Digi-VUE Advertising Membership Agreement
Digital Signage: Up to 30% of the content display time will display content marketing for the client’s business. Content materials and asset files shall be provided by the client to Digi-VUE Advertising Inc. within seven (7) days upon signing this contract or the client may not have content ready to air by the time the digital signage hardware is scheduled for installation at their place of business. Content materials and asset files will be used to design and create client’s graphic design display within 30 days. All content is maintained and owned by Digi-VUE Advertising Inc. Up to 70% of digital signage content space will be a variety of content and advertising generated by Digi-VUE Advertising Inc.
Social Powered Wi-Fi Access Point: Installation of Wi-Fi advertising hub, allows customer retargeting campaigns and banner advertising across the Digi-VUE Advertising Wi-Fi Ad Network.
Online Media Advertising: Digi-VUE Advertising will place your banner ads and media assets across various online website listings and directories controlled and managed by Digi-VUE Advertising inc.
Set-up Fee: The set-up fee is billed only in the first year of your membership to cover the initial cost of the design and set-up of your digital signage display, Wi-Fi access point and online media assets. If you need additional monthly updates additional yearly maintenance agreements are available and are outlined in our monthly maintenance agreement packages.
Monthly Membership Fees: Monthly membership fees are priced based on the level of membership benefits assigned in your monthly maintenance agreement. Basic membership benefits include limited hardware and software maintenance limits are determined by Digi-VUE Advertising Inc. to maintain the network to meet or exceed industry standards.
Hardware Maintenance: Various hardware maintenance will include over the phone or limited on site digital signage maintenance of your digital signage display, camera, digital signage media player, Wi-Fi Data Router Box connectors and cables. The Digi-VUE Advertising Inc. media player has a 100% warranty replacement at no additional cost to members. It is the responsibility of the client to supply and replace any digital signage display or router hardware in 30 days of notice of replacement if in the event of hardware breaks or cannot be turned on for any reason by Digi-VUE Advertising Inc. maintenance technician. Client or their staff is required to sign off on every maintenance visit by Digi-VUE Advertising technicians. Client is required to have a Wi-Fi ready router with one to two Ethernet ports available for Digi-VUE Advertising connect media player and Wi-Fi access point.
Software Maintenance: Various software maintenance will include over the phone and access to our ticket support software maintenance program. Digi-VUE Advertising Inc. will provide the most recent and up to date digital signage software firmware with limited graphic and applications maintenance to keep your signage up to date. Graphic design is limited based on the membership package you are contracted to. Any and all digital signage widgets and applications may be removed at any time by the software team which may limit or remove access to said applications for any reason and indefinitely. Removal or limitations of any software applications does not void this agreement.
Digital Signage: As a member of the Digi-VUE Advertising Network you will receive a minimum of one (1) 15 second advertisement, static or video (audio not guaranteed) per month on up to three city territories and a minimum of 25 locations (depending on the membership package selected.) You are able to update your advertisement as often as once per month on the basic membership. If you would like more screens or additional territories an upgraded membership plan is required.
Wi-Fi Digital Ad Network: Place advertisements on various Wi-Fi ad networks. Limited banner advertising non-clickable ad space.
Time Limit: All requirements must be available and installed inside business premise within 30 to 60 days.
Digital Display Unit: The client must provide any of the following: television, monitor, projection imaging, commercial-grade display units, and any other display unit that:
Mount: The client must mount and secure the digital display unit with an ultra-flush wall mount and safely secured.
Electrical Output: Electrical Output must be located behind the display unit. Digi-VUE Advertising requires that electrical output assigned for the digital display along with the cords will be hidden to the view. Use of extension cord/s is/are not allowed.
Electricity: The client is responsible for the working electricity and electrical consumption costs of the signage.
Wi-Fi Internet: The client must have a Wi-Fi internet connection that is reliable and dedicated to the business. Outside internet connection or shared internet connection is not advisable and Digi-VUE Advertising has the right to demand another internet connection if necessary.
