Terms of Service

Last Updated: April 2, 2026

Effective Date: April 2, 2026

1. Acceptance of Terms

1.1 These Terms of Service (“Terms,” “Agreement”) constitute a legally binding agreement between you—whether an individual or an entity—(“Customer,” “you,” “your”) and Screenza (“Screenza,” “Company,” “we,” “us,” “our”), a business operating at 96 W Central St, Unit 2, Natick, MA 01760, United States, governing your access to and use of the Screenza platform, including the website at https://screenza.tv, all associated subdomains, APIs, mobile applications, desktop applications, player applications, documentation, and any related services (collectively, the “Service”).

1.2 By creating an account, clicking “I Agree,” “Sign Up,” “Get Started,” or any similar affirmative action, or by otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to “you” and “Customer” shall refer to that organization.

1.3 If you do not agree to all of these Terms, you must not access or use the Service. Your continued use of the Service after any modification to these Terms constitutes your acceptance of the modified Terms.

1.4 These Terms apply in addition to any order form, subscription agreement, or statement of work executed between you and Screenza (each, an “Order Form”). In the event of a conflict between these Terms and an Order Form, the Order Form shall control solely with respect to the subject matter of that Order Form.

1.5 You represent and warrant that you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is greater, and have the legal capacity to enter into this Agreement. The Service is not intended for individuals under the age of eighteen (18).

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2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Account” means the account created by Customer to access and use the Service.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

“AI-Generated Content” means any images, graphics, text, designs, menu layouts, promotional materials, or other content created, generated, enhanced, or modified through the Service’s artificial intelligence and machine learning features.

“Authorized User” means any individual who is authorized by Customer to access and use the Service under Customer’s Account, including employees, contractors, and agents of Customer.

“Confidential Information” means all non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

“Credits” means the units of value used to meter and pay for AI-powered features within the Service, including but not limited to AI image generation at various resolutions.

“Customer Content” means any data, information, text, images, photographs, menus, logos, trademarks, and other materials uploaded, submitted, transmitted, or otherwise made available by Customer or its Authorized Users through the Service, excluding AI-Generated Content.

“Customer Data” means all electronic data, information, or materials submitted by Customer to the Service, including Customer Content, Account information, usage data, configuration settings, and analytics.

“Documentation” means the user guides, help files, technical specifications, API documentation, and other materials made available by Screenza describing the features, functions, and use of the Service.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, rights of publicity, and any other intellectual property or proprietary rights.

“Player Application” means the Screenza software application designed to run on display devices (including but not limited to Android devices, smart TVs, browser-based kiosk systems, and dedicated signage hardware) to render and display content managed through the Service.

“Screen” means a single physical display device registered to Customer’s Account and managed through the Service.

“Service” has the meaning set forth in Section 1.1.

“Subscription Plan” means the specific tier of service selected by Customer, as described in Section 5 and on the Screenza pricing page, including associated features, limitations, Credits, and fees.

“Third-Party Services” means third-party applications, services, software, products, or integrations that interoperate with or are used in connection with the Service.

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3. Description of Service

3.1 Screenza provides a cloud-based software-as-a-service platform that enables restaurants and other businesses to create, manage, schedule, and deploy digital menu boards, promotional signage, and other digital display content across one or more Screens. Core features of the Service include, but are not limited to:

1. AI-powered food photography and promotional image generation;
2. AI-powered OCR menu import and parsing;
3. Menu board creation, customization, and design tools;
4. Daypart scheduling and automated content rotation;
5. Multi-location and multi-screen management;
6. Real-time content deployment and remote screen control;
7. Player Applications for various display hardware;
8. Content playlists and media library management;
9. Analytics and reporting; and
10. Such additional features as Screenza may introduce from time to time.

3.2 The Service is provided on a subscription basis. Specific features, capacities, and limitations depend on the Subscription Plan selected by Customer. Screenza reserves the right to modify, update, enhance, or discontinue any feature of the Service at any time, with or without notice, provided that Screenza will use commercially reasonable efforts to notify Customers of material changes.

3.3 The Service may include beta, preview, or early-access features (“Beta Features”). Beta Features are provided “as is” and “as available,” without warranty, and may be modified or discontinued without notice. Use of Beta Features is at Customer’s sole risk.

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4. Account Registration and Security

4.1 To access the Service, you must create an Account by providing accurate, current, and complete registration information. You agree to update your Account information promptly to keep it accurate, current, and complete at all times.

4.2 You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your password, API keys, access tokens, and any other authentication mechanisms. You must not share your Account credentials with any unauthorized individual.

4.3 You are solely responsible for all activities that occur under your Account, whether or not authorized by you. You agree to immediately notify Screenza at click to reveal email of any unauthorized access to or use of your Account, or any other breach of security.

