Terms of Service & Public Offer Agreement

1. Definitions & Subject of Contract

1.1. "Service" or "Platform": ScreenRoll by Admixer — a cloud-based Content Management System (CMS) and programmatic digital out-of-home (DOOH) advertising platform hosted at cms.screenroll.live, together with its APIs, player applications and downloadable builds.

1.2. "Publisher" or "Customer": Any legal entity or sole proprietor establishing an account to manage digital signage screens, schedule media content, or sell advertising inventory. The Service is offered to businesses only; it is not a consumer service.

1.3. "Public Offer Agreement": This document is a public offer for the provision of SaaS digital signage services. Acceptance is by any of the acts named in the notice above.

1.4. "In writing": Email to the address recorded on the account, or a signed document. A message sent to the account's registered email is written notice, and keeping that address current is the Publisher's responsibility.

1.5. "Agreed otherwise": Several clauses below state a standard figure or rule and add that something else may have been agreed. That means an agreement recorded in writing between ScreenRoll and the Publisher, or a rate set on the Publisher's account in the platform. Where such an agreement exists, it prevails over the standard figure for that Publisher and for no other.

2. Account Creation & the Free Screen

2.1. Registration: The Publisher provides true, accurate and complete company details — corporate name, authorised representative, business category, country of operation, invoicing address and, where applicable, VAT identification number.

2.2. The free screen: Every account includes one display screen free of charge for an unlimited period. There is no trial and no expiry date. On that screen:

• the Publisher has the full platform — nothing is withheld;
• no card and no advance financial commitment is required, at any point;
• additional screens play from the moment they are created. Nothing waits for billing details, and no screen is held back for payment. How many screens an account may create is governed by its screen limit, which the account owner raises at any time. The free screen stays free after the account becomes a paying one.

2.3. The account owner: Each account has one owner, who accepts this agreement on behalf of the Publisher and warrants they are authorised to do so. Where this agreement is reissued in a new version, the owner is asked to accept it on next sign-in; continued use of the Service after that point is acceptance.

3. Pricing, Billing & Non-payment

3.1. Pricing structure: One screen per organisation is provided free of charge for an unlimited period. The allowance belongs to that screen: if it is deleted, the allowance goes with it and is not transferred to another screen. Every other screen is priced per screen per month at the rate for the account's volume band — $12 per screen up to 9 screens, $10 for 10–29, $8 for 30–99; 100 screens and above by agreement — unless something else has been agreed. The band follows the average number of screens the account held during the month, so a screen switched on for part of a month cannot move the account into a cheaper band.

3.1.1. Screens are charged for the days they exist. A screen created mid-month is charged for the remaining days of that month, calculated as the monthly rate divided by the days in the month. The day a screen is created is not charged; the day it is removed is. Removing a screen stops its charge that day and does not affect the days already served.

3.1.2. Negotiated rates: Rates may be agreed individually, typically by volume. An agreed rate is recorded on the Publisher's account in the platform and is what the account is billed at from the date it is set. The published bands apply to every account for which no rate has been agreed.

3.1.3. Storage is pooled per account and scales with the number of screens: 250 MB for an account with only its free screen, and 2 GB per screen thereafter, at every volume band. Storage is not sold separately.

3.2. Ad serving: Advertising the Publisher sells and schedules as its own content attracts no share of its revenue. Where the Publisher runs its own VAST tags through the platform, ScreenRoll charges for serving them at $0.15 per 1,000 plays, unless something else has been agreed. A play is one showing of an advertisement on one screen; on a networked wall, each panel counts.

3.2.1. Demand supplied by ScreenRoll: Where ScreenRoll supplies advertising demand, ScreenRoll's remuneration is either a percentage of gross advertising revenue (15% by default), or a fee per thousand plays served ($0.30 by default) where the Publisher is paid directly by the demand partner. The applicable mode and rate are recorded on the Publisher's account and may be varied by agreement. In both modes the Publisher is paid the gross amount and ScreenRoll's fee appears as a line on the Publisher's invoice; it is not withheld from the payout.

