OnSign TV End User License Agreement

This End User License Agreement (“Agreement”) is made and entered into by and between OnSign TV Limited, a private limited company organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“OnSign TV), and you (“You” or Your”), the user of the OnSign TV software (“Software”). This Agreement will be effective when you select the “I Agree” button or continue to use the Software, and Your selection of the “I Agree” button or continued use of the Software constitutes your manifestation of assent to the terms of this Agreement. If You do not wish be bound by the terms of this Agreement, You must not select the “I Agree” button or use the Software.

Warranties. You warrant and agree that You have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant that You are a human individual and that You are not a bot, script, or other computer or machine. You warrant that You are not prohibited from assenting to this Agreement by any preexisting Agreement. If You are using the Software on behalf of a third party, including but not limited to a business entity, You warrant that You are the authorized representative of that third party and have the authority to bind that third party to the terms of this Agreement. You warrant that you will adhere to all third-party terms of use, terms of service, and end user license agreements when using the Software.

Limited License. Subject to the terms of this Agreement, OnSign TV grants You a limited, non-exclusive, personal, non-transferrable, and revocable license to use one copy of the Software per properly licensed hardware device in executable code form, for its customary and intended purposes, and subject to the terms of this Agreement at the pricing displayed on OnStar.tv’s website. You understand and agree that OnSign TV reserves the right to terminate this Agreement and its associated license at any time, without prior notice, and within its sole and absolute discretion. Additionally, this limited license will terminate upon Your violation of any term of this Agreement or Your violation of any local, state, national, or international law or regulation.

As a condition precedent to the license granted under the terms of this Agreement, You understand and agree that You are expressly prohibited from:

Distributing, emulating, cloning, publishing, displaying, selling, assigning, sublicensing, renting, leasing, loaning, modifying, creating derivative works of, translating, or adapting the Software;
Decompiling, reverse engineering, disassembling, or hacking the Software;
Circumventing the Software’s technology protection measures;
Infringing upon the intellectual property or other proprietary rights of OnSign TV;
Exporting the Software in violation of the export controls and regulations of the laws applicable to your location or jurisdiction;
Using the Software to violate any applicable law, statute, regulation, ordinance, or treaty, whether national or international;
Using the Software to violate the rights of third parties, including, but not limited to, personal or proprietary rights;
Removing or altering any proprietary notices contained within the Software, including, but not limited to, copyright and trademark notices;
Imposing a disproportionate load on the Software or its server infrastructure or otherwise attempting to interfere with the operation of the Software;
Submitting or utilizing any virus, worms, Trojan horses, or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of the Software;
Providing any material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
Attempting to gain access to the private data, network, personal information, or personally identifiable information of a user of the Software or of a third party;
Posting or transmitting content intended to collect personal or personally identifiable information from users of the Software or third parties;
Harassing another user of the Software;
Harassing a third party through Your use of the Software;
Posting or transmitting content that threatens or encourages bodily harm or the destruction of property through the Software;
Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid, or a chain letter through the Software; and
Posting or transmitting content that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable.

You understand and agree that You are prohibited from using the Software in any way inconsistent with or in violation of this Agreement or any local, state, national, or international laws or regulations.

Sublicense. In the event that You select and pay for white label or digital signage services, OnSign TV will grant You a limited, non-exclusive, non-transferrable, and revocable license to sublicense the Software to the number and type of third parties specified at the time that You pay for services from OnSign TV. You understand and agree that you are expressly prohibited from exceeding the scope of this sublicense by sublicensing the Software to a larger number or a different type of third parties than those specified at the time that You pay for services from OnSign TV. If you sublicense the Software to third parties, You understand and agree that those third parties will also be subject to the terms of this Agreement and You warrant that You will undertake all efforts necessary to ensure that all sublicensees receive and agree to these terms.

User Account. OnSign TV may provide You with the ability to register a user account (“User Account”), which will provide access to the Software. Your User Account is protected by a username and password. You recognize that You are solely responsible for maintaining the security and confidentiality of Your username and password and that You are responsible for any unauthorized access to Your User Account. In the event Your User Account is accessed without Your authorization, You agree to notify OnSign TV immediately. OnSign TV reserves the right to restrict access to, suspend, disable, or delete Your User Account at any time, in its sole discretion, and without prior warning.

