THIS DESCRIBES THE TERMS AND CONDITIONS OF YOUR RECEIPT OF AND PAYMENT FOR GALAXY DIGITAL SIGNAGE® SERVICE AND IS SUBJECT TO ARBITRATION (SECTION 8) AND DISCLAIMER OF WARRANTIES (SECTION 7). IF YOU DO NOT ACCEPT THESE TERMS, PLEASE NOTIFY US IMMEDIATELY AND WE WILL CANCEL YOUR ORDER OR SERVICE SUBJECT TO APPLICABLE CANCELLATION TERMS AND/OR FEES (SECTION 5). IF YOU INSTEAD DECIDE TO RECEIVE OUR SERVICE, IT WILL MEAN THAT YOU ACCEPT THESE TERMS AND THEY WILL BE LEGALLY BINDING. IF YOU OBTAINED RECEIVING EQUIPMENT DURING OR AFTER JUNE 2014.
CONTACTING GALAXY DIGITAL SIGNAGE:
You may contact us 24 hours a day, any day of the year, by sending us an e-mail at galaxydigitalsignage.com/email or by writing to:
GALAXY DIGITAL SIGNAGE, LLC
Customer Service
1220 Rosecrans Street, Suite 950
San Diego, CA 92106
You can also call us at 1-844-462-9900. For inquiries, call hours are 8 am – 5 pm (PST) Mon – Fri.
If your bill for Galaxy Digital Signage Service comes from a party other than Galaxy Digital Signage, please use the contact information provided on your bill for any questions about your Galaxy Digital Signage Service.
Thank you for choosing Galaxy Digital Signage. Galaxy Digital Signage and its affiliates, subsidiaries and employees (defined here collectively as “Galaxy Digital Signage” and referred to as “Galaxy Digital Signage” or “we”) provide digital signage hardware and services (referred to collectively as “Service”) to residents of the United States. We do not provide, and you may not receive or use, Service at an address or location outside of the United States.
CUSTOMER AGREEMENT
1. OUR SERVICE
These are the terms on which we will provide you Service:
a) Hosting Services. You must subscribe to our base hosting package in order to utilize our services All content and rescue services have their own rates, terms, and conditions. Information about all services is at GalaxyDigitalSignage.com.
(b) Your Subscription Changes. You may change your subscription selection by notifying us. A fee may apply to such changes (described in Sections 2 & 5(b)).
(d) Our Service Changes. Many factors affect the availability, cost, and quality of our services and may influence the decision to raise prices and the amount of any increase. These include, among others, labor and other costs, consumer demand, market expectations, and changing business conditions. Accordingly, we must reserve the unrestricted right to change, rearrange, add or delete our service packages, the selections in those packages, our prices, and any other Service we offer, at any time. We will endeavor to notify you of any change that is within our reasonable control and its effective date. In most cases, this notice will be about one month in advance. You always have the right to cancel your Service, in whole or in part, if you do not accept the change (see Section 5). If you cancel your Service, a deactivation fee (described in Sections 2 & 5(b)) or other charges may apply. Credits, if any, to your account will be posted as described in Section 5. If you do not cancel, your continued receipt of our Service will constitute acceptance.
(e) User Account. You have received a conditional user account (referred to as the “account”) and a License Agreement governing your use of your user account while you are receiving our Service. Accounts are nontransferable and are the exclusive property of Galaxy Digital Signage. If you tell us that the original account was lost or stolen, we will replace it, as long as there is no evidence of unauthorized tampering with or modification of the user account and your account is in good standing. A replacement fee may apply (described in Section 2). Tampering with or other unauthorized modification of your user account is strictly prohibited and may result in a criminal or civil action. Galaxy Digital Signage reserves the right to cancel or replace the user account.
(f) Internet Connections. For normal operation of your equipment, including content updates or receiving certain Services, your equipment must be connected to an internet connection. You agree to provide true and accurate information about the location of your equipment. If we detect that any equipment is not regularly connected to an internet connection, we may investigate and, if it is determined that the equipment is not at the location identified on your account, we may disconnect the equipment or charge you additional fees.
