SHARP NEC DISPLAY SOLUTIONS OF AMERICA, Inc.

Orders / Contracts. Your order constitutes a subscription agreement between SHARP NEC and yourself. All orders are subject to acceptance by SHARP NEC. SHARP NEC is not obliged to accept your order and may in its discretion, decline to accept any order. Where SHARP NEC accepts your order, it will confirm such acceptance to you by sending you an email that confirms that the product has been ordered.

By purchasing a subscription, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Your subscription will be automatically extended for successive periods, at the current subscription rate. In some cases where manual billing has been selected, you will be billed in writing to the email address you provided. All manual payments are subject to net 30 days from when the bill was sent after which you will be subject to a 5% per month penalty until the payment has been received by SHARP NEC.

You are responsible for ensuring a valid payment method is attached to your account at all times.

Your order will be fulfilled in a reasonable time from the date of your order. You recognize, though, that occasionally because of delays from domestic postal, international shipping partners and for other reasons beyond our control it is possible that orders may be delivered more than 30 days after the order.

We reserve the right to revoke your Account at any time as a result of a violation of these Terms.

The subscription agreement includes the Guestview Guide Display (the “Display”), which is leased to you as part of the subscription agreement. Sharp NEC Display Solutions of America, Inc. is the lessor of the Display (“Equipment”), and you are the lessee of the Equipment listed on the applicable order form.

Subscription Terms

1 Year Initial Contract. The term of this agreement is 1 year from the date of the initial transaction. Payments will be made on a monthly or annual basis (as indicated on your Order Form). After the 1-year contract expires, the agreement defaults to a month to month agreement until terminated by you or by SHARP NEC, or until a new agreement is executed.

Payments. By purchasing a Subscription, you agree and acknowledge that your subscription has an initial and recurring payment charge at the then-current subscription rate and you accept responsibility for all recurring charges prior to termination, including where applicable any charges processed by SHARP NEC after the expiration date of your payment card.

Automatic Renewal. Subscriptions are subject to automatic renewal. You agree that SHARP NEC may submit periodic charges to your chosen payment method without additional authorization from you, until you provide prior notice that you wish to terminate this authorization or to change your payment method. You agree that such notice will not affect charges submitted before SHARP NEC can reasonably act on the request.

Ownership of the Guestview Guide Display. During your subscription, SHARP NEC retains full ownership of the Guestview Guide Display (the “Display”). The Display is leased to you during the subscription period. SHARP NEC retains all rights to the Display during the subscription period and thereafter.

Cancellations. You may cancel your subscription by giving SHARP NEC a minimum of 5 working days notice prior to the auto-renewal date. The autorenewal date is the date that is one (1) year after the date of your initial transaction, and thereafter, it is the date that begins each month-to-month renewal period. Cancellations can only be made via email communication via guestview@necdisplay.com or by contacting your account manager in writing.

Returning the Display. At the end of the subscription period, you are required to return the Display to SHARP NEC using the instructions provided to you. Shipping materials will be delivered to you and shipping costs will be covered by SHARP NEC. These shipping materials should properly protect the device during shipping. In the event that the Display has been damaged during shipping due to failure of the user to properly secure the Display in the provided shipping materials, you will be charged a one-time device replacement fee of $850. Failure to return the device within 45 days of cancelation will result in a one-time charge of $850 for replacement of the Display.

Refunds. In most cases, canceling your subscription before it expires means you’ll finish your current contract/subscription without receiving money back. Once the contract/subscription expires, you are required to return the Display to SHARP NEC using the instructions provided to you upon cancelation in accordance with the section above. Returning the Display will not cancel the initial contract. You will be required to continue to pay the remaining terms of the initial contract. Returning the Display will not cancel a monthly subscription. You must contact guestview@necdisplay.com or your Agent in order to cancel a monthly subscription.

Failure To Pay. If your account payments fall behind by over 15 days, your subscription will be terminated and you are required to return the device(s) to Sharp NEC Display Solutions. Failure to return the device(s) within 30 days will result in a fixed charge of $850 per device. This amount will be sent in a full and final settlement invoice.

