Terms of Service

SHOPFRONT MEDIA: TERMS OF SERVICE

Operated by Shopfront Media Ltd (UK Company No. 16928627) and Luxton Park Labs (ACN 650914579)

1. Agreement to These Terms

1.1 These Terms of Service (Terms) are an agreement between you and Shopfront Media Ltd (UK Company No. 16928627) and Luxton Park Labs (ACN 650914579), collectively operating as Shopfront Media (we, our, us). They apply to your use of our websites, management console, software and related services (together, the Service).

1.2 By creating an account, accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of a business or other organisation, you confirm that you have authority to bind that organisation, and "you" refers to that organisation.

1.3 If you have entered into a separate written agreement with us (for example, an advertising services or equipment agreement), that agreement prevails over these Terms to the extent of any inconsistency.

2. The Service

2.1 Shopfront Media is an advertising and analytics platform that allows you to create, manage and schedule digital content (including canvas designs, HTML advertisements, images and video) and, where applicable, display that content on physical display hardware supplied or supported by us, with associated audience analytics.

2.2 We may add, change or remove features of the Service from time to time. Where a change materially reduces the core functionality you have paid for, we will use reasonable efforts to notify you in advance.

2.3 Any physical display hardware, its installation, ownership and return are governed by the separate written agreement under which the hardware was supplied. These Terms do not transfer any ownership of hardware to you.

3. Accounts

3.1 You must provide accurate and complete information when creating an account and keep that information up to date.

3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly at huw@shopfront.media if you become aware of any unauthorised use of your account.

3.3 Where your account belongs to an organisation, the organisation's administrators control access to and permissions within that organisation, including inviting and removing members.

4. Subscriptions, Fees and Payment

4.1 Certain parts of the Service are provided on a paid subscription basis. Fees, billing frequency and any usage-based components (for example, the number of screens connected to your account) are set out at the point of purchase or in your written agreement with us.

4.2 Payments are processed by our third-party payment provider. By providing payment details you authorise us and our payment provider to charge the applicable fees to your nominated payment method on a recurring basis until your subscription is cancelled.

4.3 Unless stated otherwise, fees are exclusive of applicable taxes (including VAT and GST), which will be added where required by law.

4.4 We may change our fees by giving you reasonable advance notice. Changes take effect from your next billing period. If you do not accept a fee change, you may cancel your subscription before it takes effect.

4.5 If any amount owing is overdue, we may suspend your access to paid features of the Service until payment is made, after giving you notice and a reasonable opportunity to pay.

5. Your Content

5.1 You retain all ownership rights in the content you upload to or create within the Service, including designs, advertisements, images, video, logos and brand assets (Your Content).

5.2 You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, adapt, display and transmit Your Content solely as necessary to provide and improve the Service, including rendering Your Content on connected display hardware and generating previews and thumbnails.

5.3 You are solely responsible for Your Content. You warrant that you own or have all necessary rights, licences and consents to use and display Your Content, and that Your Content and its display do not infringe the rights of any third party or breach any applicable law or advertising standard.

5.4 Where the Service generates content on your behalf (for example, AI-assisted advertisement generation), you are responsible for reviewing that content before publishing or displaying it. We do not warrant that generated content is accurate, free of third-party rights or suitable for your intended purpose.

6. Acceptable Use

6.1 You must not use the Service to create, upload or display content that:

• is unlawful, misleading, deceptive or fraudulent;
• infringes any intellectual property or other rights of a third party;
• is defamatory, obscene, offensive or discriminatory;
• breaches applicable advertising codes or standards in the jurisdiction where it is displayed; or
• contains malicious code or attempts to interfere with the operation of the Service or any connected hardware.

6.2 You must not attempt to gain unauthorised access to the Service, other users' accounts or data, or any connected hardware; probe, scan or test the vulnerability of the Service without our prior written consent; or resell, sublicense or make the Service available to third parties except as expressly permitted by us.

