Terms and Conditions

These General Terms & Conditions and any information relating to the Service/Package purchased from Digital Signage Resolutions LLC forms the Agreement between Us. If any of these General Terms & Conditions are inconsistent with any terms set out in Digital Signage Resolutions LLC Service specific terms & conditions, the Service specific terms & conditions shall prevail.

  1. Definitions

    1.1 “Agreement” means any agreement to which these terms & conditions are incorporated.

    1.2 “Digital Signage Resolutions LLC” means Digital Signage Resolutions LLC with registered company number 46-5571524.

    1.3 “Package” means a collection of Services.

    1.4 “Prices” means the Prices for the Services set out in order form or as otherwise notified to You.

    1.5 “Services” means the Services to be provided by Digital Signage Resolutions LLC.

    1.6 “You/Your” means the person or company who purchases Services from Digital Signage Resolutions LLC.

    1.7 Xibo Digital Signage Solution is a digital signage package based on “Xibo.”

    1.8 “Xibo” is an Open Source Digital Signage Solution provided by Digital Signage Resolutions LLC as a value-added digital signage solution named “Xibo”.

  2. Duration and Automatic Renewal of Services

    2.1 Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, all Services for which payment is required on an annual basis are provided for a fixed annual (i.e. 12 month) term.

    2.2 Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, all Services for which payment is required annually in advance shall be provided for a fixed annual (i.e. 12 month) term. The contract will automatically renew on its anniversary date and continue for successive further 12 month periods, unless terminated in accordance with these General Terms & Conditions or the Services or Package specific terms, if different to these General Terms & Conditions.

    2.3 Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, all Services for which payment is required monthly in advance shall be provided for a fixed monthly term. The contract will automatically renew on its anniversary date and continue on a successive, monthly period, unless terminated in accordance with these General Terms & Conditions or the Services or Package specific terms, if different to these General Terms & Conditions.

    2.4 Please be aware that unless You terminate the Services in accordance with clause 3 below or the Services or Package specific terms, the Services will automatically renew on the anniversary date of the contract for a successive contract term and You will be responsible for a further 12 months or monthly Prices whichever is applicable. If you choose to terminate the Services any time after the anniversary date of the contract You will still be required to pay the Prices for the remaining period of the then current term of the contract.

  3. Cancellations

    3.1 You are entitled to cancel the Services by submitting a cancellation request to our support team via email no less than 14 days prior to the anniversary date of the contract term or the relevant service specific terms & conditions pertinent to the Services or Package you have purchased.

    3.2 Digital Signage Resolutions LLC reserves the right to cancel and/or suspend Your Service at any time without notice if You breach these General Terms & Conditions and/or Service Specific Terms & Conditions..

  4. Refunds

    4.1 Charges due on a pre-pay basis (together with account set-up fees, where applicable, excluding hardware purchased directly from Digital Signage Resolutions, LLC), are non-refundable.

    4.2 If You contravene Your Agreement with Digital Signage Resolutions LLC, a refund will not be issued in the event of a cancellation. 4.3 Credit notes can only be used for payment (or partial payment) of Your Service, and are non-refundable.

  5. Payment

    5.1 All Services and Packages must be paid for in advance in accordance with the specific provisions of that Service or Package.

    5.2 Payment will be due on the basis of the Service and/or Package You have selected. If You have purchased Services on an annual (12 month) You will be required to pay annually.

    5.3 You will be not be automatically charged the Price again on the anniversary date of the contract term. Payment of the Price will be invoiced prior to the anniversary date of the contract term.

    5.4 Digital Signage Resolutions LLC reserves the right to change the Prices and/or nature of its Services by giving You written notice of those changes. Notice of changes to Prices and/or Services will be given by e-mail to the e-mail address held in Your Digital Signage Resolutions LLC Account. If You have already purchased a particular Service then the change in the Price or nature of that Service will only become effective when the Service reaches the end of its current term. You will be charged the new Price when the Service is automatically renewed at the end of the current term.

