T&Cs

Our Terms and Conditions.

End-User Licence Agreement

Introduction

This End-User Licence Agreement (Agreement) is a legal agreement between you and Makesure Consulting Pty Ltd (ACN 168 163 666) of 25 Wellington Street, Collingwood VIC 3006 (Licensor, we, us).
This Agreement governs your use of the RatifyID Identity System Application (RatifyID) which is owned and operated by the Licensor.
We provide Identity Proofing and credential services via RatifyID and we are accredited by the Australian Federal Government as an Identity Service Provider and Credential Service Provider under the Trusted Digital Identity Framework (TDIF).
The Agreement may be updated from time to time and we will notify you of any changes on RatifyID. You will need to accept the changes to continue to use RatifyID following publication of any changes. If you do not agree to any of the changes, you must immediately stop using RatifyID.
As part of this Agreement, your use of RatifyID is also subject to our Privacy Policy and our Data Retention Policy and Retention Schedule (found at RatifyID.com) which are incorporated by reference into this Agreement, provided that, if any provision thereof conflicts with any provision of this Agreement, this Agreement will prevail.

By clicking “I agree” (or similar button or checkbox) or by signing this Agreement using electronic signature, ordering, downloading, installing, accessing or using RatifyID, you indicate that you agree to be bound by this Agreement (including as amended by paragraph E above). If you do not agree to this Agreement, you must immediately delete RatifyID and stop using it. This Agreement does not grant you any other rights other than those expressly contained herein.

1. Definitions and interpretation

Definitions

1.1

The following definitions apply in this agreement unless the context requires otherwise:

Apple means Apple Inc., which has its principal place of business at One Apple Park Way, Cupertino California, 95014, U.S.A.

Apple App Store means the app store operated by Apple in respect of Apple devices running its iOS operating system.

Attributes means information associated with an individual e.g., name, address, date of birth etc.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Biometric Binding means the process to confirm the link between the Individual and the Digital Identity being claimed using Biometric verification”

Biometric Information means information about any measurable biological or behavioural characteristics of an individual that can be used to identify them or verify their identity, e.g., face, fingerprints and voice.

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Melbourne, Victoria are open for business.

Claim means any claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse (whether in contract, tort, under statute or otherwise).

Commencement Date means the date on which RatifyID was first made available to you (by any means, whether tangible or intangible (such as email, internet download or online login)).

Confidential Information means all information (however recorded or preserved) disclosed or provided (whether in writing, orally or by any other means and whether directly or indirectly) by one party to the other before, on or after the date of this agreement in connection with this agreement or RatifyID where such information is identified as confidential at or before the time of its disclosure or ought reasonably be considered confidential based on its content or nature or the manner of its disclosure and, for the avoidance of doubt, includes the existence and terms of this agreement and all User Data.

Consequential Loss means loss of profits, loss of revenue, loss of goodwill, loss of reputation, exemplary or punitive damages, whether direct or indirect, including any loss by reason of delay, defective or faulty materials or workmanship, negligence or any act or matter or thing done, permitted or omitted by the Licensor.

Control has the meaning given in Section 50AA of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Credential Service Provider means an entity which has been accredited under the TDIF to manage user credentials (i.e., passwords and other access restrictions).

Digital Identity means a distinct electronic representation of an individual which can be used by individuals to access online services.

Disclosing Party means, in respect of any particular Confidential Information, the party that discloses that Confidential Information (whether directly or indirectly) to the other party.

Documentation means all information (however recorded or preserved) relating to RatifyID (including manuals, notes, user guides, functional and technical drawings, specifications, data, reports, designs, modification manuals, flow charts and listings that are designed to assist or supplement the development, understanding or use of RatifyID).

Force Majeure Event means any:

(a) natural disaster (such as flood, earthquake, windstorm, etc);

(b) outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority;

(d) pandemic or epidemic

(e) government restraint;

(f) unavailability, shortage, breakage or failure of essential equipment, communication channels, facilities, machinery or electricity supply (not caused by the relevant party);

(g) shut-down or corruption of, or interruption to, the internet or network servers (not caused by the relevant party); or

(h) other event that is not within the reasonable control of the parties and which, by its nature, could not have been foreseen by the relevant party or, if it could have been foreseen, was unavoidable.