4.4 Screenza will not be liable for any loss, damage, or expense arising from your failure to comply with the security obligations set forth in this Section. You agree to indemnify and hold Screenza harmless from any claims arising from unauthorized access to your Account caused by your failure to protect your credentials.

4.5 Screenza reserves the right to suspend or terminate any Account that Screenza reasonably believes has been compromised, is being used in violation of these Terms, or poses a security risk to the Service or other customers.

4.6 Customer is responsible for ensuring that only appropriate Authorized Users have access to the Service, that such Authorized Users are aware of and comply with these Terms, and that Customer maintains appropriate access controls. Customer shall be liable for any violation of these Terms by its Authorized Users.

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5. Subscription Plans, Fees, and Payment

5.1 Subscription Plans. Screenza offers multiple Subscription Plans (e.g., Free, Starter, Pro, Business), each with defined features, Screen limits, Credit allocations, and pricing. The current Subscription Plans, features, and pricing are described on the Screenza website and/or in the applicable Order Form. Screenza reserves the right to modify Subscription Plans, features, and pricing at any time, subject to Section 5.7.

5.2 Fees. Unless otherwise specified in an Order Form, fees for the Service are as stated on the Screenza website at the time of purchase. All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed in writing.

5.3 Payment Processing. Payments are processed through Stripe, Inc. (“Stripe”) or such other third-party payment processor as Screenza may designate from time to time (the “Payment Processor”). By providing payment information, you authorize Screenza and the Payment Processor to charge your designated payment method for all applicable fees. Your use of the Payment Processor is subject to the Payment Processor’s own terms of service and privacy policy, including but not limited to the Stripe Services Agreement and Stripe Privacy Policy. Screenza is not responsible for any errors, failures, or actions of the Payment Processor.

5.4 Billing Cycle. Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected by Customer) on the calendar day corresponding to the date your paid Subscription Plan began. If no corresponding day exists in a given month, billing occurs on the last day of that month.

5.5 Automatic Renewal. All paid Subscription Plans automatically renew at the end of each billing cycle for successive periods of the same duration, unless Customer cancels the subscription prior to the renewal date through the Account settings or by contacting click to reveal email. Renewal will be at the then-current rate for Customer’s Subscription Plan.

5.6 Taxes. All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments, including but not limited to value-added, sales, use, or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s use of the Service, excluding taxes based on Screenza’s net income. If Screenza is required to collect or pay any Taxes, they will be added to Customer’s invoice.

5.7 Price Changes. Screenza may change its fees and pricing at any time. For existing Customers on paid Subscription Plans, Screenza will provide at least thirty (30) days’ prior written notice (via email to the address associated with Customer’s Account or through the Service) before any fee increase takes effect. The increased fees will apply at the start of Customer’s next billing cycle following the notice period. If Customer does not agree to the fee change, Customer may cancel the subscription before the next billing cycle.

5.8 Refund Policy. Except as required by applicable law or as explicitly stated in an Order Form, all fees paid are non-refundable. Screenza does not provide refunds or credits for partial months of service, unused Credits, downgrade refunds, or for periods where Customer’s Account was active but Customer did not use the Service. Screenza may, in its sole discretion, offer refunds, credits, or other consideration on a case-by-case basis.

5.9 Late Payment. If any payment is not received by Screenza by the due date, Screenza reserves the right to (a) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law, (b) suspend Customer’s access to the Service until payment is received, and (c) pursue collection of all amounts due, including reasonable attorneys’ fees and collection costs.

5.10 Disputes. Customer must notify Screenza of any billing dispute within thirty (30) days of the charge in question by contacting click to reveal email. Failure to dispute a charge within this period constitutes acceptance of the charge.

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6. Credit-Based Usage and Metering

6.1 Credit System. Certain AI-powered features of the Service, including AI image generation, are metered through a Credit-based system. Each Subscription Plan includes a defined monthly allocation of Credits. Credits represent units of computational resource consumption and are consumed when Customer uses metered features.

6.2 Credit Consumption. Credits are consumed at different rates depending on the feature used and the parameters selected (e.g., image resolution tier). The current Credit consumption rates are published on the Screenza website and/or in the Documentation. Screenza reserves the right to adjust Credit consumption rates upon thirty (30) days’ notice.

6.3 Credit Expiration. Monthly Credit allocations included with a Subscription Plan do not roll over to subsequent billing cycles. Unused Credits expire at the end of each billing cycle. Screenza is not obligated to provide refunds or compensation for unused or expired Credits.

