Xibo EULA
(End Users Agreements License)

PLEASE READ THESE TERMS CAREFULLY

 

YOU MUST ONLY ACCEPT THESE TERMS IF YOU AGREE TO THEM IN THEIR ENTIRETY. By accepting these terms, You EXPRESSLY agree that:

 

This end user licence agreement (EULA) is a legal agreement between You (Customer, Licensee, You or Your) and Playmaker Pte Ltd (Playmaker, Us or We) incorporated and registered in Singapore with company registration number 201633376G:

 

1. Definitions and interpretation

 

1.1 Definitions

 

14 Day Demo: means a free 14-day trial of the Xibo Solution or Xibo Cloud after which period the trial may be converted into a full licence. If not converted to a full licence the Xibo Solution or Xibo Cloud will be automatically removed and any data in the CMS will be lost. The relevant terms of this Licence will apply during any trial period.

AGPLv3: means the GNU Affero General Public License 3.0 details of which can be found at https://opensource.org/licenses/AGPL-3.0.

Acceptable Use Policy: means Playmaker acceptable use policy as amended from time to time.

Applicable Laws and Regulations: means any laws or regulations that apply to the import, export or use of the Xibo Solution or Xibo in the Cloud in Your or any relevant jurisdiction, including any technology control or import or export restrictions.

Customer Account: means a customer database or our customer portal which We have up to date contact information. You are always required to have a valid email address registered to Your customer account. To update Your contact information. Email to support@playmaker.com.sg or update via the customer portal if available to You.

Customer Database: means a pool of customer’s account and contact information We manage in order to provide continuous Services to You.

Customer Portal: means the customer portal made available to You, or End Users, to manage account preferences and to maintain up to date contact information.

Documentation: means any documentation, including online documentation, Specification, Xibo Manual and Knowledge Base, provided by Us in the performance of this EULA and as amended from time to time;

End User: means the purchaser or licensee of the Xibo Solution or Xibo in the Cloud licence under the terms of this EULA;

EULA: means an End User Licence Agreement (EULA) provided by Playmaker that an End User must agree to adhere to in order to use Xibo Solution or Xibo in the Cloud.

Fees: means the fees or prices payable for a Xibo Licence as set out from time to time

Force Majeure: means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including without limitation war, strikes, natural disaster or adverse weather conditions;

Intellectual Property Rights (IPRs): means copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, the right to sue for passing off, mask works, utility models, domain names and all similar rights and, in each case:
a) whether registered or not,
b) including any applications to protect or register such rights,
c) including all renewals and extensions of such rights or applications,
d) whether vested, contingent or future and
e) wherever existing;

Open Source: means the following components of the Xibo Solution:
a) Xibo Content Management System (CMS)
b) Xibo Message Relay (XMR)
c) Xibo Manual
d) Xibo Windows Player, and
e) Xibo Linux Player

Release: means the release version of the Xibo Solution acquired by the End User (for example 1.8.X, or 1.9.x or 2.X.X) for which patches and updates shall be made available to the End User by Us under this EULA.

Services: means the products and Services to be provided by Playmaker to You.

Specification: means the specification for the Xibo Solution or Xibo Cloud as set out in the Documentation or made known to the End User and as amended from time to time.

Xibo in the Cloud: means the cloud-hosted version of the Xibo Solution, comprising proprietary or open source code, components or materials, including:
a) Content Management System (Xibo CMS)
b) Xibo Player(s) and associated display slots, URLs, domains and other elements purchased by the End User as part of the solution, and the Documentation.

Xibo Solution: means the Xibo Digital Signage Solution offered by Playmaker comprising proprietary or open source code, components or materials, including:
a) Xibo CMS
b) Xibo Message Relay (XMR)
c) Xibo Manual
d) Xibo Player(s)
that, among other features, powers digital signage networks on smart TV and display screens, and the Documentation.