Commitment Term. Digi-VUE Advertising requires 48 MONTHS commitment starting on the dated signature on this document. On the 49th month, the contract automatically renews if the client did not present a written cancellation notice 60 days prior to expiration of the initial agreement. (i.e. 46th month). Members will automatically renew under the same terms of the previous agreement.
Cancellation of Membership. The client has the right to cancel or terminate the commitment term within 60 days from the date of this signed agreement without penalty, a written notice is required. If the client decides to cancel after 60 days from the date of this signed agreement, the client is subject to a cancellation fee of $ 500.00 USD. A written notice is required to cancel and should be addressed to Digi-VUE Advertising Inc. The check and written notice must be sent via certified mail to Digi-VUE Advertising Headquarters located at 1007 West Ave M-14 Suite D, Palmdale, CA 93551. This written request must be postmarked within 60 days after the date of the signature of this agreement. The client is responsible for timely delivery of the cancellation notice with the check. Digi-VUE Advertising is not liable for any mishandling of the notice as well as the check. In the event that the client fails to secure delivery of the notice and the check prior to the billing date, the client will be charged and must pay the monthly fee for that period. Once cancellation notice and check is received, all services, promotions, and advertisements are subject to immediate removal.
Termination of Membership. Digi-VUE Advertising Inc. has the right to terminate the membership of the clients for any reason or no reason at all. To avoid interruption or termination of your membership, please be vigilant in reporting hardware and software glitches you may see or hear about. If your display is off during your normal business hours contact us directly by phone at 661.492.4234 or email at Admin@DigiVUEAdvertising.com. In the event that Digi-VUE Advertising terminates the contract, the client is obliged to pay any amount owed plus total balance amount of the $500 Cancellation penalty as referred to above. The client is given 60 days to pay their total payment due. After 60 days, this amount will be transferred to a collection agency.
Collection. A client with active balance for 60 days after payment due date, the amount due will be forwarded to a collection agency. Any fees applied due to this process will be the responsibility of the client. Failure of the client to comply with this requirement stated above, at the option of Digi-VUE Advertising Inc., is considered a breach of this Agreement and Digi-VUE Advertising Inc. has the right to subject the client with cancellation penalty as discussed above in Section (cancellation of membership).
(“Client”) I hereby agree that the provision of Digi-VUE Advertising Equipment will be governed by Digi-VUE Advertising (“Company”) and this Agreement, upon the request of the client, Digi-VUE Advertising shall install, maintain, repair, replace, or remove if reason to do so is valid and necessary. Digi-VUE Advertising services are given in accordance with the following terms and conditions:
Client shall allow installation of Digi-VUE Advertising equipment, including but not limited to Computer hardware, software, digital signs, wires, connectors, cabling and a mounted camera.
Client shall be responsible for the installation and maintenance of all existing wiring and equipment hardware on client’s side at the point of interconnection with Digi-VUE Advertising digital sign network equipment.
All Digi-VUE Advertising hardware, Software, and data are the property of Digi-VUE Advertising and should not be tampered with unless under the normal operating procedure to operate digital signage during business hours of operation. With the direct authorization by Digi-VUE management any maintenance, repair, replacements, or removal shall be completed only by Digi-VUE Advertising or Digi-VUE Advertising’s authorized representatives. Signs must be turned on daily, during business hours of operation. If signs are not in operation during business hours in excess of three (3) times. All in a three (3) month period, a technician will be dispatched to the business location to address the issue. If the sign(s) is off due to negligence, the dispatch expense will be charged back to the noncompliant business. If there is a total of five (5) dispatched technician visits within a one (1) year period; membership will be up for review, and cancellation of membership is at the discretion of Digi-VUE management. Clients shall not turn off digital signage media during any normal business hours of operation.
Digi-VUE Advertising shall charge and the client shall pay (i) any and all installation charges set forth in Digi-VUE Advertising agreement or (ii) penalty fees incurred during the duration of membership with Digi-VUE Advertising.
