Terms and Conditions of Use

I. The Provider declares

• a)That it is an individual of Mexican nationality, of legal age, with full legal capacity to be bound under the terms of this instrument.
• b)That it is registered with the Federal Taxpayer Registry and has the technical, material and human capacity necessary to provide the Service.
• c)That it designates as its domicile the one located at Avenida Venustiano Carranza number 1602, interior C, Colonia Residencial Esmeralda, Colima, Colima, Mexico, postal code 28017, and as its means of contact the electronic mail account contacto@ovenlabs.io.
• d)That the stated domicile is of a tax and administrative nature, and that customer service is provided by remote means and, where applicable, at the Customer’s establishments.

II. The Customer declares

• a)That it is of legal age and has full legal capacity to be bound under the terms of this instrument or, in the case of a legal entity, that its representative has sufficient powers to do so, which have not been revoked or limited in any manner.
• b)That the information provided upon registration is true, complete and current, and undertakes to keep it so throughout the term of the contractual relationship.
• c)That it carries out business activities and contracts the Service for purposes related to such activities, and not as an end consumer.
• d)That it is aware of the scope, characteristics and limitations of the Service, and that the Service meets its needs.

III. Both parties declare

That they mutually acknowledge the capacity in which they appear and that it is their will to be bound in accordance with the following clauses.

For the purposes of these Terms:

• I.Platform: the ScreenAds web application, accessed by the Customer from a computer in order to administer its account, locations, screens and content.
• II.Roku Application: the ScreenAds application installed on a Roku device, the sole function of which is the playback of content scheduled from the Platform.
• III.Device: each Roku unit paired with the Customer’s account.
• IV.Screen: each playback point associated with a Device.
• V.Location: each of the Customer’s establishments registered on the Platform.
• VI.Customer Content: the image, video, text, logo and other files that the Customer uploads to the Platform.
• VII.Plan: the subscription tier contracted by the Customer, in accordance with Clause Six.

The Provider undertakes to make the Service available to the Customer, consisting of a digital signage solution by means of which the Customer uploads and schedules content of its own property on the Platform, for playback on the Screens located at its Locations through the Roku Application.

For its part, the Customer undertakes to pay the agreed consideration and to use the Service in accordance with these Terms.

The parties expressly acknowledge that:

• I.The Roku Application constitutes a player only. It does not permit account administration, content upload or information retrieval from the Device.
• II.The Provider does not supply, license or commercialize any content. All content played is the exclusive responsibility of the Customer.
• III.The Service displays no third-party advertising. Should the Provider in the future introduce a free, advertising-funded tier, it shall constitute a separate offering, voluntarily contracted and previously announced, and existing paid Plans may not be converted into advertising-supported tiers without the Customer’s express consent.
• IV.The Provider does not sell, lease or supply equipment. The Device, the physical screen, the Roku account, the electrical supply and the internet connection are the exclusive responsibility of the Customer.

The Customer is responsible for the accuracy of its account information, for the confidentiality of its access credentials, and for all operations carried out through them.

The Customer undertakes to notify the Provider immediately, by communication addressed to contacto@ovenlabs.io, of any unauthorized use of its account of which it becomes aware. The Provider shall not be liable for damages arising from breach of this obligation.

One account corresponds to one business. As of the date hereof, the Service does not provide for the creation of separate users with differing permission levels within a single account, and therefore the Customer is responsible for the use its personnel makes of the credentials it provides to them.

Each Device is linked to the Customer’s account by means of a pairing code that the Customer generates from the Platform for a given Screen and subsequently enters in the Roku Application. Such code is single-use and of limited validity, and requesting a new one invalidates any previous unused codes.

The pairing code and the credential it delivers to the Device are the Customer’s responsibility: whoever holds them can play content on the associated Screen.

The Customer undertakes to pair only Devices under its control and located at establishments it operates or in respect of which it holds the express authorization of the owner.

The Customer may unpair any Device at any time from the Platform, in which case its access is revoked immediately. Pairing a new Device to the same Screen automatically revokes the previous one.

The Service is offered through subscription Plans distinguished by the number of Locations, the number of Screens and the storage space included. The Plans in force and their characteristics are those communicated in writing to the Customer at the time of contracting and form an integral part of these Terms.

The Platform displays to the Customer its usage against the limits of the contracted Plan. The Provider shall not suspend playback of previously published content by reason of a limit having been reached; where a limit is exceeded on a sustained basis, the Provider shall notify the Customer in order to adjust the Plan accordingly.

The Customer may request modification of its Plan at any time by communication addressed to the Provider. Upgrades shall take effect once confirmed, with the corresponding pro rata adjustment; downgrades shall take effect at the beginning of the following billing period.