Events of Default. An event of default shall occur if you: (i) fail to pay any payment when due and such failure continues for a period of fifteen (15) days after written notice from SHARP NEC; or (ii) you default in the performance of any obligation or in the payment of any sum due SHARP NEC under any other contract, agreement, arrangement or understanding and such failure continues for a period of fifteen (15) days after written notice from SHARP NEC, or (iii) you fail to perform or observe any other covenant, condition or agreement to be performed or observed by you hereunder or you breach any representation or provision contained herein or in any other document furnished to SHARP NEC in connection with this Subscription Agreement, and such failure or breach shall continue unremedied for a period of fifteen (15) days after written notice from SHARP NEC; or (iv) without SHARP NEC’s consent you attempt to remove, sell, transfer, encumber, part with possession, or sublet any item of Equipment; or (v) you are not paying debts as such debts become due, you become insolvent, file or have filed against you a petition under any chapter of the U.S. Bankruptcy Code, 11 U.S.C 1.01 et. seq. (or any similar petition under any insolvency law of any jurisdiction), you propose any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, you make an assignment or trust mortgage for the benefit of creditors, or if a receiver, trustee, custodian or similar agent is appointed or takes possession with respect to any property or business of yours.

Remedies. Upon the occurrence of any default and at any time thereafter, SHARP NEC shall have the right to exercise any one or more to the following remedies: (i) SHARP NEC may terminate this Agreement upon notice to you; (ii) SHARP NEC may declare all sums due and to become due hereunder for the full term of the Agreement immediately due and payable; (iii) SHARP NEC may demand that You return all Equipment in the same condition as delivered, ordinary wear and tear excepted, at Your risk and expense, to such location as SHARP NEC may designate; (iv) SHARP NEC may enter upon the premises where such Equipment is located and take immediate possession of and remove the same, all without court order or other process of law and all without any liability accruing to SHARP NEC or its agents for such entry, or for damage to property or otherwise. It is acknowledged by SHARP NEC and You that a termination hereunder as to any Equipment specified by SHARP NEC shall occur only upon written notice by SHARP NEC to You. No remedy referred to in this paragraph is intended to be exclusive and the rights and remedies specified herein are in addition to any other rights or remedies conferred by law or in equity and no express or implied waiver by SHARP NEC of any default shall constitute a waiver of any other default by You, or a waiver of any of SHARP NEC’s rights.

Data. The Guestview Guide Display enables the gathering of anonymized data of how guests interact and transact through the display. This data is available from the Management Console. The data is owned by SHARP NEC and licensed to you for the duration of your subscription.

Limitation on Quantities. We reserve the right to limit quantities purchased by Accounts and to revise, suspend, or terminate an event or promotion at any time due to inventory, shortages, or user breach (including after an order has been submitted and/or acknowledged). We do not guarantee that all products described on our Site will be available.

Broken device. You must inform SHARP NEC within 14 working days of the breakage by email to guestview@necdisplay.com attaching a photograph and/or detailed description of the broken device. A member of the customer support team will advise whether the device is required to be sent back to us according to the standard Warranty policy.

Product Information. Excluding any content which may be submitted by accounts from time to time, we strive to ensure that the information on the Site and the App is complete and reliable. Certain information may contain pricing errors, typographical errors and other errors or inaccuracies which we may correct without liability.

Automatic Software Updates. SHARP NEC may, from time to time, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services and/or the Product Software (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services and the Products. If you do not terminate a previously created Account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Services and the Products and you agree to install any Updates that SHARP NEC provides promptly. Your continued use of the Services and the Products is your agreement to these Terms with respect to the Services and Products. SHARP NEC may make changes to these Terms or the End User License Agreement over time.

Intended Use of SHARP NEC Services. The Services are intended to be accessed and used for non-time-critical information and control of SHARP NEC Products. While we aim for the Services to be highly reliable and available, we cannot guarantee 100% reliability or availability. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond SHARP NEC’s control, including Wi-Fi intermittency, service provider uptime, mobile notifications and operators, among others. You acknowledge these limitations and agree that SHARP NEC is not responsible for any damages allegedly caused by the failure or delay of the Services.

System Requirements. The Services will not be accessible without: (i) a working Wi-Fi network in your home that is positioned to communicate reliably with the Products; (ii) an Account; (iii) always-on broadband Internet access in your home with bandwidth sufficient to support the Products you use; and (iv) other system elements that may be specified by SHARP NEC. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met. If you modify, substitute, move, or otherwise change any of the required system elements, it is your sole duty and responsibility to be sure they are compatible and properly configured to work with the Products and Services.

Equipment, ISP and Operator. You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, home wiring, home Wi-Fi network, Bluetooth connection and other related equipment (“Equipment”), (ii) your Internet service provider (“ISP”) and (iii) your mobile device operator (“Operator”). You acknowledge that you are responsible for all fees charged by your ISP and Operator in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service and other policies of your ISP and Operator.

Registration and Passwords. In order to access certain services on the Site, you will be required to provide specific information. All information about you must be truthful, and you may not use any aliases or other means to mask your true identity. Any access codes or passwords provided should be safeguarded at all times. You are responsible for the security of your access codes and passwords and will be solely liable for any use or unauthorized use under such access codes or passwords. We may suspend or terminate your access at any time with or without notice. To understand how we use information collected from you, please read The SHARP NEC Privacy Policy.

