DISPL End-User License Agreement

1. TERMS AND DEFINITIONS

1.1. In this Agreement, the following terms and definitions are used equally in singular and plural in the following definitions, unless otherwise follows from the context of the relevant provisions:

a) “Agreement” means this DISPL End - User License Agreement, which defines the order of using of the Software, included as a component (shrink wrap license), on a simple (non-exclusive) license basis, accepted by the Client upon installing and (or) starting of Software usage.  If you purchase products and services online, this Agreement is part of the Additional Documents as defined in the DISPL Term of Service for Online Products (“Umbrella Terms”) available at https://displ.com/legal/displ-term-of-service-for-online-products-umbrella-terms;

b) “Client” or “Customer” means a legal or natural person who has entered into the Contract for purposes of getting a copy (copies) of the Software, and it's using on the terms of this Agreement;

c) “Contract” means any applicable license (sublicense) contract, concluded between the Client and the Right-holder, or person acting under deals (agreements, contracts) with the Right-holder, or persons acting in his interests, whereby the Client is entitled to use the copy (copies) of the Software. This Agreement is an integral part of the Contract and constitutes with it a single whole;

d) “Device” means an owned or legally held and (or) used technical device (a personal computer, a terminal, etc.) by which the work and execution of functions, and (or) presentation of the results of the Software are performed;

e) “IP rights” means shall mean all worldwide intellectual property rights, including without limitation, patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of,  and rights to claim priority from, such rights and documentation to and source code of the software, and any modifications, adaptations, derivative works, and enhancements made thereto and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

f) “Personal area” means (a) the section of the site available to the Client (in case of the acquisition of Software on SaaS model) or (b) the section of the internal portal of the Client (in case of the acquisition of Software On-Premises) placed on the resources of the Client. The Personal area is managed by the computer program “DISPL Manager” available to the Client by entering the Client’s registration data (username/ password);

g) “Right-holder” or DISPL means Displayforce Global Limited, a company governed and construed under the laws of the Republic of Cyprus, having its registered office at 1 Iapetou Str, 4101 Agios Athanasios, Limassol, Cyprus, registered in the register of the Ministry of Energy, Commerce and Industry Department of Registrar of Companies and Intellectual Property under the number HE 433772;

h) “Software” means software “DISPL” or “Displayforce”  which consist of software programs including, but not limited to “DISPL Player”, “DISPL Manager” and “DISPL Designer”, ”DISPL Audience”, “DISPL Visitors Insights” or other Right- holder`s Software, where “DISPL Manager” is designed as controller program for one or more “DISPL Player; The detailed name of the licensed product and its tariff, extensions and other description, is determined in annexes to this Agreement and/or to the Contract; All IP rights for the Software are belong to the Right-holder according to the law and (or) the related deals (agreements, contracts);

i) “Site” or “Website” means any of the websites on the Internet, located at https://displ.com/ or https://displayforce.ai/, all rights for their administration are held by DISPL;

j) “Territory” means worldwide, unless otherwise provided by the Contract, provided Client complies with the restrictions set forth in Agreement and DISPL Eхport Compliance Policy (https://displ.com/legal/export-compliance-policy). The Client shall not permit any third party to access or use the licensed Software in, or export it to, a country subject to an EU embargo or/and restrictive measures or/and Right-holder embargo policy.

2. SUBJECT OF TE AGREEMENT

2.1 This Agreement shall define the order of using of the Software by the Client, ways of using and Territory.

2.2. The using of Software is governed by this Agreement and Contract, and the Privacy policy as well, provided by the Right-holder at the following site: https://displ.com/privacy-policy.

2.3. The right to use the Software shall be granted to the Client under the terms of this Agreement and the Contract under simple (non-exclusive) license. The Right-holder shall have the right to conclude any other agreements similar to this one with any third person regarding the Software.

2.4. The Client or persons acting in his interests or upon charge shall examine this Agreement prior to its acceptance and then accept it while downloading of the distribution of the Software and (or) while installing of the Software on the Device. In case of disagreement with the terms of this Agreement, the Client shall immediately stop using the Software and delete all copies of the Software (as well as its distributions) from the Devices.

2.5. This Agreement allows the use of the Software by a person acting in interests of the Client or upon his charge within the purchased number of licenses. Despite the fact that this person is engaged in the use of the Software in interests of the Client or upon his charge, the Client shall be responsible for any violation of the terms of use of the Software defined by this Agreement and the Contract, committed both by the Client and (or) by such engaged person as well (hereinafter referred to in the Agreement, violations committed by such engaged person are equal to the actions of the Client).

