Terms of Service

Last updated on 11th March 2025

These Terms of Service apply to new Order Forms (or renewals of existing Order Forms) effective on or after 1st March 2025. If you are an existing Customer and agreed to the previous ScreenCloud Terms of Service before 1st March 2025, these Terms of Service will go into effect on the renewal date of your next Order Form. The prior Terms of Service can be found here. 

If you have a separate written agreement with ScreenCloud, these online Terms of Service will not apply to you. 

These software-as-a-service Terms of Service ("Terms") govern Your use of ScreenCloud’s products and/or services. By purchasing the Services, You warrant that You understand and accept these Terms. If You are accepting these Terms on behalf of a company or other legal entity, You warrant that You are authorised to enter into legally binding contracts on behalf of said entity. If You do not have such authority, or do not agree with these Terms, please cease use of the Service immediately. You are advised to print and retain a copy of these Terms for Your future reference.

These Terms incorporate the Service Level Agreement (SLA), Data Processing Addendum (DPA), and Code of Conduct (collectively, “the Agreement”). 

In the event of any conflict between the documents that form this Agreement, the following order of precedence shall apply: (i) any Order Forms; (ii) this Agreement; and (iii) any additional Appendices.

A PDF version of these terms are available to download here.

DEFINITIONS AND INTERPRETATION

“Additional Services” means any consulting, Customisation, training, or implementation services that are separate from the Subscription Services as requested by You and defined in any Order Form;

“Business Day” means any day which is not a Saturday, Sunday or public holiday in the UK or the US, depending on ScreenCloud entity contracted with, as set out in clause 1.1;

“Claim(s)” mean all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise) for all losses including any other expenses of any nature whatsoever;

“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13;

“Content” means any and all data, files, documents, multimedia files, third party links, images, videos, and any other information or material whatsoever (in any format) submitted by You to the ScreenCloud Platform;

“Customer Account” means the account by which You access the ScreenCloud Platform;

“Customer Data” means all data, files, documents, multimedia files, third-party links, images, videos, and any other content uploaded, submitted, or stored by You in the ScreenCloud Platform, as well as data generated by the Platform as a result of Your use of the Subscription Services (which may include Personal Data, as defined in the Data Processing Addendum);

“Customisation” means the form of Additional Services where ScreenCloud provides you with any form of modification or adaptation of the Services that is developed, configured or integrated for You, subject to Fees and defined in an Order Form;

“Data” refers to both the Customer Data and Personal Data;

“Documentation” means ScreenCloud’s written or published instructions and guides about the Services, including how to use them, made available to You via our website or otherwise;

“Effective Date” means (a) the earlier of the date of Your online acceptance of the Terms and the date You first use or access the Services, or (b) date of last signature, where there is a written Agreement or signed Order Form;

“Fees” includes all monies payable to ScreenCloud, in the form set out in clause 8 and in any Order Form;

“Force Majeure Event” means any happening or event beyond the reasonable control of the party concerned, which results in a failure or delay in the performance of that party’s obligations under this Agreement;

“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Order Form” means either (a) the invoice email sent by ScreenCloud to You on purchase of the Services through the ScreenCloud Platform, or (b) any ordering document, including a Statement of Work, specifying the Services to be provided under this Agreement and entered into between ScreenCloud and You;

“Services” means any services provided by ScreenCloud, including but not limited to the Subscription Services, Support Services and Additional Services;

“Screen” means any single television, monitor or other display device, supported by the Services, that is actively connected to and displaying Content via the ScreenCloud Platform. Each Screen requires a separate license;

“ScreenCloud Hardware” means the ScreenCloud OS and Pixi devices, as well as any other hardware products that ScreenCloud may offer for sale to You in the future, identified on an Order Form;

“ScreenCloud Intellectual Property” refers to all Intellectual Property Rights present on or in the Software (including source code), media, other materials and other content within the same, but excluding Your Intellectual Property;

“ScreenCloud Platform” refers to the platform managed by ScreenCloud and used by You to manage and display Content on Screens;

“Subscription Services” means the subscription based, hosted Software-as-a-service provided by ScreenCloud to You via the ScreenCloud Platform, as specified in the applicable Order Form. The Subscription Services include access to and use of the Software on a “one licence per Screen” basis, but do not grant You ownership, or access to the Software’s source code;

