BLIP TERMS AND CONDITIONS
These terms and conditions (“Terms”) are between Acme Intergalactic, LLC, DBA Blip (“Blip,” “us,” or
“we”) and the person or entity (“you” or “Customer”) using Blip’s applications, websites, software, and
services (the
“Platform”). By using the Platform, you agree to be bound by these Terms. If you do not
agree to the Terms, do not use the Platform. These Terms are subject to change at any time; we
therefore encourage you to periodically review the Terms to ensure that you are aware of any changes.
By continuing to use the Platform after the Terms are updated, you agree to be bound by the most current
version of the Terms.
1. ELIGIBILITY
1.1
Eligibility
. You must be at least 18 years old to use the Platform and assume the
obligations
set forth in these Terms.
1.2
Registration as a Condition to Use
. Only registered users (each, a “User”) may use the
Platform. By using the Platform, you warrant that you are a User. As a User, you shall not allow
third parties to access the Platform using your account, and you are personally responsible for
any use of the Platform through your account, whether by you or a third party.
1.3
Acting on Behalf of Third Parties
. If you are using the Platform on behalf of a corporation or entity that
you represent, you warrant that such person has agreed to be bound by these Terms.
You agree that if you fail to properly obtain such person’s consent to be bound by these Terms,
you will bear all responsibilities and liabilities of such person.
2. THE PLATFORM
2.1
Description
. The Platform is an advertising platform through which you authorize us to use
automated tools to format and display multimedia content, including text, data, photographs,
graphics, or other information (“Content”) on digital signs and billboards (“Signs”). We may make
certain tools available to assist you in using the Platform. We and/or our affiliates may participate
in or make use of the Platform.
2.2
Target and Budget
. The Platform allows you to establish budgetary settings (“Budgets”) and
specify where, when, and under what conditions your Content may be displayed (“Targets”). You
are solely responsible for your Targets and Budgets.
2.3
Alternative Channels
. You agree that Blip may display your Content in alternative channels,
such as websites or applications allowing people to see when and where your Content was
displayed.
3. INTELLECTUAL PROPERTY
3.1 License
. We hereby grant you a worldwide, non-exclusive, revocable, limited, personal, non-sublicenseable and non-transferable license
to use the Platform in accordance with these Terms;
provided, however, that you do not (and do not permit anyone else to) copy, modify, create a
derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code
(unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security
interest in or otherwise transfer any right in such Platform.
3.2
Publicity
. You (a) authorize us to identify you by name and/or logo as a customer of the
Platform in
any format and for marketing purposes or any other purpose that we deem useful, and
(b) grant us a limited license to use and display your trademarks and logos for such purpose. You
may opt out of this section by submitting a written request to us using the contact information
provided in Section 6.9 of these Terms.
3.3
Customer Data
. You authorize us to retrieve and analyze any and all information about your
use of the Platform. In so doing, you are deemed to grant Blip a non-exclusive, transferable, sub-licensable, irrevocable,
royalty-free, perpetual, worldwide license to index, catalog, transcribe,
and/or perform other meta-analysis of your Content, and to use or make publicly or privately
available such information as we deem appropriate without any payment or restriction. You also agree that Blip has the right
to monitor and review your use of the Platform from time to time, and
to use “cookies”, “log files” and your “browsing data” in accordance with Blip’s Cookie Policy.
4. USE OF PLATFORM
4.1
Personal Account
. As a User, you will be required to create an account, which will be
associated with a username and a password. Your Blip account is for your exclusive personal
use. You may not authorize others to use your account, nor may you assign or transfer your
account to any other person or entity.
o
(a) Your account is associated with a username and a password, and you are responsible for
protecting both. If you believe the security of your username, your password, and/or your
account has been compromised, you must contact us immediately using the contact
information provided in Section 6.9 of these Terms.
o
(b) When creating an account, you may be asked to provide information such as contact
information and billing information. You warrant that all such information you provide is
complete, accurate, and current and that we may rely on such information.
4.2
Content
. You retain all rights, title and interest in and to your Content. By submitting Content
for display on the Platform, you agree to the follow
ing:
o
(a) You are solely responsible for and assume all liability for your Content and bear all risks
and liability associated with using the Platform to display the Content.
o
(b) You warrant that the Content does not contain misleading, false, illegal, or inappropriate
information or otherwise violate our design guidelines (the “Design Guidelines,” available at
https://www.blipbillboards.com/billboard design guidelines/).
o
(c) You warrant that you own or otherwise control all rights (including but not limited to
copyright and trademark rights) necessary to use the Content and that our display and use of
such Content will not infringe or violate the rights of any third party.
