These General Terms and Conditions (“Terms”) govern products and services supplied by Digital Signage Resolutions LLC (“DSR”) to the customer identified in an accepted quotation, order form, or statement of work (“Customer”). They apply only when incorporated into an accepted order or otherwise validly agreed by the parties. Any negotiated departures must be expressly accepted in writing by an authorized DSR representative.

“Order” means a quotation, order form, statement of work (“SOW”), or other written purchase document accepted by DSR that specifies products, quantities, subscription periods, fees, and service scope.

“Products” include media players and other hardware. 

“Third-Party Software” includes Xibo software and Amino Orchestrate. 

“DSR Services” include agreed provisioning, deployment assistance, configuration, training, consulting, managed services, and support.

DSR is an independent reseller and service provider, not the developer or publisher of Xibo software or Amino products. No agency, partnership, or joint venture is created between DSR and Customer.

Applicable mandatory open-source license terms govern the corresponding open-source software. Applicable third-party end-user licenses and product terms govern the customer’s rights to use the corresponding third-party software or product. DSR’s signed SOW or Order controls its expressly stated commercial scope and fees; these Terms otherwise control DSR’s relationship with Customer. A separately signed negotiated amendment prevails over these Terms to the extent it expressly identifies a conflict.

Customer purchase-order, procurement portal, click-through, or vendor onboarding terms do not amend these Terms merely by being issued, received, or acknowledged; they apply only to the extent expressly accepted by DSR in a signed writing. Nothing in these Terms purports to alter the license granted by an open-source copyright holder or bind a third-party provider to commitments it has not made.

All Orders are subject to DSR’s written acceptance, product availability, supplier acceptance, and any required export, licensing, or eligibility checks. Quotations expire on the date stated; absent a stated date, quotations are valid for 15 calendar days. DSR may correct obvious clerical errors before acceptance.

Prices cover only the stated quantities, scope, service levels, and term. Shipping, taxes, duties, travel, site work, integrations, network remediation, and additional services are excluded unless expressly included. Customer-requested changes require written approval and may change price or schedule. DSR does not guarantee supplier prices, availability, functionality, or renewal rates after the purchased term.

Unless an accepted Order expressly states otherwise, Products, licenses, subscriptions, and prepaid services must be paid in full in cleared funds before DSR places supplier orders, provisions subscriptions, ships Products, or begins work. DSR may require a valid payment method and authorize recurring payment only where separately disclosed and approved.

Invoices are payable in U.S. dollars. Customer shall pay applicable sales, use, and similar taxes other than taxes on DSR’s net income. Customer must raise good-faith invoice disputes within 15 days of receipt, identifying the disputed amount and basis, and must pay undisputed amounts when due.

DSR may suspend future work, fulfillment, or DSR-controlled services for overdue amounts after reasonable notice where practicable, subject to applicable law, third-party provider rules, and any signed service commitments. Suspension does not eliminate accrued payment obligations. DSR may recover reasonable lawful collection costs.

Each license, subscription, and service has the term specified in its Order. Unless the Order expressly states that a service automatically renews, it expires at the end of its purchased term and any continuation requires a new written Order or renewal confirmation. Where automatic renewal is expressly selected, the renewal period, notice deadline, and payment authorization must be stated in the Order.

Renewal prices and offerings are subject to then-current quotations and supplier terms; no future rate is guaranteed. Cancellation, refunds, and transfers of third-party licenses and Products are subject to applicable supplier terms and non-cancelable commitments disclosed in the Order. Prepaid DSR Services are nonrefundable to the extent lawfully specified in the Order, except for DSR’s uncured material breach or other rights that cannot lawfully be excluded.

Where Customer obtains or operates the Xibo self-hosted Content Management System (“CMS”) under the GNU Affero General Public License, version 3 (“AGPLv3”), its rights to that software arise under the AGPLv3, not from a proprietary software license issued by DSR. The AGPLv3 contains warranty disclaimers and liability limitations to the extent permitted by applicable law. A copy of the applicable license should be supplied or linked with the CMS distribution: https://www.gnu.org/licenses/agpl-3.0.html.

DSR does not independently warrant the open-source CMS’s performance, security, availability, compatibility, or freedom from defects. Unless expressly included in a signed SOW, Customer is responsible for its self-hosted server, operating system, network, firewall, backups, patches, access controls, disaster recovery, and security monitoring. Any DSR services concerning the CMS are separate paid services and do not convert the CMS into a warranted DSR product.

Nothing in these Terms restricts Customer’s rights under the AGPLv3 or changes obligations imposed by that license, including any applicable source-code or network-interaction obligations.

