Terms and Conditions

  • General Usage Terms and Conditions
  • WPITCOM Signage Manager 3 Cloud (WPSM3C)
  • of WITCOM Sociedad Anomina,
  • San Lucas, Sacatepequez, Guatemala
  • Subject / General
    General overview

    These General Usage Terms and Conditions describe the conditions and available function in the WPITCOM Signage Manager 3 platform offered as an application service providing solution in the public internet, or, in some case installed in customers infrastructure to primarily and simplified described, to connect local devices, operated by a locally installed software component named WPICOM Signage Suite 3 (WPSM3) to the managing server called WPITCOM Signage MANAGER 3 (WPSM3), which the local devices need to contact by internet protocol.

    The following first few lines should basically explain, how WPSM3 and WPSS3, the user subscription and the components work together and how they depend on each other.

    As a matter of facts, the complete system mainly and at least consists of two parts, which are to be subscribed resp. licensed in different models separately from each other, as the number of required local devices always varies from customer to customer.

    For the WPSM3 Cloud Service, the first and most important subscription is the so call “user subscription”, which allows the user to log in to the WPSM3 Cloud Service on one workstation at a time. Parallel usage on multiple workstations at a time with the same user credentials is not allowed.

    Licenses / subscriptions to connect to local WPSM3 operated devices can be added with additional / separate individual cost at any time by using the function “Additional products and components”, which have to be subscribed separately.

    Additional functions and options may be offered, like paid content, monitoring or inventory management, where the user / user’s organisation may decide individually, of course, whether they need these additional offered functions.

    The intention of this agreement is simply to define the conditions and terms of a good, honest and hopefully satisfied relationship between us, the provider of the WPSM3 Cloud platform and you as our customer.

    In any case of questions, please feel invited to contact us at any time by email or by using our helpdesk contact function in WPSM3.

    Main definitions
    • WITCOM Sociedad Anomina (“WPITCOM“) provides a cloud based service to manage digital signage player devices, operated on basis of the software product WPITCOM Signage Suite 3 (“WPSS3”) by uploading media contents, defining playlists with this content, distribute the playlists to the devices of the customer, using WPSS3.
    • A subscribed customer will receive access to the cloud based platform WPITCOM Signage Manager 3 (“WPSM3”) based on the Application Service Providing (ASP; “WPITCOM Signage Manager 3 Cloud (WPSM3C)”) agreement.
    • This individual usage contract (“individual contract“) and General Business Terms and the conditions define the duties and requirements for both partners.
    • Using the WPSM3 Cloud solution is only permitted under these conditions herein described and format an integral part of an agreement between WPITCOM and the subscribed (“user / customer”).
    • Any additional terms or conditions, conflicting, deviating or supplementary do not apply, including all cases in which WPITCOM does not expressly object to them. Individual conditions or terms shall only be agreed in writing in order to be effective.
    • All offers and quotation submitted by WPITCOM are subject to change without notice and without obligation. The contract between the “subscriber / licensee” and WPITCOM is only established either through the completion of a (electronical) Purchase Order Form, if applicable, accompanied by a written order confirmation, or by WPITCOM commencing the provision of the services.
    • Information and presentations found on WPITCOM websites, in product or project descriptions, technical documentation, and other marketing material are not considered guarantees of a specific quality unless WPITCOM explicitly states so in writing.
    • WPITCOM is offering the WPSM3 Cloud Solution to business organizations for or self-employed professionals only. Private end-users are not allowed to use the WPSM3 Cloud Service. Sub-renting the WPSM3 Cloud Server or services is not allowed, unless explicitly agreed with WPITCOM S.A. in written agreement, prior to sub-renting any WPSM3 Cloud Server – in this case the sub-renting partner needs to ensure that the partner is complying with all necessary legal requirements in the country he is offering the service for sub-renting – additionally he has to comply with any eventually existing export-restrictions for these countries, WPITCOM will not be responsible for any violations of these restrictions
    • WPITCOM has the right to retain subcontractors. Customer may only object to the use of subcontractors for important reasons, in the EU – the data processing agreement is essential part and requirement of these terms and conditions and is included as Appendix 2 of this agreement (only EU customers).
  • Description of Services
    Additional requirements – local remote signage players with WPSS3

    The local / remote WPSS3 media players download the defined playlists, event lists, media files and other data to the local storage of the devices in order to present the defined playlists / promotional data. The user / customer is responsible to restrict the access to these devices, either over internet or locally in order to prevent misuse, by using accurate and secure firewalls or other commercial trustable solutions. WPITCOM is not responsible for any intrusion to the WPSS3 operated local / remote signage players.

    WPSS3 needs internet access to contact the WPSM3 server, either on public internet or, if installed as “OnPremise” Installation, where a customer operates his individual WPSM3 Server(s). Internet access can cause additional cost, which is not covered by WPITCOM.

    WPSS3 licenses are handled by an additional license agreement / usage term, which is an appendix to the WPSM3 Cloud Terms and conditions and are also offered as one time license purchase with or without additional maintenance / service agreement or as a monthly, quarterly or yearly subscription, to be paid in advance. The subscription covers manual or automatic updates for the software components included in the WPSS3 solution.

    WPITCOM may offer bundles including a defined number of user and device licenses in promotion campaigns.

    Based on different services and options available, the subscriber (“user / licensee”) may choose on or more services per electronic order on the WPSM3 Cloud platform or by written order, as offered by the WPSM3 Cloud, as follows:

    • Service of Signage Manager 3 Cloud

      The basic services of subscriptions WPSM3 (“user licenses”) consists of

      Device Management

      The available remote signage players (“devices”), operated by the separate WPSS3 software, which is sold or rented separately (as device licenses”) according to the separate license purchase or renting conditions, are listed and the subscriber (“user / licensee”) can view the actual status of the device, whether it is in operation or turned-off. A number of different options for the device management are available to manage these devices. The available options may vary, depending on the underlying operating system, the remote device is operated on. Some operating systems may have limited functions.

      Asset Management

      Licensed users (“subscribers / licensees”) are allowed to upload legal media content to the server in order to be used for their digital signage ad campaigns, consisting of different media types like videos, fonts, images and Adobe® PDF File contents. Media files might be manually or automatically be converted by the WPSM3 Cloud Service into a different format for optimized usage in terms of format or size for any media format. Adobe® PDF Files for instance are automatically converted in per-page JPEG image files for optimized performance.

      The user has to ensure that:

      • Intellectual property

        • All content uploaded by the user have to be intellectual property of him or his organisation, or
        • The subscriber (“user / licensee”) or his organisation holds the right to use the uploaded content for his organisation for the intended purpose
      • Content

        • The following content is absolutely prohibited:

          • Any illegal, offending, descrimating content
          • Any other violant content
          • Any sexual content
          • Any content where people are shown, where the user do not have the publication model rights or allowance
          • Any malware content, like trojans, viruses or other as legal or illegally classified harmful content or program code
    • Usage of content providers

      WPSM3 in some regions offers the possibility of using defined content providers in the area to upload media, as Pixabay or the WPITCOM Mediacloud Cloud Platform (“WPITMediaCloud”) integration, eventually additional providers are offered based on other regional availability.

