Screenweave Terms of Use

September 2, 2020

Screenweave TERMS OF USE

These Terms of Use (the “Terms”) govern the use of the Screenweave™ online digital signage platform (the “Software”). The Software is owned, developed, operated, and maintained by Screenweave, LLC., a Minnesota corporation with its principal office in Minneapolis, Minnesota, U.S.A. (“Screenweave”) and its licensors. 

Capitalized terms that are defined in these Terms, such as “Software” or “Customer,” have the specific definitions given to them whenever they are used in these Terms. When used in this Agreement the term “Software” includes all user manuals and other documentation offered by Screenweave in any form.

These Terms are also subject to all terms and conditions found within the following additional agreements (the “Additional Agreements”), all of which are accessible via links on Screenweave’s Screenweave website (the “Website”):

  • Screenweave Player License Agreement
  • Privacy Policy
  • Data Processing Addendum
  • Standard Contractual Clauses (Processor)

You expressly acknowledge and agree that if you use (or instruct, permit, or enable any employees, contractors, partners, or customers of the entity that you represent to use), the Software to display, store, maintain or disseminate, send, host, transfer, or otherwise process or use any information relating to any natural persons located in the European Union, then such activities shall be subject to the Data Processing Agreement.

By accessing and using the Software, and accepting these Terms, you agree to be legally bound by all terms and conditions of the Additional Agreements. The Additional Agreements are incorporated into and made part of these Terms by reference. Customers are responsible for assuring that their authorized users abide by these Terms and the Additional Agreements.

PLEASE READ THESE TERMS AND THE ADDITIONAL AGREEMENTS CAREFULLY. THESE TERMS AND THE ADDITIONAL AGREEMENTS FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND Screenweave REGARDING YOUR USE OF THE SOFTWARE. BY ACCESSING OR USING THE SOFTWARE, YOU ACCEPT AND AGREE TO ABIDE BY THE TERMS AND THE ADDITIONAL AGREEMENTS. IF YOU DO NOT AGREE WITH THESE TERMS AND THE ADDITIONAL AGREEMENTS, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE.

Screenweave provides subscription licenses to the Software directly to its customers and indirectly through its authorized distributors and dealers (a “Distributor”). These Terms govern all direct and indirect subscription licenses. Screenweave provides Software support and maintenance terms under these Terms. Screenweave training, creative design services, and other Screenweave services are provided subject to the separate Screenweave General Services Terms available online.

If Customer obtains its license from a Distributor, then the subscription, pricing, payment, and taxes terms agreed upon with such Distributor shall take precedence over these Terms.

1. Software Subscriptions

Screenweave provides the Screenweave Software to its customers (“Customers”) and their authorized users (“Users”) for a subscription term. Screenweave subscriptions are subject to renewal and cancellation as provided by these Terms. References to “Customer” or “Customers” in these Terms shall include Users as required by the context. 

Customer is required to affirmatively accept these Terms and the Additional Agreements upon the initial account registration. All Users must also accept these Terms and the Additional Agreements as a condition of their access to and use of the Software.

These Terms will continue in force and effect for the full term of Customer’s Software subscription. Screenweave reserves the right to change these Terms at any time in its sole business discretion. Screenweave will make reasonable efforts to notify Customers of changes to the Terms via the Software interface or other electronic means. The revised Terms will become eective when posted to the Software interface or, if we provide you a click-through or other means of accepting the Terms, upon your acceptance. By continuing to use the Software after the revised Terms become eective, you agree to be bound by the Terms and the additional agreements in all respects.

2. Customer Accounts

All Customers must have an account to use the Software (a “Customer Account”). Customers establish a Customer Account by completing the online registration process. In some instances, Screenweave may set up a Customer Account for the Customer. Customers are responsible for assuring that their Users abide by these Terms and the Additional Agreements.

All Users must have an individual user account to access and use the Software. Each User must have a username, password, and such other login or account credentials as Screenweave may reasonably require to maintain and operate the Software (the “User Information”). The login and account credentials will include personal information. We may use a User’s personal information to send announcements, administrative messages, and other information related to the use of the Software. Users may be able to opt out of some of these communications. 

Your username and password are provided solely for your access and use of the Software. You are solely responsible for keeping your User Information safe, secure, and available. You are solely responsible for all use of the Software and activities that occur through your account.

You understand that if you are using the Software as part of an employer-paid or sponsored agreement with Screenweave, that details of your use of the Software may be accessed by or otherwise available to your employer or sponsor.

