SIMPLEWAY CX

Terms and Conditions

Service Level Agreement

Data Processing Schedule

Minimum Hardware Requirements

Terms and Conditions

Effective from: 1st July 2021

Last update: 7th July 2021

Contact email: cloud@simpleway.cz

Under these Terms and Conditions (“TaC”) we, Simpleway, Inc., the corporation incorporated and existing under the laws of State of Wyoming, 1621 Central Avenue, Cheyenne, Wyoming, 82001 USA („SW“), provides you, the customer (“Customer”) with Simpleway CX service at www.airport.cx (“Website”).

By using the Service, you confirm that you have read, understood, and accepted these TaC. If you are accepting these TaC on behalf of other subject (i.e., as an employee or an agent), you hereby warrant that you are duly authorized to enter into a legally binding contract on behalf of such subject. If you do not agree to these TaC, please cease use of the Service immediately.

DEFINITIONS

• “Additional Modules” means other optional features connected with the Service according to the respective Subscription Plan;

• "Billing Period" shall have the meaning at Section 2.1;

• "Contract" means the contract between us and you for provision of the Service and which incorporates these TaC, the Data Processing Schedule, the Service Level Agreement and your online registration form;

• “Confirmation Email” shall have the meaning attributed at Section 1.2;

• "Content" means any and all data submitted by you or the Users to the Service;

• “Data Processing Schedule” means the Data Processing Schedule set out in Schedule 1 to these TaC;

• "Fee" means the fee payable by you for use of the Service;

• "Free Trial" shall have the meaning attributed at Section 3.1;

• "Intellectual Property Rights" means all intellectual property rights including without limitation, patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, performer's rights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or register able and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

• "Login Details" means the unique username and password required for all Users to access the Service;

• "Network" means the electronic communications network, including its configuration and security setting, used by us to provide the Service;

• "Pair" or "Paired" means a Screen that you have registered to the Service permitting you to view your Content on the Screen using UPRD or SimpleVUE;

• "Purpose" means to use, copy, compress, modify and transmit in order to provide you with the Service and perform our obligations under these TaC;

• "Screen" means any display device supported by the Service which you have Paired;

• "Service" means Simpleway CX service, the digital signage service made available by us to you through the Website;

• "Service Level Agreement" means the definition of commitment to the Users in respect of the availability of the Service;

• “SimpleVUE” means media player software supplied by SW as a part of the Service according to a respective Subscription Plan;

• “Subscription Plan” means specific type of Simpleway CX service available, as specified at the Website;

• "UPRD" means the Simpleway’s Ultimate Performance Rendering Device (mini-PC hardware) for a content rendering on the screen;

• "Use" means having access to the Service for your organization’s own internal business purposes only; and

• "User" means any individual you have permitted to use the Service and who has been given the Login Details.

1. REGISTRATION

1.1.       In order to Use the Service, you shall be required to register using the online registration form on the 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.

1.2.       Upon the completion and submission of the online registration form by you on the Website, you shall be sent an email ("Confirmation email") confirming your registration with us.

1.3.       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.

1.4.       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 the Service in the event we have any reason to believe that any User has breached any of the provisions set out herein.

2. FORMATION AND TERMINATION OF YOUR CONTRACT

2.1.       Your Contract with us shall commence on the date we send your Confirmation email. Your Contract shall continue for the Free Trial period and unless terminated in accordance with Section 3 below, on expiry of the Free Trial your Contract shall automatically renew for further recurring periods of either one (1) quarter or one (1) year (each a “Billing Period”), depending on the selection you have made, unless terminated by you or us in accordance with these TaC.

2.2.       You may terminate your Contract with us at any time by providing notice in writing or by email sent to the postal or Contact email address, such notice to expire at the end of the Free Trial or the relevant Billing Period (as applicable) in which we received your notice to terminate. You will receive no refund of Fees paid in such circumstances.

2.3.       You may also terminate this Contract (by providing ten (10) days’ notice in writing or by email sent to the postal or Contact email address if we commit a material breach of this Contract. In such circumstances, we will refund to you a pro-rata portion of any Fees paid by you in advance.

2.4.       We may give you notice to terminate your Contract and your Use of the Service at any time, your Contract and Use of the Service to terminate at the end of the current Billing Period.

