Verinote End User License Agreement and Terms of Use

Verinote End User License Agreement and Terms of Use

End User License Agreement

VeriSaaS Pty Ltd (VeriSaaS) is a privately held entity which provides software, information security and cloud infrastructure services for government and regulated industries (VeriSaaS Services). Based in Australia, VeriSaaS provides services internationally. VeriSaaS is the creator and owner of “Verinote” Software (Software) created to capture, retrieve, and audit information, records, intelligence and evidence electronically which is captured by a user of the VeriSaaS Services to replace handwritten records, or for use as field intelligence, information and evidence collection.

In this Agreement VeriSaaS Services and Verinote Software are collectively referred to as “Services”.

VeriSaaS Details:

 

Name

VeriSaaS Pty Ltd (“VeriSaaS”)

ABN

78 639 993 374

Address

PO Box 425 Pacific Fair Queensland Australia 4218

Website Addresses

verisaas.com; verinote.app; verinote.com.au and verinote.uk.

 Email address Legal@verisaas.com

Telephone number(s)

+61 300 837 466

  

This End User License Agreement (Agreement) sets out the obligations and conditions between all individual end users (Subscribers, You, Your) and VeriSaaS, relating to use of the Services.

PLEASE READ THIS AGREEMENT CAREFULLY.  IT IS AN EXPRESS CONDITION THAT ALL SUBSCRIBERS WHO ACCESS THE SERVICES AND USE THE SOFTWARE ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BY CLICKING ON THE “I AGREE” BOX BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERM OF THIS AGREEMENT, CLICK THE “I DO NOT AGREE” BOX, EXIT IMMEDIATELY AND DO NOT USE THE VERISAAS SERVICES. 

YOU WARRANT AND AGREE THAT YOU HAVE THE NECESSARY AUTHORITY AND CAPACITY TO CONSENT TO THE TERMS OF THIS AGREEMENT AND THAT YOU UNDERSTAND THAT BY CLICKING ON THE “I AGREE” BOX BELOW, THAT YOU ARE LEGALLY BOUND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERM OF THIS AGREEMENT, CLICK THE “I DO NOT AGREE” BOX, EXIT IMMEDIATELY AND DO NOT USE THE SERVICES.

VeriSaaS and the Subscriber acknowledge and agree that this Agreement is effective and in force immediately upon the date that the Subscriber clicks the “I agree” box (Effective Date).

NOW THEREFORE, in consideration of the mutual promises contained herein and other considerations, the parties agree as follows:

a. Where the Subscriber is an individual, subscribing in their personal capacity, VeriSaaS grants to the Subscriber, and the Subscriber accepts from VeriSaaS, a limited, non-exclusive, non-transferrable right to access and use the Services solely for the Subscriber’s personal and non-commercial use. 

b. Where the Subscriber is Agency/Corporate Subscriber (see c below), the Subscriber acknowledges and agrees that they are bound by the relevant Acceptable Use Policy (AUP) agreed to between the VeriSaaS Agency or Corporate Subscriber and VeriSaaS, in addition to the terms of this EULA.

c. The Services shall not be used by any person that is not a duly authorised Subscriber. Authorised Subscribers are either:

  • individuals who subscribe online in their own right and who pay the license fee directly to VeriSaaS (Individual Subscriber); or 
  • individuals authorised by an agency or corporate Subscriber of VeriSaaS, where the license fee is paid to VeriSaaS by VeriSaaS’ Subscriber (Agency/Corporate Subscriber). 
 

d. The use of the Services by the Subscriber pursuant to this Agreement shall be subject to all VeriSaaS’ legal notices, including the VeriSaaS Privacy Policy, Website and WebApp Terms and Conditions of Use, published at https://verisaas.com/legal and any other applicable web or mobile site used to access the Services.

1. Sign-up and Commencement of Services for Individual Subscribers (not applicable to VeriSaaS Agency and Corporate customers)

1.1. When subscribing to the Service, the amount payable by the Individual Subscriber for the Services and the License provided hereunder will be set out in a tax invoice or through the online purchase/payment system available at https://www.verisaas.com/purchase. 