“Software” means the proprietary software owned or licensed by ScreenCloud that operates the ScreenCloud Platform and is made available to You as part of the Subscription Services. For clarity, You do not receive a copy of the Software, nor do You acquire any rights to the Software beyond those expressly granted in this Agreement;

“Subscription Fees” means the Fees payable by You to ScreenCloud for use and receipt of the Services during the Subscription Term;

“Support Services” means the technical support and troubleshooting services provided by ScreenCloud to assist with the use of the Subscription Services, as described in the SLA;

“Virus” means any instrument or mechanism (including any software, code, file or programme), which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

“VAT” means value added tax chargeable under applicable law of any other tax of a similar nature;

“You”, “Your” or “Customer” means the company or other legal entity on whose behalf You are accepting this Agreement.

1. SCREENCLOUD CONTRACTING ENTITY

a) Depending on Your location, the ScreenCloud entity You will be contracting with will be as follows:

1. If You are based in North or South America, your agreement is with ScreenCloud Inc, a Delaware Company, with the company registration number 582021 and having its registered address at 500 Westover Dr, #31657, Sanford, NC 27330, United States of America; or
2. If You are based outside of North or South America, your agreement is with ScreenCloud Limited, a company registered in England and Wales with the company registration number 09535144 and having its registered address at International House, 36-38 Cornhill, London, United Kingdom, EC3V 3NG.

(referred to interchangeably as “ScreenCloud”).

2. Term

a) This Agreement commences on the Effective Date and remains in effect so long as at least one active Order Form remains in force or until terminated in line with clause 15. 

b) Your use of the Services shall be for the duration and from the date specified in the applicable Order Form (the "Subscription Term"). If no start date is specified in the Order Form, the Subscription Term shall commence on the Effective Date.

c) Unless otherwise stated in the Order Form or terminated in accordance with clause 15, each Order Form shall automatically renew under the same terms at the end of the then-current Subscription Term for successive renewal periods of the same duration. If Your Subscription Term is annual and You do not wish to renew, you must provide written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. If your Subscription Term is monthly, You may provide notice at any time before the start of your next Subscription Term.

3. CUSTOMER RIGHTS AND RESTRICTIONS

a) Subject to the terms of this Agreement and Your compliance with it, ScreenCloud grants You a non-exclusive, non-transferable (without a right to sub-licence) right to access and  to use the Subscription Services during the Subscription Term solely for the purpose of displaying Content on Screens. This right does not grant You ownership of or rights to the Software, source code, or any underlying technology of the Subscription Services.

b) You may purchase additional licences at any time during a Subscription Term via the ScreenCloud Platform. Each licence enables the use of the Services on a single, designated Screen. Fees for such added licences will be charged on a pro-rata basis to coincide with the Subscription Term.

4. CUSTOMER OBLIGATIONS

a) You shall be responsible for all activities that are carried out in connection with the Customer Account. ScreenCloud will not be liable where Your Customer Account is unlawfully used by another, save for a breach or negligence by ScreenCloud or its representatives. You agree to notify ScreenCloud immediately by emailing security@screencloud.com of any such unauthorised use.

b) You warrant that the information you provide when creating the Customer Account will be true, accurate and complete as far as You can reasonably be aware. You agree to promptly notify ScreenCloud in the event of any changes to the information You have provided to ScreenCloud for this purpose.

c)You warrant that all users of the Customer Account are at least 18 years old; 

d) You shall use the Services and the Documentation in accordance with this Agreement and shall be responsible for any breach of this Agreement by any of Your employees, agents and subcontractors; 

e) You shall not introduce Viruses or use the Services to transmit, store or distribute any material that is illegal, harmful or violates the rights of others.

f) You shall provide ScreenCloud with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by ScreenCloud in order to provide the Services.

g) You shall be solely responsible for procuring and maintaining Your network connections, internet connections and telecommunications.

h) You shall comply  with Your obligations set out in the DPA and all other applicable laws and regulations.

