Content: The OCCC and Xpodigital shall be the sole judges of the suitability (as to quality and appropriateness for public viewing) of content for posting on the digital signage network displays

Format: Each of the advertisements included on this order will be added to a rotating playlist of advertisements on at least 2 digital signs during the listed event

Terms and Conditions

1. NO CANCELLATION REFUNDS will be given after Event Start Date provided on page 1 hereof.
2. Service problems must be reported to Xpodigital directly. Service problems will not be considered unless filed in writing to occc@xpodigital.com by Customer PRIOR to Event End Date provided on page 1 hereof.
3. Payment Default. Amounts due and unpaid by Customer beyond the applicable due date are subject to late charges of the lesser of an 18% annual percentage rate or the maximum interest permitted by law, calculated on the past due balance from the original due date through the payment date. Customer shall pay all of Xpodigital’s collection costs on any amounts referred to an attorney or collection agency for collection. Xpodigital reserves the right to cancel or suspend all Services to Customer without penalty in the event of Customer’s payment default.
4. General. The Order Form on Page 1, together with these terms and conditions, shall form an agreement between the entity named on the Order Form (“Customer”) and Xpodigital (“Xpodigital “) if Customer has submitted, and Xpodigital accepted, the Order Form and deposit payment. Xpodigital will provide the services selected on the Order Form (“Services”) at the named event (“Event”) solely for use by Customer.
5. Use of Services. Customer and its employees, agents or guests shall not disrupt the Services or associated equipment or systems and shall not use the Services to transmit any communication in violation of any applicable law or regulation. Interpretation, application, and enforcement of this Section, including restricting or denying access to the Services, shall be within the sole discretion of Xpodigital.
6. Content Representations. With respect to the visual and audio files uploaded to the Xpodigital CMS for display through the Services (“Content”), Customer agrees that: 1) Xpodigital acts only as a passive conduit for display of such Content, and Customer remains solely responsible for such Content; however, Xpodigital also reserves the right to take any action with respect to such Content that Xpodigital deems necessary or appropriate in its sole discretion to protect its business interests, including, without limitation, deleting, restricting or suspending access to such Content; 2) Customer warrants and represents that such Content: (a) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation (including without limitation those governing consumer protection, unfair competition, discrimination, or false advertising); (c) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) shall not knowingly contain any Viruses; (e) shall not be fraudulent or involve the sale of illegal goods or services; and (f) shall not otherwise cause Xpodigital to violate any applicable law, statute, ordinance or regulation; and 3) Customer enables Xpodigital to use such Content, and, to prevent violation of any rights Customer might have in that Information, Customer agrees to grant Xpodigital a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use the Information solely in connection with the Xpodigital CMS and related Services and at all times subject to these Terms of Use.
7. Content Precautions. Customer should scan all Content files provided for uploading to the Xpodigital CMS with anti-virus software prior to uploading. Xpodigital does NOT review or filter Content files directly uploaded by Customer and is NOT responsible for the Content or condition of those files. Xpodigital shall not be responsible for any impacts of any virus that may be present in any file uploaded by Customer to the Xpodigital CMS. Customer agrees not to use any device, software or routine or otherwise take any action to interfere or attempt to interfere with the proper working of the Xpodigital CMS or the Services. Customer agrees not take any action that imposes an unreasonable or disproportionately large load on Xpodigital’s infrastructure, otherwise interferes with Xpodigital’s business operations, or disrupts, harms, or otherwise interferes with Xpodigital’s business relationships. Customer will restrict access to the Xpodigital CMS to Customer authorized personnel only and will not disclose to or share with any third parties Customer’s password for the Xpodigital CMS or use such password for any unauthorized purpose.
8. Customer Indemnification. Customer agrees to indemnify and hold harmless Xpodigital from and against all claims, demands and damages (actual, direct, indirect, consequential and punitive) and costs (including attorneys’ fees) of every kind and nature arising out of, or in any way connected with, any delivery by Customer of any Virus to Xpodigital, whether through emailed Content or Content uploaded through the Xpodigital CMS. In addition, because Xpodigital does not and cannot control the actions of viewers of Customer approved Content displayed through the Xpodigital CMS, in the event that Customer has a dispute with any third party based on such party’s viewing of Content, Customer agrees to indemnify Xpodigital for any and all claims, demands and damages (actual, direct, indirect, consequential and punitive) and costs (including attorneys’ fees) of every kind and nature arising out of, or in any way connected with, such disputes. Customer also agrees to waive the provisions of any state law limiting or prohibiting a general release.
9. No Warranties; Limitation of Liabilities. Xpodigital DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. SPECIFICALLY, THERE IS NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES TO BE PROVIDED HEREUNDER. Xpodigital will not be responsible for any loss of Content from delays, non-deliveries, incorrect deliveries, service interruptions, including those caused by the negligence, errors or omissions of Xpodigital, or other losses or damages. Use of Content displayed via the Services is at the sole risk of Customer and Users. Customer is solely responsible for the accuracy and/or quality of Content transmitted through the Xpodigital CMS. Xpodigital shall not be liable to Customer for any damage arising from any occurrence out of Xpodigital’s control. Neither shall Xpodigital be liable to Customer for indirect, special, incidental, exemplary, consequential, or any other form of money damages, including, but not limited to, lost profits, or for the loss of data or information of any kind, however caused, and arising out of or in connection with the performance of Xpodigital, or the provision of Services or performance hereunder, whether based in contract, tort, or any other legal theory, and whether or not Xpodigital has been made aware of the possibility of such damages. In no event shall liability exceed a refund of amounts actually paid to Xpodigital by Customer for the Services. Notwithstanding any other provision, Xpodigital’s aggregate liability to Customer under any circumstances shall be strictly limited to an amount equal to the actual fees payable to Xpodigital for the Services.
10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to contracts to be performed entirely within the State. The courts with jurisdiction over Orange County, Florida, United States, shall have sole and exclusive jurisdiction over any dispute arising from or related to this Agreement and its duties, rights and obligations.  The parties consent to Orange County, Florida as proper venue and waive any argument of forum non conveniens.  THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND CONSENT TO A BENCH TRIAL FOR ALL DISPUTES.
11. Duration of Services. The Services shall be made available to Customer from Start Date thru the End Date as set forth on page 1.
12. Entire Agreement. This Agreement, including the Order Form on p. 1, represents the complete agreement and understanding of the parties with respect to the subject matter herein, and supersedes any other agreement or understanding, written or oral. The Agreement may only be modified by a writing signed by both parties. This Agreement may be executed in counterparts, each one of which shall be deemed to be an original.