3. Fees and Payment Terms

(a) Software Trials

Screenweave may offer the Screenweave Software to a Customer for an initial trial or proof of concept period (a “Software Trial”). These Terms and Additional Agreements govern all Software Trials except as expressly modified by this section. Customers may cancel a Software Trial at any time during the trial period without additional liability to Screenweave. If Customer cancels, Screenweave will not refund any Software Trial subscription fees that were paid in advance. Screenweave WILL HAVE NO MONETARY LIABILITY TO CUSTOMER FOR ANY CLAIMS ARISING UNDER OR RELATING TO A SOFTWARE TRIAL, WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL BASIS.

(b) Subscription Fees

At the start of the Screenweave Software subscription term, Customer will be charged fees for the subscription plan chosen during the account registration process. Fees vary according to the subscription term, the number of digital signage players that the Customer is authorized to use, and other options. A “player” is the application software that displays content on an individual monitor or display device (hereafter, a “Player”). The number of authorized Players licensed will depend on the pricing plan chosen by Customer.

The Player application software is installed on individual electronic devices. Screenweave provides the Player subject to the Screenweave Player License Agreement, one of the Additional Agreements defined above. The Screenweave Player License Agreement must be accepted separately by the User during installation of the Player. When used in this Agreement, the term “Software” does not include the Player.

Monthly Screenweave subscriptions renew automatically on a monthly basis unless cancelled by Customer before the monthly renewal date. Annual subscriptions automatically renew for an additional 1-year term unless Customer notifies Screenweave of its election to terminate the subscription at least 90 days prior to expiration.

Monthly subscription fees for Screenweave are payable in advance. Annual subscription fees are due at the start of the annual term. All invoices to Customers are payable upon receipt. Screenweave only accepts credit card payments for monthly subscriptions. Annual subscriptions may be paid by credit card, an ACH payment, or other payment form acceptable to Screenweave. All payments shall be made in U.S. Dollars. Customers shall provide Screenweave with that credit card, debit card, or other payment information as required by Screenweave (the “Payment Information”) to receive all fees and taxes due from you. You hereby authorize Screenweave to use your Payment Information to collect fees from you in the amounts provided by your subscription plan.

(c) Cancellations and Refunds

Monthly subscriptions for Screenweave may be cancelled at any time upon notice to Screenweave. The subscription will terminate at the next renewal date after the notice is given. The Customer will have access to the Software through the next renewal date, and no refund of the monthly fees will be paid. 

Annual subscriptions for Screenweave may be cancelled at any time upon 90 days’ notice to Screenweave. Refunds are paid for the unused portion of the annual subscription prorated to the termination date.

The cancellation of multi-year Screenweave subscriptions is subject to 90 days’ notice to Screenweave and require payment of an early termination fee equal to 6 months of subscription fees. Refunds are paid for the unused portion of the subscription prorated to the termination date, minus the early termination fee. 

(d) Changes; Taxes

Any fee changes occurring prior to the expiration of a subscription term will be effective upon renewal of the subscription. Otherwise, Screenweave may change its fees at any time, effective immediately upon posting to the Website.

Any sales, use, value-added, excise, or other taxes which Screenweave is required to collect from Customer pursuant to applicable law will be in addition to all fees charged for the Software.

(e) Excess Use. 

The subscription fees charged by Screenweave are based on the reasonable and ordinary costs of hosting, maintaining, and operating the Software for reasonable and ordinary business use, including storage and bandwidth costs. In the event of excessive use, Screenweave reserves the right to implement limits on storage and bandwidth. Excessive use will be determined by Screenweave in its reasonable business discretion based on its average usage metrics.

(f) Failure to Pay

If a Customer obtaining a subscription directly from Screenweave fails to make any payment when due, then: 

(i) Screenweave may charge Customer interest on the past due amount at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is lower; 

(ii) Customer shall reimburse Screenweave for all reasonable costs incurred in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; and 

(iii) Screenweave may suspend or terminate Customer’s access to and use of the Software upon 10 or more days’ notice to Customer.

If Customer obtains a subscription from a Distributor, the payment and remedy terms agreed upon with such Distributor shall control in the event Customer fails to make payment when due.

4. Term and Termination

These Terms shall remain in force and effect for the Customer’s full subscription term. Screenweave will issue invoices upon commencement of the subscription term. 