5. SCREENCLOUD RIGHTS & OBLIGATIONS

a) ScreenCloud undertakes that the Services will be performed with reasonable skill and care, and in accordance with this Agreement, including the Services Level Agreement. If ScreenCloud fails to meet this commitment, and this failure is not caused by Your use of the Services contrary to the Documentation, ScreenCloud will use commercially reasonable efforts to correct the issue or provide You with a suitable workaround. This correction or workaround is Your sole remedy for any failure by ScreenCloud to meet this commitment.

b) ScreenCloud agrees to comply with the obligations set out in the DPA, the commitments laid out in our Code of Conduct and all applicable laws and regulations in connection with the Services.

c) You acknowledge that the Services are designed to be compatible only with the hardware specified as compatible by ScreenCloud; and ScreenCloud does not warrant or represent that the Services will be compatible with any other hardware.

d) ScreenCloud reserves the right to monitor Your use of the Services to ensure compliance with this Agreement and applicable laws. If ScreenCloud determines that You are using the Services in a way that violates this Agreement, ScreenCloud may, at its sole discretion: (i) issue a warning; (ii) impose temporary restrictions on Your use of the Services, (iii) suspend Your access to the Services or (iv) terminate this Agreement in line with termination provisions in section 15. 

e) ScreenCloud may make changes to the Services from time to time with such changes not materially reducing the functionality, performance, or security of the Services. Notification of material changes will be provided via the ScreenCloud Platform.

6. IN-PRODUCT AI & THIRD PARTY SERVICES

a) ScreenCloud may offer AI-powered features within the Services. Your use of these features is optional and at Your sole discretion. You acknowledge and agree that any use of AI features is at your own risk. You are solely responsible for evaluating the accuracy and appropriateness of any results generated by the AI features. ScreenCloud shall not be liable for any outcomes or results generated by the AI features. 

b) ScreenCloud does not use your Content or Customer Data to train AI models.

c) The Services may allow you to access, integrate with, or display content from third-party services or websites (“Third-Party Services”). ScreenCloud does not control Third-Party Services and is not responsible for their content, functionality, or privacy practices. Your use of any Third-Party Service is solely at your own risk and subject to the terms and conditions of that Third-Party Service. By using a Third-Party Service through the ScreenCloud Platform, you authorize ScreenCloud to share your Content and Data with that Third-Party Service as necessary to enable the integration.

7. HARDWARE TERMS

a) If You have purchased ScreenCloud Hardware as part of an Order Form, ScreenCloud will provide You with a standard one-year warranty (the “Hardware Warranty”), starting from the date of delivery. This ScreenCloud Hardware Warranty covers defects in materials and workmanship under normal use.

b) If You believe the ScreenCloud Hardware is defective and it is covered by the Hardware Warranty, You must contact the ScreenCloud at support@screencloud.io and provide a full description of the issues You are experiencing. Once ScreenCloud’s Support team has assessed the defect and confirmed the ScreenCloud Hardware is warrantable, they will guide You through the return and replacement process.

c) The ScreenCloud Hardware Warranty does not cover damage caused by misuse, unauthorized alterations, or external factors (e.g., accidents or environmental damage).

d) Shipping Fees will be identified on the applicable Order Form. ScreenCloud may, at its discretion, fully cover or subsidise the cost of shipping to certain destinations.  ScreenCloud does not guarantee shipping to all countries and may be unable to fulfill ScreenCloud Hardware orders to certain destinations due to legal, regulatory, logistical, or commercial restrictions. If You request delivery to one of these regions, ScreenCloud reserves the right to reject the order or require You to arrange compliant shipping and clearance at Your sole cost and responsibility. ScreenCloud bears no liability for shipments delayed, held, or rejected due to import restrictions or failure to meet local requirements where shipping has been arranged by You.

e) ScreenCloud shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to manufacture and supply the ScreenCloud Hardware in accordance with the terms of this Agreement.