User-Generated Content. OnSign TV may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Software, including, but not limited to, text, photographs, images, videos, and audio files (collectively “User-Generated Content”). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. By submitting User Generated Content to the Software, you grant OnSign TV a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Software. The customary and intended purposes of the Software may include, but are not limited to, displaying the Software’s content to you or to third parties, providing the Software’s services to you or to third parties, and archiving or making backup copies of the Software. By submitting User-Generated Content to the Software, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to the Software. When posting User-Generated Content to the Software, you warrant that your User Generated Content will be accurate, truthful, non-deceptive, and complete.

Proprietary Rights. You understand and agree that the Software, including, but not limited to, its source code, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of OnSign TV. Under the terms of this Agreement, You do not acquire any ownership rights to the Software or the data or content contained therein. You acquire only a limited license to use the Software subject to the terms of this Agreement. All other rights are reserved by OnSign TV.

Trademarks. You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on or through the Software by OnSign TV, including, but not limited to, ONSIGN TV, are common law or registered trademarks owned by or licensed to OnSign TV. You are expressly prohibited from using the trademarks of OnSign TV to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of Your goods or services. You are further prohibited from using the trademarks of OnSign TV in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.

OnSign TV as Service Provider. You understand and agree that OnSign TV provides the Software as a service and will not be held liable for and takes no responsibility for any interactions by and between users of the Software. You understand and agree that OnSign TV is an interactive computer service as those terms are defined under Section 230 of the Communications Decency Act and that OnSign TV cannot be held liable for any commercial or personal torts in its role as a publisher of information provided by third parties. Though OnSign TV may edit, remove, or control the content submitted to and displayed through the Software by third parties, it will not be held liable for that content. The Software may contain links to third-party websites. The inclusion of such links does not imply approval or endorsement of the linked site by OnSign TV.

Payment. When You register and use a User Account to access the Software, OnSign TV may provide You with the ability to make payments to OnSign TV for services, including, but not limited to, for the licensing of the Software. All fees paid to OnSign TV will be payable in the amounts and upon the payment schedule listed in the Software or on the OnSign TV website. All payments made to OnSign TV are non-refundable. You represent and warrant that You will timely pay all fees and charges, including, but not limited to, in those instances in which You agree that OnSign TV may charge Your payment method on a reoccurring basis. OnSign TV reserves the right to terminate Your User Account and access to the Software for Your failure to timely pay. All fees will be quoted and payable in United States Dollars. You agree that You will not initiate any chargebacks against OnSign TV unless approved by OnSign TV in writing. You understand and agree that You will be held responsible for any costs or fees associated with any unauthorized chargebacks. Any disputes as to payment must be brought to OnSign TV’s attention in writing within thirty (30) days or will otherwise be barred.

Use of Open-Source Software. OnSign TV’s Software use a series of modules that are authorized under open-source software licenses, including LGPL v2.1, LGPL v. 3.0, MIT, and Apache.

For the Qt Libraries, which are licensed under LGPL v. 3.0, these libraries are copyright their respective authors and OnSign TV hereby disclaims all copyright interests in these libraries. These libraries are free software; you can redistribute them and/or modify them under the terms of the GNU Lesser General Public License as published by the Free Software Foundation; either version 3.0 of the License, or (at your option), any later version.

These libraries are distributed in the hope that they will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Lesser General Public License for more details.

For the QtAV, FFMpeg and libVLC Libraries, which are licensed under LGPL v. 2.1, these libraries are copyright their respective authors and OnSign TV hereby disclaims all copyright interests in these libraries. These libraries are free software; you can redistribute them and/or modify them under the terms of the GNU Lesser General Public License as published by the Free Software Foundation; either version 2.1 of the License, or (at your option), any later version.

You should have received a copy of the GNU Lesser General Public License along with this library; if not, write to the Free Software Foundation, Inc., 51 Franklin Street, Fifth Floor, Boston, MA 02110-1301, United States of America.

Taxes. You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with Your use of the Software. OnSign TV will report as income all payments received from You to OnSign TV to all proper taxing authorities.

Privacy Policy.

