Last Updated, January 1, 2019.
This agreement applies to www.screenfluence.com, the website and online services of Screenfluence Inc., (“Screenfluence”, “we”, or “us”). This page explains the terms by which you may use our online services, consulting services, portal website, player software, and media player hardware provided on or in connection with the service (collectively the “Service”).
The Service may include any of the following: (i) a Screenfluence account accessible through https://portal.screenfluence.com (“Site”); (ii) services accessible through the Site; (iii) software that may be downloaded by a media player device in order to operate; (iv) Screenfluence-provided or approved hardware products (“Hardware”); or (v) consulting services provided in connection with the Service, including, but not limited to, screen recommendations and network configuration (“Consulting Services”). Screenfluence reserves the right, in its sole discretion, to amend, change, modify or alter the Service in any way, including but not limited to the addition or suspension of features as well as file size and cloud storage.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Use of Our Service
This is a contract between you and Screenfluence. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Screenfluence, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Screenfluence.
1.2 Limited License
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the features of the Service. Screenfluence reserves all rights not expressly granted herein in the Service and the Screenfluence Content (as defined below). Screenfluence may terminate this license at any time for any reason or no reason.
Your Screenfluence account (“Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. Accounts registered by “bots” or other automated methods are not permitted. Please note that if you sign up for the Service using an email address from your employer or another entity, then (a) you will be deemed to represent such party, and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, (b) your click to accept will bind your employer or that entity to this Agreement, and (c) the word “you” in these terms will refer to your employer or that entity.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. You must notify Screenfluence immediately of any breach of security or unauthorized use of your Account. Screenfluence will not be liable for any losses caused by any unauthorized use of your Account.
You may control your User profile and how you interact with the Service by changing the settings in your user profile settings. By providing Screenfluence your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to the features of the Service.
1.4 Service Restrictions
1.5 Software Updates
You consent to Screenfluence installing patches, updates, upgrades, bug fixes, new versions, and other modifications on/to the Hardware and Service that Screenfluence may develop from time to time to improve the performance of the Service (“Updates”). These Updates are essential to our ability to properly deliver the Service to you. You may withdraw consent to receiving such Updates by terminating your account and ceasing the use of the Services and the Hardware.
1.6 Third Party Services
By connecting to Screenfluence with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your login credentials for that service.
2. User Content
Some parts of the Service allow Users to submit, provide, or otherwise make available content such as videos, images, music, graphics, text, comments, questions, software, documents, and other content or information (any such materials a User submits, provides, or otherwise makes available on Screenfluence is referred to as “User Content”), and to publish User Content to the Service. We claim no ownership rights over User Content created by you. The User Content you create remains yours. Screenfluence has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service. Nevertheless, we need certain permission from you in order to provide the Service. By submitting, providing, or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Screenfluence a worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive license to host, store, transfer, use, modify, reproduce, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Screenfluence reserves the right, but is not obligated, to reject and/or remove any User Content that Screenfluence believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” includes but is not limited to unpatented inventions, patent applications, all patent rights, design rights, copyright rights, trademarks, trade names, domain name rights, mask work rights, know-how, moral rights, rights of publicity, trade dress and service mark rights, goodwill, trade secret rights and all other intellectual property rights, derivatives thereof as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
- You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
- You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
- Your User Content and Screenfluence’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
- Screenfluence may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
Screenfluence takes no responsibility and assumes no liability for any User Content that you or any other User submits, provides or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of submitting it, providing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.
3. Customer Data
Some areas of the Service may allow Screenfluence to collect information from your current or potential customers, website visitors or end-users (collectively, “Customer Data”).
3.1 Use of Customer Data
By submitting or causing to be submitted Customer Data to Screenfluence, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the Customer Data required for Screenfluence and its subcontractors and service providers to provide the Service. Screenfluence shall have no right to sublicense or resell Customer Data, except however, that you agree that Screenfluence may collect, analyze, and use data derived from Customer Data, which may include personally identifiable data and/or information collected from or about an individual but which does not identify the individual personally for purposes of operating, analyzing, improving, or marketing the Service and any related services. If Screenfluence shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from Customer Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual. You further agree that Screenfluence will have the right, both during and after the term of this Agreement, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
3.2 Your Responsibilities for Customer Data
3.3 Security Incidents
In the event that Customer Data is disclosed to or accessed by an unauthorized party, Screenfluence will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident. In the event we have a reasonable, good faith belief that an unauthorized party has accessed Customer Data, we will promptly notify you and will use reasonable efforts to cooperate with your investigation of the incident. If such incident triggers any third-party notice requirements, you (not Screenfluence) shall be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. You (not Screenfluence) bears sole responsibility for adequate security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control. We are not responsible, and you are fully responsible, for what your authorized Users do with Customer Data.