Governmental Agency means any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

Hosted Servers means servers owned and/or used by us for the purposes of hosting RatifyID and/or User Data.

Identity means information about a specific individual in the form of one or more Attributes that allow the individual to be sufficiently distinguished or a set of Attributes about an individual that uniquely describes that individual.

Identity Documents means the identity documents provided by you which can be used to verify your identity.

IP Level means the level of Identity Proofing you have requested in RatifyID.

Identity Proofing means the process of collecting, verifying and validating Attributes about a specific individual to confirm their identity.

Improvements means, in respect of RatifyID and/or any Documentation relating thereto, any developments, enhancements, modifications, derivatives, updates or other improvements thereof, including any customisations that are made at your request or upon your direction, even if such customisations incorporate know-how, ideas, requests or suggestions made or provided by you.

IP Ownership Claim has the meaning given in clause 14.1.

IP Rights means patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how, trade secrets and marketing secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Licence means the licence to use RatifyID and Documentation provided by us to you pursuant to clause 2.3.

Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability of any kind or character (including legal and other professional fees and expenses on a full indemnity basis) that a party pays, suffers or incurs or is liable for, including all:

(a) liabilities on account of Tax;

(b) interest and other amounts payable to third parties;

(c) legal and other professional fees and expenses (on a full indemnity basis) and other costs incurred in connection with investigating, defending or settling any Claim, whether or not resulting in any liability; and

(d) all amounts paid in settlement of any Claim.

Personal Information has the meaning given in the relevant Privacy Act.

Privacy Act means The Privacy Act 1988 (Cth).

Recipient means, in respect of any particular Confidential Information, the party that receives that Confidential Information (whether directly or indirectly) from the other party.

Representatives means, in respect of a person, its employees, consultants, agents and advisors and, in respect of a body corporate, includes its officers.

Source Code means a computer program expressed in a source language or form that can be interpreted or compiled and then executed by a computer as commands, together with all documentation and tools reasonably required to enable a person having commercially available computer programming skills to read, understand and modify the computer program.

Tax means any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty by whatever name called, levied, imposed or assessed under any statute, ordinance or law by any Governmental Agency, including any:

(a) profits tax, property tax, land tax, interest tax, income tax, tax related to capital gains, tax related to the franking of dividends, bank account debits tax, fringe benefits tax, sales tax, value-added tax, goods and services tax, payroll tax, superannuation guarantee charge or withholding tax;

(b) stamp, transaction or registration duty or similar charge imposed by any Governmental Agency; and

(c) any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above.

TDIF means Trusted Digital Identity Framework which is the Australian Federal Governments digital identification framework.

Trademarks means the trademarks and service marks of the Licensor that are used or displayed in RatifyID.

Update means an update, amendment or enhancement that replaces the version of RatifyID immediately prior to the Update.

User Data means any Personal Information, data, content, code, video, images or other materials of any type that you submit, upload, transmit or otherwise make available to or through RatifyID.

Interpretation

1.2

The following rules of interpretation apply in this agreement unless the context requires otherwise:

(a) headings in this agreement are for convenience only and do not affect its interpretation or construction;

(b) no rule of construction applies to the disadvantage of a party because this agreement is prepared by (or on behalf of) that party;

(c) where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;

(d) a reference to a document (including this agreement) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;

(e) references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to this agreement;

(f) in each schedule to this agreement, a reference to a paragraph is a reference to a paragraph in that schedule;

(g) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;

(h) an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any Governmental Agency and that person’s personal representatives, successors, permitted assigns, substitutes, executors and administrators;

(i) a reference to writing includes any communication sent by post, email or via RatifyID;

(j) a reference to time refers to the time in Melbourne, Victoria and time is of the essence;

(k) all monetary amounts are in Australian currency;

(l) the word “month” means calendar month and the word “year” means 12 calendar months;

