Terms of Service

Effective Date: 5/1/2026

Last Updated: 7/11/2026

These Terms of Service ("Terms") govern your access to and use of the digital signage software, media player management tools, and related services (collectively, the "Services") provided by FGPR, Inc. ("we," "us," or "our")

By executing an Order Form that references these Terms, or by accessing or using the Services, you ("Customer," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

1. Access and Use of the Services

1.1 License Grant: Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term, solely for your internal business operations and for displaying content on your authorized digital signage screens, up to the number of screens/devices specified in your Order Form or subscription plan.

1.2 Account Security: You are responsible for maintaining the confidentiality of your administrative credentials and for all activities that occur under your account. You must promptly notify us of any unauthorized access or suspected security breach affecting your account.

1.3 Acceptable Use Policy: You agree not to use the Services to:

• Upload, display, or distribute content that is illegal, defamatory, obscene, or that infringes or misappropriates third-party intellectual property, publicity, or privacy rights;

• Reverse engineer, decompile, or attempt to extract the source code of the platform or our media player software, except to the extent such restriction is prohibited by applicable law;

• Interfere with or disrupt the integrity or performance of the Services or our telemetry infrastructure;

• Bypass or circumvent any capacity limits, screen counts, or security measures;

• Use the Services to develop a competing product or service, or resell or provide the Services to third parties except as expressly permitted in an Order Form.

1.4 Suspension and Content Removal: We may suspend your access to the Services, or disable or remove specific Customer Content, if we reasonably determine that: (a) your use or content violates Section 1.3 or applicable law; (b) your use poses a security risk to the Services or any third party; or (c) suspension is necessary to comply with law or prevent material harm or liability to us or others. Where practicable, we will provide advance notice and an opportunity to cure before suspending, and we will limit any suspension in scope and duration to what is reasonably necessary. Suspension does not relieve you of your payment obligations for the affected period, and we will restore access promptly once the cause of suspension is resolved.

1.5 Free Trials and Beta Features: If you register for a free trial, the trial-period Services are provided "AS IS" without warranty, indemnity, or SLA, and any Customer Content or configurations may be permanently deleted at the end of the trial unless you purchase a subscription. From time to time we may make beta, preview, or early-access features available; these are optional, provided "AS IS," may be modified or discontinued at any time, and are excluded from our warranty, indemnity, and SLA obligations.

2. Hardware and Remote Device Management

Digital signage relies on the pairing of our software with physical hardware (media players, smart displays).

2.1 Customer-Supplied Hardware: If you use third-party hardware to run our Services, you are solely responsible for its procurement, maintenance, network connectivity, and security. We do not warrant the performance of third-party hardware, and we are not responsible for Service issues attributable to unsupported or malfunctioning third-party hardware.

2.2 Company-Supplied Hardware: We do not sell or lease hardware. All hardware is procured by you from third parties, subject to Section 2.1.

2.3 Remote Management: To provide the Services, you authorize us to issue remote commands to devices running our software, including pushing content updates, retrieving diagnostic logs (as described in our Privacy Policy), restarting devices, and deploying software/firmware updates. Remote access is authenticated, encrypted, and logged, and is limited to management of our software and provision of the Services.

3. Intellectual Property Rights

4. Privacy and Data Processing

Your use of the Services is subject to our Privacy Policy at https://www.fgr.cx/privacy, which describes how we collect and use account data and device telemetry.

To the extent your Customer Content or use of the Services involves processing of personal data subject to data protection laws (such as the GDPR or CCPA), our Data Processing Agreement (DPA) at https://www.fgr.cx/dpa is incorporated into these Terms by reference. We will process such personal data only on your documented instructions as set out in the DPA. In the event of a conflict between the DPA and these Terms with respect to personal data processing, the DPA controls.

