End User Terms & Conditions

These terms set out how you (the person registered as a user of theTrueVault credentialling wallet, credentialling services andfunctional user interface (‘TrueVault’)) (‘you’), caninteract with TrueVault Pty Ltd ACN 675 825 966 or our related bodiescorporate (also ‘we’, ‘us’, or ‘our’) for the use ofTrueVault. You agree that these terms apply to you from the earliestdate you sign up to, or use, TrueVault, and that you and we areparties to these terms.When you registerwith TrueVault, you will be given a unique TrueIdentity, which is abiometric and reusable identity credential that is uniquely yours.

1. TrueVault

1. By using TrueVault you represent and warrant to us that you are at least eighteen years old, have truthfully and accurately completed the registration page (including all contact and billing information), are not a person on any government list prohibiting transactions with you, are not a resident of any country with which we are prohibited from contracting and you agree to use TrueVault on the basis of these terms.  We may terminate your access to TrueVaultat any time if we discover or reasonably believe that any of these representations are inaccurate.
2. You will receive access to TrueVault, subject to your acceptance of these terms when you sign up with us. Upon you signing up with us we grant you a non-exclusive, non-transferable worldwide right to access and use TrueVault from the date you sign up with us, until the relationship between us and you is terminated in accordance with these terms. By signing up with us, you engage us (as an independent service provider) to provide you access to TrueVault in accordance with these terms.
3. You acknowledge that we are free to make changes or improvements to TrueVault that may change the functionality of TrueVault. We owe no liability to you for any change in functionality but we will seek to minimise the impact on you of any change in core functionality.

2. Payment

1. We have different levels of subscription services by which you can access different functionality within TrueVault, based on the subscription type which you select from time to time. We may change the functional inclusions of each subscription type, nature, name, terms or fees relating to any subscription type in our discretion from time to time and will notify you at least 30 days before any changes are made. We will charge the relevant subscription amount at the times specified in your subscription by charging the debit or credit card you nominated at the time you registered with us. If payment is not received your subscription type will be automatically changed to a free subscription (if any exists).
2. Except as specified in these terms or as prohibited by law, payment obligations cannot be cancelled and fees are not refundable and the subscription will automatically renew annually, unless you cancel before the end of the current subscription period. Each annual subscription period commences for you on the anniversary of the date you enter into the relevant subscription type. We will notify you one month before each upcoming automatic renewal and you will have the option to terminate your subscription without charge within this month.
3. We may make changes to the functional inclusions in your subscription, or the subscription types available to you subject to the payment of applicable fees. We will notify you of these subscription changes and fees at the time and if you don’t want to accept a subscription change with additional fees, you may terminate your subscription with us without charge by notifying us within 30 business days of receiving notice from us of the relevant subscription change.
4. Unless otherwise stated, any consideration, fees, amount payable, prices, payment terms or any other amounts specified under these terms as the consideration payable for any taxable supply are inclusive of all applicable taxes, including but not limited to indirect taxes such as goods and services tax (as defined by A New Tax System (Goods and Services Tax) Act 1999 (Cth)), sales tax, fees, duties, levies, or similar taxes (‘Tax’) payable in respect of that taxable supply. If the Tax status or services of TrueVault are altered in any way (or the rate of tax changes), we reserve the right to review and adjust the amounts of any subscription amount.

3. Your responsibilities

1. You must ensure that access to TrueVault is in accordance with all reasonable instructions issued by us. You are responsible for keeping your password and other login credentials confidential. You must notify us if you become aware of any unauthorised access to your account. You are responsible for any activity occurring in any account to which you have access, whether or not you authorised that activity (apart from activity that we undertake otherwise than in accordance with your instructions).
2. You may only use TrueVault on these terms. You may only use TrueVault for identity verification checks and person reauthentication or such other purpose as we agree. You must comply with any reasonable direction or instruction given by any third party engaged by us which relates to TrueVault. You may not share your account and passwords, and each account may only be used by one individual. You may not provide other individuals account passwords or permissions to gain access to your or another user’s account. You agree not to request or allow another person to create an account on TrueVault using your identity.
3. You agree that when TrueVault is accessed through a third party application, website or platform (‘Platform’), we have no liability to you for the operation of that Platform, any disaster recovery capabilities or the security maintenance of that Platform. To the extent that you access TrueVault through a third party application, website or platform we have no liability for any aspect of the interactions between you and those third parties and we have no obligation to assist you in any way in any dispute with any other person.

