fusion signage pty ltd
terms of use
1.0 background
Thank you for visiting our Terms of Use (Agreement), we are Fusion Signage Pty Ltd ACN 644 714 081 (Fusion Signage P/L, we, our, us and other similar terms). We provide a digital signage content management system which allows end-users to design, create, manage, display and update their User Content on Screens in their businesses, known as Fusion Signage (Fusion Signage).
This Agreement outlines the terms and conditions associated with your use of Fusion Signage. It is your obligation to ensure that you have read, understood and agreed to the most recent terms available at www.fusionsignage.com.au.
2.0 agreement
2.1 Accepting this agreement
By obtaining, accessing or creating a Fusion Signage Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using Fusion Signage.
You must not use Fusion Signage if you are not able to form legally binding contracts or are under the age of 18. If you create, access or use an Account on behalf of your employer, customer or any other entity, you represent and warrant that you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.
2.2 About this agreement
Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout the Agreement or in clause 17. They aid to clarify the terms and conditions. Please feel free to email us at contact@fusionsignage.com.au if you have any questions.
3.0 term
This Agreement will commence when you obtain a Fusion Signage Account through our Agents or when you create an Account for Fusion Signage directly through our Website. It will continue for the Licence Duration unless otherwise terminated in accordance with clause 15.
If this Agreement is not renewed prior to the expiry of the then current Licence Duration, your licence will automatically terminate and you will not be able to distribute content using Fusion Signage.
4.0 licence
We grant you a non-transferrable, non-exclusive and revocable licence to access and use Fusion Signage for the Licence Duration, subject to and conditional upon your compliance with the terms and conditions of this Agreement, the Usage Restrictions and the other details of the Licence Type you procure.
5.0 payment
You must pay all Licence Fees in accordance with the Payment Terms, whether they are paid direct to us or to our Agents.
Unless expressed otherwise, Licence Fees are quoted in Australian Dollars and are exclusive of GST, withholding taxes, duties and charges imposed or levied in Australia, or overseas, in connection with this Agreement.
You are responsible for all bank fees and charges applied by the financial institute which you choose to use.
You may pay the Licence Fee to our Agents in accordance with the Payment Terms and where you no longer have a relationship with that Agent, then directly to us. If you purchase Fusion Signage directly from us, the Licence Fees must be paid to us directly and in accordance with the Payment Terms.
6.0 trial services
We may make Fusion Signage available to you free of charge, solely on a demonstration or trial basis (Trial Services). Unless otherwise specified, the trial period commences from the date you create a trial Account and terminates in 21 days (Trial Period). Access to Fusion Signage will automatically end at the expiration of the Trial Period.
We provide the Trial Services “as is” and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply.
7.0 access and support
7.1 Access
You acknowledge and agree that Fusion Signage will only be accessible using the internet, by users with a valid Account and will not operate without an internet connection.
7.2 Support
Support for Fusion Signage is provided in accordance with the support arrangements made available via our support website at https://support.fusionsignage.com.au/.
Our Agents may request access to your Account. While these people operate as our Agents for the sole purpose of entering into this Agreement with you on our behalf, they do not have authority to act on our behalf, beyond that scope. Where you purchase Hardware from entities or individuals who also act as our Agents, you do so under contract with them directly. Similarly, when you seek assistance from them and provide them with access to your account, those services are provided directly by that entity or individuals and in those circumstances they are not acting as our agents.
7.3 Fusion Signage outages and system maintenance
If it is necessary to interrupt your use of Fusion Signage, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, Fusion Signage will be unavailable.
You acknowledge that access to Fusion Signage may be changed, interrupted or discontinued for many reasons, some of which are beyond our control, and during routine maintenance there may be updates to Fusion Signage which may change the interface and manner in which it functions.
You agree that we are not liable for any loss, foreseeable or not, arising from any temporary interruption to your access to Fusion Signage, planned or not, and any such interruptions will not constitute a breach by us of this Agreement.
8.0 your use of fusion signage
8.1 Usage restrictions
The License granted to you under this Agreement shall be solely for the display of User Content on the number of Screens which you procured as part of your Licence Type. Any use of Fusion Signage on additional Screens requires the purchase of an alternative license.
You acknowledge that access to certain features of Fusion Signage, may be subject to restrictions or limitations based on your selected Licence Type.
