Please read these Terms carefully. They form a legally binding agreement between you and VYPΛ® and govern your use of our digital signage platform, our host network, our advertising marketplace, and our player hardware.
In plain language. VYPΛ® gives you three connected things: software to run content on your screens (Signage), a way to earn money by showing paid advertising on screens you control (Host), and a way to buy advertising on screens in our network (Advertise). These Terms explain what you may and may not display, how money is charged and paid out, who owns what, and what happens if something goes wrong. The plain-language summaries in this document are for convenience only — the numbered clauses are what legally apply.
These Terms of Service (the "Terms") are entered into between you and VYPA Technologies Inc., a corporation incorporated in Canada with its registered office at 137 Arnold Crescent, Alliston, Ontario, Canada, trading as VYPΛ® ("VYPΛ", "we", "us" or "our"). VYPA Technologies Inc. is a Beauld company.
These Terms govern your access to and use of our websites (including vypa.co), the VYPΛ® Signage platform at app.vypa.co, the VYPΛ® Host platform at host.vypa.co, the VYPΛ® Advertise platform at advertise.vypa.co, our media player applications, our application programming interfaces, our hardware products, and any related documentation, content and support (together, the "Services").
By creating an account, clicking to accept these Terms, purchasing a subscription or product, enrolling a screen in our network, submitting an advertising campaign, or otherwise accessing or using the Services, you confirm that you have read, understood and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not use the Services.
If you are entering into these Terms on behalf of a company, partnership, institution or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you are an individual invited to an account by someone else, you are an Authorized User and your use is also subject to the account owner's instructions and internal policies.
Some Services are governed by additional terms, which form part of your agreement with us and apply in addition to these Terms:
Where there is a direct conflict, the order of precedence is: (a) a signed agreement or order form between us; (b) an applicable Data Processing Addendum; (c) the platform-specific terms in Sections 5 to 7 and 10 of these Terms; and (d) the remainder of these Terms.
You must be at least 18 years old, or the age of majority in your jurisdiction if higher, and capable of forming a binding contract, to open an Account. The Services are intended for commercial and organisational use and are not directed at children. You must not use the Services if you are barred from doing so under applicable law or if we have previously terminated your Account for cause.
You agree to provide accurate, current and complete registration, billing and Venue information, and to keep it up to date. We may verify your identity, business registration, address, screen inventory, tax status or payout details, and may suspend access or withhold payouts until verification is complete.
You are responsible for safeguarding your credentials and for all activity that occurs under your Account, whether or not you authorised it. You agree to:
You are responsible for your Authorized Users' compliance with these Terms and for all Content they publish. Any act or omission of an Authorized User that would breach these Terms is treated as your breach.
VYPΛ® operates three connected platforms and supplies compatible player hardware:
A cloud content-management platform that lets you upload and organise media, build layouts and playlists, schedule what plays where and when, group and monitor Screens remotely, and review playback and performance reporting. The Player software runs on supported devices and operating systems, which currently include Android, Amazon Fire OS, Samsung Tizen and LG webOS. Supported devices, firmware versions and feature availability may change over time.
A monetisation platform through which venue owners and operators enrol Screens into the Network so that paid Advertising Content may be scheduled alongside their own content, and earn a share of revenue attributable to that inventory.
A self-serve and managed out-of-home advertising platform through which Advertisers create or upload creative, select locations, venue categories, dayparts and durations, set a budget, launch campaigns and review delivery reporting.
We also sell VYPΛ® Player devices and accessories, and may provide onboarding, design, installation coordination, training or other professional services. These are covered by Section 10 and by any applicable order form or statement of work.
Subject to your compliance with these Terms and payment of applicable fees, VYPΛ® grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, during your subscription term, to access and use the Services for your own internal business purposes and for the number of Screens for which you hold valid licences. All rights not expressly granted are reserved.
The Services are a content-distribution and advertising platform. They are not designed or certified for use in life-critical, emergency-notification, medical-diagnostic, air-traffic, industrial-control or other high-risk environments where failure or delay in display could lead to death, personal injury, or severe physical, environmental or property damage. You must not rely on the Services as the sole channel for any emergency, safety, legal, regulatory or health-and-safety notice.
Signage is licensed on a per-Screen basis. Your plan determines the number of Screens you may activate, the storage allowance, the template library, the scheduling and analytics features, and the support level available to you. Current plans, inclusions and prices are those published on our Pricing page or set out in your order form at the time of purchase. A Screen licence permits playback on one Screen at a time; you may not share a single licence across multiple simultaneous Screens.
Basic is charged per Screen licence, so the fee multiplies by the number of licences you hold. Pro and Enterprise are flat-rate plans: the fee is the same regardless of how many of the included Screens you actually use.
