1. These Terms and Conditions (“Terms and Conditions”) in this End User Licence Agreement (“EULA”) govern your relationship with Fusion Signage Pty Ltd (“us”, “we”, or “our”) and the provision of its service Fusion Signage through the website domain https://app.fusionsignage.com.au (the “Service”) operated.
2. Subject to your strict compliance with Terms and Conditions we grant you the right to use both the Service and our software which enables the display and download of content on a device to display on a digital screen or screens (“Software”). Pursuant to the Terms and Conditions, we provide you access to the Service and Software on a choice of contract periods being monthly, annual, or three yearly basis . The EULA is based on the display of unique content per screen/device.
3. Please read these Terms and Conditions carefully before choosing a contract period and using the Service and Software.
4. Your access to and use of the Service and Software is conditioned on your acceptance of and compliance with these Terms and Conditions contained herein.
5. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
6. By accessing or using the Service and Software you agree to be bound by these Terms and Conditions. If you disagree with any part of the terms, then immediately stop using the Service.
7. To enter into this EULA and set up an account with us to use the Service and the Software. You must be a real person or a legal entity; The use of “bots” or any automated means of setting up an account are not permitted.
8. You must provide your legal full name, valid email address and any other information requested to set up an account. Providing false or fake information is strictly prohibited and will be reported to the relevant authorities.
9. You are responsible for maintaining the security of your account and details. We are not responsible for any loss or damage you may suffer that results from your failure to comply with the security measures we have put in place to help protect your account, including two-factor authentication.
10. More than one user may access your account and the Service does not prevent multiple logins (from the same or different accounts). We will not however be held liable for any security issues or breaches that occur as a result of the failure to adhere to our security measures or any security measures you should reasonably take by users of your account.
11. You acknowledge and accept that all users to whom you provide access to your account have agreed to comply with these Terms and Conditions.
12. You and all users of your account are responsible for the content you upload and/or create, which is displayed on your screens.
13. You and all your account users are responsible for any activity that takes place on your account.
14. You may not use the Service for any illegal or unauthorized purposes.
15. You must not violate any laws in your jurisdiction, including but not limited to any copyright laws.
16. Where offered by us only one person or legal entity may open and use a free trial licence account. The use of multiple free trial licence accounts to manage a network of screens is strictly prohibited. Likewise, no combination of free and paid accounts is to be used. Strictly one account per person or legal entity.
17. In some situations, our partners, integrators or distributors may request access to your account. We are not liable for any security issues or breaches that occur as a result of your failure to impose security measures in your allowing them access to your account.
18. You acknowledge that we have access to your account for the purposes of supporting and troubleshooting any issues that may arise.
19. We do not warrant that the Service will be uninterrupted, or error-free. In the event of a disruption or error we will endeavour to resolve the issue as quickly as possible. A distribution to our Service will not impact the content being displayed on your screens, only your ability to update your content.
20. We support and sell the Service through a partner network and those partners may be responsible for the supply of hardware, installation and ongoing maintenance and support. When purchasing access to the Service in this way you are still bound by the Terms and Conditions set out in this EULA.
21. The cost of the licence when purchased through a partner must be paid directly to that partner and may form part of an invoice including hardware and other goods.
22. Failure to pay a partner for your licence may result in cancellation or termination of your account.
23. Purchasing a licence grants you a limited, non-exclusive, non-transferable, non-assignable right to use the Service and Software for ONE SCREEN ONLY strictly subject to all of the Terms and Conditions set out herein. All rights not expressly granted to you are reserved by us and its licensors. You shall not:
a. Copy, reproduce the whole or any part of the Software;
b. use the Software beyond the rights permitted herein;
c. make use of the Software on more than one device at a time, without prior purchases of additional licences;
d. modify, adapt, translate, create derivative works or improvements based upon any part of the Software other than what may be used in accordance with this EULA;
e. reverse engineer, decompile, disassemble, copy, create derivative works, or otherwise modify the Software, any updates, or any part thereof, nor attempt to locate or obtain its source code;
f. use the Software for purposes of competitive analysis or reverse engineering of the Software, the development of a competing software product or service or any other purpose that is to our commercial disadvantage;
g. or make use of the Software in any manner not stipulated within this EULA or any documentation accompanying the Software from time to time notified to you.
24. Some parts of the Service are billed on a subscription basis (“Subscription(s)”) in which event you will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles can be set on a monthly, annual or three yearly basis. Subscriptions and licences may be automatically renewed at the end of their contract period unless you cancel your subscription in accordance with this EULA. Upon such renewal you will continue to be bound by this EULA until terminated in accordance with the same.
25. Once purchased, the Service is non-refundable. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account. We offer you a free trial account, as well as guided demonstrations for the purposes of testing the suitability of the Service to your needs.
26. Any purchases made directly through us and the Service require a valid payment method, including current and valid credit card, to process the payment for your Subscription. You shall provide us with accurate and complete billing information including full name, address, state, post code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorise us to charge all Subscription fees incurred through your account to any such payment instruments.
