Entrust

User (Limited) Licence Agreement

USER (LIMITED) LICENCE AGREEMENT

Selecting “I agree” will constitute deemed acceptance of the below terms and conditions and form a legally binding agreement between you (User) and Entrust Global Pty Ltd ACN 643 126 336 (Entrust). You acknowledge and agree that these terms and conditions apply to your access to, and use of, the Site, the App and the Service available through the Site or the App. In accessing or using the Site or the App or using the Service, you acknowledge that you have read and understood, and agree to be bound by, these terms and conditions and Entrust’s Privacy Policy. If you do not accept these terms and conditions, then you must refrain from accessing and using the Site, the App or the Service.

  1. Service
    1. The purpose of the Service is to enable the User to receive access to the Software through the Site or the App.
    2. To access some parts of the Site and the App and to use the Service, the User acknowledges that it is required to create an account and to login using an email address and a password nominated by the User.
  2. Limited Licence

Entrust grants to the User a non-exclusive, non-transferable, personal, revocable limited licence (without any right to sub-license) to access and use the Software through the Site and the App on these terms and conditions (Limited Licence).

  1. Limited Term
    1. The Limited Licence shall operate for a 30 day period from the date on which the User indicates its acceptance of these terms and conditions or the day the User is granted access to the Site or the App, whichever occurs first, and will expire thirty (30) days later, unless extended or terminated earlier, in accordance with these terms and conditions (Limited Term).
    2. In the event that the User’s access to the Site or the App does not automatically cease upon the expiry of the Limited Term, these terms and conditions shall continue to apply until such time as full access to the Site or the App has ceased or the User agrees to be bound by new terms and conditions relating to the access and use of the Site, the App and the Service.
  2. Licence conditions
    1. The User acknowledges and agrees that the Licensed Software may only be used pursuant to these terms and conditions and in accordance with the normal operating procedures as made available by Entrust from time to time.
    2. The User must not:
      1. transfer, distribute, hire, rent or lease the Licensed Software; or
      2. provide use of or access to the Licensed Software through any service bureau, timesharing, application service provider or other similar managed or distributed provision of software services via a network.
    3. The User must not:
      1. gain unauthorised access to any part of the Site or the App;
      2. interfere with or disrupt the integrity or performance of the Site or the App;
      3. disable any protection software associated with the Site or the App;
      4. copy, Modify or reproduce the Licensed Software;
      5. disassemble, decompile, reverse assemble, reverse compile or otherwise reverse engineer the whole or any part of the Licensed Software;
      6. send or store any Harmful Code;
      7. attempt to do any of the above acts; or
      8. cause, permit or assist any other person directly or indirectly to do any of the above acts.
    4. The User must not Post or otherwise enter any User Data using the Site or the App that:
      1. may infringe the rights of any other person, including without limitation Intellectual Property rights;
      2. may disclose a person’s confidential information;
      3. is not accurate, complete or current or may otherwise mislead or deceive other persons; or
      4. is illegal or may constitute or encourage any contravention of any laws by any person,

and the User acknowledges and agrees that it is solely responsible for all User Data Posted or entered by it (or using its account) using the Site or the App.

    1. In addition to any other remedies available to Entrust under this Agreement or at law, the User acknowledges that in the event of any breach or threatened breach by the User of this 4, damages alone are an inadequate remedy for Entrust and Entrust shall be entitled to an interim, interlocutory or permanent injunction or such other equitable remedy restraining the User without showing or proving any actual damages sustained by Entrust.
    2. The User acknowledges that:
      1. the version of the Software being provided under the Limited Licence is a beta version of the Software, made available for testing and feedback before its general release;
      2. due to the beta nature of the Licensed Software, the features of the Software made available by Entrust (in its sole and absolute discretion) will be limited in nature and Entrust has no obligation to make any further features of the Software available to the User under the Limited Licence; and
      3. Entrust may request feedback from the User in relation to the functionality, accessibility or performance of the Site or the App and the User agrees to use reasonable endeavours to provide such feedback.
  1. Support
    1. Basic Support Services

During the Limited Term, Entrust shall use reasonable endeavours to provide to the User with maintenance and support for the Licensed Software limited only to correcting any Defects, basic training and help desk services (Basic Support Services).