3.4 No Responsibility for Backups
Screenfluence will not be responsible for any backup, recovery or other steps required to ensure that Customer Data is recoverable in the case of data loss. You are solely responsible for backing up your Customer Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your Customer Data.
4. Proprietary Rights & Intellectual Property
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Screenfluence Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Screenfluence and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Screenfluence Content. Use of the Screenfluence Content for any purpose not expressly permitted by this Agreement is strictly prohibited. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the Intellectual Property Rights owned by Screenfluence.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Screenfluence under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Screenfluence does not waive any rights to use similar or related ideas previously known to Screenfluence, or developed by its employees, or obtained from sources other than you.
The look and feel, and software, of the Service is copyright ©2014-2018 Screenfluence Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Screenfluence. The Service and all elements thereof are the sole worldwide intellectual property of Screenfluence. Screenfluence and the Screenfluence logo, and the product names associated with the Service are trademarks of Screenfluence or third parties, and no right or license is granted to you to use them.
5. Subscription; Fees and Payment
We will charge you fees (“Fees”) for your use of Screenfluence. Except as otherwise specified herein, Fees are based on provision of the Service, and billed in advance. Quantities purchased cannot be decreased during the relevant Term. You agree to pay any and all Fees specified in an ordering document or online order for your access and use of the Service (“Ordering Document”), by the due dates and in the currency specified in the Ordering Document. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to Screenfluence by emailing the PO number to email@example.com. Screenfluence reserves the right to modify its fees and charges and introduce new charges at any time; however such fee changes will not apply during the current Agreement term. Screenfluence may also add new services for additional fees and charges, and add or amend fees and charges for existing services, at any time in its sole discretion. Any discounts applied to a previous Service may not apply to a renewed Service, including any automatic renewals, unless otherwise stated herein. All fees and payments are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Any change to our Terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement; provided however that if we have offered a specific duration and Fees for your use of the Service, we agree that the Fees will remain in force for that duration. All fees are exclusive of any applicable federal or state sales or use taxes. You are solely responsible for paying all such taxes and government charges.
5.2 Continuous Subscription Services; Automatic Billing and Policies
Unless otherwise provided in an Ordering Document any purchases for access and use of the Service are on an automatically renewing subscription basis. The Subscription Billing Date is the date when you purchase your first subscription to the Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. YOUR SERVICE SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR SUBSCRIPTION TERM IDENTIFIED IN YOUR ORDERING DOCUMENT FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL YOUR SERVICE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 5.5 OF THIS AGREEMENT.
When you purchase the Service, you expressly acknowledge and agree that: (i) Screenfluence is authorized to charge you at the beginning of each Subscription Term the Fees identified in an Ordering Document, any applicable taxes, and any other charges you may incur in connection with your use of the Service, for as long as your subscription continues; and (ii) your subscription is continuous until you cancel it or the Service is suspended, discontinued or terminated in accordance with this Agreement. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in your subscription plan, changes in applicable taxes, and changes in Fees in accordance with Sections 5.1, 5.3, 5.4, and 5.5 and you authorize us to charge your payment method for the changed amounts.
5.3 Payment of Additional Services
For Additional Services provided at any non-Screenfluence location, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, lodging, and meal expenses, which we may charge as incurred. All amounts are non-refundable, non-cancelable, and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional services, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
5.4 Late Payments; Overdue Charges
If we are unsuccessful in charging your payment method and have still not received payment within fifteen (15) days after informing you, Screenfluence may, without limiting any other rights and remedies, accelerate your unpaid fee obligations so that all such obligations become immediately due and payable, and (without liability to you) suspend or temporarily disable all or part of your access to the Service until such amounts are paid in full. Screenfluence shall be under no obligation to provide any or all of the Service while the Fees concerned remain unpaid. Screenfluence will provide you at least 10 days’ prior notice that your account is overdue before suspending the Service. You will pay any and all applicable taxes, if any, relating to any such payments of Fees, purchases, transactions or other monetary transactions. If any invoiced amount is not received by Screenfluence by the due date, then without limiting the rights and remedies of Screenfluence, those charges may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
5.5 Account Cancellation
You may cancel your Screenfluence Account or the Screenfluence Service at any time. To cancel your Screenfluence Account or the Screenfluence Service, you must notify us at least seven (7) days before the start of the next Subscription Term using the appropriate functionalities of Screenfluence or by contacting us at firstname.lastname@example.org or by calling us at 1-844-7SCREEN. If you cancel your Service, you will lose all access, upon the expiration of your current pre-paid period, to the Service and any data or information stored in your account. There will be no refunds or credits for partial months of service or for periods in which your Subscription remains unused. For renewal purposes, if adequate notice is not received and your credit card is subsequently charged, you will not receive a refund. In the event that Screenfluence suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any Screenfluence Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else. Nothing in this Agreement requires Screenfluence to extend credit to you.