Xibo commercial player software, licenses, subscriptions, and other proprietary offerings are governed by the applicable Xibo end-user license agreement (“EULA”) and product-specific terms presented or made available for the Order. Customer must review and accept those terms as required before use. DSR shall identify the applicable Xibo license documents or links in the Order or delivery materials; the current operative version must be verified for each transaction.

DSR supplies the authorized licenses and services expressly described in the Order but does not grant independent ownership, sublicensing, transfer, warranty, indemnity, or source-code rights in Xibo commercial 

software. DSR cannot modify Xibo’s EULA or promise remedies, updates, security outcomes, support levels, or perpetual availability beyond commitments expressly authorized by Xibo and accepted by DSR in writing.

Customer shall provide accurate legal-entity and end-user registration details required for licensing and shall comply with license counts, permitted use, deployment restrictions, and applicable provider policies.

Amino media players and other hardware are subject to the applicable manufacturer specifications, limited warranties, exclusions, and return merchandise authorization (“RMA”) procedures. DSR passes through manufacturer warranty rights to the extent transferable and does not provide a separate manufacturer-equivalent warranty unless an Order expressly says otherwise.

Customer must obtain an RMA authorization before returning hardware. Non-defective returns, evaluation units, restocking charges, freight, and shipping damage are governed by the applicable supplier policy disclosed with the Order; no general return entitlement is created by these Terms. Customer must inspect shipments promptly and notify DSR of visible shipping damage or shortages within five business days, without waiving non-waivable rights.

Licensing and Subscription Terms. Amino Orchestrate is a third-party, cloud-hosted device management platform provided by Amino. Each subscription license covers one registered device for a 12-month term. Additional licenses purchased during an existing subscription term may be prorated to align with the customer's established annual renewal date. Use of Orchestrate is subject to Amino's applicable Terms & Conditions, available at https://www.amino.tv/terms-conditions/atus-orchestrate-terms.

Renewals, Cancellations, and Refunds. Orchestrate subscriptions are billed annually in advance unless otherwise specified in the accepted quotation. Subscription fees are non-refundable, including unused portions of a subscription term. Cancellation does not relieve the Customer of payment obligations already incurred. Renewal and cancellation deadlines shall be governed by the accepted quotation and applicable subscription terms.

Platform Availability and Warranties. Orchestrate is operated and maintained by Amino. DSR does not independently warrant uninterrupted availability, error-free operation, security, performance, or fitness for a particular purpose. Service interruptions may occur due to maintenance, third-party infrastructure, internet connectivity, or circumstances outside DSR's reasonable control. Applicable warranties and remedies, if any, are governed by Amino's terms, subject to applicable law.

Support Responsibilities. DSR serves as the Customer's initial point of contact for account administration, device registration, configuration, and preliminary troubleshooting to the extent included in the purchased services. Platform-related issues may be escalated to Amino. Physical hardware support, third-party applications, custom integrations, on-site services, and additional technical support are excluded unless expressly included in a separate quotation or service agreement.

Customer Responsibilities. Customer is responsible for safeguarding account credentials, managing authorized users, maintaining appropriate network and device security, and complying with Amino's applicable acceptable-use and data-handling requirements.

Third-Party Liability. Amino's contractual warranties, indemnification obligations, and liability limitations are governed by its own agreement. DSR does not independently assume Amino's obligations or guarantee that Amino's contractual protections extend directly to Customer. DSR's liability remains subject to the limitations set forth in these General Terms & Conditions, to the extent permitted by law.

DSR performs only the installation assistance, configuration, onboarding, training, consulting, content work, monitoring, and support expressly identified in the accepted SOW or service plan. Any deliverables, response targets, business-hours coverage, exclusions, acceptance criteria, and change controls must be stated in that document. No 24/7 support, guaranteed resolution time, or uptime service-level agreement is implied.

DSR will perform its own professional services with reasonable care and skill. This limited service commitment does not warrant the operation of third-party software, hardware, customer systems, or third-party networks. Customer must provide timely access, competent contacts, accurate specifications, approvals, and suitable equipment and infrastructure.

Out-of-scope work, including unsupported devices, custom integrations, customer network or server administration, recovery from third-party failures, and rework caused by changed requirements, may be separately quoted.

Customer retains rights in its own content and is responsible for ensuring it has the rights to display, distribute, and use its media, feeds, fonts, trademarks, and data. Customer is responsible for lawful content, physical display placement, device security, user permissions, passwords, MFA where available, backups, network security, and prompt reporting of suspected compromise.