    5.5 All payments must be made in USD, inclusive of applicable taxes.

    5.6 You warrant that You are lawfully authorized to make payment using the payment card or facility You disclose to Digital Signage Resolutions LLC. In the event that You are not the named card holder, You acknowledge that You and the party who is the named card holder both accept Digital Signage Resolutions LLC’s Terms & Conditions and are jointly and severally liable for the payment of all Prices for which payment will be taken from the payment card, the details of which You have provided. You will indemnify and hold Digital Signage Resolutions LLC harmless in the event that the cardholder or issuer declines any transaction for payments to Digital Signage Resolutions LLC, including all of Digital Signage Resolutions LLC costs in administering Your non-payment and obtaining payment of those Prices due.

    5.7 Where You provide Digital Signage Resolutions LLC with information relating to a third party, including but not limited to the use of their payment details, either in accordance with clause 5.6 above or for any other purpose, You warrant that You have obtained express consent from the third party for Digital Signage Resolutions LLC to use their information and you consent that we may share your information, including but not limited to the Services You have purchased, to enable the third party to ascertain the terms of your Agreement with Us and why we are authorized to take payment from the third party’s payment card or PayPal account, if necessary, to contact the third party for the purposes of this Agreement.

    5.8 Digital Signage Resolutions LLC reserves the right to suspend Services until payment is received in full and all outstanding debt is cleared. Any non-payment of a recurring invoice may be subject to a $20 administration charge. You are responsible for all money owed on the account from the time it was established until Digital Signage Resolutions LLC accepts Your cancellation request. You are responsible for any additional costs incurred by Digital Signage Resolutions LLC in the collection of outstanding debt.

    5.9 You are required to have a valid email address registered to Your account at all times, failure to do so will result in automatic suspension of Your account.

    5.10 No bills or invoices will be sent by regular mail. All invoices will be sent directly to You via email shortly after the purchase or automated renewal transaction is completed.

    5.11 If You fail to pay all Prices due, Digital Signage Resolutions LLC reserves the right to interrupt, suspend or cancel the Services to You. Such interruption, suspension or cancellation does not relieve You from paying all Prices which are overdue and payable to Digital Signage Resolutions LLC.

    5.12 Any unused Credit notes on Your Account will be taken in payment of Your Service. Where the value of the unused Credit note is less than the total payment due, the remainder of the balance will be invoiced to You.

  6. Chargebacks

    6.1 If You withdraw any payments made via a bank, credit card or PayPal account (a “chargeback”) You may be subject to a administration fee of $150, should Digital Signage Resolutions LLC deem the chargeback to be unfair. Digital Signage Resolutions LLC also reserves its right to defend such chargebacks and recover the original monies from You or the card issuer.

    6.2 If a chargeback is made, Digital Signage Resolutions LLC reserves the right to interrupt, suspend or cancel the Services. Such interruption, suspension or cancellation does not relieve You from paying the original Prices which are overdue and payable to Digital Signage Resolutions LLC.

  7. Appropriate Service Use

    7.1 Digital Signage Resolutions LLC reserves the right to refuse Service and/or access to its servers and/or Services to anyone.

    7.2 Digital Signage Resolutions LLC does not allow any content which breaches our Acceptable Use Policy to be stored on its servers:

    7.3 Refusal of Service based on the content being contrary to our Acceptable Use Policy is entirely at the discretion of Digital Signage Resolutions LLC.

    7.4 Digital Signage Resolutions LLC reserves the right to move Your data to a different server with no previous notice.

    7.5 Digital Signage Resolutions LLC accept no liability to you or any third parties for losses arising from the purchase and/or use of any services or products offered on our website, use of third party servers or cloud-based services, or directly purchased from a representative of Digital Signage Resolutions LLC or any third-party affiliates.

    7.6 The Designator Media players 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.

  8. Scheduled maintenance

    8.1 To guarantee optimal performance on the servers, it is necessary for Digital Signage Resolutions LLC to perform routine maintenance. Such maintenance often requires taking Digital Signage Resolutions LLC servers off-line, typically performed during off-peak hours. Digital Signage Resolutions LLC will give You advance notice of maintenance requiring the servers to be taken off-line whenever possible.