      Only the user is liable for any infringements on third party proprietary rights. Customer shall indemnify and hold WPITCOM harmless from and against potential third party claims asserted in connection with contents used from the specific platform by the user.

      • Pixabay

        When entering the Pixabay content provider function, a detailed and frequently updated description of the usage terms of this function and the eventually resulting imported pictures or videos from this platform is displayed and must be explicitly acknowledged before entering the functions. Acknowledgement is explicitly logged in the WPSM3 databases as well as the uploads the subscriber (“user / licensee”) initiated. This data is recorded to protect WPITCOM only.

        The user must comply with the individual regulations and license terms with the specific content provider platform to import the offered media files in playlists. Please confirm with the regulations for these platforms.

        Availability of the Pixabay integration may not be available in all regions/countries.

      • WPITCOM Mediacloud

        The WPITMediaCloud is an additional content provider platform, which is used by WPITCOM to provide media content with or without relation to product / article data to the user.

        Two types of contents / media is offered on WPITMEDIACLOUD:

        Free content for WPSM3 users

        The WPITMEDIACLOUD contains a variety of free content to be used by the WPSM3 user to be imbedded in his promotional playlists. These contents shall not be modified, copied, sold or used in any way, except to be used inside the WPSM3 solution to create playlists played by the WPSS3 media players (“devices”). All other usage is not covered, and therefore illegal, by the license agreement herein.

        For free contents, marked explicit as “free” on the WPITMEDIACLOUD, WPITCOM grants the user a non-exclusive, limited-time content usage license for the purpose mentioned in the paragraph above only, any other use of the content is clearly prohibited, the content usage agreement automatically ends with the termination of the user subscription and shall not be used after the termination of the subscription in any way on any device.

        WPITCOM may discontinue or delete specific contents and eventually thereon derived material, used by subscribers in case of intellectual property complaints or issues regarding part or the entire content provided. WPITCOM is in these cases authorized to also remove the content which was subject to these property rights from the defined or already playing playlists of the subscriber (“user/licensee”). The user will be informed by email in case of these necessary deletions.

        The provision of content on the WPITMediaCloud does not create any legal claim to the provision of content.

        Paid content for WPSM3 users

        The WPITMediaCloud may contain content which needs to be purchase for a monthly, quarterly, year subscription or as one time license. The selection of the method of subscription or fee is decided by WPITCOM depending on the type of content.

        In the event that the paid content has to be removed from the platform for an important reason, WPITCOM will remove the content from the platform after informing the subscriber (“user/licensee”) in advance and will no longer charge the user any monthly, quarterly or annual fees. In the event of removal before the end of the customer’s paid booking period, the customer will automatically be refunded the part of the unfulfilled subscription period of the removed content using the same method as of the payment for their subscription, which will also permanently terminate the usage contract for the acquired rented content.

        Content purchased through a one-time payment is generally limited to a usage period of 36 months, even if this is not explicitly mentioned in the product description. For content that has to be removed from the platform and was purchased through a one-time payment for use, the user will be credited with the pro rata amount of the previous purchase price actually paid in advance for the usage period that cannot be fulfilled in such a case of necessary removal for an important reason.

        The maximum credit amount cannot exceed the usage/license fee actually paid – claims due to loss of service are not enforceable.

        Content from advfportakertising partners and producers

        WPITMEDIACLOUD may contain content from advertising partners and product manufacturers that is provided to the subscribers (“user / licensee”) of WPSM3 – free of charge for the purpose of promoting the products or services of the respective partners, which may also only be used to advertise the products/services included in this content and to promote sales as part of the use of WPSM3 and WPSS3.

        Any other use of the content provided is not permitted. The content provided can be used by the user to advertise/promote sales of the products at the POS/PDV; a claim against the respective brand partner who provided the content does not arise in any way and at any time as a result of the use for advertising. Any content usage right also automatically ends with a termination of a WPSM3 subscription.

    • Playlist Generation

      The playlist generation allows the user to create playlists, based on the uploaded content like videos, fonts, images or other allowed and supported media in sequences, to name and save the playlist for later usage in distribution.

      Additional components, described as “WWAP”s (WPITCOM Web Application Programs) can be purchased from the WPSM3 portfolio, based on the offered subscription or purchase methods for the add-on, of advanced function and options, enhancing the services for specific use cases like a ticker, weather widget or other features, or like pre-designed area-specific content channels (pre-defined playlists).

      The conditions, defined in “Paid content for WPSM3 users” do apply for these additional components.

      These additions are offered to the user in different models, like monthly, quarterly or year subscription, invoiced and paid in advance, or as an one time fee. The conditions might be varying for specific products offered.

      WPITCOM may decide to include specific WWAP for free or as “try-and-buy” offers in the WPSM3 base services at any time.

    • Grouping devices

      The WPSM3 Cloud service allows the subscriber to group devices displays (“WPSS3 player devices”) logically together as, so called groups.

      The group names can be used later on in “distribution of playlists” do be selected as destinations for the created playlists.

    • Distribution of playlists

      The WPSM3 Cloud service contains a function distribute the prior defined playlists to the WPSS3 (“devices”) over an internet / IP connection, established by the player (“device”) the server.

      Reasonable precautions have been included in the WPSM3 Cloud services gain an advanced possibility to restrict intrusion and hacking attempts. Nevertheless, current technology cannot guarantee a 100% security of any IT infrastructure or service at any time, as many components are involved in such complex service structures.

      The communication and download of the media content and playlists in based on the HTTPS protocol, which encrypts web traffic end-to-end.

      The communication between the WPSM3 cloud service and the initiating devices is also encrypted and additionally protected by a customizable token – where the subscribed may use precaution to change this predefined token, as in this case, all connected devices must be reconfigured manually for security reasons.

      The group names can be used later on in “distribution of playlists” do be selected as destinations for the created playlists.

      Please note: All media content defined and used in the playlists is actively downloaded and replicated to the local / remotely installed WPSS3 players (“devices”) prior to initiating the playlist at a given date and time and to play the playlist until the defined end-time is reached.

      Therefore, may the WPSS3 device may lose the internet connection and may not contact the WPSM3 server anymore, as it does under normal operating conditions on a constant basis, the content will normally continue to be presented constantly until the end date, originally defined in the distribution is reached.

      WPSS3 devices are, as mentioned above, no “streaming” devices for the content defined in format of images, fonts, videos in the respective playlists – WPSS3 devices cache the content for a defined time in the local device – if the content is not used in an (locally adjustable) period of time, the content is automatically purged from the devices memory to retain free space.

      A pause playlist can be defined by the subscriber for all managed WPSS3 players (“devices”) which is a “normal” playlist and will used by the players whenever they do not have an active valid playlist to be reproduced.