6.4 Add-On Credit Packs. Customer may purchase additional Credits beyond the monthly allocation included in their Subscription Plan (“Add-On Credit Packs”). Purchased Add-On Credit Packs are non-refundable and may have their own expiration terms as specified at the time of purchase.

6.5 Volume Discounts. Screenza may offer volume discounts on Add-On Credit Packs or bulk usage. Any such discounts will be as specified on the Screenza website or in an Order Form.

6.6 Fair Use. Screenza reserves the right to implement fair use policies to prevent abuse of the Credit system, including throttling, temporary suspension, or rate-limiting of metered features if Screenza determines, in its reasonable judgment, that Customer’s usage is excessive, abusive, or inconsistent with normal business use.

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7. Free Tier and Promotional Offers

7.1 Free Tier. Screenza may offer a free Subscription Plan (“Free Tier”) with limited features and Credits. The Free Tier is provided at Screenza’s sole discretion and may be modified, limited, or discontinued at any time without prior notice.

7.2 Watermark. Content displayed through the Free Tier may include a “Powered by Screenza” watermark or similar branding. Removal of this watermark requires upgrading to a paid Subscription Plan. Customer shall not remove, obscure, modify, or tamper with the watermark on the Free Tier.

7.3 Promotional Offers. Screenza may offer promotional services, including but not limited to “Free Menu Makeover” or similar acquisition tools, at its sole discretion. Promotional offers are subject to specific terms and conditions disclosed at the time of the offer and may be limited in availability, duration, and scope. Screenza reserves the right to withdraw or modify any promotional offer at any time.

7.4 No Guarantee of Continuity. Screenza does not guarantee the continued availability of any Free Tier features or promotional offers. Screenza may convert Free Tier accounts to paid accounts, require upgrades, or limit functionality at any time upon reasonable notice.

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8. License Grant and Restrictions

8.1 License to Customer. Subject to Customer’s compliance with these Terms and payment of all applicable fees, Screenza grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the applicable subscription term, solely for Customer’s internal business purposes and in accordance with the Documentation and the applicable Subscription Plan.

8.2 Restrictions. Customer shall not, and shall not permit any third party to:

1. copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service, its source code, algorithms, or underlying technology;
2. sublicense, sell, resell, rent, lease, lend, distribute, transfer, or otherwise make the Service available to any third party, except as expressly permitted under these Terms;
3. access the Service for the purpose of building a competitive product or service, or for benchmarking or other competitive analysis;
4. use the Service to develop, train, or improve any machine learning or artificial intelligence model outside the Service;
5. use any automated means, including bots, scrapers, crawlers, or spiders, to access, monitor, or interact with the Service, except through APIs explicitly provided and authorized by Screenza;
6. remove, alter, or obscure any proprietary notices, labels, watermarks, or markings on the Service;
7. use the Service in violation of any applicable law, regulation, or third-party right;
8. interfere with, disrupt, or create an undue burden on the Service, its infrastructure, or the networks connected to the Service;
9. attempt to gain unauthorized access to any portion of the Service, other Accounts, or any systems or networks connected to the Service;
10. use the Service to store or transmit any malware, viruses, worms, Trojan horses, or other harmful code;
11. frame, mirror, or otherwise simulate the appearance or function of the Service;
12. share Account credentials or allow multiple individuals to access the Service under a single user account unless expressly permitted by the applicable Subscription Plan; or
13. exceed any usage limits, rate limits, or restrictions specified in the applicable Subscription Plan or Documentation.

8.3 Reservation of Rights. Except for the limited license expressly granted in Section 8.1, Screenza reserves all rights, title, and interest in and to the Service. No rights are granted to Customer by implication, estoppel, or otherwise except as expressly set forth in these Terms.

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9. AI-Generated Content

9.1 Nature of AI-Generated Content. The Service uses artificial intelligence and machine learning technologies, including third-party AI models, to generate images, graphics, text, and other content. Customer acknowledges that AI-Generated Content is produced by automated systems and may not be perfect, accurate, or suitable for all purposes.

9.2 License to AI-Generated Content. Subject to these Terms and Customer’s active Subscription Plan, Screenza grants Customer a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute AI-Generated Content created through Customer’s use of the Service solely in connection with Customer’s digital signage, menu boards, and related business operations. This license continues for the duration of Customer’s subscription and survives termination solely with respect to AI-Generated Content already downloaded or deployed by Customer prior to termination, subject to Section 22.

9.3 No Copyright Guarantee. Customer acknowledges and agrees that:

1. Under current United States copyright law, purely AI-generated works may not be eligible for copyright protection. The legal landscape regarding AI-generated content and intellectual property rights is evolving and uncertain.
2. Screenza makes no representations or warranties that AI-Generated Content is protectable under copyright or any other Intellectual Property Rights in any jurisdiction.
3. Screenza does not guarantee that AI-Generated Content will be unique, original, or non-infringing. Identical or substantially similar outputs may be generated for other customers or third parties.
4. Customer assumes all risk associated with the use, display, publication, and distribution of AI-Generated Content, including the risk that such content may infringe on third-party Intellectual Property Rights.