1.2 Interpretation

In this EULA, unless the context otherwise requires:
1.2.1 the singular includes the plural and vice versa;
1.2.2 references to subclauses, clauses or Schedules are to subclauses, clauses or Schedules of this EULA;
1.2.3 references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
1.2.4 ‘including’ (or similar words) means including without limitation;
1.2.5 clause headings do not affect their interpretation; and
1.2.6 references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.

 

2. Grant and scope of licence, minor changes and Releases

 

2.1 Xibo Open Source Components

2.1.1 In consideration of You agreeing to abide by the terms of the AGPL 3.0 the following components of the Xibo Solution shall be licensed to You:
a) Xibo CMS
b) Xibo Message Relay (XMR)
c) Xibo Manual
d) Xibo Windows Player, and
e) Xibo Linux Player
collectively the ‘Xibo Open Source Components’.

 

2.2 Xibo Solution

2.2.1 In consideration of You agreeing to abide by the terms of this EULA, We hereby grant to You a personal licence to use the Xibo Solution, except the Xibo Open Source Components, subject to the following conditions:
(a) Exclusivity: the licence is non-exclusive;
(b) Transferability: the licence is non-transferable and cannot be sublicensed;
(c) Equipment: the Xibo Solution may only be used on the hardware and applications set out in the Specification;
(d) Purpose: the Xibo Solution may only be used in connection with the Customer’s own purposes subject to other restrictions on use in clause 3 (Use of the Xibo Solution); and
(e) Term: the EULA extends to a single Release of the Xibo Solution which Playmaker shall maintain for a reasonable period.

2.2.2 If You are ordering Xibo Solution this is a one-off purchase of digital content. We will make Xibo Solution available for download by You as soon as We accept Your order. Unless You have chosen our 14 Day Demo, or unless Xibo Solution is faulty or misdescribed, You will have no right to change Your mind or obtain a refund once the Xibo Solution is downloaded.

 

2.3 Xibo in the Cloud

2.3.1 In consideration of You agreeing to abide by the terms of this EULA, We hereby grant to You a personal licence to use the Xibo in the Cloud, and a single version of the Xibo Player (the cost of which is separate to a cloud slot licence), and associated elements as required by the End User, except the Xibo Open Source Components, subject to the following conditions:
(a) Exclusivity: the licence is non-exclusive and extends to the hosting of a single display slot for use with a single Xibo Player;
(b) Transferability: the licence is non-transferable and cannot be sublicensed;
(c) Equipment: Playmaker shall host the Cloud Xibo Solution while the Xibo Player may only be used on the hardware and applications set out in the Specification;
(d) Purpose: the Software may only be used in connection with the Customer’s own purposes subject to other restrictions on use in clause 3 (Use of the Solution) below; and
(e) Term: on a monthly or annual licence, as agreed by Playmaker or any authorised personnel.

2.3.2 If You are ordering Xibo Cloud this is an ongoing service or subscription to receive digital content. Unless You have chosen our 14 Day Demo, We will supply Xibo Cloud to You until the subscription expires or You or We end the contract under the terms set out under this Licence.

(2.2 and 2.3 shall be collectively referred to as a “Licence”).

 

3. Use of the solution

3.1 You shall not use the Xibo Solution or Xibo in the Cloud contrary to any restriction stated in this EULA, Terms and Conditions or in contravention of our Acceptable Use Policy (see clause 15).

3.2 If You purchase or use our Xibo digital signage solution – Xibo Solution or Xibo in the Cloud. You must agree to the End User License Agreement (EULA) and our Terms and Conditions.

3.3 By using our website or any of our Services, You confirm that You accept that We will only use personal information as set out in the terms of our Privacy Policy.

3.4 We amend these terms from time to time. Please check these terms regularly to ensure You understand the terms that apply at that time. We recommend that You print a copy of these terms for future reference.

3.5 Except as permitted by AGPL 3.0 You are not permitted to:
3.5.1 distribute, license, sell or otherwise deal in or encumber the Xibo Solution or Xibo in the Cloud;
3.5.2 translate, adapt, disassemble, reverse engineer or decompile the Xibo Solution (or any part of it), nor make any modifications, additions or enhancements to it;
3.5.3 combine, merge or otherwise permit the Xibo Solution (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it;
3.5.4 copy the Documentation, Xibo Solution (or any part of it), except for such back-ups as are reasonably necessary, provided that You keep accurate and up-to-date records of such copying;
3.5.5 use the Xibo Solution or Xibo in the Cloud on behalf of or make it available to any third party or allow or permit a third party to do so, unless expressly authorised by Playmaker or any authorised personnel.