(g) Loss of Equipment. You should notify us immediately if your Galaxy Digital Signage device(s) is lost or stolen. If you notify us within 5 days, we will not charge you for unauthorized use. In any case, we will not charge you for unauthorized use occurring after we receive your notice.
(h) Transfer of equipment. We consider you to be responsible for, and the recipient of services on, any equipment you own. You are liable for charges incurred in the use of your equipment by others until you notify us of a transfer.
(i) Content Restrictions. It is your responsibility to provide appropriate content for any viewer as you think appropriate. We are not responsible to you or anyone else based on the content of your devices. All content, inclusive but not limited to videos, images, audio, and other digital works, are assumed copyright permissions have been obtained from their respective owners.
(j) Change of Address. You must notify us immediately of any change in your name, mailing address, residence address or telephone number.
2. PAYMENT
In return for receiving our Service, you promise to pay us as follows:
(a) Services. You will pay in advance, at our rates in effect at the time for all Service ordered by you or anyone who uses your equipment, with or without your permission, until the Service is canceled. If the Service is part of an offer through which you receive credits offsetting all or part of the Service price, such credits are also paid in advance. If you cancel the Service, you are no longer entitled to receive the credits and we reserve the right to recoup pre-paid credits. The outstanding balance is due in full each month. To establish service, you were required to provide a credit card. You may use this or another credit or debit card to establish recurring payments. See Section 5(e) regarding payment upon cancellation. We may, in our discretion, accept partial payments, which will be applied to the oldest outstanding statement. No “payment in full” notation or other restrictive endorsement written on your payments will restrict our ability to collect all amounts owing to us. If you do not pay your statements on time, we may reduce your Service to a minimum service level, at our rates in effect at the time, restrict the availability or renewability of your Service options, require immediate payment for Services ordered, or deactivate your Service.
(b) Taxes. You will pay all state and local taxes or other governmental fees and charges, if any, which are assessed including any such taxes, fees or charges assessed against discounted fees or service credits.
(c) Administrative Fees. To control the basic charges which apply to all customers, we may charge fees that arise in specific circumstances only to those customers responsible for them. The list below is not exclusive, and Galaxy Digital Signage reserves the right to modify these fees or charge additional fees. In each case, we will charge you the lesser of the fee listed or the maximum amount permitted under applicable law:
(1) Up to $5.00 Late Fee: If we do not receive your payment by the due date on your bill, we may charge you an administrative late fee of (i) $5.00; or (ii) the maximum amount permitted under and subject to applicable law per month or partial month until the delinquent amount is paid in full. This late fee is not an interest charge, finance charge, time price differential or other such charge or payment of a similar nature. You acknowledge that this fee is reasonably related to the actual expense we incur due to late payment and may be subject to limitations as set forth by the law in your state.
(2) Up to $10.00 Change of Service Fee, if you change your Service package to a lower-priced package. See also Section 5(b).
(3) Deposits: We may require that you provide a deposit prior to or after activation of your Service, which we may apply against any unpaid amount at any time. Deposits will appear on your bills as credits, from which we will deduct our charges. Deposits will not earn interest.
(4) Up to $15.00 Deactivation Fee, if you cancel your Service or we deactivate your Service because of your failure to pay or for some other breach on your part. (10) Up to $1.75 Duplicate Statement Fee, for each statement request.
(5) Up to $2.75 Ledger Request Fee, for ledger itemizing past payments on your account.
(6) Up to $30.00 Returned Payment Fee, if any bank or other financial institution refuses to honor any payment, draft, order, item or instrument submitted for payment on your account, including without limitation electronic debits to debit cards and bank accounts. You acknowledge that this fee is not an interest charge, finance charge, time price differential or other such charge or payment of a similar nature and it is reasonably related to the actual expense we incur due to unsatisfied payment.
