Conditions générales d'utilisation

Ledpilot – Digital Signage Software

Our Terms and conditions

THESE TERMS AND CONDITIONS ("TERMS") SET OUT THE TERMS ON WHICH LEDPILOT– LEDCOM SA ("LEDPILOT", "US", "WE", "OUR") PROVIDE YOU ("YOU", "YOUR","CUSTOMER") WITH ACCESS TO THE LEDPILOT SIGNAGE SERVICE ("SERVICE") ATWWW.LEDPILOT.EU ("WEBSITE"). PLEASE READ THESE TERMS CAREFULLY ANDENSURE THAT YOU HAVE UNDERSTOOD THEM. BY CLICKING ON THE BUTTONMARKED "SIGN UP" YOU WARRANT THAT YOU UNDERSTAND AND ACCEPT THESETERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR EMPLOYER ORACTING AS AN EMPLOYEE, YOU WARRANT THAT YOU ARE AUTHORISED TO ENTERINTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER. THE SAMERIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. YOU AGREETHAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATEDAGREEMENT SIGNED BY YOUR EMPLOYER.

YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOURFUTURE REFERENCE.

1. DEFINITIONS

"Contract" means the contract between us and you for provision of the Service and which incorporatesthese Terms and your online registration form (as provided in 3.1);

"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 you or the Users to theService;

“Error” means diagnosis of interruptions to the Service;

"Fee" means the per Paired Screen fee payable by you for use of the Service as specified on theWebsite or otherwise agreed between us and you in writing;

"Free Trial" shall have the meaning attributed at clause 8.1;

"Hardware" means your computer, laptop or other device used to access and Use the Service togetherwith the Player;

"Intellectual Property Rights" means all intellectual property rights of any nature whatsoeverthroughout the world and for the full duration of any and all intellectual property protection affordedto the same including, without limitation, all: (a) patents, registered trademarks, service marks,copyright, inventions, designs and any and all applications for registration of any of the samewheresoever made; (b) unregistered or pending trademarks, service marks, designs, design right andcopyright; and (c) know how, trade secrets and confidential information howsoever arising and anyright or interest in any of the foregoing.

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

"Minimum Requirements" means any minimum specifications required for your Hardware in order foryou to use the features and functionality of the Service, as may be specified on the Website from timeto time;

"Network" means the electronic communications network used by us to provide the Service;

"Pair" or "Paired" means a Screen that you have registered to the Service permitting you to view yourContent on the Screen using your Hardware and the Player;

Player: specific paying device provided by us in order to allow you to Pair your Screen and use theService;

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

"Screen" means any television, monitor or other device supported by the Service which you havePaired;

"Service" means the digital signage service made available by us to you through the Website and, ifapplicable, related services;

“Subscription Plan/Period” : means the rate plan chosen when subscribing to the Service;

"Use" means having access to the Service for your organisation's own internal business purposes only;and

"User" means an individual employee of your organisation who you have permitted to use the Serviceand who has been given the Login Details.

2. INFORMATION ABOUT LEDPILOT AND THE SERVICE

The Service and Website are owned and managed by Ledcom SA, a company registered in Belgiumwith the company registration number BE0477570293 and having its registered address at Rue SaintExupéry 17/13, 4460 Grâce Hollogne

3. REGISTRATION

3.1 In order to access and Use the Service you shall be required to register using the online registrationform made available to you on the Website. By completing the online registration form, you consent tous conducting verification and security procedures in respect of the information provided in suchonline registration form.

3.2 Upon the completion and submission of the online registration form by you on the Website, weshall send you an email ("Confirmation Email") confirming your registration with us.

3.3 You hereby warrant that the information provided by you is true, accurate and correct. You furtherwarrant 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 yourLogin Details and suspend your access to the Service in the event we have any reason to believe thatany User has breached any of the provisions set out herein.

4. FORMATION AND TERMINATION OF YOUR CONTRACT

4.1 You may try out our Services by using the Free Trial Period of 14 days. At the end of that periodyou will be invited to subscribe to our Services. However, you have the opportunity to use ourServices directly without using the Free Trial Period.

