Terms And Conditions

2. As required by law and/or in response to service of legal process, such as a court order, summons, subpoena, and the like. Add-Savvy shall use reasonable efforts to notify Customer in advance of any such disclosure.

3. For Information that is not identifiable to an individual or entity, Add-Savvy may use Information as set forth above in (1) and (2), may use aggregate and anonymous Information to enhance the Customer experience at the Site, to understand how the Site is used, to communicate with its Customers about Add-Savvy and the Site, and to analyze, develop, and promote its business.

4. For Information that is identifiable to an individual or entity, Add-Savvy may use Information as set forth above in (1) and (2), to implement this Agreement, and to communicate with Customer about the Services, the Site, and this Agreement.

ii. Customer can access its account, review the information that is stored, and revise or delete that Information. Customer will need to send Add-Savvy a written request to delete its entire account.

c. Indemnification.

i. Customer acknowledges that its account with Add-Savvy and its access to the Services and Site is based upon the truth of the promises, statements, and representations made in this Agreement, including the terms of this agreement. Customer hereby indemnifies, holds harmless, and agrees to defend Add-Savvy against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against Add-Savvy in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the promises, statements, representations, and warranties. This obligation survives termination of this Agreement.

ii. In addition to the obligation of indemnification, above, Customer agrees to use its best efforts to assist Add-Savvy in the investigation and resolution of any third party claim or assertion inconsistent with Customer’s representations and warranties. Customer agrees to provide such assistance at no charge and promptly upon receipt of notice from Add-Savvy of such claim or assertion.

iii. You acknowledge that Add-Savvy is providing equipment to you for your use, and that Add-Savvy has no control over how the equipment is used. You hereby agree to indemnify, defend and hold harmless Add-Savvy and its officers, directors, employees, agents and contractors (collectively, “Indemnified Parties”) from and against any and all third-party claims, demands, losses, liabilities, damages, suits, actions, attorneys’ fees and costs (collectively, “Claims”) that any of the Indemnified Parties incur or suffer arising out of or otherwise relating to (i) the use or inability to use any of the equipment purchased under this agreement or related purchase order, or any portion thereof; (b) any personal injury or property damage caused directly or indirectly by use or misuse of the equipment purchased under this agreement or related purchase order, or any portion thereof; or (c) any use of the equipment, in whole or in part, in violation of any federal, state, country, local or municipal law, rule, regulation, ordinance or similar edict.

6. Third Party Content.

a. The digital signage content management system makes information of third parties available, including articles, news reports, calculation tools, videos, images, RSS feeds, airline data, and data about financial markets, and other data (the “Third Party Content”). You acknowledge and agree that the Third Party Content is not created or endorsed by nor any business offering products or services through it. The provision of Third Party Content is for general informational purposes only and does not constitute a recommendation or solicitation to purchase or sell any product, security, video, images or information. You acknowledge that the Third Party Content provided to you is obtained from sources believed to be reliable and that no guarantees are made by the digital signage content management system or the providers of the Third Party Content as to its accuracy, completeness, timeliness. You agree not to hold the provider of this digital signage content management system, any business offering products or services through this software or any provider of Third Party Content liable for any investment or purchase decision or other transaction You may make based on your reliance on or use of such data, or any liability that may arise due to delays or interruptions in the delivery of the Third Party Content for any reason.

b. Third Party Content is the property of its respective provider or its licensor and is protected by applicable copyright law as set forth below. You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the ThirdParty Content in any manner without the express written consent of the Third Party Content Provider.

c. THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE, AND NO WARRANTY OF NON-INFRINGEMENT. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING USE OF THIRD PARTY CONTENT.

7. Access; Uptime, Security; Release of Liability.

a. Content Backup. Customer is responsible for downloading and backing up copies of all its Content on a regular basis to ensure that it always has access to its own Content. Although Add-Savvy has designed the Site to enable uptime of over 98%, Add-Savvy may rely upon third parties for power, data storage, server access, software maintenance, system troubleshooting, system security, and other technology services.

b. Release of Liability. Add-Savvy agrees to use reasonable measures to support the operation of the Site & applications dependent upon the site, and provide security for the Content. The Site, which also powers other applications, will occasionally be down (and the Content inaccessible) for testing, upgrading, and maintenance, thus, while the site is down, other applications powered by site will also be down during that time. Add-Savvy does not represent that the Site or the applications dependent on the site will always be accessible or that Content is 100% secure. Customer hereby releases and agrees not to sue Add-Savvy for any loss of Content, inability to access Content, inability to access site or related applications or other damages or claims arising from or relating to the availability of the Site and the Services.

c. Ongoing technical support for any deliverable provided under a Statement Of Work (SOW) is subject to the availability of Add-Savvy resources.

d. Content provided by Add-Savvy is "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Add-Savvy does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free.