      WPSS3 Cloud supports the “WPITCOM Pakal Media Software Player” in two different license models, a) for 1 connected display device b) for up to 4 connected display devices on the same hardware device.

      To reduce necessary media content downloading from the WPSM3 Cloud Server, some media files might be shared for presentation on the different display devices if using a multi-screen license / subscription version.

      WPSS3 relies on and requires the possibility to actively contact the WPITCOM License Server (https://portal.wpitcom.com) to frequently check the license status of the locally installed WPSS3 license(s).

      In case of subscribed WPSS3 licenses the WPSS3 software will contact the license server to validate the eventually new license / subscription duration at the date of expiration of the currently ending subscription period – if no connection is able to be made, or the subscription has not been extended, a window might be display on the locally connected display(s) indicating that there is an active licensing issue to be taken care of before presenting and playlist content.

    • Inventory Management (optional)

      WPSM3 contains an optionally licensed function “Inventory Management”, which has to be purchased separately as subscription model, for centrally recording / saving the technical device data of the installed WPSS3 players in order to enable the data for an inventory of the installation based on this, especially for large installations. The technical data can be exported in CSV format and further processed using programs not included in the scope of delivery that allow the processing of CSV (comma-separated variable) files.

      This function requires that the WPITCOM Signage Suite-based player has a connection to WPSM3. The data is retrieved and saved on the server upon specific request from the user, or automatically, initiated by the additional “Monitoring & Service” module.

      Please refer to the video and document material, describing this function in the documentation area of the WPSM3 Cloud Server.

    • Monitoring & Service Management (optional)

      WPSM3 contains an optionally licensed function “Monitoring & Service Management”, which has to be purchased separately as subscription model, for centrally receiving technical problem messages of the locally installed WPSS3 devices / players.

      This function requires that the WPITCOM Signage Suite-based player has a constant connection to WPSM3.

      The local / remotely installed WPSS3 players (“device”) also include an optional component to report various technical details to the central WPSM3 Cloud server, like CPU temperature, CPU usage, RAM and storage usage, media player status, internal or external (DS18B20 1Wire®) sensor temperatures (up to 10 sensors) and additional metrics like panel temperature for supported high brightness screens). The local monitoring option must be purchased or subscribed individually and may require additional license components like monitoring temperature and other IoT functions offered for the local WPSS3 device software. Please refer to WPSS3 functions and options for more details prior to subscribing WPSM3 monitoring & service, please.

      If WPSM3 and WPS3 device(s) are correctly configured and licensed, upcoming problem message of the device(s) / player(s) are received in the WPSM3 solution and notified to the administrative user, defined by the customers organisation.

      The “Monitoring & Service” function allows to display the error message and handle the error message in order to take care of the problem, including transferring the error message as a ticket to internal or external partners.

      By defining an external service partner in the individual user’s “settings area” of ​​the WPSM3, WPITCOM is automatically authorized to forward ticket / problem data to the service partner commissioned by the subscriber (“user / licensee”) and his organization via the messaging interface defined in the specific service partner settings, with the necessary detailed data such as location, device type, IP, problem type and frequency and other specific data to allow the service partner to handle the transferred service case. The legal assessment/definition/confirmation by any subscriber (“user/licensee”) of the user/user organization is the sole responsibility of the user/user organization.

      Feedback from service partners via digital means:

      The user/user’s organization has the obligation to ensure that digital feedback via any response web services or imports eventually provided by WPITCOM for this purpose for receiving feedback for the transmitted tickets / service cases to the specifically defined service partner do not contain, promote or enable any potential security risks – for this purpose, the user/user organization must use appropriate security precautions.

      Please refer to the video and document material, describing this function in the documentation area of the WPSM3 Cloud Server.

    • SM3 Service-App (optional)

      The “WPSM3 Service App” is a separate mobile device application offered by WPITCOM for specific supported operating systems, as an optional license, which allows to add specific technical information of a locally installed device to the repository of the WPSM3 defined local device information to allow to optimize remote or on-site service under the previously subscribed/purchased user license(s) of the WPSM3 solution.

      For this purpose:

      • The GPS position of the installed local WPSM3 device.
      • Additional contact data such as last & first Name, Address, Contact hours, Mobile and Work Phone, Email can be defined for emergency or technical contact.
      • A description and photos of the installation with its components such as hardware player and display, can be uploaded to the existing device description in the WPSM3 as digital files and structured data.

      in order to optimize a later on-site service in advance. A QR code can be displayed on the WPSM3 server and can be downloaded to be printed and attached to the device locally to later on refer to the display only be scanning the attached QR to report any problem via a direct connection to the WPSM3 server.

      Reporting problems by using the “WPSM3 Service App” require prior subscription / purchase of the “WPSM3 Monitoring & Service” options, which is subscribed / purchased and licensed separately at additional cost.

      The service app requires internet access on the mobile device, which may generate additional costs. These costs are to be borne entirely by the user.

    • SM3 Mobile Ad Manager (optional)

      The “SM3 Mobile Ad Manager” is a separate mobile device application offered by WPITCOM for specific supported operating systems, as an optional subscription / license, which allows to add, delete or modify an actual playlist on a specific WPSS3 operated player directly using a supported mobile device, like mobile phones or tablets to simplify content changes.

      The “SM3 Mobile Ad Manager” allows the selection of the respective WPSS3 operated device by manually selecting it from the list of devices of the user / user organization, or by scanning a QR code (“see SM3 Service App”) pre-applied to the device by the customer or WPITCOM with a defined content of the unique identifier of the respective player.

      By displaying the current playlist to be played, the user is given the option of:

      • Taking photos and up to 15 seconds of videos (max 30MB at 1920 x 1080 True Colour Resolution) in compatible formats to upload to the user’s WPSM3 server instance. Compatible video formats are Webm VP9 and MP4.
      • Adding the uploaded content to the current playlist
      • Removing content from a current playlist
      • Scanning a product barcode for use with WPITMediaCloud content for specific products. The product can only be used if the product has already been made available in the WPITMediaCloud by the manufacturer partner.
      Content restrictions

      The uploaded contents must comply with the general content rules, defined in “Uploading” content. WPITCOM receives the right to eventually monitor the uploaded content for compliance with the content regulation either manually by WPITCOM personal, automated or based on modern AI image / video content / text interpretation technology by contracted third party or on its own WPITCOM servers. This allowance only serves to protect WPITCOM as well as the user / user organisation and other concurrent user’s eventually using the same server in a shared environment. As complying content identified, this content is not subject to further inspection.

      Community sharing program

      WPITCOM plans to establish a community benefit media sharing program, where users can participate to offer their own, self-made, images / photos or videos to other users also registered in the community that are also using WPSM3.

      In case WPITCOM will offer this “community media sharing program”, benefits for the providing user may be offered or applied, which may vary from country to country / state, depending on local legal restrictions. These benefits will be posted / offered for the WPSM3 users or email in our newsletters.

      The “SM3 Mobile Ad Manager” requires internet access on the mobile device, which may generate additional costs. These costs are to be borne entirely by the user.

