Terms and Conditions

These terms and conditions apply between the User and PLAYipp when the User uses any PLAYipp Manager products, the Mobile View app, the Connect app, or any other product or services that PLAYipp has provided directly to the User. PLAYipp provides data management cloud solutions for digital displays and smartphones. PLAYipp also offers services such as design and development.

Definitions

The following terms are defined herein:
Media Player(s) refers to PLAYipp’s media player or media player software.
Licence refers to the right to connect a media player with the software and provides access to the software, update and support for the media player as well as updates and support for the software.
Software refers to the software and cloud solutions to which the customer has access through one or more licences.
User The person using PLAYipp services and Software.
Agreement Refers to these Terms and Conditions, the Privacy Policy and the Data Processing Agreement.

1

General Media Player information

1.1

For Media Players which require an Internet connection, it is the User’s responsibility to ensure that there is a functioning network connection and that the Media Player is correctly installed to access the Internet.

1.2

For Media Players sold directly from PLAYipp and shipped to the User, PLAYipp provides a warranty for manufacturing or quality defects which have not occurred due to circumstances for which the User or external factors are responsible. For Media Players, the warranty period is for two (2) years from first delivery. For other Hardware, the manufacturer’s warranties apply to each respective product.

1.3

If the User complains of faults or defects in a Media Player within the warranty period, the Media Player must be reported to PLAYipp for troubleshooting and repair. If it is found that the Media Player cannot be repaired, the customer will receive a replacement Media Player.

1.4

The service described in section 1.3 above is PLAYipp’s sole commitment in the event of faults or defects in Media Players.

1.5

The User is entitled to an extension of the license validity period without any additional cost if the license cannot be used because of:

1.5.1

that the license is connected to a broken media player falling under section 1.

1.5.2

Software failure in accordance with section 5.1.

1.5.3

Software restriction in accordance with section 7.1.

1.6

The User is only entitled to an extension of the license period at no additional charge under section 1.5 if the error lasts for more than seven (7) working days and that the User himself claims that the User wants an extension of the license period. The User must address this within thirty (30) business days of the error being rectified. The extension of the licence time can at a maximum be the total number of days the licence could not be used due to the software or hardware error.

2

General Software information

2.1

PLAYipp shall:

2.1.1

from the agreed start date, assist with the setup of the Software and provide the Software to the User with the service levels specified for the Software in this Agreement section 8. Assistance with setup will be provided in the form of a user manual, help centre or email support available to the User;

2.1.2

otherwise provide the Software in a professional manner;

2.1.3

provide support regarding the use of the Software according to the Agreement;

2.1.4

correct faults in the Software in accordance with of this Agreement; as well as

2.1.5

ensure that the Software complies with applicable legal and contractual requirements.

3

User commitment

The User shall:

3.1

provide PLAYipp with the information required for the installation of the Media Player and the setup of the Software if requested by PLAYipp, review actions, make decisions and otherwise continue to provide the information requested by PLAYipp in order for PLAYipp to fulfil its obligations under the Agreement;

3.2

Have the network connection, equipment and software required for use of the Software, and have access to the other services required to use the Software; and

3.3

Ensure that the User’s data is, to the best of User’s knowledge, (i) free from viruses, trojans, worms or other harmful software or code, (ii) in an agreed format, and (iii) not, intentionally, going to otherwise materially damage or negatively affect the PLAYipp system or Software.

4

Users use of Service

4.1

The User is granted the non-exclusive right to use the provided Media Players, Licences and Software solely for the User’s own use.

4.2

The User may not copy, decompile or otherwise modify the supplied Media Player or Software to any extent other than that permitted by law, or allow anyone other than the User to use the Media Player or Software. The User may not transfer or sublicense their rights.

4.3

The User is responsible for specifying who is authorised to use the Software and keeping PLAYipp updated on the number of authorised users of the Software.

5

Faults and defects in the Software

5.1

In the event of a Software error, PLAYipp shall rectify the problem without delay and without charge to the User. If the User is unable to use the Software in the agreed manner due to a Software error, the User shall be entitled to a reasonable reduction of the Licence fee for the Software during the period from the occurrence of the error and for its duration, though not more than 100 percent of the total Licence fee for the months during which the error occurred.

