End User License Agreement

SureComply Technologies Pty Ltd (ABN 57 628 562 916)

THIS AGREEMENT made BETWEEN

SureComply Technologies Pty Ltd (ABN 57 628 562 916) of 501 Church Street, Richmond, Victoria, 3121 ("Licensor") trading as “OnePassport”

- and -

You ("Licensee")

(the "Parties")

  1. Definitions and interpretation
    In this Agreement (including the recitals) unless the context otherwise requires:

    Agreement means this agreement and its schedule;

    Product means OnePassport System as detailed in Schedule 1;

    Licensed Period means the term of the license in Schedule 1 or unless terminated by the parties in writing in accordance with Cl. 13.

    Terms means the terms and conditions of this Agreement.

  2. Interpretation
    In this Agreement unless the context otherwise requires:

    1. headings are for convenience only and do not affect its interpretation and construction;
    2. the singular includes the plural and vice versa;
    3. words importing a gender include other genders;
    4. 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;
    5. 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;
    6. "includes" is not a word of limitation;
    7. a reference to any thing is a reference to the whole and each part of it;
    8. a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
    9. a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.
  3. Acceptance
    3.1. This Agreement is between you and the Licensor, and governs the Products made available to you.

    3.2. Upon:

    • 3.2.1. selecting the 'Accept' option;
    • 3.2.2. payment of the license fee for the Product at the point of purchasing the licence for the Product; or
    • 3.2.3. upon downloading, installing or using the Product (whichever comes first),

    3.3. If you do not agree to the Terms of this Agreement, you must not install, use, or copy the Product.

  4. License grant
    This Agreement entitles you to

    • 4.1. install and use this Product by the Licensor for the period of the License Period; and

    • 4.2. install and make an archival copy of the Product on a storage medium other than a hard drive and may only be used for the reinstallation of the Product for the period of the licence period only.

  5. Permitted Uses
    This Agreement permits the installation of the Product for the purposes of the License Period only and must not be installed:

    • 5.1. on more than one computer at any given time;

    • 5.2. on a system that allows shared use of applications;

    • 5.3. on a multi-user network; and

    • 5.4. on any configuration or system of computers that allow multiple users by the provider who has been granted a license only.

  6. Limitations

    6.1. Limitations on transfer

    You may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Products.

    6.2. Limitations on use

    You may not:

    • 6.2.1. share the Licence, or contents of the Product, with others;
    • 6.2.2. decompile, "reverse engineer", disassemble, or otherwise attempt to derive the source code for the Product;
    • 6.2.3. broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the Product or any part of the product
    • 6.2.4. post the Product or part of the Product on any website;


    6.3. Limitations on derived works

    You may not modify the Product, create derivative works based upon the Product, or use the Product to develop any product having the same primary function as the Product.

    6.4. Limitations on alteration

    You may not:

    • 6.4.1. a. modify the Product or create any derivative work of the Product or its accompanying documentation. Derivative works include but are not limited to translations; or
    • 6.4.2. b. alter any files or libraries in any portion of the Product.


    6.5. Limitations on copying

    You may not copy any part of the product except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.

  7. Ownership

    SureComply Technologies Pty Ltd or its subsidiaries, affiliates, and suppliers retain all rights, title and interest, including all copyright and intellectual property rights, in and to, the Product and all copies thereof including its patents, trademarks, and copyright.

  8. Warranties and exclusions

    • 8.1. Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on SureComply Technologies Pty Ltd and its subsidiaries, affiliates, and suppliers ("Implied Terms"). If these Implied Terms apply, SureComply Technologies Pty Ltd's liability will be limited at its option to resupply, repair or replacement of the Product or the cost of such resupply, repair or replacement, to the extent permitted by law.

    • 8.2. Unless otherwise explicitly agreed to in writing by SureComply Technologies Pty Ltd, subject to the Implied Terms, all representations, guarantees, conditions and warranties of any nature are expressly excluded.

