Terms Of Use

Introduction

These terms and conditions (“terms”) set out the terms on which iTianz digital signage (“iTianz”, “iTianz”,“iTianz digital signage”, “iTianz Cloud Digital Signage”, “iTianz Direct”, “itianz software solutions Pvt Ltd”, “Company” “us”, “we”, “our”) provide you (“you”, “your”, “customer”, ”reseller”, “partner”) with access to the “iTianz” digital signage solution(“service”) at www.itianz.com (“website”) or any iTianz app hosted on Google Play Store. Please read these terms carefully and ensure that you have understood them.



iTianz and customer are hereinafter collectively referred to as “Parties” and individually as a “Party”.



By using our service, you warrant that you understand and accept these terms. If you are accepting these terms on behalf of your employer or acting as an employee you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. The same rights, limitations and restrictions apply to your employer. You agree that these terms are enforceable as if they were a written negotiated agreement signed by your employer. If you do not agree to these terms, please cease use of the service immediately.



You are advised to print and retain a copy of these terms for your future reference.


1. Definitions

“Digital Host Site(s)” means the physical location/space provided by the Advertiser / Client / customer, for installing/setting-up the Solution, which includes display screen, digital signage media player & internet connectivity.

“Advertisement(s)” means the promotional message/communication of Advertisers that is displayed at identified Digital Host Site(s) using the Solution.

“Advertiser(s)” means a Person that pays the Advertising Fees in exchange for display of their Advertisement(s) at identified Digital Host Sites.

“Technology Cost” means the Subscription fees or One time setup fee paid by the Advertiser / Client / Customer /Partner/ Reseller for using the Solution at the Digital Host Site(s). It may be modified from time to time at the sole discretion of iTianz.

“Billing Period” means the period you are billed for, usually a month.

“Contract” means the contract between iTianz and the customer.

“Content” means any and all data, files, documents, multimedia files, third party links, images, videos, and any other information or material whatsoever (in any format) submitted by the customer.

“Fee” means the monthly subscription fee per display payable by the customer for use of our services as specified on www.itianz.com or otherwise agreed between iTianz and the customer.

“Hardware” means your computer, laptop, signage player or other device used to access and Use the Service.

“Reseller” means, you (Reseller) or a company or an individual (merchant) who purchases bulk licence, subscription or associated hardware from us with the intention of selling them rather than consuming or using them.

“White Label Reseller” is similar to "Reseller" who purchases bulk licence, subscription or associated hardware from us with the intention of selling them rather than consuming or using them by adding their own branding.

“Intellectual Property” in relation to means

i. all proprietary inventions (whether patentable or non-patentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications, and patent disclosures, together with all re-issuances, continuations, continuations-in-part, revisions, extensions and re- examinations thereof;

ii. all proprietary trademarks (whether registered or not), service marks, logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof, including all goodwill associated therewith and all applications, registrations and renewals in connection therewith;

iii. all proprietary copyrightable works (whether registered or not), source code, object code, derivative works, diagrams, flow charts, designs, text and all applications, registrations and renewals in connection therewith;

iv. all proprietary ideas, diagrams, designs, models, prototypes, sketches, drawings, blue-prints, formulae/equations, processes, methods, know-how, information arising out of analyses of data, techniques, flow-charts, algorithms and all results arising out of technical researches;

v. all proprietary trade secrets, technical or confidential business information.

vi. all other proprietary rights of whatsoever description whether or not protected and whether or not capable of protection; and

vii. all copies and tangible embodiments of the above regardless of form and medium.

“Intellectual Property (IP) Rights” means all legal and economic rights in and to the Intellectual Property, whether registered or not, anywhere in the world.

“Login Details” means a unique username and password required for a customer to access iTianz Digital Signage at www.itianz.com

“Minimum Requirements” means any minimum specifications required for the customers Hardware in order for the customer to use the features and functionality of iTianz Digital Signage, as may be specified on www.itianz.com from time to time.

“Network” means the electronic communications network used by us to provide a service to the customer.