8.2 Fusion Signage account
In order to use Fusion Signage and create a Fusion Signage Account, you are required to provide Personal Information.
You agree to provide any information reasonably requested by our Agents or us for the purpose of setting up your Account. You warrant that all of the information you provide is accurate and complete in all respects, you will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.
8.3 Account security
Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep Fusion Signage secure and we ask you to contribute.
You are responsible for the activities undertaken using your Account which occur via Fusion Signage, whether such activities are authorised by you or not (including those carried out by our Agents in their personal capacity).
You must educate your users regarding the importance of safeguarding the security credentials when accessing your Account and ensure that they comply with the terms of this Agreement. We are not liable for any security issues or network breaches that occur as a result of your failure to impose security measures on your Hardware or where you allow third parties to access your Account.
8.4 Lawful use of Fusion Signage
You undertake not to upload, store or access any data on or use Fusion Signage if such access or storage would infringe a person’s Intellectual Property rights, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia).
8.5 Conduct which is expressly prohibited
You may only acquire and make use of Fusion Signage for the sole purpose of meeting your internal business needs.
You must not:
(a) exceed the Usage Restrictions or other limits imposed by the Licence Type procured;
(b) gain access to parts of Fusion Signage that you are not authorised or entitled to access under your Licence Type;
(c) in any way tamper with, hinder or modify Fusion Signage;
(d) use Fusion Signage directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;
(e) knowingly transmit any viruses or other disabling features to or via Fusion Signage;
(f) intentionally disable or circumvent any protection or disabling mechanism of Fusion Signage;
(g) install or store any software applications, code or scripts on or through Fusion Signage;
(h) use Fusion Signage in any way which could be reasonably expected to interfere with or damage our systems, any other operator's systems, or another user's enjoyment of Fusion Signage;
(i) use Fusion Signage in connection with a breach of any law in Australia or the jurisdiction in which you operate; or
(j) attempt, facilitate or assist another person to do any of the above acts.
8.6 Right to suspend
We reserve the right to limit or suspend all or part of your access to Fusion Signage and alter your Account information, if in our reasonable opinion:
(a) you are in breach of any material terms of this Agreement;
(b) your Account information is incomplete;
(c) your Account is not used for a period of greater than 12 months; or
(d) we suspect a security breach associated with your Account.
Suspending your Account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Licence Fees.
9.0 privacy
You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.
10. third party services
10.1 Third Parties
Certain components or features of Fusion Signage include applications, content and services that are operated 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 nor the consequences which arise from such faults;
(b) in no way liable for any data, content or materials made available through such Third Party Services; and
(c) not liable for any damages you incur or allege to incur, either directly or indirectly as a result of your use and/or reliance upon any such Third Party Services.
10.2 Scope of our Agents
If you purchase a Licence Type through our Agents, this clause 10.2 applies to you.
You acknowledge and agree that those Agents operate solely as Agents for the purpose of entering into this Agreement and are not providing Hardware or services on our behalf. Any Hardware or services provided by our Agents are provided in their personal capacity and not as agents for us.
Subject to any Non-excludable Conditions, we are not liable for any:
(a) issues, defects, or malfunctions related to the Hardware;
(b) services offered by our Agents;
(c) any unauthorised content displayed on the Screens through the use of Fusion Signage due to actions or inactions of any third party including our Agents; or
(d) security incidents or network breaches caused as result of the fault or negligence of your staff, third parties or our Agents who undertake work beyond the scope of their agency with us.
Our obligations to you are limited to the provision of Fusion Signage and related support services provided directly by us, as set out in this Agreement. All other obligations including but not limited to the supply of Hardware, installations on your Hardware, and ongoing Hardware maintenance and services will be solely between you and our Agent, acting in their personal capacity.
11.0 user content and intellectual property
11.1 Your User Content
If you provide us with content, including, without limitation, text, photos, images, audio, video, code, dynamic content such as time, date, weather, news, or websites and any other materials to be displayed on a Screen (User Content), your User Content stays yours. This Agreement does not transfer ownership of User Content to us.
When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, compressions, adaptations or other changes we make so that User Content works better with Fusion Signage), communicate, publish, display, and distribute User Content for the purposes of allowing us to provide, improve and protect Fusion Signage. You waive any claims against us relating to any moral rights or similar rights worldwide that you may have in the User Content.
You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within Fusion Signage.