Once you have choosen your subscription plan, your Contract with us shall commence on the date wesend you a Confirmation Email. Your Contrat shall be automatically renewed for further recurringperiods corresponding to your Subscription plan, unless terminated by you or us in accordance withthese Terms.

By subscribing to a monthly plan, you get free access to the Service for a period of one month, validonly for the first subscription. The 6-month plan gives you the possibility to access the Service for twomonths free of charge only for the first subscription. The 1 year subscription plan allows you tobenefit from 3 months free of charge access to the Service with the first subscription. As specified, thisoffer is only valid for the first subscription and cannot be renewed.

4.2 The Contract begins as soon as you subscribe to the plan of your choice. You may not terminatethe Contract during the Subscription period.

For avoidance of any doubt, terminating the Contract will allow you to put an end to your Contractand avoid further renewal.

You may terminate your Contract with us at any time by unsubscribing to the Services through youraccount. For avoidance of any doubt, the termination of the Contract does not allow you to seek anyreimbursement from Ledpilot if the subscription period is not completely over.

4.4 We may suspend or terminate your access and Use of the Service immediately on notice to you inthe event that:

4.4.1 third party services and network providers cease to make the third party service or networkavailable to us;

4.4.2 After a formal notice and no satisfaying remedy has been taken after 15 days you fail to complywith one or more of these Terms;

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

4.4.4 we believe that you have provided us with any false, inaccurate or misleading information,andfor the avoidance of doubt, no Fees shall be refunded to you in the event of termination by us inaccordance with sections

4.5 Upon termination of your Contract with us in accordance with this clause 4, your and any User'saccess to the Website and the Service shall cease and any Content will no longer be accessible throughthe Service. We may retain copies of your Content and/or other data (including any User's data) madeavailable through the Service for auditing and/or tax purposes, or as may be required by us to complywith applicable law.

4.6 Upon termination of your Contract you remain the owner of the purchased Player, as describe inArticle 5 below.

5. ACCESS TO THE SERVICE AND SUPPORT

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

5.2 The Service permits you and your Users to Pair Screens to view Content. A subscription to aLedpilot license leads in principle to the technical necessity to purchase a Player. In such case, thePlayer becomes the property of the Customer. Each license allows the pairing of one Screen with thesaid Player. If the Customer wishes to add content on other Screens, this will lead to the subscriptionof new licence and the acquisition of a new Player. For avoidance of any doubt, a license for oneScreen implies, in principle and if technically necessary, the purchase of one Player. The number ofavailable Screens will in principale always be equal to the number of Players purchased.

5.3 We shall use reasonable endeavours to make the Service available to you and the Users at alltimes, but we cannot guarantee an uninterrupted or error free service.

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

5.5 The Network is not controlled by us and may from time to time be upgraded, modified, subject tomaintenance work or otherwise amended by the owner of the Network. Such circumstances may resultin the Service being temporarily unavailable.

5.6 We use industry standard security measures to protect against the loss, misuse and alteration of theinformation, data, and/or content handled by our Service. However, you acknowledge and agree thatwe cannot guarantee complete security of such information, data, and/or content or that our securitymeasures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow accessto or unauthorised viewing of such information, data, and/or content. However, we use reasonableendeavours in order to prevent such actions and unauthorised access from happening.

5.7 We reserve the right to make changes to the Service or part thereof, from time to time at our solediscretion, and we may from time to time update, add, remove, modify and/or vary any features orfunctionalities of the Service.

5.8 We offer support services 8 hours a day (9am – 5pm), Monday to Friday for the duration of your

Contract in respect of your Use of the Service, which comprises of:5.8.1 advice on access and Use of the Service; and

5.8.2 diagnosis of interruptions to the Service ("Error"), in each case by e-mailing us atinfo@ledpilot.eu.

5.9 Error diagnosis is subject to you or any User providing a clear and accurate description of anyError requiring support, including the circumstances in which it arose, the area of the Service to whichthe Error relates and any other information reasonably required by us to remedy the Error.