(m) the meaning of general words is not limited by specific examples introduced by “include”, “includes”, “including“, “for example“, “in particular“, “such as” or similar expressions;

(n) a reference to a “party” is a reference to a party to this agreement and a reference to a “third party” is a reference to a person that is not a party to this agreement;

(o) a reference to the termination of this agreement includes a reference to the expiry or revocation of the Licence in accordance with the terms of this agreement;

(p) a reference to a liability includes a reference to a present, prospective, future or contingent liability;

(q) a reference to any thing is a reference to the whole and each part of it;

(r) a reference to a group of persons is a reference to all of them collectively and to each of them individually;

(s) words in the singular include the plural and vice versa; and

(t) a reference to one gender includes a reference to the other genders

2. Profile

Using RatifyID

2.1

To access RatifyID, you must have:

(a) an Australian mobile phone number;

(b) a valid email address; and

2.2

You will need to download RatifyID from the Apple App Store or Google Play and set up a user profile on RatifyID.

Grant of Licence

2.3

Subject to the provisions of this agreement, with effect on and from the Commencement Date, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, licence to use RatifyID in Australia, but only for your own purposes in accordance with the terms of this agreement.

3. Restrictions on use

You must:

3.1

(a) comply with any security requirements or instructions that we provide to you in relation to your use of RatifyID.

(b) inform us immediately by submitting the Digital Identity Fraud Complaints process available on RatifyID website, if you have any reason to believe that:

(i) any of your passwords have been compromised or used without your authority;

(ii) there has been unauthorised use of your Digital Identity in RatifyID or your Identity Documents;

(d) keep your account details and other Personal Information, including your email address updated and provide us with notice of any changes to that information contact you as needed in connection with your profile; and

(e) always keep your device or devices that RatifyID is installed on in your possession and maintain strong security settings to prevent unauthorised access.

You must not and must not allow or cause a third party to:

3.2

(a) provide access to RatifyID to a third party; or

(b) use RatifyID:

(i) in any way other than pursuant to the Licence granted to you under clause 2.3;

(ii) in any way that could damage our reputation or the goodwill or IP Rights associated with RatifyID;

(iii) to create a false identity, impersonate any person or entity;

(iv) for competitive analysis or to build competitive products; or

(v) to share inappropriate content or material (involving, for example, nudity, pornography, offensive language, graphic violence, or criminal activity);

(d) gain unauthorised access to RatifyID;

(e) use any software or services in conjunction with RatifyID that modifies or reroutes, or attempts to modify or reroute RatifyID;

(f) authorise any third party to access and/or use RatifyID on your behalf using any automated process such as a bot or spider or periodic caching of information stored by RatifyID;

(g) reverse engineer, decompile, disassemble, decrypt, hack, emulate, exploit, adapt, modify, translate, frame or reformat any part of RatifyID or otherwise seek to obtain or derive any of the Source Code or any underlying ideas, algorithms or file formats of, or any components used in, RatifyID by any means whatsoever, or attempt to do any of the foregoing;

(h) modify or remove any copyright or proprietary notices pertaining to the RatifyID;

(i) disclose your passwords to any third party;

(j) circumvent any restrictions on access to, or availability of, RatifyID;

(k) attempt to access or control RatifyID or the Hosted Servers except through the interfaces to which we have given you access;

(l) engage in activity that is harmful to you, RatifyID or others (eg, transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech or advocating violence against others);

(m) use RatifyID in connection with contravention of any state, federal or international laws;

(n) infringe upon the rights of others (eg, unauthorised sharing of copyrighted material); or

(o) engage in activity that violates the privacy of others.

You acknowledge that:

3.3

(a) your User Data will be stored on RatifyID’s Host Servers and on your device;

(b) data transmission over the internet cannot be guaranteed as being completely secure and you use RatifyID at your own risk;

(c) we may use Updates to alter features of RatifyID at our sole discretion and such amendments will not be a breach of this Agreement;

(d) after an Update, previous versions of RatifyID may no longer work as they did prior to the Update;

(e) you may be required to install Updates to continue using RatifyID and to re-verify Identity Documents to achieve your required IP Level following Updates;

(f) the scope of your right to access and use RatifyID is consistent with the TDIF; and

(g) You are responsible for providing accurate Identity Documents and identity information to RatifyID.