9.4 Content Accuracy. AI-Generated Content, including AI-parsed menu data, AI-generated food imagery, and AI-composed promotional text, is generated by automated systems and may contain errors, inaccuracies, hallucinations, or artifacts. Customer is solely responsible for reviewing, verifying, and approving all AI-Generated Content before use, publication, or display. Screenza shall not be liable for any loss, damage, claim, or expense arising from Customer’s reliance on AI-Generated Content without independent verification.

9.5 Nutritional and Allergen Information. To the extent Customer uses the Service to display nutritional data, allergen information, calorie counts, or other health-related information, Customer is solely responsible for the accuracy and completeness of such information, regardless of whether AI tools were used to generate or assist in preparing it. Customer acknowledges that AI-parsed or AI-generated nutritional and allergen data may be inaccurate and must be independently verified by Customer. Screenza disclaims all liability for any inaccuracies in nutritional, allergen, or health-related information displayed through the Service, including but not limited to liability arising under the FDA menu labeling requirements at 21 CFR § 101.11 or any state or local equivalent.

9.6 Regulatory Compliance. Customer is solely responsible for ensuring that all content displayed through the Service—including AI-Generated Content—complies with all applicable federal, state, local, and international laws, regulations, and industry standards, including but not limited to food labeling regulations, advertising standards, accessibility requirements (ADA), health department regulations, and truth-in-advertising laws.

9.7 Content Moderation. Screenza may employ automated and/or manual content moderation systems to review AI-Generated Content. Screenza reserves the right to refuse to generate, or to remove, any AI-Generated Content that Screenza determines, in its sole discretion, violates these Terms, applicable law, or Screenza’s content policies.

9.8 AI Model Changes. Screenza may change, update, or replace the underlying AI models, providers, or technologies used to generate AI-Generated Content at any time without notice. Such changes may affect the style, quality, or characteristics of AI-Generated Content. Screenza shall not be liable for any such changes.

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10. Customer Content and Data

10.1 Ownership. Customer retains all right, title, and interest in and to Customer Content. Nothing in these Terms shall be construed to transfer ownership of Customer Content to Screenza.

10.2 License to Screenza. Customer grants Screenza a non-exclusive, worldwide, royalty-free, sublicensable (solely to Screenza’s service providers as necessary to provide the Service) license to host, store, process, display, transmit, reproduce, modify (solely for formatting, display optimization, and technical purposes), and use Customer Content solely to the extent necessary to provide, maintain, improve, and support the Service.

10.3 Responsibility for Customer Content. Customer represents and warrants that:

1. Customer owns or has obtained all necessary rights, licenses, consents, and permissions to upload, submit, and use all Customer Content in connection with the Service;
2. Customer Content does not infringe, misappropriate, or violate any third party’s Intellectual Property Rights, privacy rights, publicity rights, or other legal rights;
3. Customer Content does not violate any applicable law, regulation, or these Terms; and
4. Customer Content does not contain any material that is defamatory, obscene, harassing, threatening, or otherwise objectionable.

10.4 Content Removal. Screenza reserves the right to remove or disable access to any Customer Content that Screenza believes, in its sole discretion, violates these Terms or applicable law, without prior notice and without liability to Customer.

10.5 No Obligation to Monitor. Screenza has no obligation to monitor Customer Content but reserves the right to do so. Screenza is not responsible or liable for Customer Content uploaded, posted, or transmitted through the Service by Customer or its Authorized Users.

10.6 Aggregated and Anonymized Data. Notwithstanding anything to the contrary, Screenza may collect, aggregate, and anonymize data derived from Customer’s use of the Service (“Aggregated Data”), provided that Aggregated Data cannot reasonably be used to identify Customer, its Authorized Users, or any individual. Screenza may use Aggregated Data for any lawful business purpose, including analytics, benchmarking, improving the Service, and creating industry reports, without restriction or obligation to Customer.

