Términos y condiciones generales

1. Scope and Contracting Parties

These General Terms and Conditions ('GTC') govern the commercial contractual relationship between Blacknote Executives LLC, a limited liability company formed under the laws of the U.S. State of Wyoming, with its registered address at 701 Tillery Street, Austin, TX 78702, United States ('Blacknote Executives LLC', 'we', 'us'), and users of the ScreenReach.me platform in their capacity as Advertiser or Display Owner. They apply in addition to the Terms of Use.

A contract between the respective user and Blacknote Executives LLC under these GTC is formed upon booking a campaign (Advertiser) or upon activation of a display (Display Owner).

2. Description of Services

2.1 For Advertisers

Blacknote Executives LLC enables Advertisers, through the ScreenReach.me platform, to book advertising space on digital displays operated by Display Owners at physical venues. Advertisers select locations, categories, and time periods, and provide an advertising asset ('Creative').

2.2 For Display Owners

Blacknote Executives LLC provides Display Owners with software through which their display(s) are connected to the platform. Display Owners receive a revenue share of confirmed advertising impressions displayed on their displays, as set out in Section 6.

2.3 Role as an Intermediary Platform

Blacknote Executives LLC's ScreenReach.me acts exclusively as a technical intermediary platform and does not itself become a party to the service relationship formed between Advertisers and Display Owners. Advertisers and Display Owners are solely responsible for the accuracy, legality, and quality of advertising materials and of location/business information, respectively (see also Section 10).

3. Campaign Booking, Approval, and Payment

Every campaign undergoes a review and approval process prior to publication. Payment is collected in advance, at the time of booking, based on the estimated campaign budget shown during the booking process, through a payment service provider we engage.

Blacknote Executives LLC reserves the right to decline any campaign during the review process without stating a reason; in such case, the amount already paid will be refunded in full and automatically (see Section 8.2).

4. Pricing Model (Advertisers)

Billing is based exclusively on confirmed advertising impressions actually delivered (see Section 5) — not on the amount booked, but on the amount actually delivered. Impressions that were budgeted but not delivered are not billed.

The price per confirmed impression depends on several factors, including the length of the advertising asset selected, the number of displays at the booked location, and the campaign currency. Current applicable rates are shown transparently during the booking process before any payment is triggered. No currency conversion is applied between markets (campaigns are billed in the currency of the respective target market, e.g., EUR, USD, GBP, or CHF).

5. Billing Basis

An advertising impression is only billed or compensated if our platform technically confirms that the advertising asset was actually displayed on an active display. Unconfirmed or interrupted impressions are neither billed nor compensated.

The platform may display supplementary, platform-provided content on a display whenever no booked Advertiser campaign is active. Such content is never billed to any Advertiser and never compensated to any Display Owner.

6. Revenue Share and Payout (Display Owners)

Display Owners receive a revenue share for each confirmed advertising impression on their display. The currently applicable revenue share, as well as any differing rates for multiple displays at one venue, is shown in the respective user account.

Payouts are made periodically through a payment service provider we engage, to the account on file for the Display Owner, subject to successful verification of the payout account.

Blacknote Executives LLC is entitled to withhold payouts where there is a reasonable suspicion of manipulation of the verification mechanisms, until the matter has been clarified.

7. Display Owner Obligations

7.1 Location and Business Information

The Display Owner represents that the location, category, business name, and any other information provided during registration are accurate and correspond to the actual physical premises where the display is installed.

7.2 Display Visibility

The display must be operated in a location that is freely visible to, and not obstructed from, customers and visitors of the venue, within the stated business premises. Placement that materially limits actual visibility to customers — for example, in areas not open to the public, obscured behind objects, or persistently powered off despite reported operating hours — constitutes a breach of contract.

7.3 Technical Operation

The display must be operated exclusively using the software we provide, in accordance with our then-current technical requirements, during the operating hours specified by the Display Owner and stored in their account.

7.4 Prohibition on Manipulation

Any attempt to manipulate, circumvent, simulate, or deceive the platform's verification mechanisms — including, without limitation, falsely simulating actual playback, manipulating connection or operating status, or any other act that could result in an unearned revenue share — is strictly prohibited.