8. Hardware Shipping and Installation.

a. Delivery. If Customer purchases monitors, computers, devices, or other equipment
(“Hardware”) from Add-Savvy, Add-Savvy shall be responsible for delivery of such Hardware. All Hardware is FOB Customer premises. Add-Savvy shall transfer to Customer title to the Hardware, and Customer shall be entitled to the benefit of all remedies, warranties, and technical services relating to the Hardware from the original equipment manufacturer (“OEM”). Add-Savvy warrants that it has title to all Hardware delivered under this contract, free and clear of all claims, liens or encumbrances. If Customer and/or Client decides to no longer pay for Add-Savvy services, Customer and/or Client may request the Add-Savvy Installation Team to un-mount screens at a pre-determined rate.

b. Installation. If Customer opts not to use the Add-Savvy installation team to install signage hardware (including flat-screens) Customer and/or Client shall hold Add-Savvy harmless if hardware installation in anyway violates any guidelines, does harm to any third party in anyway, or doesn’t meet the standard of local ordinance.

Customer and/or Client will indemnify, defend, and hold harmless Add-Savvy for any damages that result, if hardware installation in anyway violates any guidelines, does harm to customer or any third party in any way, or does not meet the standard of local ordinance.

Customer agrees to allow Add-Savvy construction workers to engage in light contracting work in order to properly install screens and other hardware. Add-Savvy will not be responsible if customer or another construction worker/resource causes damage to screens/hardware previously installed by Add-Savvy resources. If it is found that needed maintenance is a result of Customer’s or another party’s negligence, Add-Savvy may address issue, and Customer shall pay a fee for Add-Savvy construction worker’s time to address the issue. After one year from date of installation, Add-Savvy shall not be responsible for anything regarding the installation and/or performance of hardware. Customer agrees to hold Add-Savvy harmless, and/or indemnify us if damage is caused if customer resources perform installation of screens.

Customers shall sign-off on Add-Savvy SOW, which shall outline Installation services to be rendered. Installation invoice, if applicable, shall include one-installation to be completed in accordance to SOW. SOW can only be modified in writing, and modified version must be approved by both parties before work can begin/resume. If customer makes request(s) for changes after SOW installation is complete, customer shall be responsible for additional costs.

If Customer makes request for Add-Savvy contractor to complete works that’s out of scope (i.e., not pertaining directly to digital signage and/or not outlined in SOW form) contractor shall complete work entirely that’s in-scope (i.e., outlined in SOW form) before starting work that’s out-of-scope. If contractor accepts work that’s out-of-scope Add-Savvy shall not be responsible for anything needed to complete out-of scope work now or in the future. Add-Savvy shall not be responsible for any damages that result from contractor’s out-of-scope work. Add-Savvy shall not be responsible at any time now or in the future for any modifications, changes, or repairs needed to the out-of-scope work.

c. Inspection and Acceptance. Hardware is “Accepted” seven (7) days after delivery to Customer unless, within that time period, Customer notifies Add-Savvy in writing that the Hardware fails to conform to its written specifications including: missing components or elements, peripherals or pieces or non-conforming components or elements, peripherals or pieces. After such time has lapsed, Customer agrees that their order has been accepted and Add-Savvy shall not be responsible for any further obligation to provide conforming or replacement components. Add-Savvy shall use its best efforts to remedy that nonconformity within thirty (30) business days from customer’s written notice, including by replacement, repair, or shipment of Hardware to the OEM. Hardware provided to customer from Add-Savvy includes a warranty to extent of that provided by the OEM. Add-Savvy is never the OEM of hardware that is provided to customer from Add-Savvy. If hardware needs repair or replace Add-Savvy may communicate with OEM to repair/replace item but shall not be responsible to remedy item above what is provided by OEM.

d. Set-Up Fee. Add-Savvy may require a set-up fee, which is non-refundable.

e. Media Device. Add-Savvy assembles and configures its media devices solely to provide Add-Savvy’s content-management service. Communicating exclusively with Add-Savvy’s platform to manage digital signage is this media device’s only objective. Add-Savvy may not respond to any requests (neither during nor after term of service) if Add-Savvy concludes that the request contradicts the sole objective of the media device. The modifying/tampering with the device’s hardware components while device is in customer’s possession is strictly prohibited, and may result in immediate termination of services.

f. Reservation of Ownership. If customer is on a payment plan for hardware, Add-Savvy remains sole-owner of equipment/hardware or goods purchased hereunder until the purchase price and any interest, late charge or costs due are paid in full by customer. In the event of default by you in any payment due, Add-Savvy shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment, to recall equipment in transit and retake the same, to repossess any equipment or goods that are stored with you for your account without the necessity of Add-Savvy initiating any other proceedings.

g. Storage. In the event that we do not deliver hardware to Customer based on Customer’s request, a storage fee of $100.00 per unit per month will be assessed starting 30 days after the hardware is ready to be delivered to Customer.