  9. Support

    9.1 We will endeavour to provide a continuous high quality service. If You experience problems with Your Service, You should consult Digital Signage Resolutions LLC by phone or email.

    9.2 Please note we may require suspension of some of Digital Signage Resolutions LLC Services for short scheduled periods to carry out maintenance or repair to Digital Signage Resolutions LLC Services. Information concerning scheduled downtime is available on the Digital Signage Resolutions LLC website, as are details of any interruptions to Digital Signage Resolutions LLC Services.

  10. Data Usage

    10.1 If You exceed the limits on Digital Signage Resolutions LLC products then we will automatically charge You for the additional space You use at Digital Signage Resolutions LLC current Prices. For example if You have a 150MB of storage and 200MB is in use at any point during a month then we will charge for the extra 50MB in that month.

  11. Ownership of data

    11.1 All data created or stored by You within Digital Signage Resolutions LLC’s applications and servers and third party servers are Your property. Digital Signage Resolutions LLC shall allow access to such data by only authorized Digital Signage Resolutions LLC personnel or third party partners who manage our servers/cloud subscriptions. Digital Signage Resolutions LLC 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 Digital Signage Resolutions LLC’ servers.

    11.2 You are responsible for backing up Your data.

  12. Passwords

    12.1 It is the account owner’s responsibility to keep his/her password(s) confidential, and to change the password on a regular basis. Digital Signage Resolutions LLC is not responsible for any data losses, system failures, security issues, or incidents due to stolen passwords, breached networks or hacked systems. Digital Signage Resolutions LLC recommends that You use passwords that contain numbers and symbols in order to prevent unauthorized users from guessing commonly-used choices (i.e. “12345”, “password”, etc.).

  13. Your personal details

    13.1 Please note that whilst Your email is primarily used for billing purposes, Digital Signage Resolutions LLC reserves the right to email You information about enhancements to Digital Signage Resolutions LLC systems and product offerings. You can unsubscribe from marketing communications within your customer portal.

  14. Disclaimers and Warranties

    14.1 Digital Signage Resolutions LLC 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, Digital Signage Resolutions LLC 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 Service interruptions caused by Digital Signage Resolutions LLC and its employees.

    14.2 Digital Signage Resolutions LLC makes no warranties or representations that any Service will be uninterrupted or error-free. You accept all Services provided hereunder “as is” without warranty of any kind.

    14.3 So far as permitted by law and particularly in respect of non-consumers, all implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to the exercise of reasonable care and skill, fitness for purpose and satisfactory quality (where applicable) are hereby excluded in relation to each of the Services to be provided hereunder to the fullest extent permitted by law.

    14.4 For the avoidance of doubt, any use of the Services and/or any Package in the course of conducting business shall give rise to you being a non-consumer and the provisions of this Agreement affecting the statutory consumer protection you would otherwise be afforded as a consumer shall not apply.

  15. Liability

    15.1 Digital Signage Resolutions LLC shall not be liable for any loss or damage of whatsoever nature suffered by You arising out of or in connection with any breach of this Agreement by You or any act, misrepresentation, error or omission made by You or on Your behalf.

    15.2 Digital Signage Resolutions LLC will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by You or for any wasted management time or failure to make anticipated savings or liability You incur to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.

    15.3 No matter how many claims are made and whatever the basis of such claims, Digital Signage Resolutions LLC maximum aggregate liability to You under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by other provisions in this Agreement) whether such claim arises in contract or in tort shall not exceed a sum equal to the fees paid by You for the Services in relation to which Your claim arises during the 12 month period prior to such claim.

    15.4 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Digital Signage Resolutions LLC, its employees or its sub-contractors.

    15.5 Digital Signage Resolutions LLC shall not be liable for any interruptions to the Services or outages arising directly or indirectly from:-

    15.5.1 interruptions to the flow of data to or from the internet;

    15.5.2 changes, updates or repairs to the network or software which it uses as a platform to provide the Services;

    15.5.3 the effects of the failure or interruption of Services provided by third parties;

    15.5.4 factors outside of Digital Signage Resolutions LLC reasonable control;

    15.5.5 Your actions or omissions (including, without limitation, breach of Your obligations set out in the Agreement) or those of any third parties;

    15.5.6 problems with Your equipment and/or third party equipment;

    15.5.7 interruptions to the Services requested by You.

