Version 1.3 — effective 13 June 2026 · This is the licence agreement for 123CMS, a digital signage content management system for fleets of SpinetiX media players. It is written to be read: short sections, plain words, no surprises. It is still a binding contract between your company and ours.
1.1. "We" ("us", "our") — MEDIA LA VISTA FZCO, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates. Contact: welcome@medialavista.ae, +971 55 581 01 49.
1.2. "You" ("your") — the company that acquires or uses 123CMS. 123CMS is a business product. It is licensed to companies, not to consumers. The person who accepts this agreement confirms they have authority to bind your company.
1.3. If your company is in Russia, this agreement does not apply to you. The Russian market has its own edition of this agreement, published at https://123cms.app/legal/eula.ru.html, with the local licensor OOO "Tsifrovye Vyveski" (DSTools). That edition is a separate, self-standing agreement.
2.1. Cloud (SaaS): you accept when you create an account or sign in to 123CMS for the first time.
2.2. On-premises: you accept when you install or first launch 123CMS on your server.
2.3. You also accept by signing any order, quote or contract that references this agreement.
2.4. If you do not agree, do not install or use 123CMS.
3.1. Software — the 123CMS computer program, in any edition, including updates we deliver to you.
3.2. Service — the cloud edition of 123CMS that we host and operate.
3.3. Player — a SpinetiX media player managed through 123CMS.
3.4. Seat — one adopted Player. Seats are the licence unit of 123CMS.
3.5. Subscription — your active plan: total seats, site and user caps, storage quota, and term. Default term is 12 months.
3.6. Licence File — a cryptographically signed file that activates an on-premises installation. Only we issue Licence Files.
3.7. Customer Content — media, schedules, layouts, data feeds and other materials you upload to or manage in 123CMS.
3.8. Order — the commercial document (quote, invoice, contract) under which you bought your licences. If an Order and this agreement conflict, the Order wins.
The short version: you get a non-exclusive right to use 123CMS for your own player fleet, in the edition you bought. Here is what each edition gives you.
4.1. Cloud — MLV-P-123-CMS-CLOUD. The right to access and use the Service for your fleet during your Subscription. We host, maintain and update everything; hosting, maintenance and updates are included.
4.2. On-premises — MLV-P-123-CMS-ONPREMISES. The right to install and run one instance of the Software on a server you control, during your Subscription. The Software is delivered on a USB drive: a system image, Docker containers and shell installation scripts. Your data stays inside your perimeter and never leaves it.
4.3. Preinstalled server — MLV-P-123-CMS-PREINSTALLED. The same on-premises licence as 4.2. The difference is delivery: we supply and install a ready server with 123CMS preinstalled.
4.4. Full buyout — MLV-P-123-CMS-ONPREMISESALL. A one-time purchase of a perpetual licence for your installation, priced by the number of Players at the moment of buyout. It includes a source-code transfer option under a separate agreement and carries no vendor lock-in. Players you adopt after the buyout are licensed the same way: a one-time payment for a perpetual per-player licence, not an annual subscription.
4.5. Player licence — MLV-P-123-CMS-LIC. An annual licence per Seat (per screen / media player), billed yearly starting from month 7 of your deployment. The first 6 months are covered by the START package included with your deployment: up to 30 hours of customization and a response time within 24 hours.
4.6. Updates and maintenance — MLV-P-123-CMS-UPDATES. An annual subscription that gives on-premises installations updates and maintenance. Support under this subscription requires remote access to your server (clause 12.4).
4.7. Additional development — MLV-P-123-CMS-DEV. Development beyond the 30 hours included in START, charged per man-hour under your Order.
4.8. Every licence above is non-exclusive and non-transferable except as clause 21.4 allows. It covers use for your own business and your own fleet.
The short version: one Seat = one player. Outgrow your counts — you just buy the difference.
5.1. One Seat = one adopted Player. Your Subscription sets your total seats, site and user caps, and storage quota.
5.2. Each adopted Player additionally carries its own device licence valid for 365 days from adoption.
5.3. Stay within your counts. If your fleet grows past them, tell us — we invoice the difference at the rates in your Order, with no penalties.
The short version: your screens never go dark over a lapsed payment. That is a design decision, and we put it in the contract.
6.1. A Subscription runs for 12 months unless your Order says otherwise, and renews for the same term when you pay the renewal invoice.