3.6 Playmaker reserves the right to refuse Services and/or access to its servers and/or Services to anyone.

3.7 Playmaker does not allow any content which breaches our Acceptable Use Policy to be stored on its servers:

3.8 Refusal of Services based on the content being contrary to our Acceptable Use Policy is entirely at the discretion of Playmaker.

3.9 Playmaker reserves the right to move Your data to a different server with no previous notice.

3.10 We may update or require You to update the Xibo Player, Xibo Solution or Xibo in the Cloud to a new Release, for example in the case of a technical, operational or security risk, provided that the same shall always match the Specification – the Xibo Player or Xibo Solution will work with the current or previous Release of the operating systems as set out in the Specification (as it may be amended from time to time).

3.11 To guarantee optimal performance of Xibo Solution and Xibo in the Cloud it will be necessary for Playmaker or third-party partners who manage our servers/cloud subscriptions to perform routine maintenance. Such maintenance may require Us to take servers off-line, typically during off-peak hours. Where reasonably possible We will always aim to give advance notice of maintenance requiring the servers to be taken off-line.

3.12 Playmaker or third-party partners who manage our servers/cloud may access Your Xibo CMS on demand using an administrator account in order to provide support for the Xibo Solution or Xibo in the Cloud. We may also access the Xibo CMS at other times as necessary to ensure smooth running of the service to You and other users. In exceptional circumstances, this access may necessitate making changes to the way Your Xibo CMS is configured. Wherever possible We will always aim to give notice of what has been changed and the reason for such change.

3.13 Playmaker accept no liability to You or any third parties for losses arising from the purchase and/or use of any Services offered on our website, use of third-party servers or cloud-based Services, or directly purchased from a representative of Playmaker or any third-party affiliates.

3.14 Playmaker offer no extra warranty or guarantee for the Xibo digital signage solution.

3.15 The hardware(s) offered by Playmaker are intended to be used as a dedicated appliance for digital signage, and not as a multipurpose device. The installation of third-party applications or modifications to the hardware will void the warranty and service agreements made herein.

3.16 Unless otherwise agreed with Playmaker, Your Xibo Licence extends only to:
3.16.1. Use on one central processing unit (CPU) if the Licence is a single-user licence or for single use; or
3.16.2. if the Licence is a multi-user or network licence, for the number of concurrent users agreed between You and Us.

3.17 It is Your responsibility for backing up Your data and to keep any password provided to You or chosen by You for use and access to the Xibo Solution of Xibo in the Cloud confidential. In order to ensure security this password should be changed on a regular basis and We recommend that You use a password that comprises a combination of letters, numbers and symbols to better prevent unauthorized access or brute force attacks, and that a two-factor authentication system is utilised. We cannot be liable for any data losses or security issues that arise as a result of a misplaced, hacked or stolen password.

3.18 All data created or stored by You within Playmaker applications and servers and third-party servers are Your property. Playmaker shall allow access to such data by only authorized Playmaker personnel or third-party partners who manage our servers/cloud subscriptions. Playmaker makes no claim of ownership of any media, layout, or any other type of data contained within the account holder’s server space or within applications on our servers.

3.19 Playmaker does not backup Your data/installation beyond what has been advertised in Your plan and whilst every attempt would be made in the unlikely event of any corruption or hardware failure, Playmaker cannot guarantee to be able to replace lost data. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all Services interruptions caused by Playmaker and its employees.

3.20 You must ensure You comply with any Applicable Laws and Regulations applicable to Your use of the Xibo Solution or Xibo in the Cloud.

