End-User License Agreement (EULA)
(For use with WAND Resellers)
By installing, copying, or otherwise using the Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy, or use the Product.
- License Grant. The Licensor grants you a limited, non-exclusive, non-transferable, revocable license to use the Product for the term of any agreement between you and a reseller of the Product. You may use the Product only for the purpose of displaying information on a digital menu board or digital information equipment in the United States. You may not use the Product for any other purpose, or in any manner that is not authorized by this EULA.
- Restrictions on Use. You may not:
2.1. modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Product, except as expressly permitted by applicable law;
2.2. rent, lease, lend, sell, sublicense, assign, distribute, or transfer the Product or any rights granted under this EULA, or allow any third party to access or use the Product;
2.3. remove, alter, or obscure any proprietary notices, labels, or marks on the Product or any copies thereof;
2.4. use the Product in any way that violates any applicable laws, regulations, or codes of conduct, or infringes any intellectual property rights or other rights of any third party;
2.5. use the Product to display any content that is unlawful, harmful, abusive, harassing, defamatory, obscene, pornographic, hateful, racist, or otherwise objectionable or inappropriate, as determined by the Licensor in its sole discretion;
2.6. use the Product to transmit any viruses, worms, trojan horses, or other malicious or harmful code or software; or
2.7. use the Product to interfere with or disrupt the operation of any network, system, or service, or to gain unauthorized access to any data, information, or device; or use the Product in any way that damages, impairs, or degrades the performance, availability, or quality of the Product or any other products or services provided by the Licensor.
- Content Ownership and Responsibility. You retain all ownership, title, and interest in and to the content that you provide or display on the Product, subject to the terms and conditions of this EULA or any additional written agreements between you and Licensor. You are solely responsible for the content that you provide or display on the Product, and for ensuring that such content complies with all applicable laws, regulations, and codes of conduct, and does not infringe any intellectual property rights or other rights of any third party. You grant the Licensor a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, and sublicensable license to use, reproduce, modify, adapt, publish, distribute, display, and perform the content that you provide or display on the Product, for the purpose of providing, maintaining, and improving the Product and the Licensor’s products and services. You also grant the Licensor the right to use your name, logo, and trademarks in connection with the Product and the Licensor’s products and services. You represent and warrant that you have the necessary rights and authority to grant the Licensor these licenses and rights, and that the Licensor’s use of the content will not violate any laws, regulations, or codes of conduct, or infringe any intellectual property rights or other rights of any third party.
- Service Level Agreement, Installation, and Additional Services. By using the Product, you acknowledge and accept Licensor’s then-current Service Level Agreement as set out at https://wanddigital.com/sla/. If Licensor provides installation for the Product or additional services to you, Licensor’s applicable additional terms and conditions shall apply to the installation of the Product or additional services.
- Intellectual Property Rights. The Product and all related materials, including but not limited to software, firmware, documentation, images, graphics, logos, trademarks, and service marks, are the property of the Licensor, its licensors or suppliers, and are protected by applicable intellectual property laws. The Licensor reserves all rights not expressly granted to you under this EULA. You acknowledge and agree that you have no ownership, title, or interest in or to the Product or any related materials, except for the limited license granted under this EULA.
- Termination of License. This EULA and the license granted under it will terminate automatically and without notice if you fail to comply with any of the terms and conditions of this EULA or any other agreement between you and Licensor. Upon termination of this EULA, you must cease all use of the Product and return or destroy all copies of the Product and any related materials in your possession or control. The provisions of this EULA that by their nature should survive termination shall survive termination.
- You shall defend, indemnify and hold Licensor, its affiliates, and their respective present, former, and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively “Licensor Indemnities”) from and against any and all loss, claims, expenses, demands, liabilities, and debts, (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees), by or to all persons or entities without limitation, arising from or relating to: (i) your breach of this EULA; (ii) your violation of Licensor’s policies, confidentiality, or any applicable law or regulation; (iii) your misuse of the Product or any related equipment, or (iv) any allegation, claim or lawsuit asserted by a third party alleging Licensor’s use, access or display of any information or materials that you provide to Licensor infringes on any intellectual property or other right(s) of any third party.
- Warranty Disclaimer. EXCEPT AS SET OUT HEREIN, THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. THE LICENSOR DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, EXPECTATIONS, OR NEEDS, OR THAT THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.
- Equipment Warranty Disclaimer and LG Extended Care Options. Licensor does not warranty any equipment that may be sold to you in conjunction with the Products. To the extent allowed, Licensor shall pass through to its resellers any equipment warranty the Licensor receives from the supplier of the equipment, if any, and Licensor encourages its resellers to pass these warranties to you. If you discover a defect in material or workmanship in the equipment, you must promptly notify Licensor who will use commercially reasonable efforts to assist you in notifying the applicable manufacturer of the claim. UNLESS YOU PURCHASE AN EXTENDED SERVICE PLAN, LICENSOR MAKES NO INDEPENDENT WARRANTIES TO YOU REGARDING THE EQUIPMENT AND THE MANUFACTURER’S WARRANTY IS CUSTOMER’S SOLE AND EXCLUSIVE WARRANTY AND SUPERCEDES ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Extended care warranty service plans shall be governed by the terms and conditions of the warranty provider. For example, LG Extended Care, if purchased, shall be governed by its then-current terms and conditions, as set out at https://www.lg.com/us/business/commercial-display/ExtendedCare or otherwise.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, SUPPLIERS, AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR USE, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT OR CLAIMS OF THIRD PARITES, THIS EULA, OR ANY AGREEMENT BETWEEN YOU AND ANY RESELLER OF THE PRODUCT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN ANY CASE, THE LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION SHALL NOT EXCEED THE AMOUNT PAID TO LICENSOR FOR YOUR USE OF THE PRODUT FOR THE TWELVE (12) MONTHS PRECEDING THE DATE ONWHICH THE CLAIM AROSE. ANY CLAIM OF ANY KIND TO BE MADE AGAINST LICENSOR MUST BE BROUGHT WITHIN SIX (6) MONTHS OF THE DATE THE DAMAGE GIVING RISE TO THE CLAIM OCCURS.
- Data Loss. You are solely responsible for the proper backup of data and security of your Internet connections and third-party providers, the Product and all cloud hosted and/or on-premise data. You acknowledge the need to protect yourself by following industry standard security protocols, tests, practices and laws and including, but not limited to making copies of data on a regular basis and by confirming proper backups that allow you to revert to a previous copy, should that ever become necessary.
- PCI Compliance. You are solely responsible and liable for your network security and compliance with PCI standards and practices and personally identifiable information. You agree to indemnify, defend and hold harmless Licensor Indemnities in accordance with Article 8 for any and all damages arising from your interactions with third parties to maintain PCI Compliance.
- General Provisions. This EULA constitutes the entire agreement between you and the Licensor regarding the Product, and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written. This EULA may not be modified or amended except by a written instrument signed by both parties. This EULA shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles. Any disputes arising out of or relating to this EULA or the Product shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Hennepin County, Minnesota. If any provision of this EULA is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. The Licensor may assign its rights and obligations under this EULA to any third party without your consent. You may not assign your rights and obligations under this EULA to any third party without the prior written consent of the Licensor. This EULA shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
If you have any questions or comments about this EULA or the Product, please contact the Licensor at:
7575 Corporate Way, Eden Prairie, Minnesota 55344-2022