Affiliate Services. GuestView Guide (GVG) displays may come pre-installed with a range of partnerships with companies providing on-demand services, (including but not limited to), taxi services, tourist tickets, and food and grocery delivery. These relationships operate on an affiliate commercial relationship between SHARP NEC and the on-demand service provider.

Cross Promotion and Selling Services. The GVG display can be used as a platform that enables you to cross-promote your additional properties or advertise goods and services to your guests. You are responsible for ensuring that any services you add to the platform conform to local laws and that you can fulfill any and all orders. SHARP NEC is not responsible for any orders for services or cross-promotions that you are not able to process and fulfill.

Service. If you believe that the product is not operating correctly, or if you need technical support for your product, please contact our customer support below. Our technical service representatives are available Monday – Friday 9:00 AM – 6:00 PM PT at (800) 632-4662 or via email at
techsupport@necdisplay.com.

Contact Sharp NEC Display Solutions Technical Support

  • The agent will troubleshoot the problem and log the call.
  • If deemed defective, the agent will create a Material Return Authorization (MRA) at the time of the call.
  • Sharp NEC Display Solutions will ship a “like new” refurbished replacement or comparable model to the customer.
  • A major credit card is needed to secure the value of the advanced replacement product. You have 21 calendar days to return the pre-approved defective unit. Failure to return the unit in the allotted timeframe will result in an automatic cancellation of the MRA and will be charged for the total cost of the replacement unit. For cross-ship returns, do we require a credit card?
  • Sharp NEC Display Solutions will send the replacement product within the same day, via standard overnight (next business day) shipping
    service, if the call is received by 2:00 PM CT.
  • When the replacement product is received, please retain the packaging material to be used for returning the defective product to SHARP NEC.
  • When packing the defective product for return, remove any accessory items, cables, manuals, etc. SHARP NEC will not be responsible for
    hardware sent in with an exchanged product.
  • A prepaid return shipping label is included with the replacement. Please use this prepaid label to return the defective product to SHARP NEC. Note the tracking number for your records. If a prepaid return shipping label is missing, please contact SHARP NEC Customer Service at (800)632-4662.
  • As long as Sharp NEC Display Solutions receives the product back within 21 days in good and expected condition without broken/cracked/scratched cabinet, broken/crack/scratched panel (module) the credit card will not be charged.
  • It is the responsibility of the customer to properly package the return product and surrender the return product to the designated
    carrier. Please note that the customer will be held solely responsible for shipping damage that occurs due to the use of any
    packaging material other than the standard Sharp NEC Display Solutions packaging. Click here for instructions on packing the monitor.

LIMITATION OF DAMAGES. IN NO EVENT WILL SHARP NEC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR SPECIAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS PRODUCT, AND SHARP NEC TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS PRODUCT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID FOR THE PRODUCT BY THE ORIGINAL PURCHASER.

Sharp NEC Property. You acknowledge that all intellectual property rights, including, without limitation, copyrights, patents, trademarks and trade secrets, in the Product, Product Software and Services (i.e., the Sites, Web Apps and Mobile Apps) are owned by SHARP NEC or its affiliates or our licensors. Your possession, access to and use of the Product, Product Software and Services do not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. SHARP NEC, and its affiliates and licensors and suppliers, reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.

YOUR RIGHTS AND THESE TERMS AND CONDITIONS. These Terms and Conditions give you specific legal rights. You may also have other legal rights that vary by state, province, or jurisdiction. Likewise, some of the limitations in these Terms may not apply in certain states, provinces or jurisdictions. These Terms will apply to the extent permitted by applicable law. For a full description of your legal rights you should refer to the laws applicable in your jurisdiction and you may wish to contact a relevant consumer advisory service.

Assignment. You acknowledge that SHARP NEC may sell or assign its interest in this Agreement and the Equipment. You agree that upon notice of assignment of this Agreement, You shall pay directly to SHARP NEC’s assignee without abatement, deduction or set-off all amounts which become due hereunder. In such event, SHARP NEC’s assignee shall be entitled to enforce all the rights so assigned but shall be under no obligation to You to perform any of SHARP NEC’s obligations hereunder, Your sole remedy being against SHARP NEC with Your rights against SHARP NEC’s being unaffected except as provided herein. You specifically covenant and agree that you will not assert against SHARP NEC’s assignee any claims by way of abatement, defense, set-off, counterclaim, recoupment or the like which You may have against SHARP NEC and You shall not assert against such assignee in any action for payments due and payable any defense except the defense of satisfaction and accord by payment. You may not assign, transfer or sell all or any of your rights under this Agreement (or delegate all or any of its obligations hereunder) without the written consent of SHARP NEC.