  • Misusage of WPSM 3 Cloud Services

    Strictly prohibited is any attempt or execution to illegally enter, manipulate or change the WPSM3 Cloud services or server logic in any way. WPSM3 servers may be equipped with enhanced firewalls and intensive functions to monitor in- and outgoing data traffic (WAF).

    Any sustained suspicion or evidence of such illegal attempts or execution entitles WPITCOM to immediately block access and, in the event of danger, the IP address of the user and his organization in order to protect other users in order to reduce or neutralize a dangerous situation, especially in the case of shared servers.

    Furthermore, in the event of such legal violations, WPITCOM reserves the right to pass on user data to the authorities of the respective country, in accordance with the respective requirements and legislation of the user’s respective country, for further criminal prosecution.

  • Registration (Cloud based)

    The services of the WPSM3 cloud solution are intended exclusively for business / commercial customers / users; private customers cannot register on the platform.

    When registering, the full details of the user/user organization must be provided, including name, legal entity, full address, tax number (depending on the country) and payment method.

    In addition, the terms of use shown here are presented for confirmation by the user.

    The user also confirms that he is legally authorized to confirm these terms of use for himself as a user and his organization.

    After confirming the terms of use, presented herein, the payment method and details provided are checked.

    After successful verification and receipt of the order payment and confirmation (sent by email to the email address provided during registration), access to the WPSM3 platform is granted and an access email is sent to the same user/user organization’s email.

    The access data sent must be treated absolutely confidential and may not be forwarded to third parties or used by third parties.

    Registration with the WPSM3 is based on access data that can only be used by one registered user on one device at the same time. Parallel sign in of several people with the same credentials is not permitted and is technically prevented.

    Each user account is a separate subscription priced / subscribed individually.

    Intends an organisation to add additional users to the same WPSM3 Cloud Instance of the user / user’s organisation, the “Purchase 7 Subscribe additional user function” in the administration section of the company’s administrative user (normally the first who registered) must be used to join the additional user account to the same organisation.

    To assign one user account to more than one user organisation is not supported.

  • Duties of WPITCOM

    WPITCOM provides a share internet portal, named WPSM3 and will provide the platform, hosted by a contracted hosting company in specific territories.

    Support is offered during business hours of Central America (8:30am – 5pm) to standard users / subscribers of WPSM3 cloud solution.

    All communication is done by

    • Email to our support department, or
    • WPITCOM Service Request on the WPSM3 cloud, or
    • Eventually established chat services on the WPSM3 cloud solution

    The support times for cloud service users is defined as Central America (8:30am – 5pm) CET

    Extending SLA’s are available as optional and to be separately agreed services, which require to be purchased separately.

    Installation and configuration support is not part of the standard Service Level Agreement and can be purchased optional, if required.

    If purchasing one of our “All-In-One” WPITCOM Signage Players, which make use of preinstalled software – the operating system (Linux or Android) and the WPSS3 license / subscription, covered by a separate license agreement, is already pre-installed and prepared for “Plug&-Play” installation.

  • Use of WPSM3 Software
    • During the contractually booked term of the agreement, WPITCOM grants the customer access to one of its WPSM3 Cloud instances via public Internet access or other available and suitable data networks. The user is given the opportunity to log into the platform with the number of user accounts purchased and to use the defined services arrangement.
    • The user and his local / remote WPSS3 signage players connect to the WPSM3 platform via a suitable Internet access at his own expense. Ensuring the security of the data connection and the device through which the user logs on to the WPSM3 Cloud is the sole responsibility of the user / user’s organization in order to prevent any type of risk originating from malware or other non-legal installations on the workstation. Access to the platform is only granted by using the HTTPS – Secured Internet Protocol.
    • WPITCOM is obligated to maintain the cloud software during solution the term of the Agreement and, in particular, to ensure its operability and to rectify defects.
    • WPITCOM will automatically update functions and new developments depending on the customer purchase subscription selected / booked by the user. By updating the WPSM3 functions, WPITCOM ensures that the user has the possibility to always use the most recent version of the solution.
    • WPITCOM will inform the user / user’s organisation normally 30 days before mayor updates or changes in functions will be accurring, to support a smooth transition to changed or updated functions.
    • To ensure constant up-to-dateness, documentation, instructions and recommendations are only offered in the help section of the WPSM3 Cloud solution. The content is contained here in the form of texts, images and videos and thus represents the “application manual” in digital form.
    • The standard language of all documentation for WPSM3 is English. By using the now very powerful automated translation aid in leading Internet browsers, an ad hoc translation into the respective language of the user is easily possible, based on our own tests. Important explanatory videos on the function of the WPSM3 Cloud solution are offered in various languages ​​- the standard format for these videos is WEBM.
  • Data Storage
    • WPITCOM operates and maintains the portal presence of the WPSM3 with compatible hardware and software intended for this purpose, which stores the defined content such as device data, playlists and media content on local data storage devices. The amount of media content to be uploaded by the user is defined in their respective booking/service/subscription list of their subscribed service. Exceeding the agreed amount of data storage is only possible by upgrading the booked subscription to the appropriate level.
    • WPITCOM maintains and configures the hardware to the extent necessary to fulfill the contract and ensures that the hardware and servers have sufficient performance to meet the agreed technical requirements (e. g. access, sufficient bandwidth, storage capacity). In order to constantly optimize or correct up-to-date functions,
    • WPITCOM regularly carries out maintenance of the installed software or the operating system of the WPSM3 cloud servers. The user/the user’s organization will generally inform the user by email 14 days before significant updates of any possible service interruptions. WPITCOM can also install minor updates, which usually do not significantly affect operations, immediately if there are important reasons, but will try to ensure that the resulting disruption to data retrieval is kept to a minimum.
    • The user data, normally consisting of media data, text or additional components to create playlists, as well as monitoring or inventory data is stored in the WPSM3 Cloud Server.
    • WPITCOM will select appropriate methods to store the data in local databases / directories and establish software or hardware methods to minimize the risk of loss of data.
    • Especially the user’s payment data is stored either on the WPSM3 Cloud Server, but WPITCOM can also be stored on other WPITCOM servers, responsible for accounting processes.
    • WPITCOM may subcontract trusted payment processing partners.
  • Services and Service Level Agreement

    Should fault or system failure occur on the respective WPSM3 Cloud platform, or in any other case, WPITCOM Support is the contact point for all problems.

    All communication is done by

    • Email to our support department, or
    • WPITCOM Service Request on the WPSM3 cloud, or
    • Eventually established chat services on the WPSM3 cloud solution

    The support times for cloud service users is defined as Central America (8:30am – 5pm) CET

    Any problems reported will be handled in accordance with the definitions and procedures described in the various Service Level Agreements (SLAs) shown in the appendix, which also specify the respective response times for troubleshooting, downtime for maintenance work, backups and uploading new software versions, which may lead to an interruption of the Signage Manager 3 services.

