Subscription Services Agreement

Wallboard Display-US, LLC | wallboard.us/legal

This Subscription Services Agreement (this “Services Agreement”) is entered into by Wallboard Display-US, LLC, a Texas limited liability company (“Wallboard”), and the customer identified below (“Customer”), and is effective as of the Subscription Start Date set forth below. This Services Agreement is an Order Form under, and incorporates by reference, the Wallboard End User License Agreement, the current version of which is available at wallboard.us/legal (the “EULA”).

Customer Information

Customer (legal name)
Primary Contact
Address
Phone
Email
Notices Email (Legal)

Order Details

Subscription Start Date	Initial Term	Billing Frequency	Deployment Model
	12 months	Monthly	☐ Cloud ☐ Dedicated Cloud ☐ On-Premise ☐ Hosted (Reseller)

Item #	Description	Qty	Unit Fee	Total Fee	Frequency
WB-SUB	Wallboard Subscription Licensing

Attached Schedules and Addenda. The following are attached to and form part of this Services Agreement (check all that apply):

☑ Schedule A – Support & Service Levels (applies to all orders)

☐ Schedule B – Hardware Terms (applies only if hardware is listed in the Order Details)

☐ On-Premise Deployment Addendum (applies only if the Deployment Model includes On-Premise)

Terms

1. Agreement Structure; EULA

The EULA is incorporated into this Services Agreement by reference, and Customer’s access to and use of the Software is governed by the EULA. Capitalized terms used but not defined in this Services Agreement have the meanings given in the EULA. In the event of a conflict among the documents comprising the parties’ agreement, the following order of precedence applies: (a) an executed addendum or schedule, with respect to its subject matter; (b) this Services Agreement, with respect to commercial terms (including pricing, quantities, billing frequency, and Initial Term); and (c) the EULA, with respect to all other terms.

2. Subscription

Subject to the EULA and Customer’s payment of the Fees, Wallboard will provide Customer with access to the Software under the Deployment Model and license scope set forth in the Order Details. Customer may add subscriptions, Devices, or endpoints under this Services Agreement by written request (email from an authorized representative is sufficient); additional items will be governed by this Services Agreement and billed at the pricing set forth in the Order Details or, if not addressed, at Wallboard’s then-current pricing, prorated to be coterminous with the then-current Subscription Term unless otherwise agreed.

3. Term; Renewal

The Initial Term begins on the Subscription Start Date and continues for the period stated in the Order Details. The Subscription Term renews automatically in accordance with Section 10.2 of the EULA unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

4. Fees; Payment

Customer shall pay the Fees set forth in the Order Details in accordance with Section 12 of the EULA. Unless otherwise stated in the Order Details, Wallboard will invoice in accordance with the Billing Frequency, invoices are due net thirty (30) days from the invoice date, late amounts accrue interest as provided in Section 12.3 of the EULA, and Fees are exclusive of taxes as provided in Section 12.4 of the EULA. Unit pricing is fixed during the Initial Term; renewal pricing is as provided in Section 10.2 of the EULA unless otherwise agreed in writing.

5. Support; Service Levels

Wallboard will provide technical support as described in Schedule A. For Cloud Deployments hosted by Wallboard, the uptime commitment and service credits in Section 7 of the EULA apply and are Customer’s sole and exclusive remedy for availability failures. Section 7 of the EULA does not apply to On-Premise or Hosted (Reseller-managed) Deployments.

6. Hardware

If media players, displays, or other hardware are listed in the Order Details, Schedule B governs such hardware. Hardware is not “Software” under the EULA, and the EULA’s warranties and service level terms do not apply to hardware.

7. Deployment Addenda

If the Deployment Model includes On-Premise, the parties shall execute the On-Premise Deployment Addendum concurrently with this Services Agreement, and that Addendum will govern delivery, installation, updates, support scope, license verification, and the allocation of security responsibilities for the On-Premise Deployment. If the Deployment Model includes Dedicated Cloud, the parties shall execute the Dedicated Cloud Hosting Addendum concurrently with this Services Agreement, and that Addendum will govern administrative access, the allocation of maintenance and security responsibilities, change coordination, and service level carve-outs for the Dedicated Cloud Deployment.

8. Termination

This Services Agreement may be terminated as provided in Section 10 of the EULA. The effects of termination, including the treatment of outstanding Fees and Customer Data, are as provided in Sections 5.5 and 10.5 of the EULA.

9. Entire Agreement; Prior Agreements

This Services Agreement, together with its schedules and addenda and the EULA, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications relating thereto, including, without limitation, any Digital Signage as a Service Agreement previously executed between the parties, which is replaced in its entirety as of the Subscription Start Date. This Services Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.

Signatures

The parties have executed this Services Agreement by their duly authorized representatives.

WALLBOARD DISPLAY-US, LLC

a Texas limited liability company

By: ________________________________________

Name: ______________________________________

Title: _______________________________________

Date: _______________________________________

CUSTOMER:

________________________________________ (legal name)

By: ________________________________________

Name: ______________________________________

Title: _______________________________________

Date: _______________________________________

SCHEDULE A

Support & Service Levels

This Schedule A is attached to and forms part of the Wallboard Subscription Services Agreement between Wallboard and Customer. Capitalized terms have the meanings given in the Services Agreement or the EULA.

