END USER LICENSE AGREEMENT

This End User License Agreement (“EULA”) contain the terms and conditions subject to which you are allowed to access and use this website / mobile application (“Platform”) and the related software, hardware, tools and services ordered (“Services”) and creates a legally binding agreement between the individual accessing / using this Platform (“you” / “your”) and Vrify Systems Pty Ltd (ACN 622 363 053), (“we” / “us” / “our”) a company incorporated and existing under the laws of Victoria, Australia with principal offices at 209 Balaclava Road, Caulfield North 3161 Victoria Australia. So please read through this EULA carefully and make sure you understand these terms and conditions before you accept this EULA. By clicking the box indicating acceptance of this EULA, you acknowledge and agree that you have read and understood this EULA and that this EULA forms a legal and binding agreement between us. If you do not agree to this EULA, do not access and use this Platform or the Services.

1. Background: We have been contracted by your supplier and/or principal under whose account you are accessing this Platform, and who has authorized your access / use of the Platform (the ‘Subscriber”) to provide certain services to the Subscriber. The Platform and Services are intended solely to assist with the delivery of certain services to the Subscriber and therefore, the rights and license granted to you under this EULA shall be valid and subsisting only as long as (a) the Subscriber continues to subscribe to our services and (b) allows you to continue to access and use the Platform / Services (“Term”). 

2. Registration: Before you can start using the Services, you have to register on the Platform by providing current, complete and accurate information as required by the registration form. You should update this information from time to time and keep it current, complete and accurate at all times for as long as you access or use the Platform or any of the Services. We will maintain and use your information strictly in accordance with this EULA and our Privacy Policy available at http://www.vrifysystems.com/privacy-policy/. To complete your registration, you must select/may be assigned a user name such as your work email and you must select a secure password, which you will have to use to authenticate yourself to use the Platform / Services. You are responsible for maintaining the confidentiality of your user name and password and will be responsible for any and all activities that occur under your account. If you become aware of any unauthorized use of your account or any other breach of security, immediately let the Subscriber know, and also write to us at [email protected] with the title “Unauthorized Use of User Name / Password” to enable us to disable your account at the earliest possible. 

3. Grant of License: During the Term, you will enjoy a non-exclusive, personal, worldwide, non-transferable, non-sublicensable, revocable and limited right and license to access and use the Platform and the Services in connection in with your current employment/engagement by the Subscriber. On termination or expiry of the Term, the license granted to you under this EULA and your right to use the Platform and Services will terminate automatically without any notice to you. 

4. Ownership of Platform: Except for the limited license granted to you by this EULA, you acquire no rights, title or interest in the Platform, any part of the Services (including any hardware provided to you as part of the Services) or all underlying intellectual property therein, including any copyrights, patents, trademarks, trade secrets or other intellectual property rights associated therewith. As between us, all such rights (including in any improvements, modifications and enhancements to the Platform or the Services, whether created, developed or invented during the performance of the Services or otherwise) are reserved by us. If you submit any comments, suggestions, enhancement requests, recommendations or other feedback to us regarding the Platform or the Services, you agree that we may use them without restriction, for any purpose and without compensation to you.

5. Permitted Use & Restrictions:

1. You should access and use the Platform and the Services strictly in accordance this EULA and should not use them or any part thereof for any purpose that is unlawful or not permitted by this EULA. 

2. While accessing or using the Platform or the Services, you should not: 

1. impersonate another person, or allow any third person to impersonate you or use your account;

2. violate any applicable law, rules or regulations or the rights of any third party;

3. cause harm, disrupt or interfere with anyone else’s use thereof;

4. violate any policy, or attempt to circumvent, disable or defeat the limitations or restrictions on use as prescribed from time to time; 

5. reverse engineer, disassemble or decompile, attempt to derive the source code or do anything to obtain underlying information that is not visible to a user in connection with normal permitted use thereof, except to the extent expressly permitted by applicable law; 

6. publish or disclose any analysis of the results of operation, including benchmarking results with any third party, without our prior written consent; or

7. remove, alter or conceal any copyright or other intellectual property notices thereon. 