  • Services Not Covered or included by the agreement
    • WPSM3 Cloud Solution is an internet application service only.

      For defined territories, partners – respectively our tech service company WPTECH Sociedad Anomina, may provide on-site service based on separate cost and contract – apart of WPSM3 subscriptions and terms. Availability is restricted to defined territories, which are listed on the WPSM3 Cloud Server service area.

    • For the cloud version of WPSM3, the following services are not provided within the subscriptions or anyway:
      • On-site service at Customer’s location,
      • Assistance with user problems based on operator errors, incorrect usage or other external influences that cannot be attributed to WPITCOM;
      • customizing and extensions of the software for cloud based version;
      • installation and configuration of any software on customer’s computers
      • instruction and training of personnel
      • error correction / problem analysis outside the regular business hours
      • data restoration and backup measures
      • hardware or operating system migration

      Additional individual service might be offer on the WPSS3 user / user organisations that can be booked and purchased aside of the booked subscriptions, based on WPITCOM’s service portfolio offered.

      Please note: Services for customers purchased an “OnPremise version” / installation of WPSM3, service offerings may vary, as we offer different SLA (Service Level Agreements) for Cloud operated and OnPremise installations (individual WPSM3 installation for customer organisations only)

    • Training Sessions

      Training sessions might be offered as additional offers on the WPSM3 platform aside the booked subscriptions with separate / additional cost. Please review the section “Additional services and products” on the WPSM3 Cloud based solution.

    • Content service

      Users / user organisation can benefit from an additional separate service offer named “Content Service”. WPITCOM specialist can design and deploy playlists and content for the defined locations / players of the user / customer.

      “Content service” is a separate service offer, which can be book in some regions, specified in the service offer for supported languages, normally supported languages as German, English and Spanish – depending on the user’s and the contract dimension, additional languages might be considered, if economically suitable.

    • Custom passive or interactive application development

      In some case user’s or user organisation require very specific function, often as individually designed custom WWAP (WPITCOM Web Application programs; which normally are driven by parameters and provide different function and service at the POS for end-customers like explaining products, present specific news, stock market tickers or other value adding services in the end customer communication.

      Besides the separately offered and licensed standard WPSM3 WWAP’s, WPITCOM offers the service of developing specific WWAP for the user / user organisation, based on individual requirements provided by the user / user organisation based on a WPITCOM quotation for the component to be developed.

    • Operational monitoring service (“OnDemand Monitoring”)

      WPITCOM offers a separately offered service / subscription to monitor the correct operation of the local / remote install WPSS3 based signage players with different Service-Level-Agreements to support customers, eventually if they do not have the internal personal to provide this service.

      WPITCOM “OnDemand Monitoring” requires prior subscription / purchase of monitoring for the installed WPSM3 and its setup of the functionality in the service and the devices.

      Availability and service conditions are defined in the separate terms and conditions description for WPITCOM OnDemand Monitoring Service and are not part of the standard subscriptions or license contracts.

  • Technical Pre-Requisites
    • User / user organisations are responsible for the connection of its computers and systems with the WPSM3 cloud / server and for the required technical devices at user’s location(s), whether locally or remotely at the installation site of the WPSS3 devices
    • The user / user’s organisation is the only responsible and advised to use appropriate data security precautions (e.g., anti-virus software, firewalls, etc), in particular, to prevent the transfer of virus(es) infected or other malware to the WPSM3 servers and WPSS3 player devices and to prevent any other malware attacks like phishing of credentials or payment data. All costs for these security preventions the costs for these devices and precautions as well as for the connection with the WPITCOM servers, are covered by the user / user’s organisation only.
    • In case of request or requirement for a remote support call, the user / user organisation will provide a propriate and secure method to remotely connect to the user’s device and provide the necessary credential information.

      Remote support sessions might be offered as a separately quoted and invoiced service offering, depending on the request of the user or the assumption that the reported issue is not a malfunction, rather a training or misusage caused issue.

      In case of this assumptions, WPITCOM will provide a recommendation / quotation / offer to evaluate the topic by a separately invoiced remote support session. The user / user’s organisation can limit the time to be used and invoiced to the user / user’s organisation for accurate planning and “risk”.

      Pricing for remote support sessions can be found also in the presentation of additional products and services on the WPSM3 Cloud Solution – for “OnPremise” installation, the assigned key account manager will answer any questions arising and provide pricing information.

    • WPITCOM offers access to WPSM3 over internet access. User’s / user organisations access the internet in various different ways – that are handled by different third organisation / companies / provided and cannot be influenced nor controlled, in terms of availability, bandwidth, service quality or other metrics, by WPITCOM or its partners.

      Resulting, the availability of the WPSM3 Cloud services depend also on third parties, as mentioned.

    • WPITCOM does not assume the obligation to keep WPSM3 Cloud available for retrieval without any interruption or fault. The responsibility of WPITCOM for data transmission ends at the gateway to the internet provided by the web site hoster, contracted by WPITCOM for Cloud Services version. For “OnPremise” Installation the also the responsibility for the server is in the hand of the individual customer, unless elsehow defined in an individual written SLA between the customer and WPITCOM.

      In cases or situations caused by exceptional circumstances prevail, for which WPITCOM is not responsible, WPITCOM is not obligated to fulfil the subscriptions or agreements, which may be caused by circumstances, including force majeure and other contingencies (e.g., operational disruptions, difficulties in the procurement of material, transport delays, strike, lock-out, short-age of labor, energy, or raw material, difficulties in obtaining the necessary official authorizations).

    • Additionally, WPITCOM will not be responsible for any damage or loss, caused by the user / user’s organisational failure or delay in cooperating / communication with WPITCOM and any time periods during which WPITCOM waits for prerequisite information, records, or Customer’s decisions.
  • Access Authorization
    • As defined and described in the registration description, WPITCOM grants the registering user/user organization (“User”) access authorization under the conditions described and assigns them a username, password and server URL.
    • User shall change their credentials (password) on first login to WPSM3 and afterwards frequently, password shall be complex and not easy to guess.

      In the user settings section, the user may change the username and password at any time.

    • Access data must be treated as strictly confidential and not passed on to third parties. In the event of a culpable breach of the defined and usual confidentiality obligations towards third parties in order to enable or facilitate access to WPSM3 Cloud / “OnPremise” or the devices managed by them, the user/user’s organization is liable for all damages and/or losses resulting from this breach.
    • The customer is responsible for the actions and omissions of its users as well as for its own actions and omissions and obliges its users to use WPSM3 Cloud in accordance with its contractual obligations. The customer must inform WPITCOM immediately in writing in case getting aware of any unauthorized use of WPSM3 or the local/remote WPSS3 Player managed by it.
    • As described before, user accounts grant access for one user simultaneously only, a concurrent use with the same credentials is not allowed or possible, in case of discovery that a user / user’s organisation violates this subscription / license agreement, WPITCOM is entitled to invoice the additional uses user sessions accordingly to the conditions defined for the “cloned” user for the period the “cloned” user accounts have be used.

