Terms and Conditions

to use “cookies”, “log files” and your “browsing data” in accordance with Blip’s Cookie Policy.

4. USE OF PLATFORM

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4.1

Personal Account

. As a User, you will be required to create an account, which will be associated with a username and a password. Your Blip account is for your exclusive personal use. You may not authorize others to use your account, nor may you assign or transfer your account to any other person or entity.
(a) Your account is associated with a username and a password, and you are responsible for
protecting both. If you believe the security of your username, your password, and/or your account has been compromised, you must contact us immediately using the contact information provided in Section 6.10 of these Terms.
(b) When creating an account, you may be asked to provide information such as contact
information and billing information. You warrant that all such information you provide is
complete, accurate, and current and that we may rely on such information.

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4.2

Content

. You retain all rights, title and interest in and to your Content. By submitting Content

for display on the Platform, you agree to the following:

o

(a) You are solely responsible for and assume all liability for your Content and bear all risks

and liability associated with using the Platform to display the Content.

o

(b) You warrant that the Content does not contain misleading, false, illegal, or inappropriate

information or otherwise violate our design guidelines (the “Design Guidelines,” available at

https://www.blipbillboards.com/billboard design guidelines/).

o

(c) You warrant that you own or otherwise control all rights (including but not limited to

copyright and trademark rights) necessary to use the Content and that our display and use of

such Content will not infringe or violate the rights of any third party.

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4.3

Payment and Collections

. You will be charged for the presentation of your Content on a Sign. 5% of your purchase will be allocated to a technology fee. All prepaid fund amounts andfees are non-refundable and are subject to our Dormant Account Fee Policy set forth in Section 4.3(b) below.

If you have not prepaid, a credit hold for your expected expenditures will be placed on the credit card you provide us. We will charge your credit card for the actual spend not more than 7 days after the presentation of your Content.

In addition to our fees, you are responsible for all taxes and other government charges associated with the display of your Content. Late payments will accrue interest at the lesser of one and one-half percent (1½%) per month or the maximum rate permitted by law. You agree to pay reasonable fees, including attorney fees, that we incur collecting late payments. Payment of fees due hereunder shall not be subject to set off, counterclaim, adjustment, reduction or otherwise by virtue of any actual or potential claim against Blip.

(b) Dormant Account Fee Policy

An account shall be considered “Dormant” if there has been no active user-initiated activity for a continuous period of 12 months. For purposes of this section, user-initiated activity includes, but is not limited to, prepaid payment transactions, campaign creation, or presentation of your Content on a Sign.

If Blip classifies your account as Dormant, any unused and unexpired promotional credits applied to the account will be forfeited, and Blip will charge a monthly maintenance fee equal to the greater of (i) 5% of the prepaid funds in your account, or (ii) $50.00. We will automatically deduct the monthly maintenance fee from the prepaid funds in your account. If the account balance is zero or becomes zero due to the deduction of the Dormant account fee, no further fees will be assessed, but the account will remain in dormant status until reactivated by the user.

Users can reactivate their Dormant account at any time by performing a user-initiated activity. Upon reactivation, the account will no longer be subject to Dormant account fees unless there again has been no active user-initiated activity for a continuous period of 12 months, in which it will be considered Dormant once again.

Under certain circumstances, such as prolonged illness, military service, or other extenuating circumstances, users may request a waiver for dormant account fees. Requests must be submitted in writing and will be reviewed on a case-by-case basis using the contact information provided in Section 6.10 of these Terms.

We reserve the right to modify the terms of the dormant account policy at any time. Changes will be communicated to users through email at least 30 days prior to taking effect. Continued use of the account after changes have been made will constitute acceptance of the new terms.

(c) Promotional Credit

We reserve the right to adjust any promotional credit, Blip credit, or non-cash value credit given to the user in accounts based on terms of agreements. All credits issued for promotional purposes (“Promotional Credits”) must be utilized within a period of thirty (30) days from the date of issuance. Failure to utilize Promotional Credits not used within thirty (30) days of the date of issuance will be automatically forfeited. Customer will not receive any compensation for forfeited Promotional Credits, nor will Promotional Credits be reinstated under any circumstances.

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4.7

No Guarantee of Display

. We do not guarantee that your Content will be presented on any

Signs. If your Content is not presented on a Sign, you will not be charged.

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4.8

Outages

. Signs are subject to various outages which may restrict our ability to display, edit, or

remove Content. If such outages occur, you will only be billed for presentations of your C

ontent

on a Sign, consistent with your Targets and Budgets. You acknowledge that during an outage,

the ability to edit, delete, or otherwise change any Content that is already in a Sign’s schedule

may be delayed for an undefined period of time, and you agree that the unmodified Content may

continue to be displayed on the Sign until the outage is resolved.

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4.9

Partial Display Failures

. Signs are subject to various software, hardware, and environmental

conditions which may cause Content to be only

partially displayed or partially visible on the Sign

(a “Partial Display Failure”). At our sole discretion, we may determine that a Partial Display

Failure has reduced the value of the presentation of your Content and may, at our sole discretion,

reduce the fees associated with such presentation or waive them entirely.

5. WARRANTIES, DISCLAIMERS, AND LIABILITY

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5.1

General Disclaimers

. We have no fiduciary duty to you. You alone are responsible for your

use of the Platform and the consequences thereof.

BLIP PROVIDES THE PLATFORM “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS

OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, BLIP HEREBY DISCLAIMS

ALL REPRESENTATIONS AND WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED,

STATUTORY OR OTHERWISE, WHETHER ORAL OR

WRITTEN, INCLUDING, BUT NOT

LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY

WARRANTIES OR CONDITIONS IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE

OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE

FOREGOING, BLIP AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS

AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE

SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR

ERRORS CAN OR WILL BE CORRECTED; (C) ANY INFORMATION OR SOFTWARE

AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER

HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE PLATFORM WILL MEET

YOUR REQUIREMENTS. YOU USE THE PLATFORM SOLELY AT YOUR

OWN RISK.