3.3. One organisation, one account. Creating more than one Publisher account in order to keep each below a paid threshold — or otherwise splitting a single organisation's screens across accounts to reduce fees — is a breach of this agreement. Where ScreenRoll identifies accounts operated by or for the same organisation for that purpose, it may consolidate them, invoice for the fees that would have been due, or deactivate the affected accounts. This does not restrict genuinely separate businesses, franchisees operating on their own account, or an agency holding accounts on behalf of distinct clients, and does not apply where ScreenRoll has agreed to separate accounts with the Publisher.

3.4. When changes take effect: Adding or removing a screen takes effect the day it happens and is reflected on the next invoice, charged for the days that screen existed. Rates agreed individually take effect as agreed.

3.5. Invoices: One invoice per account per month, issued on the 2nd of the month for the month that has ended, payable within 14 days. Where a month comes to zero, no invoice is issued. Invoices are sent to the invoice email recorded on the account. Payment is made by bank transfer to the account shown on the invoice, in the currency of the invoice; bank charges on the transfer are the Publisher's.

3.5.1. Taxes: All prices and all amounts shown in the platform are net. They do not include VAT or any other tax, duty or levy. Where VAT or another tax is chargeable, it is added to the invoice at the rate in force. Where the Publisher is established outside Germany and the reverse-charge procedure applies, the Publisher accounts for the tax in its own country and supplies a valid VAT identification number for that purpose. The Publisher is responsible for its own taxes; where it is required to withhold any amount, it pays such additional sum as leaves ScreenRoll with the amount invoiced.

3.6. Non-payment: Where an invoice remains unpaid after its due date the following applies in sequence: at 14 days the Publisher's dashboard becomes read-only; at 21 days ScreenRoll stops supplying advertising demand to the account; at 30 days the account is deactivated. Throughout, the Publisher's screens keep playing their scheduled content and those days are billed as normal. Access is restored when the outstanding invoice is paid. Overdue amounts carry interest at the statutory rate.

3.6.1. Payouts to the Publisher: Where ScreenRoll supplies advertising demand and receives settlement for it, the Publisher's share of that revenue is paid for each calendar month that has ended. The amount is the gross advertising revenue earned in the month: ScreenRoll's fee for the same period is charged on the Publisher's invoice and is not deducted from the payment. Payment is due within 60 days of the end of the month, unless something else has been agreed, and is made to the bank account recorded on the Publisher's account. ScreenRoll cannot pay before those details are provided.

3.6.2. Minimum transfer and corrections: Where a month's amount is below $100.00, or the equivalent in the currency of payment, it is carried into the following month and paid once the total reaches that figure. Where a demand partner fails to settle amounts already reported, or where an error is found, the correction appears as a separate line on the Publisher's payout statement with its reason, and never as a silent change to a figure already shown. Payouts and invoices are settled separately and are not set off against one another in the platform.

3.6.3. Plays and impressions: A play is one showing of an advertisement on one screen; on a networked wall, each panel counts as a play. An impression is an estimate of the people who had the opportunity to see that play, derived from the audience multiplier recorded for the location. Everything ScreenRoll charges or pays is calculated on plays. Impressions are reported alongside them, for the Publisher's own reporting and for demand partners, and are never a unit of payment.

3.7. Changes to prices: ScreenRoll may change the rates in 3.1 and 3.2 on 30 days' written notice to the account's registered email. A change takes effect from the start of the first calendar month beginning after the notice period ends and never applies to a month already invoiced. A Publisher that does not accept a change may cancel under clause 8 before it takes effect; continuing to use the Service after that date is acceptance. Rates agreed individually change only as that agreement provides.

4. Service Levels & Offline Operation

4.1. What we aim for: ScreenRoll aims to keep cloud API dispatch and schedule distribution available 99.9% of the time. This is a target the service is built and operated to meet. It is not a warranty, and no service credit or other compensation attaches to it. See clauses 9 and 14.

4.2. Offline resilience: ScreenRoll players cache scheduled media locally. If a venue loses its internet connection the player keeps rendering its cached playlist, for up to seven days, until connectivity returns.