5. Fees and Payment

5.1 Subscription Fees: You will pay all fees specified in your Order Form or online subscription portal. Fees are based on the number of screens/devices authorized, not actual usage. Except as expressly provided in these Terms (including Sections 6.3, 8.2, and 9.2), payment obligations are non-cancelable and fees paid are non-refundable.

5.2 Taxes: Our fees do not include taxes, levies, duties, or similar governmental assessments (collectively, "Taxes"). You are responsible for all Taxes associated with your purchases, excluding taxes on our net income.

5.3 Late Payments: If any undisputed amount is not received by the due date, we may (a) charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, and/or (b) suspend your access to the Services upon 10 days’ prior notice until the account is brought current. You must raise any good-faith fee dispute within 30 days of the invoice date and pay all undisputed amounts when due.

5.4 Renewal Pricing: We may increase subscription fees effective upon renewal by providing notice at least 45 days before the end of the then-current term. If you do not accept the increase, you may elect not to renew under Section 6.2.

6. Term and Termination

6.1 Term of Agreement: These Terms commence on the date you accept them and continue until all active subscriptions have expired or been terminated.

6.2 Auto-Renewal: Unless otherwise stated in an Order Form, subscriptions automatically renew for additional periods equal to the expiring subscription term unless either party gives notice of non-renewal at least 30 days before the end of the current term. For online subscriptions, we will send a renewal reminder to your account email at least 30 days before each renewal date, in accordance with applicable automatic-renewal laws.

6.3 Termination for Cause: Either party may terminate these Terms (or the affected Order Form) if the other party: (a) materially breaches this agreement and fails to cure within 30 days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings that are not dismissed within 60 days. If you terminate under this Section 6.3 due to our uncured material breach, we will refund you a pro-rata portion of any prepaid fees covering the remainder of the terminated subscription term. If we terminate under this Section 6.3 due to your uncured material breach, you will pay all fees payable through the end of the then-current term.

6.4 Effect of Termination: Upon termination or expiration, your right to access the Services immediately ceases. You will have 30 days to export your Customer Content, after which we will delete it in accordance with our retention schedules and the DPA. Termination does not relieve you of the obligation to pay fees accrued before the effective date of termination.

6.5 Survival: Sections that by their nature should survive termination will survive, including Sections 3 (IP), 5 (accrued fees), 6.4–6.5, 7 (Confidentiality), 8.3 (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), and 12 (General Provisions).

7. Confidentiality

Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Our Confidential Information includes the Services, pricing, and product roadmaps; your Confidential Information includes your Customer Content, deployment configurations, and business information.

Obligations. The Recipient will: (a) use Confidential Information only to perform under or exercise rights granted by these Terms; (b) protect it with at least the same degree of care it uses for its own similar information, and no less than reasonable care; and (c) not disclose it to any third party except to employees, affiliates, contractors, and professional advisers who need to know it and are bound by confidentiality obligations at least as protective as this Section.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without restriction before disclosure; (c) is independently developed without use of the Discloser's Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.

Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives the Discloser prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.

Duration. These obligations survive for 3 years after termination, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

8. Warranties, Service Levels, and Disclaimers

8.1 Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into these Terms and that its performance will comply with applicable laws.

8.2 Service Level Agreement: During any paid subscription term, we will provide the Services in accordance with our uptime commitment of 99.5% monthly availability. Service credits will be issued for each full percentage point below 99.5% monthly availability, a credit of 5% of that month's fees, claimed within 30 days, capped at 100% of monthly fees.

8.3 Disclaimers: Except as expressly provided in these Terms, the Services are provided "AS IS" and "AS AVAILABLE," and each party disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that the Services will be uninterrupted, error-free, or completely secure. We are not responsible for screen downtime caused by local network failures, power outages, or hardware malfunctions outside our direct control.

9. Indemnification

9.1 By Customer: You will defend, indemnify, and hold harmless FGPR, Inc. and its officers, directors, and employees from and against any third-party claim, and resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement, arising from: (a) your Customer Content (including content you display publicly on your screens) infringing or misappropriating intellectual property rights, violating privacy or publicity rights or applicable law, or constituting defamation; or (b) your use of the Services in violation of Section 1.3 or applicable law.

