THE TERMS AND CONDITIONS ("TERMS") SET OUT THE TERMS SIGN SITE GROUP PTY LTD ("SIGN SITE", "US", "WE", "OUR") PROVIDE YOU ("YOU", "YOUR", "CUSTOMER") WITH ACCESS TO THE SIGN SITE GROUP SIGN DIRECTOR SIGNAGE SERVICE ("SERVICE") ON GOOGLE PLAY ("WEBSITE"). PLEASE READ THESE TERMS CAREFULLY AND ENSURE THAT YOU HAVE UNDERSTOOD THEM. BY DOWNLOADING OUR APPLICATION YOU WARRANT THAT YOU UNDERSTAND AND ACCEPT THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A BUSINESS, YOU CONFIRM THAT YOU ARE AN AUTHORISED REPRESENTATIVE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF THE BUSINESS. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO THE BUSINESS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE CEASE USE OF THE SERVICE IMMEDIATELY.
WE RECOMMEND YOU PRINT AND FILE A COPY OF THESE TERMS.
"Contract" means the contract between us and you for provision of the Service and which incorporates these Terms;
"Content" means any and all data, documents, files, multimedia files, third party sites, images, videos, and any other information or material (in any format) provided by you or the Users to the Service;
"Hardware" means your physical device used to access and Use the Service;
"Intellectual Property Rights" means all intellectual property rights including without limitation, Content Creator's reproduction rights, Content Creator's distribution rights, Content Creator's rental rights and Content Creator's lending rights (collectively referred to as "Content Creator's Property Rights"), patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or register able and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
"Login Details" means the your unique username and password required for all Users to access the Service;
"Minimum Requirements" means the minimum level of specifications required for your Hardware in order for you to use the features of the Service;
"Network" means the electronic communications network used by us to provide the Service;
"Pair" or "Paired" means a Screen that you have registered to the Service permitting you to view your Content on the Screen using your Hardware;
"Screen" means any and all Paired television, monitor or other device supported by our service;
"Service" means the digital Sign Director service made available to you through the Application;
"User" means any individual person who has been permitted to use the Service with the provision of individually identifying Login Details.
2.1 The Service and Application are owned and by Sign Site Group Pty Ltd ABN 21 620 267 085 and having its registered address at 34 French Avenue, Brendale QLD 4500.
2.2 The Service is intended to be used as a supporting tool for commercial purposes.
3.1 In order to access and Use the Service you shall be required to download the SignDirector application and link to your existing SignDirector account.
3.2 You shall keep, and ensure that all Users keep, any Login Details strictly confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to disable your Login Details and suspend your access to the Service in the event that any User has breached any of the provisions set out herein.
4.1 We may terminate or suspend your access and use of the SignDirector Service immediately on notice to you in the event that:
4.1.1 Network providers and third party services cease to make the third party service or network available to us;
4.1.2 You fail to comply with one or more of the set out Terms;
4.1.3 We believe that there has been fraudulent use, misuse or abuse of features and functionalities of the Service (in whole or in part); or
4.1.4 We believe that you have provided us with any false, inaccurate or misleading information,
4.2 Upon termination service with us in accordance with this clause 4, all User's access to the Application shall cease and any Content will no longer be accessible through the Application.
5.1 The Service allows you and your Users to Pair Screens to view Content. The number of Screens that may be Paired is conditional, we reserve the right to restrict the number of Screens you have Paired.
5.2 We shall make all reasonable endeavours to ensure the Sign Director Service is available to all Users at all times. But this cannot be guaranteed to be uninterrupted or free of fault.
5.3 By conditions or circumstances beyond our control our ability to provide the Service may be impaired, including; without limitation third party service providers, geographic and atmospheric conditions, local physical obstructions, software and hardware features or functionality of your personal computer, operating system and the number of other users logging onto the Service, server and/or Network at the same time. We shall make reasonable all reasonable endeavours to minimise all disruption caused by such circumstances but it is acknowledged, agreed and accepted that some such interruptions may not be avoidable.
5.4 The Network is not controlled by Sign Director and may from time to time be modified, upgraded, subject to maintenance work or amended otherwise by the owner of the Network. The service may be temporarily unavailable due to such circumstances.
5.5 We use industry standard security measures, however, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content. However, we use reasonable endeavours in order to prevent such actions and unauthorised access from happening.