Further Assurances. If requested by SHARP NEC, You shall promptly secure, execute and/or deliver to SHARP NEC such further documents (including but not
limited to financing statements) and take further action as SHARP NEC shall deem necessary or desirable to carry out the intent and purpose of this
Agreement and to protect SHARP NEC’s interest in the Equipment. You herein grant SHARP NEC the right to file financing statements under the Uniform
Commercial Code, as amended, with regard to Equipment leased hereunder, and, where allowed by law, authorize SHARP NEC to make such filings
without Your signature. You agree to provide SHARP NEC with updated financial statements upon request.

Title, Location, and Inspection. The Equipment shall at all times be the sole and exclusive property of SHARP NEC. You shall have no rights or property interest in the Equipment, except for the right to use it in accordance with the terms and conditions provided by SHARP NEC, and in the location (“Location”) specified and agreed upon by the parties. SHARP NEC and You acknowledge that the Equipment shall always remain and be deemed personal property even though it may become attached or affixed to realty, and title thereto shall remain in SHARP NEC exclusively. You shall not sell, assign, sublet, pledge, hypothecate or otherwise encumber or suffer a lien upon or against this Agreement or the Equipment leased hereunder without SHARP NEC’s prior written consent. You shall not remove any Equipment from the Location without SHARP NEC’s prior written consent. SHARP NEC shall have the right to inspect the Equipment and observe its use upon reasonable notice of its intention to so inspect.

Indemnity. You do hereby agree to indemnify and hold harmless SHARP NEC from and against any and all claims, actions, expenses, damages, and liabilities, of whatever kind and nature, excluding any of the foregoing arising from the sole negligence of SHARP NEC, in any way arising out of or pertaining to the lease, possession or use of the Equipment. SHARP NEC and You mutually agree to give each other prompt written notice of any alleged claim or liability herein indemnified against. The indemnities contained herein shall survive termination of this Agreement.

Warranties. SHARP NEC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE. YOU AGREE THAT SHARP NEC IS NOT RESPONSIBLE FOR EQUIPMENT DAMAGE OR DEFECT THAT IS CAUSED BY ACCIDENT, ABUSE, OR MISUSE.

Binding Effect. The provisions of this agreement shall be binding upon and inure to the benefit of SHARP NEC and You and their respective legal representatives, successors, and assigns.

Applicable Law. This Agreement will be governed by the laws of the State of Illinois.

Notices. Unless otherwise agreed to by the parties, all notices required under this Agreement shall be made personally, by certified mail, return receipt requested or by overnight express delivery service, and all notices shall be addressed to the attention of the party executing the Agreement or its successor.

Waiver. Either party’s failure to enforce any provision of this Agreement will not be deemed a waiver of that provision or of the right to enforce it in the future.

Severability. In the event that any of the provisions of this Agreement or the application of any such provisions to the parties hereto with respect to their obligations hereunder shall be held by a court of competent jurisdiction to be unlawful or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected, impaired, or invalidated in any manner.

Entire Agreement. This Agreement, contains the entire and only understanding between the parties and supersedes all prior agreements, either written or oral, relating to the subject matter hereof. No modifications of this Agreement will be binding on either party unless made in writing and signed by persons authorized to sign agreements on behalf of You and SHARP NEC at its Headquarters.

Forum For Disputes And Waiver Of Jury Trial. If, during the term of this Agreement or at any time after its termination, either SHARP NEC or You commences a suit, action, or other legal proceedings against the other arising out of or in connection with this Agreement, the breach thereof or to its termination, whether or not other parties are also named therein, the forum for the same, including, but not limited to, the forum of the trial, shall take place in accordance with this paragraph. Any action brought by either party against the other, including any against its officers, agents, employees or ex-employees, shall be brought exclusively in the appropriate state or federal courts located in the State of Illinois. In any litigation or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.

THE PARTIES MUTUALLY ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY RELATING IN ANY MANNER TO THIS AGREEMENT, ANY BREACH OF THIS AGREEMENT OR ITS TERMINATION MAY INVOLVE DIFFICULT OR COMPLEX ISSUES WHICH MAY BETTER BE UNDERSTOOD BY A JUDGE RATHER THAN A JURY. ACCORDINGLY, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THEIR RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY SUCH LITIGATION AND CONSENT TO A TRIAL BEFORE A JUDGE, SITTING WITHOUT A
JURY.