Terms and Conditions

THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) OUTLINE THE PROVISIONS GOVERNING THE ACCESS AND USE OF THE AISCREEN SIGNAGE SERVICE (“SERVICE”) PROVIDED BY AISCREEN (“AISCREEN,” “US,” “WE,” “OUR”) THROUGH THE WEBSITE AISCREEN.IO (“WEBSITE”). IT IS IMPORTANT THAT YOU CAREFULLY READ AND COMPREHEND THESE TERMS. BY CLICKING THE “SIGN UP” BUTTON, YOU CONFIRM THAT YOU UNDERSTAND AND ACCEPT THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR EMPLOYER OR AS AN EMPLOYEE, YOU CERTIFY THAT YOU HAVE THE AUTHORITY TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER, AND THESE TERMS EQUALLY APPLY TO YOUR EMPLOYER. YOU ACKNOWLEDGE THAT THESE TERMS HOLD THE SAME ENFORCEABILITY AS A NEGOTIATED AGREEMENT SIGNED BY YOUR EMPLOYER. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DISCONTINUE USING THE SERVICE IMMEDIATELY.

WE RECOMMEND THAT YOU PRINT AND RETAIN A COPY OF THESE TERMS FOR FUTURE REFERENCE.

1. Definitions

  • “Billing Period” refers to the definition mentioned in clause 4.1.
  • “Contract” represents the agreement between us and you for the provision of the Service, incorporating these Terms, the Data Processing Schedule, the Service Level Agreement, and your online registration form.
  • “Content” encompasses all data, files, documents, multimedia files, third-party links, images, videos, and any other information or material (in any format) submitted by you or the Users to the Service.
  • “Data Processing Schedule” refers to the Data Processing Schedule outlined in Schedule 1 of these Terms.
  • “Fee” signifies the per Paired Screen fee that you are obligated to pay for utilizing the Service, as specified on the Website or agreed upon between us and you in writing.
  • “Free Trial” carries the meaning ascribed in clause 8.1.
  • “Hardware” pertains to your computer, laptop, or any other device used for accessing the Service.
  • “Intellectual Property Rights” include all intellectual property rights such as performer’s reproduction rights, performer’s distribution rights, performer’s rental rights, and performer’s lending rights (collectively known as “Performer’s Property Rights”), patents, utility models, trade and service marks, trade names, domain names, rights in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets, know-how, and any similar or equivalent rights or forms of protection worldwide.
  • “Login Details” refer to the unique username and password required for all Users to access the Service.
  • “Minimum Requirements” denote the specified minimum specifications for your Hardware necessary to utilize the features and functionality of the Service, as stated on the Website periodically.
  • “Network” signifies the electronic communications network utilized by us to provide the Service.
  • “Pair” or “Paired” denotes a Screen that you have registered with the Service, enabling you to view your Content on the Screen using your Hardware.
  • “Purpose” signifies the act of using, copying, compressing, modifying, and transmitting the Content to provide you with the Service and fulfill our obligations under these Terms.
  • “Screen” represents any television, monitor, or other supported device through which the Service allows you to display your Paired Content using your Hardware.
  • “Service” refers to the digital signage service offered by us to you through the Website.
  • “Use” implies accessing the Service solely for your organization’s internal business purposes.
  • “User” denotes an individual employee of your organization who has been granted permission to use the Service and has been provided with the Login Details.

2. Information About AIScreen And The Service

2.1: The Service is specifically designed for commercial use. If you have the intention to utilize the Service for private, non-commercial purposes, we kindly request you to reach out to us via the email address specified in clause 16.

3. Registration

3.1: To access and utilize the Service, you must complete the online registration form available on the Website. By completing this registration form, you give your consent for us to carry out verification and security procedures regarding the information provided.

3.2: Once you have filled out and submitted the online registration form on the Website, you will receive a confirmation email (“Confirmation Email”) acknowledging your registration with us.

3.3: You guarantee that the information provided by you is true, accurate, and complete. It is your responsibility to promptly notify us of any changes to the provided information.

3.4: You are obligated to maintain the confidentiality and security of your Login Details, as well as ensure that all Users do the same. We retain the right to disable your Login Details and suspend your access to the Service, without prejudice to our other rights and remedies, if there are reasonable grounds to believe that any User has violated the provisions outlined herein.

4. Formation And Termination Of Your Contract

4.1: The commencement of your Contract with us will be the date when we send you the Confirmation Email. The Contract will remain in effect during the Free Trial period and, unless terminated as outlined in clause 8, it will automatically renew for recurring periods of either one (1) month or one (1) year (referred to as a “Billing Period”), based on your selected option. This renewal will continue unless either party terminates the Contract in accordance with these Terms.

4.2: You have the right to terminate your Contract at any time by providing written or email notice to the postal or email address specified in clause 16. The termination notice should expire at the end of the Free Trial or the relevant Billing Period (if applicable) in which we receive your termination notice. Please note that no refund of Fees paid will be provided in such circumstances.

