Terms & Conditions for Backdrop Alive

Welcome to Backdrop Alive (the “App”), owned and operated by Abacus Brands, Inc. (“Company,” “we,” “our,” or “us”). By downloading, accessing, or using the App, you agree to these Terms & Conditions (“Terms”). Please read them carefully before using the App.  If you do not agree to these Terms, then you should not use the App and uninstall the App from your device.

1. Use of App

Backdrop Alive is designed exclusively for use with Backdop.com’s and TradeShowBooth.com’s AR-enabled backdrops, banners, booths, and other physical signage.  The App will not function as intended with any other backgrounds or images. You agree to use the App solely with AR-enabled signage purchased from Backdrop.com or TradeshowBooth.com.

You are solely responsible for complying with all laws and regulations, including but not limited to privacy laws, applicable to the App where you are located or where you are using the App.  If you are providing a device with the App for use by other persons (such as trade show attendees), you are solely responsible for obtaining consent from all persons providing information through the app or who are recorded or photographed in any manner through the App.

2. License & Third-Party Sites

Backdrop Alive is licensed, not sold, for your personal or authorized business use in accordance with these Terms.  You are granted a non-exclusive, non-transferable, revocable, limited license to download and use the App solely in accordance with these Terms.

You may not:

●      Modify, disassemble, decompile, create derivatives from or reverse-engineer the App;

●      Rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the App to a third party;

●      Make copies of the App;

●      Remove, circumvent, disable, damage, or interfere with security features, usage limitations, or digital rights management tools;

●      Delete or obscure copyright, trademark, or other proprietary notices within the App; or

●      Use the App for any commercial purpose other than for use with AR-enabled signage purchased from Backdrop.com or Tradeshowbooth.com. 

We may, but are not obligated to, release updates or upgrades from time to time to improve performance, add functionality, or address security needs. By continuing to use the App, you consent to these updates and agree that these Terms apply to updated versions as well.

The App may also reference or link to affiliated or third-party brands, products, services, or websites. References to third parties are provided for convenience and do not constitute an endorsement by Abacus Brands, Inc. We are not responsible for the content, accuracy, or policies of third-party platforms. Your use of such platforms is at your own risk and subject to their own terms and privacy policies.

3. User Responsibilities

You agree to use the App responsibly and solely as authorized by these Terms. You may not misuse the App, including by uploading inappropriate content, uploading content you do not own or that infringes on anyone else’s rights, invading the privacy of any person, disrupting the App’s functionality, or attempting to collect data from others without their consent.

You represent and warrant that all information you submit through the App, such as your name or email address, is true, accurate and current.

4. Privacy & Marketing Communications

Use of the App is governed by our Privacy Policy, available at https://backdrop.com/pages/backdrop-alive-privacy-policy, and by the privacy practices of any third party who provided the App on a device for your use (such as a trade show exhibitor) (a “Provider”).  If you submit information through the App on a device given to you by a Provider, we share all information you submitted to that Provider.  We have no control over and no liability for the manner in which that Provider uses your information, which may include personally identifiable information such as your name, telephone number, employer, title, address and attendance at a particular event.  Such uses may include but are not limited to contacting you online and in real life regarding the Provider’s goods or services, sharing your information with affiliated or related entities, and/or selling your information. 

If you are a Provider, you agree to not collect any information from any person who is a minor.  The App is intended for use only by adults.

By using the App or providing your information, you consent to receive communications from us and/or the Provider, including but not limited to emails, text messages, push notifications, or in-App messages related to event updates, engagement summaries, or other relevant information.  You may unsubscribe from communications from us by following the directions provided in the communication.  You must contact the Provider to unsubscribe from their communications.