10. Services Warranties.

a. Add-Savvy warrants that its Services shall be provided by persons knowledgeable about the field of digital signage, marketing, hardware installation, and advertising. Add-Savvy does not warrant the performance of third party providers, including without limitation, cable companies, power providers, software licensors, Web providers, and others whose goods or services are necessary for Customer’s receipt of Services. Add-Savvy does not warrant that the functions contained in the Services will meet Customer’s specific requirements, the requirements of Customer’s particular industry, will be error-free, or operate without interruption. Add-Savvy will use commercially reasonable efforts to correct bugs and maintain the Services. If Customer believes that Add-Savvy has not met this warranty, it shall notify Add-Savvy in writing of any nonconformance. Customer’s sole remedy is the foregoing in the event of receipt of nonconforming Services.

11. Sole and Exclusive Remedies.

a. The remedies provided in this agreement are the sole and exclusive remedies provided to Customer under this Agreement and are in lieu of all other remedies by contract, by law,
and at equity.

12. Disclaimer of Warranties. ADD-SAVVY EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE DISTRIBUTED ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS AND THERE MAY BE DELAYS, OMISSIONS, ERRORS OR INACCURACIES IN SUCH INFORMATION AND DATA. THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THE TERMS AND CONDITIONS. YOU WILL BEAR ANY AND ALL LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICES OR INABILITY TO USE THE SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY. NONE OF Add-Savvy, ANY LICENSOR, EMPLOYEE, AFFILIATE OR AGENT OF Add-Savvy OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EACH, A “PROVIDING PARTY”) WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR MAKES ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES OR FROM ANY INVESTMENT DECISION MADE USING THE DATA, INFORMATION, OR TRANSACTIONS PROVIDED BY THE SERVICES.

13. Confidentiality; Intellectual Property Rights.

a. Each party shall treat as confidential, and shall not disclose to any third party or use for the benefit of any party other than the party owning it, any nonpublic information of the other. Such information includes financial, technical, and customer information; product specifications and designs, models, software, and data. Add-Savvy retains all intellectual property rights in its Content, Services, Site, and software.

14. Fees and Payments.

a. Fees. Services for content-management is provided on a subscription basis. Customer shall pay the fees applicable to the Services ordered from Add-Savvy. Add-Savvy shall prepare an “Invoice” stating the Hardware/Services ordered by Customer, total amount of fees owed by Customer to Add-Savvy, and the timing of payment of such fees. Customer shall have the opportunity to review the Invoice for accuracy. The terms of the Invoice are deemed “accepted” upon the earlier of:

i. Customer signature on the Invoice, or signature on the Digital Signage agreement provided by Add-Savvy

ii. an electronic communication from Customer confirming acceptance

iii. five (5) business days after delivery of the Invoice to Customer without Customer’s written rejection of the Invoice

Customer may purchase additional Services from Add-Savvy on the terms agreed upon by the parties (then-current hourly rate, per-diem, subscription basis, or per-project). Add-Savvy may request that Customer prepay travel expenses relating to onsite meetings at Customer’s request. If Add-Savvy investigates any Customer technical problems with the Services and the problem is determined not to be inherent in the Services, Add-Savvy reserves the right to charge for its services at its then-current technical service rate.

All prices and fees are stated in U.S. Dollars. Any party remitting payment to Add-Savvy using a check shall be responsible for a $50 fee in addition to original amount of invoice if check is rejected due to insufficient funds.

Customer’s credit card will be charged based on the subscription payment plan outlined in the signage agreement & recurring authorization form.

We reserve the absolute right, at our sole discretion, to terminate our provision of the Service to you if funds are not available.

Collection Costs: If any amounts due remain unpaid and Add-Savvy is forced to collect these amounts from you, all collection costs, with an agreed minimum of 15% of the principal amount due, will be for your account only and can be claimed from you by Add-Savvy.