Screenweave may terminate the Customer’s subscription if the Customer is in material breach of these Terms and has not cured the breach within 10 days of Screenweave’s notice of the breach.

Screenweave has an unrestricted right to immediately suspend Customer access to the Software without prior notice to Customer if Screenweave has reasonable grounds for believing Customer has violated the usage restrictions stated in these Terms. Screenweave will notify Customer promptly after taking such action.

Upon a request by Customer made within 30 days after the termination of the Customer’s subscription, Screenweave will provide Customer with copies of all Customer Content (as defined in Section 9) stored or controlled by Screenweave. Screenweave shall have no obligation to maintain or provide any Customer Content after the 30-day period.

Customer’s right to access and use the Software will cease upon termination of Customer’s Software subscription for any reason. Upon early termination, Customer will not be relieved from the obligation to pay all fees which are due through the termination date.

The provisions of these Terms and the Additional Agreements that are intended by their nature to survive the termination of a Customer’s subscription shall survive such termination and remain in force and effect.

5. Usage Rights

Screenweave grants Customer the right to access and use the Software functionality for the term of the Customer’s subscription. Customer’s subscription for the Software will provide for a specific number of authorized Players (as defined above). The number of Players may be changed during the subscription term subject to the payment of the additional fees. Customers may also use and make a reasonable number of copies of the online documentation for the Software solely for Customer’s internal business purposes in connection with the use of the Software.

The Software is not intended for use by anyone under age 18. All Users represent and warrant to Screenweave as a condition of using the Software that they are age 18 or older. Users may not use the Software if they are barred from doing so under the laws of the United States or other country, including the country from which the User uses the Software.

Screenweave is not responsible for any data or content you use with the Software. Customers are responsible for ensuring that their use of the Software does not violate any privacy laws or regulations, including the General Data Protection Regulation (“GDPR”) or the terms of service, license, or other terms and conditions of any third-parties or sources of data. Customers agree not to (a) violate the privacy rights of any individual by obtaining, selling, or accessing personal data as defined by Article 4, GDPR, (b) violate the privacy policy of any third-party software or services; or (b) infringe the intellectual property and other proprietary rights of any third-party software or services. 

All access, use, and re-use of personal data is subject to the terms of the Additional Agreements as defined herein. All such use is at Customer’s risk, including any damages or losses that may be sustained by the Customer.

6. YouTube Functionality

The Software enables Users to play videos on a digital sign via a YouTube API. Customers and Users who use this YouTube functionality agree to be bound by the current YouTube Terms of Service at https://www.youtube.com/t/terms. 

If you intend to use the YouTube functionality, please read the YouTube Terms of Service carefully and make sure you understand them. If you do not understand such terms, or do not accept any part of them, then you may not use the YouTube functionality.

7. Restrictions on Use

Customers must accept the Software usage restrictions stated in this section of the Terms and in the Additional Agreements. These restrictions enable Screenweave to maintain control of the Software and make it consistently available to all Customers. 

Customers may only use the Software and Player applications with electronic devices approved by Screenweave. Screenweave maintains a list of current supported media player software and devices on the Website:  https://www.Screenweavesignage.com/cloud/media-players.

The Software enables Users to preview HTML content from a standard browser. This functionality is intended solely for previewing content and not for ongoing content display. Ongoing content management and display requires a valid Software license from Screenweave for each copy of the Player software used to manage and display such content. 

Customer may not attempt to access or use the Software in any way other than through the standard interface. Customer may not attempt to rent, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Software available to any third party. Except for Software components, tools, or interfaces provided by Screenweave, Customer may not use another software program or other technology to interoperate with, extract data or content, or scrape or frame any data or content from the Software. Customer may not attempt to copy or create derivative works based on the Software, either on its own or through any third party. Customers may not attempt to produce a source listing, decompile, disassemble, or otherwise reverse engineer the Software.

Customers are prohibited from interfering with or disrupting the performance of the Software. Customers may not attempt to gain unauthorized access to any data stored in the Software.

Customers may not remove or obscure any notices or markings, including without limitation, copyright, trademark, or confidentiality notices, or ownership notices on the Software, including any screens displayed by the such product.

Screenweave reserves the right to terminate a Customer’s access to and use of the Software immediately and without prior notice if the Customer violates the foregoing restrictions on use or otherwise violates these Terms or the Additional Agreements.

