For purposes of this document, the Digital Dealership System, INC. will herein be referred to as “Service Provider” or “Digital Dealership System” and the Dealership or Dealer Group will herein be referred to as “Client” or “Dealership” or “Dealer” or “Customer”.
It is understood and agreed by and between the parties that all hardware that is purchased by Dealership and all warranties on such hardware are covered by manufacturer unless noted otherwise in writing.
Unless otherwise contracted, expenses related to installation of the system is solely the responsibility of the Dealership and the acceptance of any referrals or other assistance provided by Service Provider is at the sole discretion of Dealership.
Potential Fees Associated with Installation:
Installation Labor per TV: $400
Electrical: $150/hour
Mount: $250
Internet Cable: $100/hour
Cables: $200
Hiding of Wires: $75/hour
55″ Consumer TV: $700
55″ Commercial TV: $1000
*actual prices may vary based on vendor, state taxes and additional fees
INTERNET / POWER. Dealership is required, at it’s own expense to provide and maintain unfiltered Internet access and consistent power 24/7 to the System. Any changes to the Internet connection that requires on-site support will be charged as needed by the Service Provider. Failure to provide internet service or remote access does not absolve the dealership from contracted financial responsibilities. Customer is required to utilized a surge protection device to prevent electrical damage to media player and systems. Damage due to surge will require standard replacement fees, not to exceed the original cost of parts and service for equipment replacement.
MEDIA PLAYER. Service Provider’s Media Player is required for service and is owned through the term of the service. The Service Provider will warranty the Media Player for the term of this agreement, unless damage is deemed malicious and/or intentional. If Media Player is unable to be serviced remotely, an RMA will be issued and replacement sent. Dealership is responsible for shipping and handling as needed. Any issues outside of standard maintenance will be billed at $65/hour. Upon termination of the service, customers are required to return the media players at their own cost or be charged replacement fees of $995 per device.
BILLING. Initial billing will occur on or about the date of the agreement with future billing based on terms of the agreement. An allowance of up to 15 days will be provided from the receipt of shipped systems on self-install solution for billing to commence. Delays due to dealership issues regarding installation will not effect the billing cycle. For turn-key solutions, the beginning of the agreement term will be based on the actual installation date. Billing will continue on schedule throughout the term without interruption or delay.
INVOICING. Invoicing is done as a courtesy to customers. Dealership is responsible for billing based on the terms of the agreement and standard payment cycle per terms of agreement. Customers are responsible for on-time payments regardless if they receive invoices or not. Customer agrees to pay a service charge per month of up to 1.25% per month on all past due balances.
AUTOMATIC RENEWAL. The agreement will automatically renew for the same term as originally contract unless the Dealership provides written, certified notice 60 days prior to renewal date.
DISCOUNTS. If fees are discounted as part of an agreement term, and so noted as such in the agreement, then early termination will result in fees to offset standard pricing of hardware and/or service fees as noted. Any change in package or services may effect discounts applied.
MARKETING. The Service Provider reserves the right to use images of the product, installation, Dealership Logos, etc. and acknowledgments of relationship in marketing and promotional materials online and in print indefinitely unless otherwise instructed in writing by Dealership.
SELF-INSTALL. Dealers who select the to self-install the systems will be provided with the media player, hdmi cable, internet cable, mount and power supply. Dealers are responsible for internet connectivity, including, but not limited to networking, wiring and firewalls. Dealers are responsible with all fees associated with the installation of the media player, internet and hardware.
