Welcome to the BrightSign Network, an online content distribution service provided by BrightSign (“Company”). These Terms govern your use of the Services, including the Software and its interaction with the Services.
1. The Services
1.1 Company’s Responsibilities. Company offers the Services to allow you to upload, transmit, manage, monitor and download text, graphics, video and other material selected and provided by you (“Content”) for use with one or more Devices purchased by you from Company or one of its authorized representatives.
1.2 Fees. The fees for this Services (“Fees”) are per Device and are established in your account for the Services. You agree to pay the Fees timely to Company. You agree that if you do not pay the Fees timely, your use of the Services may be discontinued or disallowed.
2. Warranties and Restrictions Regarding Content.
2.1 Representations and Warranties. You hereby represent and warrant to Company that (i) you hold all and exclusive right, title, and interest in and to the Content or you have secured all necessary licenses or clearances for the use of the Content, including without limitation all text, pictures, audio, video, logos, and copy contained in all Content and including without limitation all rights to copy, distribute, perform and display the Content and to create derivative works of the Content, or shall secure such licenses before using the Services to transmit or display such Content; and (ii) the use, transmission, and display of the Content will not infringe the copyright, patent, trademark, trade secret or other intellectual property right of any third party, or constitute defamation, invasion of privacy, or the violation of any right of publicity or any other right of any party.
2.2 Conditions. As a condition of your use of the Services, you agree that you will not:
2.2.1 Utilize the Services or the Device to display any Content that is unlawful, harmful, threatening, harassing, defamatory, obscene, pornographic, vulgar, invasive of another’s privacy or right of publicity, infringing of a third party’s intellectual property rights;
2.2.2 Utilize the Services or the Device to display any Content that is hateful, racially, ethnically, or otherwise objectionable, encouraging of conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law;
2.2.3 Utilize the Services or the Device to display Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
2.2.4 Utilize the Services or the Device to harm minors in any way, including, but not limited to, displaying Content that violates federal, state, international or any other child pornography laws, child sexual exploitation laws or laws prohibiting the depiction of minors engaged in sexual conduct;
2.2.5 Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content displayed utilizing the Services or the Device;
2.2.6 Utilize the Services or the Device to transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software; or
2.2.7 Interfere with or disrupt (or attempt to interfere with or disrupt) the Services or servers or networks connected to the Services.
2.3 If Company is notified of or has any reason to suspect that you are taking any of the actions above, Company may investigate and determine in its sole discretion whether to notify the proper authorities and/or terminate your access to the Services. Company may disclose any of your Content or electronic communication of any kind to satisfy any law, regulation, or government request or as necessary to protect the rights or property of Company, a third party or any other user of the Services.
2.4 You acknowledge and agree that the Services and the Device are not intended to be used to collect, store, process, transmit or make available any personally identifiable information, personal data, financial, medial or other protected information (collectively, “Personal Data”). You will not, and will not permit any third party to, upload into the Services or the Device, or otherwise utilize the Services or the Device to collect, store, process, transmit or make available any Personal Data. You will indemnify and hold harmless Company, its suppliers, officers, directors, employees, agents, successors, subsidiaries, sublicenses and assigns from and against any and all claims, damages, losses, costs and liabilities (including reasonable attorneys’ fees and court costs) arising out of or related to any collection, storage, processing, transmission or making available of Personal Data utilizing the Services or any Device.
You are being given a limited right to use the Services. Company and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Services. All rights not specifically granted in these Terms, including United States and international copyrights, are reserved by Company and its suppliers.
4. Unauthorized Use
You agree to notify Company immediately of any unauthorized use of your password or account for the Services or any other breach of security.
You agree to indemnify and hold harmless Company, its suppliers, officers, directors, employees, agents, successors, subsidiaries, sublicenses and assigns from and against any and all claims, damages, losses, costs and liabilities (including reasonable attorneys’ fees and court costs) arising out of or related to any breach of these Terms or violation of any law or the rights of a third party, by you or anyone acting under your direction, authority or control, including without limitation the publication, distribution, display or other use of the Content by you or by anyone using your password.
6. Changes to the Services
Company may make changes to the Services at any time without notice.
THE SERVICE AND THE FIRMWARE ARE PROVIDED BY COMPANY "AS IS" AND COMPANY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT THE SERVICE OR THE FIRMWARE WILL BE EFFECTIVE, ACCURATE, RELIABLE OR SECURE.
8. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY LAW, COMPANY AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST PROFITS, LOSS OF DATA, GOODWILL OR OTHER ECONOMIC ADVANTAGE, INTERRUPTION OF BUSINESS OR SERVICES OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THE FIRMWARE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER IN AN ACTION FOR BREACH OF CONTRACT, NEGLIGENCE, OTHER TORT OR ANY OTHER THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COMPANY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S LIABILITY, AND THE LIABILITY OF ITS REPRESENTATIVES, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAID TO COMPANY IN THE 12 MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION GIVING RISE TO LIABILITY AROSE. COMPANY, ITS SUPPLIERS, AND ITS REPRESENTATIVES SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO OR MISUSE OF ANY CONTENT BY ANY THIRD PARTY.
THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
9. Term and Termination.
Company may terminate these Terms and your access to the Services at any time, with or without cause. Sections 2, 3, 4, 5, 7, 8, and 11 will survive.
10. International Use
The Services is controlled, operated, and administered by Company from its offices in The United States of America (“USA”). Company makes no representation that the Services is appropriate or available for use at locations outside the USA. If you access the Services from a location outside the USA, you are responsible for compliance with all local laws where you reside.
11. Governing Law; Dispute Resolution
All legal issues arising from or related to the use of the Services, the Firmware and these Terms will be construed in accordance with the laws of the USA without regard to conflicts of law principles.
You may not assign or transfer these Terms under any circumstances. You agree that these Terms and all incorporated agreements may be automatically assigned by Company, in its sole discretion, to a third party in the event of a merger, acquisition or bankruptcy.
13. Entire Agreement; Waiver; Severability
These Terms constitute the entire agreement between you and Company with respect to the use of the Services. Company’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision or of any other rights or provisions in these Terms. If a court should find that one or more rights or provisions set forth in these Terms are invalid, you agree that the remainder of the Terms will be enforceable and that the invalid provision will be enforceable to the fullest extent permitted by law.