xogo, digital signage, end user license agreement, EULA

End User License Agreement (Last Updated 27 July 2021)

Please read this End User License Agreement (“EULA”) before You download and use the Software. Your access to and use of the Software are conditioned on your acceptance of and compliance with this EULA. By accessing or using the Software you agree to be bound by this EULA.

We may revise this EULA from time to time without direct notice to you, and the most current version of this EULA will be available at https://www.xogo.io/eula. By continuing to access or use the Software after those revisions become effective, you agree to be bound by the revised EULA. If You do not agree with the terms of this EULA, please do not download or use the Software.

If You accept the terms and conditions in this EULA on behalf of a company or other legal entity, You warrant that You have full legal authority to accept the terms and conditions in this EULA on behalf of such company or other legal entity, and to legally bind such company or other legal entity. You may not accept this EULA if You are not of legal age to form a binding contract with XOGO.

1. Definitions

1.1 - In this EULA the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:

  • “Activate” turning the Free Version into the Paid Version of the same application via an in-app purchase;

  • “XOGO” XOGO Inc., PO Box 372, Valleyford WA, 99036, USA;

  • “Software” any software application and/or all of the contents of the files and/or other media, including software setup files, licensed to You by XOGO, including any Updates;

  • “Free Version” the license to Use the Software on one media player free of charge, with limitations;

  • “Paid Version” the license to Use the Software on an unlimited number of media players, for a Subscription fee of X dollars per media player per month, payable via the XOGO Content Manager application;

  • “Subscription” the monthly fee paid in order to Use the Paid Version of the Software;

  • “Updates” any modified versions of, or additions to the Software (excluding major point upgrades of the Software);

  • “Use” to access, download, install, copy or otherwise benefit from using the Software;

  • “Content” videos, still images or other media files uploaded by You into the Software, for display on digital signs;

  • “You” you, the final and ultimate user of the Software or the authorized representative of a company or other legal entity that will be the final and ultimate user of the Software, and the company or other legal entity that will be the final and ultimate user of the Software, if applicable.

  • “Affiliated Company” means any corporation, company or other entity which: (i) is Controlled by a party; (ii) Controls a party; or (iii) is under common Control with a party. “Control” is assumed when more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity.

1.2 - This EULA applies to any licenses granted to You by XOGO for the use of the Software.

1.3 - By downloading and using the Software, You enter into this EULA with XOGO.

1.4 - This EULA may be modified from time to time. XOGO will notify you of such modifications on its website or otherwise, e.g. via the email address used for the activation of the Software. Modifications to this EULA shall only apply upon acceptance by You.

2. License

2.1 - XOGO grants You and your Affiliated Companies a non-exclusive, non-transferable, limited, after-the-Subscription-term revocable license to Use the Software in accordance with this EULA. XOGO reserves all rights not expressly granted to You.

2.2 - XOGO is and remains the owner of any intellectual property rights with respect to the Software. You shall not acquire any ownership of the Software as result of Your purchase of a Subscription or Your Use of the Software.

3. Permitted Use and Restrictions

3.1 - In order to be able to install the Software and receive Updates and upgrades, Your computer must have access to the Internet.

3.2 - You shall Use the Free Version or Paid Version in accordance with applicable laws and shall not:

a) Rent, lease, lend, sell, redistribute, sublicense or otherwise commercially exploit the Subscription;

b) Use the Free Version or Paid Version for any unlawful or illegal activity, or to facilitate an unlawful or illegal activity;

c) Delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Software; or

d) Copy (except as otherwise provided in this EULA), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Software or any parts thereof, except to the extent permitted by applicable law.

e) As an individual or organization, set up multiple instances of the Free Version in order to avoid upgrading to the Paid Version

3.3 - XOGO may modify the Software at any time at its sole discretion and without notice to You, for example to comply with applicable law or a court order, to avoid a third party infringement claim or to provide Updates and upgrades.

3.4 - XOGO for Microsoft Teams Rooms is a premium add-on and has no Free Version; therefore to Use the Software, You must Activate the Paid Version.

4. Maintenance and Support

4.1 - XOGO will notify You of any available Updates and upgrades.

4.2 - You will be entitled to receive Updates free of charge via the app store(s) where you downloaded the Software.

4.3 - Any maintenance and support provided by XOGO, including the provision of Updates and upgrades, will be provided in an adequate way on an “as is” basis without any warranty.

4.4 - In order to be eligible for Updates and upgrades, your XOGO players must be connected to the Internet at least once per month

5. Use of Data

5.1 - XOGO and its subsidiaries may periodically collect and use technical and related data concerning the Software You have downloaded, including about the version number of the Software You have installed and about the system You have installed the Software on. XOGO will use such data to facilitate maintenance and support with respect to the Software, to improve its products and to provide further services or technologies to You.

5.2 - XOGO may process personal data to provide maintenance and support to You with respect to the Software and to comply with its obligations under this EULA. To the extent XOGO will process personal data, it will comply with its obligations under applicable data protection law. Please see our privacy policy for more details on the processing of Your personal data that XOGO has collected and received through its website.

6. Disclaimer

6.1 - The Software and accompanying documentation are provided on an “as is” and “as available” basis without warranty - express or implied - of any kind, and XOGO specifically disclaims the warranty of fitness for a particular purpose. No oral or written advice given by XOGO, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and You may not rely upon such information or advice.

7. Liability Limitation

7.1 -The liability of XOGO and any third party that has been involved in the creation, production, or delivery of the Software for all damages arising out of or in any way relating to the Free Version, the Paid Version, Content, the Software and/or this EULA shall in no event exceed the monthly Subscription price of the software.

7.2 - XOGO and any third party that has been involved in the creation, production, or delivery of the Software or Content are under no circumstances liable for consequential or indirect damages (including damage for loss of profit, business interruption, loss of data, and the like arising out of the use or inability to use the Software).

7.3 - Without limitation as stated above, XOGO will defend, indemnify and hold harmless You and Affiliated Companies and its and their officers, employees, agents and customers from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any infringement or alleged infringement of any third intellectual property rights (including but not limited to copyright, patent or trademark rights).

8. Termination

8.1 - This EULA will continue to be in force until the expiry or termination of the Free Version or Paid Version.

8.2 - XOGO is entitled to terminate the Free Version or Paid Version by blocking the Subscription or user account during the license term with immediate effect and without prior notice in the event that You fail to comply with the terms in this EULA, in the event You fail to pay Your Subscription fee for the Paid Version within the applicable payment term, or in the event XOGO is required to do so by law or an order of an applicable court.

8.3 - Upon termination of the Free Version or Paid Version, You shall cease all use of the Software and shall destroy all copies thereof. XOGO does not offer refunds for used or unused Software Subscriptions.

8.4 - You acknowledge that the provisions of this EULA, which by their nature are intended to survive termination, will remain in effect after termination of this EULA.

9. Governing Law and Disputes

9.1 - This EULA shall be governed by and construed in accordance with the laws of the state of Washington, USA.  Any dispute between XOGO and You that is not remedied by arbitration shall exclusively be submitted to a court in the state of Washington, USA.

 

 

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