      Please note: User access is logged for security reasons on WPSM3 Cloud servers and can only be accessed by qualified WPITCOM security personal, IP addresses are not recorded within WPSM3 Cloud or “OnPremise” solution, although, parallel logins from different workstation are detected automatically by program logic.

    • In case an organisation needs subscriptions / licenses for additional user accounts, the user / user’s organisation may purchase / subscribe the number of additional required user accounts in the section “Additional products and services”. In rare cases it might occur that the server’s hardware may not be sufficient or suitable for the total number of resulting user accounts or devices – in this case WPITCOM will suggest and recommend the user / user’s organisation to be moved to another, more suitable sized, server system, which will be performed by WPITCOM with any resulting cost for the user / user’s organisation – a change in the URL of the server may result.
    • WPITCOM reserves the right to investigate any suspected unauthorized use or breach of contract, to take the corresponding precautions and, if applicable, to suspend the access authorization of user / user’s organisation in case of a justified suspicion as described also in other parts of the agreement in detail.
    • WPITCOM offers independent add ons for WPSS3 users, which have also been described in previous section, which might be downloaded and installed either directly from WPSM3 Cloud Instances or other marketplaces like Google Play or Apple App Stores. These additional options and services have independent license agreements and service terms and conditions and will apply to these add-ons.
  • Rights to Use
    • The user is granted a non-exclusive and non-transferable right to use the subscribed / licensed WPSM3 basic functions, as described, under the individual agreement and the provisions set forth below during the term of the agreement in countries where no export limitations or restrictions to the used technology used by WPSM3 and WPSS3 exists at the time of subscription / licensing.
    • The user / user’s organisation is granted the foregoing right to enter, output, and edit playlists with own content on computer displays and or other WPSM3 operated digital display devices with are subscribed / licensed to the user.

      The separately licensed software product for the WPSS3 player may be installed on propriate legal and compatible devices only by the customer or purchased/subscribed for monthly/quarterly or year payment in advance.

      Software components which have been subscribed/rented must be removed completely in case of termination of the subscription from any computer devices, locally and remote.

    • As described in the agreement the user may upload the defined media content, or use free or purchased WPITMediaCloud content, to define playlists and distribute the content to the licensed WPSS3 local / remote signage players.

      The user may upload additional fonts to the system, which are then automatically downloaded the player devices by the WPSS3 software.

      It is only the responsibility of the user to make sure the user / user’s organisation has the right to use the uploaded fonts for the intended purpose. WPITCOM is not responsible at all, if a user uploads / uses any material not having the correct rights for the content.

    • Sub-Renting, leasing, time sharing arrangements, outsourcing or data center use or any other use of WPITCOM software other than the herein describe purpose, with or without invoicing or compensation, by or on behalf of third parties is prohibited, unless explicitly allow to the user / partner prior in written consent by WPITCOM.
    • Any copying, translation, disassemble, decompile, reverse engineering, or modifying the software or its components in any other manner, neither in whole nor in part, nor create derivative works hereof, is prohibited, unless permissible pursuant to mandatory statutory provisions.
    • Any copyright notices, trademarks, or other proprietary notices are not to be removed from WPITCOM products and services, to clearly indicate the intellectual property rights and origin to any third-party.

      The same applies to open-source components may be used in the WPSM3 systems, where in standard always a detailed description of the origin and copyright(s) of the individual component is included within the WPITCOM product descriptions and must be retained at any time, accordingly to the licenses terms of the individual component. For WPSS3 Linux, the list of referenced open-source components and packages can be reviewed at any time in the local configuration, as part of the license terms include in WPSM3 for Linux.

    • If there is reason to suspect unauthorized use of the WPITCOM software products, WPITCOM has the right to verify the use, suspend or terminate the access and, if cause exists, to terminate the agreement without prior notice.
  • Customer’s Responsibility
    • The user cooperates free of charge with WPITCOM to the extent required. The user’s cooperation is considered an essential contractual duty that shall be complied with in time, properly and fully.
    • In case of required user support, the user shall bear the negative impact and additional costs incurred due to a violation of its duty to cooperate with WPITCOM.
    • The user / user’s organisation represents that it is authorized for storage, usage, and distribution of any the information, content (especially images, fonts, videos, product data, logos and trademarks), and that it observes any statutory provisions, including, but not limited to data protection, copyrights, and trademark law.
    • The user is responsible for accuracy, completeness and lawfulness of the data presented to audience (for instance: product prices and product features, etc). The user has to ensure that all promotional data is compliant to the applicable law in his advertising regions.
    • Defects or faults in the WPSM3 or WPSS3 services must be reported / notified to WPITCOM immediately, as far as possible the report should include a description of the problem and eventually data to simulate the cause of the reported problem.
    • The user / user’s organisation shall defend, indemnify and hold WPITCOM harmless from and against any damage and/ or loss due to third party claims that are asserted based on an unlawful use of WPSM3 and/or WPSS3 by the user or that are related to unlawful usage, data protection, copyright, or other legal disputes in connection with the use of WPM3 and/or WPSS3 that were caused by the or user’s organisation.
  • Statutory Rights / Liability for Defects
    • According to the description about the available services and function described in (§2 of this agreement), WPITCOM warrants that WPSM3 will operate as described.
    • Any liability of WPITCOM under contract law and tort for defects that already existed at the time of contract conclusion (pursuant to section 536a of the German Civil Code) is excluded. Customer shall cooperate with WPITCOM (§15 of this agreement).
    • On WPITCOM’s discretion, subsequent performance will take place by rectifying an error, providing a software update on the cloud, or new contents, or by providing the user with a reasonable workaround to avoid the effects of the defect. The user is not entitled to claims due to minor impairments in the use of the software, during data retrieval, or with regard to contents that do not materially impair the use of Signage Manager 3 under user’s statutory claims. WPITCOM will use appropriate methods to try to correct such errors as a gesture of goodwill.
    • In case of claims of any third parties of proprietary rights against the user, the user shall inform WPITCOM immediately in writing. On WPITCOM sole discretion, WPITCOM shall defend against or satisfy the claims. WPITCOM may either

      • Acquire the necessary right for the user to use within Signage Manager 3 Cloud as contractually agreed, or
      • Replace the infringing content or component(s) of the software with equivalent components, if user / user’s organisation can be expected to accept this, or
      • Suspend / terminate subscription or license for any the services concerned and refund any by the user / user’s organisation paid in advance subscription fee for the remaining period after termination of the subscription. The user / user’s organisation shall not recognize any third party claims at its own discretion. WPITCOM shall defend the user / user’s organisation against third party claims at its own expense, and shall indemnify and hold subscriber harmless from and against from any costs and damage and/or loss pursuant to this §15.
    • In case of any subsequent performance finally failed, or in case of failure of a defense against or settlement of third party proprietary rights, the user / user’s organisation has the right, at its discretion, to reduce the remuneration, to terminate the subscription, and/ or to claim damages or the reimbursement of wasted expenditures. The two latter claims are subject to §15.
    • Claims arising from quality defects will fall under the Statute of Limitations after a period of one year. Similarly, claims stemming from title defects will be subject to the same statute within a one-year timeframe, except in cases where the title defect arises from a third party’s legal right to demand the removal of the software or content. In all other aspects, standard legal provisions will be applicable. The Statute of Limitations will also be enforced in instances where quality or title defects have been deliberately concealed, or in cases of intentional misconduct, gross negligence, damages, loss resulting from death, bodily harm, or health impairment, or under the statutory liability outlined in the Product Liability Act.
  • Liability
    • WPITCOM is obligated to compensate for damages or reimburse any wasted expenditures, regardless of the legal basis, solely within the following scope