New Accounts receive a 30-day free trial, which begins when you create your first Screen and covers one Screen with a 2 GB storage allowance. The trial period does not restart if you delete Screens. Trials are provided as is, exclude certain features, support levels and service commitments, and may be modified, suspended or discontinued at any time.
When the trial expires without a Subscription, your Screens are disabled rather than deleted and stop playing Content until you subscribe, at which point they can be reactivated. Trials are limited to one per Customer or corporate group; we may withdraw a trial where we reasonably believe it is being abused.
Paid Accounts receive 5 GB of storage per Screen licence, pooled across the Account, so licences can be used flexibly rather than capped screen by screen. Accounts on the free trial receive 2 GB. A single file may not exceed 500 MB.
Storage is subject to fair and reasonable use of bandwidth, API calls, transcoding and other shared resources. If your usage materially exceeds your allowance or substantially degrades the experience of other users, we may (a) contact you to agree an upgrade, (b) charge for excess usage at our then-current rates, or (c) throttle or restrict the excess usage. We will give you reasonable notice before charging or restricting, except where immediate action is needed to protect platform stability or security.
You may add Screens at any time; additional Screens are charged pro rata for the remainder of the current billing period and at the full rate from the next renewal. Reducing your Screen count takes effect at the start of the next billing period, and fees already paid for the current period are not refunded except as required by law or as set out in Section 9.
You are responsible for:
In plain language. If you enrol your screens in our network, we can place paid ads on them and you keep 70% of what those ads earn. If an agent brought you on board and looks after your account, you keep 56% and the agent gets 14% — but only for the first three years, after which you go to the full 70%. VYPΛ® keeps 30% either way. You need the right to use the screen and the space, you need to keep it switched on and online, and you must not tamper with how ads are counted. Earnings land in your balance when a campaign finishes, and you request a payout whenever you like once you are above the minimum — CA$10, or ₦5,500 in Nigeria. We cannot promise how much you will earn.
By enrolling a Screen in the Network, you represent and warrant that you own, lease or otherwise have the lawful right to control that Screen and to display commercial advertising at the Venue, and that doing so does not breach any lease, franchise agreement, tenancy, licence, mall or landlord rule, municipal sign by-law, zoning restriction, planning permission, condominium rule or other obligation binding on you. Obtaining any required landlord consent, permit or licence is your responsibility.
You agree to:
We aim to serve Advertising Content that is appropriate to your Venue and, where the feature is available, to honour category exclusions or brand blocks you configure. You remain able to publish your own Content in the remainder of the loop. Advertising Content is supplied by third parties and, subject to our review under Section 13, we do not endorse it. If you consider a specific advertisement unsuitable for your Venue, notify us and we will review and, where appropriate, remove or replace it within a reasonable period.
Where advertising is delivered to your enrolled Screens, Net Advertising Revenue attributable to those Screens is divided as follows:
| Party | Share of Net Advertising Revenue |
|---|---|
| Host (the venue) | 70% |
| VYPΛ® | 30% |
| Party | Share of Net Advertising Revenue |
|---|---|
| Host (the venue) | 56% |
| Agent | 14% |
| VYPΛ® | 30% |
The VYPΛ® share is 30% in both cases. Where an Agent is involved, the Agent's 14% commission is carved out of the Host's 70% share, not out of the VYPΛ® share.
An Agent is a person or entity we have approved in writing that introduces a Host to the Network and provides that Host with ongoing account and venue support. Where an Agent is recorded against your Account at the time of enrolment, the split in the second table above applies.
An Agent's entitlement lasts thirty-six (36) months, running from the date the Agent is attributed to your Account. At the end of that period the Agent's 14% entitlement ends automatically, without notice or further action, and the split reverts permanently to 70% Host / 30% VYPΛ® for all subsequent earnings. No renewal, extension or residual entitlement arises unless we agree to one in writing.
An Agent's entitlement also ends before the three-year term expires if the Agent's agreement with us is terminated for breach, if the Agent ceases to provide the agreed support to the Host, or if the Agent's approval is withdrawn. In each case the split reverts to 70% Host / 30% VYPΛ® from the start of the next calendar month. An Agent is an independent contractor, is not an employee or agent of VYPΛ® for any other purpose, and has no authority to bind VYPΛ® or the Host.
Attribution, impression counts, plays and delivery are determined by VYPΛ®'s server-side and Player logs, which, absent manifest error, are the authoritative record for all calculation and payment purposes.
Host Revenue is finalised per campaign, not on a monthly cycle. Earnings for a campaign are calculated and credited to your balance when that campaign ends on your Screen, or when an approval for it is terminated. Amounts remain subject to Section 6.9 where the corresponding Advertiser payment is later refunded, charged back or proves uncollectible.
Payouts are requested by you, not paid automatically. Your Host dashboard shows an available balance, calculated as your total finalised earnings, less any amounts locked in payout requests already pending or approved, less amounts already paid out to you. You may request a payout of any amount up to that available balance at any time, subject to the minimum in Section 6.8.