4.3: You may also terminate this Contract (by providing ten (10) days’ written or email notice to the postal or email address provided in clause 16) if we commit a significant breach of this Contract. In such cases, we will refund you a proportionate part of any prepaid Fees.

4.4: We reserve the right to give you notice to terminate your Contract and your access to the Service at any time, with the termination becoming effective at the end of the current Billing Period.

4.5: We may immediately suspend or terminate your access to the Service upon notice to you in the following circumstances:

4.5.1: Third-party services and network providers cease to make their services or networks available to us.

4.5.2: You fail to comply with one or more of these Terms.

4.5.3: We have reason to believe there has been fraudulent use, misuse, or abuse of the Service’s features and functionalities (in whole or in part).

4.5.4: We have reason to believe you have provided us with false, inaccurate, or misleading information. It is important to note that no Fees will be refunded in the event of termination by us in accordance with sections 4.5.2-4.5.4.

4.6: Upon termination of your Contract in accordance with this clause 4, your and any User’s access to the Website and the Service will cease, and Content will no longer be accessible through the Service. We may retain copies of your Content and/or other data (including any User’s data) available through the Service for auditing, tax purposes, or as required by applicable law. Rest assured that these copies will always be kept confidential.

5. Access To The Service And Support

5.1: In exchange for the payment of applicable Fees, we grant you a non-exclusive, non-transferable (without the right to sublicense) license to Use the Service for the duration of your Contract. This license also permits Users to Use the Service. You acknowledge that you are responsible for all Use of the Service by Users, and it is your responsibility to ensure that all Users are aware of and comply with these Terms. You will be held liable for any breach of these Terms by a User as if it were your own breach.

5.2: The Service allows you and your Users to Pair Screens to view Content. While there is no limit to the number of Screens that can be Paired, we reserve the right to impose restrictions on the number of Screens you can have Paired at any given time, and we will notify you of such restrictions. You have the flexibility to Pair or unpair Screens as needed.

5.3: We make reasonable efforts to ensure that the Service is available to you and the Users at all times. However, we cannot guarantee uninterrupted or fault-free service.

5.4: Our ability to provide the Service may be affected by circumstances beyond our control, such as third-party service providers, geographical or atmospheric conditions, physical obstructions, software and hardware features of your computer, operating system, and the number of other users accessing the Service simultaneously. We will take reasonable measures to minimize disruptions caused by such circumstances, but you acknowledge and accept that some interruptions may be unavoidable.

5.5: The Network is not under our control and may undergo upgrades, modifications, maintenance work, or other changes by the network owner. These circumstances may result in temporary unavailability of the Service. For more information on our Service Level Agreement, please refer to this link.

5.6: We employ industry-standard security measures to protect the information, data, and content handled by our Service against loss, misuse, and alteration. However, you acknowledge and agree that we cannot guarantee the complete security of such information, data, and content, nor can we guarantee that our security measures will prevent unauthorized access or viewing of such information, data, and content. Nevertheless, we make reasonable efforts to prevent such actions and unauthorized access.

5.7: We reserve the right to make changes to the Service or its components at our sole discretion. This includes updates, additions, removals, modifications, and variations of any features or functionalities of the Service. If significant changes are made to the Service that you are dissatisfied with, you have the right to terminate the Contract immediately.

5.8: We offer support services for your Use of the Service throughout the duration of your Contract, available 24 hours a day, Monday to Friday (excluding UK and US bank and public holidays). These support services include:

5.8.1: Advice on how to Use the Service.

5.8.2: Diagnosis of Service interruptions (“Faults”).

5.9: Fault diagnosis is contingent upon you or a User providing a clear and accurate description of the Fault requiring support. This description should include the circumstances in which the Fault occurred, the specific area of the Service affected by the Fault, and any other relevant information needed to address the Fault.

5.10: Upon receiving a description in accordance with clause 5.9, we will make reasonable efforts to resolve the Faults within a reasonable timeframe, as specified in our Service Level Agreement.

5.11: The support services outlined in this clause 5 do not cover the diagnosis and rectification of Faults resulting from:

5.11.1: Use of the Service in a manner that does not comply with these Terms or using the Service for purposes it was not designed for.

5.11.2: Faults caused by your or a third party’s software, hardware, network connections, applications, or any upgrades related to them.

5.11.3: Faults resulting from equipment or other software that operates in conjunction with or integrates with the Service.

6. Your Obligations

6.1: You acknowledge that you are solely responsible and liable for all activities on the Website and the Use of the Service, including the activities of your Users. You will be held liable for any breach of these Terms by a User as if you had committed the breach.

6.2: You agree to promptly notify us in the event of a security breach or any unauthorized use of your Login Details.

6.3: You are responsible for ensuring that any Content you submit is not offensive, illegal, inappropriate, or in violation of the following:

6.3.1: It does not promote racism, bigotry, hatred, or physical harm towards any individual or group.

6.3.2: It does not harass or advocate harassment of another person.

6.3.3: It does not display pornographic or sexually explicit material.

6.3.4: It does not promote abusive, threatening, obscene, defamatory, or libelous conduct.

6.3.5: It does not promote illegal activities.

