Terms of Use

Last updated: 14 November 2020

The term ‘372’, or ‘372 Digital Pty Ltd’ refers to the owner of the Cimara Software whose registered office is Unit 8, 24 Iron Knob Street, Fyshwick ACT 2609 Australia. 372’s company registration number is ACN 159 301 952. The term ‘Customer’ refers to the licensee of the Cimara Software. The term ‘User’ refers to the user of the Cimara Software. The term ‘Software’ refers to the Cimara Software.

By using the Cimara Software, Customer agrees to be legally bound by the terms. If Customer disagrees with any of the terms, then 372 Digital can not grant the Customer Licence to use the Software.

Definitions

The Software is an internet browser, mobile and tablet user interface Software which is derived from 372.

Grant of License

Subject to the terms and conditions below, 372 grants Customer to use the tools and features made available by 372:

  • The right to authorise registered Users to publish content on the Software; and
  • Enable the registered Users to access and use the Software (collectively the “Cimara Software License“). For the avoidance of doubt, the License grant is limited to those Customers who have a valid License.
Use of Software

The following terms and conditions apply:

  • Customer agrees to pay 372 all associated fees governing the Customer’s use of the Software;
  • Unauthorised use of the Software may give rise to a claim by 372 for damages and/or be a criminal offence;
  • Customer shall grant to 372 unlimited access to the Software;
  • Customer shall regularly monitor the Software to ensure that only authorised Users can access secure areas of the Software. Customer is required to assign an authorised administrator to manage the admin tools made available by 372 for each installation of the Software; and
  • Access to and use of the Software is at the User’s own risk and 372 do not warrant that the use of the Software or any material downloaded from it will not cause damage to any property, including but not limited to loss of data or computer virus infection.
Indemnification

Customer agrees to indemnify and hold harmless 372, and its successors and assigns, from any claim, action, liability, loss, damage, or suit arising from:

  • The existence or anyone’s use or inability to use the Software;
  • The activities made, provided and or serviced by other parties in conjunction with the Software;
  • The unavailability of the Software. 372 will work to ensure high availability of the Software is maintained however do not warrant that the Software shall be available on an uninterrupted basis;
  • Breach of security. 372 is committed to ensuring that Customer information it collects is secure and have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information. 372 however do not warrant that the security of the Software is foolproof;
  • The inaccuracy or incompleteness of the Software’s content; and
  • Any death or personal injury, or for fraudulent misrepresentation arising from the use of the Software.
Copyright
  • All rights, save as expressly granted, are reserved to 372. Reproduction in any form of any part of the contents of the Software is prohibited;
  • The Software remains the Intellectual Property (IP) of 372 and may be updated from time to time by 372 without notice;
  • The Software will be contained as installed by 372 in one or several server locations at all times and may not be installed by another party in any other location; and
  • All other IP (excluding the IP owned exclusively by 372) shall be owned by the party who created it and if created jointly by more than one party, then that jointly created IP shall be owned as tenants in common in equal shares by the parties who jointly created it.
Right Reserved by 372

372 has the right to reference non-confidential information of the Software in printed or electronic format for marketing and promotional purposes.

Software License Term and Termination
  • The term of the License takes effect immediately on the date of Customer Agreement and continues indefinitely, unless terminated earlier. Notwithstanding the foregoing, the License will automatically terminate upon the expiration or termination of the License Agreement for any reason;
  • 372 may terminate the License Agreement immediately with or without notice, if the Customer fails to perform their obligations under the Licence Agreement and any other associated conditions agreed in writing outside the Licence Agreement. In the event of 372’s termination of the License Agreement, all unpaid invoices are payable and prepaid fees made by the Customer and or authorised associates are non-refundable; and
  • Customer may terminate the License Agreement by giving 372 at minimum thirty (30) days’ notice of termination.
Transfer of License

Customer may transfer the License to another party by giving 372 minimum sixty (60) days notice via email. Customer will be required to submit a ‘Cimara Transfer of License’ form supplied by 372. Transfer fees apply subject to the conditions.

Customer Default

Customer agrees to reimburse 372 on demand for any costs or losses sustained or incurred by 372 arising directly or indirectly from the Customer being at default.

Governing Law and Jurisdiction

Customer agrees that the Terms of Use of the Software are governed by international law and any dispute regarding the Software shall be subject to the exclusive jurisdiction of the courts in Australian Capital Territory, Australia.

 

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