4.3
Payment and Collections
. You will only be charged for the presentation of your Content on a
Sign. In addition to our fees, you are responsible for all taxes and other government charges
associated with the display of your Content. Late payments will accrue interest at the lesser of
one and one half percent (1½%) per month or the maximum
rate permitted by law. You agree to
pay reasonable fees, including attorney fees, that we incur collecting late payments. Payment of
fees due hereunder shall not be subject to set off, counterclaim, adjustment, reduction or
otherwise by virtue of any actual or potential claim against Blip.
4.4
External Destinations
. You are solely responsible for all external destinations to which your
Content may direct viewers (each, a “Destination”), including but not limited to physical locations,
websites, and phone numbers. You are solely responsible for any products or services offered at
such Destinations. By posting Content that directs viewers to a Destination, Blip does not endorse
or become affiliated with such Destination.
4.5
Other Policies and Guidelines
. Your use of the Platform is subject to the Design Guidelines
and any other policies and guidelines that we may put in place. We reserve the right to augment
or modify such policies and guidelines at any time.
4.6
Removal of Content
. We may remove Content at any time if we, in our sole discretion,
determine that such content violates the Design Guidelines, is illegal or is otherwise offensive to
the moral standards of the community. We believe that our medium is an outlet for free speech;
however we balance that
role with a strong commitment to adhere to community standards and to
ensure that the messages placed on our inventory are not offensive towards any business, group
or individual. We carefully evaluate all requests for advertising placement on a case-by-case
basis and make the best decision for our clients, our company and the communities in which we
operate.DISPLAYED CONTENT; OUTAGES AND INTERRUPTIONS
4.7
No Guarantee of Display
. We do not guarantee that your Content will be presented on any
Signs. If your Content is not presented on a Sign, you will not be charged.
4.8
Outages
. Signs are subject to various outages which may restrict our ability to display, edit, or
remove Content. If such outages occur, you will only be billed for presentations of your C
ontent
on a Sign, consistent with your Targets and Budgets. You acknowledge that during an outage,
the ability to edit, delete, or otherwise change any Content that is already in a Sign’s schedule
may be delayed for an undefined period of time, and you agree that the unmodified Content may
continue to be displayed on the Sign until the outage is resolved.
4.9
Partial Display Failures
. Signs are subject to various software, hardware, and environmental
conditions which may cause Content to be only
partially displayed or partially visible on the Sign
(a “Partial Display Failure”). At our sole discretion, we may determine that a Partial Display
Failure has reduced the value of the presentation of your Content and may, at our sole discretion,
reduce the fees associated with such presentation or waive them entirely.
5. WARRANTIES, DISCLAIMERS, AND LIABILITY
5.1
General Disclaimers
. We have no fiduciary duty to you. You alone are responsible for your
use of the Platform and the consequences thereof.
BLIP PROVIDES THE PLATFORM “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, BLIP HEREBY DISCLAIMS
ALL REPRESENTATIONS AND WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, WHETHER ORAL OR
WRITTEN, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES OR CONDITIONS IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE
OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE
FOREGOING, BLIP AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS
AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE
SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR
ERRORS CAN OR WILL BE CORRECTED; (C) ANY INFORMATION OR SOFTWARE
AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE PLATFORM WILL MEET
YOUR REQUIREMENTS. YOU USE THE PLATFORM SOLELY AT YOUR
OWN RISK.
5.2
Indemnification
. You agree to indemnify, defend and hold harmless Blip, its subsidiary and
parent companies, and each of their officers, directors, employees, agents and related third
parties, for any losses, costs, liabilities and expenses (
including reasonable attorneys’ fees)
relating to or arising out of any third-party claim related to (a) your use of or inability to use the
Platform; (b) your Content; (c) your violation of these Terms or your violation of any rights of a
third party; (d)
your violation of any applicable laws, rules or regulations; or (e) the unauthorized
or unlawful use of the Platform by any person using your account. Blip reserves the right, at its
own cost, to assume the exclusive defense and control of any matter otherwise subject to
indemnification by you, in which event you will fully cooperate with Blip in asserting any available
defenses.
5.3
Limitation of Liability
.
CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION THAT WOULD
RELIEVE A MERCHANT FROM THE
CONSEQUENCES OF HIS OR HER OWN ACTION. IF
YOU ARE A QUÉBEC CONSUMER, THIS SECTION 5.3 DOES NOT APPLY TO THE EXTENT
THAT IT WOULD RELIEVE BLIP OR ITS REPRESENTATIVE(S) OF LIABILITY FOR ANY
ACTION BY BLIP. IN NO EVENT WHATSOEVER SHALL ANY OF BLIP, IT’S DIRECTORS, OFFICERS,
EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD
PARTY
CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “BLIP PARTIES”) BE
LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR
INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR
INCURRED IN ANY CONNECTION WITH THE USE OF PLATFORM OR ANY INABILITY TO
USE THE PLATFORM (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR
DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE
PLATFORM,
OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF
RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF
AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE
OR PROFIT OR ANY OTHER CONSEQUENTIAL ECONOMIC LOSS WHATSOEVER)
HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND
WHETHER OR NOT FORESEEABLE, EVEN IF THE BLIP PARTIES OR ANY OF THEM HAS
BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE
POTENTIAL FOR SUCH DAMAGES.
If, notwithstanding the other provisions of these Terms, the Blip Parties should have any liability
to you or any third party for any loss, harm or damage, you and Blip agree that such liability shall
under no circumstances exceed $50.00. The terms and conditions of these Terms that limit
liability reflect an agreed allocation of risk between you and Blip. Some jurisdictions may not allow
the exclusion or limitation of certain damages, or limits on the duration or voiding of implied
warranties or conditions; as it relates to consumer purchasers and in such jurisdictions, the limits
and exclusions herein may not apply to the extent provided by applicable law.
6. MISCELLANEOUS PROVISIONS
6.1
Term and Termination
. These Terms will become effective upon your acceptance thereof, as
indicated by your use of the Platform and will remain in effect in perpetuity unless terminated
hereunder. You or we may terminate your account at any time, for any reason or no reason,
without explanation, by sending written notice to the other party. You agree that if we terminate
your access to the Platform, you will immediately stop using the Platform.
6.2
Notice
. We may give any notice required or permitted to be given in writing here under via
email. Such notice will be effective immediately.
6.3
Entire
Agreement; Amendment
. These Terms and any documents incorporated herein
constitute the entire agreement between you and us with respect to the subject matter hereof. We
reserve the right to amend the provisions of these Terms at any time.
6.4
Governing Law; Venue
.
CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION OF A LAW
OTHER THAN THE LAWS OF QUÉBEC AND THE FEDERAL LAWS OF CANADA. IF YOU ARE
A QUÉBEC CONSUMER, THE FOLLOWING PARAGRAPH DOES NOT APPLY.
These Terms will be governed and construed under the laws of the State of Utah, without regard
to its conflict of laws provisions or the United Nations Convention on the International Sale of
Goods. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts
located
in Salt Lake County, Utah. All disputes and/or legal proceedings related to these Terms
will be maintained in courts located in Salt Lake County, Utah.
6.5
Waiver/Severability
. Our waiver or failure to exercise any right in any respect provided for
herein
shall not be deemed a waiver of any further right hereunder. If any provision of these
Terms is determined to be invalid or unenforceable under any applicable statute or rule of law, it
is to that extent to be deemed omitted, and the balance of these Terms
shall remain enforceable.•
6.6
Assignment
. We may assign these Terms, in whole or in part, in our sole discretion. You may
not assign your rights under these Terms without our prior written permission. Any attempt to
assign your rights under these Terms without our permission shall be void.
6.7
Force Majeure
. We shall not be liable for any failure or unavailability of the Platform or our
failure to provide the Platform as a result of strikes, lockouts, calamities, acts of God,
unavailability of suppliers, the loss or destruction of data, the deletion or corruption of storage
media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or
military authority, war, terrorism or any other event beyond our control.
6.8
Headings
.
The headings of articles and sections contained in these Terms are for reference
purposes only and shall not affect in any way the meaning or interpretation of these Terms.
6.9
Electronic Documents
. This electronic document, and all other
electronic documents referred
to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and
to comply with all statutory, contractual, and other legal requirements for (a) writing; and (b) legally
enforceable as a sig
ned agreement. A printed version of these Terms and any notice given in
electronic form shall be admissible in judicial proceedings or administrative proceedings based
upon or relating to these Terms to the same extent and subject to the same conditions as
other
business documents and records originally generated and maintained in printed form.
6.10
Questions and Complaints
. Please direct all questions, complaints, or claims with respect to
the Platform to the following:
Blip
1371 W 1250 S
Orem, UT 84058
Last Updated: October 29, 2018