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5.2

Indemnification

. You agree to indemnify, defend and hold harmless Blip, its subsidiary and

parent companies, and each of their officers, directors, employees, agents and related third

parties, for any losses, costs, liabilities and expenses (

including reasonable attorneys’ fees)

relating to or arising out of any third-party claim related to (a) your use of or inability to use the

Platform; (b) your Content; (c) your violation of these Terms or your violation of any rights of a

third party; (d)

your violation of any applicable laws, rules or regulations; or (e) the unauthorized

or unlawful use of the Platform by any person using your account. Blip reserves the right, at its

own cost, to assume the exclusive defense and control of any matter otherwise subject to

indemnification by you, in which event you will fully cooperate with Blip in asserting any available

defenses.

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5.3

Limitation of Liability

.

CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION THAT WOULD

RELIEVE A MERCHANT FROM THE

CONSEQUENCES OF HIS OR HER OWN ACTION. IF

YOU ARE A QUÉBEC CONSUMER, THIS SECTION 5.3 DOES NOT APPLY TO THE EXTENT

THAT IT WOULD RELIEVE BLIP OR ITS REPRESENTATIVE(S) OF LIABILITY FOR ANY

ACTION BY BLIP. IN NO EVENT WHATSOEVER SHALL ANY OF BLIP, IT’S DIRECTORS, OFFICERS,

EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD

–

PARTY

CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “BLIP PARTIES”) BE

LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR

INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR

INCURRED IN ANY CONNECTION WITH THE USE OF PLATFORM OR ANY INABILITY TO

USE THE PLATFORM (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR

DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE

PLATFORM,

OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF

RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF

AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE

OR PROFIT OR ANY OTHER CONSEQUENTIAL ECONOMIC LOSS WHATSOEVER)

HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND

WHETHER OR NOT FORESEEABLE, EVEN IF THE BLIP PARTIES OR ANY OF THEM HAS

BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE

POTENTIAL FOR SUCH DAMAGES.

If, notwithstanding the other provisions of these Terms, the Blip Parties should have any liability

to you or any third party for any loss, harm or damage, you and Blip agree that such liability shall

under no circumstances exceed $50.00. The terms and conditions of these Terms that limit

liability reflect an agreed allocation of risk between you and Blip. Some jurisdictions may not allow

the exclusion or limitation of certain damages, or limits on the duration or voiding of implied

warranties or conditions; as it relates to consumer purchasers and in such jurisdictions, the limits

and exclusions herein may not apply to the extent provided by applicable law.

6. MISCELLANEOUS PROVISIONS

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6.1

Term and Termination

. These Terms will become effective upon your acceptance thereof, as

indicated by your use of the Platform and will remain in effect in perpetuity unless terminated

hereunder. You or we may terminate your account at any time, for any reason or no reason,

without explanation, by sending written notice to the other party. You agree that if we terminate

your access to the Platform, you will immediately stop using the Platform.

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6.2

Notice

. We may give any notice required or permitted to be given in writing here under via

email. Such notice will be effective immediately.

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6.3

Entire

Agreement; Amendment

. These Terms and any documents incorporated herein

constitute the entire agreement between you and us with respect to the subject matter hereof. We

reserve the right to amend the provisions of these Terms at any time.

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6.4

Governing Law; Venue

.

CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION OF A LAW

OTHER THAN THE LAWS OF QUÉBEC AND THE FEDERAL LAWS OF CANADA. IF YOU ARE

A QUÉBEC CONSUMER, THE FOLLOWING PARAGRAPH DOES NOT APPLY.

These Terms will be governed and construed under the laws of the State of Utah, without regard

to its conflict of laws provisions or the United Nations Convention on the International Sale of

Goods. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts

located

in Salt Lake County, Utah. All disputes and/or legal proceedings related to these Terms

will be maintained in courts located in Salt Lake County, Utah.

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6.5

Waiver/Severability

. Our waiver or failure to exercise any right in any respect provided for

herein

shall not be deemed a waiver of any further right hereunder. If any provision of these

Terms is determined to be invalid or unenforceable under any applicable statute or rule of law, it

is to that extent to be deemed omitted, and the balance of these Terms

shall remain enforceable.•

6.6

Assignment

. We may assign these Terms, in whole or in part, in our sole discretion. You may

not assign your rights under these Terms without our prior written permission. Any attempt to

assign your rights under these Terms without our permission shall be void.

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6.7

Force Majeure

. We shall not be liable for any failure or unavailability of the Platform or our

failure to provide the Platform as a result of strikes, lockouts, calamities, acts of God,

unavailability of suppliers, the loss or destruction of data, the deletion or corruption of storage

media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or

military authority, war, terrorism or any other event beyond our control.

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6.8

Headings

.

The headings of articles and sections contained in these Terms are for reference

purposes only and shall not affect in any way the meaning or interpretation of these Terms.

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6.9

Electronic Documents

. This electronic document, and all other

electronic documents referred

to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and

to comply with all statutory, contractual, and other legal requirements for (a) writing; and (b) legally

enforceable as a sig

ned agreement. A printed version of these Terms and any notice given in

electronic form shall be admissible in judicial proceedings or administrative proceedings based

upon or relating to these Terms to the same extent and subject to the same conditions as

other

business documents and records originally generated and maintained in printed form.

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6.10

Questions and Complaints

. Please direct all questions, complaints, or claims with respect to the Platform to the following:
Blip
285 N. Main St, #849
Kaysville, UT 84037
[email protected]
Last Updated: March 11, 2024