Unless expressly agreed in a signed SOW, DSR is not Customer’s managed security provider, insurer, backup operator, disaster-recovery provider, or guarantor of regulatory compliance. DSR may rely on Customer’s instructions and approvals. Data access, processing, confidentiality, retention, and any required data-processing addendum will be addressed separately where applicable.

Xibo, Amino, and other third parties retain their respective intellectual property rights. DSR retains its pre-existing tools, methodologies, templates, know-how, and other intellectual property; Customer receives only the rights expressly granted in the applicable Order.

DSR does not independently undertake to defend, indemnify, or hold Customer harmless against infringement, software vulnerabilities, data breaches, or other claims attributable to third-party products unless expressly accepted in a separately signed agreement. Any provider-specific indemnity or remedy exists only to the extent the provider grants it under its own applicable terms. Customer is responsible for claims arising from Customer-supplied content, instructions, unlawful use, or unauthorized modifications, subject to applicable law and any expressly negotiated allocation.

EXCEPT FOR DSR’S EXPRESS PROFESSIONAL-SERVICES COMMITMENT IN SECTION 9 AND ANY EXPRESS WRITTEN WARRANTY IN AN ACCEPTED ORDER, DSR MAKES NO INDEPENDENT WARRANTY REGARDING THIRD-PARTY PRODUCTS OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DSR DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

Third-party warranties and remedies, if any, are supplied under the applicable manufacturer or publisher terms. Nothing here disclaims obligations or remedies that applicable law prohibits disclaiming.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY, EXCEPT TO THE EXTENT SUCH EXCLUSION IS PROHIBITED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DSR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID TO DSR FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. FOR A ONE-

TIME HARDWARE PURCHASE, THE CAP SHALL NOT EXCEED THE AMOUNT PAID TO DSR FOR THE AFFECTED HARDWARE.

This section does not limit liabilities that cannot lawfully be limited, including liability for death or personal injury caused by negligence where applicable, fraud, or willful misconduct to the extent non-excludable. The parties should negotiate any additional carve-outs expressly in a signed amendment.

DSR is not responsible for delays, downtime, or failure caused by customer infrastructure, internet or power outages, third-party hosting, supplier services, manufacturer defects, cyberattacks not caused by DSR’s breach of its expressly agreed obligations, or other circumstances beyond DSR’s reasonable control. DSR will use commercially reasonable efforts to communicate material service disruptions within its knowledge and control.

Neither party is liable for delay caused by events beyond reasonable control, except for payment obligations already accrued. The affected party shall notify the other when reasonably practicable and use reasonable efforts to mitigate the effects.

DSR may suspend performance or terminate an affected Order for material breach if Customer fails to cure within 15 days after written notice, except where immediate action is reasonably necessary to address illegal use, material security risk, or provider-required suspension. Customer may terminate an affected DSR Services Order for DSR’s material breach not cured within 30 days after written notice, subject to applicable noncancelable supplier commitments.

Termination does not terminate any independently granted open-source license and does not automatically entitle either party to cancel third-party subscriptions contrary to provider terms. Accrued charges, confidentiality, ownership, liability limitations, dispute provisions, and other terms intended to survive will survive. Transition assistance is separately billable unless expressly included.

Each party shall protect the other’s nonpublic commercial, technical, pricing, and business information using reasonable care and use it only to perform or administer the relationship, except for information already public, independently developed, lawfully received, or required by law to be disclosed. Confidentiality does not prevent disclosures reasonably required to suppliers for license fulfillment and support, subject to appropriate protections.

Contract notices may be sent by email to the designated contacts in the Order; notices of breach or termination should be sent to both the designated business contact and any specified legal notice address. Each party shall keep its contact information current.

Unless a separately signed agreement expressly provides otherwise, Nevada law governs these Terms, without regard to conflict-of-laws rules, and the state and federal courts located in Clark County, Nevada have exclusive jurisdiction, subject to applicable mandatory law. Each party is responsible for its own legal fees unless a court awards fees under an applicable statute or a separately signed agreement.

Customer may not assign its rights or obligations without DSR’s prior written consent, not to be unreasonably withheld for a bona fide business succession, subject to provider transfer restrictions. DSR may use qualified subcontractors while remaining responsible for its expressly agreed services. Invalid provisions will be severed without invalidating the remainder. Waivers must be in writing. Changes to these Terms will not retroactively alter an existing fixed-term Order unless mutually agreed in writing.

These Terms, the accepted Order, applicable service-specific terms, and any signed amendments constitute the complete agreement between DSR and Customer for the stated subject matter, subject always to independently applicable third-party and open-source license terms.