Player Software Licence Agreement

This Licence is granted by Vojo Media Limited, a company registered in Northern Ireland under company number NI641912, whose registered office is at Unit 268 Lisburn Enterprise Organisation, Enterprise Crescent, Lisburn BT28 2BP.

Business customers only. This Licence applies only to customers acting in the course of a business. It relates to the Vojo Player software, not to hardware; hardware supplied by Vojo Media is covered by the device warranty in clause 12 of the Agreement.

1. Definitions

• “Player Software” — the Vojo Player application, including the kiosk runtime, any bundled components, and all updates and new versions we make available to you.
• “Device” — a display device on which the Player Software runs, whether a Vojo Device supplied by Vojo Media or Approved Customer Hardware.
• “Vojo Device” — player hardware supplied by Vojo Media.
• “Approved Customer Hardware” — hardware you supply yourself that meets the published minimum specification and supported-platform requirements for the Player Software.
• “Subscription” — an active, paid Vojo Player subscription for the relevant Device under the Agreement.
• “Platform” — the Vojo Media online platform and services the Player Software connects to.

2. Licence grant

Subject to your continuing compliance with this Licence and the Agreement, and for so long as a valid Subscription is in place for the relevant Device, Vojo Media grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Player Software on that Device, solely for your own internal business purpose of operating a digital display connected to the Platform.

Subscription-linked. The right to use the Player Software exists only while the relevant Device has an active Subscription. The Licence for a Device begins when the Device is registered and active on the Platform and ends automatically when that Subscription ends, lapses, or is suspended or terminated for any reason.

3. Permitted hardware

You may run the Player Software on a Vojo Device or on Approved Customer Hardware. Where you run the Player Software on Approved Customer Hardware, you are responsible for that hardware, its operating system, its network connectivity, and its physical installation, and Vojo Media gives no warranty in respect of it (see clause 12). Vojo Media may decline to support configurations that do not meet the published specification.

4. Restrictions

You must not, and must not permit any third party to:

• copy, distribute, rent, lease, lend, resell, sublicense, or otherwise make the Player Software available to any third party, except as expressly permitted by this Licence;
• reverse engineer, decompile, or disassemble the Player Software, or attempt to derive its source code, except to the limited extent this restriction is prohibited by applicable law and then only after giving us prior written notice and an opportunity to provide interoperability information;
• modify, adapt, or create derivative works of the Player Software, or remove, obscure, or alter any proprietary notices;
• circumvent, disable, or interfere with any licensing, subscription-enforcement, security, or verification mechanism in the Player Software or the Platform;
• use the Player Software to build a competing product or service, or for any unlawful purpose.

5. Subscription dependency, suspension & disablement

The Player Software requires an active Subscription and periodic communication with the Platform to function. If a Subscription lapses or is suspended or terminated, or if you materially breach this Licence or the Agreement, your right to use the Player Software ends and Vojo Media may remotely suspend, disable, restrict, or de-register the Player Software on the affected Devices. On termination of the Licence you must stop using the Player Software.

You acknowledge that remote suspension, disablement, restriction, or de-registration is an agreed and integral feature of the subscription-linked Licence. To the fullest extent permitted by law, Vojo Media is not liable for any loss (including loss of advertising revenue, profit, or business, downtime, or wasted expenditure) arising from any suspension, disablement, restriction, or de-registration made under this clause, whether or not later found to have been made in error; save that, where a suspension is shown to have resulted from Vojo Media’s error, Vojo Media’s sole obligation is to restore the Player Software promptly once the error is identified. This clause is subject to clause 13.

6. Software updates

Vojo Media may make updates, patches, and new versions of the Player Software available at its discretion. We do not guarantee that any particular feature, functionality, or backward compatibility will be provided or retained. To receive updates and to keep the Player Software secure and functioning, the Device must remain connected to the internet; you are responsible for providing that connectivity.

7. Remote management, telemetry & data

You acknowledge and consent that, to deliver and support the service, the Player Software and the Platform will:

• collect proof-of-play records and playback logs evidencing what content was displayed and when;
• collect device health, diagnostic, and operational telemetry (for example uptime, errors, resource usage, and network status); and
• allow Vojo Media to perform remote management actions on the Device, including pushing and updating content, rebooting or restarting the Device, capturing screenshots of the display for diagnostics and verification, and running remote diagnostics.