4. Consent

4.1

With your consent, which can be provided in RatifyID, we may collect, use or disclose to any third party, your Attributes or your Biometric Information in order to undertake Identify Proofing or to authenticate you to your Digital Identity.

4.2

You may provide express consent on a one-off basis or enduring (continuing) basis for the collection, use, or disclosure of your Attributes or Biometric Information.

4.3

You are not required to provide enduring express consent and you may withdraw or amend your enduring express consent at any time by changing the settings in your profile in RatifyID or by contacting us at info@ratifyid.com

4.4

If you do not provide enduring express consent, we will ask you to provide express consent before every disclosure of your Attributes or Biometric Information.

4.5

If you decline to provide either express consent or express enduring consent, we will not be able to provide you with Identity Proofing or authenticate your Digital Identity.

4.6

You acknowledge that there are other methods of verifying your identity outside of RatifyID, for example, by providing your identity documents manually to a third party.

5. Privacy

5.1

You acknowledge that your use of RatifyID is subject to our Privacy Policy which can be found here. You agree that we can collect and share your Personal Information so we can provide you with digital identity services.

5.2

We reserve the right to monitor, collect and store your communications with us (whether by email, or any other form of transmission) for the purposes of our business needs, including quality control and security.

5.3

In relation to any Personal Information that is included in any User Data, we the Licensor must comply with the Privacy Act, the Australian Privacy Principles and any guidelines issued from time to time by the Office of the Australian Information Commissioner.

6. Duration of the Licence and renewals

The Licence will commence on the Commencement Date and will continue in force without limit of period unless terminated or revoked in accordance with clause 7.

7. Revocation and termination

Suspension of access

7.1

We may, with or without notice, suspend your access to all or part of RatifyID:

(a) for the purposes of any scheduled or unscheduled maintenance periods that we decide at our discretion to implement; and/or

(b) if you breach this agreement or do, or allow to be done, anything that may have the effect of jeopardising the operation of RatifyID for other users.

Termination without cause

7.2

7.2 You may terminate this Agreement by deleting your account in RatifyID or by contacting us at info@ratifyid.com.

Other Termination rights

7.3

We may suspend or terminate your access to RatifyID with immediate effect if:

(a) You deliberately provide inaccurate or misleading information to RatifyID;

(b) You engage in any fraudulent activity;

(d) The Licensor suspects or has reasonable grounds to suspect any of (a)-(c) above.

7.4

We may also suspend or terminate your access to RatifyID if:

(a) You fail to install mandatory Updates as advised by us;

(b) RatifyID is subject to any perceived or actual cybersecurity threat;

(d) There are changes in applicable laws; or

(e) a Force Majeure Event preventing the performance of this agreement continues for more than 20 Business Days.

8. Effects of Suspension or Termination

8.1

You acknowledge and agree that, if you delete RatifyID from your device, or we delete your profile pursuant to clause 7.3 or 7.4, you will not have further access to your User Data.

8.2

If your profile is suspended and we agree to reactivate it, you may be required to provide your Identity Documents to achieve the same IP Level that your profile had prior to the suspension.

8.3

If your profile is terminated by us pursuant to clause 7.3 or 7.4, you must not and must not make any attempt to register another profile or access another person’s profile.

8.4

If this agreement is terminated or expires for any reason, then, in addition, and without prejudice, to any other rights or remedies:

(a) the parties are immediately released from their obligations under this agreement, other than under clauses 5 (Privacy), 7 (Revocation and termination), 10 (Warranties), 11 (Disclaimer of warranties and limitation of liability), 12 (Indemnities), 13 (Intellectual property rights), 14 (IP Ownership Claims), 15 (Confidentiality), 19 (General) and this clause which shall survive any termination of this agreement;

(b) your right to use RatifyID immediately ceases and the licence granted to you under clause 2.3 immediately terminates; and

Accrued rights

8.5

Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.