All access, use, and re-use of personal data is subject to the terms of the Data Processing Addendum available on the Website. All such use is at your own risk, including any damages or losses you sustain.

8. Software Availability, Support, and Maintenance

Screenweave will use reasonable commercial efforts to make the Software available for access and use with minimal downtime 24 hours a day, 7 days a week. The Software will be considered “unavailable” if any of the core or principal functionality are not available to a User for their normal intended use.

Screenweave provides support for the Software for all support tiers at no additional charge via email, voicemail, and the Screenweave online Support Center. Screenweave also offers support packages that include telephone access, extended hours, and other services for additional fees.

Support is generally available Monday through Friday, excluding U.S. Federal Holidays and Screenweave’s own company holidays. Screenweave will make reasonable efforts to notify Users of Screenweave Company holidays at least 30 days in advance.

All Customers and Users have access to the Screenweave Knowledge Base, product manuals, and technical guides at no additional charge via the Screenweave Support Center at https://www.screenweave.com

Screenweave will maintain and upgrade the functionality of the Software as Screenweave determines in its sole business discretion. Screenweave may add or remove functionality or features, and may suspend or stop some functionality. If functionality is to be discontinued, Screenweave will give Customers reasonable advance notice when possible.

Screenweave will bear all cost of hosting, maintaining, and operating the Software, including Internet bandwidth, server computers, and network equipment. In addition to all fees payable pursuant to Customer’s subscription, Customer will be responsible for all equipment, network, and other costs necessary for Customer to access and use the Software via the Internet.

Screenweave is not obligated to provide Customer with any training, consulting, professional services, or other services related to the use of the Software unless the parties specifically agree otherwise in a separate written agreement.

9. Customer Content

The Software enables Customers to store and manage content for display on multiple video displays or monitors, including text, graphics, photographs, video, data feeds, and other digital media (the “Customer Content”). Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to the use of Customer Content. Customer grants Screenweave a royalty-free, worldwide, non-exclusive right and license under these Terms to use, copy, and process the Customer Content as necessary to provide the Software functionality and perform its other obligations under these Terms.

Screenweave may contract with third-party development, application hosting, data storage, and technology infrastructure contractors to provide the Software functionality (“Technology Contractors”). Screenweave will make reasonable commercial efforts to ensure that the Technology Contractors abide by any applicable terms and conditions of these Terms. Screenweave is solely responsible for monitoring and supervising the work of the Technology Contractors.

Screenweave shall make reasonable commercial efforts to secure, protect, and maintain the integrity of the Customer Content. Customer and Users are responsible for maintaining the confidentiality of all usernames and passwords required to access and use the Software. If the confidentiality of such information is compromised, Customer shall promptly notify Screenweave.

10. Customer Content Standards

All Customer Content shall comply with the following standards, and with all applicable federal, state, local, and international laws and regulations. Each Customer represents, warrants, and agrees as follows:

(a) Customer owns or has secured all intellectual property rights necessary for Customer’s use of the Customer Content with the Software as intended; 

(b) Customer’s use of Customer Content with the Software, and the Customer Content itself, does not and will not infringe any patent, trademark, trade secret, copyright, other intellectual property rights, or other legal rights of any other person;

(c) The Customer Content does not and will not contain any content or material that is unlawful, threatening, harassing, profane, obscene, indecent, abusive, tortuous, defamatory, libelous, deceptive, fraudulent, or that violates a person’s privacy, or publicity rights; 

(d) The Customer Content does not and will not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

(e) The Customer Content will not promote or assist in any illegal or unlawful acts; and

(f) The Customer Content does not and will not contain a software virus or other harmful component.

11. Statistical Data.  

Screenweave may monitor Customer’s use of the Software to collect and process anonymous, statistical, and performance information related to the Software in aggregate form (“Statistical Data”). Screenweave will have an unrestricted right to store, analyze, evaluate, and use the Statistical Data for its own internal business purposes, including improving the features, performance, and functionality of the Software. Screenweave warrants and agrees that the Statistical Data shall not include any information which identifies or can be attributed to a Customer, or any personally identifiable information. Screenweave’s collection and processing of personal data will be in compliance with the Screenweave Privacy Policy.

12. Intellectual Property Rights  

Screenweave retains all ownership and intellectual property rights to the Software. Customer shall only have the access and usage rights to the Software as expressly provided by these Terms. Screenweave may use any technology, ideas, concepts, know-how, methods, and techniques related to the Software that Screenweave learns from Customers or Users unless Screenweave specifically agrees otherwise. Nothing in these Terms shall be construed to prevent Screenweave from developing, marketing, selling, or licensing products or services that may include the same or similar functionality to the Software.