5.10 Subject to receiving a description in accordance with clause 5.9 above, we shall use ourreasonable efforts to resolve the Errors within a reasonable time following receipt of your or a User'srequest pursuant to clause 5.8.

5.11 The support detailed in this clause 5 shall not include the diagnosis and rectification of any Errorresulting from:

5.11.1 use of the Service other than in accordance with these Terms or the use of the Service for apurpose for which it was not designed;

5.11.2 a fault in your or a third party's software, hardware, network connections or application or anyupgrade in respect thereof; or

5.11.3 the use of hardware, equipment or any other software by you which are not, or will be not,-compaptible or compliant with the operation or the integration of the Service.

6. YOUR OBLIGATIONS

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

6.2 You shall promptly notify us in the event of a breach of security or any unauthorised Use of LoginDetails.

6.3 You are responsible for ensuring that any Content is not deemed to be offensive, illegal,inappropriate or that in any way:

6.3.1 promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;6.3.2 harasses or advocates harassment of another person;
6.3.3 displays pornographic or sexually explicit material;
6.3.4 promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;

6.3.5 promotes any illegal activities;

6.3.6 provides instructional information about illegal activities, including violating someone else'sprivacy or providing or creating computer viruses;

6.3.7 promotes or contain information that you know or believe to be inaccurate, false or misleading;6.3.8 engages in the promotion of contests, sweepstakes and pyramid schemes, without our priorwritten consent;

6.3.9 contains any virus or other thing or device which may prevent, impair or otherwise adverselyaffect the operation of the Website; or

6.3.10 infringes any Intellectual Property Rights or any other proprietary rights of any third party.

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

6.5 You acknowledge that the Service does not verify the rights and restrictions applicable to anyContent. Where you do not own the Content, you are solely responsible for checking the relevantlicence 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 anyContent through the Service.

6.6 You warrant and represent that you own, are licensed or otherwise have a right to use any and allthe Intellectual Property Rights in any Content that you submit to the Service. You hereby indemnifyand hold us harmless against all damages, losses, costs and expenses (including reasonable legalexpenses) incurred or suffered by us arising out of or in connection with any claim made against us bya third party arising out of or in connection with our use or possession of any Content in accordancewith these Terms.

6.7 You further agree that at all times, you shall, and procure that any User shall:6.7.1 not use Login Details with the intent of impersonating another individual;

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

6.7.3 not do anything likely to impair, interfere with or damage or cause harm or distress to anypersons using the Service and the Website or in respect of the Network;

6.7.4 not use the Website and/or the Service, the content therein and/or do anything that will infringeany intellectual property right or other rights of any third parties;

6.7.5 not use any information obtained using the Service and/or the Website otherwise than inaccordance with these Terms;

6.7.6 comply with all our instructions and policies from time to time in respect of the Website andyour Use of the Service;

6.7.7 co-operate with any reasonable security or mandatory legal checks or requests for informationmade by us from time to time; and

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

6.8 In the event that you or any User breach any of the terms in this clause 6, or we in our sole andabsolute discretion, reasonably suspect that you or any User have breached any of the terms set out inthis clause 6, we reserve the right to take to terminate your Contract forthwith upon written notice.

7. FEES AND PAYMENT

7.1 All Fees are invoiced and must be paid for at the beginning of the Subscription period. NoAdjustments will be made after the payment. No reimbursement can be made in case of earlytermination.

All Screen additions will require a new subscription to be granted a licence. No Adjustments will bemade if you un-Pair any Screen(s)

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

7.6 Any invoices must be paid for immediately. If we do not receive your payment by the applicabledue date, we reserve the right to withhold access and/or terminate your Contract. If you wish toterminate your Contract, you shall be required to comply with clause 4.

7.7 We reserve the right to increase the Fees at any time upon written notice to you, which shall takeeffect from the start of the next renewal of your Subscription period. You may, of course, choose toterminate the Agreement in advance of the next Subscription period, should you not wish to accept thefuture Fee increase in the condition provided in article 4 above.