Digi-VUE Advertising shall normally complete installation or removal of such equipment within thirty (45) days from the date requested unless otherwise stated on installation contract. Normal installation times may be impacted by equipment availability or if the client is no longer a member of Digi-VUE Advertising network or using Digi-VUE services.
Neglect or tampering with the property is subject to a minimum of $500.00 service and repair and/or replacement penalty and up to the entire cost of Digi-VUE Advertising property.
The contract is only void with specific written notice that the place of business under contract is no longer in operation or business is sold to another entity, and a 30 day written notice is required. Providing the client requests to transfer of said contract, specific written notice is required. A breach of contract on the client’s behalf will result in a $500 service removal penalty.
Digi-VUE Advertising shall have the right to interrupt or cancel the Digi-VUE Advertising Network service under any circumstance and for any reason or no reason at all.
This Agreement may be amended, revised, or otherwise changed only by an appropriate order of an Applicable Legal Authority.
All requests for Digi-VUE Advertising such as but not limited to maintenance and art changes shall be in writing and must include the following information provided to this email. email@example.com.
All communications necessary in the administration and execution of this Agreement may be effectuated by contacting Digi-VUE Advertising and client at the addresses and telephone numbers set forth in this contract.
This Agreement shall commence upon the date of execution by both Parties (the” Effective Date”) and shall terminate (a) upon mutual agreement of the Parties, or (b) written notification by client to Digi-VUE Advertising that it requests to terminate this Agreement and must follow applicable termination/cancelation process; or (c) upon the effective date of a new agreement between the Parties.
Termination of this Agreement, for any reason, shall not relieve Digi-VUE Advertising or client of any obligation accrued or accruing prior to such termination.
Social media widgets are under the control of Digi-VUE Advertising all data on these feeds must be user-friendly without any adult, sexual, drug, alcohol or any other offensive material. If the material is found to be present immediate termination of your services will be halted effective immediately until further notice and if services are canceled client will still be held responsible for paying an obligation of said agreement.
Digi-VUE Advertising mini PC controller is the property of Digi-VUE Advertising and must be returned to Digi-VUE Advertising after the cancellation of this agreement. Failure to return hardware in 60 days will result in a $295 penalty due.
Additional Services: It is required the member of the network keeps up to date content on the digital signage network - Digi-VUE Advertising requires new content to be displayed across the Digi-VUE Advertising Network no less than six updates per year. Additional charges will apply for content creation.
Inspection and Installation Steps:
Mounts: Flush Wall Mount Preferred. AUX wall mounts approved.Bolts: Must be secure to studs or use Toggle Bolts for Dry Wall Mount. Mounts + Bolts Must Withstand 50 LBS of Downward Force.Additional terms may apply for safety and convenience to maintenance.Do not to mount above doorways.
Technical Account Manager performs inspection for the mounted Digital TV for accessibility.Verify the Digital TV is clear of obstructions or clutter limits the service of hardware and software.Verify the Digital TV mounts by carefully checking for loose mounting screws/bolts in the wall. Verify the Digital TV provides a clear view for others in the business to see the Membership Ads.Verify the power source is clear of obstructions and accessible for connecting the hardware.Verify the WiFi is available and connect with a WiFi enabled phone to test signal.Verify the WiFi network name and password?Installation Checklist:Technical Account Manager follows up with Account Manager that inspection did PASSSales Account manager would confirm inspection and did PASS with business ownerIf FAIL, Account Manager communicates to business owner why and what action to take to PASSIf PASS, Account Manager communicates to business owner a DATE to install and configure hardwareTechnical Account Manager confirms date for installation and communicates completion.Sales Account Manager follows up with business owner for installation and working digital sign.