Customer does not own the customized media device needed to display digital signage & that’s provided by Add-Savvy. The one-time media device fee paid by customer is for customer usage of the media device during service term.

If the service term is NOT renewed, Add-Savvy may demand that all media devices be returned to Add-Savvy. Customer has 30 days from the date when Add-Savvy sends written-request for devices to be returned to do one of the following:

iv. Return media devices via first class mail to:
Add-Savvy - 2723 South State, Suite 150, Ann Arbor, MI 48104.

v. Confirm a date & time allowing Add-Savvy to retrieve media devices from customer location

If Add-Savvy has not received device(s) or permission to retrieve devices by the 30th day after Add-Savvy sends written request for device to be returned, there shall be a $10 daily fee assessed until the device has been returned to Add-Savvy.

If Add-Savvy concludes that device’s hardware components have been tampered with / modified in any way while in the customer’s possession. Add-Savvy shall assess an additional $500 tampering fee to the customer.

b. Timing of Payment. Customer shall pay all Add-Savvy invoices upon receipt. For monthly services, customer shall remit payment via credit card on the date indicated on the recurring authorization for provided by Add-Savvy. Failure to timely pay invoices, or monthly services in full is a material breach of this contract. Customer shall pay a late fee of One Hundred Dollars ($100) per month for any overdue invoices, or missed monthly payments that remain unpaid longer than five (5) calendar days from due date. Customer shall pay interest on overdue amounts at the rate of eighteen percent (18%), or the legal maximum, whichever is less. Customer shall pay attorneys’ fees and expenses incurred by Add-Savvy to collect overdue amounts.

15. Refunds and Cancellations: Customers must submit a written request to CustomerSupport@add-savvy.com if that customer would like a hardware refund. Requests shall be sent within 7-days of Add-Savvy receiving customer payment for products/hardware. Customer will be refunded full product cost minus a 20% administration fee. (Admin fee is 20% of line item amount indicated on customer’s invoice)

Customer Fee for Media Devices are non-refundable.

Refunds are not available on any services, including but not limited to Installation, training, shipping, freight, client-specific setup costs or any custom products or services.

Upon cancellation or termination of the monthly service, customer will not receive a refund for remaining contract term, or for any charges or fees associated with the service.

16. Term; Renewal. The subscription term with customer shall be for a minimum of 6 months.

Subscription term shall automatically renew unless customer gives written notice to: CustomerSupport@add-savvy.com prior to the end of the then-current term of intent not to renew.

In the event of termination, the term of Services shall run through the last day indicated on Signage Agreement document. Customer shall be responsible for payment of Services through the date indicated on Signage Agreement document. Customer hereby authorizes Add-Savvy to charge customer’s card monthly for remaining term. Add-Savvy does not offer proration; if services are canceled before term is over, customer will be responsible for fees associated with full term indicated on signage agreement.

Once package-type for monthly service is selected, customer may only upgrade package-type during term of the service. At renewal, customer may upgrade or downgrade from original package-type.

a. Abuse. Any use of Add-Savvy applications, systems and system resources that disrupts the normal use of the system for other Add-Savvy customers and users is considered to be abuse of system resources and is grounds for administrative intervention. Some examples of abuse include but is not limited to multiple enrollments for the same business, creation of fictional consumer profiles and login accounts, impersonating other customers and users in creating appointments for any business account (including own), running load tests and denial of service attacks against any Add-Savvy web-properties.

b. Limitation of Liability for Damages. EXCEPT FOR THE OBLIGATION OF INDEMNIFICATION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA, RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE SITE, THE OPERATION OF THE SITE, OR ACTIONS BY THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES ARE LIMITED TO THE AMOUNT OF THE FEES PAID BY CUSTOMER IN THE PREVIOUS TWELVE (12) MONTHS. As used in this agreement, a party includes its officers, directors, employees, contractors, agents, Customers, affiliates, related business entities, successors, and assigns.

c. Limitation of liability. To the extent allowed by law, you shall be responsible for all liability, injury to persons or property, damages, claims and expenses arising from use of the equipment/supplies which are attributable to the negligent actions or misconduct of buyer. Seller shall be responsible for all liability injury to persons or property, damages, claims and expenses arising from use of the equipment/supplies which are attributable to the negligent actions, or misconduct of Seller. The foregoing notwithstanding, in no event shall Add-Savvy (or any of its suppliers) be liable to you or any user of the equipment, or any portion thereof, or any other third party for any indirect, incidental, consequential, exemplary, or punitive damages, including loss of profits or goodwill, for any matter arising out of or otherwise relating to this agreement or related purchase order, whether such liability is asserted on the basis of contract, tort or otherwise, even if Add-Savvy has been advised of the possibility of such damages. In no event shall Add-Savvy’s total aggregate liability hereunder exceed the costs actually paid by purchaser to Add-Savvy under this agreement.