6.3.6: It does not provide instructions for illegal activities, such as violating someone’s privacy or creating computer viruses.

6.3.7: It does not contain inaccurate, false, or misleading information.

6.3.8: It does not promote contests, sweepstakes, or pyramid schemes without our prior written consent.

6.3.9: It does not contain any virus or other device that may disrupt or adversely affect the operation of the Website.

6.3.10: It does not infringe upon any Intellectual Property Rights or other proprietary rights of third parties.

6.4: Throughout the duration of the Contract, you grant us a non-exclusive, worldwide, royalty-free license to use the Content and other materials submitted by you or your Users solely for the Purpose.

6.5: You acknowledge that the Service does not verify the rights and restrictions applicable to any Content. If you do not own the Content, you are responsible for verifying the relevant license rights and restrictions. We are not liable for any losses, damages, costs, or expenses incurred by you in relation to your use of any Content through the Service.

6.6: You warrant and represent that you own, are licensed, or have the right to use all Intellectual Property Rights in the Content you submit to the Service. You agree to indemnify and hold us harmless against any damages, losses, costs, and expenses (including reasonable legal expenses) arising from any claim made against us by a third party related to our use or possession of the Content in accordance with these Terms.

6.7: You agree to the following terms and ensure that your Users comply with them:

6.7.1: Do not use Login Details with the intention of impersonating another individual.

6.7.2: Do not allow anyone other than a User to use your Login Details.

6.7.3: Do not engage in any activities that may impair, interfere with, damage, or cause harm or distress to anyone using the Service, the Website, or the Network.

6.7.4: Do not use the Website and/or the Service in a way that infringes upon the intellectual property rights or other rights of any third parties.

6.7.5: Use any information obtained through the Service and/or the Website only in accordance with these Terms.

6.7.6: Comply with our instructions and policies regarding the Website and your Use of the Service.

6.7.7: Cooperate with any reasonable security or mandatory legal checks or requests for information made by us.

6.7.8: Use the information made available to you through the Service and the Website at your own risk.

6.8: In the event that you or any User breaches any of the terms

7. Fees And Payment

7.1: All Fees are invoiced in advance and are based on the number of Screens you have Paired at the beginning of the current Billing Period.

7.2: If you decide to pair additional Screen(s) during a Billing Period, you will be required to pay additional Fees for those Screen(s). The additional Fees will be calculated on a pro-rata basis, considering the remaining duration of the Billing Period.

7.3: There will be no reduction or refund of Fees if you unpair any Screen(s) during the Billing Period.

7.4: Unless otherwise agreed in writing, all Fees are non-refundable.

7.5: Any invoices issued are payable within thirty (30) days from the invoice date. Failure to make payment by the due date may result in access being withheld and/or termination of the Contract. If you wish to terminate the Contract, you must follow the procedure outlined in clause 4.

7.6: We reserve the right to increase the Fees at any time by providing written notice. The increased Fees will take effect from the start of the next Billing Period following the notice. If you do not wish to accept the future Fee increase, you have the option to terminate the Contract before the next Billing Period begins.

7.7: All Fees stated are exclusive of any applicable VAT or sales tax, which will be added at the applicable rate.

8. Free Trial

8.1: We provide a one-time free trial of the Service for a specific period mentioned on the Website. During the Free Trial, certain restrictions and limited functionality may apply to the Service, such as a limit on the number of Screens that can be paired.

8.2: Once the Free Trial expires, you have the option to either (i) continue accessing and using the Service by paying the applicable Fees, or (ii) discontinue access and use of the Service.

8.3: If you participate in the Free Trial, you agree that we have the right to send you communications, notices, and news about the Service to the email address you provided, as well as any alternate email address you may have provided.

8.4: We reserve the right to modify, cancel, or limit the Free Trial offer at any time.

8.5: If you choose not to continue using the Service after the Free Trial period, you understand and agree that all Content will no longer be accessible through the Service upon the expiration of the Free Trial.

9. Fair Usage Policy

9.1: You are allowed to pair one screen per license, unless you are using multiple screens in immediate proximity (referred to as a “video wall”), in which case they can be considered as one screen under the license. However, you need to have the necessary hardware for this setup. It is important to note that you are not permitted to split the signal from one device to power multiple screens that are not in immediate proximity without purchasing additional licenses for each screen.

9.2: Our Broadcast and AIScreen Dashboards features are designed and priced based on typical organizational usage. For example, continuous 24/7 broadcasting or displaying a large number of different dashboards in succession on a single screen would not be considered normal usage.

9.3: If you are using Space-Based Billing and have accounts on different tiers, you are not allowed to use features and functionality that are exclusive to more expensive tiers unless the paired screen has a license for that specific tier.

9.4: If we determine that you are using the service in a manner that exceeds the Fair Usage Policy, we will engage in discussion with you to find a resolution, which may involve applying additional fees.

9.5: If you choose not to modify your usage or pay any additional fees after our communication regarding these Terms, you have the option to discontinue the Service and receive a pro-rata refund for the remaining time in your Billing Period.