9. Support and Maintenance

During the term of your licence, we will exercise commercially reasonable efforts to:

(a) promptly correct any failure of RatifyID to perform according to its specifications; and

(b) keep RatifyID current via updates, upgrades, new releases or other enhancements as they become available from time to time.

10. Warranties

You represent and warrant that:

(a) you have the legal power and authority to execute, deliver and perform your obligations under this agreement and the transactions contemplated by this agreement, and no limit on your powers will be exceeded as a result of the transactions contemplated by this agreement;

(b) you have taken all necessary actions, and obtained all required consents, to enable you to execute, deliver and perform your obligations under this agreement, and any such authorisations are in full force and effect;

(d) the execution, delivery and performance of this agreement by you does not and will not violate, breach, or result in the contravention of:

(i) any law, resolution or authorisation;

(ii) any document that is binding upon you or any of your assets; or

(iii) if applicable, your constitution or other constituent documents.

11. Disclaimer of warranties and limitation of liability

Disclaimer of warranties

11.1

To the maximum extent permitted by law, we expressly disclaim all representations, warranties and guarantees (whether implied, statutory or otherwise) in relation to RatifyID, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement.

11.2

11.2 RatifyID is provided strictly on an ‘as is’ basis and, to the maximum extent permitted by law, we make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of RatifyID and in particular we do not represent, warrant or guarantee that:

(a) your use of RatifyID will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;

(b) RatifyID will meet your requirements or expectations;

(d) RatifyID and the servers that make them available will be free of viruses or other harmful components.

Third-party products

11.3

The developers responsible for maintaining our product are in Romania. However, we have strict measures in place to protect user data and ensure compliance with privacy regulations. The personal information collected and managed by RatifyID is protected through contractual agreements, access controls, GDPR compliance, and proper training to ensure data security and privacy.”

11.4

Your access to RatifyID may be facilitated by other third-party products, software or services, which we may require you to enable or access, including third-party applications or other services. An example of this is the requirement for you to download RatifyID from the Apple App Store or Google Play. Your receipt or use of any third-party products or services is subject to a separate agreement between you and the third-party provider and may require you to pay fees.

11.5

If you enable or use third-party products or services with RatifyID, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and services with RatifyID. This may include transmitting, transferring, modifying or deleting your data or storing your data on systems belonging to third-party providers or other third parties. Any third-party provider’s use of your data is subject to the applicable agreement between you and such third-party provider. We are not responsible for any access to, or use of, your data by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data.

11.6

We disclaim all liability and responsibility for any third-party products or services (whether support, availability, security or otherwise) or for the acts or omissions of any third-party providers or vendors.

Exclusion of liability

11.7

To the maximum extent permitted by law, we exclude all liability to you or any other person for any Losses including Consequential Loss, arising directly or indirectly out of, or in connection with, any use of, or reliance upon, RatifyID.

Waiver and release

11.8

You hereby irrevocably release us from, waive the right to bring, and covenant not to bring, any Claim that you have, or would otherwise have had, against us arising directly or indirectly out of, or in connection with, any use of, or reliance upon, RatifyID by you or any other person and acknowledge and agree that this waiver and release may be pleaded as a bar and complete defence to any such Claims.

Remedies limited

11.9

You may have rights under the Australian Consumer Law, including consumer guarantees which cannot be excluded and nothing in this Agreement has the effect of excluding or restricting these rights and guarantees.

To the maximum extent permitted by law, we expressly limit our liability for breach of any non-excludable condition or warranty implied by virtue of any legislation to the supply of the services again; and/or the payment of the cost of having the services supplied again.

12. Indemnities

12.1

You acknowledge that the Licensor provides RatifyID for your personal use and you indemnify and hold us harmless against:

(a) all Losses that may be suffered or incurred by us arising directly or indirectly out of, or in connection with your use of RatifyID in connection with any third party businesses

(b) any breach of this agreement by you;

(d) any Claim brought, or threatened to be brought, by a third party against us alleging that your use of RatifyID constitutes an infringement of any IP Rights of the third party.