 

4. Limits on liability

4.1 Subject to the following, in no event shall the aggregate liability of any party to the other (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under or in connection with this EULA exceed:
4.1.1 the value of any Licence Fees paid by You for the Xibo Solution or Xibo in the Cloud in respect of any one claim or series of related claims; and
4.1.2 provided that this shall be subject to an overall limit of two times any monthly or annual Licence Fees paid under this EULA in respect of any and all claims, losses and damages arising under or in connection with this EULA.

4.2 One party’s liability to the other in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with this EULA shall not extend to any loss of profits, business opportunity, reputation or goodwill, data, anticipated savings or any special, indirect or consequential loss or damage whatsoever.

4.3 The parties agree that the limitations on liability in this EULA are reasonable given their respective commercial positions and likely ability to purchase relevant insurance in respect of risks under this EULA.

4.4 Notwithstanding the above neither party excludes or limits any liability for:
4.4.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; or
4.4.2 fraud or fraudulent misrepresentation; or
4.4.3 any other liability to the extent the same cannot be excluded or limited by law.

 

5. Warranties

5.1 Playmaker warrants and represents that:

5.1.1 it has the right, power and authority to enter into this EULA and grant to You the rights (if any) contemplated herein and supply the Solution;
5.1.2 if the End User has purchased a Licence the Xibo Solution or Xibo in the Cloud will:
(a) conform and perform according to the Specification in all material respects, when used in the manner and equipment directed or recommended in the Documentation;
(b) be free from defects in workmanship and materials, and free from viruses and other malicious code when supplied, and
(c) the Xibo Solution or Xibo in the Cloud does not infringe the Intellectual Property Rights of any third party;
5.1.3 the Documentation will provide users with adequate instructions to enable them to effectively use the Xibo Solution or Xibo in the Cloud;

5.2 The warranties (and representations) specified above are subject to You giving notice to Playmaker as soon as reasonably possible upon becoming aware of the breach of warranty (or representation) but in the case of a warranty (or representation) as to conformance and performance according to the Specification, such notice must be given within 30 days (Warranties).

5.3 We do not warrant or represent that the Xibo Solution or Xibo in the Cloud shall be:
5.3.1 uninterrupted or error free;
5.3.2 compatible with third party software or equipment, proprietary platform or open source code or solution, other than that described in the Specification.

5.4 If the End User has acquired one or some of the Xibo Open Source Components it shall be provided to the End User ‘as is’ and with no warranties whatsoever.

5.5 All other warranties and representations as to the Xibo Solution or Xibo in the Cloud, or any part of it, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.

5.6 Any warranties given by Us shall be subject to You using the Xibo Solution or Xibo in the Cloud, or any part of it, in compliance with this EULA and the Documentation, and We shall not be liable under this clause for, or required to remedy, any problem arising from:
5.6.1 a failure to install any update, patch, fix or improvement previously made available or provided by Us;
5.6.2 any modification made to any part of the Xibo Solution or Xibo in the Cloud by anyone other than Us without our express prior written consent; or
5.6.3 any defect or error wholly caused by any equipment or third-party software used in connection with the Xibo Solution or Xibo in the Cloud, or any part of it, other than that described in the Specification.

 

6.Intellectual Property Rights and Faults

6.1 Except for a Licence as expressly granted above, You shall not acquire in any way, any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Xibo Solution or Xibo in the Cloud or in any part of it, or in any copies of it and no Intellectual Property Rights of either party are transferred or licensed as a result of this EULA.

6.2 Playmaker in no way sells or grants You ownership or a licence, where none is available for Playmaker to give, in any open source or non-proprietary code, components or materials, including the Xibo Open Source Components, comprising or incorporated into the Xibo Solution or Xibo in the Cloud.

6.3 You acknowledge and understand that the Xibo Solution or Xibo in the Cloud contains confidential and proprietary information and You shall not conceal, modify, remove, destroy or alter in any way any proprietary Intellectual Property Rights or trademarks of Playmaker, or our licensors, on or in the Xibo Solution or Xibo in the Cloud or any related materials or documentation except as permitted by this EULA.