(d) Billing Statements. We will send you a statement for each billing cycle (usually once every 30 days) unless you have a zero or nominal balance due, or a nominal credit balance, on your account at the end of a billing cycle. Statements will show (1) payments, credits, purchases and any other charges to your account, (2) the amount you owe us and (3) the payment due date.
(e) Questions About Your Statement. If you think your statement is incorrect or if you need more information about it, contact us immediately. We will try to resolve any complaints you have as promptly as we can.
You must contact us within 60 days of receiving the statement in question. Undisputed portions of the statement must be paid by the due date to avoid a late fee and possible reduction or deactivation of Service.
Remember, if your bill for Galaxy Digital Signage Service comes from a party other than Galaxy Digital Signage, please use the contact information on your bill.
(f) Collection Costs. If you fail to pay amounts you owe us, you may be subject to collections by Galaxy Digital Signage or your account may be referred to a third-party collection agency. To the extent permitted by law, you will pay us any costs and fees we reasonably incur to collect amounts you owe us.
3. CUSTOMER INFORMATION
(a) Representations. You represent that you are at least 18 years of age and a resident of the United States.
(b) Contact Information. You agree to provide true, accurate, current and complete contact information about yourself, and maintain and promptly update your contact information to keep it true, accurate and complete. If you or an Authorized User choose to provide a cellular telephone number on your account, you and/or such Authorized User acknowledge and consent that we may place calls to such cellular phone for business purposes, including collections calls. Permission is also granted for us to send non-marketing service or account-related text messages to such cellular phone. Carrier message and data rates may apply but, on some text message programs, you may opt-out of a text message program by replying “stop” to a message from that program (visit GalaxyDigitalSignage.com for information).
(c) Online Access. You are responsible for maintaining the confidentiality of the password and account e-mail address used for online billing and account maintenance at GalaxyDigitalSignage.com and are fully responsible for all activities that occur under your password and account. You agree to (i) keep your e-mail address and password confidential and not share them with anyone else; (ii) immediately notify Galaxy Digital Signage of any unauthorized use of your password and account or other breaches of security and (iii) use only your e-mail address and password to log in to GalaxyDigitalSignage.com.
(d) Authorized User(s). You may authorize designated persons to act on your behalf in managing your account, including changing or adding equipment and services, in two ways: (i) by providing such person access to your confidential account password, or (ii) updating your account information to add authorized user(s). If your account is password-protected, the password must be provided to engage in most account management functions. You agree to immediately notify Galaxy Digital Signage if your password has been compromised and/or you wish to remove an authorized user from your account; in the absence of such notification, you are responsible for activities on your account using your password or by persons listed as authorized users.
4. CHANGES IN CONTRACT TERMS
We reserve the right to change the terms and conditions on which we offer Service. If we make any such changes, we will send you a copy of your new Customer Agreement containing its effective date. You always have the right to cancel your Service, in whole or in part, at any time, and you may do so if you do not accept any such changed terms or conditions. See Sections 5(b), (d) and (e) below. If you elect not to cancel your Service after receiving a new Customer Agreement, your continued receipt of Service constitutes acceptance of the changed terms and conditions. If you notify us that you do not accept such terms and conditions, then we may cancel your Service as provided in Section 5, as we cannot offer Service to different customers on different terms, among other reasons.
5. CANCELLATION
(a) Term. The term of this Agreement is indefinite and Service will continue until canceled as provided herein. Unless you notify us that you wish to cancel it, we will automatically renew the Service that you subscribe to on a periodic basis, including any monthly or annual subscriptions as long as we continue to carry the Service.
(b) Your Cancellation. You may cancel Service by notifying us. You may be charged a deactivation fee as described in Section 2 and issued a credit as described below. Your notice is effective on the day we receive it. You will still be responsible for payment of all outstanding balances accrued through that effective date. In addition to any deactivation or change of service fees provided in Section 2, if you cancel Service or change your Service package, you may be subject to an early cancellation fee if you agreed to a service agreement with Galaxy Digital Signage and have failed to maintain the required service package for the required period of time. For Services sold only in blocks of one month or multiples of one month, if you cancel such Service, we will credit you only for full months not used. For example, if you subscribe for a year of such Service from January through December but cancel on March 10, we will credit you for the subscription fees for April through December. However, we will not credit any fees for January through March.