2.5.       We may suspend or terminate your Use of the Service immediately on notice to you in the event that:

2.5.1.  third party services and network providers cease to make the third-party service or network available to us;

2.5.2.  you fail to comply with one or more of these TaC;

2.5.3.  we believe that there has been fraudulent use, misuse or abuse of features and functionalities of the Service (in whole or in part); or

2.5.4.  we believe that you have provided us with any false, inaccurate or misleading information, and for the avoidance of doubt, no Fees shall be refunded to you in the event of termination by us in accordance with Sections 2.5.2- 2.5.4.

2.6.       Upon termination of your Contract with us in accordance with this Section 1, your and any User's access to the Website and the Service shall cease and any Content will no longer be accessible through the Service. We may retain copies of your Content and/or other data (including any User's data) made available through the Service for auditing and/or tax purposes, or as may be required by us to comply with applicable law. These copies will always be held confidential.

3. FREE TRIAL

3.1.       We offer you a one-time free trial for such period set out on the Website from time to time, during which you can try out Use of the Service for free ("Free Trial"). You acknowledge that during any Free Trial, the Service may have certain restrictions and limited functionality (e.g. a limit on the number of Screens that may be Paired).

3.2.       On expiry of the Free Trial, you will have the option to either

3.2.1.  continue access to the Service by paying the Fees; or

3.2.2.  cease access to and Use of the Service.

3.3.       Where you are taking up a Free Trial, you agree that we will have the right to send you communications, notices, and news about the Service to your email address and to use any alternate email address you may have provided.

3.4.       We reserve the right to modify, cancel and/or limit this Free Trial offer at any time.

3.5.       If you choose not to continue Use of the Service after the Free Trial, you acknowledge and agree that all Content shall no longer be accessible through the Service on expiry of the Free Trial.

4. FEES AND PAYMENT

4.1.       Subject to Section 4.2, all Fees are invoiced in advance and are based on the number of Screens you have Paired at the start of the then-current Billing Period and Additional Modules ordered.

4.2.       If you wish to pair any additional Screen(s) part way through a Billing Period, additional Fees will be payable in respect of such Screen(s), calculated on a pro-rata basis of the normal Fee for a Screen during the current Billing Period, for the period remaining in such Billing Period.

4.3.       No reduction in, or refund of, Fees will be made if you un-Pair any Screen(s) during your Billing Period.

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

4.5.       Any invoices are payable within thirty (30) days of the invoice date. If we do not receive your payment by the applicable due date, we reserve the right to withhold access and/or terminate your Contract. If you wish to terminate your Contract, you shall be required to comply with Section 2.

4.6.       We reserve the right to increase the Fees at any time upon written notice to you, which shall take effect from the start of the next Billing Period following the Billing Period in which we gave notice to you. You may, of course, choose to terminate the Contract in advance of the next Billing Period, should you not wish to accept the future Fee increase.

4.7.       All Fees payable hereunder are exclusive of VAT or other sales tax.

5. ACCESS TO THE SERVICE AND SUPPORT

5.1.       The Service shall be provided through UPRD, which might be provided to you, depending on Subscription Plan, and will be sent to the address provided by you after the first payment according to the Billing Period in case of lease, or payment of its purchase price in case of sale.

5.2.       Alternatively, especially during a Free Trial period, the Service can be provided without the UPRD only through the SimpleVUE media player software installed directly in the operation system of your Screens. Limitations can apply in case of this form of the Service provision, reference to the section 11.

5.3.       In consideration for payment of the applicable Fees, we hereby grant to you a non-exclusive, non-transferable (without a right to sub-license) license to Use, and permit Users to Use, the Service for the duration of your Contract. You acknowledge that you shall be responsible for all Use of the Service by Users and shall ensure that these TaC are brought to the attention of all Users. You shall be liable for breach of these TaC by a User as if it were a breach by you.

5.4.       The Service permits you and your Users to Pair Screens to view Content in accordance to your Subscription Plan. You may Pair or unpair Screens at any time.

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

5.6.       Our ability to provide the 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 the Service, server and/or Network at the same time. We shall take reasonable action to minimize the disruption caused by such circumstances, but you acknowledge, agree and accept that some such interruptions may not be avoidable.

5.7.       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. Our Service Level Agreement to you can be seen here: www.airport.cx/terms-and-conditions

5.8.       We use industry 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 unauthorized viewing of such information, data, and/or content. However, we use reasonable endeavours to prevent such actions and unauthorized access from happening.