A request is created with the status pending. We review it and either approve it for payment or reject it, and the requested amount stays locked against your balance while it is pending or approved so it cannot be requested twice. We do not commit to a fixed turnaround for review, and there is no automatic monthly payment run.
Payouts are issued by the method you select and verify in your dashboard. The methods currently supported are Stripe, PayPal, Interac and Paystack. Availability depends on your country, and we may add or withdraw a method at any time.
A payout request must be for at least the minimum below. Balances under the minimum are not lost — they simply stay in your available balance until you have enough to request a payout.
| Payout country | Minimum request |
|---|---|
| Nigeria | ₦5,500 |
| Canada and all other countries | CA$10 |
The figure applied is the one shown in your Host dashboard for your registered country. We may change a minimum to reflect banking or transfer costs, on reasonable notice.
You must provide valid, verified payout and tax details before any payment can be released. We may withhold, offset or delay a payout where:
Because payout details are a common target for account takeover, the following controls apply and are enforced automatically:
You are solely responsible for reporting and paying all income, sales, value-added, goods-and- services and other taxes arising from Host Revenue, and for any bank, transfer or currency- conversion charges applied by your payment provider. Where we are required to withhold tax at source, we will do so and remit as required.
VYPΛ® makes no representation, warranty or guarantee as to the amount of advertising demand, fill rate, impressions, plays or revenue that any Screen, Venue, category or region will generate. Earnings depend on advertiser demand, seasonality, location, footfall, screen uptime and market conditions. Any figures, examples, projections, calculators, case studies or testimonials shown on our websites or in our marketing are illustrative only and are not a promise of results.
You must not, and must not permit any person to:
Invalid activity may result in forfeiture of the affected Host Revenue, reversal of amounts already credited, removal of Screens from the Network, and suspension or termination under Section 21.
You may remove a Screen from the Network on the notice period stated in your Host Agreement, or where no period is stated, on thirty (30) days' written notice. Campaigns already booked and confirmed against that Screen may continue to run until the end of their committed flight, or we may reallocate them. Accrued Host Revenue for delivered inventory remains payable, subject to Sections 6.8 and 6.9.
Advertisers may create or upload creative, select targeting parameters such as location, venue category, daypart and duration, and set a budget and flight dates. A booking is not confirmed until we accept it in the platform and, where applicable, authorisation of your payment method or receipt of prepayment succeeds. Inventory is not reserved until confirmation, and availability is dynamic.
You must supply creative that meets the published specifications for resolution, aspect ratio, orientation, file format, file size, duration and safe-area requirements, and must submit it by any stated deadline. We are not responsible for delivery shortfalls, rendering defects, cropping, letterboxing or delays caused by late, non-conforming, corrupted or externally hosted creative.
All Advertising Content is subject to review. We may reject, pause, remove, reclassify, or require modification of any Advertising Content or campaign, at any time and at our sole discretion, where we reasonably believe it breaches these Terms, Section 12 or Section 13, applicable law or advertising codes, a Host's configured category exclusions, or the standards of a Venue. Review is a right, not an obligation, and approval of a campaign is not legal advice, a determination of compliance, or a warranty that your Advertising Content is lawful in any jurisdiction.
Out-of-home delivery is measured in plays and estimated impressions derived from Player logs and audience-estimation methodologies, and is inherently an estimate rather than a person-by-person count. VYPΛ®'s logs and reporting are the authoritative measurement record absent manifest error.
We use commercially reasonable efforts to deliver a booked campaign across the selected inventory. Because the Network is composed of independently operated Venues, specific Screens, Venues, positions, loop slots, share of voice or exact play times are not guaranteed unless expressly committed in a signed insertion order. Where we materially under-deliver against a committed quantity, your remedy is, at our option, a make-good extension, delivery on comparable alternative inventory, or a credit or refund of the undelivered portion. This is your sole and exclusive remedy for under-delivery.
VYPΛ® does not guarantee any level of reach, footfall, engagement, brand lift, enquiries, sales, conversions, return on ad spend, or other commercial outcome from any campaign.
You may pause or cancel a self-serve campaign through the platform. Amounts corresponding to inventory already delivered, and to non-cancellable commitments or third-party production costs already incurred, remain payable. Campaigns booked under a signed insertion order are subject to the cancellation notice and cancellation-fee provisions of that document.
We may source demand from, or make inventory available to, advertising agencies, resellers, exchanges and demand-side platforms. If you act as an agency or reseller, you are jointly and severally responsible with your client for payment and for compliance with these Terms, you warrant you have authority to bind that client, and you must not misrepresent our inventory, pricing or measurement to it.
You agree to pay all fees for the Services you order, at the prices and in the currency displayed at the time of purchase or set out in your order form. Prices are quoted exclusive of taxes, duties and shipping unless stated otherwise.