“Purpose” means to use, copy, compress, modify and transmit in order to provide the customer with the service and perform our obligations under these terms.

“Screen/Display” means any television, monitor or other device supported by our service which the customer has claimed.

“Service” means iTianz Digital Signage software (SAAS) made available by us through www.itianz.com

“Use” means having access to our service for the customers organisation’s own internal business purposes only.

“User or Person” means any individual employee of the customer, natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable law, who have been permitted to use the service and who has been given the login details


2. About iTianz Digital Signage And Our Service

2.1 iTianz is engaged, inter alia, in the business of developing cloud based digital signage software under the brand name ‘iTianz’ for building media networks for advertisements and communications (“iTianz Technology”).

The service is intended to be used for commercial purposes. If you wish to use our service for private, non-commercial purposes, please contact us at contact@itianz.com


3. Registration

3.1 In order to access and use our service, you shall be required to register using the online registration form made available to you on our Website. By completing the online registration form, you consent to us conducting verification and security procedures in respect of the information provided in such online registration form.

3.2 Upon the completion and submission of the online registration form by you on www.itianz.com, you shall be sent an email confirming your registration.

3.3 You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.

3.4 You shall keep, and procure that all users keep, any login details confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your login details and suspend your access to our service in the event we have any reason to believe that any user has breached any of the provisions set out herein.

3.5 Please don’t sign up with false information, and if any of your contact details change, keep your information updated. If we suspect someone has broken into your account, we may suspend it and get in touch with you.


4. Representations, Warranties And Responsibilities Of iTianz

4.1 iTianz will provide the Digital Signage Technology through which the Advertisement(s)/visual content(s) will be displayed through the Solution at identified Digital Host Sites identified by customer.

4.2 iTianz will provide a pre-configured signage media player (which should be procured by customer as per the pricing mentioned in the site or mutually agreed pricing) for seamless deployment. Customer has to ensure internet connectivity as per the specification provided or recommended by iTianz.

4.3 iTianz will provide remote support and testing services for installation, configuration and integration of the iTianz Technology with the displays/equipment at the Digital Host Site, to ensure that the Solution is fully operational. This service may not be applicable or vary as per the subscription package subscribed by the customer.

4.4 iTianz will provide remote operation and maintenance support for resolving any technical issues related to the iTianz Technology. This service may not be applicable or vary as per the subscription package subscribed by the customer.

4.5 iTianz represents and warrants that, to the best of its knowledge, the iTianz Technology does not infringe the IP Rights of any third party.


5. Formation & Termination Of Your Contract

You must be at least 18 years of age to use our systems as we collect personally identifiable information.

Your contract with us shall commence on the date we send your confirmation email. Your contract shall continue and unless terminated shall automatically renew for further recurring periods of one (1) month (each a “Billing period”) unless terminated by you or us in accordance with these Terms.

You may terminate your Contract with us at any time by providing notice in writing or by e-mail sent to the postal or e-mail address as available at clause 18 / our website.

We may give you notice to terminate your contract and your use of our service at any time.

Upon termination of your contract, your and any user’s access to www.itianz.com and our service shall cease and any content will no longer be accessible through our service. We may retain copies of your content and/or other data (including any user’s data) made available through our service for auditing and/or tax purposes, or as may be required by us to comply with applicable law.


6. Access To The Service And Support

In consideration for payment of the service fees, we hereby grant to you a non-exclusive, non-transferable (without a right to sub-license) license to access and use, and permit users to access and use, the service for the duration of your contract. You acknowledge that you shall be responsible for all use of our service by users and shall ensure that these terms and conditions are brought to the attention of all users. You shall be liable for breach of these terms and conditions by a user as if it were a breach by you.

We shall use reasonable endeavours to make the service available to you and the users at all times, but we cannot guarantee an uninterrupted or fault free service.

Our ability to provide our service may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your personal computer, operating system and the number of other users logging onto our service, server and/or Network at the same time. We shall take reasonable action to minimise the disruption caused by such circumstances but you acknowledge, agree and accept that some such interruptions may not be avoidable.