      • In cases of intentional misconduct and gross negligence, liability extends to the full amount;
      • Liability for negligence applies solely to breaches of contractual duties deemed of such critical importance that they imperil the fulfillment of the agreement’s purpose upon which the customer relies (referred to as “cardinal duties”), limited to foreseeable and typical damages or losses. In such instances, liability for each occurrence is capped at three months’ fees for the relevant contract type, with aggregate liability for all incidents within a contract year limited to the total annual fee for the corresponding contract type, but not more than USD 750.00.
      • Regarding data loss, WPITCOM is liable within the outlined limits only for damages or losses culpably caused by WPITCOM that would have occurred even with a due, state-of-the-art backup system in place at the customer’s business operations.
      • Comparative negligence defense remains valid. Statutory liability under the Product Liability Act and for customer death, bodily harm, or health damage remain unaffected by §15.
      • These terms also apply to the liability of executive bodies, legal representatives, employees, and agents of WPITCOM.
      • Claims against WPITCOM, whether contractual or extra-contractual, are subject to a one-year statute of limitations, commencing according to statutory provisions. If the statutory maximum period applies, the limitation period expires after five years from the date of claim inception. However, this does not apply to liability for intentional misconduct, gross negligence, damages or losses resulting from death, bodily harm, or health damage, or under the Product Liability Act. The provisions in Article 8, section 5 of this GTC ASP remain unaffected.
  • Data protection and confidentiality

    The parties hereby commit to maintaining the confidentiality of any proprietary information disclosed by either party prior to or during the performance of the contract for a period of two (2) years following the expiration or termination of the agreement. Said confidential information shall be utilized exclusively for the purpose of fulfilling contractual obligations. The term “confidential information” pertains to data safeguarded against unrestricted dissemination to third parties, either due to its inherent nature or the circumstances surrounding its disclosure.

    The receiving party agrees to implement reasonable measures to uphold the confidentiality of the disclosing party’s information and to limit access to individuals essential for contract performance. Exceptions to this obligation include confidential information independently developed by the receiving party, information obtained from a non-confidential source, information in the public domain through no fault of the receiving party, or information already possessed by the receiving party prior to disclosure, or with the express consent of the disclosing party. These confidentiality obligations shall persist beyond the termination or expiration of the agreement.

    • The user / user’s organization assumes responsibility for the content and data uploaded to WPSM3 and agrees to handle any personal data therein in accordance with relevant data protection legislation. WPITCOM informs the user / subscriber that it processes data as necessary for agreement performance, adhering to data protection regulations. WPITCOM binds its employees to data confidentiality unless they are already bound by a prior non-disclosure agreement. Should the user / user’s organization is processing / presenting / using personal data, it must ensure compliance with applicable laws and regulations, indemnifying and holding WPITCOM harmless against any third-party claims arising from violations.
    • In the event of conflicts between this GTC WPSM3 and any agreement on commissioned data processing, the latter shall prevail.
    • Furthermore, WPITCOM retains the option to utilize user’s data in anonymized form for the customization of WPSM3 and for market research purposes. The customer reserves the right to object to this utilization at any given time. Additionally, in cases where the customer has provided explicit consent, WPITCOM may employ customer data for personalized advertising, customization, and further market research endeavors. The customer retains the right to revoke this consent at their discretion. Disclosure of personal data to third parties will only occur if permitted by law or with the express consent of the customer.
  • Payment Terms / Subscription models
    • The pricing for WPSM3 Cloud subscriptions and any additional or optional services provided by WPITCOM, along with individual components, are delineated within the respective price lists or order forms accessible within the WPSM3 Cloud system when ordered online. WPITCOM will bill subscription services on a monthly, quarterly, or annual basis at the commencement of the subscribed period, concurrently with customary activity reports. Subscriptions will be activated upon receipt of the full subscription or license fee by WPITCOM, either directly or via a subcontracted payment agent (e.g., PayPal or others), or through bank transfer where available.
    • In the case of orders or additional orders (such as new optional services or functionalities) placed throughout a calendar year, the parties will mutually agree upon the applicable payment terms. No cash discounts will be provided.
    • Unless otherwise specified, all amounts will be denoted in Euro (EUR) or USD (US Dollar), plus the prevailing value-added tax. Upon payment receipt, the user or user organization will gain immediate access to WPSM3. Invoices are due immediately upon receipt by the user / subscriber, and any delayed payments will accrue interest in accordance with statutory regulations concerning late payments. WPITCOM reserves the right to pursue any additional claims for damages it may have.
    • Additional regulations concerning online purchases via web-based marketplaces (such as EU Right of withdrawal) will be adhered to where local, state, or federal law mandates such support by providers. If a user or user organization exploits this law, WPITCOM reserves the right to suspend their access to re-subscribe to WPSM3 for a period of 12 months if they repeatedly (more than once) benefit from subscriptions and terminate them within a period of less than one month.
    • Subscription payments must be made prior to the expiration of the booked period to maintain access to and operation of the subscribed WPSM3 and/or WPSS3 subscription or license. Services will be automatically suspended upon subscription expiration and must be renewed before the specific expiration date. This clause does not affect the payment obligation. The user / user organization is not entitled to set off claims unless their counterclaims are undisputed or have been finally adjudicated. The customer may only exercise a withholding right or invoke the defense of non-performance in relation to business transactions under this agreement and only if their counterclaim is undisputed or has been finally adjudicated.
    • All eventually rented hardware remains the property of WPITCOM. In the event of subscription termination, any rented WPITCOM hardware associated with a full or partial subscription must be promptly (within 7 workdays) returned to the nearest WPITCOM service center or authorized solution / service partner, in functional, clean, and proper condition and packaging.

      Failure to return rented devices within 30 days of termination authorizes WPITCOM to compensate for the loss by invoicing or automatically collecting the value of the rented device, as agreed upon in the original subscription agreement, which states the payable value in case of non-return to WPITCOM.

      The user / subscribed is responsible to protect the rented device(s) against robbery, manipulation and fraud during the renting period at any time.

    • Partial payments made by the customer will be allocated to settle the oldest outstanding claims of WPITCOM first.
  • Term and Termination

    The initial duration of this agreement commences from the date indicated in the subscription purchase order or the order confirmation issued by WPITCOM.