A-1. Support Channels and Hours

Wallboard will provide technical support for the Software by telephone and email during Normal Business Hours, and by email during After Business Hours, as follows:

• (a) Standard Support (Normal Business Hours). Email and telephone support, Monday through Friday (excluding U.S. public holidays), 8:00 a.m. – 5:00 p.m. U.S. Central Time.
• (b) Emergency Support (After Business Hours). Email-only support, Monday through Friday, 5:00 p.m. – 9:00 p.m. Central Time, and Saturday and Sunday, 10:00 a.m. – 9:00 p.m. Central Time (in each case excluding U.S. public holidays).

A-2. Scope of Support

Standard Support includes:

• (a) Updates to the Software as described in the EULA (bug fixes, patches, maintenance releases, and minor version updates made generally available at no additional charge);
• (b) for Cloud Deployments using Wallboard-provided media players, general remote monitoring of connected media players;
• (c) a response within three (3) business hours during Normal Business Hours to Customer notifications that a media player or display endpoint is down, after which Wallboard will troubleshoot and use commercially reasonable efforts to resolve the issue as soon as practicable; and
• (d) a response within twenty-four (24) business hours to all other support requests, including feature and functionality questions, after which Wallboard will use commercially reasonable efforts to resolve the issue as soon as practicable.

A-3. Exclusions

If Wallboard determines that a reported problem is caused by one or more of the following, Wallboard may decline to provide support or may provide support at its then-current hourly rates, and will notify Customer as soon as Wallboard becomes aware that a fault may be attributable to an exclusion:

• (a) media player or other hardware that has been altered, damaged, or modified other than by Wallboard;
• (b) incorrect use of the Software or hardware, or use contrary to the Documentation;
• (c) failure to implement Wallboard’s standard network and installation recommendations;
• (d) Customer’s network, internet connectivity, or other infrastructure, or third-party products or services not provided by Wallboard; and
• (e) for On-Premise Deployments, Customer’s servers, operating systems, databases, virtualization layers, or hosting environment.

A-4. Customer Obligations

Customer shall reasonably cooperate with Wallboard’s support efforts, including by providing timely, accurate information and documentation and, where necessary, remote access to Customer’s digital signage network. If Wallboard cannot access the network remotely and on-site support is required, Wallboard may charge reasonable travel time and expenses for such on-site support at its then-current rates, with Customer’s prior approval.

A-5. Relationship to the EULA

For Cloud Deployments hosted by Wallboard, the service credits in Section 7 of the EULA are Customer’s sole and exclusive remedy for any failure to meet the Uptime Commitment. This Schedule A describes Wallboard’s support process and response objectives; response times are objectives, not guarantees, and no service credits or other remedies accrue under this Schedule A.

SCHEDULE B

Hardware Terms

This Schedule B is attached to and forms part of the Wallboard Subscription Services Agreement between Wallboard and Customer and applies only if media players, displays, or other hardware (“Hardware”) are listed in the Order Details. Capitalized terms have the meanings given in the Services Agreement or the EULA.

B-1. Purchase; Delivery; Title; Risk of Loss

Customer purchases the Hardware listed in the Order Details at the fees stated therein. Unless otherwise stated in the Order Details, Hardware is shipped FOB shipping point, risk of loss passes to Customer upon Wallboard’s delivery of the Hardware to the carrier, and title passes to Customer upon Wallboard’s receipt of payment in full for the Hardware. Shipping and handling charges are Customer’s responsibility unless otherwise stated in the Order Details.

B-2. Inspection

Customer shall inspect Hardware within ten (10) business days of delivery and notify Wallboard of any shipping damage or missing items within that period. Except for valid warranty claims under Section B-3, all Hardware sales are final.

B-3. Hardware Warranty

For Wallboard-provided media players, Wallboard warrants that the media player will be free from defects in materials and workmanship under normal use for twelve (12) months from the date of delivery. For third-party Hardware (including displays), Wallboard passes through to Customer the applicable manufacturer’s warranty to the extent transferable, and Customer’s warranty recourse is to the manufacturer. Customer’s sole and exclusive remedy, and Wallboard’s entire liability, for breach of the media player warranty is, at Wallboard’s option, repair or replacement of the defective unit or refund of the fee paid for the defective unit. This warranty does not apply to Hardware that has been misused, altered, or damaged by accident, neglect, power irregularities, or environmental conditions outside the Hardware’s specifications.

B-4. RMA Process

To make a warranty claim, Customer shall contact Wallboard support, obtain a return merchandise authorization (“RMA”) number, and ship the unit, freight prepaid, to the address provided by Wallboard with the RMA number clearly marked. Wallboard will pay return shipping for units repaired or replaced under a valid warranty claim. Units returned without an RMA number may be refused.

B-5. Data on Devices

Customer acknowledges that data may be stored on drives or memory within the Hardware. As between the parties, Customer is solely responsible for managing, backing up, and securing such data and for compliance with applicable law with respect to such data (including, where applicable, HIPAA), and shall remove or destroy Customer data on any Hardware before returning or disposing of it, except that Customer need not remove data from units returned under an RMA, in which case Wallboard will handle such data in accordance with Section 5 of the EULA.

B-6. Disclaimer; Liability

EXCEPT AS EXPRESSLY SET FORTH IN SECTION B-3, HARDWARE IS PROVIDED “AS IS,” AND WALLBOARD DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO HARDWARE, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE EULA’S SOFTWARE WARRANTIES AND SERVICE LEVEL TERMS DO NOT APPLY TO HARDWARE. LIABILITY ARISING OUT OF OR RELATED TO HARDWARE IS SUBJECT TO SECTION 8 OF THE EULA.