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Terms and conditions
The Customer and/or User accepts these general terms and conditions and enters into this agreement with PLAYipp AB (reg. no.: 556712-3012) when the Customer and/or User uses PLAYipp Digital Signage, PLAYipp Connect or any other product or service that PLAYipp has provided directly to the Customer and/or User.
Definitions
The following terms are defined herein:
Media Player(s) refers to PLAYipp’s media player or media player software.
PLAYipp Digital Signage refers to the Service used to manage and control the Media Players.
PLAYipp Connect refers to the Service called PLAYipp Connect.
License refers to the right to connect a Media Player and / or PLAYipp Connect user with the Service and provides access to the software, update and support for the Media Player as well as updates and support for the Service.
Service refers to the software and cloud solutions, such as PLAYipp Connect or PLAYipp Digital Signage, to which the Customer and/or User has access through one or more Licenses.
Customer: The entity that is responsible for payments for the License.
User The person using PLAYipp Services.
Agreement Refers to these Terms and Conditions and the Data Processing Agreement.
1 General provisions for Media Player
1.1
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.
1.2
If the Customer 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.
1.3
The service described in section 1.2 above is PLAYipp’s sole commitment in the event of faults or defects in Media Players.
1.4
The User is entitled to an extension of the License validity period without any additional cost if the License cannot be used because of:
1.4.1
that the License is connected to a broken Media Player falling under section 1.
1.4.2
Software failure in accordance with section 5.1.
1.4.3
Software restriction in accordance with section 7.1.
1.5
The User is only entitled to an extension of the license period at no additional charge under section 1.4 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 License time can at a maximum be the total number of days the LIcense could not be used due to the software or hardware error.
2 General Service information
2.1
PLAYipp shall:
2.1.1
from the agreed start date, assist with the setup of the Service and provide the software to the User with the service levels specified for the Service 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 Service in a professional manner;
2.1.3
provide support regarding the use of the Service according to the Agreement;
2.1.4
correct faults in the Service in accordance with of this Agreement; as well as
2.1.5
ensure that the Service 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 Services and softwares 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 internet and other network connection, equipment and software required for use of the Services and/or Media Player, ensure that the Media Player is correctly installed to access the Internet and have access to the other services required to use the Service and/or Media Player; 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 Services.
4 Users use of Service
4.1
The User is granted the non-exclusive right to use the provided Media Players, Licenses and Services in accordance with the provisions stated in this Agreement.
4.2
The User may not copy, decompile or otherwise modify the supplied Media Player or Service to any extent other than that permitted by law, or allow anyone else to use the Users user account for the Service. The User may not transfer or sublicense their rights.
4.3
The Customer is responsible for keeping the number of authorized Users of the service PLAYipp Connect and the number of Media Players updated.
5 Faults and defects in the Service or Media Players
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 Service in the agreed manner due to a software error, the User shall be entitled to a reasonable reduction of the License fee during the period from the occurrence of the error and for its duration, though not more than 100 percent of the total License 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 Service 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 Service or how the Service 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 Service if the provision of the Service 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 Service.
7.3
Without affecting service levels, PLAYipp has the right to take action affecting the availability of the Service 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 Service
8.1
PLAYipp Digital Signage and PLAYipp Connect:
8.1.1
The Service 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 Service:
8.1.2.1
Scheduled maintenance windows or required maintenance windows communicated to the User at least one (1) 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 5.2.
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:
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 Service.
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, update the Media Player, modify the Media Player settings, 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
The User must update the PLAYipp Connect mobile application and phone operating system, 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.
8.2.10
PLAYipp has the right to use the Customer’s and/or User’s data including name, phone number, images, email address and all other data contained in the Customer’s and/or User’s account when needed for the provision of the Services or support as permitted in this Agreement.
9 Indemnity, fees and Terms of Payment
9.1
PLAYipp charges License fees for use of the Services in advance.