2.6. The rights to use the Software which are not directly set forth in the article 3 of this Agreement shall be considered as not granted to the Client.

3. WAYS OF USING AND RESTRICTIONS OF USING OF THE SOFTWARE. TERM OF USING OF THE SOFTWARE

3.1. Provided the Client complies with the restrictions set forth in this Agreement, the Right-holder hereby for a license fee grants to the Client a non-exclusive, non-transferrable, limited to a particular number of copies and revocable license throughout the Territory for the Software. Since the Contract does not prescribe otherwise, the Client shall have the right to use the Software in the following ways:

3.1.1. Regarding the program “DISPL Designer”:
(a) to install this software on the Client’s Device;
(b) to create and edit (visually) user scenarios, to determine interaction between the Devices which are performing such scenarios by means of the “DISPL Player”;
(c) to manage of user’s projects;
(d) to pack user’s scenarios into a single file, to create scenarios for the purposes of determining of interaction between such users’ scenarios and an external database;
(e) to add, edit and delete of the Client’s Devices, which are performing scenarios by means of the “DISPL Player”;
(f) to monitor and analyze of the connections’ states to the Client’s Devices, which are performing scenarios by means of the “DISPL Player”;
(g) to create schedules of execution and performing of users’ scenarios on the Client’s Devices, which are performing by means of the “DISPL Player”;
(h) to add and delete of the controllers, devices, which are used by the “DISPL Player” while performing of the user scenarios, in cooperation with the third parties.

3.1.2. Regarding the program “DISPL Manager”:
(a) to reproduce this software on the Client’s Device via browser in the Personal area;
(b) to create, edit and delete user’s content used by “DISPL Player”;
(c) to manage of user’s projects;
(d) to add, edit and delete of the Client’s Devices, which are performing scenarios by means of the “Displayforce Player”;
(e) to monitor and analyze of the connections’ states to the Client’s Devices, which are performing scenarios by means of the “DISPL Player”;
(f) to create schedules of execution and performing of users’ scenarios on the Client’s Devices, which are performing by means of the “DISPL Player”.

3.1.3. Regarding the “DISPL Player”:
(a) to install this software on the Client’s Device;
(b) to execute user’s scenarios which were created by “DISPL Designer” and (or) “DISPL Manager”;
(c) to interact with controllers and devices which using is prescribed by user’s scenarios created by means of the “DISPL Designer” and (or) “DISPL Manager”.

3.1.4. Regarding the “DISPL Server”:
(a) to install this software on the Client’s Device (on the Client’s environment);
(b) to use and to run the Software in accordance with its functional purpose for provision of the other Software components interaction.

3.2. Without prior written acceptance from the Right-holder, the Client will not (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service you provide to a third party; incorporate the Software into any Client`s products or services or resell the Software on a bundled or OEM basis (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products or use the SaaS to train, educate, or create Artificial Intelligence (AI), including ChatGPT or other AI Chatbots, use the SaaS in any AI Systems (e.g. traditional symbolic AI, Machine learning,  AI systems that can be used on a stand-alone basis or as a component of a product as well as hybrid systems or other AI techniques and approaches); (i) publicly disseminate information regarding the performance of the Software; or (j) encourage or assist any third party to do any of the foregoing.

Likewise, the Client has no right to burden the Software with any rights of any third parties in any other ways, including providing access to the Software to such party except where otherwise provided by paragraph 2.4. of the Agreement.

3.3. The Client shall have the right to use the Software only within the Territory. Using of the Software outside the Territory is prohibited.

3.4. The number of copies (installations) of the Software is defined by the Contract. The Client shall have no right to use more copies (installations) of the Software rather than it is prescribed in the Contract.

3.5. The maximum number of supported management connections between “DISPL Manager” and “DISPL Player” is defined by the Contract. The Client shall have no right to create and (or) use more management connections between mentioned parts of the Software, rather than it is prescribed in the Contract.

3.6. The Client may use the Software only during the term, defined in the Contract. The Client may not to use the Software after the ending of that term.