VYPΛ® bills in two currencies, determined by the country on your Account:
Naira prices are set independently for the Nigerian market and are not a currency conversion of the Canadian price. Yearly billing is charged at ten times the monthly rate in both currencies, giving two months free. If your Account is outside Canada and Nigeria you will be billed in Canadian dollars, and your bank or card issuer may apply conversion and cross-border fees for which we are not responsible.
Payments are processed by PCI-compliant third-party payment processors. We do not store full card numbers. By providing a payment method, you authorise us and our processors to charge that method for all fees due, including recurring subscription fees, per-Screen fees, overage, hardware, shipping and applicable taxes, and you confirm you are authorised to use it. Where offered, wire transfer or invoicing may be arranged by contacting info@vypa.co; invoiced amounts are due within thirty (30) days of the invoice date unless stated otherwise.
Subscriptions renew automatically for successive periods equal to the then-current term (monthly or annual, as applicable) unless cancelled before the end of the current period. You may cancel renewal at any time in your account billing settings or by contacting us; cancellation takes effect at the end of the current paid period, and you retain access until then.
If a payment fails or is overdue, we may retry the charge, and may suspend or restrict your Account, Screens or campaigns after giving you reasonable notice and an opportunity to cure. We may charge interest on overdue amounts at the lower of 1.5% per month (19.56% per year) and the maximum rate permitted by applicable law, together with reasonable costs of collection. Suspension for non-payment does not relieve you of accrued fees.
Fees are exclusive of all sales, use, goods-and-services, harmonised sales, value-added, excise, withholding and similar taxes. You are responsible for all such taxes other than taxes on our net income. Where we are required to collect them, they will be added to your invoice. If you claim an exemption, you must provide valid documentation in advance. If you are required to withhold any tax from a payment to us, you must gross up the payment so that we receive the full amount invoiced.
We may change our prices. For subscriptions, we will give at least thirty (30) days' notice before a price change takes effect, and the change will apply from your next renewal. If you do not accept the new price, you may cancel before it takes effect. Introductory, promotional and discounted rates apply only for the stated period and revert to standard rates afterwards.
If you believe you have been billed incorrectly, contact info@vypa.co within sixty (60) days of the invoice or charge date with details. We will investigate in good faith and correct any error we confirm. Amounts not disputed within that period are treated as accepted, except where applicable consumer law provides otherwise. Initiating a chargeback without first contacting us is a breach of these Terms and may result in suspension.
Except where required by applicable law, subscription fees are non-refundable and there are no refunds or credits for partial periods, unused Screens, unused storage, or periods in which you did not use the Services. We may, at our discretion, issue a pro-rata credit where a documented, prolonged failure of the Services on our side prevented material use.
Nothing in this Section limits any non-waivable statutory right of withdrawal, cooling-off, cancellation or refund you may have as a consumer, including under the Ontario Consumer Protection Act, 2002 and equivalent provincial legislation, applicable EU consumer rights legislation, the UK Consumer Rights Act 2015 and the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, or comparable laws in your jurisdiction. Where a cooling-off right applies to digital content, you acknowledge that by requesting immediate access you may lose that right once supply begins, to the extent the relevant law permits.
Amounts spent on delivered advertising are non-refundable. Undelivered prepaid balances may be refunded or credited at our discretion, less any non-cancellable costs already incurred. See Section 7.4 for under-delivery remedies.
On cancellation or termination, Screens will stop receiving new Content and scheduled playback will cease. You are responsible for exporting your Content before your access ends. We will retain your Content for a limited grace period after termination, after which it may be permanently deleted in accordance with our retention practices and our Privacy Policy. Records we are legally required to keep, such as billing and tax records, will be retained for the periods the law requires.
Hardware orders are subject to acceptance and availability. Prices displayed at checkout exclude applicable taxes, duties and shipping unless stated otherwise. We may correct pricing or specification errors and cancel affected orders before dispatch, refunding any amount paid.
Delivery estimates are indicative, not guaranteed. Title to hardware passes to you on our receipt of payment in full; risk of loss or damage passes on delivery to you or your nominated carrier or address. You are the importer of record for international shipments and are responsible for customs duties, import taxes, brokerage fees and compliance with local import and radio-equipment requirements.
We warrant that VYPΛ® Player hardware supplied by us will be free from material defects in materials and workmanship, under normal use and in accordance with our documentation, for twelve (12) months from the date of delivery, unless a different period is stated in your order form. Your exclusive remedy under this limited warranty is, at our option, repair, replacement with an equivalent or better unit, or refund of the purchase price of the affected unit. This warranty does not cover:
Third-party displays, media players and accessories carry only their manufacturer's warranty. To claim under this warranty, contact info@vypa.co and follow the return authorisation process; unauthorised returns may be refused.
If you are a consumer, this limited warranty is in addition to, and does not exclude or limit, any non-waivable statutory guarantee, conformity right or legal warranty available to you under applicable consumer law.