TURN-KEY INSTALL. Unless otherwise noted, the Turn-Key Install includes Commercial Grade Monitors installed by insured providers whereas the dealer is responsible for the following: cabling and power at each location to Service Provider specifications; power within 10′ of installation location, safe and secure equipment including electronic lift, scaffolding, ladders for installed equipment over 6′; any wall repair, paint, finishes from install; unfiltered internet access to send/receive data; on-site phone support and assisting in warranty support as needed; on-site support for issues related to power surge or insufficient power requirements, not covered by warranties; providing access to monitors for any warranty work; securing and provisions any local or state permits. Service Provider will install all necessary mounts, splitters, distribution and converters and install, where feasible, in a centralized location based on building structure, time and technology considerations. Service Provider will preload and update content based on dealer’s provider content or Service Provider standard content. Any additional customization content that dealer requests may be subject to content creation fees of $150/hour or otherwise quoted. Dealer can provide any preformatted content to be uploaded at no cost. End of term requires dealer to return any splitters, extensions, routers, battery backups, media players, and wiring that are not run through walls. Dealer, unless otherwise provisioned in the agreement, maintains full ownership of the monitors, mounts, video wall hardware and in-wall wiring. Dealer must notify Service Provider with intent to cancel within 60 days via written and verifiable resource. Value for equipment to be returned: Video Distribution: $5000. Media Player: $995. HDMI Extension: $600/set. HDMI Splitter: $750. Router: $500. Cable: $30/each. Warranty coverage includes the Dealer’s ability to call the provided 800-number for remote diagnostics and handle any related exchange claims. Monitor warranties are covered by the manufacturer, their timeline and their policies. Dealer may be responsible for costs associated with removing or access to panels for removal, as well as reinstallation. Warranty does not cover damage due to physical damage, acts of God or electrical damage. Any replacement due to these situations are covered at Dealer’s expense. Warranty provisions do not absolve Dealers responsiblity to financial terms of the agreement. Turn-key installs are term agreement whereas any cancelation requires the full payment to end of term. Installations automatically renew unless cancellation notice is provided.
Software and Services. COPYING OR REPRODUCTION OF ANY SOFTWARE OR SERVICES RELATING TO, OR AVAILABLE THROUGH, THE DIGITAL DEALERSHIP SYSTEM TO ANY OTHER SERVER, LOCATION OR PRODUCT FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. COPYING, DUPLICATING, REMANUFACTURING OR OTHERWISE RECREATING THE HARDWARE, INCLUDING THE KIOSKS AND MEDIA PLAYER IS STRICKLY PROHIBITED.Use of software, services, programming or content for use other as described is in violation of this agreement and will be prosecuted as intellectual theft as deemed by law.
CANCELLATION POLICY. Cancellations of Self-Install Systems within 30 days of installation will include a 100% refund of hardware and service fees provided by Service Provider. Prior to cancellation, Service Provider must be allowed a minimum of 14 days to solve any service issues. Upon cancellation of services, all hardware must be returned in workable condition with all included wires and connections as originally provided. If cancellation occurs before end of term, customer is responsible for total amount of agreement term and associated payments. Cancellation of installed solutions requires total payment for the term and all monies and appropriate taxes due. Billing continues and the account remains open until all hardware is returned and the account is paid up to date according to the terms of the agreement and applicable cancellation policy.
36-Month Price Lock, Cancel Anytime (cancel anytime). If this service is selected, after January 2017, then the pricing at time of agreement is to remain the same for 36-months regardless of any potential service fee changes during the term. The Self-Install Service can be canceled and the account can be closed at any time without notice by returning the equipment and and paying amount equal to two months of service. Any past due payments must be made. Current deposited funds cannot be applied to cancelation. Partial months are not included. Account will be closed upon receipt of equipment in working order with normal wear and tear, and two months payment.
Month-to-Month. If this service is selected, after March 2019, the service can be canceled and the account can be closed at any time with a 60 day notice by returning the equipment and paying an amount equal to two months of service. Any past-due payments must be made. Current deposited funds cannot be applied to cancelation. Partial months are not included. If your notice is received in the middle of a billing period, there will be an additional invoice due to close the account. Account will remain open and billing will continue until payment and equipment are received.
