1. Getting Started

These Terms of Service govern your use of the Mediplay Service identified in the attached Service Order (the “Service”). On the date you accept these Terms of Service by signing the attached Service Order (the “Acceptance Date”) your term will begin.  Once you receive your media player you will need to install it with your compatible HD screen. 30 days after purchase (Service Start Date), we will begin to bill you your monthly service fees. From the Service Start Date through the “Initial Term” identified in the Service Order, we will bill you monthly. At the end of the Initial Term, your service will be automatically renewed for successive 12-month renewal terms at your current monthly rate unless otherwise canceled by you in writing at least 60 days before the end of either your Initial Term or any renewal term, as applicable.

2. Your fees and payments

Your initial payment includes the cost of your media player, activation fees, plus shipping and handling. We will send you an electronic invoice noting your payment.  In subsequent months during the term we will send you an electronic invoice and automatically charge your Service Payment Credit Card. If you are unable to pay by credit card we can accept your payment by check. Payment is due on the date specified in the Service Order and is past due after 30 days. A Credit Card processing fee of $3.00 per player will be added to your monthly subscription service should you choose to pay with a Credit Card.

In the event your account is past due, we may do the following: (1) if your account becomes 30 days past due we’ll send you an email and written notification that the Service will be interrupted, additionally you must pay a $15 late fee, (2) if your account becomes 45 days past due or more you must pay a late fee equal to 1.8% per month (or the highest rate valid under applicable law, whichever is less) on the outstanding balance owed and a $100 reconnection fee must be paid to restore service. Your service will only be restored when your account is made current, including payment of all late and reconnection fees.

3. The Service

The Service is a complex set of systems and programs that consists of one or more media players, our proprietary content, you upload, our content delivery platform, and our online content management portal (collectively, the “Service Platform”).  As long as your account is current, you are granted access to the Service Platform to manage the features of the Service. In addition to these features, we will provide access to self-help support via the management portal, and reasonable email and phone consultation regarding general use of the Service Platform during the hours of 9:00 a.m. through 9:00 p.m. U.S. Eastern Time, Monday through Friday, except holidays. Support and training on the Service Platform are provided free of charge to all authorized users.

The media player is under warranty for 1 year. In case of media player failure after the initial first year, we will send you a replacement player. You only pay a replacement fee of $40.00. Return the non-working player within 15 days of failure. If the player is not returned within 15 days, or has been damaged beyond what one would consider reasonable wear and tear, or has failed as a result of a power surge or other electrical damage, you must pay a $395 replacement fee.

We will use all commercially reasonable efforts to make the Service Platform available for use to provide the Service in a manner consistent with relevant industry standards. We do not warrant that the Service or the Service Platform, which is a complex system, will be without interruptions or error free. However, we will work diligently with you to determine the root cause of any Service interruptions in order to restore the Service as quickly as possible. If we determine the root cause for a Service interruption resulted from an error or defect in the Service Platform, then you may request a prorated service credit. If the Service is interrupted for any other reason, you still have an obligation to pay your monthly service fees.

4. What you provide

The Service Platform requires you to connect the media player to a compatible large-format HD screen you provide, which, at your option and expense, can be mounted by an installer. You must also supply the media player with power (preferably with a surge protector) and dedicated (not dial-up) Internet access.  Internet access can be either wired or wireless LAN access with either a dedicated or DHCP programmed IP Address. Delay in installation beyond 30 days of the Acceptance Date or interruptions in service that result from items you provide, does not relieve you of your obligation to pay your monthly service fees.

5. What we own

Any technology, artwork, logos, graphics, video, text, data and other materials supplied and/or utilized by us in the delivery or use of the Service and the Service Platform (except for your Property) is the sole and exclusive property of Mediplay,

our vendors, or our licensees (collectively, our “Property”). All rights in and related to our Property, including, without limitation, copyrights, trademarks, trade secrets, patents (and the right to obtain and to own all worldwide intellectual property rights in and to the subject matter embodied by or contained in our Property), and all other intellectual property rights or proprietary rights, are owned and are exclusively reserved by Mediplay, our vendors, or our licensees. As long as your account is current, for the location(s) you pay Service fees, during your term of Service you are granted a limited, non-exclusive license to use our Property to the extent necessary to receive the service. You agree not to copy, sublicense, modify, reverse engineer, distribute or create derivative works of our Property.

6. User uploaded content

You must obtain permission to upload any copyrighted videos and images. Mediplay is indemnified of any and all liabilities should you upload a video or image that you don’t have permission to use.

7. If you want to terminate the Service early

You may terminate the Service early for your convenience before the expiration of the Initial Term or any renewal term by giving us at least 60 days written notice, conditioned upon your payment of an “Early Termination Fee”. The Early Termination Fee is 25% of the remaining monthly service fees for the then-current Initial Term or renewal term (as applicable).

8. If we fail our obligations to each other

If either party is in breach of these Terms of Service, the other party will provide written notice of the breach to the breaching party. If the breaching party does not cure the breach within 30 days of receipt of such notice, then the non-breaching party may terminate the contract. Upon termination, all fees owed to Mediplay that remain unpaid will become immediately payable and the Service will be disconnected.

9. All the other fine print – In addition to Sections 5 and 6, the remaining sections will survive termination of the Service. The laws of the State of California govern this agreement. You agree and understand that the Service is for informational and educational purposes only and is no way a substitute for medical care. We do not provide medical advice and we are not responsible for medical decisions or medical care.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, WE MAKE AND YOU RECEIVE NO WARRANTIES, EXPRESSED OR IMPLIED, AND WE EXPRESSLY DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL WE HAVE ANY LIABILITY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, HOWSOEVER ARISING, EVEN IF WE HAVE BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR LIABILITY TO YOU IN THE AGGREGATE FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF THESE TERMS OF SERVICE OR USE OF THE SERVICE EXCEED THE TOTAL AMOUNT PAID TO US BY YOU IN THE PRECEDING CALENDAR QUARTER IN WHICH THE CLAIM AROSE.

We may assign these Terms of Service in connection with the sale of all or substantially all of our assets, or to the surviving entity in any stock sale, merger, consolidation or reorganization. We will be free to perform all or any part of these Terms of Service through one or more subcontractors.

We mutually agree not to disclose to any third party or use any Confidential Information received from the other party for any purpose other than to carry out the obligations of these Terms of Service. “Confidential Information” is any information in whatever form or medium, whether tangible or intangible, and whether disclosed verbally or in writing (and includes any copies of such information) that is both:  (1) proprietary or confidential to the disclosing party, including, without limitation, information about products and products plans, technical know-how, technical and business processes, marketing strategies, finance, operations, customer relationships, customer profiles, customer lists, sales estimates, financial performance, computer software and computer systems; and (2) either specifically identified as confidential prior to or at the time of its disclosure or, by its nature, should reasonably be considered proprietary or confidential under the circumstances.

Neither party will be liable to the other by reason of any failure of performance hereunder (except failure to pay) if such failure arises out of causes beyond such party’s reasonable control, despite the reasonable efforts and without the fault or negligence of such party.

These Terms of Service and the attached Service Order constitute the entire agreement between you and Mediplay with respect to the subject matter hereof. You acknowledge that in entering into this agreement, you did not rely on any representations or warranties other than those expressly set forth herein. The terms of this agreement may be amended, modified or waived only by a written instrument signed by you and an authorized representative of Mediplay.