6.2. When a Subscription reaches its end date unpaid, it enters a 30-day grace period. During grace, everything keeps working.
6.3. After grace, the Subscription becomes expired. Expired blocks only growth actions: adopting new Players, uploading new content, creating new shows.
6.4. Playback, monitoring, alerts and emergency messaging never stop — not during grace, not after expiry. We never dark-screen a running fleet over a lapsed payment.
6.5. Paying the renewal invoice restores the Subscription in full.
The short version: suspension blocks sign-in, never playback, and deletes nothing.
7.1. If an account stays unpaid well past grace, or during offboarding, we may suspend it: sign-in is blocked.
7.2. Suspension does not delete anything. Your data and Customer Content are retained, and playback on your Players continues per clause 6.4.
7.3. We lift suspension when the account is settled.
The short version: do not tamper with licensing, do not resell without authorization — and what plays on your screens is on you.
8.1. Do not reverse engineer, decompile or disassemble the Software, except to the extent mandatory law expressly permits it despite this clause.
8.2. Do not tamper with, forge or circumvent Licence Files, seat counts, device licences or any other licensing mechanism.
8.3. Do not sublicense, resell, rent or lease 123CMS. Only resellers we have authorized in writing may resell it.
8.4. Do not remove or alter copyright, trademark or attribution notices.
8.5. Do not use 123CMS to display or distribute content that is unlawful in the territory where your screens run. What plays on your screens is your responsibility.
The short version: your content is yours. We touch it only to run the service for you.
9.1. Customer Content is your property. You keep every right to it.
9.2. You grant us a licence to store, process, transcode and transmit Customer Content — only as needed to provide 123CMS to you, and for nothing else.
9.3. Backups are encrypted.
9.4. Data residency: the EU region of the Service is hosted in Finland (Hetzner, Helsinki). The Russian region is hosted in Russia. On-premises installations keep all data inside your perimeter.
9.5. If you leave, you can export your Customer Content for 90 days after your Subscription ends or your account closes. After that we may delete it.
9.6. The cloud stores no sensitive data from your systems. The Service is a distribution mechanism for templates and content between Players: live data sources (data feeds, dashboards) are requested and rendered directly by the Players, without passing through the cloud.
The short version: SpinetiX hardware and software follow SpinetiX's own licence, not this agreement.
10.1. Any SpinetiX SA products supplied alongside 123CMS — media players, Elementi software, firmware, ARYA — are licensed under SpinetiX's own terms, not this agreement. We resell them; SpinetiX's licence governs their use.
10.2. An Elementi M licence is a mandatory part of every 123CMS project. It is a SpinetiX product and follows clause 10.1.
10.3. SpinetiX products are supplied per territory allocation: in the UAE and the Middle East through MEDIA LA VISTA FZCO; in Russia and the respective CIS markets through the authorized distributor for that territory, OOO "Tsifrovye Vyveski" / DSTools (dstools.ru).
11.1. The Software includes open-source components under Apache-2.0, MIT, BSD and PSF licences — including the Consta design system (MIT, © Gazprom Neft PJSC) — and invokes standalone open-source programs such as FFmpeg (GPL/LGPL) as separate programs. The list of components and their licence texts is available in the product or on request.
11.2. Those components are governed by their own licences. Nothing in this agreement limits the rights those licences give you.
The short version: 6 months of START customization included; cloud updates always included; on-premises updates need UPDATES.
12.1. First 6 months (START). Every deployment includes the START package: up to 30 hours of customization and responses within 24 hours.
12.2. Cloud. Hosting, maintenance and updates are included in MLV-P-123-CMS-CLOUD for as long as your Subscription is active.
12.3. On-premises. Updates and maintenance require an active MLV-P-123-CMS-UPDATES subscription.
12.4. To support an on-premises installation we need remote access to the server. That access is restricted to an agreed list of IP addresses (whitelist). While access is withheld, our maintenance obligations for that installation are suspended.
12.5. Development beyond the included 30 hours is ordered as MLV-P-123-CMS-DEV per man-hour.
13.1. We and our licensors own the Software, the Service, and everything in them except Customer Content and third-party components. You get exactly the rights in section 4 and nothing more by implication.
13.2. If you send us feedback or suggestions, we may use them without obligation to you.
The short version: we run the service with professional skill and care, but software is never perfect, and we do not promise it is.
