User License Agreement
In this licence agreement (Agreement), the app to which this Agreement applies is referred to as the Authentified App.
The Authentified App is operated by Authentified Operations Pty Ltd of 5/111 Cecil Street South Melbourne VIC 3205 (Authentified, we, us or our). The Authentified App is to be used by customers (you or your) of an organisation that has been granted a licence to use the Authentified App by Authentified (Licensee).
This Agreement is a legally binding agreement between you and Authentified and governs the relationship between you and Authentified in relation to your use of Authentified App.
By logging in or otherwise using the Authentified App, you accept and agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not use the Authentified App, or otherwise immediately discontinue using the Authentified App.
Use of the Authentified App
To use the Authentified App, you must be a customer of the Licensee.
This Agreement, and your rights to use Authentified App end upon the licence agreement between Authentified and the Licensee (Licence Agreement) expiring or terminating.
Authentified may, in its absolute discretion, and without liability to you, terminate your access to the Authentified App if you or any other user of Authentified App acts in a way that, in the opinion of Authentified, is likely to be detrimental to the interests of Authentified.
Grant of Licence
Authentified grants you a non-exclusive, revocable, non-transferable licence to install and use Authentified App for the purpose of consigning fashion items that you own, in your capacity as a customer of the Licensee (Purpose).
You agree to use Authentified App solely for the Purpose and only in connection with the Stores, as directed by Authentified and to comply with any other reasonable requirements, restrictions or instructions given by Authentified, including via Authentified App or the Licensee.
Ownership
The Authentified App is licenced and not sold to you. This Agreement only grants you the right to use the Authentified App on the terms of this Agreement, and you do not acquire any rights, express or implied, in Authentified App other than those specified in this Agreement. Authentified retains all right, title, and interest in and to the Authentified App, including all patents, copyrights, trade secrets, and other intellectual property rights (IP Rights) incorporated therein.
Other than as expressly set out in this Agreement, you must not copy any part of the Authentified App or any information, materials, emails, videos and tutorials that Authentified may supply to the Licensee or you to assist in the maintenance, operation and support of the Authentified App (User Documentation).
Licence Restrictions
You must:
only use the Authentified App for the Purpose and not for the benefit of any third party;
where required, ensure that you securely receive, access, and use the One-Time Password (OTP) issued to you for accessing the Authentified App, maintain the confidentiality of the OTP, and immediately notify the Licensee or Authentified if any OTP has been lost, stolen, or compromised in any way; and
not share your OTP with any other person.
Except as provided otherwise in this Agreement, you must not, and must not permit any third party to:
use the Authentified App or any OTP issued to you for accessing the Authentified App;
infringe the IP Rights of Authentified or any other person
reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Authentified App or any related technology or software or use data mining, robots, software, scripts or other methods of automated data gathering on the Authentified App;
collect, use, copy, modify, transfer, republish, licence, sell or re-sell access to the Authentified App or the information, content, text, graphics, user interfaces, logos, icons, services, sounds and computer code made available through or in connection with the Authentified App (Content);
interfere with the reasonable operation of the Authentified App, or impede the use of the Authentified App by others;
remove or destroy any product identification, copyright notices, or other proprietary markings or restrictions of Authentified from the Authentified App;
use the Authentified App in violation of any laws, regulation or court order, or for any unlawful or abusive purpose;
use the Authentified App in any manner that could harm Authentified, its officers, employees, agents, contractors, service providers, or any other person;
perform an action with the intent of introducing to the Authentified App any viruses, worms, defects, trojan horses, malware or any items of a destructive nature or disabling the Authentified App or other end user devices; or
circumvent or attempt to tamper with the security of or disable any of the Authentified App or other end user devices.
Access and Availability
While Authentified will try to ensure that the Authentified App to accessible to you, Authentified does not warrant:
that the services available through the Authentified App will be uninterrupted or error free;
that you will have continuous access to the Authentified App; or
that data, information or files (including the Content) transmitted to the you from or in connection with the Authentified App will be free of faults, errors, viruses, worms, Trojan horses or other code that contains contaminating or destructive properties. The User is responsible for implementing sufficient procedures and security to satisfy the User's particular requirements for accuracy of any information and data it inputs into the Authentified App and for maintaining a means external to Authentified for the reconstruction of such information and data.
Authentified will not be liable in the event that the Authentified App is unavailable for you to use due to:
any events caused by Authentified, whether negligent or not; or
any events beyond the control of Authentified, including but not limited to, server downtime attributable to malfunction, upgrades or preventative or remedial maintenance activities, or any other reason whatsoever.
Disclaimer and Liability
We provide the Authentified App to you on an "as is" basis. You agree that Authentified has not made any representation or warranty of any kind relating to the Authentified App other than the terms of this Agreement.