• I.The prices in force are those communicated in writing to the Customer at the time of contracting and are expressed in Mexican pesos.
• II.The subscription is billed in advance and is automatically extended at the end of each period, unless the Customer cancels prior to the renewal date.
• III.The Provider may amend prices, giving notice to the Customer by electronic mail no less than 30 calendar days in advance. The new price shall apply from the following renewal. Should the Customer not agree, it may cancel the subscription prior to such date.
• IV.Payment may be made (i) by card, through the payment platform of Stripe, Inc. and its affiliates ("Stripe"), a specialized external provider that captures and processes payment method data in its own forms and under its own terms and privacy policy, in which case the subscription fee is charged automatically at the start of each period; or (ii) by bank transfer or other means agreed between the parties, recorded manually by the Provider. The Provider does not collect or store the Customer’s payment method data; it only keeps the customer and subscription identifiers assigned by Stripe, together with the amount, date, period and outcome of each charge. A Customer paying by card may change the payment method, change plan or cancel from the payment portal available in the "Billing" section of its panel.

• I.The Provider shall issue a digital tax invoice in respect of all transactions.
• II.A Customer requiring a tax invoice bearing its details must provide them completely and correctly within the same calendar month in which the charge was generated. After that period, the transaction shall be covered by an invoice issued to the general public, and issuance of a nominative invoice shall no longer be possible.
• III.Where the Customer is a legal entity and tax legislation in force obliges it to apply withholdings on payment, such withholdings shall be reflected in the corresponding tax invoice and the Customer shall be obliged to remit them to the competent authority in accordance with law.

Should a charge fail to complete for any cause attributable to the Customer, the Provider shall so notify the Customer, which shall have a period of 15 calendar days to regularize its position. During that period the Service shall continue to operate normally.

Upon expiry of that period without the debt having been settled, the Provider may suspend access to the Platform and playback on the Customer’s Screens until payment is made, without any liability for the Provider.

During suspension, the Customer’s data and Content are retained in accordance with the period set out in Clause Ten, so that the Customer may reactivate the account by settling the outstanding amount.

• I.The contractual relationship shall have the term of the contracted subscription period and shall be extended automatically in accordance with Clause Seven.
• II.The Customer may cancel its subscription at any time from the "Billing" section of its panel or by communication addressed to contacto@ovenlabs.io. Cancellation shall take effect at the end of the period already paid for, the Customer retaining the Service until that date. No refund shall be due in respect of partial periods already commenced, save as otherwise provided by law or in the event of a prolonged interruption attributable to the Provider.
• III.The Provider may suspend or terminate the contractual relationship, without any liability, where the Customer commits a serious or repeated breach of these Terms, where use of the Service endangers the security of the Platform or of third parties, or where ordered by a competent authority. Save in cases of immediate risk or manifestly unlawful content, the Provider shall give prior notice and a reasonable period to remedy.
• IV.Upon termination of the contractual relationship, the Provider shall retain the account and the Customer Content for 90 calendar days, within which period the Customer may reactivate it or request a copy of its content. Upon expiry of such period, the information shall be permanently deleted. Where the Customer expressly requests early deletion, it shall be carried out immediately, except for such data as tax regulations require to be retained.

I. Ownership. The Customer Content is and shall remain the property of the Customer. The Provider acquires no ownership right over it.

II. License. The Customer grants the Provider a limited, non-exclusive, worldwide, revocable and royalty-free license to host, store, copy, transcode, transmit and play the Customer Content, for the sole purpose of providing the Service. Such license shall terminate when the Customer deletes the content or upon expiry of the retention period set out in Clause Ten.

III. Customer representations. Upon uploading content, the Customer represents and warrants that:

• a)It holds the corresponding rights or has the necessary licenses and authorizations, including those relating to music, typefaces, photographs, audiovisual works and third-party trademarks;
• b)It has the consent of any identifiable persons appearing in such content;
• c)The content complies with applicable legislation, including regulations on advertising, health, consumer protection and personal data protection.

IV. Personal data. Where the Customer Content incorporates personal data of third parties, the Customer shall act as controller of such processing and the Provider as processor, in accordance with the ScreenAds Privacy Policy.

V. Technical requirements. The Customer acknowledges that Roku Devices play video only in MP4 format with H.264 and AAC codecs, and that the Platform rejects files that do not meet that requirement or that exceed the supported resolutions.

The Customer undertakes to refrain from uploading or playing content that:

• I.Is unlawful or promotes the carrying out of unlawful activities;
• II.Infringes intellectual or industrial property rights or any other rights belonging to third parties;
• III.Is discriminatory, violent, sexually explicit or incites hatred;
• IV.Constitutes misleading or abusive advertising under consumer protection legislation;
• V.Promotes gambling, controlled substances or products whose advertising is restricted, without complying with the applicable legal requirements;
• VI.Contains malicious code of any nature.

The Provider does not carry out prior review or moderation of content: the Service is automatic and what the Customer schedules is played without the Provider’s intervention. Nevertheless, the Provider may remove content where there is a substantiated complaint, an order from a competent authority, or evident breach of this Clause, notifying the Customer of the corresponding cause.