5.9.       We reserve the right to make changes to the 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 the Service. If changes with significant impact on the Service are made that you are unhappy with, you have the right to terminate the Contract with immediate effect.

5.10.   We offer support services for the duration of your Contract in respect of your Use of the Service, which comprises of:

5.10.1.  advice on Use of the Service; and

5.10.2. diagnosis of interruptions to the Service ("Fault"), in each case by emailing us at support-cloud@simpleway.cz.

5.11.   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 the Service to which the Fault relates, and any other information reasonably required by us to remedy the Fault.

5.12.   Subject to receiving a description in accordance with Section 5.11 above, 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 Section 5.10 and in accordance with our Service Level Agreement.

5.13.   The support detailed in this Section 3 shall not include the diagnosis and rectification of any Fault resulting from:

5.13.1. use of the Service other than in accordance with these TaC or the use of the Service for a purpose for which it was not designed;

5.13.2. a fault in your or a third party's software, hardware, network connections or application or any upgrade in respect thereof; or

5.13.3. a fault in the equipment or in any other software operating in conjunction with or integrating with the Service.

6. YOUR OBLIGATIONS

6.1.       You agree that you are solely responsible and liable for all your activities on the Website and Use of the Service, including that of your Users. You shall be liable for any breach of these TaC by a User as if you had breached the TaC.

6.2.       You shall promptly notify us in the event of a breach of security or any unauthorized Use of Login Details.

6.3.       You are responsible for ensuring that any Content is not deemed to be illegal, inappropriate or infringing rights of third parties.

6.4.       For the duration of this Contract, you hereby grant, to us a non-exclusive, worldwide royalty free license to use the Content and all other materials submitted by you or any User solely for the Purpose.

6.5.       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 the Service.

6.6.       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 the 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 TaC.

6.7.       You further agree that at all times, you shall, and procure that any User shall:

6.7.1.  not allow any other person other than a User to use your Login Details;

6.7.2.  not use the Website and/or the Service, the content therein and/or do anything that will infringe any rights of any third parties;

6.7.3.  comply with our instructions and policies from time to time in respect of the Website and your Use of the Service;

6.7.4.  co-operate with any reasonable security or mandatory legal checks or requests for information made by us from time to time;

6.7.5.  not use any information obtained using the Service and/or the Website otherwise than in accordance with these TaC; and

6.7.6.  use the information made available to you using the Service and on the Website at your own risk.

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

6.9.       In the event that You or any User breach any of the terms in this Section 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 Section 6, we reserve the right to terminate your Contract forthwith upon written notice.

7. INTELLECTUAL PROPERTY RIGHTS

7.1.       We and/or our licensors own all rights in the Intellectual Property Rights relating to the Service and the Website. Subject to the limited license granted under Section 5.1, all right, title and interest in and to the Service and the Website will remain exclusively with us and/or our licensors and we reserve all rights therein.

7.2.       You are expressly prohibited from:

7.2.1.  reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Service or the Website; and

7.2.2.  removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or its licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to us.

8. DATA PROTECTION

8.1.       We and you agree to comply with our respective obligations as set out in the Data Processing Schedule 1 (availble upon request).

9. VIRUSES, HACKING AND OTHER OFFENCES

9.1.       You will not, and procure that the User will not, misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to the Website, the server on which the Website is stored or any server, computer or database connected to our Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.

9.2.       We will report any breach under this provision to the relevant law enforcement authorities and will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right, together with any User's right, to use the Website will cease immediately.

9.3.       We will not be liable for any loss or damage caused by a distributed denial-of- service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your, or any User's use of the Website or to your, or any User downloading of any material posted on it, or on any website linked to it.

10. PUBLICITY AND MARKETING

10.1.       Subject to your prior written approval, we may in any of our marketing material refer to you as our customer and refer to the type of services that we have provided to you.

10.2.       Subject to your prior written approval, we may publish and circulate a case study describing the Service supplied by us to you, including aggregate figures relating to your use of the Service and the benefits it has brought to your business (for use by us as a marketing tool).

11. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

11.1.       You hereby warrant that you have the right and capacity to enter into and be bound by these TaC and you shall comply with all applicable laws regarding the Use of the Service.