9.6: If we are unable to reach a resolution, we reserve the right to terminate your account in accordance with clause 4.

10. Exclusion Of Warranties And Limitation Of Liability

10.1: You confirm that all users accessing the Service are at least 18 years old. You also affirm that you have the legal capacity to enter into and abide by these Terms. Moreover, you agree to adhere to all applicable laws regarding the use of the Service.

10.2: The Service is intended for assisting with content viewing on screens and should not be relied upon as a backup solution. It is your responsibility to ensure you have adequate backup measures for your content. We will not be held liable for any losses or damages incurred due to your failure to implement sufficient backup provisions for your content.

10.3: You acknowledge that we utilize compression techniques to transmit content on screens, which may result in a reduction in the quality of images when viewed. We cannot guarantee the successful pairing of screens, and it may be subject to specific requirements and specifications set by us.

10.4: The Website may contain links to third-party websites. We hold no responsibility for the availability, suitability, reliability, or content of such third-party websites or software. Any utilization of third-party websites is undertaken at your own risk.

10.5: We shall not be held liable for any delays or failures in providing the Service or making the Website accessible that are caused by third parties, including internet service providers, data centers, server hosting companies, and telecommunication providers.

10.6: All warranties, representations, guarantees, conditions, and terms, whether expressed or implied, apart from those explicitly stated in these Terms, are fully excluded to the maximum extent permissible by law. Any information, advice, suggestions, or recommendations provided to you are provided on an “as is” basis.

10.7: Nothing in these Terms excludes, restricts, or limits liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, willful default, any indemnity provided, or any liability that cannot be limited or excluded under applicable law.

10.8: Except as provided in clause 10.7, neither you nor we shall be held accountable for any:

10.8.1: Loss of profits, sales, business, or revenue.

10.8.2: Loss or corruption of data, information, or software.

10.8.3: Loss of business opportunity.

10.8.4: Loss of anticipated savings.

10.8.5: Loss of goodwill.

10.8.6: Special, indirect, or consequential loss, whether resulting from negligence, failure to comply with these Terms, or any other cause.

10.8.7: Subject to clause 10.7, the maximum combined liability of both parties in connection with this Contract, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the fees paid by you to us under the Contract in the twelve (12) months prior to the month in which the event or series of events giving rise to the liability occurred. If less than 12 months have elapsed, the aggregate liability will be limited to the fees paid by you in the first 12 months of your Contract, calculated by averaging the fees paid (or payable) by you during the preceding months.

11. Intellectual Property Rights

11.1: We and/or our licensors possess all rights to the intellectual property related to the Service and the Website. Despite the limited license granted in clause 5.1, we retain exclusive ownership of and all rights to the Service and the Website, along with our licensors, and we reserve all rights associated with them.

11.2: You are explicitly prohibited from:

11.2.1: Reproducing, copying, modifying, transmitting, uploading, or integrating any part of the Service or the Website into other materials.

11.2.2: Removing, altering, or using any registered or unregistered marks, logos, or designs owned by us and/or our licensors. You must refrain from engaging in any activity that may exploit our reputation and goodwill or infringe upon the intellectual property rights owned or licensed to us.

12. Data Protection

12.1: Both parties, we and you, commit to fulfilling our respective obligations as outlined in the Data Processing Schedule 1.

13. Viruses, Hacking And Other Offences

13.1: You agree not to misuse the Website by knowingly introducing harmful material such as viruses, trojans, worms, logic bombs, or engaging in any malicious or harmful activities. Unauthorized access attempts to the Website, its server, or any connected servers, computers, or databases are strictly prohibited. Any attempts to disrupt the Website through denial-of-service attacks or similar methods are also prohibited.

13.2: It is important to note that breaching this provision would constitute a criminal offense under the Computer Misuse Act 1990. In such cases, we will report the breach to the relevant law enforcement authorities and cooperate by providing them with your identity. If a breach occurs, your right, as well as any User’s right, to use the Website will be terminated immediately.

13.3: We are not liable for any loss or damage resulting from distributed denial-of-service attacks, viruses, or other harmful material that may infect your computer equipment, software, data, or other proprietary material as a result of your or any User’s use of the Website. This includes downloading material from the Website or any linked websites.

14. Publicity And Marketing

14.1: With your written approval, we may mention you as our customer and describe the services we have provided to you in our marketing materials.

14.2: With your written approval, we may create and share a case study that showcases the Service we have provided to you. This case study may include aggregated information about your usage of the Service and the positive impact it has had on your business. It will be used as a marketing tool by us.

15. Confidentiality

15.1: Each party (referred to as the “Receiving Party”) agrees to keep all information and documents disclosed by the other party (referred to as the “Disclosing Party”) confidential. This includes any information related to operations, products, processes, trade secrets, or the business of the Disclosing Party, as well as any information identified as confidential by the Disclosing Party. The Receiving Party will only use the Confidential Information for the purpose of fulfilling its obligations under these Terms or, in the case of AIScreen, for improving the performance of the Service. The Receiving Party will not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, affiliates, and subcontractors as reasonably necessary for performing its obligations under these Terms.