The Customer is prohibited from:

• I.Accessing the Platform without authorization or attempting to breach its security measures, as well as accessing accounts, screens or data not belonging to it;
• II.Using the Service to attack, overload or interfere with third-party systems, or subjecting it to artificial loads;
• III.Reverse engineering, decompiling, disassembling or extracting the source code of the Platform or of the Roku Application;
• IV.Reselling, sublicensing or providing the Service to third parties under its own account, without prior written agreement with the Provider;
• V.Sharing its access credentials with persons outside its business;
• VI.Using the Service for purposes other than the playback of content at its own establishments.

The Platform, the Roku Application, their source code, design, interface and documentation, as well as the distinctive signs ScreenAds and ovenlabs.io, are the property of the Provider and are protected by applicable intellectual and industrial property legislation.

Contracting the Service grants the Customer a limited, personal, revocable and non-transferable right of use, without implying any transfer of ownership.

The Provider undertakes to use commercially reasonable best efforts to keep the Service available and functioning correctly. The Provider does not guarantee uninterrupted or error-free availability of the Service nor any specific availability percentage, unless agreed in writing under a separate service level agreement.

The Service may be interrupted for scheduled maintenance, which shall be announced in advance wherever possible; for emergency maintenance; for failures attributable to infrastructure providers or to the platform of Roku, Inc.; or for failures in the Customer’s electrical supply or internet connection.

Support is provided through the electronic mail account contacto@ovenlabs.io on business days and during business hours.

The Roku Application is distributed through the platform operated by Roku, Inc. That company is not a party to these Terms, does not provide the Service and assumes no liability whatsoever in respect of it.

Use of the Device, of the operating system and of the application store of Roku, Inc. is governed by that company’s own terms and policies, compliance with which is the exclusive responsibility of the Customer.

Any claim relating to the Service must be addressed to the Provider and in no case to Roku, Inc.

To the maximum extent permitted by applicable legislation:

• I.The Service is provided as is and as available, without implied warranties of merchantability or fitness for a particular purpose.
• II.The Provider shall not be liable for indirect, incidental or consequential damages, including without limitation loss of sales, loss of profits, loss of business opportunities or reputational harm, arising from the failure to play content on one or more Screens, from interruptions of the Service, or from the content uploaded by the Customer.
• III.The total aggregate liability of the Provider for any claim relating to the Service shall not exceed the amount actually paid by the Customer during the 3 months preceding the event giving rise to the claim.

The provisions of this Clause do not limit liability arising from willful misconduct nor any liability that may not be limited under law.

The Customer undertakes to hold the Provider harmless and to indemnify it in respect of any third-party claim, demand, proceeding or penalty arising from:

• I.The Customer Content;
• II.Breach of these Terms;
• III.Use of the Service in contravention of applicable legislation.

The indemnity shall cover reasonable legal costs and fees incurred by the Provider in connection with such events.

The processing of personal data is governed by the ScreenAds Privacy Policy, which forms an integral part of these Terms.

The Provider may amend these Terms. The version in force shall be permanently published at https://screenads.ovenlabs.io/en/terms (abre en una pestaña nueva), indicating the date of its last update.

Material amendments shall be notified to the Customer by electronic mail no less than 15 calendar days prior to their entry into force. Continued use of the Service after such date shall constitute acceptance of the amendments. Should the Customer not agree, it may cancel the subscription before the amendments take effect, without penalty.

Neither party shall be liable for failure to perform its obligations where such failure arises from unforeseeable circumstances or force majeure, including natural disasters, widespread interruptions of electrical supply or internet, acts of authority, labor disputes or failures of infrastructure providers.

The parties designate as their means for receiving notices their registered electronic mail accounts: for the Provider, contacto@ovenlabs.io; for the Customer, the account associated with its registration on the Platform.

Any notice shall be deemed given on the business day following its dispatch. It is the Customer’s obligation to keep its electronic mail account current.

• I.Severability. Should any provision of these Terms be declared null or invalid, the remaining provisions shall remain in full force.
• II.No waiver. Failure by either party to exercise a right shall not constitute a waiver thereof.
• III.Assignment. The Customer may not assign the rights and obligations arising from these Terms without the prior written consent of the Provider.
• IV.Entire agreement. These Terms, together with the Privacy Policy and the Plans communicated to the Customer, constitute the entire agreement between the parties in respect of the Service, superseding any prior agreement or communication on the matter.

These Terms are governed by the laws of the United Mexican States.

For the interpretation, performance and enforcement of these Terms, the parties expressly submit to the jurisdiction and competence of the courts of the city of Colima, Colima, waiving any other venue that might correspond to them by reason of their present or future domicile, or for any other cause.

The foregoing is without prejudice to the rights granted to the Customer by consumer protection legislation where applicable, and to any mandatory provisions that apply where the Customer resides outside the United Mexican States.