This Subscription Agreement (this “Agreement”) is between Presentations, Inc., d/b/a Arreya, and/or its affiliates (“Arreya”), and the person or entity that creates an account as provided herein (the “Subscriber”)(Arreya and Subscriber are sometimes referred to as individually as a “Party” or, collectively, as the “Parties”).
This Agreement governs access to and use by the Subscriber of the arreya.com website (the “Website”), each Arreya digital signage channel made available for Subscriber’s use (“Subscriber’s Channel”), all content, optional features, website analysis services, and other services or products subscribed to through the Website (collectively, the “Arreya Service”). Any third-party hardware or software purchased by the Subscriber through Arreya shall be purchased under separate agreement but subject to the Terms (defined below).
1. Creating an Account. In order to subscribe to the Arreya Service, Subscriber must create an account. Arreya requires the following information in order to create an account: the Subscriber’s name, email address, password, and billing (i.e. credit card) information. Subscriber is responsible to keep the account information up to date. Arreya will use the account information to provide access to the Arreya Service.
Subscriber is responsible to protect the Subscriber’s username and password and to control access to the computer and other devices used to access the Arreya Service. Further, Subscriber is solely responsible for all activities that occur under or through the Subscriber’s account, including activities initiated by third parties, whether or not the Subscriber has specifically authorized such activities. In no event shall Arreya be liable in any manner for any unauthorized access to the Subscriber’s account. Subscriber shall contact Arreya immediately in the event of any unauthorized access or suspected unauthorized access to Subscriber’s account. Subscriber may not assign or otherwise transfer Subscriber’s account with Arreya to any other person or entity.
2. Subscription to the Arreya Service. Subject to the creation of an account, the payment of the Subscription Fee (as provided in Section 6 below) and the other provisions of this Agreement, Arreya hereby grants Subscriber a non-exclusive, non-transferable subscription to access and use the Arreya Service during the Subscription Term (as defined below).
3. Service Level and Support. Arreya will use commercially reasonable efforts to provide access to the Arreya Service 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance due to circumstances beyond Arreya’s control; provided, however, Arreya shall have no liability to Subscriber in the event access to the Arreya Service is not available for any reason, whether for scheduled or unscheduled maintenance; any and all interruptions, conditions, delays, delivery failures and all other loss or damage arising from or relating to the internet and/or Subscriber’s network, network connections, or telecommunications links; or any other reason. Arreya will endeavor to respond to customer support inquiries within 24 hours of initial contact, excluding weekends and Arreya holidays.
4. Covenants. Subscriber covenants and agrees: (a) to provide Arreya with all information and otherwise cooperate as may be required by Arreya in order to provide the Arreya Service; (b) to comply with all applicable laws and regulations with respect to the Subscriber’s use of the Arreya Service and any content or data uploaded by Subscriber to the Arreya Service or created by Subscriber through its use of the Arreya Service (such content and data being referred to as the “Customer Content”); (c) to perform all the responsibilities and obligations required of Subscriber under this Agreement in a timely and efficient manner; (d) to obtain and maintain all necessary licenses, consents, and permissions necessary for use of the Customer Content and/or as requested by Arreya to perform its obligations under this Agreement; (e) to provide and maintain at all times computer hardware, network and systems that comply with the relevant specifications provided by Arreya from time to time; (f) to provide and maintain at all times any network, network connections, telecommunications and internet links from Subscriber’s systems to Arreya’ servers; (g) to not upload to the Arreya Service any “protected health information”, as that term is defined in the Health Insurance Portability and Accountability Act; (h) to not upload to the Arreya Service any “personal data” (as defined in the European Union’s (EU) General Data Protection Regulation (GDPR)) of any “data subject” subject to the protections of the GDPR without having first obtained both (1) Arreya’s prior express written consent and (2) each such data subject’s express consent to the collection, use and “processing” (as defined in the GDPR) of such data subject’s personal data in connection with the Arreya Service; and (i) that the Customer Content utilized in the Arreya Service and Subscriber’s use of the Arreya Service and will not violate any trademark, copyright, patent or trade secret rights of any person.
5. Proprietary Rights.
5.1 Intellectual Property. Subscriber agrees that Arreya owns all intellectual property rights in the Arreya Service, whether now existing or hereafter created (whether created in connection with modifications or enhancements to the Arreya Service or otherwise). Except for the right to access and use the Arreya Service for the Subscription Term on the terms and conditions set forth herein, Subscriber acknowledges and agrees that this Agreement does not grant Subscriber any rights, ownership interests or licenses to, or in, any patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Arreya Service. Subscriber further agrees not to: (a) copy, modify, duplicate, create derivative works from, mirror, republish, download, display, transmit, or distribute all or any portion of the Website or any other part of the Arreya Service in any form or media or by any means; (b) decompile, disassemble, reverse engineer or otherwise attempt to translate, discover or reduce to human-perceivable form all or any part of the Website or any other part of the Arreya Service, including without limitation the source code, object code or underlying structure, ideas or algorithms of any part of the software that forms a part of the Arreya Service; (c) transfer, distribute, sell, resell, lease, sublease, license or assign the rights granted by this Agreement or otherwise offer all or any part of the Arreya Service to any other person or entity, whether for use on a service bureau, on a value added basis, or otherwise; (d) access or use all or any part of the Website or any other part of the Arreya Service in order to create, develop, copy or market, in any manner, a product or service which directly or indirectly competes with the Arreya Service; or (e) assist any person or entity in connection with any of the foregoing activities.