1.2. The amount payable comprises (i) a one-off base rate, and (ii) a per user license fee (Subscription Fee).

1.3. VeriSaaS will provision the Services only after the Subscriber has paid the invoiced amount in full (See clause 6 below).

2. Sign-up and Commencement of Services for individual users authorised by a VeriSaaS Agency or Corporate customer)

2.1. VeriSaaS Agency or Corporate customer Personnel (“Personnel”) means any person who is employed by or contracted to the VeriSaaS Customer, or a subcontractor appointed by the VeriSaaS Customer, who uses the Services.

2.2. Personnel are not required to pay a Subscription Fee to VeriSaaS for the Services, because the fees charged for the Services are paid by the VeriSaaS Agency or Corporate customer directly to VeriSaaS.

2.3. Personnel are required to comply with all the terms and conditions of this agreement and the AUP agreed to between the VeriSaaS Agency or Corporate customer and VeriSaaS.

3. Subscription Commencement Date

3.1. The Subscription Commencement Date is the date of the VeriSaaS tax invoice referred to in clause 1.1 above (the Commencement Invoice).

3.2. The Term of this Agreement shall commence on the Commencement Date and shall continue until terminated as provided for herein. 

4. Subscription Term

4.1. The initial Subscription Term will be twelve (12) calendar months from the date of the Commencement Invoice.

5. Renewal Terms

5.1. Each Subscription Renewal Term will be twelve (12) calendar months.

5.2. The Agreement shall automatically renew for each subsequent Subscription Term, unless either VeriSaaS or the Subscriber (Party/Parties) provide Written notice of their election not to renew the Agreement at least fourteen (14) days prior to the end of the current Subscription Term, or, otherwise terminate this Agreement pursuant to the terms of this Agreement. 

6. Subscription Fee

6.1. VeriSaaS Agency or Corporate customer Personnel Subscription Fees will be paid directly to VeriSaaS by the Agency or Corporate customer.

6.2. Individual Subscribers shall pay to VeriSaaS the Subscription Fee for the initial Subscription Term of 12 (twelve) months within 7 (seven) days of receipt of the tax invoice or through the online purchase/payment system available at https://www.verisaas.com/purchase referred to in clause 1.1 above. 

6.3. The amount of the Subscription Fee detailed on the tax invoice will include Australian General Sales Tax (GST).  Fees are quoted in Australian Dollars and Subscribers in other jurisdictions must agree to applicable foreign currency exchange rates when making payment. The Subscriber is liable for any and all applicable taxes.

6.4. VeriSaaS reserves the right to increase the Subscription Fee at the commencement of each Subscription Term, and the Parties will agree to any increase at least fourteen (14) days prior to the end of the previous Subscription Term.

6.5. The Subscriber shall provide a valid credit card, electronic funds transfer or other acceptable method of payment to VeriSaaS and shall take all necessary steps to authorise payment of the Subscription Fee. By agreeing to this Agreement, the Subscriber authorises VeriSaaS to automatically charge the Subscriber’s chosen method of payment for all Subscription Terms during the term of this Agreement. If for any reason automatic payment is denied, then the Subscriber shall pay the applicable Subscription Fee together with an AU$20.00 late fee to VeriSaaS within 7 (seven) days of Written notice from VeriSaaS.

6.6. If payment to VeriSaaS is outstanding for more than 7 (seven) days from notice by VeriSaaS, access to the Services will be denied and the Services terminated.

6.7. Any additional payment terms between the Subscriber and VeriSaaS shall be agreed to in Writing, including but not limited to an invoice, billing agreement, or other Written document. 

6.8. “Writing” and “Written” for the purposes of this Agreement shall include writing on paper and email (including email provided through the functionality on the VeriSaaS’ web and mobile sites), but shall not include text messages or other electronic forms of writing.

6.9. “Sign” and “Signature” shall include signs made by hand on paper, and electronic signatures, including the “click-wrap” signature facility provided to Sign this Agreement by clicking the box provided to demonstrate agreement and the intention to be bound by the terms of this Agreement.