5.6 Payment Information
We or our third-party payment processors will charge your Fees and any other charges you may incur to the payment method you provide when you register for an Account or identify in an Ordering Document. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with Screenfluence must be accurate, complete, and current. You may change your payment method by changing the information in your Screenfluence Account or by contacting us at email@example.com. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Screenfluence at the prices in effect when such charges are incurred.
Screenfluence uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. Further information about our security practices can be found on our Security Policy
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. You represent, warrant and covenant that your use of the Service will comply with all applicable local, state, federal and foreign laws and regulations (collectively “Applicable Law”), including but not limited to those related to copyright, trademark, data privacy, international communications and the transmission of technical or personal data. You shall be responsible for determining whether the Service is suitable for your use in light of all such Applicable Law. If you are subject to any Applicable Law and use the Service, Screenfluence shall not be liable if the Service does not meet the requirements of Applicable Law. Our designated agent for notice of alleged copyright infringement on the Service is:
Attn: Copyright Agent
67 Montclair Ave.
Toronto, ON M5P 1P5
You shall defend, indemnify and hold harmless Screenfluence, its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers, directors, and shareholders, from and against the full amount of any and all Damages (as defined below) incurred as a result of: (i) Your use of the Service, including any data or content transmitted or received by you; (ii) your violation of any terms of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any Applicable Law, rule or regulation; (v) User Content or any content that is submitted via your Screenfluence Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of Screenfluence with your unique username, password or other appropriate security code. For purposes of this Agreement, “Damages” means any and all losses, claims, damages, liabilities or actions or proceedings with respect thereto or expenses, including, but not limited to all legal expenses and any and all other expenses incurred in investigating, preparing, serving as a witness in or defending against, any action or proceeding, commenced or threatened, which a party may be subject to (whether or not such party is named as a party) which arise out of or are related to the subject matter of this Agreement.
10. Limitation of Liability
To the extent permitted by applicable law, the aggregate liability of Screenfluence, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the Services and these Terms will not exceed the lesser of: (a) the amounts paid by you to Screenfluence for the services at issue during the 6 months prior to the event giving rise to liability; and (b) $200.00 USD. In no event shall Screenfluence’s aggregate liability to you under this Agreement exceed the amounts actually paid by user during the six (6) month period immediately preceding the event giving rise to such claim. In no event shall Screenfluence or its licensors be liable to you for any use, interruption, delay or inability to use the software. In no event shall Screenfluence or its licensors be liable to you for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with the Service, including but not limited to: the use or inability to use the software or equipment; any content obtained from or through the software or equipment; the amount or cost of the data required to use the software or equipment; or any interruption, inaccuracy, error or omission, regardless of cause, even if Screenfluence has been previously advised of the possibility of such damages. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Screenfluence has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
The Hardware and Services are intended to be used for non-time-critical applications. While Screenfluence intends the Service to be highly reliable and available, the Service is not intended to be reliable or available 100% of the time. The Service is subject to sporadic interruptions and failures for a variety of reasons beyond Screenfluence’s control, including, but not limited to, intermittency of Wi-Fi networks, service provider uptime, or interruption of power, among others. You acknowledge these limitations and agree that Screenfluence is not responsible for any damages allegedly caused by the failure or delay of the Service. You acknowledge and agree that the Hardware and Service, whether standing alone or when interfaced with third-party products or services are not certified for emergency response. Screenfluence makes no warranty or representation that use of the Hardware or Service with any third-party product or service will affect or increase any level of safety. YOU UNDERSTAND THAT THE HARDWARE AND SERVICE, WHETHER STANDING ALONE OR WHEN INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT AN EMERGENCY NOTIFICATION SYSTEM.
Except for certain disputes outlined by the governing law which require the choice of trial by jury, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and by accepting these terms, you and Screenfluence are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up the right to go to court to assert or defend your rights under this Agreement. Your rights will be determined by a neutral arbitrator and not a judge or jury.
12. Representation and Warranties
By signing or clicking your consent to this Agreement, you represent and warrant that you have the legal power and authority to enter into this Agreement (including on behalf of the business entity for whom the signatory is an agent, employee or representative). You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your credit card and/or billing information is complete and accurate.
13.1 No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Screenfluence’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
13.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein. Any and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such province.
13.3 No Partnership
The parties hereto are independent contractors and shall not be deemed to be agents, representatives, joint venturers or partners of the other party. Screenfluence may use your business name, business address, logos, content, and other related information in Screenfluence marketing materials, including, but not limited to, physical printouts, digital advertising and promotional materials.
13.4 Severability; Entire Agreement
This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably affect the intent of the parties. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. You shall have no right to (a) assign this Agreement, by operation of law or otherwise, or (b) subcontract or delegate the performance of its obligations under this Agreement without Screenfluence’s prior written consent which may be withheld by Screenfluence in its sole discretion. Any such purported assignment shall be void.
- Contact Information
67 Montclair Ave.
Toronto, ON M5P 1P5