6.4. You have no right to have access to the Xibo Solution or Xibo in the Cloud in source code form other than as expressly provided in this EULA.

6.5 If You notify Us in writing of any defect or fault in the Xibo Solution or Xibo in the Cloud as a result of which it fails to perform substantially, including in accordance with clause 5.1, or for any infringement of a third party’s Intellectual Property Rights, We will, at our sole option, either:
6.5.1 procure for You the right to continue using and possessing the Xibo Solution or Xibo in the Cloud; or
6.5.2 modify or replace the defective, faulty or infringing part of the Xibo Solution or Xibo in the Cloud and without adversely affecting the functionality of the Xibo Solution or Xibo in the Cloud as set out in this EULA so as to avoid the defect, fault, infringement or alleged infringement, provided that if, We having used reasonable endeavours, neither of the above can be accomplished on reasonable terms, We shall refund any Licence Fees paid by You in respect of the Xibo Solution or Xibo in the Cloud.
6.5.3. Clause 6.5.2 shall be Your sole remedy in respect of the Xibo Solution or Xibo in the Cloud being defective, faulty or infringing Intellectual Property Rights, and in respect of which You shall make available all the information that may be necessary to help Us to identify and remedy the defect or fault, or infringement.

 

7. Our responsibility for loss or damage suffered by You

7.1. We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

7.2. We will not be liable for damage that You could have avoided by following our advice to apply an update offered to You or for damage that was caused by You failing to correctly follow installation instructions or to have in place the minimum system requirements advised by Us.

7.3. If You use Xibo Solution or Xibo in the Cloud for any commercial, business or resale purpose We shall have no liability to You for any loss of profit, loss of business or business interruption, loss of reputation or goodwill, loss or corruption of data, loss of anticipated savings or loss of business opportunity.

7.4. You acknowledge that neither the Xibo Solution nor Xibo in the Cloud has been developed to meet Your individual requirements, and that it is therefore Your responsibility to ensure that the capabilities, facilities and functions of the Xibo Solution and Xibo in the Cloud as described in the Documentation meet Your requirements.

7.5. Subject to the following, in no event shall the aggregate liability of any party to the other (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under or in connection with this Licence exceed:
7.5.1.1. the value of any Licence Fees paid by You for the Xibo Solution or Xibo in the Cloud in respect of any one claim or series of related claims; and
7.5.1.2. provided that this shall be subject to an overall limit of the monthly or annual Licence Fees paid in the preceding 12 months before the claim arose under this Licence in respect of any and all claims, losses and damages arising under or in connection with this Licence.

7.6. One party’s liability to the other in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with this Licence shall not extend to any special, indirect or consequential loss or damage whatsoever.

7.7. Notwithstanding the above neither party excludes or limits any liability for any other liability to the extent the same cannot be excluded or limited by law.

 

8. Mitigation

8.1 In respect of any loss or damage suffered or incurred by either party under this EULA, the party which receives the benefit of the indemnity shall take all reasonable steps so as to reduce or mitigate the loss or damage incurred.

 

9. Entire agreement

9.1 This EULA contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this EULA.

9.2 Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this EULA. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

 

10. Force Majeure

10.1 A party will not be liable if delayed in or prevented from performing its obligations hereunder due to Force Majeure, provided that it promptly notifies the other of the Force Majeure event and its expected duration, and uses reasonable endeavours to minimise the effects of that event.

10.2 If, due to Force Majeure, a party is unable to perform a material obligation, or is delayed in or prevented from performing its obligations for a continuous period of more than 60 days, the other party may, within a further 14 days terminate this EULA on notice, otherwise this EULA shall continue in full force and effect.

 

11. Right of Suspension

11.1. We may have to suspend the supply of Xibo Solution or Xibo Cloud, including to End Users, to:

11.1.1. deal with technical problems or make minor technical changes;
11.1.2. update Xibo Solution or Xibo in the Cloud to reflect changes in relevant laws and regulatory requirements;

11.2. We will not charge You for the Xibo Solution or Xibo in the Cloud during the period for which they are suspended.

11.3. If You do not pay Us for Xibo Solution or Xibo in the Cloud when You are supposed to and You still do not make payment within 7 days of Us reminding You that payment is due, We may suspend Your Xibo Licence and the supply of the Xibo Solution or Xibo in the Cloud until You have paid Us the outstanding amounts.