(c) Our Cancellation. We may cancel your Service at any time if you fail to pay amounts owing to us when due, subject to any grace periods; breach any other material provision of this Agreement; or act abusively toward our staff. In addition, we may cancel your Service if you elect not to accept any changed terms described to you, as provided in Section 4. Upon cancellation, you will still be responsible for payment of all outstanding balances accrued through the effective date, which may include the deactivation fee described in Section 2 and/or an early cancellation fee.
(d) Credit Balances. When your account is closed, we will review your account and refund any excess monetary payments. Retention or similar credits may not be refunded.
(e) Payment Upon Cancellation. You acknowledge that you have provided your credit or debit card account information to us. You understand that you will incur fees and charges as a result of your receipt and use of Service and/or Receiving Equipment, and may incur early cancellation fees and/or equipment non-return fees (as specified in any lease, programming or other service commitment agreement you entered into). By giving us your credit or debit card account information at any time, you authorize us to apply this method of payment, in accordance with applicable law, to satisfy any and all amounts due upon cancellation. You also acknowledge and agree that you are required to maintain current credit or debit card information with us and agree to notify us whenever there is a change in such information, such as a change in the card number or the expiration date and additionally, that Galaxy Digital Signage may obtain such updated information through payment card networks, card issuers or other third-party sources.
6. PERSONAL DATA
We collect personally identifiable information about our customers (“Personal Data”). The use and disclosure of this Personal Data are governed by our Privacy Policy and, to the extent not inconsistent with the Privacy Policy, by this Agreement. A copy of our Privacy Policy is available at GalaxyDigitalSignage.com. We will also send you a copy if you send your written request to this address: Galaxy Digital Signage Privacy Policy, P.O. 1220 Rosecrans St, Suite 950, San Diego, CA 92106.
7. LIMITS ON OUR RESPONSIBILITY
(a) Service Interruptions. Service may be interrupted from time to time for a variety of reasons. We are not responsible for any interruptions of Service that occur due to acts of God, power failure or any other cause beyond our reasonable control. However, because we value our customers, for an interruption of a significant length of time that is within our reasonable control, upon your request we will provide what we reasonably determine to be a fair and equitable adjustment to your account to make up for such Service interruption. THIS WILL BE YOUR SOLE REMEDY AND OUR SOLE DUTY IN SUCH CASES.
(b) WARRANTY DISCLAIMER. EXCEPT AS PROVIDED HEREIN, WE MAKE NO WARRANTY REGARDING ANY SERVICE OR YOUR SIGNAGE EQUIPMENT, WHICH IS PROVIDED AS IS. ALL SUCH WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SIGNAGE EQUIPMENT AND ARE RESPONSIBLE FOR THE ENTIRE COST OF ANY NECESSARY REPAIR.
(c) Limitations of Liability. WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES OR LOSSES RELATING TO THE SIGNAGE EQUIPMENT OR ANY SERVICE, WHETHER BASED ON NEGLIGENCE OR OTHERWISE. Some states or jurisdictions do not allow the exclusion or limitation of consequential damages, so the above limitation may not apply to you.
(d) Warranty Services. You agree that this Agreement does not provide for, and the Service does not include, any warranty services or other services that we might provide separately, including, without limitation, any fee-based or other programs.
8. RESOLVING DISPUTES
In order to expedite and control the cost of disputes, you and we agree that any legal or equitable claim relating to this Agreement, any addendum, or your Service (referred to as a “Claim”) will be resolved as follows:
(a) Informal Resolution. We will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding (except for Claims described in Section 8(d) below) for at least 60 days after one of us notifies the other of a Claim in writing. You will send your notice to the address on the first page of this Agreement, and we will send our notice to your billing address.