    • The subscription automatically renews for the same duration specified in the subscription unless terminated by either party, with a notice period of one (1) month effective at the end of the respective contract term. Both parties retain the right to terminate the agreement or individual contracts for just cause.
    • Failure to timely pay the new subscription fee prior to expiration suspends user access to WPSM3 Cloud and results in visible display of a message(s) indicating non-subscription status on connected WPSS3 content players.
    • WPITCOM reserves the right to terminate the agreement and remove user data from WPSM3 Cloud without notice, especially if the customer defaults on payment for four (4) consecutive weeks of subscription renewal or if the user or user’s organization becomes insolvent or unable to meet its obligations.
    • In addition to the termination right, WPITCOM may suspend customer access to WPSM3 Cloud to prevent damage if there is reasonable cause to believe that non-compliant usage of WPSM3 Cloud by the user / subscriber adversely affects (a) the operation of Signage Manager 3 Cloud, (b) other WPITCOM customers, or (c) the rights of third parties, or breaches applicable law in a manner necessitating immediate action to mitigate harm. WPITCOM will endeavor to provide prior notification to the customer whenever possible and practical.
    • Upon expiration or termination of the agreement, (a) customer access to WPSM3 Cloud ceases, (b) customer’s right to use WPSM3 Cloud services expires, and (c) all outstanding amounts become immediately due for payment. Termination of individual subscriptions / licenses does not affect other purchase order forms or individual contracts between the parties.
    • Regarding optionally booked training sessions, customer may cancel participation up to seven (7) days prior to the scheduled date without incurring costs. Cancellation after this period or failure to attend will result in invoicing for the full amount of the training session fees, with any saved expenditures offsetting outstanding amounts.
    • Termination notices must be provided in written form to be legally effective, for WPSM3 Cloud Services, the integrated “Terminate Subscription” function can be used at any time.
    • Uploaded media content is not considered personal data. Customers must maintain appropriate backups of data and media uploaded to WPSM3 to prevent data loss. WPITCOM may permanently delete user data two (2) months after expiration or termination of the agreement unless storage is required by mandatory legal provisions.

      If some state or federal laws in some countries may require that uploaded content can be downloaded / retrieved by the customer, and the subscription was terminated, WPITCOM will download the user’s media files and place them into a web storage for retrieval up to the maximal storage size, described within the user’s subscription.

      The user has the obligation to retrieve the re-transferred media within one calendar week from the cloud server, named by WPITCOM servers, after expiration date, downloading the retrieved user’s content cannot be guaranteed furthermore. WPITCOM may request confirmation of data receipt from the customer as a precondition for data return. During the two (2) month period post-termination or expiration, customer access to Signage Manager 3 Cloud will be unavailable, irrespective of the reason for termination.

  • Modification of Services

    If the technical or legal conditions governing Internet use undergo significant changes, and if WPITCOM cannot reasonably be expected to continue providing its Services or adjust its Services adequately – considering the mutual interests of both Parties – due to a disproportionate payment made by the Customer, which was unforeseeable at the time of contract conclusion, WPITCOM reserves the right to modify or discontinue its Services, or continue providing its Services only upon a price adjustment.

    • WPITCOM shall inform the Customer promptly, with at least one (1) month notice in writing, of any substantial impairment in the provision of the Services. This notification will include an explanation of the situation and, if applicable, a request for higher remuneration, or an announcement of a modification or discontinuation of its Services. If the Customer does not object to the modification within one (1) month of receiving the notification, the modification is considered approved. From this date, the modified remuneration and Services become binding components of the Agreement between WPITCOM and the Customer, a consequence that WPITCOM shall explicitly advise the Customer of in its notification regarding the modification.
    • WPITCOM retains the right to further develop, modify, restrict, or enhance the contents, options, and components of its Services, including WPSM3, to replace contents, or to reasonably modify components with regards to their contents, particularly to introduce new features, functionalities, and improved efficiency to the Customer. Consequently, WPITCOM may periodically modify the Services or Signage Manager 3 to the extent that the Customer can reasonably be expected to accept, considering their best interests, provided that functionality is not diminished. Some modifications will be provided to the subscriber (“user / licensee”) free of charge.

      If WPITCOM introduces additional functionality to a component, it may request additional remuneration from the subscriber (“user / licensee”) before implementing this additional functionality. The subscriber (“user / licensee”) may choose to acquire this additional functionality at their discretion or continue using the WPSM3 version without additional remuneration, which WPITCOM makes generally available.

      If any of the aforementioned modifications significantly restrict the component subscribed to by the subscriber (“user / licensee”), the subscriber has the right to terminate the Agreement without notice. This right to terminate can be exercised within one (1) month from the occurrence of a significant restriction, upon timely notification by WPITCOM in accordance with §17.

    • WPITCOM reserves the right to reasonably adjust the subscription remuneration considering the general trend of prices. Should such a price adjustment occur, WPITCOM will notify the user or user’s organization at least two (2) months prior to the change, allowing them to evaluate their subscription under the potentially new conditions and requirements.

      The user or user’s organization can choose to discontinue the subscription at the end of the current period before any increase in the subscription fee takes effect.

  • Final Provisions:
    • Except for the assignment of monetary claims, the Customer is prohibited from assigning or transferring any contractual rights or duties to third parties, including any affiliated companies, without obtaining prior written consent from WPITCOM.
    • All notifications and declarations regarding this GTC WPSM3 and the contract provisions must be made in writing, unless another form of communication has been expressly permitted. Any modification to the mandatory written form requirement must also be made in writing. “In writing” shall mean a document bearing a handwritten signature, though transmission via fax or email shall suffice.
    • Appendices and exhibits must adhere to the same requirements.

      Appendix 1 Service Level Agreement for WPSM3 Cloud Service Providing (“SLA WPSM3 CLOUD”), see below, form an integral part of the Agreement.

    • In the event, that any provision of this GTC WPSM3 is deemed invalid or unenforceable, the remaining terms and provisions shall remain in full force and effect. The Parties agree to rectify any resulting gap, if applicable, by introducing a provision that aligns most closely with the original business intention of the Parties regarding said provision and the overall Agreement. The same principle applies in the case of an omission.
    • All legal relationships arising from this Agreement shall be governed exclusively by the laws of the Federal Republic of Germany. The UN Convention on the Sale of Goods (CISG) and the conflict rules of international private law are hereby excluded.
    • If no alternative agreement is reached, the place of performance shall be deemed as the registered office of WPITCOM. In the event that the Customer is classified as a business entity according to the German Commercial Code (HGB), a legal entity under public law, or a special fund under German public law, the exclusive place of jurisdiction for any disputes directly or indirectly arising from or related to this Agreement shall be the registered office of WPITCOM. This provision also applies if the Customer lacks a general place of jurisdiction within Germany. WPITCOM reserves the right to initiate legal proceedings against the Customer in any other national or international court with jurisdiction.

Our contact for any question during our business hours: legal@wpitcom.com

(Version 05/2024)