Player software, firmware and embedded software are licensed, not sold, and remain the property of VYPΛ® or its licensors. Your licence to use them is subject to these Terms and terminates if your Subscription terminates. You must not reverse engineer, decompile, disassemble, circumvent licensing controls, or extract source code from them, except to the extent such restriction is prohibited by applicable law. Hardware may require periodic connection to our servers for activation, licence validation, security patching and updates. Open-source components included in our software are governed by their own licences, and where those licences grant you broader rights than these Terms, those licences prevail for the relevant component.
You retain all right, title and interest in and to your Content. We claim no ownership of it.
You grant VYPΛ® a worldwide, non-exclusive, royalty-free, sublicensable licence (solely to our hosting, transcoding, content-delivery and infrastructure providers, and only for the purposes below) to host, store, cache, reproduce, encode, transcode, resize, reformat, transmit, distribute and publicly display your Content, in each case only to the extent necessary to:
This licence ends when your Content is deleted from the Services, except for residual copies in routine backups and logs pending scheduled deletion, and except where retention is required by law.
We will not use your Content, name, logo or Venue imagery in our public marketing, case studies or customer lists without your prior written consent, except that we may make internal, non-public reference to your use of the Services. If you grant consent, you may withdraw it for future use on written notice.
You represent and warrant, for all Content you publish, that:
If you send us suggestions, ideas or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit it without restriction or compensation. We are not obliged to keep feedback confidential or to implement it.
If you believe Content displayed through the Services infringes your rights, send a notice to info@vypa.co identifying the work, the allegedly infringing material, your contact details, and a statement of your good-faith belief and of the accuracy of your notice. We will investigate and may remove or disable the material, and may terminate the accounts of repeat infringers.
This Section applies to all users of the Services. You must not, and must not permit anyone to:
Publish, upload, transmit or display Content or Advertising Content that:
We may investigate suspected breaches and may remove or disable Content, restrict features, remove Screens from the Network, withhold payouts pending investigation, or suspend or terminate Accounts under Section 21. Where we can lawfully do so, we will tell you what happened and why, and give you a reasonable opportunity to respond and to appeal our decision by writing to info@vypa.co. We may report unlawful activity to law enforcement or other competent authorities.
Out-of-home advertising reaches audiences who did not choose to see it, including children, in public and semi-public places. Advertising Content and commercial Content must therefore meet higher standards than online advertising.
All advertising must be legal, decent, honest and truthful, and must comply with applicable advertising and consumer-protection law and industry codes in each jurisdiction where it is displayed. Depending on location, these may include the Canadian Competition Act and the Ad Standards Canadian Code of Advertising Standards, the US FTC Act and FTC endorsement and disclosure guidance, the UK CAP Code administered by the Advertising Standards Authority, EU unfair-commercial-practices rules, and the Nigerian advertising regulations administered by ARCON. You are responsible for identifying and meeting the requirements that apply to your campaign.
You must hold adequate evidence to substantiate all objective claims, including performance, comparative, environmental, health and pricing claims, before publication, and must provide it to us promptly on request. Material terms, conditions, limitations, expiry dates, eligibility criteria and legally required disclaimers must be legible at the intended viewing distance and displayed long enough to be read.
The following categories are restricted. They may be refused entirely, or permitted only in specified locations and dayparts, only with proof of the relevant licence, registration or authorisation, and only with the mandated warnings and disclosures. Written pre-approval from us is required:
Advertising must not exploit the credulity, inexperience or trust of children, and must not be placed where it targets children in breach of applicable law, including the Quebec Consumer Protection Act restrictions on advertising directed at persons under thirteen. We may exclude restricted categories from Venues such as schools, childcare facilities, paediatric and healthcare settings, places of worship and youth facilities.
Advertising must be clearly identifiable as advertising and must not masquerade as editorial content, news, a public-safety or emergency notice, a government communication, a system message, or an official notice of the Venue.
Content must not be placed or designed so as to distract drivers in breach of applicable traffic or road-signage regulation, obstruct exits, emergency equipment or statutory signage, or create a hazard. We encourage — and for some Venues require — Content that follows accessibility good practice, including sufficient colour contrast, adequate text size and dwell time, and captions or on-screen text for material information conveyed by audio, consistent with WCAG 2.2 AA principles and, in Ontario, the Accessibility for Ontarians with Disabilities Act.
We may decline any Content or campaign for any lawful reason, including commercial or reputational reasons, and are not obliged to explain a rejection beyond what applicable law requires. Rejection of unlawful or non-compliant Content does not entitle you to a refund of amounts already delivered.
Playing music, broadcast television, films, sports feeds or other third-party media in a commercial or public space generally requires separate public-performance and communication rights that are not included in your Subscription and are not granted by VYPΛ®.