9.2 By FGPR Inc.: We will defend you against any third-party claim alleging that the Services (excluding your Customer Content, third-party hardware, and third-party integrations) infringe a valid patent, copyright, or trademark, or misappropriate a trade secret, and we will pay damages finally awarded by a court or agreed in settlement of such claim.

Exclusions. Our obligation does not apply to claims arising from: (a) combination of the Services with hardware, software, or content not provided by us, where the claim would not exist but for the combination; (b) modification of the Services by anyone other than us; (c) use of the Services in violation of these Terms or after we notified you to cease the allegedly infringing use; or (d) use of a superseded version where the current version would avoid the claim.

Mitigation. If the Services are, or in our opinion are likely to become, subject to an infringement claim, we may at our option and expense: (a) procure the right for you to continue using the Services; (b) modify or replace the Services to make them non-infringing without material loss of functionality; or (c) if neither is commercially practicable, terminate the affected subscription and refund any prepaid fees covering the remainder of the term. This Section 9.2 states our entire liability, and your exclusive remedy, for infringement claims.

9.3 Indemnification Procedure: The indemnified party must: (a) give the indemnifying party prompt written notice of the claim (provided that delayed notice relieves the indemnifying party only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided any settlement fully releases the indemnified party and does not impose obligations on it without consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

10. Limitation of Liability

10.1 Cap: Except as provided in Section 10.3, each party's aggregate liability arising out of or related to these Terms will not exceed the total amount paid or payable by you for the Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose.

10.2 Exclusion of Consequential Damages: Except as provided in Section 10.3, neither party will be liable for any indirect, special, incidental, or consequential damages (including lost profits, lost revenue, or loss of use), regardless of the form of action, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

10.3 Exceptions: Sections 10.1 and 10.2 do not apply to: (a) a party's indemnification obligations under Section 9; (b) a breach of Section 7 (Confidentiality) or of the DPA; (c) your payment obligations or use of the Services in excess of your authorized scope; or (d) a party's gross negligence, willful misconduct, or fraud, or any liability that cannot be limited under applicable law.

11. Modifications to These Terms

We may update these Terms from time to time. For customers on online/self-serve subscriptions, we will notify you of material changes (e.g., via email or the administrative console) at least 30 days before they take effect, and your continued use after the effective date constitutes acceptance; if you do not accept a material change, you may elect not to renew. For customers with a negotiated Order Form, material changes will take effect at the start of your next renewal term, and no change will modify a negotiated Order Form during its current term without mutual written agreement.

12. General Provisions

Governing Law; Venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.

Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign them in their entirety, upon notice, to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other attempted assignment is void.

Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, utility or internet failures, and denial-of-service attacks, provided the affected party uses reasonable efforts to mitigate.

Export Compliance; Sanctions. Each party will comply with applicable export control and sanctions laws. You represent that you are not located in, or a resident or national of, any embargoed country, and are not on any government restricted-party list.

Notices. Legal notices must be in writing and sent to the addresses specified in the applicable Order Form (or, for notices to us, to legal@fgr.cx and 333 Sylvan Ave, Ste 305, Englewood Cliffs, NJ 07632). Notices are deemed given upon receipt. Operational notices may be provided via email or the administrative console.

Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions remain in effect. Failure to enforce a provision is not a waiver of the right to enforce it later.

Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship.

Order of Precedence; Entire Agreement. These Terms, together with any Order Forms, and the DPA constitute the entire agreement between the parties and supersede all prior communications. In the event of conflict, the order of precedence is: (1) the DPA (as to personal data); (2) the applicable Order Form; (3) these Terms.

13. Contact Information

For legal notices or questions regarding these Terms, contact us at legal@fgr.cx.