15.2: The obligations stated in Clause 14.1 do not apply to Confidential Information that:

15.2.1 is already in the public domain on or after the effective date of the Contract, without any breach of these Terms by the Receiving Party;

15.2.2 is provided to the Receiving Party without any restrictions by a third party with the right to do so;

15.2.3 must be disclosed by the Receiving Party due to legal or regulatory requirements of a marketplace or stock exchange. However, the Receiving Party will provide the Disclosing Party with as much notice as reasonably possible before making such a disclosure.

16. General

16.1: If we do not enforce strict compliance with our obligations under these Terms, or if we do not exercise any of our rights or remedies, it does not mean we waive those rights or remedies, and it does not relieve you from fulfilling your obligations.

16.2: You must comply with all applicable foreign and local laws and regulations when using the Website, including export control laws and regulations, regardless of your physical location.

16.3: Neither party will be held responsible for delays caused by circumstances beyond their reasonable control. However, the non-performing party will make reasonable efforts to overcome such causes and continue performance as promptly as possible once the causes are resolved.

16.4: Waiving a default by us does not mean we waive any subsequent defaults.

16.5: Any waiver of the Terms by us must be expressly stated in writing to be effective.

16.6: All notifications and communications should be sent to the contact details provided in clause 16 (for AIScreen) or the contact details you provided during the online registration process. Notices or communications are considered delivered: (i) if delivered in person, when left at the recipient’s address; (ii) if sent by post, two working days after being posted; (iii) if sent by email, upon completion of transmission.

16.7: If any of these Terms are deemed invalid, unlawful, or unenforceable by a competent authority to any extent, that particular term or provision will be severed from the remaining terms, conditions, and provisions, which will continue to be valid to the fullest extent permitted by law.

16.8: Your Contract with us represents the entire agreement between you and us regarding your use of the Website, superseding any prior agreements, understandings, or arrangements, whether oral or written.

16.9: By entering into these Terms, you acknowledge that you have not relied on any representations, undertakings, or promises made orally or in writing, except as expressly stated in these Terms.

16.10: These Terms are governed by and interpreted in accordance with English law. The English courts have exclusive jurisdiction over any disputes arising from these Terms.

16.11: We may make minor amendments to these Terms by providing reasonable notice on our Website. By continuing to use the Service after the notice period expires, you will be deemed to have accepted any amendments. For significant changes, we will notify existing customers by email.

16.12: Unless explicitly stated otherwise, this Contract does not grant any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. The rights of the parties to rescind or modify this Contract are not subject to the consent of any other person.


17. Contact Details

17.1: If you have any inquiries or questions regarding these terms, please contact us at [email protected].

Schedule 1

Data Processing Schedule

1. INTERPRETATION AND APPLICATION

1.1. In this Data Processing Schedule, the following terms have the meanings set out in this Paragraph 1.1, unless expressly stated otherwise:

(a) “Adequate Country” refers to a country or territory outside the European Economic Area that the European Commission has determined to provide an adequate level of protection for Personal Data, in accordance with Article 45(1) of the GDPR.

(b) “Anonymised Data” refers to any Personal Data (including Customer Personal Data) that has been anonymised in such a way that it cannot directly or indirectly identify the Data Subject to whom it relates, as reasonably determined by AIScreen or any other party likely to receive or access such anonymised Personal Data.

(c) “Business Day” means any day other than a Saturday, Sunday, or public holiday on which banks are open for business in London.

(d) “Cessation Date” has the meaning described in Paragraph 9.1.

(e) “Controller Data” refers to any Personal Data related to Users or other Customer personnel that AIScreen processes, except for the purpose of providing support services under the Contract, in accordance with the AIScreen Privacy Policy available at https://www.aiscreen.io.

(f) “Customer Personal Data” means any Personal Data contained in any Content and any other Personal Data related to Users that AIScreen processes on behalf of Customer while providing support services under the Contract (excluding any Controller Data).

(g) “Data Protection Laws” refers to the EU General Data Protection Regulation 2016/679 (GDPR) and any applicable implementing legislation or legislation having equivalent effect in the United Kingdom. References to “Articles” or “Chapters” of the GDPR, as well as any definitions therein, are interpreted accordingly.

(h) “Data Subject Request” refers to the exercise of Data Subjects’ rights under Chapter III of the GDPR, in accordance with the provisions therein.

(i) “Data Subject” refers to the identified or identifiable natural person located in the European Economic Area to whom Customer Personal Data relates.

(j) “Delete” means to permanently remove or erase Personal Data in such a way that it cannot be recovered or reconstructed. “Deletion” is understood accordingly.

(k) “Post-cessation Storage Period” has the meaning described in Paragraph 9.2.

(l) “Restricted Country” refers to a country or territory outside the European Economic Area that is not considered an Adequate Country.

(m) “Restricted Transfer” refers to: (i) the transfer of Customer Personal Data from Customer to AIScreen in a Restricted Country; or (ii) the onward transfer of Customer Personal Data from AIScreen to a Subprocessor in a Restricted Country. Such transfers would be prohibited by Data Protection Laws without a legal basis under Chapter V of the GDPR.