8. SCREENCLOUD FEES & PAYMENT

a) You will pay the Fees set out in the Order Form in accordance with this clause 8. 

b) ScreenCloud will:

1. If paying by credit or debit card, charge the card on Your Account at the start of the Subscription Term; or
2. Invoice You by email to Your billing email address specified in the Order Form in advance for the applicable Subscription Fees during the Subscription Term, with payment to be received thirty (30) days from date of invoice.

c) You will pay the Fees for any additional Screen licences added by You via the ScreenCloud Platform and any Additional Services (where such Additional Services have been agreed between the Parties). 

d) All sums payable under this Agreement are exclusive of VAT or other applicable sales tax, which will be added to those amounts and payable by You to ScreenCloud. 

e) ScreenCloud may increase Fees with at least 60 days' written notice before the start of the next Subscription Term.

f) If ScreenCloud does not receive payment in accordance with this Agreement, without prejudice to any other rights and remedies, ScreenCloud may:

1. without liability to You, suspend access to all or part of the Services. ScreenCloud shall be under no obligation to provide any or all of the Services while the Fee remains unpaid, subject to: (a) if You pay by debit or credit card, ScreenCloud having provided you with email notification of non-payment and at least twenty (20) days have passed since payment failed, or (b) if You pay by invoice, ScreenCloud having provided you with two written notifications of non-payment and at least thirty (30) days having passed since the first notice; and
2. charge You interest on the overdue amount at the rate of 4% per annum above (a) the Federal Reserve base rate if you are contracting with ScreenCloud Inc per 1.1(a), or (b) the Bank of England base rate if you are contracting with Screencloud Ltd per 1.1(b). Interest will accrue daily until the date of actual payment and be compounded at the end of each Month.

g) All Fees payable under this Agreement shall be payable in the currency selected by You in the Customer Account or the currency specified in the Order Form.

h) Fees are non-refundable unless otherwise stated in this Agreement or any applicable Order Form.

i) If there is any Fee dispute, You shall pay the undisputed amount in full pending the resolution of any dispute. Upon resolution, You shall (if necessary) pay any adjustment due within thirty (30) days. You agree to pay all amounts due in full and You shall not, for any reason whatsoever, be entitled to assert any credit, set-off or counterclaim against ScreenCloud in order to justify withholding payment of any such amount in whole or in part.

9. CUSTOMISATIONS

a) ScreenCloud may create Customizations for You as described in an Order Form agreed between the parties. ScreenCloud will own all Intellectual Property Rights in any Customizations, unless otherwise agreed in writing.

b) Once a Customization is delivered or made available to You, it becomes part of the Services and Your use of it is governed by this Agreement.

c) You understand and agree that ScreenCloud can offer any Customizations it creates for You to other customers or third parties at any time, unless agreed otherwise in an Order Form.

10. INTELLECTUAL PROPERTY

a) ScreenCloud and/or its licensors retain ownership of all rights, title, and interest in and to the Software, including any modifications, enhancements, or derivative works thereof. This Agreement does not grant You any ownership rights in the Software, and Your use of the Subscription Services is limited to the rights expressly stated in this Agreement

b) You shall not, except as expressly permitted under this Agreement:

1. Copy, modify, or create derivative works from the Software or Documentation;
2. Reverse engineer, decompile, or attempt to extract source code from the Software;
3. Use the Services to build a competing service or offer SaaS-based access to third parties;
4. Claim any rights of ownership over the Software, including but not limited to hosting, sublicensing, or distributing the Software outside the permitted use under this Agreement.

c) ScreenCloud shall promptly give notice in writing to You in the event that the ScreenCloud becomes aware of any claim that any of ScreenCloud Intellectual Property Rights infringe the rights of any third party. In such an event, ScreenCloud shall indemnify You for any amounts awarded against You in judgement or settlement of such Claims, provided that (a) ScreenCloud is given prompt notice of any such Claim, (b) You provide reasonable co-operation to ScreenCloud in the defence and settlement of such Claim, at ScreenCloud’s expense; and (c) ScreenCloud is given sole authority to defend or settle the Claim.

11. DATA OWNERSHIP & RIGHTS

a) You retain all right, title, and interest in and to Customer Data, including any intellectual property rights therein. You shall have sole responsibility for the legality, reliability, integrity, accuracy, quality and use of the Customer Data. Nothing in this Agreement shall be construed to transfer ownership of Customer Data to ScreenCloud.

b) You grant ScreenCloud a non-exclusive, worldwide, royalty-free license to use, store, process, and display Customer Data solely for the purposes of:

1. Providing the Subscription Services, including storage, transmission, and display of Customer Data;
2. Fulfilling ScreenCloud’s obligations under this Agreement; and
3. Preventing technical issues, improving service quality, and ensuring security.

