TO JURISDICTION THERE, AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER HEREBY AGREES THAT SUCH VENUE IS APPROPRIATE AND THAT UCVIEW'S AGREEMENT TO SELL AND DELIVER PRODUCTS TO THE CUSTOMER IS DEPENDENT ON THIS PROVISION
7.DISCLAIMER OF WARRANTIES.
CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY UCVIEW
ON AN "AS IS" BASIS, AND CUSTOMER'S ACCESS TO AND/OR USE OF THE SERVICES IS AT
ITS SOLE RISK. UCVIEW EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY,
SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. UCVIEW MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET
THE REQUIREMENTS OF CUSTOMER OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY
OR ERROR-FREE, NOR DOES UCVIEW MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION
OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE PLUG-IN WILL BE
CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA
DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF ANY OF
THE SERVICES IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR
ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM UCVIEW OR THROUGH THE
SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE
EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
8.LIMITATION ON LIABILITY.
IN NO EVENT SHALL UCVIEW BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR
INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED TO THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF
OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY OTHER DAMAGES), HOWEVER
CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF
CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT UCVIEW HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. UCVIEW LIABILITY HEREUNDER IS LIMITED TO
$50. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT
APPLY TO CUSTOMER.
Customer hereby agrees, at its sole expense, to indemnify, defend and hold
UCView harmless from and against any loss, cost, damages, liability or expense
arising out of or relating to (i) a third-party claim, suit, proceeding, action
or allegation of infringement based on information, data, files or other content
submitted by Customer or otherwise related to Customer's access to and/or use of
the Services; or (ii) any fraud or manipulation, or other breach of this
Agreement by Customer.
10.Installation, Maintenance and Training .
Re seller will, at Re seller’s expenses, (i) provide its customers in the Territory with all necessary training with respect to the operation of the Products, and (ii) if necessary, send Re seller’s technical and sales personnel to install the Products at the customers’ site in the Territory. Re seller will employ qualified personnel for the supply of service and maintenance of the Products in the Territory in accordance with UCView Media’s service and maintenance guidelines.
11.North and South America.
Customer is contracting with UCView located at 18425 Napa St, Northridge,
California 91325, United States and this Agreement will be governed by the laws
of the State of California, and in any dispute arising out of this Agreement,
Customer consents to the exclusive personal jurisdiction and venue in the State
and Federal courts within Los Angeles, California.
Each party hereby represents and warrants to the other party that it has all
necessary authority to enter into and perform its obligations under this
Agreement without the consent of any third party or breach of any contract or
agreement with any third party.
Customer may not assign its rights or delegate its duties under this Agreement
either in whole or in part, and any such attempted assignment or delegation
shall be void.
UCView will not be responsible for any delay, interruption or other failure to
perform under this Agreement due to acts beyond the control of UCView.
4.Choice of Law.
This Agreement and any dispute arising out of or in connection with this
Agreement shall be governed by and construed under the laws of the State of
California, without regard to the principles of conflict of laws.
Both parties agree to comply with applicable United States export and import
laws and regulations.
Customer hereby acknowledges that the Services are not designed or intended for
access and/or use in or during high-risk activities including, but not limited
to: medical procedures; on-line control of aircraft, air traffic, aircraft
navigation or aircraft communications; or the design, construction, operation or
maintenance of any nuclear facility. UCView hereby expressly disclaims any
express or implied warranty of fitness for such purposes.
UCView retains ownership of all
proprietary rights in or associated with all its products and services
(including the Services), and Customer may not use the UCView logo, or any other name, logo, icon or
mark identifying UCView's products and/or services (including the Services)
without prior written permission of UCView.
8.Compliance with Laws.
Customer shall comply with all applicable laws, rules and regulations relating
to Customer's access to and/or use of the Services.
The failure of either Customer or UCView in any one or more instance(s) to
insist upon strict performance of any of the terms of this Agreement will not be
construed as a waiver or relinquishment of the right to assert or rely upon any
such term(s) on any future occasion(s).
If any provision of this Agreement is declared by a court of competent
jurisdiction to be invalid, illegal, or unenforceable, such provision shall be
severed from this Agreement and the other provisions shall remain in full force
11.No Third Party
No person or entity not a party to this Agreement will be deemed to be a third
party beneficiary of this Agreement or any provision hereof.
This Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter hereof and supersedes all prior and
contemporaneous oral and written agreements and understandings with respect to
the same. No waiver or amendment of any term or condition of this Agreement
shall be valid or binding on either party unless agreed to in writing by both
Captions and headings are used herein for convenience only, are not a part of
this Agreement, and shall not be used in interpreting or construing this
Only the most current English version of this Agreement is binding. In the event
of inconsistency or discrepancy between the English version and any other
language version of this Agreement, the English-language version shall