6. Limitations: The Platform and Services are not intended for use in any critical operations or hazardous environments, or for security purposes or life critical applications, and you are solely responsible for any liability that may arise in connection with any such use. Similarly, you understand and acknowledge that the panic button available on the wearable beacon provided to you as part of the Service is also not be appropriate for use in any of the above scenarios as its operation  is influenced by a host of reasons, including but not limited to the availability of a gateway receiver and distance therefrom, environmental factors etc. 

7. Our Role: The Services, and the controls available on the Platform (including security and access controls), are set-up and configured by the Subscriber. We are merely a SAAS platform provider and as such we are not responsible for how the Subscriber sets-up or controls its internal management or administration of the Platform / Services for the Subscriber’s and your use thereof or how Your Data (defined below) is used by the Subscriber. 

8. Your Data: The Subscriber controls and determines how any data or information that you provide on/using the Platform or the Services (including your location and other data that is automatically transmitted to the Platform from wearable beacons provided to you) (“Your Data”) is used or processed. You should however know that the Subscriber permits us and our affiliates, contractors and third-party service providers who assist us with the delivery of the Platform or the Services, to access, use, store and otherwise process Your Data for the purposes of maintaining and delivering our services to the Subscriber and for any other purposes as may be expressly permitted by the Subscriber from time to time. When you submit any of Your Data on / through the Platform or the Services, you will be deemed to have provided your consent to the Subscriber to permit us to do so. Further, we own all non-personal data, information and statistics at an aggregate level, related to or arising from use of the Platform and the Services and we may use the same freely for our business purposes, including for the development and improvement of the Platform and our services. If you want to request any records or details with respect to Your Data or how it is used or processed, please contact the Subscriber in the first instance. 

9. Privacy Policy: Our Privacy Policy available at http://www.vrifysystems.com/privacy-policy/ describes what personal information and data we collect; how we use this data and information; who we share this data with; and other related matters. The Privacy Policy forms a part and parcel of this EULA. Therefore, please read our Privacy Policy carefully and confirm that you find it acceptable. You can choose what information and data you share with us. However, please note that we may not be able to provide you or the Subscriber with the Services or some parts of it, if you choose not to share the requested information or data.

10. Communications: To enable us to deliver our Services to the Subscriber and to facilitate use of the Platform / Services, we may need to communicate with you (e.g. service announcements, administrative messages, and other information and alerts) and these communications are essential for the proper use of the Platform and the Services. By accepting this EULA, you understand that you may not be able to opt out of receiving such communication (whether on the Platform or through other means such as email, SMS, etc.) and consent to receiving such communications. 

11. Warranty and Disclaimer: The Platform and the Services are provided ‘as is’ and without warranties of any kind. To the maximum extent permitted by applicable law, we expressly disclaim all warranties and liability of any kind towards you, whether express, implied or statutory, including but not limited implied warranties of fitness for any particular purpose, non-infringement, performance or quality. We make no warranty that the Platform or the Services, or the results obtained from the use thereof, will meet your requirements or that they will be uninterrupted, secure or error free. We cannot guarantee that the transmission of Your Data will be secure or that unauthorized third parties will never be able to defeat our security measures. We also do not guarantee that there will not be any corruption, deletion, or destruction or loss of Your Data. You acknowledge and agree that the operation of the wearable beacons and the gateway receivers are affected by several environmental factors and as such, we do not warrant that location data (i.e. the distance from a wearable beacon that you use to a gateway receiver) will be accurate or error-free.

12. Limitation of Liability: 

1. In no event will we be liable to you, or to anyone claiming through or under you, for any indirect, special, consequential, exemplary or punitive damages, whatsoever and howsoever caused, including for any lost business, profits, revenue, goodwill, data or anticipated savings, whether arising under statute, contract, tort (including negligence) or otherwise, even if advised of the possibility of the same arising.   