c) You shall promptly give notice in writing to ScreenCloud when You become aware of any claim that any of Your Customer Data infringe the rights of any third party. In such an event, You shall indemnify ScreenCloud for any amounts awarded against ScreenCloud in judgement or settlement of such Claims, provided that: (a) You are given prompt notice of any such Claim, (b) ScreenCloud provides You with reasonable co-operation in the defence and settlement of such Claim, at Your expense; and (c) You are given sole authority to defend or settle the Claim.

d) The Services are provided to assist with viewing Content on Screens and should not be used for unrelated purposes such as backing up content. You should ensure that You have adequate back-up facilities for any Content. ScreenCloud shall not be liable for any losses or damages incurred by You or any users arising out of or in connection with Your failure to implement adequate back-up facilities in respect of any Content.

12. MARKETING AND PUBLICITY

a) Unless otherwise agreed on an Order Form, ScreenCloud may include Your name and logo in ScreenCloud’s online customer list and in print and electronic marketing materials.

b) Upon Your written request, ScreenCloud will make commercially reasonable efforts to cease any further use of Your name, logo, and other identifying marks in new marketing materials; however, such a request will not require the removal of references in existing materials already in circulation.

13. CONFIDENTIALITY

a) Each party undertakes to the other that during the Subscription Term and thereafter it shall keep secret and shall not without the prior written consent of the other party disclose to any third party (except to its legal and professional advisors) any Confidential Information learned by the recipient party or disclosed to the recipient party by such other party pursuant to, or otherwise in connection with this Agreement, except to the extent that any Confidential Information: (a) is in the public domain (other than by breach of this Agreement) or (b) was already independently known by the recipient party; or (c) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

b) To the extent that it is necessary to give effect to this Agreement, the recipient party may disclose Confidential Information to its employees as may reasonably be necessary provided that the recipient party shall: (a) before disclosure, make such employees aware of their obligations of confidentiality under this Agreement, (b) at all times procure compliance with such obligations of confidentiality, and (c) if requested by the disclosing party, procure named employees to execute a confidentiality agreement directly in favour of the disclosing party.

14. LIMITATION OF LIABILITY

a) This clause 14 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and subcontractors) to the other party:

1. arising under or in connection with this Agreement;
2. in respect of any use made by You of the Services and Documentation or any part of them;
3. in respect of any use made by ScreenCloud of the Customer Data; and
4. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

b) Subject to clause 14(d), neither party shall be liable to the other in contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

c) Each party’s total aggregate and maximum liability, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited to the total Subscription Fees payable by You to ScreenCloud during the twelve (12) continuous Months immediately preceding the date on which the Claim arose.

d) Nothing in this clause 14 shall, however, exclude or restrict liability for: (a) fraudulent misrepresentations, (b) any liability where the law does not permit such exclusion of liability; and (c) death or personal injury arising from negligence.

e) Neither party shall be in breach of any of its obligations under this Agreement which arise or occur due to the act, omission, and default of the other party or your failure to comply with any of its obligations under this Agreement.

f) Except as expressly set out in this Agreement:

1. The Documentation and Services and anything else supplied or provided by ScreenCloud under this Agreement to You are done so on an ‘as is’ basis. While ScreenCloud warrants it will use commercially reasonable endeavours to deliver the Service free from defects, You acknowledge that the service may be subject to limitations, delays and other problems inherent in the use of such information services;
2. You assume sole responsibility for the results obtained from the use of the Services and the Documentation and for conclusions drawn from such use; and
3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

15. TERMINATION

a) Either party may terminate this Agreement or any Order Form with immediate effect without liability by service of written notice on the other and without prejudice to its other rights:

1. if the other party is in material breach of this Agreement where the breach is incapable of remedy; or
2. if the other party is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within thirty (30) days after receiving written notice of such breach or other default from the non-defaulting party; or
3. if any of the following events occur:
   1. it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due for payment;
   2. a petition is presented or documents filed with a court or any registrar or any resolution is passed for its winding-up, administration or dissolution or for the seeking of relief under any applicable bankruptcy, insolvency, company or similar law;
   3. any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, supervisor, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets; or
   4. any event analogous to the events listed in 15(a)(i) to 15(a)(iii) above takes place in respect of it in any jurisdiction.