DISPLAY FOR ADVERTISEMENTS
All advertisement is subject to our prior approval. We have the right in our sole and absolute discretion to reject or cancel any advertisements at any time for any reason. In the event we cancel an advertisement not in connection with a breach of this Agreement by Advertiser then Advertiser shall be responsible for advertising fees through such cancellation. Digi-VUE Advertising is not responsible for errors or omissions in any advertising materials provided by Advertiser or its agency. Unless otherwise agreed by DVA and Advertiser in writing, DVA shall have the right to insert the advertising in various areas of the Sites in DVA's sole discretion. You grant DVA a limited license to store, transmit, reproduce, distribute and display your advertisements to the extent necessary for DVA to provide the Advertising Services to you.
All advertising accepted on a credit basis must be prepaid. Credit terms applicable to any Advertiser or its agency are solely within our discretion and may be changed or discontinued by us at any time. In the event that Advertiser fails to make payment as and when due, we may immediately cancel all orders for advertising. We reserve the right to hold Advertiser and its advertising agency jointly and severally liable for such monies as are due and payable to us. Our advertising rates are subject to change without notice. Special clauses and insertion orders or contracts are not accepted if relating to our legal liability. In the event Digi-VUE Advertising does not receive payment or Advertiser or its agency otherwise breach the terms of this Agreement, Advertiser and/or its agency shall pay all of DVA costs and expenses in connection with enforcement and/or collection proceedings including attorneys’ fees. Advertising fees are non-refundable unless the advertisement is cancelled prior to the commencement of the advertising campaign, which is defined as the moment the advertisement is first published on the Internet. Advertiser and its agency agree to pay any federal, state or local tax or other charges which may be imposed on any of their advertisements, or any products or services offered, sold, or licensed through the advertisements or the Advertiser’s website, in addition to fees charged by us.
Sometimes we offer advertising promotions under the following terms:
The entire content and materials contained within the Sites (the “Content”), including, but not limited to, audio, video, images, text, user interface, scores, logos, the selection and arrangement of the Sites and other intellectual property (the “Content”) are owned by or licensed to DVA to the fullest extent under the copyright laws of the United States and other countries. Images of people or places displayed on the Sites are either the property of, or used with permission by DVA. You may not reproduce, republish, transmit, upload, distribute, copy or publicly display any of the Content without our prior written consent. We neither warrant nor represent that your use of materials displayed on the Sites will not infringe rights of third parties not owned by or affiliated with DVA. We may redesign the Sites or media platforms in our sole discretion at any time.
DigiVUEAdvertising.com, and Digi-VUE Advertising LLC. All other trademarks, logos and service marks (those of DVA and third parties, collectively, the “Trademarks”) appearing on the Sites are Trademarks of their respective owners, whether or not appearing in large print or with a trademark symbol. Nothing contained on the Sites or this Agreement should be construed as granting you any license or right to use any Trademark displayed on the Sites without the written permission of its respective owner. Your use of the Trademarks displayed on the Sites, or any other content on the Sites, except as provided in this Agreement, is strictly prohibited.
COMPLIANCE WITH LAWS/REGULATIONS
All advertisements are accepted and made available on the Sites upon your warranty that you are authorized to make available on the Sites the entire contents and subject matter of the advertisement and that such advertisement will not violate any law or infringe upon any right of any party. You are required to comply with all applicable laws and regulations in connection with your use of the Sites and your advertising on the Sites (including without limitation, laws relating to user privacy and the gathering, storage and usage of personally identifiable information collected from end users of the advertisements) and such further limitations as may be set forth in any written or on-screen notice from us. By using the any of the Sites or advertising on any of the Sites, you represent and warrant that you will not use the Sites for any purpose that is either unlawful or prohibited by this Agreement. If Advertiser or its agency becomes aware of a suspected or actual breach of security or unauthorized access affecting personally identifiable information, Advertiser or its agency will notify DVA as soon as possible and take all action necessary and required to address the breach.
