These terms and conditions (the “Terms of Use”) describe the terms on which City Beach Software (collectively, “City Beach Software”, “we” or “our”) offer you access to the Omnivore application (the “Service”).

By using the Service, you accept the Terms of Use. If you object to the Terms of Use, please do not use the Service.

You represent and warrant that you have the authority to bind the party using the Service to the Terms of Use; you and that party are collectively referred to as “you” or “your” in these Terms of Use.

  1. Modification of Terms of Service
    City Beach Software may change or modify these Terms of Use at any time by posting an update to this page. Amendments take effect on posting. If you do not accept the changes, you should stop using the Service. Your continued use of the Service constitutes your acceptance of any change or modification to these Terms of Use.
  2. Third Party Platforms
    The Service extract data, manage inventory and manage orders on Third Party Platforms such as eBay.com.au and www.westfield.com.au. When you use Third Party Platforms, you do so at your own risk. We do not warrant, endorse or support the Third Party Platforms. It is your responsibility to comply with any terms of use, rules or policies of a Third Party Platform.
  3. Information Rights; Privacy Policy
    City Beach Software may collect, use, disclose and retain data, information and content you provide to us or grant access to when using the Service, or otherwise make available to us through your use of Third Party Platforms. The Data includes your store information, website information, product specifications, product descriptions, product brands, product SKUs, product MPN, product UPC, product GTIN, product category, product image URLs, product sizes, product colours, inventory information, local availability information, pricing, taxes, postage services, postage fees, product reviews, images, trade marks and logos and other product information that you share with Us using the Service. By using the Service, you expressly authorise us to share the Data with Third Party Platforms as we deem necessary to provide the Service to you or for purposes related to the Service. We are not responsible for any acts or omissions by Third Party Platforms, including in relation to your Data.
  4. Intellectual Property Rights
    City Beach Software retains all right, title and interest in and to the Service, including all intellectual property rights in the Service (whether registered, capable of being registered or otherwise). You further acknowledge and agree that (i) City Beach Software patents, trade marks, copyright and other intellectual property (collectively, “Intellectual Property”) are, and shall remain, City Beach Software’s sole property, and (ii) nothing in these Terms of Use confers on you any right of ownership or license rights in City Beach Software Intellectual Property. In addition, you must not now or in the future contest the validity of any of City Beach Software’s Intellectual Property.
  5. Data
    You hereby grant to City Beach Software a non-exclusive, worldwide, royalty-free, sub-licensable (through multiple tiers) and transferable right to exercise all and any intellectual property rights in the Data for the purposes of providing the Service and related purposes, which includes the right for City Beach Software to host, cache, route, transmit, store, copy, modify, reproduce, distribute, publish, translate, use, publicly perform, publicly display, reformat, excerpt, analyse, and create algorithms from and derivative works of the Data in any media known now or in the future. You irrevocably and unconditionally consent to any act or omission of City Beach Software, its sublicensees or assignees in connection with the Data which would otherwise constitute an infringement of your moral rights. City Beach Software disclaims any warranty regarding the quantity, rank, location and prominence of Data anywhere on the Third Party. You represent and warrant that the Data and our use of the Data (including our use of works derived from it) in connection with our sites, services, applications and tools will not infringe the intellectual property rights of, or breach any right of or obligation to, a third party. It is your responsibility to ensure that the Data is at all times current, complete and accurate.
  6. Use of, and access to, the Service
    Subject to your compliance with these Terms of Use, Omnivore grants you a limited, personal, non-exclusive, non-sublicensable, non-transferable license to use the Service for your personal use and not for resale or further distribution. While using the Service, you will not: reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of all or any part of the Service; rent, lease or sublicense, grant access to, modify, copy, publish, sell or otherwise commercialize the Service or any part of the Service; circumvent or disable any security or technological features or measures of the Service; use this Software in any manner that could impair any City Beach Software site in any way or interfere with any third party’s use or enjoyment of any City Beach Software site; or transfer your Omnivore account to any person without our prior written consent. City Beach Software does not provide you with equipment to access and use the Service. You are liable for all fees charged by third parties related to your access and use of the Service, including charges by your Internet service provider or a Third Party Platform. City Beach Software may conduct maintenance on or change the method of access to the Service, at any time with or without notice to You.Omnivore Analytics is brought to you by MerchantSpring, a third party analytics tool that has been re-branded and integrated with your Omnivore account. Use of Omnivore Analytics is in agreement with the terms and conditions of Merchant Spring, see https://mm.merchantspring.io/conditions for details.
  7. Security
    You are responsible for maintaining the security of your Omnivore account and any Third Party Platform accounts and for all activity that occurs under these accounts. You should not disclose your passwords to any other person and agree to immediately notify City Beach Software of any breach of security or unauthorized use of your Omnivore account(s). You represent and warrant that the Data will be free from any spyware, malware, viruses, worms, Trojan horses or other malicious or harmful code.
  8. Fees
    The Service is subject to installation fees, support fees and a monthly license fee. The installation fees must be paid on installation of the Service. The monthly license fee for the plan you elect to subscribe to is due each month on the Monthly Payment Date. The Monthly payment date means the date on which we provide you with your login details and calendar monthly thereafter. All fees and charges may be reviewed by us from time to time at our sole discretion .
  9. Service Levels
    City Beach Software will use reasonable endeavours to make the Service available for at least 99.9% of the time except where the following may occur; 1) where factors outside of our reasonable control disrupt our Service 2) where any 3rd party not associated with us disrupts our Service e.g. a DDoS attack. We reserve the right to request that You upgrade Your subscription, or cancel Your subscription and withdraw service in the event that You place excessive load on our systems (for example through a high volume of product updates) beyond what is reasonably expected in the day-to-day operation of the connection for Your subscription level.
  10. Support of the Service
    We will provide you with:

    1. Help Desk Support for the Service. Help desk support is provided via email, phone or website or any other method provided by City Beach Software.
    2. We will use our best endeavours to respond to any Help Desk Support enquiries or reports in a timely manner but is otherwise not bound to respond or to rectify any defects, errors, threats or other issues arising within any particular time frame.
    3. Support services are subject to a fair use limit. Fair use is based on how most retailers use the service and helps us make sure we can support all our retailers fairly. If we believe support requests are excessive and / or unreasonable we may:
      1. Negotiate additional charges for our services based on any retailer’s particular requirements.
      2. We may terminate our services for any retailer making excessive and / or unreasonable demands for support where an agreement over additional charges cannot be reached.
  11. Errors and Omissions to the Service
    We will use our best endeavours to rectify issues at its cost with the Omnivore platform if an error is found with the Service in the course of executing the Service. If there is an omission or new feature to the Service identified by you, you may request addition of that feature. We will use our absolute discretion (acting reasonably) to satisfy your request and may undertake it as custom development at your cost.If any error or omission caused directly or indirectly by you requires a level of Customer Support from City Beach Software beyond 3 hours, we reserves the right to charge additional fees for such Support.We will not be liable to rectify errors or omissions caused directly or indirectly by the following;

    1. Any misinformation from you
    2. Your ecommerce platform including but not limited to product data or connectivity
    3. Any other third party platforms/applications/services that you use with your ecommerce platform
    4. Any changes you make within the Marketplace admin.
  12. Limitation of Liability 
    Omnivore will function in accordance with how we describe the product on www.omnivore.com.au. We do not warrant that it will function without errors. We may choose to satisfy any claim for rectification of any error or omission in the Services by resupplying the Services at our cost;In no case shall the value of a claim by you for rectification of any defect or omission (as assessed and determined by City Beach Software, acting reasonably) exceed the total value of the Services Fees paid by you under these Terms of Use and all damage or expense over and above such amount shall be the responsibility of you.
  13. Disclaimer of Warranties
    To the extent legally permitted, City Beach Software excludes all implied warranties, terms and conditions. The Service is provided “as is” and without warranties of any kind. City Beach Software does not make, and has not made, any representation or warranty that the Service is accurate, complete, reliable, current, error-free or virus-free or that the operation of the Service will be uninterrupted. City Beach Software may make improvements and/or changes in the Service at any time. Functionality in the Service may not occur in real time. Such functionality is subject to delays beyond Our control, including without limitation, delays or latency due to your physical location or your wireless data service provider’s network.
  14. Termination
    You or City Beach Software may terminate the Service providing at least 1 months written notice and the contract will end at the expiry of that period. Either you or City Beach Software may terminate in writing immediately if: 1) you fail to pay monies owing within 1 month of the monthly payment date 2) there is a material breach of these terms of use 3) you become insolvent
  15. User Control: Location and Uninstall
    You can access and change user settings from the Settings tab in the Omnivore application. Uninstallation methods may vary depending on your device.
  16. General
    These Terms of Use constitute the entire agreement between you and City Beach Software relating to the Service and supersede all prior agreements and understandings between you and City Beach Software with respect to the Service, whether written or oral. The meaning of general words is not limited by specific examples introduced by including, for example or similar expressions. Any terms which by their nature would be expected to survive, survive termination or expiry of these Terms.

Page Updated:  1 May 2020