1. Introduction.

1. 1. OnSign TV has adopted the following privacy practices (“Privacy Policy”) to inform you of its collection and use of your personal or personally identifiable information. OnSign TV values your privacy and has adopted this Privacy Policy in an effort to remain transparent with respect to its collection and use of this information

1. 1. OnSign TV reserves the right to suspend, replace, modify, amend, or terminate this Privacy Policy at any time and within its sole and absolute discretion. Your continued use of the Software after a change in this Privacy Policy will constitute your manifestation of assent to and agreement with any replacement, modification, or amendment herein.

1. Information Collected.

1. 1. OnSign TV may collect the following personal information from You:
    1. Email address;
    2. Username;
    3. Password;
    4. First name;
    5. Last name;
    6. Phone number;
    7. Address;
    8. City;
    9. State or province;
    10. Country;
    11. Zip code;
    12. Payment information; and
    13. Any other information that you voluntarily submit through the Software;

1. 1. OnSign TV may also collect the following personally identifiable information from you:
    1. Information collected through first and third-party cookies, including, but not limited to, session cookies and persistent cookies;
    2. IP address;
    3. Geolocation data;
    4. Pixel tags;
    5. Web beacons; and
    6. Your use of the Software.

1. OnSign TV’s Use of Personal or Personally Identifiable Information.

1. 1. OnSign TV may use this information to provide you with support, to register your User Account, to provide you with the Software, to communicate with you about your User Account or purchases, to transmit information to a third party to aid you in completing a transaction, such as making a payment to OnSign TV, to tailor the Software to your preferences, or to update you on OnSign TV’s offerings.

1. Information Security.

1. 1. OnSign TV works to protect the security of your personal and personally identifiable information and has implemented industry standard encryption to protect against unauthorized access to or interception of Your personal and personally identifiable information. You are responsible for the security of the username and password associated with your User Account and you have an ongoing duty to guard against unauthorized access. In the event You discover unauthorized access to Your User Account, You must immediately inform OnSign TV of the details of the unauthorized access.

1. 1. OnSign TV collects and processes your personal and personally identifiable information on servers located within the United States and, through your use of the Software, you hereby expressly agree to the processing of your personal and personally identifiable information within the United States.

1. Sharing of Personal and Personally Identifiable Information

1. 1. OnSign TV does not sell or rent Your personal or personally identifiable information to third parties. OnSign TV may, however, share your personal or personally identifiable information with third parties that use the Software in order to provide the services offered through the Software. OnSign TV may also share your personal information with third party service providers retained by OnSign TV, such credit card processors and marketing agencies, to provide you with additional information on the products or services of OnSign TV or to aid you in the performance of OnSign TV’s services. OnSign TV may also transfer your personal or personally identifiable information to third parties upon your consent.

1. 1. OnSign TV may transfer Your personal or personally identifiable information to share information with its parents or subsidiaries or to a third party in a sale of OnSign TV. OnSign TV may also transfer Your personal or personally identifiable information to respond to a duly authorized subpoena or court order, to respond to regulatory requests by government authorities, to protect the safety or security of OnSign TV, the Software, its employees, and its users, and, where necessary, to protect against fraud, false advertising, or the violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international.

1. Ceasing the Collection and Use of Personal or Personally Identifiable Information

1. 1. You may cease OnSign TV’s collection and use of Your personal or personally identifiable information by discontinuing Your use of the Software.

1. Duties When Using the Software

1. 1. When using the Software, You have the duty to immediately update OnSign TV when Your personal information changes. You may update Your personal information by accessing Your User Account. Additionally, You have a duty to protect the security of Your User Account. Additionally, You have the duty to protect the security of Your User Account, including protecting against unauthorized access to your User Account and protecting your username and password. You are advised not to share Your username or password with third parties.

1. California Privacy Rights.

1. 1. California residents may obtain once a year, and without charge, a list of Your personal information that OnSign TV has disclosed to third parties for marketing purposes within the previous calendar year. This includes a list of all personal information disclosed to third parties, as well as the names and addresses of the third parties that received your personal information. If you are a California resident and would like to make a request for disclosure under this section, please contact privacy@onsign.tv in writing.

Copyright Policy.