b) Clause 15(a)(iii)(1) to 15(a)(iii)(4) above do not apply to a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and which is discharged or struck out within twenty-one (21) days.

c) You may terminate this Agreement or any Order Form on written notice with immediate effect, if the availability of the Services falls below 95% in any three (3) consecutive Months, with no liability to make any further payment to ScreenCloud other than in respect of any accrued fees at the date of termination. ScreenCloud shall refund to You any prepaid Fees on a pro-rata basis for the unused portion of the Subscription Term.

d) Where termination is due to ScreenCloud’s material breach, ScreenCloud will refund to You any prepaid Fees on a pro-rata basis for the unused portion of the Subscription Term.

e) ScreenCloud may suspend access to the Services with immediate effect at any time during the Subscription Term if You are in material breach of any obligation in this Agreement which shall include, but is in no way limited to, where any delinquent payment is not received by ScreenCloud within thirty (30) days after notice to You. You will continue to be charged for and be liable for all Fees during any period of suspension. 

f) Where either party initiates termination of this Agreement or any Order Form in accordance with clause 15, You will continue to be obligated to pay all balances lawfully due and payable.

g) On termination of this Agreement or any Order Form for any reason:

1. all rights granted under this Agreement or any Order Form shall immediately terminate, except that any Order Form then in force that is intended to continue shall continue in full force and effect for its intended term;
2. each party shall return and make no further use of any property including any Intellectual Property Rights (and all copies of them) belonging to the other party;
3. ScreenCloud will destroy or otherwise dispose of any of the Customer Data in its possession; and
4. the accrued rights of ScreenCloud or You as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

16. FORCE MAJEURE

a) Neither Party shall have any liability to the other under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by one or more Force Majeure Events provided that, to the extent reasonably possible, the non-affected Party is notified of such and the expected duration.

17. NOTICES

a) Any notice given under this Agreement shall be in writing, in English and sent by email to:

1. Notices for ScreenCloud: compliance@screencloud.io.
2. Notices for You: Either (a) the email address provided on Your Customer Account or, (b) the email specified in a signed Order Form.

18. GENERAL

a) This Agreement applies to both parties and their successors and assigns. You may not transfer your rights and obligations under this Agreement without obtaining ScreenCloud’s prior written consent, which will not be unreasonably withheld. 

b) If any provision of this Agreement is deemed invalid, illegal or unenforceable, the validity of the remaining provisions contained in this Agreement will not be affected. Both parties will work together to replace the invalid provision with a new provision that is legally permissible and has the same effect. 

c) This Agreement constitutes the sole and complete understanding between the Parties and both Parties acknowledge that neither relied on any additional representations (written or oral) in entering into this Agreement.

d) This Agreement is not intended to create any partnership or joint venture relationship between the Parties. Neither Party has the authority to act on behalf of, or bind the other. 

e) ScreenCloud may subcontract any of its obligations under the Agreement, providing that ScreenCloud shall remain responsible to the Customer for the performance of any subcontracted obligations.

f) ScreenCloud may modify the terms of this Agreement from time to time, with notice to You in accordance with clause 17 and/or by notice placed on Your Customer Account immediately after logging into the ScreenCloud Platform. The publish date of the modification will be specified on the notification. 

g) A waiver by any party of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.  No waiver of any right shall constitute a waiver of any other right or be effective unless made in writing and signed by an authorised signatory of the party making the waiver. 

h) Nothing in this Agreement is intended to confer any enforceable rights or benefits on anyone other than the Parties to this Agreement. 

i) Where for any reason You have not signed a copy of this Agreement, the commencement of services or payment of ScreenCloud’s  initial invoice shall constitute acceptance of these conditions.

j) This Agreement supersedes any previous agreements between You and ScreenCloud, unless otherwise agreed between You and Screencloud.

19. GOVERNING LAW & JURISDICTION

a) If you are based in the North or South America per 1.1(a):

1. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. The parties agree to submit to the exclusive jurisdiction of the courts in North Carolina in respect of any disputes.

b) If you are based outside of North or South America per 1.1(b):

1. This Agreement shall be governed by and construed in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts in respect of any disputes.