5.2

PLAYipp is not responsible for errors caused by:

5.2.1

the User’s use of the Software in any way other than as stated in the current documentation, PLAYipp’s written instructions or the Agreement;

5.2.2

viruses or other external attacks;

5.2.3

flaws or defects in Media Players, whereof PLAYipp’s sole responsibility is stated in section 1. However, the User shall not be liable to pay any License fee during the error in the Media Player according to sections 1.5 and 1.6; or

5.2.4

circumstances for which the User is responsible.

6

Changes to the Service

6.1

PLAYipp may make changes to the Software or how the Software is provided without prior notice to the User.

7

Limitations of Access to the Service

7.1

PLAYipp has the right to end or restrict access to the Software if the provision of the Software entails serious damage or risk of serious damage to PLAYipp. PLAYipp may not in connection to that take action in any way other than what is justifiable under the circumstances.

7.2

PLAYipp shall notify the User as soon as possible of restriction of access to the Software.

7.3

Without affecting service levels, PLAYipp has the right to take action affecting the availability of the Software if required for technical, maintenance, operational or security reasons. PLAYipp shall take such action promptly and in such a way as to limit the disruption. PLAYipp shall notify the Customer within a reasonable period of time before such action.

8

Availability of support and software

8.1

PLAYipp Manager

8.1.1

The Software must be available to the User for at least 99.5 percent of the total time during a calendar month.

8.1.2

PLAYipp has the right to exclude the following from the availability of the software:

8.1.2.1

Scheduled maintenance windows or required maintenance windows communicated to the User at least one week before the occurrence, or other downtime at the request of the User or with the User’s approval;

8.1.2.2

Downtime caused by the User or a third party for which the User is responsible;

8.1.2.3

Downtime caused by the User’s software or system; and

8.1.2.4

Circumstances as per section 18.1 below.

8.1.3

Calculation of availability is based on total downtime (D), operational time (OT) and exemptions (E) as per sections 8.1.1 and 8.1.2 above. Availability is calculated using the following formula:

Formula for calculating

8.2

Support

8.2.1

The User has access to phone support, email support and the PLAYipp help centre during support working hours. The user is informed about support working hours in the help centre found on PLAYipp’s website www.playipp.com.

8.2.2

Support is closed on all public holidays, which according to the Public Holidays Act (1989: 253) include public holidays, Saturdays, Christmas Eve, New Year’s Eve, days before public holidays and Midsummer’s Eve, and as per the information provided by PLAYipp through the Software, PLAYipp’s website or PLAYipp’s help centre.

8.2.3

The User can submit a support request to PLAYipp via the PLAYipp help centre and send support requests to the support email provided in the PLAYipp Manager help centre.

8.2.4

The user can submit a support request by calling PLAYipp Support on the support number provided in the PLAYipp Manager help centre.

8.2.5

The following SLA levels apply to a support request from the User to PLAYipp which is received at the applicable email address as per section 8.2.3 or through the applicable support number as per section 8.2.4:

First response time: within 8 business hours*
Total resolution time: within 40 business hours*

* During support opening hours according to section 8.2.1 and 8.2.2. The conditions for availability contained in section 8.1 also apply.

8.2.6

Customer-specific SLA times apply from when the User receives a written confirmation from PLAYipp that PLAYipp has received the support request. It is only during support opening hours that the SLA levels apply and are calculated.

8.2.7

The total resolution time is the time PLAYipp actively works on the support request and whereby PLAYipp has not asked the User any questions which have not been answered by the User.

8.2.8

The User must restart the Media Player and Software, update the Media Player and Software, modify the Media Player or Software, and assist as much as possible, if PLAYipp support considers this necessary to solve the problem or help troubleshoot. For the avoidance of doubt, any modification as indicated in this section shall always be considered as authorized by PLAYipp and thus not in violation of section 4.2 above.

8.2.9

Support has the right to use the customer’s data including name, phone number, images, email address and all other data contained in the Customer’s account when needed for the provision of the services or support to Customer as permitted in this Agreement. All other uses of Customer’s data contained in the Customer’s account is strictly prohibited.

9

Indemnity, fees and Terms of Payment

9.1

PLAYipp charges licence fees for use of the Software in advance.