6.3 We may remove or refuse to display content that we reasonably believe breaches this section, and may suspend or terminate accounts engaged in serious or repeated breaches.

7. Intellectual Property

7.1 We (and our licensors) own all intellectual property rights in the Service, including its software, design, templates, and the Shopfront Media name and branding. Except for the limited right to use the Service in accordance with these Terms, no rights in the Service are transferred to you.

7.2 If you provide us with feedback or suggestions about the Service, we may use them without restriction or obligation to you.

8. Analytics and Privacy

8.1 The Service includes audience analytics derived from display hardware. As described in our Privacy Policy, this analytics data is anonymised and aggregated; the hardware does not record, store or transmit identifiable video footage or photographs to our servers.

8.2 Our collection and handling of personal information is governed by our Privacy Policy, which forms part of these Terms.

8.3 If you deploy display hardware in your premises, you are responsible for complying with any signage, notice or other legal requirements that apply to the use of camera-based audience measurement in your jurisdiction.

9. Availability and Support

9.1 We aim to keep the Service available at all times but do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to maintenance, updates or events outside our reasonable control.

9.2 Display hardware is designed to continue showing scheduled content during temporary network outages; however, analytics and content updates require connectivity.

9.3 Support is provided by email at huw@shopfront.media unless a different arrangement is set out in your written agreement with us.

10. Termination

10.1 You may cancel your subscription or close your account at any time. Unless required by law or stated otherwise at the point of purchase, fees already paid are non-refundable and cancellation takes effect at the end of the current billing period.

10.2 We may suspend or terminate your access to the Service if you materially breach these Terms and (where the breach is capable of remedy) fail to remedy it within a reasonable period after we notify you, or if we are required to do so by law.

10.3 On termination, your right to use the Service ceases. We will make Your Content available for export for a reasonable period after termination, unless we are required to delete it by law. Provisions of these Terms that by their nature should survive termination (including sections 5, 7, 11 and 12) survive.

11. Disclaimers

11.1 The Service is provided "as is" and "as available". To the maximum extent permitted by law, we exclude all implied warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement.

11.2 Analytics provided by the Service are estimates derived from computer-vision models and are provided for guidance only. We do not warrant their accuracy or completeness, and you should not rely on them as the sole basis for commercial decisions.

11.3 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot be excluded under applicable law, including the UK Consumer Rights Act 2015 and the Australian Consumer Law. Where our liability under such laws can be limited, it is limited to the maximum extent permitted.

12. Limitation of Liability

12.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

12.2 Subject to section 12.1 and to the maximum extent permitted by law, we are not liable for any indirect or consequential loss, loss of profits, loss of revenue, loss of business opportunity, or loss or corruption of data arising out of or in connection with the Service.

12.3 Subject to sections 12.1 and 12.2, our total aggregate liability arising out of or in connection with the Service in any 12-month period is limited to the total fees you paid to us for the Service in that period.

13. Changes to These Terms

13.1 We may update these Terms from time to time. If we make material changes, we will give you reasonable advance notice (for example, by email or a notice within the Service). Your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms. If you do not accept the changes, you may cancel your subscription before they take effect.

14. General

14.1 These Terms, together with our Privacy Policy and any written agreement between you and us, constitute the entire agreement between you and us in relation to the Service.

14.2 If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force. A failure by us to enforce a provision is not a waiver of our right to do so later.

14.3 You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms as part of a corporate reorganisation, merger or sale of business, provided your rights are not materially reduced.

15. Governing Law

15.1 If you deal with Shopfront Media Ltd, these Terms are governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction. If you deal with Luxton Park Labs, these Terms are governed by the laws of Victoria, Australia and the courts of Victoria have exclusive jurisdiction. This does not affect any mandatory consumer protections that apply in your place of residence.

16. Contact

16.1 Questions about these Terms can be sent to huw@shopfront.media.