5. Rewards & Prizes

Some interactive features may allow Providers to offer opportunities to win digital or physical prizes. The Provider, and not us, is solely responsible for the sponsorship and operation of any such opportunities, for any and all applicable rules, and for the delivery of any prizes.  If you are a Provider, you hereby agree to indemnify, defend and hold harmless Abacus Brands, Inc., Trade Show Display Corp., and all of their respective affiliates, offers, directors, employees, agents and representatives from and against all claims, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) arising from or relating to any contest, sweepstakes, or other opportunity to win any prize, the awarding of any prize, or any person’s use of any prize.  Further, each Provider using this App represents and warrants that all contests, sweepstakes and other prize opportunities offered through the App shall comply with all applicable laws and regulations.

TO THE FULLEST EXTENT PERMITTED BY LAW, BY OFFERING OR PARTICIPATING IN ANY PRIZE OPPORTUNITY, YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS OF LIABILITY AGAINST ABACUS BRANDS, INC., TRADE SHOW DISPLAY CORP., AND ALL OF THEIR RESPECTIVE AFFILIATES, OFFERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, OR DAMAGE (INCLUDING PERSONAL INJURY) INCURRED WITH RESPECT TO THE CONDUCT OF OR PARTICIPATION IN THE OPPORTUNITY, OR THE AWARDING, SHIPPING/HANDLING, RECEIPT, POSSESSION, AND/OR USE OR MISUSE OF ANY PRIZE, INCLUDING ANY TRAVEL RELATED THERETO.

6. Intellectual Property

All content, software, design, trademarks, and AR experiences in the App are the exclusive property of Abacus Brands, Inc. or its partners. You may not copy, reproduce, modify, or distribute any materials without prior written permission.

7. Unauthorized Activities

Use of the App is authorized only for legitimate personal or business event engagement purposes. Unauthorized use of the App or its content may violate U.S. and international copyright, intellectual property, or data protection laws.

Examples of prohibited activities include:

●      Using the App or its content for competing commercial purposes.

●      Violating any applicable local, state, national, or international law.

●      Harassing, stalking, or harming another individual.

●      Impersonating any person or entity or misrepresenting your affiliation.

●      Interfering with or disrupting App functionality, servers, or networks.

●      Using bots, scrapers, or automated tools to collect data.

●      Attempting to hack, bypass security, or gain unauthorized access to accounts or systems.

You are responsible for any violations committed through your account and agree to indemnify Abacus Brands, Inc. for damages or losses caused by such violations.

8. App Availability & Updates

We may update, modify, or discontinue all or any part of the App at any time without notice. Certain features, including AR games, may change or be removed.

9. Disclaimers & Liability Limitation

DISCLAIMER OF WARRANTY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) THIS APP IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (b) THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS APP IS WITH YOU; (c) ABACUS BRANDS, INC. WILL HAVE NO LIABILITY TO YOU FOR ANY REASON BASED ON YOUR USE OF THIS APP UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION; AND (d) ABACUS BRANDS, INC.'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THIS APP WILL BE, AT ABACUS BRANDS, INC.’S  OPTION IN ITS SOLE DISCRETION, EITHER THE REPLACEMENT OF THE APP OR A REFUND OF THE AMOUNT YOU ACTUALLY PAID TO A STORE TO DOWNLOAD THE APP. SOME JURISDICTIONS MAY NOT ALLOW (OR MAY LIMIT) DISCLAIMERS OF CERTAIN WARRANTIES, IN WHICH CASE THE FOREGOING DISCLAIMERS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT WILL ABACUS BRANDS, INC. BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE, POSSESSION, MISUSE OR MALFUNCTION OF THIS APP, INCLUDING WITHOUT LIMITATION DAMAGE TO PROPERTY, LOSS OF GOODWILL, LOSS OF DATA OR OTHER FILES, COMPUTER OR HANDHELD DEVICE FAILURE OR MALFUNCTION AND DAMAGES FOR PERSONAL INJURY, EVEN IF ABACUS BRANDS, INC.  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) ABACUS BRANDS, INC.'S TOTAL LIABILITY WILL IN NO EVENT EXCEED THE ACTUAL PRICE PAID BY YOU FOR THE LICENSE TO USE THIS APP. SOME JURISDICTIONS MAY NOT ALLOW CONTRACTUAL LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR EXCLUSION OR LIMITATION OF LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE ABACUS BRANDS, INC.'S WARRANTY PERIOD AND LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Applicable Law; Arbitration; No Class Action

Backdrop Alive is operated from the United States and may not be appropriate or fully functional in other locations. If you access the App from outside the U.S., you are solely responsible for complying with local laws.  We may limit access to the App in certain regions or jurisdictions at our discretion.