11.4. We reserve the right to suspend access to Xibo Solution or Xibo in the Cloud until the Fee payment is received in full and any outstanding debt – including any Fees accrued or due in relation to the period of suspension – is cleared. Non-payment of a recurring invoice may be subject to an SGD$100 administration charge and interest of 3% per month will be charged for late payment or whichever is outstanding. You are responsible for all Fees or charges owed or due under this Licence and for all costs incurred in administering Your non-payment and obtaining payment of any Fee due.

11.5. You are always required to have a valid email address registered to Your customer account, failure to do so may result in suspension of Your Xibo Solutions or Xibo in the Cloud whichever is applicable.

11.6. We will contact You to tell You if We are suspending or may suspend You supply of the service. We may also charge You interest on Your overdue payments.

11.7. If You are a consumer:

11.7.1. We will endeavour to contact You in advance to tell You We will be suspending supply of Xibo Solution or Xibo in the Cloud, unless the problem is urgent or an emergency. If We have to suspend Xibo Solution or Xibo in the Cloud for longer than 7 days in any 30-day period, We will adjust the Fees so that You do not pay for Xibo Solution or Xibo in the Cloud while they are suspended. You may contact Us to end the contract for Xibo Solution or Xibo in the Cloud if We suspend it, or tell You We are going to suspend it, in each case for a period of more than 7 days and We will refund any sums You have paid in advance in respect of the period after You end the contract.

 

12. Our Right to Termination

12.1 We may terminate this EULA or applicable Licence immediately by written notice to You if You commit a material or persistent breach which You fail to remedy (if remediable) within 14 days after the service of written notice requiring You to do so.

12.2 Upon termination for any reason:
12.2.1 all rights granted to You under this EULA or applicable Licence shall cease;
12.2.2 You must cease all activities authorised by this EULA or applicable Licence; and
12.2.3 You must immediately delete or remove the Xibo Solution or relevant component of the Xibo in the Cloud from all equipment in Your possession and immediately destroy or return to Us (at our option) all copies then in Your possession, custody or control and, in the case of destruction, certify to Us that You have done so.

 

13.Your Right to Terminate

13.1. If You are a consumer:
13.1.1. You may have a right to terminate the contract because of something We have done or are going to do. If You are ending a contract for a reason set out at 13.1.1.1 to 13.1.1.5 below the contract will end immediately and We may refund You subject to any reasonable part-performance Fees, or You may be entitled to compensation. The reasons are:
13.1.1.1. We have told You about an upcoming change to Xibo Solution or Xibo in the Cloud or these terms which You do not agree to;
13.1.1.2. We have told You about an error in the Fees or description of Xibo Solution or Xibo in the Cloud You have ordered, and You do not wish to proceed;
13.1.1.3. there is a risk that supply of the products may be significantly delayed because of events outside our control, including Force Majeure;
13.1.1.4. We have suspended supply of the products for technical reasons or notify You We are going to suspend them for technical reasons, in each case for a period of more than 30 days; or
13.1.1.5. You have a legal right to end the contract because of something We have done wrong.

13.1.2. Change of mind:
13.1.2.1. For most products bought online You have the right to change Your mind within 14 days and receive a refund, in relation to Xibo Solution and Xibo in the Cloud please however note the restrictions as stated in clause 13.1.3.