4. Intellectual Property

1. Each of you and us retains our own right, title, and interest in our own intellectual property and these terms don’t affect any intellectual property ownership. Except for the express limited rights granted under these terms, neither party acquires any present and future rights to intellectual property (‘Intellectual Property’), by license or otherwise, under these terms. You acknowledge and agree that we own all the right, title and interest in the Intellectual Property owned, used, applied for or created by or in connection with TrueVault, including but not limited to patents, trademarks, service marks, trade secrets, copyrights or other intellectual property rights (‘our IP’). Other than your right to access and use TrueVault, we have not granted you any other Intellectual Property right pursuant to these terms. On termination of these terms, you must promptly return to us all of our IP in your possession or under your control and immediately cease using TrueVault and our IP.
2. In the course of using TrueVault, you may submit content. You retain ownership of all of your Intellectual Property rights in your content. We do not claim ownership over any of your content.
3. You grant us a worldwide, royalty-free, non-exclusive, license to use, host, copy, transmit, modify, display and distribute your content on TrueVault, but only for the limited purposes of providing and improving TrueVault and as permitted by our Privacy Policy. Where permitted under applicable law, this license for such limited purposes continues even after you stop using TrueVault, with respect to aggregate and de-identified data derived from your content and any residual backup copies of your content made in the ordinary course of TrueVault’s business. The license granted by you also extends to the activities of any third parties we work with to the extent necessary for them or us to provide or improve TrueVault.
4. If you provide us with feedback about TrueVault then you grant us a perpetual, irrevocable, royalty free, non-exclusive, worldwide, sub-licensable and transferable licence to use, reproduce, publicly display, distribute, modify and publicly perform the feedback (including by incorporating the feedback into our products and services) without obligation to you (including any obligation to provide you with compensation).
5. We will access, store, handle and disclose your personal information in accordance with our Privacy Policy (https://www.truevault.com.au/pages/privacy-policy)

5. Restrictions

1. You must not or permit any third party to, without our prior written approval: modify, adapt or amend TrueVault or our IP; disassemble, decompile, introduce any harmful code, or reverse engineer all or any parts of the computer programs, source code or object code which comprise TrueVault or our IP (or attempt to do so); use TrueVault for any illegal or unlawful purpose or in such a manner as to cause loss; or sub-licence, rent, sell, lease, distribute or otherwise transfer TrueVault or our IP or any part of it except as allowed under these terms.
2. We are responsible for maintaining control over, uploading and updating TrueVault. You agree you do not expect us to modify TrueVault or any information or services available through it. Nothing in these terms limits our right to licence or provide a third party access to any of TrueVault or our IP.

6. Upgrades

1. We may introduce upgrades to TrueVault, or make changes to the tools and features of any part of TrueVault such as products, features, other services and software or the nature and form of any subscription levels. Any new upgrades or changes will form part of our IP.
2. We may make such upgrades or changes available to you subject to the payment of applicable fees. We will notify you of these fees at the time and if you don’t want to accept an upgrade with additional fees, you may terminate your subscription with us without charge by notifying us within 30 business days of receiving notice from us of the relevant upgrade or change.

7. Service and access

1. We reserve the right to change the method of access at any time. You also agree that, in the event of degradation, instability or an emergency affecting TrueVault, we may, in our sole discretion, temporarily suspend your access to TrueVault in order to limit threats to, and protect the operational stability and security of, TrueVault. We do not guarantee or warrant that TrueVault will be available 24 hours a day, seven days a week or that it will otherwise be free from errors, bugs or faults.
2. Any environmental and other factors outside of our reasonable control may prevent us from being able to complete a search or confirmation of your TrueIdentity for you or other businesses, including (without limitation) where you have not correctly completed your application or have not provided required information or consents, or where there are delays from third parties. In these cases, we shall be obliged only to use reasonable efforts to provide the requested search or confirmation and will not be liable for any delay or failure to provide the search or confirmation.

8. Warranties

1. Each party warrants and represents to the other that it has full power and authority to enter into these terms, which are, on you signing up to TrueVault, a binding and enforceable obligation of the party, and it will comply with all laws and regulations applicable to its provision or use of TrueVault.
2. Except as expressly stated in these terms TrueVault is made available on an ‘as is’ basis and, to the fullest extent permitted by law you agree that we make no representation, warranty or undertaking about TrueVault. To the fullest extent permitted by law, we disclaim any implied or statutory warranty, including any warranty as to title, non-infringement, merchantability or fitness for a particular purpose.

9. Indemnity

1. We reserve the right to change the method of access at any time. You also agree that, in the event of degradation, instability or an emergency affecting TrueVault, we may, in our sole discretion, temporarily suspend your access to TrueVault in order to limit threats to, and protect the operational stability and security of, TrueVault. We do not guarantee or warrant that TrueVault will be available 24 hours a day, seven days a week or that it will otherwise be free from errors, bugs or faults.
2. Any environmental and other factors outside of our reasonable control may prevent us from being able to complete a search or confirmation of your TrueIdentity for you or other businesses, including (without limitation) where you have not correctly completed your application or have not provided required information or consents, or where there are delays from third parties. In these cases, we shall be obliged only to use reasonable efforts to provide the requested search or confirmation and will not be liable for any delay or failure to provide the search or confirmation.