17. Integrity of the Site. This provision applies to the site, and any hardware/software provided to customer by Add-Savvy. Customer shall not take any action to interfere with the operation of the Services or the Site, to attempt to copy underlying technology, to upload other computer programs, or copy content other than Customer Content. Customer agrees not to use any automated software (crawlers, robots, bots, spiders, extractors, etc.) at the Site; circumvent, disable or otherwise interfere with security-related features or digital rights management functions at the Site; or hack, reverse engineer, or disable any technology at the Site.

a. Reverse Engineering. Reverse engineering of any product or service sold by Add-Savvy, in part or in whole, is strictly prohibited except to the extent allowed under any applicable law. If applicable law permits such activities, any information so discovered must be promptly disclosed to Add-Savvy and shall be deemed to be the confidential proprietary information of Add-Savvy. No unauthorized application, code, script or 3rd party software can be installed on network-connected signage systems. Add-Savvy systems cannot be modified (hardware or software) which may pose a risk to the overall stability of the signage network. Unauthorized login into the device or any attempt to hack or to seize the core administrative rights to the devices will void its warranty immediately.

18. Termination of Services; Termination of Agreement.

a. Suspension of Access to Content. In the event of a material breach that is uncured, response to legal process, concern for the integrity of the Site, reasonable suspicion of improper conduct at the Site, or other good faith belief, Add-Savvy may suspend or terminate an account/customer agreement, remove or limit access to Content, or limit services to which an account holder has access, and shall use reasonable efforts to provide prior notice to an account holder.

b. Material Breach. Either party may terminate this Agreement if there is a material breach by the other that is not cured within thirty (30) days after receipt of written notice of such breach. Without limitation, failure to pay fees when due, and/or use of the Services inconsistent with this Agreement, and/or information or conduct inconsistent with Customer’s representations and warranties, are material breaches. Upon termination, Customer is responsible for ensuring that it has possession of its Content and all data generated by it in connection with the use of the Services. Termination shall not affect the obligation of Customer to pay any fees and expenses owing through the effective date of termination.

c. Customer Termination Without Breach. At any time, Customer may cease using the Services with or without prior notice to Add-Savvy and without any liability to Add-Savvy other than payment of Services fees through the end date indicated on signage agreement, and in accordance with this agreement.

d. Termination of Access. Upon termination of this Agreement Add-Savvy may block access to the media devices, the Site, applications and/or delete uploaded content. Content created by Add-Savvy on behalf of Customer is solely owned by Add-Savvy, and content may be, at Add-Savvy’s sole discretion, given to Customer upon termination of this contract either by the Customer or by Add-Savvy.

e. Survival. Sections addressing indemnification, limitations of liability for damages, disclaimers, and sole and exclusive remedies, shall survive termination.

f. Termination. Customer agrees that Add-Savvy may, in its sole discretion, terminate or suspend customer’s access to all or part of the site, media devices, and /or applications with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. You agree that Add-Savvy, at its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if Add-Savvy believes that you have violated or acted inconsistently with the letter or spirit of the Terms and Conditions. Add-Savvy may also at its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of the Terms and Conditions may be effected without prior notice, and acknowledge and agree that Add-Savvy may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Add-Savvy shall not be liable to you or any third-party for any termination of your access to the Service. In the case of voluntary account termination you agree to pay any past-due invoice amounts and early contract termination fee should the service contract period not be fulfilled. You also agree that Add-Savvy does not have any obligations to perform termination of your account if such termination request is submitted by you or by any third-party on your behalf by means of telephone, fax, voice message, regular or electronic mail.

g. Upon termination or suspension, regardless of the reasons therefore, customer’s right to use the services available on this site, and/or any Add-Savvy application immediately ceases, and customer acknowledges and agrees that we may immediately deactivate or delete customer’s account and all related information and files in customer’s account and/or bar any further access to such files/applications or this site. We shall not be liable to any of customer’s third party groups for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

19. JURISDICTION.

a. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY EXPRESSLY AGREE THAT ANY PROCEEDING ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE, THE ADD-SAVVY SYSTEMS, INFORMATION, SERVICES AND CONTENT SHALL BE INSTITUTED IN A STATE OR FEDERAL COURT SITTING IN THE COUNTY OF MINNEHAHA SOUTH DAKOTA, UNITED STATES OF AMERICA AND YOU EXPRESSLY WAIVE ANY OBJECTION THAT YOU MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH PROCEEDING. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, THE SOFTWARE, INFORMATION, SERVICES AND/OR CONTENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.