You are solely responsible for obtaining and maintaining all necessary licences and paying all associated tariffs and royalties for any audio or audiovisual material you display or play, whether through our Services or alongside them. Depending on your territory, this may involve organisations such as SOCAN and Re:Sound in Canada, ASCAP, BMI, SESAC and GMR in the United States, PRS for Music and PPL in the United Kingdom, and COSON and MCSN in Nigeria, as well as broadcaster or rights-holder permissions for retransmitting television, streaming services or sports content in a commercial venue.
Consumer subscriptions to streaming or television services generally do not permit commercial or public display. You must not use the Services to circumvent any such restriction. You indemnify us under Section 24 for claims arising from your failure to obtain required media rights.
Stock assets, fonts, templates and widgets we make available may be subject to third-party licence terms. Where those terms are presented to you, you must comply with them, and you must not use library assets outside the Services or in a way the licence prohibits.
The Services, including all software, source and object code, Player applications, user interfaces, designs, layouts, documentation, templates we author, databases, reporting methodologies, and all improvements to them, are owned by VYPΛ® and its licensors and are protected by copyright, trademark, trade-secret and other laws. Except for the limited licence in Section 4.5, no right, title or interest in the Services is transferred to you.
VYPΛ®, the VYPΛ logo, and our product names and taglines are trademarks of VYPA Technologies Inc. You may not use them without our prior written permission, except to accurately identify the Services in factual, non-misleading references. You must not use them in a way that implies endorsement, partnership or affiliation that does not exist, register them or any confusingly similar mark or domain, or use them in a manner that dilutes or disparages them.
We may collect and use technical, operational and usage data generated by the Services — including playback logs, device telemetry, performance metrics, error reports and aggregated delivery statistics — to operate, secure, support, troubleshoot and improve the Services, to produce aggregated and de-identified benchmarks and market insights, and to meet our legal obligations. We will not publish or share aggregated insights in a form that identifies you, your Venue or your Content without your consent, and we will handle personal data in accordance with our Privacy Policy.
Our collection and use of personal information is described in our Privacy Policy, which forms part of these Terms. We handle personal information in accordance with applicable data-protection law, which may include Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial equivalents, Quebec's Law 25, the EU and UK General Data Protection Regulation, the California Consumer Privacy Act as amended, and the Nigeria Data Protection Act.
Where we process personal information to run our own business — for example your account, billing and marketing data — we act as a controller. Where we process personal information contained in or submitted through your Content on your instructions, you act as the controller and we act as a processor or service provider on your behalf. In that case you are responsible for having a lawful basis for the processing, for providing any required notices to individuals, and for honouring individual rights requests, and we will provide reasonable assistance. Where required, the parties will enter into a Data Processing Addendum, which prevails over these Terms on data-protection matters.
The Services use cloud infrastructure and may involve transfer or storage of data in countries other than your own. Where we transfer personal data internationally, we implement appropriate safeguards, such as Standard Contractual Clauses or another lawful transfer mechanism. We use vetted sub-processors bound by confidentiality and data-protection obligations no less protective than ours.
If you connect a camera, sensor, beacon, Wi-Fi or Bluetooth analytics device, or any audience- measurement or interactive technology to a Screen, you are solely responsible for the lawfulness of that processing. You must, at minimum:
We implement technical, physical and organisational measures appropriate to the risk, as described in our Privacy Policy. No system is completely secure, and you acknowledge that you transmit Content over the internet at your own risk. You must implement appropriate security on your own devices, networks and Accounts.
Unless we have agreed otherwise in writing, you must not upload to the Services any special-category or sensitive personal data, health records, government-issued identification numbers, financial account credentials, payment card data, biometric data, or data subject to sector-specific regulation such as HIPAA or PCI DSS. The Services are not designed or certified for such data.
The Services may interoperate with third-party products, feeds, apps, widgets, plugins, social media, weather and news sources, payment processors, and hardware. Those third parties operate independently under their own terms and privacy policies, and we do not control them.
Your use of a third-party integration is between you and that third party. We do not warrant the availability, accuracy, security or continuity of any third-party service, and we are not liable for any act, omission, failure, change, discontinuation or data loss on their side. If a third party changes or withdraws its service or API, we may suspend or remove the corresponding integration without liability, and this will not entitle you to a refund. Enabling an integration may authorise the exchange of data between us and that third party; you are responsible for confirming that this is permitted.
Links from our websites to external sites are provided for convenience and do not imply endorsement.
We use commercially reasonable efforts to keep the Services available. Unless you have a written service-level agreement with us, the Services are provided without any guaranteed uptime, availability or response-time commitment. Enterprise and Enterprise+ customers may have a separate service-level agreement, which prevails over this Section for the Services it covers.
Players are designed to cache Content and continue playing a previously delivered schedule during short connectivity interruptions. Prolonged loss of connectivity, power failure, device fault, display fault or interference with the device may cause playback to stop or to serve outdated Content. We are not responsible for playback failures caused by your network, power, premises, hardware not supplied by us, or third-party services.
