Legal

Terms of Service

Last updated: 07 Aug 2024

Introduction

Femtoplay's Terms constitute a binding agreement between users and Femtomax Inc. governing access to "the Femtoplay Platform" (websites, applications, and related offerings). The platform operates under Femtomax Inc., with Femtomax India Pvt. Ltd. holding a non-exclusive license for India operations.

The platform functions as an online marketplace where Members publish and book advertising services. "Hosts" offer billboards and display services; "Advertisers" search and reserve display slots. Femtoplay doesn't own or control individual listings and isn't party to Host-Advertiser contracts.

Advertiser Terms

1. Mission

The stated mission is to "amplify your voice" by enabling advertisers to browse and book relevant listings.

2. Searching and Booking

Searching: Users locate Host Services by address, geographical area, or name. Results prioritize relevance based on distance, availability, Reviews and more.

Booking Process: Booking reserves timeslots for advertisement display. Users agree to pay total charges including listing price, service fees, taxes, and other identified costs. Agreements form directly between advertisers and hosts upon confirmation.

Timeslot Details:

• Standard slots: 15 minutes long
• Infotainment Systems: displays limited to 30 seconds
• Shared slots: 30-second repeating loops with multiple plays
• All bookings subject to availability
• Mobile app bookings use estimated pricing; final reconciliation occurs upon completion

3. Advertisement Reservations

Reservations constitute limited licenses to display advertisements on selected billboards for specified dates and timeslots. Both hosts and Femtoplay retain rights to cancel, approve, or reject reservations, and may block specific advertisers at sole discretion.

4. Graphic Content Creation Booking

Users may purchase advertisement design services. Full payment is required to initiate work. Services are subject to separate graphic design terms, with deliverables provided via email or electronic channels.

5. Cancellations, Withdrawals, Refunds and Modifications

General Policy: Cancellations typically result in zero-interest store credits for subsequent bookings rather than refunds. Credits expire and must be used before expiration. Some offerings continue booking until all slots display successfully with no refunds available. See Cancellation and Refund.

Modifications: Changes to reservations aren't permitted after booking; users may only withdraw or cancel.

6. Advertiser Responsibilities and Risk Assumption

Responsibilities: Advertisers must comply with jurisdiction-specific advertising laws, pay valid damage claims, and follow platform rules prohibiting racist, pornographic, abusive or advertisements that may show our services in bad light.

Risk Assumption: Users assume all risks from platform access and use, including potential legal actions from third parties related to host services.

Host Terms

5. Hosting on Femtoplay

Overview: Hosts share digital billboards and services with advertisers for compensation. Hosts control availability and set their own scheduling.

Advertiser Contracts: Upon booking confirmation, hosts enter direct contracts with advertisers for specified terms and pricing. Hosts remain responsible for fees including Femtoplay's service fee (and applicable taxes).

Host Independence: Hosts maintain independent contractor status, not employee or agent relationships with Femtoplay (except for Femtoplay Payments' role as payment agent).

Pricing: Femtoplay sets listing prices at sole discretion using various parameters; pricing may change without notice and slots may be offered free or discounted.

Equipment: Femtoplay may provide hosting equipment free, paid, or leased. Users agree to return equipment in original condition and accept potential damage charges.

Audit Rights: Hosts authorize Femtoplay to enter and audit premises for listed services.

Brand Exclusivity: Hosts cannot operate competing advertising display services at their premises. Violations result in listing removal, payment suspension, and potential blocking.

6. Managing Your Listing

Listing Requirements: Listings must include complete, accurate information. Hosts are responsible for maintaining current listing details, photos, and calendar availability. Femtoplay reserves approval/disapproval rights without obligation to provide reasons.

Legal Obligations: Hosts must understand and comply with applicable laws including zoning regulations, licensing requirements, lease restrictions, and local registration rules.

Search Ranking: Rankings depend on Advertiser search parameters, Listing characteristics (e.g. price, calendar availability, Reviews), and host location. Hosts may promote listings for additional fees.

Host Responsibilities: Hosts approve/disapprove advertisements, cannot collect unauthorized fees, and shouldn't encourage external platform interactions. Femtoplay retains advertisement approval rights.

Team/Organization Hosting: All entities and individuals in team arrangements bear joint responsibility. Representatives warrant authority to bind their organizations.

Risk Assumption: Hosts acknowledge inherent hosting risks and assume full responsibility for investigations and compliance determinations.

Account Termination: Femtoplay may cancel or block host accounts at sole discretion with or without reason.

7. Cancellations and Booking Modifications

Host Cancellations: Hosts shouldn't cancel without valid reasons. Excessive or unreasonable cancellations trigger fees and other consequences.

Modifications: Platform doesn't permit booking modifications.