13.1.3 You do not have a right to change Your mind in respect of:
13.1.3.1. Digital products (i.e. Xibo Solution) after You have started to download or stream these, however:
13.1.3.1.1. You do have 14 days to change Your mind after the day We email You to confirm We accept Your order (where applicable), or if earlier, until You start downloading or streaming;
13.1.3.1.2. if We delivered the digital content to You immediately, and You agreed to this at the time of ordering, You will also not have a right to change Your mind, or
13.1.3.1.3. if You have chosen a 14 Day Demo.
13.1.3.2. Services (i.e. Xibo in the Cloud) once these have been completed, even if the cancellation period is still running, however:
13.1.3.2.1. You do have 14 days after the day We email You to confirm We accept Your order to change Your mind, but once We have completed the Services You cannot change Your mind, even if the period is still running;
13.1.3.2.2. if You cancel after We have started the Services, You must pay Us for the Services provided up until the time You tell Us that You have changed Your mind and any applicable notice period (see clause 13.1.4); or
13.1.3.2.3. if You have chosen a 14 Day Demo.

13.1.4. If You wish to terminate this Licence for any other reason just contact Us to let Us know. A contract for Xibo in the Cloud will not end until 1 calendar month after the day on which You contact Us. We will issue a pro rata credit note in respect of any advance payment You have made for Services which will not be provided to You.

 

14. Communication and Notices

14.1 If You wish to contact Us in writing, or if any condition in this Licence requires You to give Us notice in writing, You can contact Us via email at support@playmaker.com.sg
14.2 If We have to contact You We will do so by email or other form of electronic communication.
14.3 You should ensure that any playmaker.com.sg email addresses are white listed in any email spam filtering.
14.4. You must ensure that You maintain a valid email address in relation to Your obligations under this Licence. This should be recorded in Your customer account. Failure to maintain a valid email address may result in suspension of Your Licence as set out in clause 6.5.

 

15. Acceptable Use Policy

15.1 Acceptable Use Policy sets out the content standards that apply when You upload content to our website or Xibo in the Cloud, make contact with Us or other users on our website, link to our website, or interact with Us, our website or Xibo in the Cloud in any other way.

15.2 Our website “playmaker.com.sg” are operated by Playmaker Pte Ltd (Playmaker, Us or We) incorporated and registered in Singapore with company registration number 201633376G. To contact Us, please email support@playmaker.com.sg.

15.3 Playmaker is the Value-Added Reseller for the Xibo digital signage solution and is provided as a Services under the license terms it is released under. “xibo.org.uk” and Xibo Cloud (collectively ‘Xibo’) are operated by Xibo Signage Limited incorporated and registered in England and Wales with company number 07811749 whose registered office is at 32 Church Road, Hove, BN3 2FN, United Kingdom.

15.4 By using Xibo, You confirm that You accept the terms of this Acceptable Use Policy and that You agree to comply with them. If You do not agree to these terms, You must not use Xibo, and if You contravene these terms any Licence for Xibo in the Cloud may be terminated. We recommend that You print a copy of these terms for future reference.

15.5 We will only use personal information as set out in our Privacy Policy.

15.6 Our Terms and Conditions or applicable End User Licence Agreement (EULA), Terms of Website Use and Privacy Policy (collectively ‘Ts&Cs’) may also apply to Your use of Xibo.

15.7 We amend these terms from time to time. Please check these terms regularly to ensure You understand the terms that apply at that time.

15.8 Prohibited uses: You may only use Xibo for lawful purposes. You may not use Xibo:

  • In any way that breaches any applicable local, national or international law or regulation.
  • In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
  • For the purpose of harming or attempting to harm minors in any way.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards below.
  • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
  • To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

  • Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our Ts&Cs.
  • Not to access without authority, interfere with, damage or disrupt:
    • any part of Xibo;
    • any equipment or network on which Xibo is stored;
    • any software used in the provision of Xibo; or
    • any equipment or network or software owned or used by any third party.

15.9 Interactive Services: We may from time to time provide interactive Services as part of Xibo, including, without limitation:

  • Chat rooms
  • Bulletin boards
  • Helpdesk

15.9.1 Where We do provide any interactive service, We will provide clear information to You about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
15.9.2 We will do our best to assess any possible risks for users from third parties when they use any interactive service provided, and We will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, We are under no obligation to oversee, monitor or moderate any interactive service We provide, and We expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
15.9.3 Xibo is only for use by those over 18.
15.9.4 Where We do moderate an interactive service, We will normally provide You with a means of contacting the moderator, should a concern or difficulty arise.