7.5 Consequences of Violations

Upon a confirmed violation of Section 7.4, we are entitled to, without delay, (a) suspend or terminate the affected account, (b) withhold pending payouts related to the violation, and (c) report the matter to the competent law enforcement authorities and pursue civil remedies.

7.6 Duty to Report

The Display Owner must notify us without delay of any technical issue that permanently prevents playback.

8. Cancellation, Withdrawal, and Refunds

To understand the following provisions, it is important to distinguish between two different situations: (a) a campaign is declined during the review process and was never published (Section 8.2), and (b) a campaign has already been published and a subsequent change is sought (Section 8.3). The two situations are treated differently.

8.1

Prior to completion of the review and approval process, a campaign may be cancelled by the Advertiser at any time without stating a reason.

8.2

If Blacknote Executives LLC declines a campaign during the review process before it was ever published, the amount already paid will be refunded in full and automatically to the original payment method.

8.3

Once a campaign has been published and has begun running, changes to location, time period, budget, or advertising asset, as well as cancellation by the Advertiser, are no longer possible. The Advertiser is expressly notified of this prior to final payment confirmation during the booking process and actively acknowledges it before payment is triggered. Accordingly, no refund is available for campaign portions that have already run.

8.4 For Display Owners

Already-confirmed advertising impressions give rise to a claim to the corresponding revenue share, irrespective of any subsequent cancellation by the Advertiser, which in any event is only possible to a limited extent under Section 8.3.

9. Taxes

Each party is solely responsible for fulfilling its own tax obligations in connection with income earned through the platform.

10. Liability

10.1

We are liable without limitation for damages arising from injury to life, body, or health resulting from an intentional or negligent breach of duty, and for other damages resulting from an intentional or grossly negligent breach of duty or fraudulent conduct. THIS EXCEPTION CANNOT BE CONTRACTUALLY EXCLUDED UNDER ANY LEGAL SYSTEM KNOWN TO US.

10.2

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 10.1, OUR AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT — REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, OR OTHERWISE) — IS LIMITED TO THE TOTAL AMOUNT PAID TO US BY THE AFFECTED USER (OR, IN THE CASE OF DISPLAY OWNERS, PAID BY US TO SUCH USER) IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY IS FULLY EXCLUDED FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND; (B) LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF DATA; (C) THE CONDUCT, CONTENT, OR REPRESENTATIONS OF OTHER USERS, INCLUDING THE ACCURACY OF ADVERTISING MATERIALS OR LOCATION/BUSINESS INFORMATION; (D) THE COMMERCIAL SUCCESS OR ADVERTISING EFFECTIVENESS OF ANY CAMPAIGN BEYOND THE NUMBER OF CONFIRMED IMPRESSIONS ACTUALLY DELIVERED; AND (E) ANY INTERRUPTION, DELAY, OR UNAVAILABILITY OF THE PLATFORM.

10.4

The foregoing limitations and exclusions of liability do not apply to the extent that mandatory law at the user's place of residence or establishment (in particular EU/UK consumer protection law) requires more extensive liability; in that case, such mandatory statutory provisions shall prevail.

11. Term and Termination

This contractual relationship is of indefinite duration and may be terminated by either party at any time, without notice. Campaigns already booked and running, and existing payout claims, are not affected by a termination and will be settled in accordance with these GTC.

12. Force Majeure

Neither party shall be liable for failure to perform its obligations to the extent such failure results from circumstances beyond its reasonable control (e.g., failures of third-party providers, internet infrastructure outages, or natural events).

13. Governing Law and Venue

13.1

These GTC are governed by the laws of the U.S. State of Wyoming, without regard to its conflict-of-laws principles.

13.2

The exclusive venue for disputes arising out of or in connection with these GTC is Delaware, to the extent permitted by law.

14. Miscellaneous

Should any individual provision of these GTC be invalid, the validity of the remaining provisions shall not be affected. Amendments to these GTC require the form described in Section 9 of the Terms of Use.

15. Contact

For questions regarding these GTC: contact@screenreach.me