CommBox Pty Ltd (ACN 158 381 705)

THIS AGREEMENT made

BETWEEN

CommBox Pty Ltd (ACN 158 381 705) of 32A/6 Jubilee Ave, Warriewood, New South Wales, 2102 ("Licensor")

- and -

End User ("Licensee")

(the "Parties")

​

1.    Definitions and interpretation

(a)    Definitions

In this Agreement (including the recitals) unless the context otherwise requires: Agreement means this agreement and its schedule;
Product means CommBox OS as detailed in Schedule 1; Terms means the terms and conditions of this Agreement.

Customer Content means any content, data, files, images, video, audio, text, documents or other materials that the Licensee (or its authorised users) upload, input, transmit, create, display, store, or otherwise make available through or in connection with the Product or any associated services.

Subprocessor means a third party engaged by CommBox to process Customer Content solely to enable CommBox to provide the Product, related services, support, security, hosting, analytics, or maintenance.

Customer Data means any data relating to the Licensee, its authorised users, or its customers processed in connection with the Product, including Customer Content.

​

(b)    Interpretation

In this Agreement unless the context otherwise requires:

(i)    headings are for convenience only and do not affect its interpretation and construction;

(ii)    the singular includes the plural and vice versa;

(iii)    words importing a gender include other genders;

(iv)    where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;

(v)    a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;

(vi)    "includes" is not a word of limitation;

(vii)    a reference to any thing is a reference to the whole and each part of it;

(viii)    a reference to a group of persons is a reference to all of them collectively and to each of them individually; and

(ix)    a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.

​

2.    Acceptance

(a)    This Agreement is between you and the Licensor, and governs the Products made available to you.

​

(b)    Upon:

(i)    selecting the 'Accept' option;

(ii)    payment of the license fee for the Product at the point of purchasing the licence for the Product; or

(iii)    upon downloading, installing or using the Product (whichever comes first),

you are granted a revocable, non-transferable, non-exclusive and limited licence ("Licence") strictly in accordance with the Terms of this Agreement.

​

(c)    If you do not agree to the Terms of this Agreement, you must not install, use, or copy the Product.

​

3.    License grant

(a)   This Agreement entitles you to:

(i)    install and use the Product on CommBox Interactive Plat Panels, Commercial Displays or LED Boards and personal devices that are connected to the CommBox Interactive Flat Panel, Commercial Displays or LED.

​

(b)    This Agreement does not permit the installation of the Product;

(i)    onto another brand's Interactive Flat panel devices without CommBox permission

​

4.    Limitations

(a)    Limitations on transfer

You may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Products.

​

(b)    Limitations on use

You may not:

(i)    share the Licence, or contents of the Product, with others;

(ii)    copy, install or use the Product on any system with more than one computer; or

(iii)    permit the use, copying or installation of the Product by more than one user or on more than one computer, unless you hold multiple, validly, licensed copies.

You may not:

(iv)    decompile, "reverse engineer", disassemble, or otherwise attempt to derive the source code for the Product;

(v)    broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the Product or any part of the product

(vi)    post the Product or part of the Product on any website; or

(vii)    use the Product for commercial purposes in a product you have created.

​

(c)    Limitations on derived works

You may not modify the Product, create derivative works based upon the Product, or use the Product to develop any product having the same primary function as the Product.

​

(d)    Limitations on alteration

You may not:

(i)    modify the Product or create any derivative work of the Product or its accompanying documentation. Derivative works include but are not limited to translations; or

(ii)    alter any files or libraries in any portion of the Product.

​

(e)    Limitations on copying

You may not copy any part of the product except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.

5.    Ownership

CommBox Pty Ltd or its subsidiaries, affiliates, and suppliers retain all rights, title and interest, including all copyright and intellectual property rights, in and to, the Product and all copies thereof.

​

5A. Customer Content and Data

​

5A.1 Customer ownership
The Licensee retains all rights, title, and interest in and to Customer Content. Nothing in this Agreement transfers ownership of Customer Content to CommBox.

​

5A.2 Limited licence to provide the Product
The Licensee grants CommBox a limited, non-exclusive, worldwide licence to host, copy, transmit, process, display, and use Customer Content only to the extent necessary to:
(a) provide, operate, maintain, and support the Product and any associated services;
(b) prevent or address security, fraud, misuse, or technical issues; and
(c) comply with applicable law or lawful government requests.