PAYMENT TERMS. Client promises to pay on or prior to the due date as outlined in the agreement and agrees to pay a service charge per month of up to 1.25% per month on all past due balances. Payments and/or Agreement in Entirety may be transferred to third party for payment processing or services. In the event any third parties are employed to collect any outstanding monies owed by said business the Dealer agrees to pay collection costs at minimum of 25% over the balance due, including attorney fees, whether or not litigation has commenced, and all costs of litigation incurred.
Design/Layout. The design or layout of the profile or website, or any other Website or service owned, operated, licensed or controlled is the property of Digital Dealership System, INC. Elements of the Service are protected by copyright, trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Website or Service may be copied or retransmitted unless expressly permitted by Digital Dealership System, INC.
TECHNOLOGY DISCLOSURE. The Service Provider has tested the media player and system prior to shipping. Certain configuration changes may need to be made during installation. The Service Provider, at the request of the Dealership, may extend the CANCELLATION POLICY in order to accommodate or address any issues that may persist. Any policy extension may extend the due date of the monthly service fees.
Climate Usage. The equipment provides is designed for inside / covered usage and should not be exposed to direct sunlight, heat over 90 degrees Fahrenheit, water, humidity or moisture. Doing so may void any warranties, limit usages and reduce lifespan of equipment. Computers, Screens, and relevant hardware must be installed well ventilated, humidity controlled, cooled area. All electronic installations require battery backup.
RSS FEED. The Service Provider may utilize public RSS Feeds for news content. The Service Provider is not responsible for such information or its availability. This includes news feeds, twitter, DealerRater or any other feed integrated into the system.
INTERNET CONTENT. The Service Provider utilizes components and browsers within the software to the access the Internet and content such as, but not limited to, Twitter, FaceBook and YouTube. The Service Provider is not responsible for such information or its availability, nor the provided content through these services. The Dealership, at their sole discretion, from within the software can choose to utilize or customize these services.
PARTNER CONTENT. Content partners, those companies that provide partnerships for content to the Digital Dealership System are under license and agreement with that third party. Using that content is subject to terms and conditions of those providers. Additional information for this content will be provided upon request. Content partnership is subject to agreement between Content Partner and Digital Dealership System and can end at any time. If content services are provided at no additional cost to the Dealership, then no retribution is required or guaranteed. If the content services are charged as a premium service to customer, outside of standard service plans, the customer will no longer be charged for said services.
MUSIC LICENSING. Music provided by Service Provider or authorized partner grants Dealer permission to licenses for use in business for overhead or music on-hold applications only. Dealer is not permitted to download, copy, sell, distribute, stream, record or used outside the designed system, including off-site events or events that charge admission. Music services cannot be used in private homes, vehicles or similar locations. All license fees are paid for by Service Provider or Authorized Partner. Service Provider is not responsible for music content, accounts, access or accessibility to content.
TELEVISION INTEGRATION. The Service Provider has tested the media player utilizing a variety of cable and satellite systems. Any variances in the setup may require additional hardware and wiring to match system performance with Dealership television system, including but not limited to wiring, cable/satellite box, cables. The Dealership is required to make any provisions required.
TELEVISION/MONITOR REQUIREMENT. Provided Television/Monitor must accept HDMI input with minimum resolution of 1920×1080. Service Provider is not responsible for adapting system to meet lesser requirements. Charges may apply.
Trademarks/Copyrights. The Service Provider and affiliate names, and affiliate products and services referenced herein are either trademarks or registered trademarks of Service Provider and its affiliates. Service Provider has made every effort to supply trademark information about the company names, products and services mentioned on it’s website. All third party trademarks represented are the property of their respective owners.
VIDEO CONTENT. Video content provided through services accessed through the Service Provider are owned by the associated companies and provided under fair-use to the dealer clients. The Service Provider provides access and in some cases may assist in such access, but is not charging or profiting from the specific videos. If any video content provided through the system violates any copyright or use laws, they will be removed immediately upon notification from the source of such content.
PROFILE. The format of the screen (Profile) is set as part of the agreement. Any changes, other then colors or content, may incur additional fees up to $75/hour with minimum of four hours.