(n) “Services” refers to the services and activities to be provided or carried out by AIScreen for Customer, as stated in the Contract.

(o) “Standard Contractual Clauses” refers to the standard contractual clauses issued by the European Commission (from time to time) for the transfer of Personal Data from Data Controllers established inside the European Economic Area to Data Processors established in Restricted Countries.

(p) “Subprocessor” refers to any third party appointed by or on behalf of AIScreen to process Customer Personal Data.

1.2. In this Data Processing Schedule:

(a) The terms “Data Controller,” “Data Processor,” “Personal Data,” “Personal Data Breach,” “Process” (and its derivatives), and “Supervisory Authority” have the meanings ascribed to them in the Data Protection Laws.

(b) Unless otherwise defined in this Data Processing Schedule, all capitalized terms have the meanings given to them in the Terms.

1.3. Customer warrants and represents that

2. Processing Of Customer Personal Data

2.1. In relation to Customer Personal Data:

(a) AIScreen is acting as a Data Processor.

(b) Customer is acting as the Data Controller.

2.2. AIScreen agrees to:

(a) comply with all relevant Data Protection Laws when processing Customer Personal Data.

(b) only process Customer Personal Data in accordance with Customer’s instructions (subject to Paragraph 2.9) and as required by applicable laws.

2.3. Where permitted by applicable laws, AIScreen will inform Customer about:

(a) any Processing carried out under Paragraph 2.2(b)(ii).

(b) the legal requirements that necessitate such Processing of Customer Personal Data, before the Processing takes place.

2.4. Customer instructs AIScreen to Process Customer Personal Data as necessary:

(a) to provide the Services to Customer.

(b) to fulfill AIScreen’s obligations and exercise AIScreen’s rights under the Contract.

2.5. Annex 1 (Data Processing Details) provides specific information about AIScreen’s Processing of Customer Personal Data, as required by Article 28(3) of the GDPR.

2.6. Customer may modify Annex 1 (Data Processing Details) by providing written notice to AIScreen when necessary to comply with applicable Data Protection Laws.

2.7. Nothing in Annex 1 confers any rights or imposes any obligations on the Parties to this Data Processing Schedule.

2.8. If AIScreen receives an instruction from Customer that, in its reasonable opinion, violates the GDPR, AIScreen will notify Customer.

2.9. Customer acknowledges that any instructions issued to AIScreen regarding the Processing of Customer Personal Data:

(a) must be strictly necessary to ensure compliance with Data Protection Laws.

(b) must not materially alter the scope of the Services provided by AIScreen under the Contract.

2.10. AIScreen may terminate the entire Contract with immediate effect by providing written notice to Customer if, at its reasonable discretion:

(a) AIScreen is unable to comply with or implement any instructions from the Customer due to technical limitations of its systems, equipment, or facilities.

(b) complying with or implementing such instructions would require disproportionate effort in terms of time, cost, technology, manpower, or other factors.

2.11. Customer warrants that, for the purposes of Article 6 of the GDPR, and where applicable, Article 9 and/or Article 10 of the GDPR, there is a valid legal basis for AIScreen’s Processing of Customer Personal Data throughout the term of the Contract, in accordance with the Contract and any instructions issued by Customer regarding such Processing.

3. AISCREEN PERSONNEL

AIScreen will take reasonable measures to ensure the reliability of any AIScreen Personnel involved in Processing Customer Personal Data. AIScreen will ensure that such personnel are bound by confidentiality obligations or subject to professional or statutory obligations of confidentiality.

4. SECURITY

4.1. Considering the latest advancements, implementation costs, and the nature, scope, context, and purposes of Processing, as well as the varying likelihood and severity of risks to the rights and freedoms of individuals, AIScreen is obligated to employ appropriate technical and organizational measures to ensure a level of security that aligns with the associated risks. These measures should encompass those mentioned in Article 32(1) of the GDPR when deemed suitable.

4.2. When assessing the suitable level of security, AIScreen should particularly consider the risks associated with the Processing, especially those stemming from a Personal Data Breach.

5. SUBPROCESSING

5.1. Customer grants AIScreen the authority to appoint Subprocessors as outlined in this Paragraph 5.

5.2. AIScreen may continue utilizing Subprocessors already engaged before the effective date of this Data Processing Schedule, provided that AIScreen fulfills or has already fulfilled the obligations specified in Paragraph 5.3 within a reasonable timeframe.

5.3. AIScreen will strive to ensure that its arrangement with each Subprocessor is governed by a written contract containing terms that provide a level of protection for Customer Personal Data equivalent to those outlined in this Data Processing Schedule, including those mentioned in Paragraph 4.

6. DATA SUBJECT RIGHTS

6.1. Considering the nature of the Processing, AIScreen will provide Customer with reasonable and technically feasible assistance to fulfill its obligations in responding to Data Subject Requests.

6.2. AIScreen shall:

(a) promptly notify Customer upon receiving a Data Subject Request, and

(b) refrain from responding to any Data Subject Request except upon Customer’s written instructions (and in such cases, at Customer’s expense) or as required by applicable laws.

