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Clear Digital Sho End User Agreement

END USER LICENSE AGREEMENT for Clear Digital Solutions, Inc. Sho

Clauses in the following license agreement apply to all editions of Clear Digital Solutions, Inc. Sho (“Sho”) unless otherwise indicated.

IMPORTANT - Read this License Agreement Carefully:

This License Agreement (LA) is a legal agreement between you (either an individual or a single entity, “End User,” “you”) and Clear Digital Solutions, Inc. for Clear Digital Solutions, Inc. Software Product, Sho,  and may include associated media, authorization keys and online or other documentation ("Software Product" or "Software"). This LA hereby incorporates by reference the terms of the corresponding Quote for the Software between you and Clear Digital Solutions, Inc. By installing, accessing, or otherwise using Sho, you agree to be bound by the terms of this LA. If you do not agree to the terms of this LA, you may not install, access or otherwise use the above software.

 

Software Product License: The Software Product is solely owned by Clear Digital Solutions, Inc., and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold.

 

Device License. You have the limited, revocable, non-transferable right to use one (1) copy of the licensed Software on one (1) single display device (“Device”). You must purchase a separate Software license for each Device that will be using the licensed Software. Licenses are non-transferable.

 

Site License. Clear Digital Solutions, Inc. hereby grants to the End User a license to install and use the Software on any Device that is owned or controlled exclusively by End User and which is located at a distinct physical address. Devices including the licensed Software may not be moved to or used at another location, unless prior written approval is obtained by the End User from Clear Digital Solutions, Inc.

You may make one machine readable copy of the Licensed Software only for backup purposes. You may not otherwise copy the licensed Software or any of its documentation in printed form. You must, as a condition of Your license under this Agreement, reproduce and include all copyright and other proprietary notices on the backup copy.

You may not transfer possession of licensed Software, whether in part or in whole, to other parties. You may not copy enclosed documentation or distribute them to other parties. You may not modify Licensed Software or disassemble it for the purpose of obtaining the source code. You agree not to reverse engineer, disassemble, or decompile the licensed Software or any portion of it or to permit such reverse engineering or otherwise reduce the Software to a human-perceivable form.

 

Copyright: All title and copyrights in and to the Software, and accompanying printed materials are solely owned by Clear Digital Solutions, Inc. The Software is protected by copyright laws and International treaty provisions.  You agree to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include the same on each copy of the Software.

 

Sho User Accounts: Impersonation Login Access Feature. The End User agrees to allow their Clear Digital Reseller or designated Clear Digital Sho Account Manager full access to their Clear Digital Sho account. As used herein, (a) “Reseller” means Clear Digital’s authorized dealers who sell Clear Digital’s products and services in connection with Reseller’s brand pursuant to a contractual agreement between Clear Digital and such reseller, and (b) “Account Manager” means Clear Digital’s employee or independent contractor who manages Clear Digital’s accounts on behalf of Clear Digital. This access includes uploading, creating, and distributing content to the End User’s devices. This also includes activating, removing, and updating devices on the User's Sho account. This access also allows the addition and removal of Users within the End User's Sho account. The Impersonation Feature allows the End User's Clear Digital Reseller or designated Sho Account Manager to act on their behalf in all matters pertaining to Clear Digital Sho Software.

A Sho Account Impersonation Role acts as an Account Admin and has the ability to add content, schedule content, edit content, and remove content. It also allows the addition, removal, and updating of connected devices. Sho Account Impersonation also allows the addition, removal, and updating of User Account Roles and Access.

The End User has the right to remove this Impersonation Feature and Reseller or designated Account Manager access at any time they wish. This will result in the End User taking on full responsibility of managing their Clear Digital Sho account. Removal of the Impersonation Feature means the End User then controls the ability to add content, schedule content, edit content, and remove content. It also means the End User will then control the addition, removal, and updating of connected devices. The End User will then also control the addition, removal, and updating of User Account Roles and Access.

It is the End User's responsibility to keep track of all User Names, Passwords, and User Access Roles, with or without the Impersonation Feature.

Clear Digital Solutions, Inc. is not responsible for any negatively impacted content, device access, or user access, with or without the use of the Impersonation Feature. It is the End User's responsibility to control access to their account as they see fit.

