Ownership; Proprietary Rights.
The COSIGNAGE Service is owned and operated by SIGNAGE & MUSIC SERVICES BV. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the COSIGNAGE Service provided by SIGNAGE & MUSIC SERVICES BV (the “Materials”) are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Submissions that are provided and owned by Users, all Materials contained on the COSIGNAGE Service are the property of SIGNAGE & MUSIC SERVICES BV or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to SIGNAGE & MUSIC SERVICES BV or its affiliates and/or third-party licensors. Except as expressly authorized by SIGNAGE & MUSIC SERVICES BV, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. SIGNAGE & MUSIC SERVICES BV reserves all rights not expressly granted in this Terms of Service
You agree to indemnify SIGNAGE & MUSIC SERVICES BV, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the COSIGNAGE Service, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. SIGNAGE & MUSIC SERVICES BV reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify SIGNAGE & MUSIC SERVICES BV, and you agree to cooperate with SIGNAGE & MUSIC SERVICES BV 's defense of these claims. Upon notice of any impending claim, action or proceeding, SIGNAGE & MUSIC SERVICES BV will use reasonable efforts to notify of any indemnification obligation.
Disclaimer of Warranties
SIGNAGE & MUSIC SERVICES BV, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIGNAGE & MUSIC SERVICES BV OR THROUGH THE COSIGNAGE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEGE THAT THIS DISCLAIMER INCLUDES SIGNAGE & MUSIC SERVICES BV 'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS. YOU EXPRESSLY AGREE THAT THE USE OF THE COSIGNAGE SERVICE IS AT YOUR SOLE RISK. THE COSIGNAGE SERVICE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, USER SUBMISSIONS, LINKED SITES, PRODUCTS, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE COSIGNAGE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. SIGNAGE & MUSIC SERVICES BV, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, USER SUBMISSIONS, OR ANY OTHER PRODUCTS, SERVICES OR APPLICATIONS OFFERED ON OR THROUGH THE COSIGNAGE SERVICE OR ANY LINKED SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. SIGNAGE & MUSIC SERVICES BV, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE COSIGNAGE SERVICE OR ANY LINKED SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE COSIGNAGE SERVICE OR ANY LINKED SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL SIGNAGE & MUSIC
SERVICES BV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS,
LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST BUSINESS, LOST
REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR
DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT
FROM YOUR USE OR YOUR INABILITY TO USE THE COSIGNAGE SERVICE OR ANY LINKED SITES, OR ANY
OTHER INTERACTIONS WITH COSIGNAGE OR OTHER COSIGNAGE SERVICE USERS, EVEN IF SIGNAGE & MUSIC
SERVICES BV OR AN SIGNAGE & MUSIC SERVICES BV AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO YOU. IN SUCH CASES, SIGNAGE & MUSIC SERVICES BV 'S LIABILITY WILL BE LIMITED TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL SIGNAGE & MUSIC SERVICES BV
OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR
SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT
OF OR RELATING TO THESE TERMS OR YOUR USE OF THE COSIGNAGE SERVICE OR YOUR INTERACTIONS WITH
COSIGNAGE OR OTHER COSIGNAGE SERVICE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE,
WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE COSIGNAGE
SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE
HUNDRED DOLLARS, WHICHEVER IS GREATER. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH
RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON
ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SIGNAGE & MUSIC SERVICES BV AND
RECEIVED THROUGH OR ADVERTISED ON THE COSIGNAGE SERVICE OR RECEIVED THROUGH ANY LINKED
YOU ACKNOWLEDGE AND AGREE THAT SIGNAGE & MUSIC SERVICES BV HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SIGNAGE & MUSIC SERVICES BV, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SIGNAGE & MUSIC SERVICES BV. SIGNAGE & MUSIC SERVICES BV WOULD NOT BE ABLE TO PROVIDE THE COSIGNAGE SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
You agree to comply with all export laws and restrictions of any sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of a government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under this Terms of Service are contingent on your compliance with this provision.
SIGNAGE & MUSIC SERVICES BV may provide you with notices, including those regarding changes
to SIGNAGE & MUSIC SERVICES BV 's terms and conditions, by email, regular mail or postings
on the COSIGNAGE Service. Notice will be deemed given twenty-four hours after email is sent,
unless SIGNAGE & MUSIC SERVICES BV is notified that the email address is invalid.
Alternatively, we may give you legal notice by mail to a postal address, if provided by you
through the COSIGNAGE Service. In such case, notice will be deemed given three days after
the date of mailing. Notice posted on the COSIGNAGE Service is deemed given 30 days
following the initial posting. The failure of SIGNAGE & MUSIC SERVICES BV to exercise or
enforce any right or provision of these Terms will not constitute a waiver of such right or
provision. Any waiver of any provision of these Terms will be effective only if in writing
and signed by SIGNAGE & MUSIC SERVICES BV . These Terms will be governed by and construed in
accordance with the laws of the United Kingdom, without giving effect to any principles of
conflicts of law. For Users residing outside the United Kingdom and using the COSIGNAGE
Service in another territory, any dispute or claim arising out of or in connection with
these Terms or your use of the COSIGNAGE Services shall be finally settled by binding
arbitration in Antwerp. The parties agree that this arbitration is the exclusive remedy for
any disputes. For Users residing inside the United Kingdom and using the COSIGNAGE Service
in the United Kingdom, you agree that any action at law or in equity arising out of or
relating to these Terms or SIGNAGE & MUSIC SERVICES BV as an entity will be filed only in
the courts in and for Antwerp, and you hereby consent and submit to the personal and
exclusive jurisdiction of such courts for the purposes of litigating any such action. If any
provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason
unenforceable, then that provision will be limited or eliminated from these Terms to the
minimum extent necessary and will not affect the validity and enforceability of any
remaining provisions. These Terms and related Guidelines, and any rights and licenses
granted hereunder, may not be transferred or assigned by you, but may be assigned by SIGNAGE
& MUSIC SERVICES BV without restriction. Any assignment attempted to be made in violation of
this Terms of Service shall be void. Upon termination of these Terms, any provision which,
by its nature or express terms should survive, will survive such termination or expiration.
The heading references herein are for convenience purposes only, do not constitute a part of
these Terms, and will not be deemed to limit or affect any of the provisions hereof. This is
the entire agreement between you and SIGNAGE & MUSIC SERVICES BV relating to the subject
matter herein and will not be modified except in writing, signed by both parties, or by a
change to these Terms or Guidelines made by SIGNAGE & MUSIC SERVICES BV as set forth above.
YOU AND SIGNAGE & MUSIC SERVICES BV AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE COSIGNAGE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The services are offered by SIGNAGE & MUSIC SERVICES BV, register at :
SIGNAGE & MUSIC SERVICES BV, CoSignage, Zebrastraat 9, 3064 LR Rotterdam, the Netherlands.