9.2

PLAYipp has the right to check that the number of Licences the User is charged for is not less than the actual number of registered Media Players or Users of the Software. If the number of registered users or Licences of the Software exceeds the number of paying Users or Licences for the period to which the check applies, PLAYipp has the right, to within 180 days from the date of payment to charge the difference, if any, for the last 180 days. Where applicable, the User shall pay the difference in proportion to the actual number of Users or Licences.

9.3

Payment terms are thirty (30) days unless otherwise agreed.

9.4

Cancellation of a Licence must be made no later than three (3) months before the renewal date unless otherwise agreed.

9.5

All orders are final, and no refunds will be issued.

10

Intellecual property right

10.1

PLAYipp owns all intellectual property rights to the Software and the software contained therein.

10.2

PLAYipp takes responsibility, and shall save, defend and hold the User, its affiliates and the User’s and its affiliates’ employees, officers, directors, harmless, should the User’s use of the Software infringes on third party copyright, patent or other intellectual property rights.

10.3

PLAYipp’s commitment as per section 10 applies if:

10.3.1

PLAYipp, without undue delay, but no later than two (2) weeks after the User became aware of the alleged infringement, is notified in writing by the User of any claim alleged or action brought; and

10.3.2

PLAYipp, without undue delay, but no later than two (2) weeks after the User became aware of the alleged infringement, is notified in writing by the User of any claim alleged or action brought; and

10.3.3

The User has used the Software in accordance with the Agreement.

10.4

In the event of an infringement, PLAYipp has the right, at its own expense, to take over the dispute and bring proceedings on behalf of the User. PLAYipp, as far as legally possible and after consultation with the User, may then decide on the defence against such action and conduct negotiations concerning settlement or resolution.

10.5

If an infringement is found to exist or it is likely that such an infringement exists PLAYipp shall at its own expense and according to the User’s wishes:

10.5.1

ensure for the User the right that has been restricted by the infringement so that the Software can be used unhindered; or

10.5.2

replace or make any technical and other changes to software including the Software, material including Media Players or suchlike that are required to ensure that infringement as described above no longer exists and that the User may thereby use the Software in accordance with the Agreement.

10.6

If the User intends to display information or third party information feeds through the Software for the User’s own purposes, the User shall obtain written consent from that third party. If the User has not obtained such consent, the User shall hold PLAYipp harmless from all third party claims.

11

User data

The User owns and retains any and all rights to the User’s data and nothing herein shall be deemed as granting or transferring to PLAYipp any express or implied license or other right whatsoever to the User’s data. ​The User is responsible for ensuring that the handling of the User’s data within the Software does not infringe on third parties’ rights or otherwise violate applicable laws.

12

Personal data

The User is the data controller and PLAYipp is the data processor for personal data processed within the scope of the Software or services provided by PLAYipp. The User and PLAYipp have entered into a Data Processing Agreement (DP) which can be accessed through the following link. PLAYipp will process any personal data in accordance with its Privacy Policy.

13

Information ownership

13.1

The User who created or has their account in the Software owns the personally identifiable information, photos and other media collected via PLAYipp Software or services. The User’s personally identifiable information will not be sold, exchanged, transferred or shared with any other organisation or User without the User’s explicit consent.

13.2

Upon termination of PLAYipp Software or service, all account information and data will be made inaccessible to the User and PLAYipp staff as soon as possible. The virtual data and logs of activity in the User’s account are stored for a maximum of 180 days, provided that there is a legal ground to such storing, before being permanently deleted, unless there is a legal obligation to store the data for a longer period of time.

14

Third parties

14.1

PLAYipp does not sell, trade or otherwise transmit personally identifiable information to external parties. This does not include trusted third parties that are necessary to provide PLAYipp Software or services, with the requirement that these parties agree to keep all information confidential on at least equally protective confidentiality conditions as the parties to the Agreement are committed to.

14.2

PLAYipp is liable for any obligation, action or responsibility towards the User taken by any trusted third party. PLAYipp shall inform the User of the identity and role of any trusted third party if this asked for by the User.

14.3

Data from PLAYipp Software and services is stored only within EU/EAA.

14.4

PLAYipp will share information about its Users when it is necessary to investigate, prevent or stop illegal activities, suspected fraud, situations that endanger a person’s physical safety, breach of the Agreement or other situations where required by mandatory law.

