This preamble is an integral part of the present agreement and is used to describe the object and purpose of said agreement.
1.2 LICENSE ENFORCEMENT AND DURATION
The present license takes effect upon payment of user rights.
1.3 PAYMENT TERMS The license agreement is payable monthly at a cost of rental of the software and of every license. All payments must be made to Digital Nexus Media by pre-authorized payments.
1.4 DEFAULT Should the CLIENT fail to pay any charges and/or should the CLIENT contravene any or all terms and conditions of this present agreement, Digital Nexus Media will suspend after 30 days, any of its obligations and/or perform the service on a per-unit basis.
1.5 SOFTWARE LICENSE EXTENT Digital Nexus Media grants to the CLIENT, for its sole benefit and exclusive use, a non-exclusive and non-transferable software license such as described within this agreement, as well as any documentation indicated in this agreement. Software and documentation will be delivered electronically.
1.6 LIMITATION OF THE SOFTWARE LICENSE The CLIENT agrees to make no copy of the software. The CLIENT also agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party sell, lease, license, sublicense, loan, encumber, provide, disclose, divulge or make available to, or permit use of the software by persons other than the CLIENT’s employees without Digital Nexus Media’ prior written consent. The CLIENT agrees that it shall not attempt, or permit any attempt, to reverse engineer, decompile or disassemble any of Digital Nexus Media software with a view to obtaining an interest or any information therein which is not contemplated in this agreement.
1.7 RIGHTS AND SOFTWARE LICENSE Nothing contained in this agreement transfers to the CLIENT any license or right in any intellectual property. This software and any copy remain the sole and exclusive propriety of Digital Nexus Media.
1.8 DECLARATION AND WARRANTIES ITES declares and warrants that the software will comply with specifications released by Digital Nexus Media when delivered to the CLIENT. Although Digital Nexus Media cannot warrant the software runs without error, Digital Nexus Media agrees to correct any operating problem brought to its attention by writing within the following 12 months, excluding any problem occurring from physical damage of the software disc, handling and/or operating error or due to unapproved operating system by ITES.
1.9 LIMITATION OF DIGITAL NEXUS MEDIA LIABILITY Digital Nexus Media total liability arising out of or in connection with this agreement, shall be limited to direct damages suffered by the CLIENT and shall be to use reasonable efforts to correct, replace, or reimburse without exceeding the amount of the software license fees paid by the CLIENT for the software on the date the cause of action arose. Digital Nexus Media cannot be held responsible for any special, incidental or consequential damages resulting from software defects or breach of this warranty. Digital Nexus Media cannot be liable to correct, replace or reimburse defective software fees if this defective software is a result of negligence, accident, improper use or modification by a non-authorized party by Digital Nexus Media. The following warranties are applicable and replace any other verbal, written, implied or statutory warranties. Digital Nexus Media’ obligations covered by this warranty and the CLIENT’s resorts are solely those mentioned in this document. In no event shall Digital Nexus Media be liable for any damages whatsoever including, without limitation, damages for loss of profits, failure to realize expected savings, interruption of activities, loss of information or of programs or any other pecuniary loss and indirect, consequential, incidental, economic or punitive damages.
1.10 AUTHORIZATION OF DISPLAY The CLIENT is responsible for obtaining the permit and / or certificate of authorization to display if required in his municipality to use, install or modify display screens in shop windows or outside.
1.11 PRODUCTS AND SERVICES RATES Digital Nexus Media reserves the right to increase its monthly fees by one dollar starting year 2 of this agreement. Due to these investments, you are sure to have access to the latest available versions of your applications and market-driven news.
1.12 LICENSE REVOCABILITY The license is revocable by Digital Nexus Media at any time and without prior notice should the CLIENT fail to pay any charges and/or should the CLIENT contravene any or all terms and conditions of this present agreement. In all circumstances, the fees are not refundable. In which case the CLIENT sells or disposes of its computer equipment on which the software was previously installed, the CLIENT agrees to erase any information or data in regard to the software before releasing the equipment in question.
1.13 DATA TRANSFER FEES In the event that fees would be charged to Digital Nexus Media to obtain data due to a client request to that effect, these costs will be automatically charged to the CLIENT.
1.14 DATA HOSTING AND INTERNET ACCESS Hosting of your data on the Digital Nexus Media – MICROSOFT AZURE servers is necessary for proper operation of Digital Nexus MediaLive. Hosting fees are included in the current license agreement. Internet access is required for the proper operation of the ITESLive digital signage solution and the customer is responsible for providing such access.
1.15 SOFTWARE UPGRADES Entitles the CLIENT to receive, at no additional charge, major, minor or maintenance releases and new versions of the Digital Nexus MediaLive digital signage software developed by Digital Nexus Media. The CLIENT declares to have read and accepted the fees as well as the terms and conditions, contained therein and, agrees to abide by this agreement.
2.1 TECHNICAL SUPPORT
This service provides to the CLIENT access to, at no additional charge, e-mail and telephone support, between 7:00 am to 10:00 pm, 7 days a week for major problems (URGENT – where a problem in the software causes serious disruption of a major business function and which cannot be (temporarily) solved by a workaround) and during normal business hours for all other situations (Monday to Friday between 7:30 AM and 6:00 PM).