10. Limitation of liability

1. Nothing in these terms applies to unlawfully limit the liability of a party for their own fraud or wilful misconduct or in connection with death or personal injury or in respect of your obligation to pay any fees. Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. To the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from: your inability to use TrueVault as a result of any valid termination or suspension of these terms; your use of, or inability to use, platforms, websites, software, systems (including any networks and servers used by you to access TrueVault) operated by us; delays, disruptions, glitches, bugs, errors, inaccuracies, viruses or other malicious software involved in accessing TrueVault; the content, actions, or inactions of third parties; or any unauthorised access to, damage or alteration to, deletion or destruction of, or failure to store or backup, your information due to your negligent acts or omissions.
2. Otherwise than in respect of a claim by you against us arising from a claim by a third party against you that your use of TrueVault has infringed the Intellectual Property rights of the third party, our maximum aggregate liability for each and all claims (individually and together) under or relating to these terms or the use of TrueVault is limited to an amount equal to the greater of twice the aggregate fees that must be paid by you to us under these terms during the 12 months preceding a claim and $1,000.
3. Notwithstanding any other provision of these terms, in no event will either party to these terms be liable under or in connection with these terms for any indirect, consequential, special, incidental, punitive or exemplary damages; or loss of or damage to data, business, revenues or profits (in each case whether direct or indirect), even if the party knew or should have known such damages were possible and even if a remedy fails of its essential purpose.

11. Termination

1. Either party may terminate these terms by giving the other party 30 business days written notice. You may also decide to stop accessing TrueVault at any time, irrespective of the subscription or the fees.
2. If we suspect fraudulent activity, in our absolute discretion we may refuse to allow any person to register or create an account with us or we may terminate, cancel or suspend any existing account or access to TrueVault at any time.
3. Either party may terminate these terms with immediate effect by giving written notice to the other party if: the other party commits a breach derived from a substantial portion of these terms, any breach of government agency requirements, or a breach of law, or of any of the payment, intellectual property or privacy obligations, and either the breach is irremediable; or the breach is remediable, and the other party fails to remedy that breach within a period of 14 days after the other party has, or is deemed to have, received written notice requesting it to do so.
4. The occurrence of any termination does not affect any accrued rights or remedies of a party; any obligation of a party which accrued prior to the occurrence of that event and which remains unsatisfied; or these termination terms and any other provision of these terms which is expressed or intended to come into effect on, or survive, the occurrence of that event, including limitation of liability, and general clauses.
5. On termination of these terms, you may delete your account, or we may delete your account and take any other appropriate action to cease the relationship with you.

12. General

1. Each party must, at its own expense, promptly do all things reasonably necessary to give full effect to these terms, and maintain all consents, approvals, and authorities necessary for that party to perform its obligations under these terms. You may not assign any of your rights or obligations under these terms to anyone else. We may assign or charge these terms and any of our rights and obligations hereunder to any other individual or entity in our absolute discretion.
2. These terms contains the entire agreement and understanding between the parties with respect to the subject matter and supersedes all prior agreements and understandings between the parties in connection with it.
3. We may amend these terms at our own discretion from time to time. The current version will always be available on the TrueVault website. If an amendment is material, we will notify you in advance by email to provide you the opportunity to review the changes. Notice of amendments may also be made available to you upon your login to your account. Amendments will become effective on the day they are publicly available on the website, except as otherwise specified by us. Once our new terms are effective, if you continue to use TrueVault, you indicate your agreement to be bound by the updated terms. If you do not agree to any changes made to the terms, you should stop using TrueVault and you may terminate your subscription with us without charge by notifying us within 30 business days of the relevant terms change.
4. Where conduct requires a consent or approval, that consent or approval must be given before that conduct occurs in writing to the email address last notified for that party. A consent, approval, request or notice, is taken to have been received by email, and the sender does not receive a bounce message, at 10.00am the next business day. If you are emailing us, please direct your email to support@truevault.com.au.
5. Even if any arrangement between us and you is terminated, clauses 4.1, 4.3, 4.4, 5.1, 8.2, 9.1, 10, 12.1, 12.2, 12.8, 12.9, 12.10 will continue to apply
6. Unless stated otherwise or required by law, a reference to money means Australian currency and payments must be made without set off or deduction. All payments must be made in immediately available funds being payment by debit or credit card. The payee may, at its option, apply money received from a payer against any money then due by the payer to the payee.
7. We won’t be liable for any delays or failure to provide TrueVault as a result of anything beyond our control.  This includes, without limitation, acts of god, changes to law, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, blackouts or severe weather events or the acts of any hackers or third party internet service providers.
8. Any failure by us to immediately take action as a result of any breach by you of these terms doesn’t amount to a waiver or preclude us from taking any future action as a result of your breach.  The fact that we wrote these terms will not affect the way these terms are to be interpreted.
9. You must do all things reasonably requested by us to meet your obligations under these terms.  Any notice to you will be effective on the day we send it to you to the last email or physical address you provide us.  Any notice to us will be effective if sent to our physical office.
10. These terms set out the entire agreement between us in relation to the subject matter of these terms and supersede all prior agreements between us.
11. The laws in South Australia govern these terms. The parties submit to the jurisdiction of the Courts of South Australia and the Federal Court of Australia (Adelaide Registry).