b. Mediation. Without limiting the right of a party to terminate this Agreement or seek injunctive relief as set forth hereunder, the parties shall first attempt to resolve all disputes arising out of or relating to this Agreement by non-binding mediation in accordance with the provisions of this document. Either party may commence non-binding mediation upon providing the other party written notice ("Notice of Dispute"). All other disputes, breaches or claims arising under or relating to this Agreement and any disputes which are not successfully resolved by non-binding mediation shall be resolved by arbitration pursuant to the provisions of this document.

A dispute shall first be subject to a non-binding mediation session of up to two consecutive days conducted in A by a single, disinterested mediator appointed by any successor entity.

Unless otherwise agreed by the parties, the mediation shall commence within fifteen (15) business days of the effective date of the Notice of Dispute or at such other time as is mutually agreed by the parties. Each party shall have the option to present a written summary of its position, not to exceed ten pages, and to make an opening statement of its position to the mediator of not more than one hour in duration. Nothing that is said by either party during the mediation shall be admissible or discoverable in a subsequent arbitration proceeding or other civil adjudication relating to the dispute. The parties shall share the costs of mediation equally.

c. Arbitration. Without limiting the right of a party to terminate this Agreement or seek injunctive relief as set forth hereunder, any controversy or claim arising out of or relating to this Agreement or the breach thereof which is not settled by the parties pursuant to the dispute resolution process described in this agreement shall be settled by arbitration to be conducted in Sioux Falls, South Dakota.

Such arbitration shall be conducted by a single disinterested arbitrator as mutually agreed by the parties in their reasonable discretion, who shall be knowledgeable in computer law and technology, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award entered by the arbitrator shall be binding upon both parties and may be entered in any court having jurisdiction thereof. In the event that this provision is found to be unenforceable under applicable law by a court or other tribunal with proper jurisdiction, the parties agree that all actions under this Agreement shall be maintained in the courts located in Sioux Falls, South Dakota, and the parties submit to the jurisdiction thereof.

d. The Site, Applications and Services are Located in and Delivered from Sioux Falls, South Dakota, USA. This Agreement is entered into, performed in, and based in Sioux Falls, South Dakota. The Site does not give rise to personal jurisdiction over Add-Savvy, either specific or general, in jurisdictions other than Sioux Falls, South Dakota. This Agreement shall be governed by the internal substantive laws of the State of South Dakota, without respect to its conflict of laws principles. Any claim or dispute between Customer and Add-Savvy that arise in whole or in part from the Services or this Agreement shall be decided exclusively by a court of competent jurisdiction located in (or having jurisdiction over) Sioux Falls, South Dakota.

This site, and our applications (excluding any linked sites) are controlled by us from our offices within South Dakota, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of South Dakota, by accessing this site both of us agree that the statutes and laws of the State of South Dakota, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the State of South Dakota with respect to such matters.

20. No Implied Waiver. No waiver by Add-Savvy shall be implied. Any waiver of any term of this Agreement must be in writing and signed by an officer of Add-Savvy.

21. Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect.

22. International Considerations. Add-Savvy makes no representations that the Site, applications, or Services is appropriate or available for use in locations other than the United States. Those who access or use the Site or use the Services from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws.

23. Assignment. Add-Savvy may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. Customer may not assign or transfer its account.

You may not assign these Terms of Use or any of your interests, rights or obligations under these Terms of Use. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

24. Notices. The parties hereby stipulate that electronic communications constitute a “writing” and a “document” under this Agreement. In addition, a party may provide notice, including those regarding changes to this Agreement, by email, first class mail, DHL/FedEx or such other courier, or hand-delivery. Add-Savvy may provide notice via postings to the Site. Notice is deemed given upon the earlier of (i) actual receipt, (ii) twenty-four (24) hours after an email is sent, (iii) three (3) days after first class mail is deposited with the U.S. Postal Service, or (iv) thirty (30) days after a notice is posted to the Site.

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at CustomerSupport@add-savvy.com, if by email, or at 2723 S State, Suite 150, Ann Arbor, MI 48104 if by conventional mail. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

25. Force Majeure. It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; or any other cause not within the control of such party whose performance is delayed.