14.1. We provide the Service and the Software with reasonable skill and care, materially as described in the documentation.
14.2. Beyond that, 123CMS is provided "as is". To the maximum extent the law allows, we disclaim implied warranties, including merchantability, fitness for a particular purpose and non-infringement, and we do not promise that operation will be uninterrupted or error-free.
The short version: whatever happens, our total liability is capped at what you paid us in the 12 months before the problem.
15.1. Neither party is liable to the other for indirect or consequential losses, lost profits, lost revenue or lost data.
15.2. Our total aggregate liability under this agreement is capped at the fees you paid us for 123CMS in the 12 months before the event giving rise to the claim.
15.3. Nothing in this section limits: liability that cannot be limited under applicable law; liability for willful misconduct; your obligation to pay fees due; or the indemnities in section 16.
The short version: we defend you against IP claims about 123CMS; you defend us against claims arising from your content.
16.1. We defend you. If a third party claims that 123CMS, as delivered by us and used per this agreement, infringes their intellectual property, we will defend the claim and pay the resulting damages awarded or settled. We may instead procure the right for you to keep using 123CMS, modify it to be non-infringing, or refund the unused part of your fees and end the affected licence.
16.2. You defend us. If a third party brings a claim arising from your Customer Content or your use of 123CMS in breach of this agreement or the law, you will defend the claim and pay the resulting damages awarded or settled.
16.3. The defended party must notify the defending party promptly and let it control the defence.
The short version: at most one remote check a year, with 30 days' notice — and the only outcome is buying the missing Seats.
17.1. No more than once a year, with 30 days' written notice, we may verify that your use matches your licensed counts. Verification is remote first, during business hours, without disrupting your operations.
17.2. If verification shows more Seats in use than licensed, you buy the difference at the rates in your Order. That is the whole consequence.
The short version: 30 days to cure a breach; perpetual licences survive.
18.1. Either party may terminate this agreement if the other materially breaches it and does not cure the breach within 30 days of written notice.
18.2. You may simply not renew a Subscription; it then follows the lifecycle in section 6.
18.3. On termination, cloud access ends after the 90-day export window in clause 9.5. Perpetual licences under MLV-P-123-CMS-ONPREMISESALL survive termination of this agreement unless terminated for your uncured material breach of section 8.
18.4. Sections 9.5, 13, 14, 15, 16, 19 and 21 survive termination.
The short version: UAE law and the DIFC Courts — after we first try to settle by negotiation.
19.1. This agreement is governed by the federal laws of the United Arab Emirates as applied in the Emirate of Dubai.
19.2. The parties first try to settle any dispute by negotiation within 30 days of written notice of the dispute.
19.3. If negotiation fails, the parties agree — specifically, clearly and expressly, for the purposes of Article 5(A)(2) of Dubai Law No. 12 of 2004 (as amended) — that the Courts of the Dubai International Financial Centre (DIFC Courts) have exclusive jurisdiction over the dispute.
The short version: changes are published with 30 days' notice; a perpetual licence keeps its original terms.
20.1. We may publish a new version of this agreement at https://123cms.app with at least 30 days' notice through the 123CMS console or by email.
20.2. Continued use of 123CMS after the new version takes effect means you accept it. If you do not accept, you may stop renewing per clause 18.2.
20.3. A perpetual on-premises licence (MLV-P-123-CMS-ONPREMISESALL) stays governed by the version in force at purchase unless you accept a newer one.
21.1. This agreement plus your Orders are the entire agreement about 123CMS and replace prior discussions on the same subject.
21.2. If a clause turns out to be invalid, the rest of the agreement stands.
21.3. Not enforcing a clause once does not waive it.
21.4. Neither party may assign this agreement without the other's consent, except to an affiliate or to a successor in a merger or sale of business.
21.5. Neither party is liable for failure caused by events beyond its reasonable control (force majeure), except payment obligations already due.
21.6. Notices go to welcome@medialavista.ae for us and to your account email for you.
21.7. This agreement is executed in English, and the English text prevails for agreements with MEDIA LA VISTA FZCO. Courtesy translations of this agreement may be published for convenience; if a translation differs from the English text, the English text prevails. The Russian edition at https://123cms.app/legal/eula.ru.html is a separate agreement for the Russian market with its own licensor.
MEDIA LA VISTA FZCO
Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE
welcome@medialavista.ae · +971 55 581 01 49 · https://medialavista.ae