5.6 We reserve the right at time to time at our sole discretion to make changes to the Service or part thereof. We may from time to time update, add, remove, modify and/or vary any features or functionalities of the Service.
5.7 We offer basic support services during standard business hours, Monday to Friday (excluding Australian public holidays) in respect of your Use of the Service, which comprises of:
5.7.1 advice on access and Use of the Service; and
5.7.2 diagnosis of interruptions to the Service ("Fault"),
5.8 Fault diagnosis is subject to theUser providing a clear description of any Fault requiring support, including the circumstances in which it arose, the area of the Service to which the Fault relates and any other information reasonably required by us to locate and remedy the Fault.
5.9 Subject to the provision of a description in accordance with clause 5.8 above, we shall make all reasonable endeavours to resolve the Faults within a reasonable time frame following receipt a User's request
5.10 We reserve the right to exclude support in but not limited to; Faults resulting from,
5.10.1 use of the Service outside of a purpose for which it was not designed;
5.10.2 a fault in your software, hardware, network connections or application or any upgrade in respect thereof; or
5.10.3 a fault in the equipment or in any other software operating in conjunction with or integrating with the Service.
6.1 It is agreed that sole responsibility and liability for all activities on the application and Use of the Service, remain with the User.
6.2 You shall notify us immediately in the event of any breaches of security or any unauthorised Use of Login Details.
6.3 You are solely responsible for ensuring that any and all Content is deemed not to be offensive, illegal, inappropriate or that in any way:
6.3.1 promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
6.3.2 harasses or advocates harassment of another person;
6.3.3 displays pornographic or sexually explicit material;
6.3.4 promotes any conduct that is abusive, threatening, obscene, defamatory or libellous-;
6.3.5 promotes any illegal activities;
6.3.6 provides instructional information about illegal activities, including violating someone else's privacy or providing or creating computer viruses;/p>
6.3.7 promotes or contain information that you know or believe to be inaccurate, false or misleading;
6.3.8 engages in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
6.3.9 contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Website; or
6.4 You acknowledge that you own or are licensed and have a right to use any and all the Intellectual Property Rights in any Content that you load to the Application. You hereby indemnify and hold us harmless against all damages, losses, costs and expenses (including any/all reasonable legal expenses) incurred by us arising out of or in connection with any claim made against us by a third party arising out of or in connection with our use or possession of any Content in accordance with these Terms.
6.5 In the event that we believe any User is in breach of any of the terms within clause 6, we reserve the right at our sole and absolute discretion to terminate your access to the Application.
7.1 The application is provided free of charge as a supporting tool to all ongoing Sign Director customers who hold an update to date subscription licence. An existing subscription licence from our website must be held to enable access to all application functionalities.
8.1 You hereby verify that (a) all Users are at least 18 years old; (b) you have the right and authority to enter into and be bound by these Terms; and (c) you shall comply with all applicable National and International laws regarding the Use of the Service.
8.2 The Service is provided to assist licenced users with viewing Content on Screens and should not be used as a storage backup facility. You should ensure that all Users have adequate back-up facilities for all Content. We are not to be liable for any losses or damages incurred by any user in connection with your failure to implement adequate back-up facilities in respect of any Content.
8.3 You acknowledge and understand that we use compression techniques in order to relay Content on Screens, this may result in a reduced image quality when viewing on a Screen. We do not guarantee that any attempt to Pair a Screen will be successful. Screens are subject to meeting certain specifications specified by us.
8.4 We shall not be liable for any delay or failure to provide the Service and/or make the Application available for reasons that is due to third parties including without limitation internet service providers, data centres, server hosting companies and telecommunication providers.
8.5 All conditions and terms other than those expressly set out herein whether express or implied or otherwise are hereby expressly excluded to the fullest extent permissible by law. Consequently all information, advice, suggestions and recommendations made available to you are provided to you on an "as is" basis.
8.6 Terms shall not be deemed to exclude, restrict or limit liability for the following categories:
8.6.1 death or personal injury resulting from negligence;
8.6.2 any liability for fraudulent misrepresentation;
8.6.3 any act of liability caused through wilful default; or
8.6.4 any indemnity provided hereunder.
