Terms of Use for CommBox Signage

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1.0 Background

Thank you for reviewing our Terms of Use (Agreement). We are CommBox Pty Ltd, and we provide a digital signage content management system (CommBox Signage) that enables users to design, create, manage, display, and update their content on screens within their business.

This Agreement outlines the terms and conditions of your use of CommBox Signage. It’s your responsibility to read, understand, and agree to the most current terms available at www.commbox.com.au.

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2.0 Agreement

2.1 Accepting this Agreement

By creating, accessing, or using a CommBox Signage account, you agree to be bound by this Agreement. If you do not accept these terms, you must not use CommBox Signage. You must be over 18 years old or able to form legally binding contracts to use this service. If you act on behalf of your employer or any other entity, you confirm you have the authority to enter into this Agreement on their behalf.

2.2 About this Agreement

Throughout this Agreement, capitalised words like "Agreement" are used to clarify the terms and conditions. If you have any questions, feel free to contact us at success@commbox.com.au.

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3.0 Term

This Agreement starts when you create a CommBox Signage account and lasts for the agreed Licence Duration unless terminated under clause 16. If the licence is not renewed before the expiry, access to CommBox Signage will be revoked.

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4.0 Licence

CommBox grants you a non-transferable, non-exclusive licence to use CommBox Signage for the Licence Duration, provided you comply with the terms of this Agreement and any usage restrictions.

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5.0 Payment

All Licence Fees must be paid according to the Payment Terms. Prices are quoted in Australian Dollars or USD and are exclusive of GST and other applicable taxes. You are responsible for any bank fees associated with your payment method.

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6.0 Trial Services

CommBox may offer trial access to CommBox Signage for demonstration purposes, typically lasting 60 days. Access will automatically end after the trial period. The service is provided "as is" with no warranty.

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7.0 Access and Support

7.1 Access

CommBox Signage requires an internet connection and a valid account to function.

7.2 Support

Support is available through our support website at https://support.commbox.com.au.

7.3 Outages and Maintenance

If it becomes necessary to interrupt your access to CommBox Signage, we will strive to provide reasonable notice where possible, including details on when and for how long CommBox Signage will be unavailable.

You acknowledge that access to CommBox Signage may be interrupted or discontinued for various reasons beyond our control, including routine maintenance or updates that may alter the interface and functionality.

We are not liable for any loss, whether foreseeable or not, arising from temporary interruptions to your access to CommBox Signage, planned or unplanned, and such interruptions do not constitute a breach of this Agreement on our part.

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8.0 Your Use of CommBox Signage

8.1 Account

To use CommBox Signage and create an Account, you are required to provide Personal Information.

You agree to provide any information we reasonably request to set up your Account. You warrant that all information you provide is accurate and complete, and you agree to update your Account details whenever there are changes. You also agree not to provide any false or misleading information.

8.2 Usage Restrictions

Your licence is limited to the number of screens you have purchased. Additional screens require a separate licence.

8.3 Account Security

Maintaining the security of your Account is essential to protect your Personal Information and the data we process on your behalf. We take security seriously and ask for your cooperation in doing the same.

You are responsible for all activities carried out through your Account on CommBox Signage, whether Authorised by you or not.

You must educate your users on the importance of safeguarding security credentials when accessing your Account and ensure compliance with this Agreement. We are not liable for any security issues or network breaches that result from your failure to enforce security measures on your Hardware or from allowing third-party access to your Account.

8.4 Lawful Use

You agree not to upload, store, or access any data through CommBox Signage if doing so would infringe on someone’s Intellectual Property rights, breach any Privacy Law, or violate any other applicable laws or regulations (including Commonwealth, State, or Territory laws in Australia).

8.5 Right to Suspend

We reserve the right to limit or suspend all or part of your access to CommBox Signage and to alter your Account information if we reasonably believe:

(a) You have breached any material terms of this Agreement, including those in clause 5;

(b) Your Account information is incomplete;

(c) Your Account has been inactive for more than 12 months; or

(d) We suspect a security breach related to your Account.