Customers do not have any intellectual property rights in any content displayed by the Software or stored in it other than the Customer’s own Customer Content.

13. Feedback and Submissions

If Customer submits comments, ideas, or feedback to Screenweave regarding the Software or anything related to its functionality or use, Screenweave may use them without any restriction or compensation to Customer. Screenweave does not waive any rights to use similar or related ideas or feedback previously known to Screenweave, developed by Screenweave, or obtained from sources other than Customers. 

14. Trademarks and Publicity

The terms Screenweave, Screenweave, and Screenweave Academy are trademarks of Screenweave. Customer may not use these trademarks without the prior written permission of Screenweave. All other names, logos, product and service names, designs and slogans used on or appearing on the Software are the trademarks of their respective owners.

Screenweave and Customer shall obtain each other’s consent before (a) issuing a formal press release announcing any business relationship, or (b) publicizing the business relationship on Screenweave’s or Customer’s corporate website or in any other manner.

15. Copyright Infringement Issues

If any Customer or a third party is a copyright owner and believe their copyrighted material has been used on or displayed by the Software in a manner that constitutes copyright infringement, the violation should be reported to Screenweave by sending written and email notices to the attention of the Screenweave Copyright Officer using the addresses provided at the end of these Terms.

The following information should be included in the notice to Screenweave: (a) a detailed description of the allegedly infringed copyrighted material, (b) a description of the location of such material on the Software, (c) the complaining party’s contact information, including address, telephone number, and email address, if any, (d) a statement that the complaining party has a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law, (e) a statement, made under penalty of perjury, affirming that the information in the notice is accurate and that the complaining party is authorized to act on the copyright owner's behalf, and (f) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert copyright infringement and to submit the statement.

16. Indemnification

Screenweave shall indemnify, defend, and hold harmless Customer, its officers, directors, employees, agents, successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs (collectively, “Losses”) incurred by a Customer Indemnitee arising out of or relating to any claim, legal action, demand, arbitration, audit, litigation, citation, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) brought by a third party (other than an affiliate of the Customer Indemnitee) alleging that Customer’s use of the Software or the Player pursuant to these Terms infringes the copyright, U.S. Patent, trade secret, or trademark rights of such third party. 

Screenweave’s indemnification obligations under this section do not apply to any Action or Losses arising out of or relating to: (a) any modification of the Software or Player made by Customer or anyone other than Screenweave, or made without Screenweave’s express written approval; (b) any misuse, abuse, or misapplication of the Software or Player by or on behalf of Customer, a User, or a third party; and (c) any violation of privacy laws or regulations by Customer or any unauthorized access to or use of a third-party’s personal information under the control of Customer.

Customer shall indemnify, defend, and hold harmless Screenweave, its officers, directors, employees, agents, successors, and permitted assigns (each, an “Screenweave Indemnitee”) from and against any and all Losses incurred by an Screenweave Indemnitee in connection with any Action brought by a third party (other than an affiliate of a Screenweave Indemnitee) based on any allegation of or relating to: (a) any technology, products, network or computer equipment, systems or procedures, or services used by Customer other than the Software or Player; (b) Screenweave’s use of the Customer Content pursuant to these Terms; (c) any facts that, if true, would constitute a breach by Customer of any of Customer’s representations and warranties in these Terms; negligence or willful misconduct by Customer, any User, or any third party on behalf of Customer or any User in connection with the use of the Software or Player pursuant to these Terms.

The parties shall indemnify each other pursuant to this section provided that: (a) the indemnitee notifies the indemnifying party promptly in writing of the Action; (b) the indemnifying party has control of the defense and all related settlement negotiations with respect to the Action, provided that, (i) the indemnitee has the right to participate in the defense of any such Action through counsel of its own choosing, and that (ii) all settlements made by the indemnifying party include a full release of all claims against and obligations of the indemnitee related to the Action; and (c) the indemnitee cooperates fully to the extent necessary, and executes all documents necessary for the defense of any such Action.

THIS SECTION STATES CUSTOMER’S SOLE REMEDIES AND Screenweave’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE, PLAYER, OR ANY OTHER SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

17. Warranties and Disclaimers

A Customer’s acceptance of these Terms creates a legally binding contract governing the Customer’s access to and use of the Software. Customer warrants that Customer’s use of the Software will comply with all of its obligations to third parties and all applicable laws, rules, and regulations of all federal and state legal jurisdictions and governmental agencies.

USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK. Screenweave PROVIDES THE SOFTWARE “AS IS” AND “AS AVAILABLE.” Screenweave DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION, SECURITY, RELIABILITY, ACCURACY, AVAILABILITY OR QUALITY OF THE SOFTWARE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Screenweave WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR HARMFUL TECHNOLOGY OR MATERIAL THAT MAY INFECT OR CORRUPT THE CUSTOMER CONTENT, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO CUSTOMER AND USERS’ USE OF THE SOFTWARE.

The Software is not designed or intended for emergency notification or use in life-threatening situations requiring fail-safe performance, including without limitation, situations involving severe weather or natural disasters, terroristic threats or risks, potential mass shootings, riots or other public unrest, or any other situation in which the failure of the Software could lead to death, personal injury, or severe physical or property damage (collectively, “Emergency Situations”). Screenweave EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN EMERGENCY SITUATIONS.

The Software does not comply with the privacy and security requirements for protected health information (“PHI”) imposed by the Health Insurance Portability and Accountability Act (“HIPAA”). USERS ARE PROHIBITED FROM USING THE SOFTWARE TO TRANSMIT, MANAGE, DISPLAY, OR STORE PHI UNDER ANY CIRCUMSTANCES. The Software also does not comply with the Federal Risk and Authorization Management Program (“FedRAMP”) program requirements. Customers are prohibited from using the Software in any case in which FedRAMP compliance is required.

18. Liability Limitations

TO THE FULLEST EXTENT ALLOWED BY LAW, Screenweave AND ITS AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, ADVISORS, AND TECHNOLOGY CONTRACTORS WILL NOT BE LIABLE TO ANY CUSTOMER, USER, OR THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE SOFTWARE, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, IN EACH CASE WHETHER Screenweave WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR WHETHER THE DAMAGES OR LOSSES WERE FORESEEABLE.

THE AGGREGATE LIABILITY OF Screenweave TO ANY CUSTOMER OR USER FOR CLAIMS RELATING TO THE USE OF THE SOFTWARE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL RIGHT OR REMEDY, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING BY CUSTOMER FOR THE MOST RECENT THREE (3) MONTHS OF THE CUSTOMER’S SUBSCRIPTION TERM.

19. General

Any notice permitted or required under these Terms shall be deemed given on the date of personal delivery or five (5) days after deposit in the United States mail, postage fully prepaid, return-receipt requested. Notices shall be addressed to Screenweave at its principal office address and to Customers at their street or email address of record with Screenweave. Personal delivery of a notice via a nationally-recognized courier will be valid upon delivery provided the courier obtains a signed receipt. Notice by email shall be valid provided the sender receives an acknowledgement of receipt by a return email or by another means providing a written record.

These Terms are governed by Minnesota law and applicable U.S. federal and international laws. All legal actions to enforce or interpret these terms shall be commenced exclusively in the state or federal courts located in Hennepin County, Minnesota. TO THE FULLEST EXTENT ALLOWED BY LAW, CUSTOMERS HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE MINNESOTA COURTS.

Customers may not assign or otherwise transfer their rights under these Terms and Additional Agreements without Screenweave’s prior written consent, which consent may be withheld for any reason in Screenweave’s sole discretion. Screenweave may freely assign Screenweave’s rights and obligations under these Terms and Additional Agreements to any third party as Screenweave determines in its sole business discretion. 

These Terms shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns.

Any waiver or failure by Screenweave to exercise its rights under these Terms and Additional Agreements will not create a continuing waiver of such rights. If any provision of these Terms and Additional Agreements is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision.

These Terms and the Additional Agreements state Screenweave’s entire agreement with Customer concerning the access to and use of the Software. Screenweave and Customer will be bound by the specific subscription plan and fee terms selected during the Software registration process, subject to such changes as the parties may agree upon during the subscription term.

Contact Information

Questions, comments or concerns about these Terms of Use and related matters may be sent to Screenweave at the following street or email address:

Screenweave 
400 S 4th St Ste 410
PMB 92452
Minneapolis, Minnesota 55415-1419

legal@screenweave.com

Copyright © 2018-2020. Screenweave, LLC. All rights reserved.

Last revised:  September 2, 2020.