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11. Acceptable Use Policy

11.1 Customer agrees not to use the Service, and shall ensure that its Authorized Users do not use the Service, for any purpose that is unlawful, harmful, or prohibited by these Terms. Without limiting the foregoing, Customer shall not:

1. use the Service to create, display, store, or distribute any content that is illegal, obscene, pornographic, sexually explicit, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would constitute a criminal offense or give rise to civil liability;
2. use the Service to impersonate any person or entity, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity;
3. use the Service to generate or display false, misleading, or deceptive content, including false pricing, fake reviews, misleading nutritional claims, or deceptive advertising;
4. use the Service to infringe upon, misappropriate, or violate any third party’s Intellectual Property Rights, privacy rights, or other rights;
5. use the Service for any purpose other than lawful digital signage, menu display, and related business communications;
6. use the Service to send unsolicited commercial messages (spam) or engage in any form of network abuse;
7. attempt to probe, scan, or test the vulnerability of the Service or any related system or network, or to breach any security or authentication measures;
8. use the Service to mine cryptocurrency, run computational workloads unrelated to the Service’s intended purpose, or otherwise misuse computational resources;
9. use the AI features of the Service to generate content that depicts real identifiable individuals without their consent, generates deepfakes or deceptive media, or creates content intended to deceive viewers about the nature of displayed items;
10. resell, redistribute, or white-label the Service or any output of the Service to third parties without Screenza’s prior written consent;
11. use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use of the Service; or
12. violate any applicable law, regulation, or governmental order in connection with Customer’s use of the Service.

11.2 Screenza reserves the right to investigate and take appropriate action against anyone who, in Screenza’s sole discretion, violates this Section, including suspending or terminating the offender’s Account, reporting such activity to law enforcement authorities, and pursuing civil remedies.

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12. Digital Signage Player and Device Terms

12.1 Player Application. Screenza may provide a Player Application for use on Customer’s display devices. The Player Application is part of the Service and is subject to all terms and conditions of this Agreement.

12.2 Device Requirements. Customer is solely responsible for procuring, configuring, maintaining, and supporting all hardware, devices, displays, network infrastructure, and internet connectivity required to use the Service and the Player Application. Screenza is not responsible for the performance, availability, or compatibility of Customer’s hardware or network.

12.3 Device Owner / Kiosk Mode. If Customer configures devices in kiosk mode, device owner mode, or any locked-down configuration using the Player Application or related tools, Customer does so at its own risk and expense. Customer is solely responsible for device management, recovery, and any consequences of such configuration, including the inability to access or recover a device.

12.4 Offline Mode. The Player Application may include offline caching capabilities allowing content to be displayed when internet connectivity is temporarily unavailable. Screenza does not guarantee the completeness, accuracy, or currency of cached content displayed in offline mode. Customer acknowledges that offline content may be outdated and that certain features (including real-time updates, analytics, and remote management) require an active internet connection.

12.5 Updates. Screenza may push updates, patches, or modifications to the Player Application at any time. Customer agrees to allow such updates and acknowledges that failure to accept updates may result in degraded performance or loss of functionality.

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13. Third-Party Services and Integrations

13.1 The Service may integrate with, interact with, or rely upon Third-Party Services, including but not limited to payment processors (e.g., Stripe), AI model providers, cloud hosting providers, content delivery networks, analytics services, and other technology partners.

13.2 Customer’s use of Third-Party Services is subject to the terms, conditions, and privacy policies of the respective third-party providers. Screenza is not a party to and is not responsible for any Third-Party Services.

13.3 Screenza does not warrant, endorse, guarantee, or assume responsibility for any Third-Party Service, including its accuracy, reliability, availability, security, or compliance with applicable laws. Screenza disclaims all liability arising from or related to Third-Party Services, including any loss of data, interruption of service, security breach, or other harm caused by Third-Party Services.

13.4 If a Third-Party Service becomes unavailable, changes its terms or pricing, or discontinues support for integration with the Service, Screenza shall not be liable for any resulting impact on the Service. Screenza will use commercially reasonable efforts to provide alternative solutions where feasible but is under no obligation to do so.

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14. Intellectual Property Rights

14.1 Screenza IP. The Service, including all software, code, algorithms, AI models (to the extent proprietary to Screenza), user interfaces, designs, architecture, Documentation, trade names, trademarks, service marks, logos, domain names, and all improvements, modifications, and derivative works thereof, are and shall remain the exclusive property of Screenza and its licensors. These Terms do not convey to Customer any rights of ownership in or to the Service or any Screenza Intellectual Property Rights.

14.2 Feedback. If Customer provides Screenza with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Service (“Feedback”), Customer hereby assigns to Screenza all right, title, and interest in and to such Feedback. Screenza may use, implement, and exploit Feedback for any purpose without restriction, attribution, or compensation to Customer. Feedback shall not be considered Confidential Information of Customer.

14.3 Trademarks. The Screenza name, Screenza logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Screenza or its Affiliates. Customer shall not use such marks without the prior written permission of Screenza. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

14.4 Customer Marks. Subject to these Terms, Customer grants Screenza a limited, non-exclusive license to display Customer’s name, logo, and trademarks solely as necessary to provide the Service (e.g., rendering Customer’s menu boards with Customer’s branding). Screenza may also use Customer’s name and logo in its customer list and marketing materials, unless Customer notifies Screenza in writing of its objection to such use.