3.7. The Client shall be entitled during the term determined in the paragraph 3.6 of this Agreement to use, including to reproduce, store, modify, create, edit and run by means of the Software only licensed content (include, but not be limited to photos, text, any images, videos and audio recordings) for which the Client has all appropriate exclusive rights. In case of receiving claims (actions etc.) from any third party regarding the breaching of such third party exclusive rights as a result of the Client’s use of unlicensed content by means of the Software, the Right-holder has the right to terminate the Client’s access to the Software on SaaS model at any time and (or) to unilaterally terminate this Agreement and the Contract. The Client shall compensate to the Right-holder all losses and damages (including loss of profits) that the Right-holder has incurred due to breaching of the terms of this paragraph by the Client. All received under this Agreement and (or) the Contract money fund are non-refundable and shall rely on as the penalty for breaching of this Agreement by the Client. The Right-holder under no circumstances shall be responsible for any breach by the Client of any rights of third parties when using the Software. By uploading, reproducing or otherwise using of any content (include, but not be limited to photos, text, any images, videos and audio recordings) via the Software the Client confirms that it has all the required legal capacity to perform such actions, including the right to publicize and that such using does not and will not violate the rights or legitimate interests of the copyright holders and third parties. The use of nor licensed content via the Software shall be deemed a violation of this Agreement.

3.8. The Client shall be obligated not use the Software to exercise propaganda or outreach, inciting social, racial, national, or religious hatred and enmity, saber-rattling or social, racial, national, religious, or linguistic superiority, disseminate other information, prohibited from proliferation by the applicable legislation.

3.9. The Client shall not reproduce or otherwise use via the Software any restricted information (confidential information) of the third party unless the Client has sufficient authority for the information disclosure.

3.10. The Client shall not reproduce or otherwise use via the Software any content (include, but not be limited to photos, text, any images, videos and audio recordings) containing any materials that are offensive to any person, or may defame any person as well as materials that may contain threats, or incite violence, criminal violations, antisocial or immoral actions, materials of pornographic nature, or any other acts contradicting principles of public order and morals, materials of pornographic nature or any other materials which causes or may cause damage to the honor, dignity, and business reputation of a person or business reputation of an organization.

3.11. If the Client purchases the Software under the SaaS model license (Software as a Service), the server part of the Software is placed on the infrastructure of the Right-holder or of the other person at the Right-holder's choice in a place determined by it independently and the Client shall not be entitled to require the installation of the Software on its own infrastructure, except for the case of installing the Software on the Client's Devices in accordance with paragraph 3.1. Agreements. If the Client purchases the Software under On-Premises model license, the Software hosted entirely on the infrastructure of the Client in the place determined in the Contract, and the Client shall be solely responsible for the operation and performance of the Software installed on its own infrastructure.

3.12.​  In its use of the Software, the Client shall comply with all applicable laws, including without limitation Privacy Policy and DISPL Export Compliance Policy available at https://displ.com/export-compliance-policy. Company shall not permit any third party to access or use the licensed Software in, or export it to, a country subject to an EU embargo or/and restrictive measures, including the U.S. imposed restrictions.

4. PARTIES’ LIABILITY. LIMITATION OF LIABILITY. DATA PROTECTION

4.1. The Client acknowledges and agrees that no software, including the Software, is not free from software bugs, instability in work, it can interact in different ways with different operating systems, software, programs and (or) their components, hardware etc. The Right-holder shall be released from any kind of liability for any damages or losses caused by the above circumstances and does not accept or pay for any claims from the Client, its affiliates, contractors, business partners or any other persons regarding hereof.

4.2. Under no circumstances, the Software may be used in conjunction with other computer programs designed for non-commercial or personal use. The Client acknowledges and agrees that the Software when used in accordance with its functional purpose within the limits of the applicable law may interfere in the processes and (or) functionality (including in part of its limitations) of other computer programs installed on the Client's Devices, including suspending the receipt and (or) installation of these computer programs updates (additions) on the Internet. Any losses and damages of the Client arising as a result of the terms of this paragraph shall not be subject to compensation by the Right-holder.

4.3. The Right-holder guarantees proper efficiency of the Software as well as guarantee its normal interaction with the Devices only when it is used in accordance with the specifications and conditions recommended and provided by the Right-holder. Mentioned technical specifications are available in the Private area (on the Site).

4.4. The Client acknowledges and agrees that the Software is provided on an “as is” basis and the Right-holder is not obligated to provide to the Client any bug fixes, patches or new versions (builds)of the Software. Technical support and other support for the Software may be provided only by the Right-holder and (or) by the person, directly entitled by the Right-holder.

4.5. The Right-holder’s liability under this Agreement shall be under any circumstances and in any case limited to actual (real) damages and cannot exceed the amount of money fund actually paid by the Client under the Contract at the moment of arising of the right to claim from the Right-holder.

4.6. The Parties undertake to comply with the provisions of the relevant applicable data protection legislation and to any related or subsidiary legislation in so far as the applicable data protection legislation relates to the provisions and obligations of this Agreement.