8. Taxes

Host Taxation: Femtoplay computes appropriate taxes, presenting final prices to advertisers. Payouts deduct taxes per applicable laws. Hosts must provide tax information and remittance details.

Advertiser Taxation: Platform charges appropriate taxes during reservation with invoices/receipts provided. Advertisers must furnish applicable tax information.

Collection Authority: In applicable jurisdictions, Femtoplay collects and remits taxes on behalf of hosts, with authority to recover insufficient collections from future payouts. Members' sole tax remedy involves requesting refunds from tax authorities.

Tax Documentation: Jurisdictions may require tax documentation and withholding. Insufficient documentation results in withheld payouts until compliance.

General Terms

9. Reviews

Hosts review advertiser content before display; only approved advertisements appear. Advertisers' remedies for rejection involve contacting Femtoplay for resolution at its sole discretion. Femtoplay may independently reject submissions with stated reasons.

10. Content

Users grant Femtoplay a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to provided content for copying, modification, distribution, and exploitation. Users may opt-out by contacting support.

Content ownership: Femtoplay-paid creation becomes Femtoplay property; user-paid creation remains user property. Users warrant content ownership or authorization and assume liability for third-party rights violations. Content must comply with platform prohibitions including discriminatory, obscene, harassing, deceptive, violent, age-restricted, and illegal content.

Femtoplay offers translation services without guaranteeing accuracy; members verify translations.

11. Proof of Display

Femtoplay ad players receive scheduled ads via internet and send to device operating systems. Display confirmation is assumed upon system delivery. Return messages confirm completion. Physical proof-of-display photos aren't provided.

12. Fees

Femtoplay charges fees (plus taxes) to hosts and advertisers for platform use. Service fees are non-refundable except as provided. Fee changes receive notice before effectiveness; changes don't affect prior bookings.

13. Platform Rules

Required Conduct:

• Act with integrity and respect; don't misrepresent or discriminate
• Don't scrape, hack, reverse-engineer, or impair the platform
• Only use platforms as authorized; don't send unauthorized commercial messages
• Don't request off-platform bookings/payments to avoid fees
• Honor legal obligations including privacy, data protection, and export laws

Violation Reporting: Users should report violations to Femtoplay; imminent safety threats should go to local authorities first.

Copyright: Report copyright infringement to support.

14. Termination, Suspension and Measures

Term: Agreements remain effective from account creation until either party terminates per terms.

Termination: Users may terminate via email. Femtoplay terminates with 30 days' notice; immediate termination occurs for breaches, policy violations, or legal violations. Inactive accounts (2+ years) terminate without notice.

Member Violations: Femtoplay may suspend/limit access, remove content, cancel bookings, or revoke status. Minor violations receive notice and resolution opportunity. Termination affects reservations proportionally.

Legal Compliance: Femtoplay may take actions to comply with applicable law or court orders.

Termination Effects: Host termination cancels confirmed bookings with advertiser refunds. Advertiser termination results in cancellations per reservation cancellation policies. Terminated accounts aren't restored; no account re-registration permitted.

Survival: Sections 2 through 26 survive termination.

15. Modification

Femtoplay may modify terms at any time. Material changes post on platform with 30-day advance notice via email. Disagreement permits immediate termination; continued use constitutes acceptance.

16. Resolving Complaints and Damage Claims

Members reporting valid property damage ("Damage Claim") notify Femtoplay or seek compensation through support. Accused parties receive notification and response opportunity. Femtoplay determines claim validity and may collect amounts via Femtoplay Payments. Femtoplay may pursue insurance claims, collections, and legal remedies.

17. Femtoplay's Role

Femtoplay offers platform access but doesn't control member conduct. Femtoplay may review, disable, remove, or edit content for operation, security and improvement, compliance assurance, legal compliance, harm prevention, and quality maintenance. Members acknowledge platform administration occurs at Femtoplay's sole discretion. Femtoplay isn't member agent except where specified in payment terms.

18. Member Accounts

Accounts require registration; only legal entities, partnerships, and individuals 18+ may register. Users warrant non-barred status and must provide accurate, current information. Multiple accounts and credential sharing aren't permitted. Users must notify Femtoplay of compromised credentials. Femtoplay may verify identity through checks and background screening.

19. Disclaimer of Warranties

Femtoplay provides platform and content "as is" without warranties. Femtoplay doesn't endorse or warrant advertiser/host conduct, service quality, legality, or suitability. Platform performance and verification checks aren't guaranteed to prevent misconduct.

20. Limitations on Liability

Neither Femtoplay nor involved parties provide liability for incidental, special, exemplary, or consequential damages including lost profits, data loss, or personal injury from platform use, communications, or host service provision. Aggregate liability caps at: (A) advertisers — amounts paid in prior month; (B) hosts — amounts received in prior month; (C) others — $10 USD.