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY LAW, DVA DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, ASSOCIATED WITH ADVERTISING AND RELATED SERVICES PROVIDED ON THE SITES, ADVERTISER’S USE OF OR PARTICIPATION IN THE ADVERTISEMENT SERVICES, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION: (A) EXPRESS OR IMPLIED WARRANTIES; (B) WARRANTIES ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE; (C) WARRANTIES OF UNINTERRUPTED OPERATION WITHOUT ERROR; (D) IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES; AND (E) EXPRESS OR IMPLIED WARRANTIES RELATING TO THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY AND/OR PERFORMANCE OF THE ADVERTISING SERVICES. ADVERTISING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. WITHOUT LIMITING THE FOREGOING, DVA DOES NOT GUARANTEE ANY GIVEN LEVEL OF CIRCULATION, DISTRIBUTION, NUMBER OF IMPRESSIONS, AMOUNT OF CLICKS, REACH OR READERSHIP FOR ANY ADVERTISEMENT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL DVA BE LIABLE FOR ANY ACT OR OMISSION, OR ANY EVENT DIRECTLY OR INDIRECTLY RESULTING FROM ANY ACT OR OMISSION OF ADVERTISER OR ANY THIRD PARTIES (IF ANY). IN NO EVENT SHALL DVA BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF DVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. AGGREGATE LIABILITY TO ADVERTISER AND ITS AGENCY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE LESSER OF (A) THE AMOUNT PAID TO DVA BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM AND (B) $100. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
In consideration of the placement of advertisements on one or more of the Sites, Advertiser and its agency, if any, shall jointly and severally indemnify, hold harmless and, at DVA’s sole and exclusive discretion, defend, DVA, and its subsidiaries, affiliates, owners, directors, officers, agents, and employees, (“Indemnified Person(s)”) at all times from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Advertiser’s advertisements on the Site(s), your website(s) and links to your website(s), and your breach of any term or condition of this Agreement. The indemnifying party may not agree to any settlement that imposes any obligation or liability on an indemnified entity without that entity/party’s prior express written consent.
The financial and other terms of the Advertising Services provided hereunder are confidential and shall not be disclosed by Advertiser or its agency to any third party.
CHOICE OF LAW AND FORUM
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. You expressly consent and agree to submit to the exclusive jurisdiction and venue of the United States District Court, District of California or, for matters not susceptible of adjudication in the federal courts, the courts of the State of California located in Los Angeles County, in all disputes arising out of or relating to the use of the Sites and/or media platforms, the Advertising Services or this Agreement.
SEVERABILITY AND INTEGRATION
This Agreement constitutes the entire agreement between you and us and governs your use of the Advertising Services, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. This agreement may be modified only by our posting on the Sites changes to this Agreement, or by a subsequent writing signed by us.
Our failure to enforce any provision(s) of this Agreement or to respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Advertising Services. Nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Advertising Services or information provided to or gathered by us with respect to such use. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Advertiser and agency may not resell, assign or transfer any of Advertiser’s rights hereunder.
We reserve the right, in our sole discretion, to terminate this Agreement and your access to all or part of the Sites and/or Advertising Services, with or without notice and with or without cause. The provisions of this Agreement will survive the termination of your access to the Sites and Advertising Services.
At our option, we may give notices to users of the Advertising Services by posting a message on the Sites, by electronic or conventional mail or by any other means by which users obtain actual knowledge thereof. Any notices you give to us must be by electronic or conventional mail. Any notices you send to us by electronic mail must be sent to admin@DigiVUEAdvertising.com . Notices to us by conventional mail must be sent to: Digi-VUE Advertising Inc. 1007 West Ave. M14#D Palmdale Ca. 93551. Any notice by you to us will not change the terms of this Agreement unless the change is expressly accepted in writing by one of our authorized officers.
November 28, 2023
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Signed by Joshua Ginsberg
Signed On: November 17, 2021
If you have questions about the contents of this document, you can email the document owner.
Document Name: Digi-VUE Advertising Membership Agreement
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