 

RESTRICTIONS ON DISCLOSURE. You agree to use reasonable efforts, and to take the same precautions that you take to protect your own computer programs and other information of similar value that you do not wish to have disclosed or disseminated to others, to avoid disclosure or dissemination of any part of the Licensed Software, its documentation, or its source, to any third party by you and your employees, agents or consultants (if any). These restrictions will not apply to any information that becomes publicly known, through no fault or breach on your part, that Clear Digital Solutions, Inc. regularly provides third parties without restrictions on disclosure or that you receive from a third party rightfully and without restriction on disclosure.

 

OWNERSHIP.

 

Software Ownership: You agree that Clear Digital Solutions, Inc. has and will retain all ownership rights in the Licensed Software and its documentation and all related patents, copyrights, trademarks, service marks, and other proprietary rights, and that you will have no interest in the Licensed Software and its documentation except the limited license provided under this Agreement.

 

Content Ownership: The End User retains all rights and ownership of their content with or without use of the Impersonation feature. In the event that an End User and Reseller ends their relationship, the End User has the option to maintain their Sho account and subscription and manage their content directly if they so choose. In the event that this LA is terminated by Sho due to breach or other noncompliance by End User, Sho shall have no obligation to export, or otherwise make available, the content to End User.

 

NO OTHER LICENSE. No rights or licenses are granted by Clear Digital Solutions, Inc. under this License, expressly or by implication, with respect to any proprietary information or patent, copyright, trade secret, or other intellectual property right owned or controlled by Clear Digital Solutions, Inc., except as expressly provided in this License.

 

EXPORT RESTRICTIONS:  You agree that neither you nor your customers intend to or will, directly or indirectly, export or transmit the Software or related documentation and technical data or process, or service that is the direct product of the Software, to any country without the prior written consent from Clear Digital Solutions, Inc.

 

TERMINATION. This License is effective until terminated. You may terminate this License at any time by destroying the Software, related documentation and all copies thereof. This License will terminate immediately without notice from Clear Digital Solutions, Inc. and without the ability to cure if you fail to comply with any provision of this License or fail to timely pay in associated fees. Upon termination you must destroy the Software, related documentation and all copies thereof which are in your possession or under your control. You must also delete your online Sho account, or ask for it to be deleted by Clear Digital Solutions, Inc.

 

DISCLAIMER OF WARRANTY ON SOFTWARE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND CLEAR DIGITAL SOLUTIONS, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLEAR DIGITAL SOLUTIONS, INC. DOES NOT WARRANT THAT THE FEATURES CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. FURTHERMORE, CLEAR DIGITAL SOLUTIONS, INC. DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLEAR DIGITAL SOLUTIONS, INC. OR CLEAR DIGITAL SOLUTIONS, INC.'S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT CLEAR DIGITAL SOLUTIONS, INC. OR CLEAR DIGITAL SOLUTIONS, INC.'S AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

 

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL CLEAR DIGITAL SOLUTIONS, INC., OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, BREACH OR DEFAULT INCLUDING THOSE ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT BY CLEAR DIGITAL SOLUTIONS, INC., EVEN IF CLEAR DIGITAL SOLUTIONS, INC. OR CLEAR DIGITAL SOLUTIONS, INC.'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. CLEAR DIGITAL SOLUTIONS, INC. WILL NOT BE LIABLE FOR 1) LOSS OF, OR DAMAGE TO, YOUR RECORDS OR DATA OR 2) ANY DAMAGES CLAIMED BY YOU BASED ON ANY THIRD PARTY CLAIM. IN NO EVENT SHALL CLEAR DIGITAL SOLUTIONS, INC.’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.

 

UPDATES, UPGRADES and TECHNICAL SUPPORT. Updates, Upgrades and further support terms are available to you on the same basis as Clear Digital Solutions, Inc. makes them available to its other licensees at then current prices, where applicable.

 

GOVERNING LAW and VENUE. This License is governed by and construed in accordance with the laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of South Carolina. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of South Carolina in each case located in the County of Greenville, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

 

ASSIGNMENT. You shall not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Clear Digital Solutions.

 

COMPLETE AGREEMENT. This License constitutes the entire agreement between the parties with respect to the use of the Software and the related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of Clear Digital Solutions, Inc.

Questions?

Support:

Sales:

(864) 973-7973

sales@getcleardigital.com

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1100 Thousand Oaks Blvd,

Greenville, SC 29607