13. Intellectual property rights

Licensor retains ownership

13.1

You acknowledge and agree that:

(a) this agreement does not transfer or assign any IP Rights to you;

(b) we own and retain all IP Rights in RatifyID and Documentation including any and all Improvements that may be created or developed by you; and

(c) you have no IP Rights in any part of RatifyID or Documentation, including any Improvements thereof, other than the rights granted to you pursuant to clause 2.3 and you must not take any step to invalidate or prejudice our title thereto.

Ownership of User Data

13.2

We acknowledge and agree that subject to any third party agreements you have entered into, you own and retain all IP Rights in the User Data submitted, uploaded, transmitted, generated or otherwise made available to or through RatifyID. Solely to the extent necessary to provide RatifyID to you, you grant us a worldwide, limited-term licence to access, use, process, copy, distribute, perform, export, and display your User Data.

Trademarks

13.3

The Trademarks are registered or unregistered trademarks owned by us and/or our licensors or affiliates. You may not use any of the Trademarks without our prior written consent. You must comply with our reasonable usage guidelines and directions with respect to the Trademarks as notified to you from time to time.

Feedback

13.4

We welcome your comments, feedback, suggestions, information and other communications regarding RatifyID – however, please note that:

(a) any such feedback will be and remain our exclusive property and you will relinquish any right, title or interest in such feedback immediately upon it being sent to us;

(b) we will be entitled to use, exploit, improve, make, copy, disclose, display or perform publicly, distribute, improve and modify any such feedback for any purpose whatsoever without restriction; and

14. IP Ownership Claims

14.1

You must promptly notify us of any actual or suspected infringement of, or attack or challenge to the ownership or registration of, any of our IP Rights in RatifyID that comes to your attention (each an IP Ownership Claim).

14.2

We will have absolute discretion to decide what action to take in respect of any IP Ownership Claim and sole conduct of any related legal proceedings (including any legal proceedings conducted in our name or in the joint names of you and us). Accordingly, you must:

(a) not bring any legal proceedings in respect of any IP Ownership Claim without our prior written consent; and

(b) cooperate fully with us, and take all steps requested by us in our discretion, in defending any IP Ownership Claim, provided that we will be responsible for the cost of any related legal proceedings and entitled to any damages, account of profits and/or awards of costs recovered in respect thereof,

and you must ensure that any and all of your assignees or sub-licensees do the same.

15. Confidentiality

Confidentiality obligations

15.1

Subject to clauses 15.2, and 15.3 the Recipient must:

(a) keep the Confidential Information of the Disclosing Party confidential and not disclose or make available that Confidential Information in whole or in part to any third party;

(b) not use or exploit that Confidential Information in any way except for the purposes of complying with its obligations and exercising its rights under this agreement; and

(c) implement and maintain effective security measures to prevent unauthorised use and disclosure of that Confidential Information whilst it is in the Recipient’s possession or control.

Disclosure to authorised Representatives

15.2

The Recipient may disclose the Confidential Information of the Disclosing Party to the Recipient’s Representatives but only to the extent that they have an actual need to know the Confidential Information in order for the Recipient to properly perform its obligations and exercise its rights under this agreement and provided that the Recipient:

(a) must ensure that all such Representatives:

(i) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of the Recipient; and

(ii) do not do, or omit to do, anything which, if done or omitted to be done by the Recipient, would constitute a breach of this agreement by the Recipient; and

(b) will be responsible for, and liable to the Disclosing Party in respect of, the actions and omissions of any and all of its Representatives in relation to that Confidential Information as if they were its own actions or omission.