This Agreement and all claims arising out of or related to it shall be governed and construed in accordance with the laws of the State of California, excluding its choice-of-law principles.  Any dispute arising out of or relating to your use of the App or otherwise related to this Agreement, including without limitation regarding any breach hereunder, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.  The arbitration will be conducted in Los Angeles, California, by an arbitrator with applicable industry expertise in the mobile app industry, who shall be named in accordance with such rules.  The award of the arbitrator shall be final and binding on you and us, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such an arbitration proceeding including without limitation all evidence and materials submitted by you or us shall be kept strictly confidential by you.  You shall pay for your own legal costs and expenses involved in any such arbitration, including without limitation reasonable attorneys’ fees.  We shall pay for all of our such costs and expenses unless you have breached this Agreement in which case you will indemnify us for all of such costs and expenses.  NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.  Notwithstanding the foregoing, either party may apply to any appropriate federal or state court for injunctive relief or enforcement of this arbitration provision or for a breach of any party’s ownership rights in and to the App, without breach of this arbitration provision.  YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM, SUIT OR ACTION THAT YOU MAY HAVE AGAINST ABACUS BRANDS, INC. ARISING UNDER OR RELATED TO THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN ONE (1) YEAR AFTER THE DATE ON WHICH THE EVENT UNDERLYING SUCH CLAIM OCCURRED OR IS ALLEGED TO HAVE OCCURRED.

11. Injunctive Relief

Because Abacus Brands, Inc. would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that we will be entitled, without bond or other security or proof of damages, to appropriate equitable remedies with respect to any actual or threatened breaches of this Agreement, in addition to any and all other remedies which we may have under applicable laws.

12. Indemnification

You agree to indemnify, defend and hold harmlessAbacus Brands, Inc., its partners, affiliates, contractors, officers, directors, employees, agents and representatives from and against all claims, losses and expenses arising from or related to your use of the App; any alleged or actual breach of this Agreement or the Privacy Policy or of any of your representations, warranties or obligations set forth in this Agreement or the Privacy Policy; any alleged or actual violation of any applicable law, rule or regulation; and/or any use or misuse of information submitted through the App. 

13. Miscellaneous. 

(a) This Agreement represents the complete agreement concerning the license of this App between the parties and supersedes all prior or contemporaneous agreements and representations between them regarding the same subject matter.  (b) The provisions of this Agreement may be amended at any time by Abacus Brands, Inc. by publishing a revised version through the App.  Your continued use of the App after any such amendment constitutes your consent to the amended Agreement.  The provisions of this Agreement may be waived only by Abacus Brands, Inc. and then only in a writing executed by the CEO of Abacus Brands, Inc.  You may not amend this Agreement without an express written amendment signed by the CEO of Abacus Brands, Inc.  (c) If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement will not be affected.  (d) You agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, nor to any dispute or transaction arising hereunder or in connection herewith.  (e) If this Agreement is translated into a language other than English, you agree that the English version will prevail to the extent of any discrepancy in meaning between the English version and its translation.  (f) Except and only to the extent prohibited by applicable law, you agree that any and all disagreements, disputes, claims, mediation, arbitration, litigation, etc., related to the App or this Agreement shall be conducted in the English language, including but in no way limited to all correspondence, requests, motions, notices, consents, requests for discovery, interrogatories, submissions, filings, pleadings, arguments, orders and judgments.

14. Termination

We reserve the right to suspend or terminate your access to the App for any reason or no reason at all in our sole and absolute discretion.