We may perform scheduled maintenance and will endeavour to schedule it outside peak hours and to give advance notice where practicable. We may perform emergency maintenance at any time without notice where necessary to protect the security, integrity or stability of the Services.
Support channels and response targets depend on your plan, as published on our Pricing page or set out in your order form. Support covers the Services as supplied by us; it does not include content design, third-party hardware repair, network engineering, on-site attendance or integration development, unless purchased separately.
We may deprecate features, device support, operating-system versions or API versions. Where a change would materially and adversely affect your use of a paid feature, we will give at least sixty (60) days' notice where reasonably practicable, and you may terminate the affected Subscription under Section 27.
We may make alpha, beta, preview, pilot, trial or early-access features available. These are provided for evaluation, are not generally available, may contain defects, may change or be withdrawn at any time, and are excluded from any service-level agreement, support commitment, indemnity and warranty. They are provided as is and as available. You should not use them for business-critical purposes or with sensitive data. Information about unreleased features is our Confidential Information under Section 20.
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including non-public pricing, revenue-share rates, roadmaps, unreleased features, security details, campaign performance data and business plans.
Each party will protect the other's Confidential Information using at least reasonable care, will not disclose it except to employees, affiliates, advisers and contractors who need to know it and are bound by comparable obligations, and will use it only to perform under these Terms. Confidential Information does not include information that is or becomes public without breach, was already lawfully known to the recipient, is independently developed without use of the discloser's information, or is lawfully received from a third party without restriction.
A party may disclose Confidential Information where required by law, regulation or court order, provided it gives prompt notice where lawfully permitted so the other party can seek protection. These obligations continue for three (3) years after disclosure, and indefinitely for trade secrets and personal data.
You may stop using the Services at any time and may cancel your Subscription as described in Section 8.3. You may terminate for our material breach if we fail to cure it within thirty (30) days of your written notice.
We may suspend or restrict all or part of your access to the Services, remove specific Content, or remove Screens from the Network, with notice where practicable and immediately where necessary, if:
Where the cause is capable of remedy and no legal or safety urgency applies, we will give you a reasonable opportunity to remedy it before suspension.
We may terminate these Terms and your Account: (a) for material breach not cured within thirty (30) days of notice, or immediately for breaches incapable of cure or involving illegality, safety or fraud; (b) on thirty (30) days' notice if you are on a free plan or a month-to-month plan; (c) immediately if you become insolvent, enter bankruptcy, receivership, administration or liquidation, or cease to carry on business; or (d) if required by law or if we discontinue the Services generally, in which case we will give reasonable notice and refund any prepaid fees covering the period after termination.
On termination or expiry:
Except as expressly stated in these Terms, and to the maximum extent permitted by applicable law, the Services are provided "as is" and "as available", with all faults, and VYPΛ® and its affiliates, licensors and suppliers disclaim all representations, warranties, conditions and terms of any kind, whether express, implied, statutory or arising from course of dealing or usage of trade, including any implied warranty or condition of merchantability, merchantable quality, satisfactory quality, fitness for a particular purpose, durability, title, quiet enjoyment, accuracy, and non-infringement.
Without limiting the above, we do not warrant that:
No advice or information, whether oral or written, obtained from us or through the Services creates any warranty not expressly stated here. We do not provide legal, tax, regulatory, accounting or advertising-compliance advice, and nothing in the Services or our communications should be relied on as such.
Consumer rights. Some jurisdictions do not allow the exclusion of certain warranties, conditions or statutory guarantees. Where you are a consumer and applicable law grants you rights that cannot be excluded or limited, this Section applies only to the extent permitted, and your statutory rights are unaffected.
To the maximum extent permitted by applicable law, neither VYPΛ® nor its affiliates, directors, officers, employees, licensors or suppliers will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, advertising revenue, anticipated savings, business, goodwill, reputation, opportunity, or for loss, corruption or inaccuracy of data or Content, or for the cost of substitute services, arising out of or relating to the Services or these Terms, whether in contract, tort (including negligence), strict liability, statute or otherwise, and whether or not we were advised of the possibility of such damages.
To the maximum extent permitted by applicable law, the total aggregate liability of VYPΛ® and its affiliates for all claims arising out of or relating to the Services or these Terms will not exceed the greater of (a) the total amounts you actually paid to VYPΛ® for the Services giving rise to the claim in the twelve (12) months immediately preceding the first event giving rise to liability, and (b) one hundred Canadian dollars (CA$100). Where the claim relates to Host Revenue, our liability will not exceed the accrued and unpaid Host Revenue properly due to you for delivered inventory.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, gross negligence where applicable law prohibits its exclusion, a party's obligation to pay amounts properly due, or any liability that applicable consumer law provides may not be limited.