While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.
11.2 Backing up User Content
You must not rely on us to back up or retain copies of your User Content. You are solely responsible for maintaining copies and backing up User Content.
11.3 Use of our Intellectual Property
You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:
(a) create an adaptation or translation of, all or part of Fusion Signage in any way;
(b) use Fusion Signage in a manner which may infringe any other persons Intellectual Property;
(c) incorporate all or part of Fusion Signage in any other webpage, site, application or other digital or non-digital format; or
(d) except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in Fusion Signage.
12.0 warranties
We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions, and to the fullest extent permitted under the law, we make no warranties or guarantees that Fusion Signage is fault free, regarding Fusion Signage’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, Fusion Signage including its correctness, accuracy, timeliness, completeness, reliability or otherwise.
13.0 limitation of liability
13.1 Implied Conditions
We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
13.2 Limitation of Liability
Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:
(a) loss of profits, any pure economic loss, loss of data or your failure to back up User Content;
(b) Fusion Signage being inaccessible for any reason;
(c) computer virus, trojan and other malware in connection with Fusion Signage;
(d) security vulnerabilities in Fusion Signage or any breach of security that results in unauthorised access to, or corruption of data;
(e) fault or negligence arising from our activities or that of our service providers or Agents;
(f) any unauthorised activity in relation to Fusion Signage;
(g) the occurrence of an Event of Force Majeure; or
(h) any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.
To the fullest extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.
13.3 Indemnity
You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, from your infringement of any third party Intellectual Property rights or your breach of any law including, Privacy.
14.0 dispute resolution
A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 14 before commencing any legal proceedings.
If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.
Each party must pay its own internal and legal costs in relation to complying with this clause 14. The mediator’s costs are to be shared equally.
The parties acknowledge and agree this clause 14 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.
15.0 termination
15.1 Termination
Either party may terminate this Agreement if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 30 days after the receipt of notice to remedy.
We may terminate this Agreement if your Account remains suspended for a period of more than 30 days.
15.2 Actions upon termination
Upon termination you must immediately stop using Fusion Signage, we reserve the right to permanently erase any data and User Content associated with your Account, and you will no longer have access to your Account.
We may, in our sole discretion allow your to access you content on Fusion Signage post termination. If we do, we may revoke that access at any time.
16.0 general
Assignment – Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without the other party’s consent.
Entire Agreement - This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.
Governing law - The laws of Queensland govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.
Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:
(a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
(b) which you send, must be either delivered or posted by prepaid post to the address set out at clause 1 or sent by email to our email address set out at clause 2.2.
Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.
Severability - Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.
Variations to this Agreement – Any variation to this Agreement must be in writing, including via email.
17.0 definitions
Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:
Account or Fusion Signage Account means the username and access credentials used when you access Fusion Signage.
Agent means a third-party entity or individual authorised by Fusion Signage P/L to enter into this agreement on its behalf.
Agreement means these terms and conditions and any document incorporated into them by reference.
Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
Hardware means the customer’s Screens and any other components used to operate Fusion Signage, other than the components of the Fusion Signage system controlled and operated by Fusion Signage P/L.
Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Licence Duration means the period of time attached to the Licence Type which you sign up for.
Licence Fee means either:
(a) the periodic price you must pay our Agent; or
(b) the periodic price as set out on our Website which you must pay us directly;
for access and use of a Fusion Signage as set out on the Licence Type
Licence Type means either:
(a) a Licence Type you have purchased through our Agents;
(b) any one of the Licence Types advertised on our Website from time to time; or
(c) a bespoke Licence Type provided to you in writing by Fusion Signage P/L.
Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Payment Terms mean the obligation to pay the Licence Fees either to our Agents or direct to us in accordance with the Licence Type which you signed up for.
Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.
Privacy Policy means the privacy policy available on our Website as amended by us from time to time.
Screens means an individual component of the Hardware on which the User Content is displayed.
You or your means the person or entity using Fusion Signage to display their User Content on Screens in your business.
Us, we or our means Fusion Signage Pty Ltd ACN 644 714 081.
Usage Restrictions means any limits to the use of Fusion Signage as set out in this Agreement, our Website or in the details of the Licence Type, including the Screen limits.
Website means the website located at https://fusionsignage.com.au/ and any of its subdomains.
for more information please get in touch at contact@fusionsignage.com.au