    1. User’s obligations

The User must:

      1. provide Entrust with all such assistance (including without limitation the provision of access to personnel and provision of remote access to the User Operating Environment) as may be necessary or desirable to assist Entrust to provide the Basic Support Services;
      2. ensure Entrust is granted all reasonable and necessary access, including necessary security clearances, for the purposes of providing the Basic Support Services. For the avoidance of doubt, such access may include access to monitor system operation whilst production activity is taking place, the installation of diagnostic software (including debug build versions of the Licensed Software or components) and other tools typically used for software development; and
      3. take its own precautions to ensure that the processes taken by it to access the Site or the App and the Service do not expose the User to the risk of Harmful Code.
    1. Changes to the Service

Entrust reserves the right to make any changes to the Site, the App or the Service as considered by Entrust as necessary or desirable. Entrust will use all reasonable endeavours to give prior notice of such changes on the Site or the App but the User acknowledges that prior notice may not be able to be given in respect of all changes (including, without limitation, any urgent necessary changes to remedy errors or Defects on the Site or the App or for security reasons).

  1. Intellectual Property Rights
    1. Acknowledgement

The User acknowledges that Entrust remains the exclusive licensee and holder of all Intellectual Property Rights in relation to the Software and there is no transfer of title or ownership to the User of any Intellectual Property Rights in relation to the Software.

    1. Non-contest

The User agrees that it will not at any time:

      1. assert any right to or over any Intellectual Property Rights in the Software, the Site or the App in any manner inconsistent with its rights under this Agreement;
      2. take, appropriate or represent any and all such Intellectual Property Rights in the Software, the Site or the App as its own;
      3. take any action which would or might invalidate, challenge, oppose or otherwise place in dispute Entrust’s rights in respect of Intellectual Property Rights in the Software, the Site or the App; or
      4. cause, permit or assist any other person directly or indirectly to do any of the above acts.
    1. Modifications

If the Licensed Software is Modified by the User, Entrust or any third party and whether or not such Modification is authorised pursuant to this Agreement:

      1. all Intellectual Property Rights in the Licensed Software so Modified shall vest in or remain with Entrust;
      2. to the extent that the User has any right or interest in the Licensed Software so Modified, the User hereby assigns to Entrust all Intellectual Property Rights in the Licensed Software arising out of any Modifications to the Licensed Software; and
      3. the User agrees to execute all such documents and perform such other acts as are necessary or desirable to give effect to this sub-clause 6.3, during or after the Limited Term.
  1. User Data
    1. Ownership and access
      1. All User Data shall remain, at all times, the absolute and exclusive property of the User.
      2. Entrust undertakes to hold all User Data in a secure manner and provide the User secure access to the User Data throughout the Limited Term but is under no obligation to provide such access following the expiration or termination of this Agreement.
      3. The User must ensure that backups of the User Data are made on a regular basis and stored in an appropriate off-site location.
    2. Licence
      1. The User hereby grants to Entrust a non-exclusive, non-transferable, royalty-free, perpetual licence to use (including, but not limited to, copying, transmitting, storing, backing-up or otherwise accessing and using) the User Data for the purposes of:
        1. enabling the User and its Personnel to access and use the Site, the App and the Service;
        2. testing, enhancing and modifying the Site, the App and the Service; and
        3. as reasonably required for the performance of Entrust’s obligations under this Agreement.
      2. Entrust shall not disclose the User Data to any third party without the prior written consent of the User.
      3. The licence granted in sub-clause 7.2(a) above extends in perpetuity and survives the expiration or termination of this Agreement.
    3. De-identified User Data
      1. Notwithstanding any other term of this Agreement, the User agrees that:
        1. Entrust may Process User Data that has been aggregated and sufficiently de-identified such that identification of the User (as the source of the information) is not possible (Aggregated Data);
        2. Entrust shall own all Intellectual Property Rights and other rights in the Aggregated Data; and
        3. Entrust may use the Aggregated Data for any purpose, including for purposes that are not related to the Licensed Software or this Agreement.  Without limitation, Entrust may Process, use, reproduce, communicate, licence, broadcast, distribute, publish, commercialise, disseminate and exploit the Aggregated Data for any purpose.
      2. The User hereby assigns absolutely to Entrust, free of all encumbrances, and Entrust accepts the assignment from the User, of all of the User’s right, title and interest throughout the world in relation to the Aggregated Data as and when it comes into existence.
    4. This clause 7 survives the expiration or termination of this Agreement.
  2. Confidentiality
    1. Each party must:
      1. keep the Confidential Information confidential and secret and take all steps necessary to safeguard the confidentiality of that Confidential Information;
      2. use all reasonable endeavours to protect the Confidential Information from any unauthorised disclosure;
      3. not disclose the Confidential Information to any third party except:
        1. to that party’s professional advisers;
        2. if required by law;
        3. to that party’s Personnel but only to the extent necessary to perform that party’s obligations under this Agreement or to take advantage of rights afforded to that party under this Agreement (so long as such Personnel are aware of the confidential nature of the Confidential Information and are legally bound by a duty of confidentiality under the terms of their employment, engagement or other agreement with that party); and
      4. only use the Confidential Information to perform its obligations under this Agreement or to take advantage of rights afforded to that party under this Agreement, and not for any other purpose.
    2. The obligations under clause 8.1 survive the expiration or termination of this Agreement.
  3. Security
    1. The User acknowledges that despite all reasonable precautions on Entrust’s part, there is a risk of unauthorised access to, or alteration of, the User’s transmissions of data or of User Data stored by Entrust.  To the maximum extent permitted by law, Entrust does not accept liability for any Loss which the User may suffer or incur as a result of such activity.
    2. The User agrees to immediately notify Entrust of any unauthorised use of its user name and password or any other breach of security.
  4. Warranties, indemnities and liability
    1. Warranties by User

The User represents and warrants to Entrust that:

      1. it has the right to enter into and perform this Agreement;
      2. neither the entry into this Agreement nor the performance by the User of its obligations will cause it to be in breach of any agreement to which it is a party or is subject.
    1. Warranties by Entrust

Entrust represents and warrants that:

      1. it has the right to enter into and perform this Agreement;
      2. neither the entry into this Agreement nor the performance by Entrust of its obligations will cause it to be in breach of any agreement to which it is a party or is subject; and
      3. it has the right to grant the Limited Licence to the User and the Licensed Software does not infringe the Intellectual Property Rights of any other person.
    1. Exclusion of representations and warranties
      1. By accessing and using the Site, the App or the Service, the User assumes all risks associated with such access and use.
      2. Entrust makes no warranties, representations or undertakings in relation to the Licensed Software, the Site, the App or the Services.  In particular, having regard to nature of the Software as a beta version, Entrust:
        1. makes no warranties, representations or undertakings in relation to the fitness for purpose, utility or quality of the Software; and
        2. is not responsible for the results of any action taken, either by or for the User, in reliance on information or material supplied or not supplied through the Site, the App or the Service.
      3. The User agrees that the Service may use or incorporate third party products or services and that Entrust does not make any warranty or representation as to the availability of the products or services of any third party suppliers or their the fitness for purpose, utility or quality.
      4. To the maximum extent permitted by law, unless expressly provided in this Agreement, all implied terms, conditions, warranties and any other additional obligations are excluded from this Agreement.  If any legislation implies into this Agreement any term, condition, warranty or additional obligation that cannot be lawfully excluded, then that term, condition, warranty or additional obligation will be included in this Agreement only to the extent required by the relevant legislation, but each party’s liability in respect of any breach of that term, condition, warranty or additional obligation will be limited to the maximum extent (if any) permitted by that legislation.
    2. Liability
      1. Subject to clause 10.3(d) and to the maximum extent permitted by law, Entrust’s liability to the User for all claims in respect of the Site, the App and the Service will be limited to the aggregate amount paid to Entrust by the User during the twelve (12) month period prior to the date any claim is made.
      2. Under no circumstances will Entrust be liable to the User (to the maximum extent permitted at law and whether in tort (including negligence), contract or otherwise) for any claim for Consequential Loss.
      3. The User acknowledges and agrees that:
        1. Entrust cannot be held liable for any Defect or any degradation of the Services if that Defect or degradation is caused by any failure of the User Operating Environment or the products or services of third parties;
        2. Entrust cannot be held liable for any loss of, or corruption to, User Data and any costs or expenses incurred in respect of such loss or corruption (including the cost of reconstructing, recreating or reloading any lost or damaged data);
        3. where Entrust has relied upon the use of emerging technologies (such as artificial intelligence and blockchain technologies or similar) for the purposes of collating, analysing, forecasting and representing the User Data through the Service, Entrust cannot be held liable for the representation of that User Data based upon any emerging technologies; and
        4. Entrust cannot be held liable for the output of the Service, or any reliance, decisions or advice made in respect of or in reliance on that output, where an input to the process that created the output was data on a blockchain (or similar service).
    3. User’s indemnity

The User indemnifies, and must keep indemnified, Entrust from and against all Loss suffered or incurred by Entrust (including legal fees on a full indemnity basis) directly or indirectly as a result of:

      1. any User Data entered by the User using the Site or the App;
      2. any decision or action taken by the User in reliance on any information or materials on the Site or the App Posted by any other user of the Site or the App; or
      3. any breach by the User of this Agreement,

and the indemnity in this clause 10.5 shall survive the expiration or termination of this Agreement.

  1. Sub-contracting

Entrust may sub-contract for the performance of this agreement or any part of this Agreement including but not limited to performance of the Basic Support Services.

  1. Termination
    1. Suspension

Entrust may suspend the User’s access to the Site and the App if Entrust reasonably considers that the User is in breach of this Agreement.

    1. Termination by notice

A party (Non-Defaulting Party) may terminate this Agreement immediately by giving notice in writing to the other party (Defaulting Party) if the Defaulting Party:

      1. is in material or persistent breach of this Agreement and such breach has not, if capable of remedy, been remedied to the reasonable satisfaction of the Non-Defaulting Party within five (5) days of receiving a notice in writing specifying the breach and requiring its remedy; or
      2. is in material or persistent breach of this Agreement and such breach is incapable of remedy.
    1. Consequences of termination
      1. Without limiting any other provision in this Agreement, the provisions of this clause 12 shall continue to have full force and effect and bind the parties upon expiration or termination of this Agreement.
      2. Any expiration or termination of this Agreement will be without prejudice to the rights of each party against any other in respect of anything done or omitted under this Agreement prior to such expiration or termination (as the case may be).
      3. Clauses 6, 7, 8, 10.4, 10.5, 14 and 15 shall survive the expiration or termination of this Agreement.
  1. Force Majeure

Entrust accepts no liability for any delay or failure to perform its obligations under this Agreement if such a delay or failure is due to circumstances beyond Entrust’s reasonable control.

  1. Definitions

In these terms and conditions:

Agreement means the Agreement between the User and Entrust comprising these terms and conditions.

App means the application provided by Entrust to the User via a digital distribution service such as the AppStore (for Apple devices) or Google Play (for Android devices) which contains the Software.