(b) Formal Resolution. Except as provided in Section 8(d), if we cannot resolve a Claim informally, any Claim either of us asserts will be resolved only by binding arbitration. The arbitration will be conducted under the rules of JAMS that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”) and under the rules set forth in this Agreement. If there is a conflict between JAMS Rules and the rules set forth in this Agreement, the rules set forth in this Agreement will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law. If you decide to initiate arbitration, we agree to pay the arbitration initiation fee and any additional deposit required by JAMS to initiate your arbitration. We also agree to pay the costs of the arbitration proceeding. Other fees, such as attorney’s fees and expenses of travel to the arbitration, will be paid in accordance with JAMS Rules. The arbitration will be held at a location in San Diego, CA unless you and we both agree to another location or telephonic arbitration. To start an arbitration, you or we must do the following things:
(1) Write a Demand for Arbitration. The demand must include a description of the Claim and the number of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com.
(2) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to:
JAMS
500 North State College Blvd., Suite 600
Orange, CA 92868
1-800-352-5267
3) Send one copy of the demand for arbitration to the other party.
(c) Special Rules. (i) In the arbitration proceeding, the arbitrator has no authority to make errors of law, and any award may be challenged if the arbitrator does so. Otherwise, the arbitrator’s decision is final and binding on all parties and may be enforced in any federal or state court that has jurisdiction. (ii) Neither you nor we shall be entitled to join or consolidate claims in arbitration by or against other individuals or entities, or arbitrate any claim as a representative member of a class or in a private attorney general capacity. Accordingly, you and we agree that the JAMS Class Action Procedures do not apply to our arbitration. A court may sever any portion of Section 8 that it finds to be unenforceable, except for the prohibition on class, representative and private attorney general arbitration.
(d) Exceptions. Notwithstanding the foregoing: (i) any dispute involving a violation of the Digital Millennium Copyright Act, 17 U.S.C. § 1201, or the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521, or any other statement or law governing theft of service, maybe decided only by a court of competent jurisdiction. You may also assert an individual action in small claims court in lieu of arbitration.
9. MISCELLANEOUS
(a) Notice. Notices to you will be deemed given when personally delivered, addressed to you at your last known address and deposited in the U.S. Mail (which may include inclusion in your billing statement), or sent via internet to the e-mail address you provided us or sent via satellite to your receiver or delivered when a voice message is left at the telephone number on your account. Your notices to us will be deemed given when we receive them at the address or telephone number on the first page of this Agreement.
(b) Applicable Law. The interpretation and enforcement of this Agreement and any disputes related to your agreements or service with Galaxy Digital Signage shall be governed by the rules and regulations of the applicable federal laws, and the laws of the state and local area where Service is provided to you. This Agreement is subject to modification if required by such laws. Notwithstanding the foregoing, Section 8 shall be governed by the Federal Arbitration Act.
(c) Assignment of Account. We may assign your account or this Agreement and all rights and/or obligations hereunder to any third party without notice for any purpose, including, without limitation, collection of unpaid amounts, or in the event of an acquisition, corporate reorganization, merger or sale of substantially all of the party’s assets to another entity. You hereby consent to such assignment. You must continue making all required payments to us in accordance with your billing statement unless notified otherwise.
(d) Other. This Agreement and any or other service commitment agreement that you entered into in connection with obtaining Service or Receiving Signage Equipment constitute our entire agreement. No salesperson or other representative is authorized to change it. If any provision is declared by a competent authority to be invalid, that provision will be deleted or modified to the extent necessary, and the rest of the Agreement will remain enforceable. The terms of this Agreement that expressly or by their nature survive termination shall continue thereafter until fully performed.
THANK YOU.
©2014 GALAXY DIGITAL SIGNAGE. Galaxy Digital Signage is a trademark of GALAXY DIGITAL SIGNAGE, LLC.