The Network is not controlled by us and may from time to time be upgraded, modified, subject to maintenance work or otherwise amended by the owner of the Network. Such circumstances may result in the Service being temporarily unavailable. We will take reasonable action to minimise the disruption caused by such circumstances, but some such interruptions may not be avoidable.

We use industries standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by our service. However, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content.

We reserve the right to make changes to our service or part thereof, from time to time at our sole discretion, and we may from time to time update, add, remove, modify and/or vary any features or functionalities of our service.

Fault diagnosis is subject to you or any user providing a clear and accurate description of any fault requiring support, including the circumstances in which it arose, the area of our service to which the fault relates and any other information reasonably required by us to remedy the fault.

Subject to receiving a description in accordance with clause 6.8, we shall use our reasonable efforts to resolve the faults within a reasonable time following receipt of your or a user’s request pursuant to clause 6.7.


7. Your Obligations

You agree that you are solely responsible and liable for all your activities on www.itianz.com and use of our service, including that of your users. You shall be liable for any breach of these terms and conditions by a user as if you had breached the terms and conditions.

You shall promptly notify us in the event of a breach of security or any unauthorized Use of your login details

You hereby grant, and procure that any user grants, to us a non-exclusive, worldwide royalty free license to use the content and all other materials submitted by you or any user for the purpose.

You acknowledge that our service does not verify the rights and restrictions applicable to any content. Where you do not own the content, you are solely responsible for checking the relevant license rights and restrictions applicable to any content. We shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any content through our service.

You warrant and represent that you own, are licensed or otherwise have a right to use any and all the intellectual property rights in any content that you submit to our service. You hereby indemnify and hold us harmless against all damages, losses, costs and expenses (including reasonable legal expenses) incurred or suffered by us arising out of or in connection with any claim made against us by a third party arising out of or in connection with our use or possession of any content in accordance with these terms and conditions

In the event that you or any user breach any of the terms in this clause 6, or we in our sole and absolute discretion, reasonably suspect that you or any user have breached any of the terms set out in this clause 6, we reserve the right to take any action that we deem to be necessary, including without limitation, the termination of your contract forthwith and without notice.


8. Fees And Payment Of Fees

All fees are invoiced monthly / quarterly / half yearly / annually as per number of displays and agreed package plan in www.itianz.com. Number of displays for invoicing will be charged for regardless if they have been offline (turned off) or online as long as they are linked to an account.

All fees are invoiced on the last day of the month.

The monthly fees are adjusted where you have added additional display(s). This will be on a pro-rata basis or as per mutually agreed terms.

All fees are non-refundable, unless otherwise agreed by us in writing.

Invoices are only sent by e-mail. We send your invoice to the e-mail registered at www.itianz.com, but you always have the option to change this e-mail by e-mailing us at contact@itianz.com

All fees payable hereunder are exclusive of GST or other sales tax, which will be added at the applicable rate


9. General

If we fail at any time to insist upon strict performance of our obligations under these terms and conditions, or if it fails to exercise any of the rights or remedies to which it is entitled to under these terms and conditions, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.

You shall comply with all foreign and local laws and regulations which apply to your use of our service in whatever country you are physically located, including without limitation, export control laws and regulations.

Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the non-performing party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such causes are removed.

A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of the terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

If any of these terms and conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

Your contract represents the entire agreement between you and us in respect of your use of our service and www.itianz.com and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

You acknowledge that in entering into these terms and conditions, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on www.itianz.com, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in these terms and conditions.

These terms and conditions are governed by and construed in accordance with Indian law. The Courts of the Bengaluru, state of Karnataka shall have exclusive jurisdiction over any disputes arising out of these Terms.

We may alter or amend these terms and conditions by giving reasonable notice on www.itianz.com and by e-mail to subscribers of our newsletters. By continuing (or users continuing) to use our service after expiry of the notice period, you will be deemed to have accepted any amendment to these terms and conditions.


10. Contact Details:

Please direct any queries about our terms and conditions to contact@itianz.com