15

Information security

PLAYipp implements a large number of security measures to protect the User’s information. All PLAYipp services and Software use encryption to ensure security when data is sent over the Internet. Only employees who need information owned by the User in order to help the User, may access such information. The servers used to store personal data or other information owned by the User are kept in a secure environment.

16

Cookies

PLAYipp uses cookies to facilitate the use of PLAYipp services and Software, authenticate registered users and identify repeat visits. In addition, cookies improve the user experience by storing user settings.

17

Consistency

By using PLAYipp services and Software, the User implicitly accepts PLAYipp’s Agreement. If the User does not accept the Agreement, the User must immediately stop using PLAYipp services and Software.

18

Subcontracting

PLAYipp has the right to hire subcontractors for its commitments under the Agreement. PLAYipp is responsible for the subcontractors’ work as for their own.

19

Confidentiality

19.1

Each Party undertakes not to disclose any confidential information without the other party’s prior written consent, for the duration of the Agreement and for a period of five (5) years thereafter. Any information, whether written or oral, including but not limited to any and all financial, technical marketing, commercial, legal or other information of whatever nature irrespective of whether such information has been or will be disclosed in writing, verbally or in any other form disclosed to the other Party under this Agreement (“​Confidential Information​”). PLAYipp’s price information, as well as any other information which Party has indicated to be confidential, shall always be considered Confidential Information.

19.2

Regardless of the above, the term Confidential Information shall not include any information which the Party receiving the information can clearly establish by documented evidence:

19.2.1

was at the time of disclosure to it, in the public domain;

19.2.2

was after disclosure of it, published or otherwise becomes part of the public domain through no fault or breach of the receiving Party;

19.2.3

was known to the receiving Party prior to such disclosure, without any undertaking towards a third party to keep such information confidential;

19.2.4

was provided to it from a third party who had a lawful right to disclose such information to it and which was disclosed by such third party without any obligation for the receiving Party to keep such information confidential; or

19.2.5

was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party.

19.3

Any Party shall be entitled to disclose Confidential Information in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or if such disclosure is otherwise required by law or by any binding applicable stock exchange rules, provided that the party shall first, to the extent possible, notify the other Party of the required disclosure and make reasonable efforts to reduce any damage to the other Party resulting from such disclosure.

19.4

The Parties undertake to ensure that any person, including any subcontractor or other third party, given access to Confidential Information will comply with the confidentiality undertakings set out in this Agreement.

19.5

When the User no longer uses any Software, service or Licence from PLAYipp or one Party receives a reasonable request from the other Party, the Party shall without undue delay return all Confidential Information to the other Party and provide a written certificate stating that it has destroyed or returned all documents and other property belonging to the other Party.

20

Limitation of Liability

20.1

When the User no longer uses any Software, service or Licence from PLAYipp or one Party receives a reasonable request from the other Party, the Party shall without undue delay return all Confidential Information to the other Party and provide a written certificate stating that it has destroyed or returned all documents and other property belonging to the other Party.

20.2

Should liability be incurred, unless intentional or gross negligence exists, party’s liability per calendar year shall be limited to direct damage and to a total amount corresponding to 100 percent of the annual licence fee to which PLAYipp is entitled excluding any liability based on any indemnity for which full liability shall apply.

20.3

Unless intentional or gross negligence occurs, Party is not responsible in any case for loss of data, loss of profits or other indirect damage or loss including the other Party’s liability to third parties excluding any liability based on any indemnity for which full liability shall apply.

20.4

In order not to lose its right to compensation, Party shall make a claim to the other party within six (6) months from the date when the damage is discovered or should have been discovered.

21

Premature termination

Each Party has the right to immediately terminate the Agreement if:

21.1

the other Party substantially violates its obligations under the Agreement and has not taken corrective action within thirty (30) days of a written request, addressed to the other Party with reference to this section; or

21.2

the other Party is bankrupt, entering into liquidation, initiating formal or informal business reconstruction or otherwise likely to be in a state of, or on its way to, insolvency.

22

Governing law and dispute Resolution

22.1

This Agreement shall be governed by the substantive law of Sweden.

22.2

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English unless the Parties agree otherwise.

Updates to this Agreement are published on www.playipp.com​. The Agreement was last updated on 2019-04-04.