Other exceptions

15.3

Subject to clause 15.4, the obligations in clause 15.1 do not apply to any Confidential Information which (as shown by appropriate documentation and other evidence in the Recipient’s possession):

(a) either:

(i) is or becomes generally available to the public;

(ii) was already known to the Recipient or its Representatives on a non-confidential basis prior to the time of its first disclosure (whether direct or indirect) by the Disclosing Party to the Recipient; or

(iii) is received by the Recipient (whether directly or indirectly) from a third party after that time,
unless it became so generally available, known or received (as applicable) as a direct or indirect result of an unlawful act or breach of confidentiality about which the Recipient knew or ought reasonably (after due enquiry) to have known;

(b) is required by law or court order to be disclosed, provided that the Recipient must:

(i) promptly notify the Disclosing Party in writing in advance of any such disclosure, if reasonably practicable; and

(ii) reasonably assist the Disclosing Party in obtaining confidential treatment for, or avoiding or minimising such disclosure of, the relevant Confidential Information to the extent reasonably requested by the Disclosing Party;

(c) is independently developed by the Recipient or its Representatives without any direct or indirect use of, reference to, or reliance on any Confidential Information of the Disclosing Party; or

(d) is authorised for release or use by the written pre-approval of the Disclosing Party but only to the extent of such written pre-approval.

15.4

The exceptions in clause 15.3 do not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination of Confidential Information merely because individual elements, but not the combination, are included in non-confidential information.

16. Assignment and sub-licensing

16.1

Your use of RatifyID is personal to you and you may not under any circumstances transfer, lease, rent, sell, redistribute, sub-licence or assign your access to RatifyID, the Licence, the benefit of this agreement or any of your rights or obligations.

17. Notices

17.1

We will send you notices via email. We may also display notices in RatifyID.

17.2

A notice is deemed to have been received:

(a) if displayed in RatifyID, at the time the notice is posted in RatifyID;

(b) if delivered by hand, at the time of delivery;

(d) if sent by email on the date and time of the sent time (as recorded on the sender’s email server), unless the sender receives a notice from the party’s email server or internet service provider that the message has not been delivered;

except that, if such deemed receipt is not within business hours (meaning 9:00 am to 5:30 pm on a Business Day), the notice will be deemed to have been received at the next commencement of business hours in the place of deemed receipt.

18. RatifyID and the Apple App Store

18.1

If you download RatifyID from the Apple App Store you acknowledge that:

(a) This Agreement is between you and the Licensor, not with Apple. The Licensor is solely responsible for RatifyID and its content;

(b) Apple has no obligation to provide any maintenance and support services for RatifyID;

(c) The Licensor is responsible for addressing any claims you or a third party have in relation to this Agreement or any applicable law. In the event of any failure of RatifyID to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any) to you;

(d) To the maximum extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to RatifyID including but not limited to:

(i) product liability claims;

(ii) any claim that RatifyID fails to conform to any applicable legal or regulatory requirement; and

(iii) any claim arising under consumer protection law.

(e) In the event of any third party claim that RatifyID or your possession and use of RatifyID infringes that third party’s intellectual property rights, the Licensor will be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

(f) You are not located in a region that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a ‘terrorist supporting’ region and you are not listed on any U.S. Government list of prohibited or restricted parties;

(g) Your use of RatifyID is subject to the Usage Rules set out in Legal – Apple Media Services – Apple; and

(h) Apple and its subsidiaries are third party beneficiaries of this Agreement.

19. General

Further assurances

19.1

Each party must (at its own expense, unless otherwise provided in this agreement) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement.

Relationship of the parties

19.2

This agreement does not create any partnership, joint venture or agency relationship between the parties. No party has the authority to bind any other party.

Entire agreement

19.3

This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this agreement other than those expressly stated in it or necessarily implied by statute.

Severability

19.4

If a provision of this agreement is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

No waiver

19.5

No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this agreement.

Disputes

19.6

If you have any dispute or complaint about RatifyID, please contact us via RatifyID.com. The process for complaints, disputes and queries is set out in our Privacy complaints procedure available on our website.

Governing law and jurisdiction

19.7

This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of Victoria, Australia.

19.8

The parties irrevocably agree that the courts of Victoria, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims).

Your concerns

19.9

Should you have any questions concerning RatifyID, and/or this agreement, please contact us at info@ratifyid.com.