27. All payments through the Service are cleared via the Stripe.com payment services or such other service as is available from time to time. In some situations, your credit card provider may perform additional checks to combat fraud.
28. Should automatic billing fail to occur for any reason, we will issue a notice of this failure. Should payment continue to fail access to the Service may be suspended pending full payment.
29. We provide a list of supported hardware and operating systems and are not responsible for issues resulting from incorrect hardware being supplied by yourself or by a partner.
30. We will always attempt to assist you the best we can to ensure the software is working as intended. Any issues that arise from use of the Software or hardware should be directed to the partner who sold the Service and or subscription in the first instance. Issues arising as a result of defects or bugs in the Software should be directed to us using the support button within the Portal contained in the Service.
31. Should your partner cease to operate or supply the Software (at the end of your subscription), you will be given the opportunity to select a new partner to continue your use of the Services or to purchase directly through us.
32. At our sole and absolute discretion we may at any time modify the EULA and/or Subscription fees. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with reasonable prior notice of any changes to the EULA and/or Subscription fees to give you an opportunity to terminate your Subscription before any such changes becomes effective.
33. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount and to be bound by any changes to the EULA.
34. The Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos or other material (“Content”). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness. By posting Content to the Service, you grant us the right and licence to use, modify, perform, display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.
35. You represent and warrant that:
a. the Content is yours (you own all legal and/or moral rights to it) or you have the right to use it and grant to us the right and licence in accordance with this EULA, and
b. the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
36. You are solely responsible for the cancellation of your account through the settings within the Service or by communicating with your partner.
37. If you cancel your Service before the end of your current paid up month or year, your cancellation will take effect by the end of the current paid month or year, and you will not be charged again. No refunds will be issued for any remaining period.
38. We reserve the right to suspend or terminate any use of the Service and Software by you for any breach of this EULA or unauthorised use of the Software. If your right to use the Software is suspended or terminated for any reason, your licence to use the Software immediately terminates without any notice be given to you. However, all provisions of this EULA, with the exception of our granting you licence to use the Service, shall remain in full force and effect and shall survive termination. Upon termination of your right to use the Service, you shall destroy any and all copies of the Software.
39. Upon termination, your right to use the Service and where applicable the Software will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
40. This EULA shall be governed and construed in accordance with the laws of Queensland, Australia, without regard to its conflict of law provisions.
41. Our failure to enforce any right or provision of this EULA will not be considered a waiver of those rights. If any provision of this EULA is held to be invalid or unenforceable by a court, the remaining provisions herein will remain in full force and effect and shall be interpreted so as best to reasonably affect the intent of the parties.
42. This EULA constitutes the entire agreement between you and us regarding the Service, and supersede and replace any prior agreements to which you and us were parties.
44. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO USER UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY USER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL WE OR our LICENSORS BE LIABLE TO USER FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL WE OR OUR LICENSORS BE LIABLE TO USER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SOFTWARE OR the Service, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SOFTWARE OR the Service, ANY CONTENT OBTAINED FROM OR THROUGH THE SOFTWARE OR the Service, THE AMOUNT OR COST OF THE DATA REQUIRED TO USE THE SOFTWARE OR the Service, OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, and to that extent, the exclusions set forth above may not apply to you.
45. You shall defend, indemnify and hold harmless Fusion Signage Pty Ltd, its officers, directors, shareholders, agents and employees from and against the full amount of any and all Losses (defined below) incurred as a result of
a. your use of the Service and/or Software,
b. your violation of applicable law, or
c. any actual or alleged death of or injury to any person suffered arising out of your use of the Service and/or Software, unless caused by our gross negligence or willful misconduct, provided that we:
a. promptly give you written notice of any claim,
b. gives you sole control of the defence and settlement of such claim (provided that you may not settle or defend any claim unless it unconditionally releases us of all liability), and
c. has not compromised or settled such claim.
46. For purposes of this EULA, “Losses” means any and all losses, claims, damages, liabilities or actions or proceedings with respect thereto or expenses, including, but not limited to all legal expenses and any and all other expenses incurred in investigating, preparing, serving as a witness in or defending against, any action or proceeding, commenced or threatened, which a party may be subject to (whether or not such party is named as a party) which arise out of or are related to the subject matter of this Agreement.
47. By clicking on the install button or otherwise installing or using the Software, you hereby agree that you will comply with any and all applicable export laws, restrictions and all regulations of the Australian Government and any other foreign agency or authority with regards to this provision of the EULA.
48. This EULA shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. You shall have no right to (a) assign this EULA, by operation of law or otherwise, or (b) subcontract or delegate the performance of its obligations under this Agreement without our prior written consent which may be withheld by us in our absolute discretion. Any such purported assignment shall be void.
49. We have the right to assign or transfer this EULA to a third party provided we afford you reasonable notice of such assignment or transfer.
50. We may use your business name, business address, logos, content, and other venue related information in our marketing materials including, but not limited to, physical printouts, digital advertising and promotional materials.