7.8 All Fees payable hereunder are exclusive of VAT or other sales tax, which will be added at theapplicable rate.

7.9. In case of an online payment, you shall have the responsibility to inquire about the general termsand conditions of the payment provider. We shall not be liable for the payment provider as stated inclause 9.4.

8. FREE TRIAL

8.1 We offer you a one-time free trial for the period set out on the Website from time to time, duringwhich you can try out Use of the Service for free ("Free Trial"). You acknowledge that during anyFree Trial, the Service may have certain restrictions and limited functionality.

8.2 On expiry of the Free Trial, you will have the option to either (i) continue access to the Service bypaying the Fees; or (ii) cease access to and Use of the Service, as stated in clause 4.

8.3 Where you are taking up a Free Trial, you agree that we will have the right to send youcommunications, notices and news about the Service to your e-mail address and to use any alternateemail address you may have provided.

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

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

9. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

9.1 You hereby warrant that (a) all Users are at least 18 years old; (b) you have the right and capacityto enter into and be bound by these Terms; and (c) you shall comply with all applicable laws regardingthe Use of the Service.

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

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

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

9.5 We shall not be liable for any delay or failure to provide the Service and/or make the Websiteavailable for reasons that is due to third parties including without limitation internet service providers,data centres, server hosting companies and telecommunication providers, or for reason of forcemajeure.

9.6 All warranties, representations, guarantees, conditions and terms other than those expressly set outherein whether express or implied by legal or regulatory provisions, trade usage or otherwise, andwhether written or oral are hereby expressly excluded to the fullest extent permissible by law.Consequently, all information, advice, suggestions, and recommendations made available to you areprovided to you on an "as is" basis.

9.7. Neither you or us shall be responsible for any:

9.7.1 loss of profits, sales, business, or revenue;

9.7.2 loss or corruption of data, information or software;

9.7.3 loss of business opportunity;

9.7.4 loss of anticipated savings;

9.7.5 loss of goodwill; or

9.7.6 special, indirect or consequential loss, whether such losses, damages, costs and expenses resultedfrom your or our negligence, failure to comply with these Terms or otherwise.

9.8. Both parties’ maximum aggregate liability towards one another, arising from or in connection withthis Contract, whether arising in contract, tort (including negligence) or otherwise, shall not exceed theFees paid by you to us under the Contract in the twelve (12) months prior to the month in which theevent or series of events arose (and in the event less than 12 months have elapsed, the aggregateliability shall be limited to the Fees payable by you in the first 12 months of your Contract, to becalculated by averaging the Fees paid (or payable in the case of Fees invoiced but not yet paid) by youduring the preceding months.

9.9 The Parties acknowledge that from time to time, the services can be temporarily disrupted as a

result of force majeure hardware failure, supplier failures or other temporary technical problems. Youacknowledge and accept that neither Ledpilot nor any of its members, shareholders, directors, officers,employees or representatives will be liable to you for any direct, special, indirect, consequential,punitive or exemplary damages, or damages for loss of profits or savings, in connection with anytemporary disruptions.

For the avoidance of any doubt, it is agreed by and between the parties hereto that Ledpilot shall notbe liable for any non-availability of the Services to the extend not caused by or resulting from a willfulneglect or gross negligence of Ledpilot, its agents or other third parties engaged by Ledpilot to assistin in its performance of its obligations under this Terms.

10.5 You will immediately inform and/or notify us if and when it becomes aware of:

10.5.1. any infringement or suspected infringement to our and/or our Intellectual Property Rights

10.5.2. any unauthorised use of or applications for a trademark that conflicts with or is confusinglysimilar to any of our and/or our licensors’ Intellectual Property Rights;

10.5.3. any allegations or claims whether or not made in legal proceedings that the use of any Serviceinfringes a trademark or any other intellectual property rights of any other entity.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 We and/or our licensors own all rights in the Intellectual Property Rights relating to the Serviceand the Website. All right, title and interest in and to the Service and the website will remainexclusively with us and/or our licensors.