4.3. Maintenance: ScreenRoll may take the platform down for maintenance, and will give notice in advance where the work is planned and affects use. Screens keep playing cached content during such work.

4.4. Third-party services: Parts of the Service depend on third parties — demand partners, weather and news sources feeding widgets, payment and mail providers, cloud hosting. ScreenRoll does not warrant their availability or the accuracy of data they supply, and may replace a provider where that keeps the Service working.

5. Programmatic Monetisation & Ad Standards

5.1. VAST integration: Publishers using VAST endpoints adhere to IAB VAST 3.0 / 4.2. ScreenRoll provides the technical exchange infrastructure connecting screens to DSP demand partners.

5.2. Impression calculation: Programmatic impressions are calculated from Opportunity-to-See (OTS) location multipliers and verified player playback logs.

5.3. Invalid traffic: Artificially inflated play signals, undisclosed emulation of screens, and any misrepresentation of a location or its audience are prohibited. Where ScreenRoll determines in good faith that plays are invalid, it may exclude them from billing and from payouts and, in serious or repeated cases, suspend the account. Exclusions appear on the Publisher's statement with their reason.

5.4. What the Publisher shows: The Publisher decides which advertising runs on its screens and can refuse any advertiser or category in the platform. ScreenRoll does not warrant that demand will be available for any screen, location or period.

6. Intellectual Property, Confidentiality & Acceptable Use

6.1. The Publisher's content: The Publisher retains full ownership of the media it uploads, and warrants that it complies with advertising standards, copyright and trade mark law in every place it is shown. The Publisher grants ScreenRoll only the licence needed to host, transcode, cache and deliver that content to its own screens.

6.2. The platform: The Service, its software, interfaces, designs, documentation and everything else ScreenRoll provides remain ScreenRoll's property. Nothing in this agreement transfers any right in them.

6.3. No reproduction of the product: The Publisher shall not copy, reproduce, imitate, decompile, reverse-engineer or create a derivative of the Service or of any part of it — including its interfaces, workflows, player applications, APIs and documentation — nor use access to the Service to build or assist a competing product. Where this clause is breached, ScreenRoll may suspend the account immediately and claim the loss it suffers.

6.4. Confidential commercial terms: Rates, discounts, revenue shares and any other condition agreed individually with a Publisher are confidential to the parties and are not disclosed to anyone else without written consent, except where a party is required to disclose them by law or to its professional advisers. This obligation continues for two years after the agreement ends.

6.5. Confidential information generally: Each party keeps confidential what it learns of the other's business through this agreement and uses it only to perform the agreement. This does not cover information that is public without breach, was already known, or is independently developed.

6.6. Prohibited content: The Publisher shall not upload, schedule or broadcast illegal, malicious, defamatory or hateful content. ScreenRoll may suspend any account in breach.

7. The Platform Changes

7.1. Normal development: ScreenRoll develops the Service continuously and reserves the right to add, change or remove functionality as part of that development. Where a change materially reduces a capability the Publisher relies on, ScreenRoll gives notice in advance where it reasonably can.

7.2. Paid extras: New capabilities may be offered as separately priced options. A paid option is charged only from the moment the Publisher turns it on, at the price shown when it does so. Nothing already included in the price under clause 3 becomes separately chargeable without notice under clause 3.7.

8. Ending the Agreement

8.1. Cancellation by the Publisher: The Publisher may cancel at any time. Cancelling ends the agreement; it does not remove the Publisher's screens or stop them playing. While screens remain registered they continue to be served and continue to be billed. Deleting the screens stops the charge from that day.

8.2. Termination by ScreenRoll: ScreenRoll may end this agreement on 30 days' written notice to the account's registered email, with or without giving a reason. Amounts already due remain payable, and payouts already earned are paid in the ordinary course under clause 3.6.1.

8.3. Immediate suspension or termination: ScreenRoll may suspend or end the agreement without notice where the Publisher materially breaches clauses 5.3, 6.3 or 6.6, or where required by law.