CONTENT. The Service Provider is not responsible for the accuracy of images, offers or statements made on the system. The Dealership will hold Service Provider harmless for any discrepancies in messages or statements made through the provided system. The Dealership authorizes the Service Provider to any and all branding and marketing available under the Dealership’s franchise / partnership agreements with any an all brands or affiliates.
ComFREETV. Commercial Free TV, ComFreeTV or Commercial Replacement indicates a service that minimizes commercials based on a signal received through a proprietary media player. This media player must be connected to the internet at all times for authorization and controls. Commercial Free TV minimizes and replaces up to three minutes of commercials as a variable of signal strength and variance from each channel. The Provider is not responsible for commercials that are shown and not minimized. Upon completion of playing for the designated time or content, regular programming will be displayed from the Cable or Satellite provider.
TECHNOLOGY GUARANTEE. For the life of the customer, as provided through agreement, the Provider will cover the replacement or maintenance of the media player at the Provider’s expense. The Dealership is responsible to assist in diagnosing the issue and keeping the system connected to the Internet. The Provider requires internet access in order to assess the status of any issues with the media player. This does not apply to Kiosk or Tablet Screens or Monitors unless otherwise noted. Installation, Uninstallation and/or removal is not included in the Technology Guarantee. The System must be made available at ground level for on-site technician if deemed applicable. Warranty does not cover damage due to physical damage, acts of God or electrical damage. Any replacement due to these situations are covered at Dealer’s expense.
Service Provider and Dealership agree to regard and preserve as confidential all information related to the business and activities of the other, its customers, clients, suppliers and other entities with whom such other party does business, that may be obtained from any source or may be developed as a result of this Agreement, (“Confidential Information”). Each party agrees to hold such Confidential Information in confidence for the other and shall not, except in furtherance of the purposes of this Agreement, use (directly or indirectly) any such Confidential Information for its own benefit or the benefit of any other party, nor disclose such Confidential Information to any person, firm or enterprise, unless authorized by the other party in writing, and even then, to limit access to and disclosure of such Confidential Information to its employees on a “need to know” basis only. Information shall not be considered Confidential Information if it is: (i) already known free of restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of restriction and without breach of this Agreement; (iii) is or becomes publicly available through no wrongful act; or (iv) is independently developed without reference to any Confidential Information of the other party. Dealership is prohibited from utilizing such information in creating any competing system for minimum of one year after the termination of agreement.
HARDWARE WARRANTY. In such case as monitors or televisions do not function and it is determined that support is needed, this support is covered under the manufacturer or extended warranty. The terms and conditions of this support are subject to the provider and not the Digital Dealership System or it’s affiliates. The dealership is responsible for providing access and assistance to manufacturer as required. This may include providing serial numbers, un-mounting TVs, speaking with the representatives and/or scheduling repairs. Monitor or television support does not constitute a breach of agreement by Service Provider and Dealer is still responsible for monthly payments as agreed while repaired for warranty.
AGREEMENT TERMINATION. Upon agreement termination based on the terms herein or in the original agreement, the dealership must return the media player and power supply in working order. If installation services were provided as part of the agreement, than any Routers, Splitters, HDMI Extenders and, Battery Backups must be returned. Failure to return the items will result in the appropriate charges per device whereas the minimal charges for COAX Distribution: $5000. Media Player: $995. HDMI Extension: $600/set. HDMI Splitter: $750. Router: $500. Cable: $30/each.
Shipping and Crating. Third party shipping companies are used to deliver media players, hardware, and kiosks to Dealerships. If there is any apparent damage to the shipping container or problems with the delivery, the dealership is responsible for notifying the shipping company prior to accepting/refusing shipment.
Crate Deposit. A crate charge of up to $500 may be applied to the dealership account as a 100% refundable deposit upon the return of the shipping crate. Once the delivered kiosk(s) is removed from the crate, the dealership is to arrange for pick-up of the empty crate. Upon return of the crate, the deposit will be refunded 100%.