    • 8.3. Nothing in this clause excludes, restricts or modifies your rights under an Implied Term.

  9. Exclusion of damages

    Subject to any Implied Term, SureComply Technologies Pty Ltd, its directors, officers, employees, or agents will not be liable to you or any other party for indirect, consequential, special, incidental, punitive or exemplary damages of any kind (including loss of revenues or profits or loss of business) arising in connection with these Terms, the Product, any software for the Product or any support services for the Product, whether based on contract, tort, statute, or any other legal theory.

  10. Limitation of liability and remedies

    To the extent that the applicable jurisdiction limits SureComply Technologies Pty Ltd's ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.

  11. Licensee indemnity

    You will indemnify SureComply Technologies Pty Ltd, its directors, officers, employees, agents and contractors in full against any liability, loss, damages, costs and expenses as a result of or in connection with your use of the Product, including but not limited to, any modification by you of the Product which causes the Product to infringe the intellectual property rights of a third party.

  12. Variation of Terms

    SureComply Technologies Pty Ltd reserves the right to amend these Terms from time to time without notice to you and you will be subject to the Terms in force at the time you purchase the Licence for the Product or download the Product whichever is applicable.

  13. Licensed Term

    Your license begins on the date the software is made available for download or installation and continues until terminated or the end of the Licensed Term. This is the start date of your subscription and continues until terminated.

  14. Termination

    Without prejudice to any other rights, SureComply Technologies Pty Ltd may terminate this Agreement immediately and without further notice if you fail to comply with the Terms of this Agreement. In such an event, you must destroy all copies of the Product.

    If the Licensee materially breaches this EULA and does not cure that breach within thirty (30) days after receipt of written notice of the breach the non-breaching party may terminate this agreement.

    If this agreement is terminated the Licensee must cease any further use of the software and destroy any copies used by you.

  15. Confidential Information and Data

    The Licensor agrees to hold in confidence and use no less than reasonable care to avoid the disclosure of any Confidential Information to any third party except for its employees, affiliates and contractors who have a need to know such information in connection with this agreement and are under written confidentiality obligation in relation to any confidential information stored through the Licensees use of the Product.

  16. How we Use your Data

    SureComply Technologies Pty Ltd processes and uses data to deliver, analyse, support and improve the Product and as otherwise permitted by OnePassport’s Privacy Statement - https://onepassport.co/PrivacyPolicy.

    SureComply Technologies Pty Ltd maintains appropriate administrative, physical and technical safeguards, which are designed to protect the security, confidentiality and integrity of data processed by OnePassport.

  17. General provisions

    • 17.1. Any provision of, or the application of any provision of this Agreement, which is prohibited in any jurisdiction is ineffective only to the extent of that prohibition

    • 17.2. Any provision of, or the application of any provision of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision or of the remaining provisions in that or any other jurisdiction.

    • 17.3. The failure, delay, relaxation or indulgence on the part of a part in exercising, in part or whole, any power, right or remedy conferred upon that party by these Terms shall not operate as a waiver of that power, right, or remedy.

    • 17.4. This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written.

    • 17.5. If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

    • 17.6. This Agreement shall be governed by and construed in accordance with the laws of Victoria.

SCHEDULE 1 PRODUCT
NAME OF PRODUCT OnePassport System
DETAILS OF PRODUCT: OnePassport | Profile
Collect and store your own employment, qualifications, skills and compliance information. Including independent, third party verification and the ability to easily share the information.

OnePassport | Comply
A powerful set of tools that helps organisations to save time and money, and reduce risk, in workforce compliance management.

OnePassport | HR
A simple suite of HR capabilities to extend Comply. Allowing organisations to use the OnePassport system as a full HR Information System (HRIS).

LIMITATIONS OF USE This Agreement limits the use of the SureComply Software to an individual user within the terms outlined in this agreement.