8.4. After the end: The Publisher may export its media and reporting data for 30 days after the agreement ends. After that period the account and its content may be deleted. Clauses 3.5.1, 6, 9, 11 and 12 survive the end of the agreement.

9. Liability

9.1. What is excluded: To the fullest extent permitted by law, ScreenRoll is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of advertising income, loss or corruption of data, or business interruption, however arising — including from connectivity failures at a venue, from a third party under clause 4.4, from a demand partner failing to settle, or from the Service being unavailable.

9.2. Cap: Where ScreenRoll is nevertheless liable, its total liability for all claims arising in any twelve-month period is limited to the fees the Publisher actually paid to ScreenRoll under this agreement in the twelve months before the event giving rise to the claim.

9.3. What cannot be excluded: Nothing in this agreement limits liability for intent or gross negligence, for injury to life, body or health, under the German Product Liability Act, or for any other liability that cannot lawfully be limited. Where ScreenRoll breaches a material obligation through simple negligence, its liability is limited to the foreseeable loss typical for this kind of contract.

9.4. No compensation for service levels: The target in clause 4.1 does not give rise to service credits, refunds or damages.

10. Data Protection

10.1. Each party complies with applicable data protection law, including the GDPR. What ScreenRoll collects about the Publisher and its users, and why, is set out in the Privacy Policy.

10.2. Where ScreenRoll processes personal data on the Publisher's behalf, it does so as processor on the Publisher's documented instructions. A data processing agreement under Article 28 GDPR is available on request and forms part of this agreement once concluded.

10.3. ScreenRoll may engage sub-processors for hosting, delivery and support, and remains responsible for them.

11. Notices, and the Records That Count

11.1. Notices: Notice under this agreement is given by email to the address recorded on the account, and is treated as received on the next working day. The Publisher keeps that address, and its registered company details, current.

11.2. The platform's records: The number of screens on an account, the storage used, the plays recorded and the revenue reported by the platform are the agreed basis for invoices and payouts. Where the Publisher disputes a figure it raises it within 30 days of the invoice or statement it appears on; ScreenRoll investigates and corrects genuine errors under clause 3.6.2.

12. General

12.1. Force majeure: Neither party is liable for failure to perform caused by something outside its reasonable control, for as long as that lasts.

12.2. Assignment: ScreenRoll may assign this agreement to a company in the Admixer group or to a successor of its business. The Publisher may not assign without ScreenRoll's written consent, which is not unreasonably withheld.

12.3. Reference: ScreenRoll may name the Publisher as a customer and use its logo for that purpose, and stops on the Publisher's written request.

12.4. Entire agreement, severability, waiver: This agreement, with the Privacy Policy and anything agreed individually in writing, is the whole agreement between the parties. If a provision is invalid the rest stands, and the invalid provision is replaced by what comes closest to its commercial purpose. A right not exercised is not waived.

12.5. Governing law and jurisdiction: This agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The courts of Essen, Germany have exclusive jurisdiction for merchants.

12.6. Language: This agreement is concluded in English. Translations are provided for convenience; the English text prevails.

13. Contact & Legal Notices

Admixer EU GmbH
Graf-Luckner-Höhe 37, 45239 Essen, Nordrhein-Westfalen, Germany
Managing Director: Oleksii Boltivets
Commercial register: Amtsgericht Essen, HRB 32340
VAT identification number: DE313546322
German tax number: 112/5722/1855
Support: ask@screenroll.live
Legal: legal@admixer.net
Website: https://admixer.net

Bank details for payment are shown on each invoice. ScreenRoll never changes them by email; if you receive a message asking you to pay to a different account, do not pay it and tell us at ask@screenroll.live.

14. Service Provided "As Is"

The platform is provided "as is" and "as available", without warranties of any kind, express or implied — including merchantability, fitness for a particular purpose, uninterrupted availability or error-free operation. Screens continue playing cached content through outages by design, and clause 4.1 states what the service aims for, but no minimum availability is warranted. By creating an account, or by accepting these terms when signing in, you accept the platform in this state.