You acknowledge that the disclaimers and limitations in Sections 22 and 23 reflect a reasonable allocation of risk that is a fundamental element of the pricing of the Services, and that we would not provide the Services on these commercial terms without them. Except where applicable law provides a longer non-waivable period, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action accrues, failing which it is permanently barred.
You will defend, indemnify and hold harmless VYPΛ®, its affiliates and their respective directors, officers, employees, agents and Hosts from and against all third-party claims, demands, actions, proceedings, and all resulting losses, damages, fines, penalties, settlements, costs and reasonable legal fees, arising out of or relating to:
We will defend you against a third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's copyright, trademark or trade secret, and will pay damages and costs finally awarded against you or agreed in settlement by us. This indemnity does not apply to claims arising from your Content, your combination of the Services with anything not supplied by us, your modification of the Services, your use in breach of these Terms, free or beta features, or your continued use after we notify you to stop. If such a claim arises, we may at our option modify the Services to be non-infringing, procure the necessary rights, or terminate the affected Services and refund prepaid fees for the unused period.
The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defence and settlement (provided no settlement imposes a non-monetary obligation or admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own cost. Failure to give prompt notice reduces the indemnity only to the extent the indemnifying party is prejudiced.
You represent and warrant that you, your Authorized Users, your beneficial owners, and any Venue or end user of the Services are not: (a) located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive economic sanctions or a trade embargo; or (b) listed on, or owned or controlled by a person listed on, any applicable restricted-party or sanctions list, including those maintained under Canada's Special Economic Measures Act and Justice for Victims of Corrupt Foreign Officials Act, by the US Department of the Treasury's Office of Foreign Assets Control, by the UK Office of Financial Sanctions Implementation, by the European Union, or by the United Nations Security Council.
You must not export, re-export, transfer or make the Services available in breach of applicable export-control, sanctions or anti-money-laundering laws, and must not use the Services for any prohibited end use. You must comply with all applicable anti-bribery and anti-corruption laws, including the Canadian Corruption of Foreign Public Officials Act, the US Foreign Corrupt Practices Act and the UK Bribery Act 2010, and must not offer or accept any improper payment or advantage in connection with the Services. We may suspend or terminate immediately, and freeze any payout, where we reasonably believe this Section is breached or where continuing would expose us to sanctions risk.
These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before starting formal proceedings, you agree to contact us at info@vypa.co with a written description of the dispute and the relief sought, and to attempt in good faith to resolve it. The parties will attempt informal resolution for at least thirty (30) days from that notice. This step does not apply where a party needs urgent injunctive relief.
If you are not a consumer, any dispute not resolved informally will be finally resolved by confidential binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, before a single arbitrator, seated in Toronto, Ontario, conducted in English. The award is final and may be entered in any court of competent jurisdiction. Either party may seek interim or injunctive relief from a court to protect intellectual property or confidential information, and may bring a claim for unpaid amounts in a court of competent jurisdiction.
If you are a consumer, or if arbitration is unenforceable or unavailable, the courts of the Province of Ontario have jurisdiction, and you and we submit to their non-exclusive jurisdiction. Nothing in this Section deprives you of the protection of mandatory consumer-protection laws of your place of residence, or of any non-waivable right to bring proceedings in the courts of that place. In particular, if you reside in Quebec, nothing in these Terms requires you to arbitrate or to litigate outside Quebec, and you retain the rights conferred by the Quebec Consumer Protection Act; if you reside in the European Union or the United Kingdom, you retain your right to bring proceedings in the courts of your country of residence. You may also bring an eligible claim in small-claims court.
To the maximum extent permitted by applicable law, disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. Where this waiver is unenforceable in your jurisdiction, it does not apply to you, and the remainder of this Section continues in force.
We continuously develop the Services and may add, modify, or remove features. We will not make a change that materially degrades the core functionality of a paid Service during a term for which you have prepaid, without giving you notice and the option to terminate the affected Service and receive a pro-rata refund of prepaid, unused fees.
We may update these Terms to reflect changes in our Services, our business, or legal and regulatory requirements. For material changes, we will give at least thirty (30) days' notice before they take effect, by email to your account address, by notice in the platform, or by another reasonable means, and will update the "Last Updated" date above. Non-material changes, such as clarifications and corrections, take effect on posting.
If you do not agree to a material change, you may terminate the affected Services before the change takes effect and, where you have prepaid, receive a pro-rata refund for the unused period. Continuing to use the Services after the effective date of a change means you accept the updated Terms. Where applicable law requires your express consent to a change, we will seek it.
We keep prior versions of these Terms and will provide a copy of the version applicable to your agreement on request to info@vypa.co.
If you have questions about these Terms, need a copy of a prior version, wish to appeal an enforcement decision, or want to raise a dispute, contact us:
See also our Privacy Policy for how we handle personal information.
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