​

5A.3 No broad rights to Customer Content
Except as set out in clause 5A.2, CommBox does not:
(a) claim ownership of Customer Content;
(b) sell Customer Content; or
(c) use Customer Content for marketing, advertising, or public display without the Licensee’s prior written consent.

​

5A.4 Disclosure to other users, third parties, and affiliates
CommBox does not disclose Customer Content to:
(a) other end users; or
(b) unauthorised third parties,
except:
(i) as directed by the Licensee through the Product’s intended functionality (for example, where the Licensee chooses to share or publish content);
(ii) to Subprocessors who have a genuine need to process Customer Content to deliver the Product or associated services, and who are bound by confidentiality and security obligations consistent with this Agreement; or
(iii) where required by law.

​

5A.5 Security and control alignment
CommBox implements and maintains administrative, technical, and physical safeguards designed to protect Customer Content against unauthorised access, use, alteration, loss, or disclosure. CommBox maintains control operation and evidence to support recognised security frameworks, including SOC 2 Type 2, ISO 27001, and the Australian Essential Eight, as applicable to CommBox’s environment and scope.

​

5A.6 Return and deletion
Upon termination or expiry of this Agreement, CommBox will, where reasonably practicable and subject to legal retention requirements:
(a) cease processing Customer Content for service provision; and
(b) delete or de-identify Customer Content from CommBox systems within a reasonable period, except for copies retained in backups in accordance with CommBox’s retention and recovery processes.

​

5A.7 Customer responsibilities
The Licensee is responsible for:
(a) ensuring it has all rights and permissions to provide Customer Content to CommBox; and
(b) ensuring Customer Content complies with applicable laws and does not infringe third-party rights.

​

6.    Warranties and exclusions

(a)    Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on CommBox Pty Ltd and its subsidiaries, affiliates, and suppliers ("Implied Terms"). If these Implied Terms apply, CommBox Pty Ltd's liability will be limited at its option to resupply, repair or replacement of the Product or the cost of such resupply, repair or replacement, to the extent permitted by law.

​

(b)    Unless otherwise explicitly agreed to in writing by CommBox Pty Ltd, subject to the Implied Terms, all representations, guarantees, conditions and warranties of any nature are expressly excluded.

​

(c)    Nothing in this clause excludes, restricts or modifies your rights under an Implied Term.

​

7.    Exclusion of damages

Subject to any Implied Term, CommBox Pty Ltd, its directors, officers, employees, or agents will not be liable to you or any other party for indirect, consequential, special, incidental, punitive or exemplary damages of any kind (including lost of revenues or profits or loss of business) arising in connection with these Terms, the Product, any software for the Product or any support services for the Product, whether based on contract, tort, statute, or any other legal theory.

​

8.    Limitation of liability and remedies

To the extent that the applicable jurisdiction limits CommBox Pty Ltd's ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.

​

9.    Licensee indemnity

You will indemnify CommBox Pty Ltd, its directors, officers, employees, agents and contractors in full against any liability, loss, damages, costs and expenses as a result of or in connection with your use of the Product, including but not limited to, any modification by you of the Product which causes the Product to infringe the intellectual property rights of a third party.

​

10.    Variation of Terms

CommBox Pty Ltd reserves the right to amend these Terms from time to time without notice to you and you will be subject to the Terms in force at the time you purchase the Licence for the Product or download the Product whichever is applicable.

​

11.    Termination

Without prejudice to any other rights, CommBox Pty Ltd may terminate this Agreement immediately and without further notice if you fail to comply with the Terms of this Agreement. In such event, you must destroy all copies of the Product. CommBox will provide reasonable notice where practicable, except where immediate suspension/termination is required to protect security, comply with law, or prevent harm.

​

12.    General provisions

(a)    Any provision of, or the application of any provision of this Agreement, which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

​

(b)    Any provision of, or the application of any provision of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

​

(c)    The failure, delay, relaxation or indulgence on the part of a part in exercising, in part or whole, any power, right or remedy conferred upon that party by these Terms shall not operate as a waiver of that power, right, or remedy.

​

(d)    This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written.

​

(e)    If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

​

(f)    This Agreement shall be governed by and construed in accordance with the laws of New South Wales.

​

 

SCHEDULE 1 PRODUCT

Name of Product: CommBox OS

​

Details of Product: CommBox OS is the android operating system, apps and tools on CommBox Interactive, LED and Commerical Display products. This includes all applications installed that were developed by CommBox, have CommBox branding or installed at the time of purchase.