11.2.       The Service is provided to assist with viewing Content on Screens and should not be used as a back-up facility. You should ensure that you and the Users have adequate back-up facilities for any Content and we shall not be liable for any losses or damages incurred by you or any Users arising out of or in connection with your failure to implement adequate back-up facilities in respect of any Content.

11.3.       You acknowledge that we use compression techniques in order to relay Content on Screens, which may result in a reduction in the image quality when viewed on a Screen. We cannot guarantee that any attempt to Pair a Screen will be successful and may be subject to your selected Screen meeting certain specifications specified by us from time to time.

11.4.       Links to third party websites may appear on the Website from time to time. Such third party websites are not our responsibility and we accept no liability for the availability, suitability, reliability or content of such third party websites and third party software.

11.5.       We shall not be liable for any delay or failure to provide the Service and/or make the Website available for reasons that is due to third parties including without limitation internet service providers, data centers, server hosting companies and telecommunication providers.

11.6.       All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. All information, advice, suggestions and recommendations made available to you are provided to you on an "as is" basis.

11.7.       Nothing in these TaC shall be deemed to exclude, restrict or limit liability for the following categories:

11.7.1.  death or personal injury resulting from negligence;

11.7.2.  any liability for fraud or fraudulent misrepresentation;

11.7.3.  any act of liability caused through wilful default;

11.7.4.  any indemnity provided hereunder; or

11.7.5.  any other liability which cannot be limited or excluded under applicable law.

11.8.       Subject to Section 11.7, neither you nor us shall be responsible for any:

11.8.1.  loss of profits, sales, business, or revenue;

11.8.2.  loss or corruption of data, information or software;

11.8.3.  loss of business opportunity;

11.8.4.  loss of anticipated savings;

11.8.5.  loss of goodwill; or

11.8.6.  special, indirect or consequential loss, whether such losses, damages, costs and expenses resulted from your or our negligence, failure to comply with these TaC or otherwise.

11.8.7.  Subject to Section 11.7, both parties’ maximum aggregate liability towards one another, arising from or in connection with this Contract, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the Fees paid by you to us under the Contract in the twelve (12) months prior to the month in which the event or series of events arose (and in the event less than 12 months have elapsed, the aggregate liability shall be limited to the Fees payable by you in the first 12 months of your Contract, to be calculated by averaging the Fees paid (or payable in the case of Fees invoiced but not yet paid) by you during the preceding months).

12. CONFIDENTIALITY

12.1.       Unless otherwise set out to the contrary in these TaC, each party (the "Receiving Party") shall keep confidential all information and documentation disclosed by the other party (the "Disclosing Party") to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any operations, products, processes, dealings, trade secrets or the business of the Disclosing Party or which is identified by the Disclosing Party as confidential ("Confidential Information") and will not use any Confidential Information for any purpose other than the performance of its obligations under these TaC and/or, insofar as SW is the Receiving Party, improving performance of the Service. Other than to its employees, affiliates and sub- contractors to the extent that it is reasonably necessary for the purpose of performing its obligations under these TaC, the Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

12.2.       The obligations contained in Section 12.1 shall not apply to any Confidential Information which is:

12.2.1.  on the date your Contract comes into effect, or at any time after that date, in the public domain other than through breach of these TaC by the Receiving Party;

12.2.2.  furnished to the Receiving Party without restriction by a third party having a bona fide right to do so;

12.2.3.  required to be disclosed by the Receiving Party by law or regulatory requirements of any marketplace / stock exchange, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.

13. CONFIDENTIALITY

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

13.2.       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.

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

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

13.5.       All notification and communication should be sent to Contact email address or the contact details given by you in the online registration form on the Website. A notice or communication is deemed given: (i) if delivered personally, when left at the relevant party's address; (ii) if sent by post, five (5) working days after posting it; (iii) if sent by email on completion of its transmission.

13.6.       If any of these TaC 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.

13.7.       Your Contract represents the entire agreement between you and us in respect of your use of the Website and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

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

13.9.       These TaC are governed by and construed in accordance with the law of the State of Wyoming, USA. The courts of the State of Wyoming, USA shall have exclusive jurisdiction over any disputes arising out of these TaC.

13.10.   We may make small amendments to these TaC by giving reasonable notice on our Website. By continuing (or Users continuing) to Use the Service after expiry of the notice period, you will be deemed to have accepted any amendment to these TaC. For more significant changes, we will notify existing customers by email.