Confidential Information means:

  • the terms of this Agreement and any information disclosed by one party or its Personnel that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential;
  • in respect of Entrust, all information provided by or on behalf of Entrust to the User relating to the Licensed Software including but not limited to trade secrets, technical information and technical drawings, commercial information about Entrust or persons with whom it deals and product and market information;
  • in respect of the User, the User Data,

but excluding information available to the public through no fault or action of the recipient of the Confidential Information or information which a recipient can prove it lawfully possessed before obtaining it in connection with this Agreement.

Consequential Loss means any:

  • indirect or consequential loss, damage, injury or expense;
  • loss, damage, injury or expense (whether direct, indirect or consequential in nature) which constitutes, or arises out of, loss of actual or anticipated revenue or profits, loss of, or interruption to, business, loss of production, loss of opportunity, loss of goodwill, loss of contract, loss of anticipated savings or increased costs of working; or
  • special, exemplary or punitive damages,

whether or not it was reasonably foreseeable or reasonably within the contemplation of the parties at the commencement of the Limited Term;

Defect means any defect or error in the Licensed Software such that the Licensed Software does not operate as intended by Entrust.

Harmful Code means any computer virus, trojan, worm, other malicious computer code or other forms of interference that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorised access to or corruption of data.

Intellectual Property Rights means any and all:

  • current and future registered and unregistered rights created by or which have been or may in the future be acquired by Entrust, including but not limited to any rights in: brand names, business names, computer software (including but not limited to proprietary databases and algorithms) and its related documentation and any modifications thereto, confidential information, copyright, designs, discoveries, inventions, know-how, patents, semiconductor or circuit layouts, trade marks, trade names, trade styles and trade secrets;
  • rights to apply for grant of any of the above;
  • other rights of a similar nature arising (or capable of arising) under statute or at common law in the Commonwealth of Australia or anywhere else in the world; and
  • rights to other future intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation, 1967,

for the full period of the rights and all renewals and extensions.

Licensed Software means the Software subject to the Limited Licence set out in clause 2 of this Agreement.

Loss means loss or damage of any kind (including liability to a third party).

Modification means any modification, adaptation, alteration or enhancement to the Licensed Software; or any merger of the whole or any part of the Licensed Software with any other software.

Modify means to make a Modification.

Personnel means officers, employees, agents, contractors and representatives.

Post means to make available information, data and/or other materials on the Site or the App.

Process means to perform an operation or set of operations on data, content or information, whether or not by automated means, including to collect, record, organise, structure, store, adapt or alter, retrieve, consult, use, disclose by transmission, disseminate or otherwise make available, align, combine, restrict, erase or destroy.

Site means the website operated by Entrust at entrust.global.

Service means the services provided by Entrust through the Site or the App as described in clause 1 of this Agreement.

Software means a proprietary supply chain software management platform known as ‘Entrust’, which is designed to capture and enable the exchange of data to, among other things, verify provenance and authenticity of products, which is currently in “beta” form.

User Operating Environment means the User’s hardware and software operating environment.

User Data means all data and information of any kind relating to the User, its business or operations in whatever form and whether entered by or on behalf of the User using the Site or the App, stored in, generated by, transferred to or processed through the Licensed Software, or otherwise transferred to Entrust.

  1. Miscellaneous
    1. The User may not assign its rights or obligations under this Agreement.
    2. This Agreement may only be amended in writing signed by the parties.
    3. A party may only waive a breach of this Agreement in writing signed by that party or its authorised representative.  A waiver is limited to the instance referred to in the writing (or if no instance is referred to, to past breaches only).
    4. If any term of this Agreement is void, voidable or unenforceable, the term will be read-down, limited or, if necessary, excluded to the extent necessary to make it not void, voidable or unenforceable, and all other terms will remain in full force and effect.
    5. These terms and conditions record the entire agreement between the parties about its subject matter.
    6. This Agreement is governed by the laws of South Australia.  The parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia and the division of the Federal Court of Australia in that jurisdiction, and the courts of appeal from them.