  16. Force Majeure

    16.1 Digital Signage Resolutions LLC shall not be responsible for any failure to provide any Services or perform any obligation under the Agreement because of any act of God, strike, lock-outs or other industrial disputes, whether involving the workforce of Digital Signage Resolutions LLC (or any other party) or compliance with any law of governmental or any other order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers, work stoppage, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunication Services generally, or other similar force beyond its reasonable control.

  17. Non-Waiver

    17.1 The failure of Digital Signage Resolutions LLC to require Your performance of any provision shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Digital Signage Resolutions LLC of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

  18. Survival

    18.1 The provisions, terms, conditions representations, warranties, covenants, and obligations contained in or imposed by this Agreement which by their performance after the termination of this Agreement, shall be and remain enforceable notwithstanding termination of the Agreement for any reason. However, neither party shall be liable to other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms but each party shall be liable for any damage from any breach by it of this Agreement.

  19. Notice

    19.1 You agree that any notice or communications required or permitted to be delivered under this Agreement by Digital Signage Resolutions LLC to You shall be deemed to have been given if delivered by e-mail, in accordance with the contact information You have provided.

  20. Governing Law

    20.1 Your rights and obligations and all contemplated by this Agreement shall be governed by United States of America law and You submit to the exclusive jurisdiction of the United States of America courts.

  21. Legal Fees

    21.1 If any legal action or proceeding, including arbitration, relating to the performance or the enforcement of any provision of this Agreement is brought by any party to this Agreement, the prevailing party shall be entitled to recover reasonable legal fees, expert witness fees, costs and disbursements, in addition to any other relief to which the prevailing party may be entitled.

  22. Assignment

    22.1 You shall not assign, sub-license or transfer Your rights or obligations under this Agreement to any third party without the prior written consent of Digital Signage Resolutions LLC However, in the event that Digital Signage Resolutions LLC consents to such an assignment, sub-license or transfer, then this Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

  23. Entire Agreement

    23.1 This Agreement constitutes the entire Agreement between the parties and agreements are representations or warranties, express or implied, statutory or otherwise and no agreements collateral here to than as expressly set or referred to herein. This Agreement supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein.

  24. Amendment in Writing

    24.1 We may update or amend these General Terms and Conditions, the Service Specific Terms & Conditions including any technical specification relating to the Services and/or Package, the Acceptable Use Policy, Privacy Policy and any information relating to the Services/Package from time to time to comply with law or to meet our changing business requirements.

  25. Further Assurances

    25.1 The parties shall execute such further and other documents and instruments and take such further and other actions as may be necessary to carry out and give full effect to the transactions contemplated by this Agreement.

  26. Relationship of the Parties

    26.1 Nothing in this Agreement shall be construed as creating an agency relationship, partnership or joint venture between the parties.

  27. Joint and Several Obligations

    27.1 If any party consists of more than one entity, their obligations hereunder are joint and several.

  28. No Third Party Beneficiaries

    28.1 This Agreement does not provide and shall not be constructed to provide any third parties, with any remedy, claim, cause of action or privilege.

  29. Severability

    29.1 In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. Digital Signage Resolutions LLC will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Digital Signage Resolutions LLC as reflected in the original provision.

  30. Software as a service

    30.1 The Xibo Digital Signage solution free software and is provided as a service under the license terms it is released under.

    30.2 Digital Signage Resolutions LLC offer no extra warranty or guarantee for the Xibo Digital Signage Solution.

  31. Free of Charge Services

    31.1 Digital Signage Resolutions LLC may, from time to time, offer free services

    31.2 Digital Signage Resolutions LLC retains the right to charge you an application fee or subscription fee you for ongoing use of these free services. (with your explicit consent)

    Please note: by signing up for any of Digital Signage Resolutions LLC’s Services, whether under the Xibo or the Xibo brands, You agree to be bound by all Digital Signage Resolutions LLC terms and conditions.