Identity Verifications Terms - Recipient

1. Services

SignedX Pty Ltd ACN 697 814 047 (SignedX, we or us) provides and otherwise facilitates identity verification services to third-party clients who may request that such services be provided to Requested Recipients (Services). The Services may include independent verification of the Collected Information with relevant entities, using our subcontractors and our Platform Partner.

These terms and conditions (Terms) apply to any Services that SignedX provides to you at the request of a Client. By accepting the Services, the Requested Recipient confirms it has read, understood and agrees to these Terms.

In these Terms, "SignedX", "we" or "us" means SignedX Pty Ltd ACN 697 814 047 and its Personnel, and "you" or "Requested Recipient" means the person(s) using the Services from time to time.

2. Our obligations

2.1 General

SignedX agrees to perform the Services with due care, skill and diligence, in a timely manner, and in accordance with all applicable laws and regulations relating to the performance of the Services. SignedX will maintain, at its cost, any licences, accreditations, certifications or registrations required by law to perform the Services.

2.2 Scope

You acknowledge and agree that:

• the scope of the Services is limited to reviewing and verifying your identity using the Collected Information;

• SignedX is not responsible in any way for any advice, services or products supplied to you by the Client; and

• SignedX may vary the scope of the Services from time to time; any additional or varied services will be governed by these Terms.

3. Your obligations

3.1 General

You agree to:

• provide us with the Collected Information;

• cooperate with us and act reasonably in connection with the Services; and

• comply with these Terms and all applicable laws, regulations, rules and codes of conduct.

3.2 Accuracy of information

You acknowledge and agree that:

• the Collected Information is true, accurate and relevant in all respects;

• you irrevocably and unconditionally consent to our collection of the Collected Information and to its use as reasonably necessary to provide the Services;

• we may provide the Collected Information to our Personnel, our Platform Partner, our subcontractors or the Client in connection with the Services;

• we will implement and maintain security measures with respect to the Collected Information in accordance with Good Industry Practice; and

• if any Collected Information is materially inaccurate, misleading or incomplete to such an extent that, in our opinion, it requires a change to the Services or the Fees, we may revise or amend the scope of the Services.

3.3 Prohibited use

You must not, and must not permit any third party to, access or use the Services or the Platform:

• to develop, construct or operate products or services in competition with the Services or Platform; or

• where you or such third party is a direct competitor of SignedX or operates products or services in direct competition.

4. Intellectual Property Rights

4.1 Ownership

The Intellectual Property Rights in the Services and the Platform are, and remain, the property of SignedX or our Platform Partner (as applicable). SignedX reserves the right to grant a licence to use the Services and Platform to any third party.

4.2 Licence

SignedX grants you a revocable, non-exclusive, non-transferable and royalty-free right to use the Platform to the extent necessary to obtain the full benefit of the Services.

4.3 Collected Information

As between the parties, all Intellectual Property Rights in the Collected Information remain your property.

You grant us, our Platform Partner, and our subcontractors an irrevocable, royalty-free and transferable licence to access and use all Intellectual Property Rights in the Collected Information for the purposes of providing the Services, for our internal purposes, for storage purposes, and on an anonymised and de-identified basis for analytics and improvement of our services.

4.4 Your warranty and indemnity

You warrant that you hold any necessary licences and consents in respect of the Collected Information, and that our use of it will not infringe any third-party rights.

You indemnify SignedX from and against any liability arising out of any third-party claim that the Collected Information violates or infringes any Intellectual Property Rights.

4.5 SignedX's warranty and indemnity

SignedX warrants that it owns or licenses the Intellectual Property Rights in the Services and Platform, and that your use will not infringe any third-party rights.

SignedX indemnifies you from and against any liability arising from any third-party claim that the Services or Platform infringes any Intellectual Property Rights.

4.6 Restrictions on use

You acknowledge and agree that you will:

• promptly report to SignedX any errors, defects or malfunctions in the Services or Platform;

• not damage, impair, interrupt or interfere with the Services or Platform;

• not alter, modify, decompile, disassemble, reverse engineer, sublicense or change the Services or Platform; and

• not purport to grant a third party any right to access or use the Services or Platform except as SignedX permits in writing.

5. Termination

5.1 Automatic termination

These Terms (other than provisions intended to survive termination) automatically terminate following completion of the Services by SignedX.

5.2 Termination for cause

Either party may terminate these Terms with immediate effect by written notice if the other party commits a material breach (and fails to remedy within 14 days where remediable), repeatedly breaches these Terms, or suffers an Insolvency Event.