9.2
PLAYipp has the right to charge for the number of Licenses registered for Media Players and / or Users of PLAYipp Connect. PLAYipp has the right to check that the number of Licenses the Customer is charged for is not less than the actual number of registered Media Players and / or Users of PLAYipp Connect. If the number of registered Media Players or Users of PLAYipp Connect exceeds the number of Licenses for the period to which the check applies, PLAYipp has the right, to within 180 days from the date of payment, 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 of PLAYipp Connect or Media Players.
9.3
Payment terms are thirty (30) days unless otherwise agreed.
9.4
Cancellation of a License 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 Intellectual property right
10.1
PLAYipp owns all intellectual property rights to the Service 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 Service infringe 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 Service 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 defense 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 Service can be used unhindered; or
10.5.2
replace or make any technical and other changes to software including the Service, 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 Service in accordance with the Agreement.
10.6
If the User intends to display information or third party information feeds or intellectual properties through the Service for the User’s own purposes, the User is responsible for ensuring that such use is permitted and does not infringe on the rights of third parties. If the User acts in violation of this provision, the User shall hold PLAYipp harmless from any and all third party claims.
11 User data
PLAYipp does not claim ownership of any content that Users upload to the Services and/or softwares. PLAYipp will not sell any of the Users personal 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 data registered by the User to the Service does not infringe on third parties’ rights or otherwise violate applicable laws.
12 Personal data
12.1
PLAYipp handles personal data in accordance with the EU’s Data Protection Regulation (The General Data Protection Regulation).
12.2
PLAYipp is regarded as the Personal Data Controller when registering the Customer in PLAYipp’s systems. PLAYipp processes such personal data in accordance with its Privacy Policy. More information about how PLAYipp handles and processes personal data can be found in PLAYipp’s Privacy Policy: https://playipp.com/en/privacy-policy/
12.3
PLAYipp is regarded as the Personal Data Processor for the transmission of data provided by the User to the Software. The Customer is regarded as the Personal Data Controller for such data and PLAYipp processes the data in accordance with the Customer’s instructions and on behalf of the Customer. The processing takes place in accordance with the provisions of the Data Processing Agreement (DPA) entered into between PLAYipp and the Customer, which can be accessed through: https://playipp.com/en/data-processing-agreement/
13 Subcontracting
13.1
PLAYipp has the right to engage subcontractors in fulfilling its obligations under law, contracts, these terms and in order for the services and/or products to be provided and improved. By entering into an agreement with PLAYipp, the Customer and/or User accepts that PLAYipp uses subcontractors in the manner described above. PLAYipp is responsible for the subcontractors’ work as for their own.
14 Third parties
14.1
PLAYipp may transmit personally identifiable information to external third parties that are necessary to provide PLAYipp software or Services, with the requirement that these parties agree to process personal data on at least equally protective 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 asked for by the User.
14.3
PLAYipp will share information about the 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 Cookies
15.1
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. More information about how this website uses cookies can be read in our cookie policy: https://playipp.com/en/cookie-policy.
16 Consistency
16.1
By using PLAYipp Services and softwares, 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.
17 Confidentiality
17.1
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.
17.2
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:
17.2.1
was at the time of disclosure to it, in the public domain;
17.2.2
was after disclosure of it, published or otherwise becomes part of the public domain through no fault or breach of the receiving Party;
17.2.3
was known to the receiving Party prior to such disclosure, without any undertaking towards a third party to keep such information confidential;
17.2.4
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
17.2.5
was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party.
17.3
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.
17.4
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.
17.5
When the User no longer uses any software, Service or License 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.
18 Limitation of Liability
18.1
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 License fee to which PLAYipp is entitled excluding any liability based on any indemnity for which full liability shall apply.
18.2
Unless intentional or gross negligence occurs, the 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.
18.3
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.
19 Premature termination
19.1
Each Party has the right to immediately terminate the Agreement if:
19.1.1
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
19.1.2
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.
20 Governing law and dispute Resolution
20.1
This Agreement shall be governed by the substantive law of Sweden.
20.2
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. The arbitral proceedings shall be confidential.