As between the parties, all proof-of-play records, telemetry, diagnostic data, and any aggregated, anonymised, or derived data generated by the Player Software or the Platform are owned by Vojo Media. Vojo Media grants you a licence to access proof-of-play records relating to your account for your internal business use for so long as your Subscription is active. Nothing in this clause affects Vojo Media’s obligations as a processor of personal data.

Vojo Media processes personal data in accordance with its Privacy Policy and, where it acts as your processor, the Data Processing Agreement. You are responsible for ensuring you have any notices or permissions needed for content and imagery displayed on the Device.

8. Your content & acceptable use

You are solely responsible for all content you display through the Player Software. You warrant that you own or have all necessary rights, licences, and permissions for that content, and that it complies with all applicable laws and advertising standards and does not infringe any third-party rights. Vojo Media may suspend, remove, or refuse to display content, or suspend the Player Software, where it reasonably believes content is unlawful, infringing, or in breach of this Licence or the Agreement.

9. Intellectual property

The Player Software, the Platform, and all related intellectual property (including Vojo Media’s Proof of Display technology) are and remain the property of Vojo Media and its licensors. This Licence grants you a right to use the Player Software only and does not transfer any ownership. All rights not expressly granted are reserved.

10. Third-party and open-source components

The Player Software may include third-party or open-source components that are provided under their own licence terms. Those terms govern your use of the relevant components and, to the extent they grant you rights or impose obligations, apply in addition to this Licence. Details are available on request.

11. Transfer & assignment

This Licence is tied to your account and the relevant Device. You may not transfer or assign it, or transfer a Device with the Player Software, to any third party without Vojo Media’s prior written consent. Any permitted transfer is conditional on the third party accepting this Licence and the Agreement, re-registering the Device, and holding a current Subscription.

12. Software warranty disclaimer

The Player Software is provided “as is” and “as available.” To the fullest extent permitted by law, Vojo Media gives no warranty, condition, or representation that the Player Software will be uninterrupted, error-free, or fit for any particular purpose, and excludes all warranties, conditions, and terms implied by statute, common law, or otherwise, including any implied terms as to satisfactory quality, fitness for a particular purpose, and reasonable skill and care, in respect of the Player Software. This exclusion is reasonable given the subscription pricing and the availability of updates and support. This clause does not affect the hardware warranty for Vojo Devices in clause 12 of the Agreement, nor any rights you have that cannot be excluded by law.

13. Limitation of liability

Vojo Media’s liability arising out of or in connection with this Licence is subject to, and counts towards, the limitations and exclusions of liability set out in the Agreement. Nothing in this Licence limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited or excluded by law.

The parties agree that the exclusions and limitations in this Licence and the Agreement are reasonable given the nature of the Player Software and Services, the subscription-based pricing (which reflects the allocation of risk in this Licence), the availability of extended warranty and insurance to you, and the fact that you are contracting in the course of a business and have had the opportunity to review this Licence and take independent advice. The fees would be materially higher if Vojo Media accepted a broader liability.

14. Term & termination

This Licence applies for as long as you use the Player Software and have a Subscription in place. It terminates automatically when the relevant Subscription ends, or on termination of the Agreement, or if you breach this Licence and, where the breach is capable of remedy, fail to remedy it within 10 business days of being asked to. On termination you must cease all use of the Player Software.

Nothing in this clause limits Vojo Media’s right under clause 5 to suspend or disable the Player Software with immediate effect, or its right to terminate for material breach with immediate effect under the Agreement; a right to remote suspension or disablement under clause 5 does not require a cure period.

15. Governing law

This Licence is governed by the law of Northern Ireland, and the courts of Northern Ireland have exclusive jurisdiction, in accordance with the governing-law and dispute-resolution provisions of the Agreement.

16. Relationship to the Terms & Conditions

In this Licence, “the Agreement” means the Vojo Media Terms & Conditions, into which this Licence is incorporated. This Licence forms part of the Agreement and is incorporated into it by reference. Where this Licence and the main body of the Agreement conflict on the subject matter of the Player Software, this Licence takes precedence; in all other respects the Agreement applies. Defined terms used but not defined here have the meaning given in the Agreement.

This Licence governs the Vojo Player application software only. Embedded device firmware is licensed under section 17 of the Agreement and is outside this Licence.

Vojo Media may update this Licence in accordance with section 22 of the Agreement (Changes). Continued use of the Player Software after the notice period constitutes acceptance of the updated Licence.

17. Contact

Questions about this Licence can be sent to support@vojo-media.com.