Terms of use

Last update: 19 May 2020

These Terms of Service (“Terms”) are a legal agreement between Talarian S.à.r.l. herein “Talarian”, having its principal place of business at 30, Bd Grande-Duchesse Charlotte, L-1330 Luxembourg, and the person or entity agreeing to the terms herein (“Licensee”, “Customer”, “You” or “you”). By using or accessing any part of Playengo (the “Service”), You agree that You have read, understand, and agree to be bound by all of the terms and conditions contained herein. If You do not agree to these Terms, You must not use or access the Service. If You are entering into this Terms on behalf of a company, You represent that You have the authority to bind that company to these Terms. If You have purchased a license to use Playengo through a Talarian reseller, You also agrees to comply with the terms of any agreement between You and such reseller. In the event of an inconsistency between these Terms and any such reseller agreements, these Terms shall control.


WHEREAS, Talarian has developed a digital signage solution named “Playengo” (the “​Service​​”) which it makes available to its customers; and

WHEREAS, Licensee wishes to obtain a non-exclusive license to access and use the Service, and Talarian is willing to grant such non-exclusive license to Licensee on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. Scope of Agreement.

2. Service.

3. Professional Services.

4. Licensee Responsibilities and Content.

5. Term & Termination.

6. Fees & Payment Terms.

The fee(s) specified on the Order Form are due and payable on the Effective Date. Recurring fees shall be paid in advance on a monthly or yearly basis as specified on the Order Form. Any non-recurring license fees shall be payable on the dates set forth in the applicable Order Form. A decrease in the number of license will only take effect for the following annual period. Any additional license added to the Agreement will be invoiced pro rata according to the number of months remaining until the anniversary date of the Agreement, including the month in which the license was added to the Agreement. All fees are exclusive of all taxes, levies or duties, and Licensee will be responsible for payment of such taxes, levies or duties, excluding only taxes based solely upon Talarian’s net income. Except as otherwise mutually agreed upon by the parties in writing, each party is responsible for its own expenses under this Agreement. All fees payable under this Agreement are non-refundable. Talarian will issue an invoice for the fees due hereunder.

During the term of this Agreement, Licensee hereby agrees that Talarian shall have the right, but not the obligation, to include Licensee’s logo solely on Talarian’s website to identify Licensee as a customer who uses the Service.

8. Warranties; Availability and Disclaimer of Warranties.

9. Indemnification.

10. Limitation of Liability.

11. Export.

In performing their respective obligations under this Agreement, the Parties will comply with all applicable national or international trade and export laws and regulations. The Party conducting an export or re-export shall be responsible for obtaining any required licenses or authorizations. Each Party shall reasonably cooperate with, and exercise reasonable efforts to support the Party making the export or re-export in obtaining any necessary licenses or authorizations required to perform its obligations under this Agreement.

12. Confidentiality and Privacy.

13. Governing Law & Jurisdiction.

This Agreement will be construed and interpreted in all respects in accordance with the laws of Luxembourg, without reference to its choice of law rules. Notwithstanding anything in this Agreement to the contrary, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect any actual or threatened misappropriation or infringement of its intellectual property rights or those of its licensors, and each party hereby submits to the jurisdiction of such courts and waives any objection thereto on the basis of improper venue, inconvenience of the forum or any other grounds. Licensee agrees that any breach of the license restrictions or other infringement or misappropriation of the intellectual property rights of Talarian or its licensors may result in immediate and irreparable damage to Talarian for which there is no adequate remedy at law. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, performance or termination, shall be submitted to the exclusive jurisdiction of the courts of Luxembourg.

14. Notices.

All notices permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, e-mail, or by certified or registered mail, return receipt requested. Mailed notices shall be sent to the addresses set forth on the first page of this Agreement. Licensee also consents to receive communications from Talarian electronically by e-mail. Licensee agrees that all agreements, notices, disclosures, and other communications that Talarian provides to Licensee electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

15. General Provisions.

Licensee may not assign any rights under this Agreement without the prior written consent of Talarian, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement without the other party’s consent to: (a) an affiliate; or (b) any person, firm, organization, corporation or other entity which succeeds to the business of the party as a going concern of such party by acquisition, merger, reorganization or otherwise. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any term of this Agreement is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all prior and/or contemporaneous representations, discussions, negotiations and agreements, whether written or oral, except to the extent Talarian makes any software or other products and services available to Licensee under separate written terms. The terms on any purchase order, confirmation, or similar document submitted by Licensee to Talarian will have no effect and are hereby rejected. This Agreement, together with the Data Processing Agreement annexed to it, shall not be interpreted or construed to confer any rights or remedies on any third parties. Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder. This Agreement may be entered into in one or more counterparts, each of which will be deemed an original, and all of which taken together shall constitute one and the same instrument.

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