Suspending your Account will not constitute a breach of this Agreement on our part.

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9.0 Privacy

You agree and consent to our handling of your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy at our discretion, and any changes will be posted on our Website.

10.0 Third-Party Services

Certain components or features of CommBox Signage include applications, content, and services provided by third-party service providers (Third-Party Services). You acknowledge and agree that, subject to any Non-excludable Conditions, we are:

(a) Not responsible for the availability or accuracy of such Third-Party Services or the consequences of any faults;

(b) Not liable for any data, content, or materials made available through such Third-Party Services; and

(c) Not liable for any damages you incur, directly or indirectly, as a result of your use or reliance on any such Third-Party Services.

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11.0 User Content and Intellectual Property

Any content you upload to CommBox Signage remains yours. However, you grant us a licence to use your content to improve the service. CommBox is not responsible for backing up your content.

The Intellectual Property related to CommBox Signage remains our property at all times.

You must not, nor assist or permit others to:

(a) Create an adaptation or translation of any part of CommBox Signage;

(b) Use CommBox Signage in a way that infringes another person’s Intellectual Property rights;

(c) Incorporate all or part of CommBox Signage into another webpage, site, application, or digital or non-digital format;

(d) Remove any proprietary notices or labels from CommBox Signage;

(e) Use CommBox Signage, or any part of it, to develop a competing product or service; or

(f) Copy, recreate, decompile, reverse engineer, or otherwise attempt to access, modify, or use any source or object code, content, architecture, or algorithms of CommBox Signage, except as is necessary to perform the Authorised Scope and provide EULAs to End Users.

You must inform us promptly if you become aware of any actual or alleged infringement of our Intellectual Property.

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12.0 Confidentiality

12.1 Confidentiality

Neither party will disclose the other party’s Confidential Information without prior written approval.

However, a party may disclose the terms of this Agreement to its related companies, solicitors, auditors, insurers, and accountants as necessary.

Each party must take reasonable steps to ensure that its employees, agents, and subcontractors do not disclose the other party’s Confidential Information.

A party is not in breach of this clause if legally compelled to disclose Confidential Information.

12.2 Permitted Disclosures

We may disclose information, including Personal Information or transmissions made using CommBox Signage, to comply with court orders, subpoenas, warrants, regulations, or governmental requests, to protect our legal rights, prevent harm, or as necessary for the proper operation of CommBox Signage. If you are a Distribution Agent, we may disclose your activities related to this Agreement to the Distribution Partner that appointed you (Permitted Disclosures).

You acknowledge that we are not obligated to inform you if Permitted Disclosures are made.

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13.0 Warranties

We aim to deliver a high-quality user experience; however, subject to the Non-excludable Conditions, and to the fullest extent permitted by law, we do not guarantee that CommBox Signage will be fault-free, fit for a specific purpose, or that access to CommBox Signage and its results will be accurate, timely, complete, or reliable.

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14.0 Limitation of Liability

14.1 Implied Conditions

We exclude all conditions, warranties, and other terms that may otherwise be implied by law, regulation, or common law, except any Non-excludable Condition.

14.2 Limitation of Liability

Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered directly or indirectly by you in connection with this Agreement, including but not limited to:

(a) Loss of profits, economic loss, or data loss;

(b) Inaccessibility of CommBox Signage for any reason;

(c) Malware or viruses in connection with CommBox Signage;

(d) Security vulnerabilities or breaches that result in unAuthorised access or data corruption;

(e) Claims by End Users due to your actions beyond the Authorised Scope;

(f) Faults or negligence by us or our service providers;

(g) UnAuthorised activity in connection with CommBox Signage;

(h) Force Majeure events; or

(i) Any act or omission by you or your personnel.

To the fullest extent permitted by law, our liability for any breach is limited to the resupply of goods or services, or the cost of having the goods or services resupplied or repaired.

14.3 Indemnity

You indemnify us against all costs incurred due to:

(a) Your infringement of third-party Intellectual Property rights;

(b) If you are a Distribution Agent, any contract between you and the Distribution Partner;

(c) Any contract between you and an End User; and

(d) Any claims brought by End Users due to your actions beyond the Authorised Scope or breaches of this Agreement.