5.2 Customer Content. Subscriber consents to Arreya’s use of the Customer Content in connection with providing the Arreya Service. Subscriber hereby represents, warrants and covenants, as applicable, to Arreya that (a) Subscriber or Subscriber’s licensors own all right, title, and interest in and to Subscriber’s Customer Content, (b) the Subscriber’s Customer Content and the use of the Subscriber’s Customer Content by Subscriber or Arreya in connection with the Arreya Service will not violate the rights of any other person or entity, and (c) the Subscriber’s Customer Content does not and will not contain any virus, harmful code or other malicious content.
6. Payment and Fees.
6.1 Subscription Fee. Each month during the Subscription Term (as defined in Section 8.1below), Subscriber agrees to pay to Arreya the Subscription Fee, which is billed in advance and is non-refundable. The “Subscription Fee” is the sum of (i) the base monthly fee, and (ii) the monthly fee for each optional service (a “premium widget”) that Subscriber elects to include in the subscription, all at the prices posted on the Website. The Subscription Fee is subject to change at any time. Changes in the fee for the base monthly service and any premium widgets will be effective thirty (30) days after such changes have been posted on the Website or after Arreya has provided notice to Subscriber (pursuant to Section 13) of such changes. Unless otherwise stated, all amounts due Arreya are stated in U.S. Dollars.
6.2 Manner of Payment. Arreya will charge the Subscription Fee to the credit card listed in Subscriber’s account at the time the Subscription Fee is due. Subscriber hereby authorizes the card issuer to pay Arreya any amounts due and at the times as provided under this Agreement. Subscriber specifically authorizes Arreya (or a billing agent acting on behalf of Arreya) to continue charging all such amounts to the Subscriber’s credit card listed in the Subscriber’s account on a monthly basis or as otherwise provided in this Agreement until such time as the subscription for the Arreya Service is cancelled by Subscriber or terminated by Arreya, all as provided in Section 8 of this Agreement. Subscriber must provide and maintain at all times current, complete and accurate billing and credit card information in its account with Arreya. Subscriber shall promptly update all billing information (i.e. billing address, card number and expiration date) required to maintain current account information with Arreya. In the event Subscriber’s credit card is cancelled or Subscriber’s account is otherwise compromised (such as an unauthorized disclosure or use of Subscriber’s username or password), Subscriber shall give Arreya prompt notice of such event. Subscriber authorizes Arreya to obtain updated or replacement expiration dates for Subscriber’s credit card if the credit card expires. Arreya reserves the right to charge any renewal card issued to Subscriber as a replacement. If payment is not received from the issuer of Subscriber’s credit card, Subscriber agrees to pay all amounts due upon demand. In addition to all Subscription Fees, Subscriber agrees to pay all costs of collection, including attorney’s fees and costs, for any amounts due Arreya. Subscriber shall be responsible to pay any and all charges imposed by the issuer of Subscriber’s credit card in connection with payment of any amounts due Arreya under this Agreement, including without limitation any foreign transaction or other fees or charges. Subscriber is responsible for checking with its bank and credit-card issuer for details regarding such fees and charges.
Arreya reserves the right to immediately deactivate Subscriber’s access to the Arreya Service for failure to pay the Subscription Fee and/or any other amounts due Arreya under this Agreement.
6.3 Taxes. Each Party will be responsible to identify and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on the respective Party upon or with respect to the transactions and payments under this Agreement. The Subscription Fee and fees for any optional services quoted or published by Arreya are exclusive of Sales Taxes (defined below). Arreya may charge and Subscriber agrees to pay applicable Sales Taxes that are due with regard to the subscription for the Arreya Service and any other services or products provided by Arreya. Subscriber shall provide such information to Arreya as reasonably required to determine whether Arreya is obligated to collect Sales Taxes from Subscriber. Arreya will not collect, and Subscriber shall not be obligated to pay, any Sales Tax for which Subscriber furnishes to Arreya a properly completed exemption certificate or a direct payment permit certificate for which Arreya may claim an available exemption from such Sales Tax. All payments made by Subscriber to Arreya under this Agreement are quoted or stated without any deduction for any tax or amount due for withholding of any tax that may be due under applicable law. If any such deduction or withholding (including, without limitation, cross-border withholding taxes) is required on any payment, Subscriber will pay such additional amounts as are necessary so that the net amount received by Arreya is equal to the amount then due and payable under this Agreement. “Sales Taxes” mean all taxes and duties applicable to the sale or use of the Arreya Service, including, without limitation, sales tax, use tax, service tax, value added tax (VAT), gross receipts tax and excise taxes.