Kiosks. Kiosks for in-store or off-site use, must carry liability and damage insurance in case of damage, theft or malice. The dealership is responsible for the upkeep and maintenance kiosks. If leased kiosks are returned damaged, the dealer is responsble for the full replacement fee based on new retail price at time of return.
NO WARRANTY, CONSEQUENTIAL DAMAGE WAIVER, AND LIMITATION OF LIABILITY. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, LOCATION UNDERSTANDS AND AGREES THAT PROCESSOR MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING THE CONDITION OF THE DIGITAL DEALERSHIP SYSTEM, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SERVICE PROVIDER SHALL IN NO EVENT BE RESPONSIBLE FOR ANY LOST PROFITS OR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES THAT LOCATION MAY INCUR, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE. PROCESSOR’S SOLE LIABILITY TO LOCATION HEREUNDER, EXCEPT AS OTHERWISE PROVIDED, SHALL BE TO REMEDY ANY BREACH OF THIS AGREEMENT IN A TIMELY MANNER. NEITHER PARTY WILL BE LIABLE FOR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT IF SUCH FAILURE IS DUE TO ACTS OR EVENTS BEYOND SUCH PARTY’S REASONABLE CONTROL.
General Provisions.
Modifications. It is understood and agreed that any modifications to the terms and conditions of this Agreement shall require a written amendment agreed to and signed by both parties prior to the effectiveness of such amendment.
Severability. If any one or more of the provisions contained herein for any reason are held to be invalid, illegal, or unenforceable in any respect, such condition shall not affect any other provision thereof and this Agreement shall be construed as if such condition had never been contained herein.
Construction. Headings used in this Agreement are used for clarity only and do not constitute substantive matters to be considered in construing the terms of this Agreement.
Entire Agreement.This agreement and these terms of service, together with any attachments hereto, constitutes the full and complete understanding between the parties hereto and supersedes all prior understandings, whether written or oral, pertaining to the subject matter hereof and cannot be modified except by a written instrument signed by the parties hereto.
Conflicting Law or Regulation. Nothing contained herein shall require the commission of any act contrary to an express provision of law, or any rule or regulation of any governmental authority, and if there shall exist any conflict between any provision of this Agreement and any such law, policy, rule or regulation, the latter shall prevail, and the provision or provisions of this Agreement shall be curtailed, limited or eliminated to the extent necessary to remove such conflict; and as so modified this Agreement shall continue in full force and effect.
Choice Of Law. This Agreement shall be construed, interpreted and enforced in accordance with and shall be governed by the laws of the State of Florida applicable to agreements entered into and wholly to be performed therein. Both parties hereby submit to the exclusive jurisdiction of the State and Federal courts located in Palm Beach County, Florida, with respect to any action which any party desires to commence arising out of or in connection with this Agreement or breach or alleged breach of any provision hereof, and further consent and agree to accept service of process outside the State of Florida in any matter submitted to such Court pursuant thereto.
Original. This Agreement may be executed via electronic mail via PDF or facsimile transmission and such copy will constitute an original copy of this Agreement.
Waiver. The failure of either party to enforce any provision of this Agreement, or to seek relief for any breach or failure to comply with any representation, warranty, obligation or duty of a party under this Agreement, shall not waive any right to enforce such provision in the future or to seek relief for any subsequent breach.
Not Assignable. Location shall not assign or dispose of any of its rights or obligations under this agreement without prior written consent of Processor. This Agreement is binding on the successors and permitted assigns of the parties.
Attorneys’ Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.
Notices. All notices hereunder shall be in writing and shall be deemed given upon personal delivery or upon deposit in the United States Postal Mail, FedEx or UPS wherein delivered with verifiable, signatory means and with return receipt requested, addressed to Processor and Location at their respective addresses as listed above. Any party may change its address for notice in accordance with the terms of this paragraph.
