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Terms of service

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1. About these terms

These terms of service ("Terms") form an agreement between [Company legal name], registered at [Registered address] ("we", "us"), and the organization that signs up for CompleteVantage ("Customer", "you"). CompleteVantage is a hosted digital signage service: a web admin, a web player and an Android app used to show content on screens.

By creating an account, or by using the service on behalf of an organization, you confirm that you have authority to accept these Terms for that organization.

2. Accounts

  1. You must give accurate information when you sign up and keep it up to date.
  2. The person who creates the organization becomes its owner. Owners can add people as admins, editors or viewers.
  3. You are responsible for everyone you add to your organization, for keeping sign-in details confidential, and for all activity under your account.
  4. Tell us promptly at [Contact email] if you believe an account has been compromised.

3. Subscriptions and screens

  1. The service is sold as a subscription priced per screen. A screen is any device or browser paired with your organization.
  2. The number of billed screens follows the number of paired screens. When you pair or remove screens, the quantity on your subscription is updated, and charges or credits are applied as described at checkout.
  3. Plans, prices and screen limits are shown on our pricing page and in the Billing page of your account.
  4. We may limit or refuse pairing of new screens if your subscription is not active or you have reached your plan's screen limit.

4. Free trial

We may offer a free trial of [Trial length] days. At the end of the trial, the service continues only if you start a paid subscription. If you do not, we may suspend your screens and, after the period in section 11, delete your content. We may change or end trial offers at any time.

5. Fees and billing

  1. Payments are processed by Stripe, our payment provider. By subscribing, you also agree to Stripe's terms for the payment method you use. We do not store full card numbers.
  2. Fees are billed in advance for each billing period, in the currency shown at checkout, and are non-refundable except where the law requires otherwise or these Terms say so.
  3. Fees exclude taxes. You are responsible for applicable taxes other than taxes on our income.
  4. If a payment fails, we will tell you and may retry. If it remains unpaid after [Number] days, we may suspend the service under section 10.
  5. We may change prices with at least [Number] days' notice. Changes apply from your next billing period.
  6. Customers invoiced directly by us pay on the terms stated on the invoice.

6. Acceptable use

You must not use the service to:

  • show content on screens that is unlawful, defamatory, obscene, hateful, or that infringes anyone's intellectual property, privacy or publicity rights;
  • show content that is misleading in a way that could endanger people, for example false safety or evacuation information;
  • upload malware, or use the service to attack or probe other systems;
  • try to access other customers' data, or test the security of the service without our written permission (see our security page for how to report an issue);
  • resell or white-label the service without a separate written agreement with us;
  • place excessive load on the service, for example with automated requests beyond normal use of the admin and players.

You are responsible for the content your screens show, including content from web pages, feeds, video links and calendars you connect, and for having the rights to show it in the places where your screens are.

7. Your content

  1. You own your content. Media, layouts, playlists, schedules, calendar links and other material you add ("Customer Content") remain yours.
  2. You give us a limited licence to host, copy, convert (for example PDF and PowerPoint to images), transmit and display Customer Content only as needed to provide and support the service.
  3. For personal data in Customer Content and in data about your screens, you are the controller and we are your processor. Our Data processing agreement applies and forms part of these Terms.
  4. We may remove content or disable a screen if we reasonably believe it breaks section 6, and we will tell you when we do unless the law prevents it.

8. Our service and intellectual property

We own the service, including the software, the player, the Android app, templates and documentation. Apart from the rights set out in these Terms, nothing gives you ownership of them. If you send us feedback, we may use it without obligation to you.

Built-in templates may be used on your screens while you have an account. Fonts bundled with the player are provided under their own open licences.

9. Availability and support

  1. We aim to keep the service available at all times, but we do not guarantee uninterrupted availability. Planned maintenance will be announced where practical.
  2. Screens are designed to keep playing cached content when the service or the internet connection is unavailable, but features that need a live connection (for example live web pages, video streams, weather and feeds) may stop working.
  3. Support is provided by email at [Support email] during [Support hours].
  4. [Service level commitment, if any, to be decided.]

10. Suspension

We may suspend access to all or part of the service, with notice where practical, if:

  • fees are overdue as described in section 5;
  • you breach section 6, or your use creates a security risk for the service or other customers;
  • we are required to do so by law.

We will restore access once the reason for suspension is resolved.

11. Term, termination and data export

  1. These Terms apply from sign-up until your subscription ends or is terminated.
  2. You can cancel at any time from the Billing page. Cancellation takes effect at the end of the current billing period.
  3. Either party may terminate for material breach that is not fixed within [30] days of written notice.
  4. Before your account ends, you can export proof-of-play reports as CSV. On request to [Contact email] within [30] days after termination, we will provide a copy of your uploaded media and help you retrieve other Customer Content.
  5. After that period we will delete Customer Content from the live service. Copies in backups are deleted as backups expire, within [Backup retention period].
  6. Sections 7, 8, 12, 13, 14 and 16 survive termination.

12. Warranties and disclaimer

We will provide the service with reasonable skill and care. Except as stated in these Terms, the service is provided "as is" and "as available", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the extent the law allows.

We do not warrant that any particular device, TV or browser will be compatible with the service. Test your hardware before relying on it.

Note: CompleteVantage is not designed or certified as a life-safety or emergency notification system. Do not rely on it as your only means of warning people of danger.

13. Limitation of liability

  1. Neither party is liable for indirect or consequential loss, or for loss of profits, revenue, goodwill or data, arising from these Terms.
  2. Each party's total liability under these Terms in any 12-month period is limited to the fees paid or payable by you to us in that period.
  3. Nothing in these Terms limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or for fraud.
  4. [Carve-outs, for example for your payment obligations and indemnity, to be reviewed by counsel.]

14. Indemnity

You will defend and indemnify us against third-party claims arising from Customer Content or from your use of the service in breach of section 6, and pay resulting damages and reasonable costs finally awarded or agreed in settlement. We will tell you promptly about any such claim and let you control its defence.

15. Changes to these Terms

We may update these Terms. We will give at least [30] days' notice of material changes by email to organization owners or in the admin. If you do not agree, you may cancel before the change takes effect. Continued use after that date means you accept the updated Terms.

16. Governing law and general terms

  1. These Terms are governed by the laws of [Governing law jurisdiction], and the courts of [Courts jurisdiction] have exclusive jurisdiction.
  2. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of the business.
  3. Neither party is liable for delays caused by events beyond its reasonable control.
  4. If any provision is found unenforceable, the rest remains in effect.
  5. These Terms, with the Data processing agreement and any order form, are the entire agreement between the parties about the service.
  6. Notices to us go to [Contact email] and [Registered address].

Questions about these Terms: [Contact email].