Subject to clause 8.6, neither party shall be responsible for any:
8.7.1 loss of profits, sales, business, or revenue;
8.7.2 loss or corruption of data, information or software;
8.7.3 loss of business opportunity;
8.7.4 loss of anticipated savings;
8.7.5 loss of goodwill; or
8.7.6 special, indirect or consequential loss,
8.8 Subject to clause 8.6, both parties’ maximum aggregate liability towards one another, arising from or in connection with these terms or otherwise shall not exceed the total licence fee paid by you under the licence agreement in the twelve (12) months prior to the month in which the event or series of events arose (and in the event less than 12 months have elapsed, the aggregate liability shall be limited to the Fees payable by you in the first 12 months of your agreement.
9.1 We own all rights in the Intellectual Property Rights relating to the Application. All rights, title and interest in and to the Service and the Application will remain exclusively with us.
9.2 You are expressly prohibited from:
9.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Service of the Application; and
10.1 You shall ensure that all User's use of the Service is compliant with all relevant applicable laws, regulations and policies relating to data protection.
10.2 In the event that any Content contains Personal Data, you shall guarantee that you are authorised to transfer such Personal Data to us so that we may lawfully process the Personal Data for the purpose of performing our obligations under these Terms and that all relevant third parties have given their consent to our processing of the Personal Data in accordance with these Terms.
10.3 We may collect and process the following information:
10.3.1 information that you provide to us from time to time, including Content or any requests for further information or services. We may also ask you for information when you report a problem with our Application;
10.3.2 if any User contacts us, we may keep a record of that correspondence;
10.3.3 details of Users' visit to the Website and use of the Application, including searches requested, page response times, lengths of visits;
10.4 We take all appropriate measures to ensure that any Personal Data is stored securely. Unfortunately, we cannot guarantee the security of information transmitted via the internet. Although we will take all available measures to protect Personal Data, we cannot guarantee the security of Users' data when transmitted through the application; any transmission is at your own risk.
10.5 We use information held about Users in the following ways:
10.5.1 to ensure that our Service is presented in the most effective manner for you and your Users;
10.5.2 to carry out our obligations arising from any contracts entered into between you and us;
10.5.3 to notify you about changes to our Service;
10.5.4 as part of our efforts to keep our Service safe and secure;
10.5.5 to make suggestions and recommendations to you and Users about Sign Site Group services that may be of interest to you or them;
10.5.6 to make improvements to the Service; and
10.5.7 to notify you about any changes to our Terms and Conditions.
11.1 We may in any of our marketing material refer to you as our customer and detail the services that we have provided to you.
11.2 Not without written consent, we may publish and circulate a case study detailing the Service supplied by us to you
12.1 Unless otherwise set out to the contrary in these Terms, each party (the "Receiving Party") shall keep confidential all information and documentation disclosed by the other party (the "Disclosing Party") to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any operations, products, processes, dealings, trade secrets or the business of the Disclosing Party or which is identified by the Disclosing Party as confidential ("Confidential Information") and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms and/or improving performance of the Service. Other than to its employees, affiliates and sub-contractors to the extent that it is reasonably necessary for the purpose of performing its obligations under these Terms, the Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
12.2 The obligations contained in Clauses 12.1 shall not apply to any Confidential Information which is:
12.2.1 on the date your subscription comes into effect, or at any time after that date, in the public domain other than through breach of these Terms by the Receiving Party;
12.2.2 furnished to the Receiving Party without restriction by a third party having a bona fide right to do so;
12.2.3 required to be disclosed by the Receiving Party by law or regulatory requirements of any market place/stock exchange, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
13.1 If we fail at any time to insist upon strict performance of our obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
13.2 You shall comply with all national and international laws and regulations which apply to your Use of the application in the country you are physically located, including without limitation, export control laws and regulations.
13.3 Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of each party, provided that the non-performing party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such causes are removed.
13.4 A waiver by us of any default shall not constitute a waiver of any subsequent default.
13.5 No waiver by us of any of the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
13.6 All notification and communication should be sent to the contact details set out in clause 14 below (in the case of Sign Site Group) or the contact details provided by you on accessing your subscription licence. A notice or communication is deemed given: if sent by e-mail on completion of its transmission.
13.7 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
13.8 Your agreement represents the entire agreement between you and us in respect of your use of the Application and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
13.9 You acknowledge that in entering into these Terms, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether within the application, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in these Terms.
13.10 These Terms are governed by and construed in accordance with Australian law.
13.11 We may make amendments to these Terms by the provision of written notice on our Website. By continuing (or Users continuing) to Use the Service after expiry of the notice period, you will be deemed to have accepted any amendment to these Terms.