You acknowledge and agree that Authentified:
makes no representation or warranty that the Authentified App will fulfil, or is appropriate, for your requirements or circumstances;
does not warrant that the Authentified App will function in accordance with any claim made by Authentified; and
has no liability to any person arising howsoever in connection with the Authentified App.
You must not rely solely on Authentified App in managing and operating the Stores and you must make your own enquiries as to the suitability of the Authentified App for your requirements or circumstances.
While Authentified will try to ensure that the Authentified App is accessible to you, Authentified does not warrant:
you will have continuous access to the Authentified App; and
that data, information or files (including the Content) transmitted to you from or in connection with the Authentified App will be free of faults, errors, viruses, worms, Trojan horses or other code that contains contaminating or destructive properties.
We endeavour to ensure that the Authentified App is provided and maintained with due care and skill and that the Authentified App is reasonably fit for purpose, however we do not make any warranty in this regard.
Your warranty and indemnity
You agree to release, indemnify and keep indemnified Authentified and its officers, employees, related bodies corporate (as defined in section 50 of the Corporations Act 2001 (Cth) (“the Act”) and related entities (as defined in section 9 of the Act) and agents from and against any and all claims, losses, damages and expense (including legal fees and litigation costs) arising from or related to your use or misuse of the Authentified App, or your breach of any of the provisions of this Agreement or applicable laws, rules and regulations, except to the extent such claims, losses, damages and expenses are result directly from any negligence of Authentified or a breach by Authentified of this Agreement.Copyright and Trade Marks
You may not in any form or by any means:
adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of any Content on Authentified App; or
commercialise any information, products or services obtained from any part of any Content on the Authentified App, without our prior written agreement or, in the case of third-party material, from the owner of the copyright in that content.
You acknowledge and agree that:
the IP Rights in the "Authentified" name, brand and trade mark (and any associated branding and trade marks) (Authentified Brand) is owned solely by Authentified;
You:
have no legal or beneficial right, title or interest in or to the Authentified Brand or any IP Rights in the Authentified Brand;
are not entitled to use, or to sub-licence the use of, the Authentified Brand; and
must not do anything that will or might reflect adversely on or damage the reputation of the Authentified Brand; and
any rights, IP Rights and goodwill arising in connection with the use of the Authentified Brand vests in Authentified.
Security
Authentified has taken reasonable steps to protect any information that you transmit to us through Authentified App, however we cannot guarantee that all information that is transmitted to us is totally secure. Accordingly, any information that is transmitted to us is transmitted at your own risk.
Authentified makes no warranty that the functionality of Authentified App will be uninterrupted or error free, that defects will be corrected or that Authentified App or the server that makes it available, are free from viruses or anything else which may be harmful or destructive.
You must take your own precautions to ensure that the process which you employ for accessing the Authentified App does not expose you to the risk of viruses, malicious computer code or any other form of interference or disruption which may damage your own computer system or network. We do not accept responsibility for any interference, disruption or damage to your own computer system or network which arises in connection with your use of the Authentified App or any linked website.
Governing Law
This Agreement is governed by the laws in force in the State of Victoria, Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of or in Victoria and the courts of appeal therefrom in relation to any legal proceeding in respect of these Terms or the use of the Authentified App.
Authentified makes no representation that the Content of the Authentified App complies with the laws of any country outside Australia. It is therefore your responsibility to ensure that the Authentified App and your use of Authentified App complies with the relevant laws at the place in which you reside. You must ensure that your access to the Authentified App is not illegal or prohibited by laws which apply to you.
General
You agree that Authentified may use any of your personal information (as that term is defined in the Privacy Act 1988 (Cth)) for purposes connected with the License Agreement and to provide the Authentified App to you.
This Agreement sets out the entire agreement and understanding between you and Authentified with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings and representations.
Any failure by a party to exercise any right under this Agreement or any delay by a party in exercising a right under this Agreement does not operate as a waiver. The single or partial exercise of any right under this Agreement by that party does not preclude any other or further exercise of that or any other right by that party. A waiver of one breach of a term of this Agreement does not operate as a waiver of another breach of the same term or any other term of this Agreement.
If any provision of this Agreement is invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions will not be affected and such invalid, illegal or unenforceable provision is to be severed from this Agreement.
Termination of this Agreement or your access to Authentified App will not end those provisions of this Agreement that are capable of surviving the termination of this Agreement.
You agree that we can amend this Agreement at our sole discretion, however we will provide notice to you of such amendments and such amendments will not be retrospective. If you do not agree to those amendments, you must stop using the Authentified App.
You may not assign your rights under this Agreement to any other person. However, you agree that we may assign our rights and novate our obligations under this Agreement to any person upon notice to you.