2. In no event will our liability and the liability of our affiliates, contractors and third-party services providers to you under or related to this EULA exceed AUD10. 

13. Indemnity: You agree to defend, indemnify and hold us and our affiliates, contractors and third-party services providers and each of our respective directors, officers, employees, representatives and agents harmless from all loss, damage, costs and expenses (including but not limited to reasonable attorney fees) suffered by any of us as a result of any breach of the terms of this EULA by you. 

14. Term &Termination: This EULA shall be binding from the time you click and accept this EULA and will continue to be binding throughout the Term. On the termination or expiry of the Term, the rights and licenses granted to you under this EULA shall automatically cease and you will no longer be able to access or use the Platform or the Services. Any personal information associated with your account on the Platform that is in our possession at that time will be dealt with in accordance with our Privacy Policy. 

15. Suspension: In the event of any breach or suspected breach of this EULA, we reserve the right to suspend your access or use of the Platform and the Services. In the event the Subscriber’s subscription or account with us is suspended for any reason, your account will also be suspended simultaneously.    

16. Governing Law and Jurisdiction: 

1. This EULA, its validity, interpretation and performance shall be governed by laws of Victoria, Australia, without regard of any conflict of law principle or rules. 

2. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA.

3. You agree that any dispute between us, arising out of or in connection with this EULA (including any question regarding its validity or termination) shall be submitted exclusively to the competent courts located in Victoria, Australia, to the exclusion of any other court that may otherwise have had such jurisdiction in the matter. 

17. Miscellaneous: 

1. Entire Agreement: This EULA contains the entire agreement between us and supersedes all prior negotiations, correspondence, understandings and communications between us, whether written or oral, concerning the subject matter hereof. 

2. Relationship of the Parties: This EULA does not create any joint venture, partnership, agency, franchise or fiduciary or employment relationship between us. 

3. Amendment: We may update or change this EULA from time to time and any new terms and conditions will apply as notified in the communication of the changes. If you do not agree to the new / modified EULA, then you must reject the changes and cease using the Platform and Services prior to the date when the new EULA become effective.

4. Severability: If any provision in this EULA is found or held to be invalid or unenforceable, then it shall be construed severed from this EULA and the remainder of this EULA shall remain in full force and effect. 

5. No Waiver: Any failure or delay to exercise any right or remedy under this EULA shall not operate as a waiver of that right or remedy. No waiver shall be effective unless made in writing signed by the authorized representative of the party making such waiver. No waiver by a party of any breach or default of any of the terms of this EULA shall be deemed a waiver as to any subsequent and/or similar breach or default.

6. Headings: Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause. 

7. Assignment: Your right to access or use the Platform and Services is personal to you and you shall not assign or transfer in any manner any of your rights, obligations or interest herein without our prior written consent. 

8. No Third-Party Rights: A person who is not a party to this EULA has no rights to enforce any term hereof.

9. Force Majeure: In no event shall we be responsible or liable for our failure, inability or delay in fulfilling any of obligations due to Acts of God or causes beyond our reasonable control.

10. Notices: All notices to us should made via e-mail to [email protected] and all notices to you shall be made within your account on the Platform. 

11. Electronic Records: When you use the Platform and provide any data or information on/through the Platform; or when you click any of the buttons available on the Platform or within the Services; or when you send an e-mail to us, you are communicating with us through electronic records. You hereby consent that such electronic records whether sent by you or automatically generated by the computer system when you click on any of the available buttons, shall be deemed to be communications sent in writing by you. 

18. Grievance Officer: If you have any concern or grievance with respect to any of content/information/data available on the Platform or within the Services, please send an e-mail to [email protected] and we will study the matter and take appropriate action at the earliest, in accordance with applicable law.