7. PERSONAL DATA BREACH

7.1. AIScreen shall promptly notify Customer upon becoming aware of a Personal Data Breach that affects Customer Personal Data. The notification shall include sufficient information (to the extent available to AIScreen at that time) to enable Customer to fulfill its obligations under Data Protection Laws, such as reporting the Personal Data Breach to:

(a) affected Data Subjects, or

(b) the relevant Supervisory Authority(ies) (as determined in accordance with Data Protection Laws).

7.2. AIScreen shall cooperate with Customer, at Customer’s expense, and take reasonable commercial steps directed by Customer to assist in investigating, mitigating, and remedying each Personal Data Breach.

8. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

8.1. AIScreen shall reasonably assist Customer, at Customer’s expense, with any necessary data protection impact assessments and prior consultations with Supervisory Authorities. This assistance should consider the Processing of Customer Personal Data, the nature of the Processing, and the available information to AIScreen.

9. DELETION OR RETURN OBLIGATIONS

9.1. Upon the termination of any Services involving the Processing of Customer Personal Data (the “Cessation Date”), AIScreen shall immediately cease all Processing of Customer Personal Data for any purpose except storage.

9.2. To the extent technically feasible (as determined solely by AIScreen), upon written request made no later than fifteen (15) Business Days after the Cessation Date (“Post-cessation Storage Period”), AIScreen shall:

(a) securely transfer and either remove or return a complete copy of all Customer Personal Data within its possession to Customer, promptly deleting all other copies, or

(b) delete all Customer Personal Data within its possession.

9.3. AIScreen shall comply with any written request pursuant to Paragraph 9.2 within fifteen (15) Business Days of the Cessation Date.

9.4. If, during the Post-cessation Storage Period, Customer fails to provide written instructions to AIScreen regarding the deletion or return of Customer Personal Data as stated in Paragraph 9.2, AIScreen will, after the Post-cessation Storage Period expires, promptly take one of the following actions at its discretion:

(a) Delete the Customer Personal Data; or

(b) Utilize the fullest extent of technically feasible measures to render the Customer Personal Data irreversibly anonymous.

9.5. AIScreen and any Subprocessor may retain Customer Personal Data as required by applicable law, for the duration mandated by applicable law. However, AIScreen and any Subprocessor shall ensure the following:

(c) Maintain the confidentiality of all Customer Personal Data.

(d) Process the Customer’s Personal Data solely for the purpose(s) specified in the relevant law that necessitates its retention and for no other purpose.

10. AUDIT RIGHTS

10.1. Upon request, AIScreen will provide Customer with the necessary information to demonstrate compliance with this Data Processing Schedule, as reasonably determined by AIScreen.

10.2. Unless specified otherwise in Paragraphs 10.3 and 10.4, if Customer (acting reasonably) presents documentary evidence that the information provided by AIScreen in accordance with Paragraph 10.1 is insufficient to demonstrate compliance with this Data Processing Schedule, AIScreen shall facilitate and participate in audits, including on-premise inspections, conducted by Customer or an auditor appointed by Customer, concerning the Processing of Customer Personal Data by AIScreen.

10.3. Customer shall provide AIScreen with reasonable notice before conducting any audit or inspection as described in Paragraph 10.1. The notice period should not be less than fifteen (15) business days, unless mandated otherwise by a Supervisory Authority pursuant to Paragraph 9.4(f). Customer shall make best efforts to prevent any damage, injury, or disruption to AIScreen’s premises, equipment, personnel, data, and business (including any compromise of confidentiality or security of data belonging to AIScreen’s other customers or the availability of AIScreen’s services to those customers) while conducting on-premise inspections. Customer hereby indemnifies AIScreen against any such damage, injury, or disruption.

10.4. AIScreen is not obligated to grant access to its premises for the purpose of an audit or inspection under the following conditions:

(a) When an individual fails to provide reasonable evidence of identity and authority.

(b) When an auditor has not obtained prior written approval from AIScreen (which will not be unreasonably withheld).

(c) Unless the auditor enters into an acceptable non-disclosure agreement with AIScreen.

(d) If AIScreen, acting reasonably, believes that granting access would compromise the confidentiality or security of data belonging to AIScreen’s other customers or the availability of AIScreen’s services to those customers.

(e) during non-business hours at those premises; or

(f) on multiple occasions within a calendar year during the Agreement’s term, excluding any additional audits or inspections required by Data Protection Law or a Supervisory Authority. In such cases, the Customer must inform the Supplier of the audit or inspection requirement.

10.5. The Customer is responsible for any third-party costs associated with inspections or audits. The Customer must reimburse AIScreen for all expenses and time spent by AIScreen (at AIScreen’s prevailing professional services rates) related to these inspections or audits.

11. RESTRICTED TRANSFERS

11.1. Unless stated in Paragraph 11.3, if AIScreen or any Subprocessor processes Customer Personal Data involving a Restricted Transfer, the Parties agree that:

(a) The Customer acts as the “data exporter”; and

(b) AIScreen or the Subprocessor acts as the “data importer”.