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15. Confidentiality

15.1 Obligations. Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care. Each party agrees not to disclose the other party’s Confidential Information to any third party except to employees, contractors, advisors, and agents who have a need to know and are bound by obligations of confidentiality at least as protective as those set forth herein.

15.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without a duty of confidentiality; (c) is received from a third party without restriction and without a breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

15.3 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided the receiving party gives the disclosing party prompt written notice (to the extent legally permitted) and cooperates with the disclosing party’s efforts to obtain protective treatment of the information.

15.4 Duration. The obligations of confidentiality set forth in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

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16. Data Privacy and Protection

16.1 Privacy Policy. Screenza’s collection, use, storage, and disclosure of personal information is governed by Screenza’s Privacy Policy, available at https://screenza.tv/privacy, which is incorporated into these Terms by reference.

16.2 Data Processing. To the extent Screenza processes personal data on behalf of Customer, Screenza does so as a data processor (or service provider) and Customer acts as the data controller (or business). The parties shall comply with all applicable data protection laws and regulations, including but not limited to the California Consumer Privacy Act (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), the Virginia Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CTDPA”), the EU General Data Protection Regulation (“GDPR”) where applicable, and any other applicable federal, state, or international data protection laws.

16.3 Customer Obligations. Customer is responsible for:

1. ensuring that it has obtained all necessary consents, authorizations, and legal bases for processing personal data submitted to the Service;
2. ensuring that each website, application, or display for which the Service is engaged complies with applicable privacy laws;
3. informing Authorized Users about how their data will be collected and used in connection with the Service; and
4. complying with all applicable data protection laws relating to Customer’s use of the Service.

16.4 Data Processing Agreement. If required by applicable data protection laws, the parties shall enter into a Data Processing Agreement (“DPA”) that supplements these Terms. In the event of a conflict between the DPA and these Terms regarding the processing of personal data, the DPA shall control.

16.5 International Data Transfers. Customer acknowledges that Customer Data may be processed and stored in the United States and other countries where Screenza or its service providers maintain facilities. Customer consents to such transfers and Screenza shall implement appropriate safeguards for international data transfers as required by applicable law.

16.6 Data Retention and Deletion. Screenza retains Customer Data for the duration of Customer’s subscription and for a reasonable period thereafter as necessary for backup, archival, audit, and legal compliance purposes. Upon termination of Customer’s Account, Screenza will delete or anonymize Customer Data within ninety (90) days, unless retention is required by applicable law. Customer is responsible for exporting any Customer Data it wishes to retain prior to Account termination.

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17. Security

17.1 Screenza implements commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These safeguards include, but are not limited to, encryption of data in transit and at rest, access controls, regular security assessments, and incident response procedures.

17.2 Despite Screenza’s security measures, Customer acknowledges that no method of electronic storage or transmission over the Internet is 100% secure. Screenza does not warrant or guarantee the absolute security of Customer Data and shall not be liable for any unauthorized access, disclosure, alteration, or destruction of Customer Data resulting from circumstances beyond Screenza’s reasonable control.

17.3 Security Incident Notification. In the event of a confirmed security breach affecting Customer Data, Screenza will notify the affected Customer without undue delay (and in any event within the timeframes required by applicable data breach notification laws) and will cooperate with Customer in investigating and remediating the breach.

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18. Service Availability and Disclaimers

18.1 Availability. Screenza uses commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, excluding scheduled maintenance and circumstances beyond Screenza’s reasonable control. Screenza does not guarantee any specific uptime percentage unless expressly agreed in a separate Service Level Agreement.

18.2 Scheduled Maintenance. Screenza may perform scheduled maintenance on the Service from time to time. Screenza will use commercially reasonable efforts to provide advance notice of scheduled maintenance that may result in material downtime.

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19. Limitation of Liability

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20. Indemnification

20.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless the Screenza Parties from and against all claims, actions, suits, proceedings, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) (“Claims”) arising out of or relating to:

1. Customer’s or its Authorized Users’ use of the Service;
2. Customer Content, including any claim that Customer Content infringes, misappropriates, or violates any third party’s Intellectual Property Rights or other rights;
3. Customer’s use, display, publication, or distribution of AI-Generated Content;
4. Customer’s breach of these Terms, including the Acceptable Use Policy;
5. Customer’s violation of any applicable law, regulation, or third-party right, including but not limited to FDA regulations, health department regulations, advertising laws, data protection laws, and accessibility requirements;
6. Customer’s negligence, willful misconduct, or fraud;
7. any claim by a third party arising from content displayed on Customer’s Screens or digital signage; or
8. any dispute between Customer and its employees, contractors, customers, guests, or other third parties relating to the Service or content displayed through the Service.