10.2 You are expressly prohibited from:

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

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

10.3 You acknowledge the validity of all the Intellectual Property Rights of us and/or our licensors andyou shall refrain from any infringement or denying, challenging or attacking validity of ourand/or our licensors’ Intellectual Property Rights or interests and from assisting any otherthird party in infringing, denying, challenging or attacking such validity by providinginformation or advice or otherwise.

10.4 You shall keep us fully and effectively indemnified and hold harmless from and against any andall costs, claims, damages, demands, losses and liabilities suffered or incurred by eitherParty arising from or in connection with any claim by a third party that any part of theService infringes the Intellectual Property Rights of that third party.

11. DATA PROTECTION

11.1 You shall ensure that your and any User's Use of the Service is compliant with all relevantapplicable laws, regulations and policies relating to data protection.

11.2 To the extent that any Content contains Personal Data, as defined by the European Regulation(EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing ofpersonal data, you shall ensure that you are entitled to transfer such Personal Data to us so that wemay lawfully process the Personal Data for the purpose of performing our obligations under theseTerms and that the relevant third parties have given their consent to our processing of the PersonalData in accordance with these Terms.

11.3 We may collect and process the following information:

11.3.1 information that you provide to us from time to time, including information provided at thetime of registering to use our Website, Content or any requests for further information or services. Wemay also ask you for information when you report a problem with our Website;

11.3.2 if you or any User contacts us, we may keep a record of that correspondence;
11.3.3 details of Users' visit to the Website and use of the Service, including searches requested, page

response times, lengths of visit;

11.3.4 details of Users' use of the Service including, but not limited to, login information, browser typeand version, traffic data and other communication data, and the resources that Users access, so we maycompile statistics relating to use of the Service.

11.4 We take appropriate measures to ensure that any Personal Data is kept secure and for the durationof your use of our Service. Unfortunately, the transmission of information via the internet is notcompletely secure. Although we will do our best to protect Personal Data, we cannot guarantee thesecurity of Users' data when transmitted to our Website; any transmission is at your own risk. Once wehave received your information, we will use reasonable procedures and security features to try toprevent unauthorised access.

11.5 We use information held about Users in the following ways:

11.5.1 to ensure that our Service is presented in the most effective manner for you and your Users;

11.5.2 to carry out our obligations arising from any contracts entered into between you and us;

11.5.3 to notify you about changes to our Service;

11.5.4 as part of our efforts to keep our Service safe and secure;

11.5.5 to make suggestions and recommendations to you and Users about Ledpilot Services that maybe of interest to you or them;

11.5.6 to make improvements to the Service; and

11.5.7 to notify you about any changes to our Terms and Conditions.

11.6 We may disclose User personal data to:

11.6.1 suppliers and sub-contractors for the performance of any contract we enter into with them oryou;

11.6.2 providers that assist us in the improvement and optimisation of the Service;

11.6.3 in the event that we sell or buy any business or assets, in which case we may disclose Userpersonal data to the prospective seller or buyer of such business or assets;

11.6.4 if we or substantially all of our assets are acquired by a third party, in which case personal dataheld by us will be one of the transferred assets;

11.6.5 if we are under a duty to disclose or share User personal data in order to comply with any legalobligation, or in order to enforce or apply our Terms and other agreements; or

11.6.6 to protect the rights, property, or safety of Ledpilot, the Service and any third party we interactwith to provide the Website.

12. MISCELLANEOUS

12.1. In case of conflict between the general terms and conditions of the Customer and these Terms,the latest shall prevail.

12.2. If any provision (whole or in part) of theses Terms is not or ceases to be legal, valid, binding andenforceable under applicable law, neither the legality, validity, binding effect or enforceability of theremaining provisions under the applicable law nor the legality, validity, binding effect orenforceability of the remainder of the provision under the applicable law will be affected. Accordingly,the Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable provision witha valid, legal and enforceable provision which economic effect comes as close as possible to that ofthe invalid, illegal or unenforceable provision.

Ledpilot.eu – une marque propriété de Ledcom SA – Rue Saint Exupéry 17/3, 4460 Grâce Hollogne – info@ledpilot.eu - www.ledpilot.eu -Tel : +32 4 26 26 003 – TVA : BE 0477 570 293

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