Terms of Service

Who these terms are with #

Nayto (the "Service") is provided by FLOW FN PTE. LTD. (UEN 202617303Z), a company incorporated in Singapore ("we", "us", "our"), at nayto.io.

These terms are an agreement between us and the organization on whose behalf an account is used ("you", "your"). Whoever accepts them - by creating an account, accepting an invitation, or agreeing when the Service asks - confirms that they are at least 18 and have authority to bind that organization. If you do not agree, do not use the Service.

The Service is for business use. It is not offered to consumers acting for personal, family or household purposes.

These terms include the Acceptable Use Policy and the Data Processing Addendum. How we handle personal data is described in the Privacy Notice.

What the Service is #

The Service lets you upload images, video and audio, arrange them into playlists, scenes, programs and campaigns, and publish them to screens you have paired with your organization. A screen plays sound only after its sound has been checked on the screen itself. You can schedule what plays, see whether each screen is online, and see who in your organization changed what.

Screens run our player app on hardware you own or control. We do not supply, install or maintain that hardware, the network it uses, or the place it is installed.

A screen keeps playing what it was last sent when it cannot reach the Service, but it cannot receive changes until it reconnects, and a screen that has never been reached cannot play anything.

We may change, improve or remove features. If we remove a feature that a paid plan depends on in a way that materially reduces what you paid for, we will tell you beforehand, and you may cancel.

Accounts and your team #

Accounts are personal. Give us an accurate email address, keep your password to yourself, and tell us at once if you think somebody else has used your account.

People you invite into your organization act for you. You decide what each of them may do, you are responsible for what they do in the Service, and you should remove anybody who should no longer have access. Each of them accepts these terms for their own use of the Service.

You are responsible for activity under your organization's accounts unless it results from our failure to keep the Service secure.

Plans, prices and payment #

The Free plan costs nothing. Paid plans are sold by subscription, billed monthly or yearly in advance, at the prices on our pricing page when you subscribe. A yearly subscription costs ten times the monthly price. Prices are in US dollars.

Payments are taken by Stripe, our payment provider. You buy, change and cancel a plan from Plan & billing in the console, which takes you to Stripe's checkout and Stripe's billing portal. Your card details go to Stripe, not to us, and Stripe's own terms apply to the payment.

Subscriptions renew automatically at the end of each period until cancelled. You can cancel at any time; cancellation takes effect at the end of the period you have paid for, and the plan stays in place until then.

Payments are not refundable, including for a partly used period, a downgrade, or a plan you did not use, except where the law requires a refund. We may give a refund or credit as a goodwill gesture, at our discretion; doing so once does not oblige us to do it again.

We do not currently charge tax on our prices. If we become required to collect a tax such as GST or VAT, we will add it to future invoices and tell you before we do. You are responsible for any tax your own jurisdiction requires you to account for on what you buy from us.

If a payment fails, Stripe will try again and we will let you know. If it is still unpaid fourteen days after the first failure, your organization moves to the Free plan, including its advertising and its limits. Paying what is owed restores the plan.

We may change our prices. A change applies from your next renewal after we have given you at least 30 days' notice, and never to a period you have already paid for.

Enterprise plans are agreed in writing and invoiced by us rather than through Stripe. The order form for an Enterprise plan sets its price, its limits and how it is paid, and where it differs from these terms, the order form wins. Write to sales@nayto.io to discuss one.

Plan limits #

Each plan sets how many screens and locations an organization may have and how much media it may store. The Free plan allows two screens, one location and 5 GB of storage. When an organization reaches a limit, the Service refuses whatever would take it past the limit; it does not charge for more.

If an organization moves to a plan with lower limits while it holds more than the new plan allows, nothing is deleted because of the move, but it cannot add more until it is back within the limits.

Advertising on the Free plan #

On the Free plan, your screens show advertising in a strip along the bottom of the screen, about a tenth of its height. Your content is scaled to fit the rest of the screen and is never covered. Paid plans and Enterprise plans show no advertising.

We choose the advertisements. Today they promote Nayto's own products and services. We choose which to show using the country or region you give us for your organization; we do not collect anything about the people who see your screens. If we begin to show advertising for other businesses, we will tell you at least 30 days beforehand.

While you are on the Free plan, you agree not to hide, cover, crop, alter or block the advertising strip, and not to interfere with how the player shows it. We are responsible for the advertisements themselves being lawful. If an advertisement is unsuitable for where a screen is - a place of worship or a children's ward, for example - tell us and we will stop showing it there.

Where a permit or the permission of a landlord or venue is needed to show advertising where a screen is, obtaining it is your responsibility. If you cannot show advertising, choose a paid plan.