1. OnSign TV will respond to all duly authorized notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you believe that a user of the Software has infringed upon your copyright rights, you may provide OnSign TV with a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act. Upon receipt of a notice that complies with the Digital Millennium Copyright, OnSign TV will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification under the Digital Millennium Copyright Act.

1. All notices of copyright infringement submitted to OnSign TV must contain the following:

1. 1. the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
  2. identification of the copyrighted work(s) alleged to have been infringed;
  3. the location of the copyrighted work(s) in the Software;
  4. your contact information, such as an address, telephone number, fax number, or email address;
  5. a statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
  6. a statement, under penalty of perjury, that the information contained in the notification is accurate and that you are authorized to act on behalf of the copyright owner

1. Upon receipt of a duly authorized notice of infringement, OnSign TV will undertake reasonable efforts to notify the poster of the allegedly infringing content so that the poster may issue a counter-notification. Counter-notifications must contain the following:

1. 1. The physical or electronic signature of the User;
  2. Identification of the material that has been removed or the location where the material previously appeared;
  3. A statement, under penalty of perjury, that the subscriber has a good faith belief that the material was removed due to mistake or misidentification; and
  4. The subscriber’s name, address, and telephone number and a statement that the subscriber consents to the jurisdiction of the federal district court in which the subscriber is located.

1. All notices of infringement may be sent to copyright@onsign.tv.

Term and Termination. The term of this Agreement will begin upon Your first accessing of the Software and will continue until the earlier of the following: (i) OnSign TV terminates Your access to the Software; or (ii) You cease using the Software and terminate Your User Account. OnSign TV reserves the right to terminate the Software or Your access to the Software in its sole and absolute discretion and without prior notice.

Disclaimer of Warranties and Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT OnSign TV WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE SOFTWARE OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT OnSign TV’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE SOFTWARE OR $1,000, WHICHEVER IS LESS.

Indemnification. You agree to indemnify, defend, and hold harmless OnSign TV, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives, from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) Your use of the Software, (ii) Your violation of any term or condition of this Agreement; (iii) Your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (iv) violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend OnSign TV will not provide You with the ability to control OnSign TV’s defense, and OnSign TV reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.

Arbitration. If a dispute arises out of or relates to this Agreement, or its breach, and the parties have not been successful in resolving the dispute through direct negotiation, the parties shall attempt to resolve the dispute through non- binding mediation by submitting the dispute to a sole mediator selected by the parties or, at the option of a party, to mediation by the American Arbitration Association (“AAA”). Each party shall bear its own expenses and an equal share of the expenses of the mediator and the fees of the AAA. The parties, their representatives, other participants and the mediator shall hold in confidence the existence, content and result of the mediation. If the dispute is not resolved by the mediation, the parties shall have the right to resort to any remedies permitted by law. Defenses based on the passage of time are suspended upon submitting the dispute to the mediator and during the mediation. The time period during the mediation shall be disregarded in calculating such defenses. Nothing in this clause shall be construed to preclude any party from seeking injunctive relief in order to protect its rights before, during or after mediation.

YOU UNDERSTAND AND AGREE THAT CLASS OR COLLECTIVE ARBITRATION IS PROHIBITED UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT NO CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR REQUESTS FOR RELIEF MAY BE ASSERTED IN ANY ARBITRATION PROCEEDING HELD UNDER THIS AGREEMENT. ANY QUESTION CONCERNING THE INTERPRETATION OF OR ENFORCEABILITY OF THIS CLASS ACTION WAIVER WILL BE DECIDED BY A COURT AND NOT THE ARBITRATOR.

Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws principles..

Force Majeure. OnSign TV will not be responsible for any delay or failure in performance of the Software arising out of any cause beyond OnSign TV’s control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents.

Survivability. The representations, warranties, duties, and covenants made by You under this Agreement will survive the termination of this Agreement, Your User Account, or the Software, including, but not limited to, Your duty to indemnify and defend OnSign TV.

Assignment. You are expressly prohibited from assigning Your rights and duties under this Agreement. OnSign TV reserves the right to assign its rights and duties under this Agreement, including in a sale of OnSign TV or the Software.

Waiver and Integration. No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.

OnSign TV End User License Agreement

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