They must enter into the Standard Contractual Clauses for that Restricted Transfer and the associated Processing in accordance with Paragraph 11.3.

11.2. Regarding any Standard Contractual Clauses agreed upon in accordance with Paragraph 11.1:

(a) Clause 9 of the Standard Contractual Clauses should include the following information:

“The Clauses shall be governed by the law of the Member State where the data exporter is established.”

(b) Clause 11(3) of the Standard Contractual Clauses should include the following information:

“The provisions concerning data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State where the data exporter is established.”

(c) Appendix 1 of the Standard Contractual Clauses should include the corresponding information provided in Annex 1 (Data Processing Details); and

(d) Appendix 2 of the Standard Contractual Clauses should include the following information:

“The technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) are those established and maintained under Paragraph 4 of the Data Processing Schedule.”

11.3. The Standard Contractual Clauses will automatically take effect under Paragraph 11.1 when the relevant Restricted Transfer begins. However, Paragraph 11.1 does not apply to a Restricted Transfer if it would result in a breach of applicable Data Protection Laws.

11.4. In relation to any Standard Contractual Clauses agreed upon with a Subprocessor under Section 10.1, the Customer appoints AIScreen as its agent solely for the purpose of enabling AIScreen to enter into those Standard Contractual Clauses on the Customer’s behalf.

12. ANONYMOUS DATA

The Customer acknowledges and agrees that AIScreen has the freedom to use and disclose Anonymised Data for its own business purposes without any limitations.

13. NO SPECIAL CATEGORIES OF PERSONAL DATA

13.1. The Customer guarantees and assures, on an ongoing basis, that it will not (and will ensure that its personnel will not) cause AIScreen or its subprocessors to process any:

(a) Special Categories of Personal Data mentioned in Article 9(1) of the GDPR; or

(b) Personal Data related to criminal convictions or offenses.

13.2. The Customer will indemnify and hold AIScreen, its employees, officers, directors, and agents harmless from any liabilities, losses, damages, costs, fines, and other expenses (including legal costs and fees) arising from or related to any breach of this Paragraph 13 by the Customer.

13.3. The limitations on liability stated in the Contract do not apply to liability arising from or in connection with the indemnity mentioned in Paragraph 13.2.

14. CHANGE IN LAWS

14.1. In the event of a change in the Data Protection Laws that AIScreen reasonably determines would prevent it from fulfilling its obligations under Data Protection Laws, including providing the Services (including any Processing and/or Restricted Transfer(s) of Customer Personal Data), AIScreen reserves the right to modify the Services and amend any part of this Data Processing Schedule reasonably necessary to ensure compliance with Data Protection Laws.

14.2. If the Customer reasonably believes that the changes made to the Services and/or this Data Processing Schedule under Paragraph 14.1 will cause significant and irreparable harm, the Customer may terminate the Contract entirely by providing written notice to AIScreen with immediate effect.

15. CONTROLLER DATA

15.1. The Customer acknowledges and agrees that, between the Parties, AIScreen has the unrestricted ability to use and disclose the Controller Data for any purposes determined solely by AIScreen.

15.2. Insofar as any Controller Data qualifies as Personal Data under Data Protection Laws, AIScreen:

(a) Acts as an independent Data Controller regarding such Controller Data;

(b) Has the independent authority to determine the purposes and methods of processing for such Controller Data.

16. ORDER OF PRECEDENCE

16.1. This Data Processing Schedule is an integral part of the Contract.

16.2. In case of any conflict or inconsistency:

(a) between this Data Processing Schedule and the Terms or the Service Level Agreement, this Data Processing Schedule shall take precedence; or

(b) between any Standard Contractual Clauses entered into under Paragraph 11 and this Data Processing Schedule, the Standard Contractual Clauses shall take precedence.

Annex 1 Data Processing Details

This Annex 1 provides specific information regarding the Processing of Customer Personal Data, as required by Article 28(3) of the GDPR. It also serves to populate Appendix 1 of the Standard Contractual Clauses, where applicable under Paragraph 11.

AIScreen’s activities

– Billing, Marketing, User Registration, Authentication, and Authorization.

Subject matter and duration of the Processing of Customer Personal Data

The subject matter and duration of the Processing of Customer Personal Data are outlined in the Terms and the Data Processing Schedule.

Nature and purpose of the Processing of Customer Personal Data

– Billing, Marketing, User Registration, Authentication, and Authorization carried out during the provision of Services to the Customer.

Types of Customer Personal Data to be Processed

– Personal Data: Any Personal Data included in the Content and any other Personal Data of Users processed by or on behalf of AIScreen for the Customer’s support services under the Contract (excluding any Controller Data).

– Special Categories of Personal Data (if any): None.

Categories of Data Subjects to whom the Customer Personal Data relates

– Data Subjects whose Personal Data is included in the Content.

– Users of the Service.

Obligations and rights of the Customer

The obligations and rights of the Customer are detailed in the Terms and the Data Processing Schedule.

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