26. Customer’s Affiliated Companies. It’s the responsibility of the Add-Savvy Customer to make sure that all creative developed by Add-Savvy on behalf of Customer or creative provided to Add-Savvy is in compliance with Customer’s affiliate, partner, and/or parent company guidelines. Customer and customer affiliate shall hold Add-Savvy harmless if creative created for Customer in anyway violates any guidelines of any affiliate/third party. Customer will indemnify, defend, and hold harmless Add-Savvy for any damages that results, if the creative created for the Customer infringes the rights of any third party including Customer’s parent company or violates any law.

Customer certifies that it owns all rights to content it uploads to the add-savvy.com server, or provides directly to Add-Savvy, and will indemnify, defend, and hold harmless Add-Savvy for any damages that result, if the content from customer infringes the rights of any third party or violates any law.

27. Additional.

a. Information Obligations. In consideration of use of the Service, you agree to provide true, accurate, current and complete information about your business as prompted in various forms, and maintain and promptly update your Account Information to keep it true, accurate, current, complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Add-Savvy has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Add-Savvy has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). All pricing terms are confidential, and you agree not to disclose them to any third party.

b. License. Subject to the Terms and Conditions, Add-Savvy grants you a non-exclusive and non-transferable license to access the Services over your computer or computers. Add-Savvy is the owner of any and all information, data, text, software, messages and other materials (collectively, “Content”) within the Service, including, without limitation, the URL assigned to your business.

c. Restriction on Use of Service. Except as expressly permitted, you may not reproduce, disclose, redistribute, retransmit, publish, sub-license, assign, transfer or commercially exploit any of the Services or any other content that you receive, directly or indirectly, through the Services to anyone without prior written approval from Add-Savvy. You may not use or permit anyone to use the information provided through the Services for any unlawful or unauthorized purpose.

d. Modification of Service. Add-Savvy reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Add-Savvy shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

You agree that Add-Savvy has no responsibility or liability for the deletion or failure to store any media (file, content, playlist or schedule) transmitted by the web-based application to the signage devices.

e. Intellectual Property. You acknowledge that Add-Savvy has exclusive proprietary rights in the information received by you through the Services. The Services are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights laws of the United States. The Services are also protected as a collective work or compilation under U.S. copyright and other laws and treaties.

Add-Savvy retains the right to display product names, logos and trademarks of its business associates, partners, clients and vendors on its website(s) and other promotional material. All product names, logos and trademarks are property of their respective owners. This display of brand properties is for identification purposes only and does not imply specific cooperation, representation and/or endorsement. It does not intend to infringe upon any patent, trademark, copyright, license or any other proprietary right of any party.

As a user of Add-Savvy products and services, you agree that Add-Savvy may identify you as a recipient of products and services, and use your brand name and logo in sales presentations, marketing materials, press releases, tradeshows and website listings of clients. Add-Savvy may also develop a brief client profile for promotional purposes. Should any trademark attribution be missing, mistaken or erroneous, please contact us as soon as possible for rectification at CustomerSupport@add-savvy.com

Copyright (c) Add-Savvy All Rights Reserved. For purposes of these Terms of Use, “content” is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our site. This includes message boards, chat, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Add-Savvy and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. Contact CustomerSupport@add-savvy.com in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Add-Savvy or its Affiliates.

Digital Millennium Copyright Act. Add-Savvy respects the intellectual property of others, and we ask you to do the same. Add-Savvy may, in appropriate circumstances and at our discretion, terminate or suspend service and/or access to the Service or Restricted Areas of the Service to users who infringe the intellectual property rights of others. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Website Manager with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Add-Savvy’s designated Website Manager to receive notifications of claimed infringement is: The Customer-Support Infringement Team,CustomerSupport@Add-Savvy.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your notice may not be valid. Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter-Notification. If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements): A physical or electronic signature of the user. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. The user’s name, address, and telephone number, and a statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Such written notice should be sent to our designated agent as follows:
By e mail: Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or mis-identification may be subject to liability. Only the intellectual property rights owner may report potentially infringing items through Add-Savvy’s reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.

f. Protection of Terms and Service. The provisions of the Terms and Conditions are for the benefit of each Providing Party. Each Providing Party shall have the right to assert and enforce the provisions of the Terms and Conditions directly on their own behalf. You may preserve these Terms of Use in written form by printing them for Your records, and You waive any other requirement that these Terms of Use be evidenced by a written document.