20.2 Indemnification Process. The indemnifying party’s obligations are conditioned upon: (a) the indemnified party providing prompt written notice of the Claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (b) the indemnifying party having sole control of the defense and settlement of the Claim (provided that the indemnifying party shall not settle any Claim that imposes any obligation on the indemnified party or admits liability on behalf of the indemnified party without the indemnified party’s prior written consent); and (c) the indemnified party providing reasonable cooperation and assistance in the defense, at the indemnifying party’s expense.

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21. Term and Termination

21.1 Term. These Terms become effective when Customer first accepts them and continue until terminated in accordance with this Section.

21.2 Termination by Customer. Customer may terminate these Terms at any time by canceling the subscription through Account settings and ceasing all use of the Service. Cancellation of a paid Subscription Plan will take effect at the end of the then-current billing cycle. Customer will not receive a refund for any fees already paid for the current billing cycle.

21.3 Termination by Screenza. Screenza may terminate or suspend Customer’s Account and access to the Service at any time, with or without cause, upon notice to Customer. Without limiting the foregoing, Screenza may immediately suspend or terminate Customer’s Account if:

1. Customer breaches any provision of these Terms;
2. Customer fails to pay any fees when due;
3. Customer’s use of the Service poses a security risk to the Service or other customers;
4. Customer’s Account is required to be terminated to comply with applicable law or a court order;
5. Customer engages in fraudulent, abusive, or unlawful conduct; or
6. Screenza discontinues the Service in whole or in part.

21.4 Suspension. Screenza may suspend Customer’s access to the Service immediately upon written notice (including email) if Screenza reasonably determines that Customer’s use of the Service threatens the security, integrity, or availability of the Service for other customers. Screenza will use commercially reasonable efforts to limit the scope and duration of any suspension to the minimum necessary to address the issue.

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22. Effect of Termination

22.1 Upon termination of these Terms for any reason:

1. All licenses granted to Customer under these Terms shall immediately terminate;
2. Customer shall immediately cease all use of the Service, including the Player Application;
3. Customer shall pay all fees accrued through the effective date of termination;
4. Customer shall promptly return or destroy all Screenza Confidential Information in Customer’s possession;
5. Customer is responsible for exporting any Customer Data it wishes to retain prior to the effective date of termination. Screenza will make Customer Data available for export for thirty (30) days following termination, after which Screenza may delete all Customer Data in accordance with Section 16.6; and
6. AI-Generated Content that Customer has already downloaded, exported, or deployed to Customer’s own systems prior to termination may continue to be used by Customer, subject to the license restrictions set forth in Section 9.2 and any applicable Subscription Plan limitations.

22.2 Survival. The following Sections shall survive termination of these Terms: Sections 2, 5.6, 5.8, 5.9, 9.3, 9.4, 9.5, 10.1, 10.6, 14, 15, 16, 18.3, 19, 20, 22, 24, 25, 26, 27, 28, and 29, and any other provisions that by their nature should survive termination.

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23. Modification of Terms

23.1 Screenza reserves the right to modify these Terms at any time. If Screenza makes material changes to these Terms, Screenza will provide notice to Customer by one or more of the following means: (a) posting the revised Terms on the Screenza website with an updated “Last Updated” date; (b) sending an email to the address associated with Customer’s Account; or (c) displaying a prominent notice within the Service.

23.2 Material changes will become effective thirty (30) days after the notice is provided, unless a longer period is specified in the notice or required by applicable law. Non-material changes (such as corrections of typographical errors or clarifications that do not alter the substance of the Terms) will become effective immediately upon posting.

23.3 Customer’s continued use of the Service after the effective date of any modified Terms constitutes Customer’s acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must discontinue use of the Service and terminate the Account before the effective date.

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24. Dispute Resolution and Arbitration

24.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (“Dispute”) informally. The party raising the Dispute shall send a written notice describing the Dispute and the relief sought to the other party. The parties shall attempt to resolve the Dispute through good-faith negotiations for a period of at least sixty (60) days from the date of the notice.

24.2 Binding Arbitration. If the Dispute is not resolved through informal negotiations within the sixty (60) day period, either party may initiate binding arbitration. Any Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures then in effect, as modified by this Section. The arbitration shall be conducted by a single arbitrator with experience in software-as-a-service and technology disputes.