15.10 Content Standards: These content standards apply to any and all material which You contribute to Xibo (Contribution), and to any interactive Services associated with it.
15.10.1 The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
15.10.2 We will determine, in our discretion, whether a Contribution breaches the Content Standards.

        A Contribution must:

  • Be accurate (where it states facts).
  • Be genuinely held (where it states opinions).
  • Comply with the law applicable in England and Wales and in any country from which it is posted.

        A Contribution must not:

  • Be defamatory of any person.
  • Be obscene, offensive, hateful or inflammatory.
  • Promote sexually explicit material.
  • Promote violence.
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any copyright, database right or trade mark of any other person.
  • Be likely to deceive any person.
  • Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  • Promote any illegal activity.
  • Be in contempt of court.
  • Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
  • Be likely to harass, upset, embarrass, alarm or annoy any other person.
  • Impersonate any person or misrepresent Your identity or affiliation with any person.
  • Give the impression that the Contribution emanates from Us if this is not the case.
  • Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
  • Contain a statement which You know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducements to the commission, preparation or instigation of acts of terrorism.
  • Contain any advertising or promote any Services or web links to other sites.
  • Include the upload, store or processing of any Special Categories of Personal Data (as defined in the Personal Data Protection Act).

15.11 Breach of this Acceptable Use policy: When We consider that a breach of this Acceptable Use Policy has occurred, We may take such action as We deem appropriate.
15.11.1 Failure to comply with this Acceptable Use Policy constitutes a material breach of the Ts&Cs upon which You are permitted to use Xibo, and may result in our taking all or any of the following actions:

  • Immediate, temporary or permanent withdrawal of Your right to use Xibo.
    Immediate, temporary or permanent removal of any Contribution uploaded by You to Xibo.
  • Issue of a warning to You.
  • Legal proceedings against You for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  • Further legal action against You.
  • Disclosure of such information to law enforcement authorities as We reasonably feel is necessary or as required by law.

15.11.2 We exclude our liability for all action We may take in response to breaches of this Acceptable Use Policy. The actions We may take are not limited to those described above, and We may take any other action We reasonably deem appropriate.

15.12 Which country’s laws apply to any disputes?
15.12.1 If You are a consumer, please note that the terms of this Acceptable Use Policy, its subject matter and its formation are governed by Singapore law. You and We both agree that the courts of Singapore will have exclusive jurisdiction except that if You are a resident of Northern Ireland You may also bring proceedings in Northern Ireland, and if You are resident of Scotland, You may also bring proceedings in Scotland.
15.12.2 If You are a business, the terms of this Acceptable Use Policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Singapore law. We both agree to the exclusive jurisdiction of the courts of Singapore.

 

16. General

16.1 Each party is responsible for its legal and other costs in relation to the preparation and performance of this EULA.

16.2 Provisions which by their terms or intent are to survive termination of this EULA will do so.

16.3 The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

16.4 For the purposes of the Contracts (Rights of Third Parties) Act, this EULA is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.

16.5 We may assign, subcontract or encumber any right or obligation under this EULA, in whole or in part. You may not assign, subcontract or encumber any right or obligation under this EULA, in whole or in part, without the prior written consent of Playmaker or except as expressly permitted in this EULA.

16.6 No amendment or variation of this EULA will be valid unless agreed in writing by an authorised signatory.

16.7 If any clause in this EULA (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this EULA as soon as possible.

16.8 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

16.9 Any payments due by the End User under this EULA shall be made without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges and withholdings of any kind now or in future imposed in any jurisdiction.

16.10 Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to this EULA.

16.11. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any clauses are unlawful, the remaining clauses will remain in full force and effect.

 

17. Governing law and jurisdiction

17.1 This EULA is governed by and construed in accordance with the laws Singapore, as if performed wholly within Singapore and without giving effect to the principles of conflict of law. The courts of Singapore shall have exclusive jurisdiction to hear any dispute in relation to it (or part thereof), subject to any applicable statutory consumer regulations.

 

(Revised: 23 March 2019)

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