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15.0 Dispute Resolution

If a dispute arises (Dispute), the party claiming the Dispute must notify the other party in writing. The parties must attempt to resolve the Dispute before initiating legal proceedings.

If the Dispute is not resolved within 30 days, either party may refer it to mediation, following the Resolution Institute Mediation Rules. If the Dispute remains unresolved after 30 days of mediation, either party may begin legal proceedings.

Each party must cover their internal and legal costs related to dispute resolution, and the mediator’s costs will be shared equally.

This clause does not apply to debt recovery or prevent seeking urgent injunctive relief from a court.

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16.0 Termination

16.1 Termination

You may terminate this Agreement at any time by using any cancellation option in your Account or by providing written notice.

We may terminate this Agreement with immediate notice if your Account remains suspended for over 30 days or if you engage in Prohibited Conduct.

Either party may terminate this Agreement for material breach if the breach is not remedied within 30 days of receiving notice.

For Distribution Agents, this Agreement terminates immediately if:

(a) The Distribution Partner terminates their agreement with you (unless followed by immediate reappointment); or

(b) We terminate our agreement with the Distribution Partner.

16.2 Actions Upon Termination

Upon termination, you must immediately stop using CommBox Signage. We reserve the right to erase all data associated with your Account and revoke your authority as a Reseller. You must also cease reselling EULAs and representing any affiliation with CommBox Signage.

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17.0 General

Assignment

Neither party may assign or create an interest in its rights under this Agreement without the other party’s consent.

Entire Agreement

This Agreement represents the entire agreement between the parties, replacing any prior agreements, representations, or warranties.

Governing Law

This Agreement is governed by New South Wales law, and both parties submit to the exclusive jurisdiction of the courts in Queensland.

Notices

All notices, disclosures, and communications under this Agreement must be provided in writing. Communications from us will be sent to the email associated with your Account, and communications from you must be delivered by post or email.

Relationship

Nothing in this Agreement creates a relationship of agency, joint venture, or partnership between the parties.

Severability

If any provision of this Agreement is unenforceable, it will be severed to the extent necessary to make the Agreement enforceable, unless it would materially alter the intended effect.

Variations to the Agreement

We may amend this Agreement by giving you 30 days' written notice. If you do not accept the variation, you may terminate the Agreement as outlined in clause 16.

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18.0 Definitions

• Agreement: This document and any incorporated documents.

• Confidential Information: Any confidential information, including business strategies, Intellectual Property, and security credentials.

• Event of Force Majeure: Unforeseeable events, such as war, terrorism, natural disasters, and computer disruptions, that prevent a party from fulfilling its obligations.

• End User: Users who create, manage, and display content on Screens through CommBox Signage.

• EULA: The terms of use for End Users of CommBox Signage.

• Hardware: The equipment used to operate CommBox Signage, excluding CommBox Signage system components.

• Intellectual Property: Present and future rights to business names, software, patents, trademarks, and similar properties.

• Non-excludable Condition: Rights or warranties that cannot be excluded under the law.

• Payment Terms: The payment schedule outlined in our invoices.

• Personal Information: Information about identifiable individuals.

• Privacy Law: Privacy regulations, including the Privacy Act 1988 (Cth).

• Privacy Policy: The privacy policy on our website.

• Screens: Hardware displaying User Content.

• Term: Defined in clause 3.0.

• User Content: Text, images, audio, and other media displayed through CommBox Signage.

• Website: https://commbox.com.au/ and its subdomains.

18.2 Interpretation

(a) References to a party include its successors and assigns. (b) Inverted commas indicate industry terms. (c) “Including” does not limit the context. (d) Grammatical forms of defined terms carry the same meaning. (e) Headings are for convenience and do not affect interpretation. (f) Singular words include plural forms. (g) Legislative references include updates and substitutions. (h) A party’s conduct includes both acts and omissions.

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For more information, please contact us at success@commbox.com.au.