5.3 Termination by SignedX

SignedX may terminate these Terms immediately at any time without cause by written notice.

5.4 Survival

Clauses dealing with confidentiality, IP, indemnities, limitations of liability and dispute resolution survive termination.

6. Confidentiality

Each party will hold in strict confidence the other party's Confidential Information and use it solely to perform or exercise rights under these Terms. The obligations do not apply where information is in the public domain (other than through breach), where disclosure is required by law, or where disclosure has been agreed in writing.

7. Limitation of liability

7.1 Limitation

This clause sets out the entire financial liability of the parties (including for the acts or omissions of their Personnel) for any breach of these Terms, any use of the Services, or any representation, statement or tortious act or omission arising under or in connection with these Terms.

As far as the law permits, all liability for any injury, loss, damage, cost or expense arising from these Terms (other than from grossly negligent acts or omissions) is excluded, and all warranties, representations, conditions and other terms implied by statute or common law are excluded.

7.2 Maximum liability

To the extent permitted by law, SignedX's total liability is, at our option, the reprovision of the Services or a refund of amounts paid for the Services.

7.3 Consequential Loss

To the extent permitted by law, neither party is liable for any Consequential Loss.

7.4 Australian Consumer Law

If the Australian Consumer Law applies, SignedX acknowledges that its services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us, and to a refund for the unused portion or to compensation for its reduced value. If a failure does not amount to a major failure, you are entitled to have it rectified in a reasonable time. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

8. Privacy

SignedX will comply with its Privacy Policy and all applicable Privacy Legislation in performing the Services.

You warrant that you have all necessary consents and notices in place to enable lawful transfer to SignedX of your personal information.

SignedX will notify you without undue delay of any security incident affecting our systems that could affect you, and will respond to your queries about any such incident.

9. Force Majeure

Neither party is liable for any delay or failure to perform their obligations to the extent caused by a Force Majeure Event. If the event continues for 60 consecutive days, either party may terminate by written notice.

10. Dispute Resolution

Disputes must first be the subject of a Dispute Notice and a 14-day good-faith negotiation period, and then mediation in Brisbane, Queensland (with a mediator nominated by the President of the Law Society of Queensland if the parties cannot agree). Nothing in this clause prevents a party from seeking urgent interlocutory relief.

11. General

These Terms are governed by Queensland law, and each party submits to the non-exclusive jurisdiction of the Queensland courts. These Terms supersede all previous agreements about their subject matter. A failure to enforce any provision is not a waiver. These Terms do not create a relationship of employment, agency, partnership, or joint venture between the parties. Any clause that is illegal or unenforceable may be severed. You must not assign these Terms without our prior written consent; we may assign or subcontract our rights and obligations (in whole or in part) without consent, including to or via our Platform Partner.

12. Defined terms

Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).

Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

Client means the third-party client who has engaged SignedX to provide the Services to you, as notified to you by SignedX from time to time.

Collected Information means any information relating to you and your identity and any other information necessary for SignedX to perform the Services, including any requested identification documents.

Confidential Information means any information relating to the business, affairs, customers, Personnel or IP of a party, the terms or existence of these Terms, or any other information that is by its nature, designated as, or known to be confidential.

Consequential Loss means any consequential, special, indirect or incidental loss, including loss of profit, revenue, business interruption, business, opportunity, reputation, or loss in connection with breach of third-party contracts.

Force Majeure Event means any event beyond the reasonable control of a party, including natural disasters, pandemics, acts of government, war, terrorism, civil unrest, or failure of utilities or telecommunications.

Good Industry Practice means practices undertaken in a sound and workmanlike manner, with due care and skill, to the standard of an experienced and competent supplier of similar services, and in accordance with all applicable laws.

Insolvency Event means any event indicating that a party is, or is likely to become, insolvent or unable to pay its debts as and when they fall due.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world.

Personnel means a party's directors, officers, employees, agents, contractors and subcontractors as the context permits.

Platform means the website, app or other platform that SignedX (directly or via our Platform Partner) uses in connection with the Services.

Platform Partner means the third-party platform partner that provides SignedX with the underlying identity verification platform infrastructure used to deliver the Services.

Privacy Legislation means the Privacy Act 1988 (Cth), the Australian Privacy Principles, and other applicable privacy laws and codes.

Term means the period commencing on your acceptance of these Terms or the Services and continuing until the Services are provided by SignedX.