This Subscription Agreement (the “Subscription Agreement”) is between Formation Technology Pty Ltd trading as Camsao (“Camsao”) and the company or entity agreeing to these terms (“Company”). This Subscription Agreement sets out the legally binding terms for the Company’s access to Camsao’s web and mobile based applications, software and services (the “Service”). By clicking “Purchase,” or using the Service as a paid premium user, Company agrees to the terms of this Subscription Agreement. If an individual is entering into this Subscription Agreement on behalf of an organisation such organization shall be deemed the Company and such individual represents and warrants that they have the power and authority required to bind the organisation to this Subscription Agreement.
1. The Service
The Service allows you to create tasks and associated information, text, files and other materials (together the “Content”) and to share that Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Service and associated support; and (ii) analysing and improving the operation of the Service.
Camsao will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of Company Data that are designed to protect the integrity of Company Data and to guard against the unauthorised or unlawful access to, use of or processing of such Company Data. “Company Data” mean the structured data and any files or attachments submitted to the Service by Company, as well as the account and contact information submitted to the Service by Company and its End Users.
2. Company Obligations
- Administration: Company may specify one or more administrators (each an “Administrator”) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by End Users. Company is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; and (iv) ensuring that each Administrator’s use of the Service complies with this Subscription Agreement. Camsao shall not be held liable for any actions on the part of Company’s Administrator(s).
- End Users: Company is responsible for use of the Service by its End Users and for their compliance with Camsao’s Terms of Service. Company is also responsible for providing any notice and obtaining any consents and authorisations necessary: (i) to allow the Administrator to access, monitor, use and disclose the content posted by the End Users on the Service; and (ii) to allow Camsao to provide the Administrator with access to such End User content. The Service is not authorised for use by persons under the age of 13 and Company will ensure that it does not allow any person under 13 to use the Service. Company will promptly notify Camsao if it becomes aware of any unauthorized access to Company’s account or the Service.
- Restrictions: Company will not: (i) rent, sell, resell or lease the Service to any third party; (ii) use the Service for any purpose where either the use or the failure of the Service might lead to personal injury, death or physical damage; or (ii) disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
- Suspension: Camsao may request that Company suspend the account of any End User who: (i) violates this Subscription Agreement or Camsao’s Terms of Service; or (ii) is using the Service in a manner that Camsao reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Camsao. If Company fails to promptly suspend or terminate such End User’s account, Camsao reserves the right to do so.
3. Intellectual Property Rights
- License to Use Company Content: Company grants to Camsao a limited, non-exclusive and non-transferable license to access, use, copy, reproduce, process, adapt, publish, transmit and display content submitted to the Service by the End Users (the “Company Content”) for the limited purpose of (i) providing the Service and associated customer support to Company; (ii) displaying the Company Content to the End Users; and (iii) analysing and improving the Service.
- Reservation of Rights: Except as expressly provided, this Subscription Agreement does not (i) grant Camsao any rights or interest in or to the Company Content or any Company Intellectual Property; or (ii) grant Company any rights or interest in or to the Service or any Camsao Intellectual Property. The term “Intellectual Property” means any current or future worldwide rights under any patent, copyright, trademark, or trade secret, any moral rights or any similar rights.
- Company Suggestions: Camsao may incorporate into the Service any suggestions or feedback received from Company without any obligation to Company and any such modifications to the Service shall be the sole and exclusive property of Camsao. Camsao may also share and publish aggregate, anonymised data about the use of the Service by customers.
- Company List: Camsao may include Company’s name in a list of Camsao’s company’s online and in print and electronic marketing materials.
4. Fees and Payment
Fees are non-refundable except as required by law or as explicitly provided. Company will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Company authorises Camsao to charge such fees using Company’s selected payment method. By default, customer accounts are set to auto-renew and Camsao may automatically charge Company for such renewal on or after the renewal date associated with Company’s account unless Company has cancelled the Service prior to its renewal date. Camsao may revise fee rates for the Service from time to time and will provide Company’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior to Company’s Service renewal date. Company is responsible for providing complete and accurate billing information to Camsao. Camsao may suspend or terminate Company’s use of the Service if fees become past due. Company is responsible for all taxes and Camsao will charge tax when required to do so by law.