4.7. The Right-holder agrees that personal information or data of the Client will be owned by, and is the exclusive property of Client. The Right-holder shall not, and shall not permit any person to, transfer or disclose any Client information to any other person: (a) without the prior written consent of Client, (b) unless required by applicable laws, rules or regulations or in accordance with the terms of this Agreement, or (c) at the specific request and with the specific consent of the Client.

4.8. The Right-holder shall use the Client information only in connection with its rights and obligations under the Agreement, and shall (i) hold it in strict confidence, (ii) use standard industry practices to keep it secure, and (iii) promptly notify Client of any security breach involving Client in formation and, if reasonably requested by Client, assist Client in taking any remedial action.

4.9. The Client acknowledges Right-holder’s privacy policy at https://displ.com/privacy-policy, and the Client recognizes and agrees that nothing in this Agreement restricts Right-holder’s right to alter such privacy policy.

4.10. Using Right - holder`s Software, in compliance with General Data Protection Regulation (https://eur-lex.europa.eu/eli/reg/2016/679/oj), the Client undertakes to place on its interactive screens, monitors, other advertising constructions that are equipped with a camera, information about video surveillance in the form and order recommended by the Right-holder, place warning signs at the entrance to the sales area.

5. APPLICABLE LAW AND SETTLEMENT OF DISPUTES

5.1. If you purchase оn Website as Online Products then, Section 14 of the Umbrella Terms shall apply with respect to applicable law and settlement of disputes.

Except as noted above:

In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Agreement.

If you are located in the United States, this Agreement will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) must be brought in state or federal court in San Francisco, California, unless both you and DISPL agree to some other location. You and DISPL both consent to venue and personal jurisdiction in San Francisco, California.

If you located in any other jurisdictions, this Agreement will be interpreted in accordance with the laws of the Republic of Cyprus.  Judicial proceedings must be brought in the courts of Cyprus, unless both you and DISPL agree to some other location. You and DISPL both consent to venue and personal jurisdiction in the Republic of Cyprus.

The Convention of the United Nations on Contracts for the International Sale of Goods dated April 11, 1980 shall not apply. If you are the customer located in the United States, please note that the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted.

Notwithstanding any other provision of this Agreement, DISPL reserves the right to seek injunctive relief or other equitable remedy in any court of competent jurisdiction to prevent or otherwise restrain a breach of this Agreement, including but not limited to, a violation of DISPL’s IP Rights or Client’s confidentiality obligations.

5.2. Legal capacity of the Parties, as well as legal capacity and competency of the Parties' representatives shall be determined according to the provisions of their national law determined on personal law of the Parties, representatives of the Parties.

6. FINAL PROVISIONS

6.1. This Agreement shall enter into force from the moment of its acceptance by the Client under terms provided herein and shall be legally binding and valid (i) until the moment of the Software was deleted from the Device (Devices) in case of the acquisition of Software on SaaS model or(ii) in case of the acquisition of Software on-Premises until the moment of the Software was deleted from the Device(Devices) and infrastructure of the Client or (iii) until the moment of termination of the Contract.

6.2. The Right-holder may at any time in its sole discretion to make any changes (amendments) to this Agreement, bringing such changes (amendments) to the Client by extension of this Agreement, included in the Software, and (or) by posting such changes (amendments) in the Personal area (on the Site at https://displ.com/legal/end-user-license-agreement). In case when the Client continued to use the Software after any changes (amendments) of this Agreement, that rely on by the Parties as full and unconditional acceptance of such changes (amendments) by the Client. In case of disagrees with such changes(amendments) the Client shall immediately delete the Software from the Devices and stop using the Software ever after. All received under the Agreement and (or) the Contract money fund are non-refundable.

6.3. The Right-holder may unilaterally withdraw from this Agreement at any time by notifying the Client in case of breaching by him of this Agreement and other mandatory rules posted in the Personal area or on the Site.

6.4. Since this Agreement does not prescribe otherwise, other rules published in the Personal area (on the Site) shall also apply to the Parties ‘relationships. The Client’s agreement with the terms of this Agreement shall mean its full and informed consent (acceptance) to the application of these rules.

6.5. For everything not provided in this Agreement, the Contract, as well as by other mandatory rules referred to in the paragraph 6.4 of this Agreement, the Parties shall be guided by the provisions of the applicable law.
6.6. This Agreement is made in English language.

Posted/Revised:

October 17,2023

Previous version  March 31, 2023