21. Indemnification

Users release, defend (Femtoplay's option), and hold Femtoplay harmless from claims arising from: breach of terms/policies, improper platform use, member interactions, tax reporting failures, or legal violation breaches.

22. Contracting Entities

Schedule 1 identifies contracting entities by user residence/establishment and platform activity. Platform-identified entities override Schedule 1 for specific products/features. Country changes alter contracting entities accordingly.

23. United States Governing Law and Venue

U.S. residents' disputes interpret per California law and U.S. law. Judicial proceedings (except small claims) occur in Santa Clara, California state/federal court unless agreed otherwise.

24. U.S. Dispute Resolution and Arbitration

Scope: This section applies only to U.S. residents. Non-U.S. residents attempting U.S. claims must resolve threshold arbitrability issues via this section.

Two-Part Process: (1) informal negotiation with customer service; (2) binding AAA arbitration if unresolved.

Pre-Arbitration: Parties notify each other 30 days before arbitration, attempting good-faith resolution. Disputes proceed to written AAA demands only if unresolved.

Arbitration Agreement: Any dispute arising from terms or platform use undergoes binding individual arbitration. Arbitrators decide enforceability questions.

Arbitration Exceptions: Intellectual property claims, emergency injunctive relief, public injunctive relief, and sexual assault/harassment claims proceed in court.

Arbitration Rules: Federal Arbitration Act governs; AAA Consumer Arbitration Rules apply unless modified.

Hearing Location: Hearings occur in Santa Clara County, California or via phone/video (parties' choice). Claims under $5,000 proceed via document submission.

Attorney's Fees: Parties may claim fees for groundless, bad-faith, or frivolous claims per AAA Rules.

Arbitrator Authority: Arbitrators issue essential findings; judgment may enter in proper courts. Relief limited to individual basis necessity.

Jury Waiver: Both parties waive jury trial rights.

No Class Actions: Parties waive class action participation. Arbitrators can't consolidate multiple parties or preside over class proceedings.

Severability: Illegal portions sever; remaining arbitration agreement enforces.

Agreement Changes: Changes after acceptance permit 30-day rejection via written notice. Rejection doesn't affect prior arbitration agreements.

Survival: Section 23 survives termination and continued application.

25. India Dispute Resolution, Venue, Forum and Governing Law

India-resident users' disputes interpret per Indian law (CISG excluded). Individual consumers may bring proceedings in Bengaluru, Karnataka courts or Femtoplay's U.S. business location courts. Femtoplay enforces consumer rights in Bengaluru courts only. Business users submit to exclusive Indian court jurisdiction.

26. Intellectual Property

Femtoplay IP (pictures, branding, text, graphics, logos, audio, video, interfaces, arrangements) is protected and Femtoplay-owned/controlled/licensed. Users can't modify, copy, transmit, transfer, sell, reproduce, create derivatives, distribute, frame, hyperlink, or commercially exploit Femtoplay IP.

Members grant a royalty-free, perpetual, irrevocable, nonexclusive right and license for Femtoplay to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivatives, display, or act on contributed feedback/comments/ideas without approval. Members warrant content ownership and non-infringement of third-party rights.

27. Miscellaneous

Incorporated Terms: Policies, payment terms, and supplemental terms apply and form part of the agreement.

Entire Agreement: These terms (including incorporated items) constitute the complete agreement, superseding prior understandings. No rights confer to non-parties. Invalid provisions void without affecting remaining enforceability.

No Waiver: Unenforced rights don't constitute waiver unless written acknowledgment exists.

Assignment: Users can't assign without written consent; Femtoplay may assign with 30 days' notice.

Notice: Communications occur electronically via email, platform notification, SMS, WhatsApp, or other enabled methods.

Third-Party Services: Links to third-party services with different terms aren't endorsed; Femtoplay isn't liable for third-party aspects.

Google Terms: Google-powered services include Google's warranties disclaimers for accuracy, reliability, merchantability, fitness, and non-infringement.

Apple Terms: Apple App Store downloads require Apple's Licensed Application EULA acceptance.

Platform Content: Content copyright/trademark/law protections exclude removal of proprietary notices. Users may only download, view, and access content for personal, non-commercial use per compliance.

Force Majeure: Femtoplay isn't liable for delays/failures from uncontrollable causes including natural disasters, war, terrorism, pandemics, or material shortages.

Emails and SMS: Administrative emails use provided addresses regardless of subscription enrollments. Promotional email frequency can be controlled via account settings. SMS requires U.S. consent.

Contact: Questions direct to support contact.

Schedule 1: Contracting Entities

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