7. Permission to Identify Subscriber as a Customer. Unless otherwise agreed by Subscriber and Arreya in writing, Subscriber hereby authorizes Arreya to identify Subscriber as a client of the Arreya Service on the Website, or anywhere else Arreya deems appropriate, and to use Subscriber’s name, trade name, trademarks, and logos for such identification unless and until Subscriber provides notice to Arreya (pursuant to Section 13) specifically requesting that Arreya cease doing so.
8. Term & Termination.
8.1 Term. The “Subscription Term” will commence of the date specified by Arreya, which shall be after Subscriber has created an account, Arreya has approved Subscriber’s access to the Arreya Service and Arreya has processed Subscriber’s billing information, and continue thereafter for a period of thirty (30) days. After the initial thirty (30) day period, the Subscription Term shall automatically renew for successive thirty (30) day periods unless and until either Party terminates this Agreement as provided in Section 8.2 below.
(a.) Termination by Subscriber. Subscriber may terminate this Agreement at any time by providing Arreya a written notice, pursuant to Section 13, stating the date of termination; provided, however, except as provided in Section 9 below, Arreya must receive such notice at least fifteen (15) days before the next Subscription Fee is due to avoid billing Subscriber’s credit card. All fees billed to Subscriber’s credit card are non-refundable.
(b.) Termination by Arreya. Arreya may terminate this Agreement immediately upon any material breach by Subscriber of any of the terms in this Agreement, including, without limitation, immediately upon Subscriber’s failure to pay, when due, any amounts required by Section 6 above. Arreya may also terminate this Agreement without cause on thirty (30) days advance notice to Subscriber, pursuant to Section 13, in which case Arreya will reimburse Subscriber on a pro-rata basis for any advance payments paid for the period after the date of termination. Other than such reimbursement, Arreya will have no liability whatsoever for exercising its right to terminate this Agreement.
9. Changes. Arreya reserves the right to modify from time to time the Arreya Service. If, however, Arreya, in its sole discretion, determines that such modifications materially reduce the value of the Arreya Service, Arreya will notify Subscriber of the effective date of such modifications and Subscriber shall have the right to terminate this Agreement effective immediately upon notice, pursuant to Section 13, to Arreya; provided, however, Arreya must receive such notice within fifteen (15) days after the date on which such modifications take effect. In the event of such termination by Subscriber, Arreya will reimburse Subscriber on a pro-rata basis for any advance payments paid for the period after the date of termination. Subject to Arreya’s thirty (30) day advance notice obligation and, if applicable, reimbursement obligation set forth in Section 8.2 above, Arreya may discontinue the Arreya Service at any time without any liability to Subscriber.
10. Confidentiality. Subscriber agrees to hold confidential all information Arreya discloses to Subscriber that is marked “Confidential Information” or the like, and, unless required by law, not make Arreya’s Confidential Information available to any third party, or use Arreya’s Confidential Information for any purpose other than the implementation of this Agreement. Subscriber agrees to take reasonable steps to ensure that Arreya’s Confidential Information is not disclosed or distributed by Subscriber’s employees or agents in violation of the terms of this Agreement, and to promptly return or destroy all such Confidential Information promptly upon Arreya’s request.
12. Subscriber Representations and Warranties. Subscriber hereby represents, warrants and covenants, as applicable, to Arreya that: (i) Subscriber have all necessary permissions to create an account and give Arreya and the Arreya Service access to Subscriber’s digital signage, or any other accounts Subscriber authorizes Arreya to access; (ii) Subscriber has all rights, licenses, and consents required to upload any and all content to the Arreya Service for display on digital signage on these terms, and further represents and warrants that such use or publication does not infringe the rights of any third party or violate any applicable law or regulation, including any privacy laws; and (iii) and Subscriber will not upload or cause to be published by the Arreya Service any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, that constitutes protected health information under the Health Insurance Portability and Accountability Act, that is abusive, illegal, or otherwise objectionable, which may constitute or encourage a criminal offense, violate the rights of any party or, which may otherwise give rise to liability or violate any law.
13. Notice. Arreya may deliver notice to Subscriber under this Agreement by electronic mail, a general or specific notice on the Website, a communication to Subscriber’s account or by written communication delivered by first class U.S. mail to Subscriber’s address on record. Notices to Arreya must be in writing and will be deemed given when (a) delivered personally, (b) sent by email to the following email address: firstname.lastname@example.org, or (c) sent to address below, in which case notice is deemed given upon receipt:
Presentations, Inc., d/b/a Arreya
935 Boyson Ct., Suite B
Hiawatha, IA 52233
14. No Partnership or Agency. Nothing contained in this Agreement will be construed to place Arreya and Subscriber in a relationship as partners, joint venturers, or principal and agent.
16. Injunctive Relief. Subscriber agrees that money damages would not be a sufficient remedy for breach of section 5 or section 10 above and that Arreya shall be entitled to, in addition to any other remedies available to it at law or in equity, specific performance, preliminary injunctive relief, permanent injunctive relief and other equitable relief for any such breach by Subscriber, without the necessity of posting any bonds or having to prove money damages or having to show that money damages are an inadequate remedy.
Last reviewd: 8/04//2023
Last updated: 4/24//2019