g. Site Security Rules. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (a) accessing or attempting to access data not intended for your use or logging into an account that you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Site or its network; (c) forging any TCP/IP packet header or any part of the header information in any e-mail or other posting to the Site. Violations of the Site’s system or network security may result in civil or criminal liability. The Company may investigate occurrences that it believes involve such violations and involve and cooperate with law enforcement authorities in prosecuting users of the Site who are involved in such violations.

h. No Hire Away. In recognition of the importance of having a fluid and stable workplace and the costs incurred by Add-Savvy and its affiliated entities in locating and training its employees and contractors (and replacement employees and contractors), customer agrees that it will not during the term of this Agreement and for one (1) year thereafter solicit or attempt to solicit, either directly or through any affiliated entity or customer agency, any employee or contractor of Add-Savvy or any of its affiliated entities to terminate such employee's or contractor's employment or engagement with Add-Savvy or such affiliated entity. In the event of any breach of this provision, and without limiting Add-Savvy 's other rights and remedies under applicable law, customer shall pay Add-Savvy a single sum equal to one (1) year's compensation for any employee or contractor solicited in violation of this provision.

i. Independent Contractors. The parties agree that Add-Savvy is an independent contractor in performing its obligations and supplying the services and products described in this Agreement. No party (nor any of its officers, directors, agents or employees) shall act or hold itself out as an agent of the other party hereto. The parties do not intend this Agreement or the relationship hereunder to constitute a joint venture or partnership.

j. Custom Applications. Customer acknowledges that payment for Add-Savvy to develop custom applications and a monthly subscription for continued use of each custom application is required. Customer also acknowledges that Add-Savvy or it’s assignees, excluding the customer, owns all rights to custom applications developed for customer, furthermore, if agreement is terminated for any reason, Add-Savvy maintains all rights to custom application(s) and may discontinue customer’s access. Add-Savvy does not guarantee that applications will be error-free or accessible to customers 100% of the time.

Customers shall sign-off on SOW, which shall indicate if Custom development services were requested by customer. Details of custom developed application shall be outlined in requirements document, and approved by all parties before work can begin.

Requirements document can only be modified in writing, and each modified version must be approved by both parties before work can resume. Application shall be developed in accordance with approved requirements document. If customer makes request(s) for changes after development work is complete, an updated SOW will be required, and customer shall be responsible for additional costs.

k. Content Design.
Customer acknowledges that Add-Savvy does not guarantee an increase in sales/revenue or any other monetary gain for the Customer due to the digital signage or advertisements implemented by Add-Savvy.

Package Type:Package types indicate services & the number of edits extended to a customer
-Once a package is selected, customer may only upgrade package during service term
*At renewal customer may revert back to original package-type
*Monthly edits do not apply to specialty items

Content Creations:Creations are the informational or promotional content displayed on customer’s screen -Each pre-made creation provided by customer shall count as an edit
*3 full-screen photographs equal an edit (still applies if provided by customer)

-Value of additional creations: $59.99 per creation
*Allow up to 5 business days to complete content-design
*Add-Savvy not responsible if customer-approval delays process

-Value of rush creations: $120.00 per creation
*Add-Savvy must accept the request
*Created within 24 hours of customer-request & payment
*Add-Savvy not responsible if customer-approval delays process

Content Edits: An edit is any customer-requested change to previously-approved content
-Value of additional edits: $19.99 per picture edit / $5.99 per text edit
*Edit(s) that modify over 50% of an existing creation shall be considered a new creation
*Picture Edits - Allow up to 5 business days for edits to display
*Text Edits - Allow up to 2 business days for edits to display
*Unused monthly edits shall not be rolled over to the subsequent month

Third-Party Advertising: Applies when customer uses screen(s) to advertise content of any outside party-Add-Savvy only creates/edits content for customer indicated on signage agreement

Intellectual Property: Content created by Add-Savvy Digital Signage remains the property of Add-Savvy, use of copyrighted content without Add-Savvy’s prior written consent is prohibited

28. Entire Agreement. These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE, SERVICE OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND ADD-SAVVY, THESE TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND ADD-SAVVY WITH RESPECT TO THE USE OF THE WEB SITE, THE ADD-SAVVY SYSTEMS, AND ANY SOFTWARE, ACCREDITATION OR CERTIFICATION SERVICE, INFORMATION AND CONTENT CONTAINED THEREIN, AND SUPERSEDE ALL DISCUSSIONS, COMMUNICATIONS, CONVERSATIONS AND AGREEMENTS CONCERNING THE SUBJECT MATTER HEREOF.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms and Conditions brought by you against us or our Affiliates must be filed within one year after such claim or cause of action arose or be forever barred.

You may not assign your rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void. We may free assign our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.