5. Term and Termination
This Subscription Agreement will remain in effect until Company terminates its subscription to the Service or until this Subscription Agreement is otherwise terminated. Company may terminate this Subscription Agreement at any time. In addition, either party may terminate this Subscription Agreement if: (a) the other party is in material breach and fails to cure such breach within thirty(30) days following receipt of written notice from the non-breaching party; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In the event that this Subscription Agreement is terminated, (i) the rights granted to Company pursuant to this Subscription Agreement will cease immediately; and (ii) any premium features provided to Company will cease to be provided. The following sections will survive expiration or termination of this Subscription Agreement: Sections 3(b) and (c), 5-8, and 10.
- Confidentiality: During the course of their performance under this Subscription Agreement, each party may make available to the other party information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to the Company, Confidential Information also includes the Company Content.
- Obligations: Except as otherwise expressly permitted under this Subscription Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. Camsao may disclose Company’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing Camsao’s obligations under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Company may disclose Camsao’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement.
- Exclusions: The obligations in Section 6(b) shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.
Company hereby agrees to indemnify, defend and hold harmless Camsao, its licensees and licensors, and their employees, contractors, agents, officers and directors, from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable attorney’s fees) arising from or as a result of any claim by a third party against Camsao regarding: (i) use of or access to the Service by Company or its End Users in violation of this Subscription Agreement or Terms of Service; or (ii) any data or Company Content transmitted or received through Company’s account.
8. Limitation of Liability
To the maximum extent permitted by law, in no event shall Camsao, its affiliates, agents, directors, employees or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, data or other intangible losses that result from this Subscription Agreement, whether or not Camsao has been warned of the possibility of such damages and even if a remedy fails of its essential purpose. Camsao’s liability for all claims related to this Subscription Agreement shall not exceed the amounts paid by Company to Camsao in connection with your use of the Service during the twelve (12) month period prior to the claim giving rise to such liability.
The Service is hosted from facilities in the United States. Camsao makes no representations that the Service is appropriate or available for use in other locations. Company’s who access or use the Service from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If Company is located outside of the United States, Company agrees that Camsao may transfer, store and process Company Content in locations other than Company’s country. Camsao complies with the U.S. – E.U. Safe Harbor Framework and the U.S. – Swiss Safe Harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from European Union member countries and Switzerland.
The export and re-export of Content via the Service may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Service may not be used in any country that is subject to an embargo by the United States and Company may not use the Service in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Company must ensure that the Service is not made available for use by persons or entities blocked or denied by the United States government.
- Amendments: Camsao may revise this Subscription Agreement from time to time by posting the amended version on its website at least thirty (30) business days prior to the effective date of the amendments being made; provided, however, that no such amendment shall include a reduction in Company’s rights or Camsao’s obligations unless affirmatively agreed to by Company in advance. If, in Camsao’s sole and reasonable discretion, the amendments being proposed are material, Camsao will notify Company of such proposed amendments via email to the email address associated with Company’s account. By continuing to access or use the Service after the posted effective date of amendments to this Subscription Agreement that do not include a reduction in Company’s rights or Camsao’s obligations, Company agrees to be bound by such amendments.
- Governing Law: This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to conflict of law provisions. Company agrees that any action at law or in equity arising out of or relating to your use of the Service or this Subscription Agreement shall be filed only in the state or federal courts located in Victoria, Australia and Company consents and submits to the jurisdiction of such courts for the purposes of litigating any such action, provided that the foregoing shall not prevent Camsao from seeking injunctive relief in a court of competent jurisdiction.
- Relationship: Relationship. The parties are independent contractors with respect to all services provided under this Subscription Agreement.
- Force Majeure: Except for payment obligations, neither Camsao nor Company will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service.
- Assignment: This Subscription Agreement may not be transferred or assigned by you, but may be assigned by us without restriction.
- Entire Agreement: This Subscription Agreement constitutes the entire agreement between you and Camsao concerning the subject matter and replace any prior agreements, terms or conditions. If a provision of these Terms is found to be unenforceable, the remaining provisions of this Subscription Agreement will remain in full force and effect.
- Waiver: Camsao’s failure to enforce any provision of this Subscription Agreement shall not be deemed a waiver of its right to do so later.