24.3 Arbitration Procedures

1. The arbitration shall take place in Middlesex County, Massachusetts, or at another location mutually agreed upon by the parties, or remotely by videoconference at the arbitrator’s discretion.
2. The arbitrator shall apply Massachusetts substantive law (without regard to its conflict-of-laws principles).
3. The arbitrator may award any relief that a court of competent jurisdiction could award, including injunctive and declaratory relief, but only to the extent necessary to provide relief warranted by the individual Dispute.
4. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
5. Each party shall bear its own attorneys’ fees and costs, unless the arbitrator awards fees and costs to the prevailing party.
6. The arbitration proceedings and any award shall be maintained as confidential by both parties, except as necessary to enforce the award or as required by applicable law.

24.5 Opt-Out. Customer may opt out of this arbitration agreement by sending a written notice to Screenza at 96 W Central St, Unit 2, Natick, MA 01760, or via email to click to reveal email, within thirty (30) days of first accepting these Terms. The notice must include Customer’s name, email address, and a clear statement that Customer wishes to opt out of the arbitration agreement. If Customer opts out, all Disputes shall be resolved in the state or federal courts located in Middlesex County, Massachusetts, and each party consents to the exclusive jurisdiction and venue of such courts.

24.6 Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights or Confidential Information. Claims arising under Sections 11 (Acceptable Use Policy) and 14 (Intellectual Property Rights) are not subject to the informal resolution requirement in Section 24.1.

24.7 Governing Law. These Terms and any Dispute shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

24.8 Statute of Limitations. Any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after such claim or cause of action arose, or it shall be forever barred. This limitation applies regardless of whether the claim sounds in contract, tort, strict liability, or any other legal theory.

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25. DMCA and Copyright Infringement

25.1 Screenza respects the intellectual property rights of others and expects its Customers to do the same. Screenza will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”) and applicable international copyright laws.

25.2 DMCA Takedown Notice. If you believe that any content on the Service infringes your copyright, you may submit a written DMCA takedown notice to Screenza’s designated Copyright Agent with the following information:

1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, with sufficient information to permit Screenza to locate the material;
4. Your contact information, including name, address, telephone number, and email address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

25.4 Counter-Notice. If you believe that your content was removed or disabled by mistake or misidentification, you may submit a counter-notice in accordance with the DMCA. Screenza will process counter-notices in accordance with applicable law.

25.5 Repeat Infringers. Screenza reserves the right to terminate the Accounts of Customers who are determined to be repeat infringers of third-party copyrights, in accordance with the DMCA and Screenza’s policies.

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26. Export Compliance

26.1 The Service may be subject to United States export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and other applicable international trade laws and regulations.

26.2 Customer represents and warrants that: (a) Customer is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (b) Customer is not listed on any United States government list of prohibited or restricted parties, including the Specially Designated Nationals List, the Denied Persons List, or the Entity List; and (c) Customer will not use the Service in violation of any applicable export control laws or sanctions.

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27. Government Use

27.1 If Customer is a U.S. government entity or the Service is being used by or on behalf of the U.S. government, the Service is provided as “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 2.101, and the rights of the government with respect to the Service are limited to those specifically granted in these Terms.

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28. Force Majeure

28.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay results from circumstances beyond the party’s reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil unrest, government actions, embargoes, sanctions, labor disputes, strikes, power failures, internet or telecommunications outages, DDoS attacks, cyberattacks, third-party service provider failures, or failures of AI model providers (collectively, “Force Majeure Events”). The affected party shall give prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

28.2 If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon thirty (30) days’ written notice to the other party.

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29. General Provisions

29.1 Entire Agreement. These Terms, together with the Privacy Policy, any Order Form, and any DPA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No other terms, conditions, or representations made by Customer (including in any purchase order or other business form) shall apply or have any force or effect.

29.2 Severability. If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, such provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions.

29.3 Waiver. No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

29.4 Assignment. Customer may not assign or transfer these Terms, or any rights or obligations hereunder, without Screenza’s prior written consent. Screenza may assign these Terms, in whole or in part, without Customer’s consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Screenza’s assets. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

29.5 Notices. All notices under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier; or (d) sent by certified or registered mail, return receipt requested, postage prepaid. Notices to Screenza shall be sent to:

Notices to Customer shall be sent to the email address or physical address associated with Customer’s Account.

29.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other’s behalf.

29.7 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever.

29.8 Headings. The headings used in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.

29.9 Construction. These Terms shall not be construed against any party by reason of the fact that such party drafted or proposed any particular provision. The words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation.” The word “or” is not exclusive.

29.10 Electronic Communications. By using the Service, Customer consents to receiving electronic communications from Screenza, including service announcements, administrative messages, billing notifications, policy updates, and other communications relating to the Service. Customer agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

29.11 Language. These Terms are drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall control.

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30. Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service, please contact us:

By using the Screenza Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.