Your content #

You keep every right you have in what you upload and publish. You give us a worldwide, non-exclusive, royalty-free licence to store, copy, convert, transmit and display it only as needed to run the Service for you - for example, to make the versions your screens play and to send them to the screens you choose.

You are responsible for your content and for having every right and licence needed to show it where your screens are, including licences for music played in public. We do not review content before it is published.

Your content must follow the Acceptable Use Policy. We may remove content, or stop it being shown, where we reasonably believe it breaks that policy or the law, or where a court or authority requires it. Copyright complaints follow our Copyright and Takedown Policy.

Our rights #

We own the Service, the player app, and everything we make available as part of them, other than your content. Subject to these terms, we give you a non-exclusive, non-transferable right to use the Service, and to install and run the player app on your screens, while your organization has an account.

You may not copy, resell or sublicense the Service, or reverse engineer it except where the law allows you to despite this term. Third-party open-source components keep their own licences, listed in our Third-Party Notices.

If you send us suggestions, we may use them without owing you anything.

Availability and support #

We work to keep the Service available and secure, but we do not promise that it will be uninterrupted or free of errors. There is no service level agreement unless an Enterprise order form gives one.

We may need to interrupt the Service for maintenance. We try to do so when it affects the fewest customers, and screens go on playing what they last received while the Service is unavailable.

We are not responsible for a failure or delay caused by something beyond our reasonable control, such as a failure of the internet or of a provider we depend on, a natural disaster, war, or an action of a government.

Data protection #

We process personal data as described in the Privacy Notice. Where we process personal data on your behalf - in your content, and in what you record about your team - the Data Processing Addendum applies, and it forms part of these terms. The data is hosted in Singapore; the companies that process it for us are listed on the subprocessors page.

Suspension and ending the agreement #

You may stop using the Service at any time, and you may ask us to close your organization's account.

We may suspend an organization's access, in whole or in part, if we reasonably believe that it is breaking these terms or the law, that it puts the Service, other customers or the public at risk, or if the law requires it. Where we can, we will tell you first and give you a chance to put things right. While an organization is suspended, its screens go on playing for 24 hours and then show a neutral screen until the suspension ends.

We may end this agreement if you materially break it and do not put it right within 14 days of our notice, straight away if the breach cannot be put right, or on 90 days' notice for any reason.

When an account or an organization is closed, we remove or anonymise its data as the Data Retention Schedule sets out. Before closing, you can ask us for a copy of your content.

Terms that by their nature should last beyond the end of the agreement - payment owed, the limits on liability, indemnities and the law that applies - do so.

Warranties and liability #

Except as these terms say otherwise, the Service is provided "as is" and "as available", and to the extent the law allows, we exclude all implied warranties and conditions, including of satisfactory quality, fitness for a particular purpose and non-infringement.

Neither of us is liable to the other for loss of profit, revenue, business, goodwill or data, or for any indirect or consequential loss, however caused.

Our total liability to you under or in connection with these terms in any twelve months is limited to the greater of the amount you paid us in the twelve months before the event giving rise to the claim and US$100.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

Indemnity #

You will defend us against, and pay the costs and damages arising from, any claim by a third party that your content, or your use of the Service in breach of these terms or the law, infringes their rights or breaks the law. We will tell you of the claim promptly, let you control its defence, and help you reasonably at your cost; we will not settle it without your agreement.

Changes to these terms #

We may change these terms. Each version has a number and an effective date, both printed under the title, and earlier versions are kept. When a change matters to what you have agreed, we will tell you at least 30 days before it takes effect, and the console will ask you to accept the new version before you carry on using it. If you do not accept, you may stop using the Service and cancel.

Law and disputes #

These terms, and any dispute about them or the Service, are governed by the law of Singapore.

Any dispute that cannot be settled by talking will be finally resolved by arbitration administered by the Singapore International Arbitration Centre under its rules then in force. The seat of arbitration is Singapore, there is one arbitrator, and the language is English. Either of us may still ask a court for urgent relief, such as an injunction.

General #

You may not transfer this agreement without our written consent. We may transfer it to a company that takes over the Service, and will tell you if we do.

If a court finds part of these terms unenforceable, the rest stays in force. Not enforcing a term straight away does not mean giving it up.

These terms, with the documents they include and any Enterprise order form, are the whole agreement between us about the Service.

Notices to us go to legal@nayto.io. We send notices to the email addresses of your organization's owners and administrators, or show them in the console.

How this document changes #

Every version of this document has a number and the date it applies from, both printed under the title. A change is published as a new version rather than an edit to this one, so what the document said on any day can be checked.

When a change matters to what you have agreed or to how we use your data, we tell you before it takes effect. Earlier versions are available from legal@nayto.io.