7. Termination

7.1. Upon termination of this Agreement for any reason whatsoever, all rights, licenses and subscriptions granted to the Subscriber shall immediately terminate. The Subscriber shall cease using the Services.

7.2. VeriSaaS reserves the sole and absolute right to terminate the Services if and when it deems this necessary.

8. Intellectual Property Rights

8.1. The Subscriber acknowledges and agrees that all right, title, and interest in and to the Services and the Software, together with its codes, sequences, derivative works, organisation, structure, interfaces, documentation, data, trade names, trademarks, or other related materials (VeriSaaS IP), is and at all times shall remain, the sole and exclusive property of VeriSaaS. VeriSaaS IP contains trade secrets and proprietary information owned by VeriSaaS and protected by Australian law and international agreements. Except for the right to use the Services and Software, as expressly provided for herein, this Agreement does not grant to the Subscriber any rights to or in copyright, patents, trade secrets, trade names, service names or marks, trademarks (whether registered or not), databases, or any rights or licenses with respect to the Services or the Software.

8.2. The Subscriber shall not attempt, or directly or indirectly attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse engineer, disassemble, reverse compile, download, transmit or distribute all or any portion of the Services and/or Software in any form or media or by any means. Nor, shall the Subscriber allow any third-party to do likewise.

8.3. The provisions of the Intellectual Property Rights clause shall survive termination of this Agreement.

9. Accessibility 

9.1. VeriSaaS shall use commercially reasonable efforts to make the Service available on a twenty-four hours per day, seven days per week (24×7) basis during the Term of this Agreement, except for:

a) Scheduled system back-up or other on-going maintenance as required and scheduled in advance by VeriSaaS; or

b) For any unseen cause beyond VeriSaaS’s reasonable control, including but not limited to internet service provider or communication network failures, or Force Majeure events.

10. Performance

10.1. VeriSaaS will monitor performance indicators on the systems and network infrastructure (its own and that of third-party service providers) in order to assess the overall performance of its Services and will take reasonable steps to address systems and network infrastructure as required to maintain satisfactory performance of the Services. VeriSaaS will however not be responsible for any failure to perform resulting from third-party dependencies such as telecommunications service providers.

10.2. VeriSaaS reserves the right to monitor, and to restrict the Subscriber’s ability to use the Service, if the Subscriber is using excessive computing resources which are impacting the performance of the Service for other Subscribers.  VeriSaaS agrees to notify the Subscriber in cases where it restricts use, and in good faith work with Subscribers to determine appropriate solutions.

10.3. The Subscriber must not use any shared system provided by VeriSaaS and/or the Subscriber in a way that unnecessarily interferes with the normal operation of the shared system, or that consumes a disproportionate share of the resources of the shared system. The Subscriber must agree that VeriSaaS may quarantine or delete any data stored on a shared system if the data is infected with a virus, or is otherwise corrupted, and has the potential to infect or corrupt the system or other Subscribers’ data that is stored on the same system.

11. Third party charges

11.1. VeriSaaS is not responsible for all data and other like charges arising from the Subscriber’s own third-party dependencies such as telecommunications service providers. 

12. Maintenance and Support

12.1. VeriSaaS shall maintain the Software and the Services and provide patches and fixes where necessary at no extra cost. 

12.2. The maintenance provision in 12.1 shall not include major software releases, new versions of the Software, additional functionality, or custom programming, which VeriSaaS, at its sole discretion, may provide at an additional cost and as otherwise agreed between the Subscriber and VeriSaaS.

13. Security Considerations

13.1. The Subscriber must maintain security in the acquisition and use of the VeriSaaS Services in accordance with applicable standards, frameworks, and best practice.

13.2. The Subscriber must ensure they are using the latest Operating Systems on all devices used to access VeriSaaS Services.

13.3. The Subscriber must ensure they are using the latest VeriSaaS Services software versions available to them.

13.4. The Subscriber must ensure they are using a strong password/passphrase only known to them and not share or make available that password to any other person.

13.5. The Subscriber must not share account information or access with any other person.

13.6. The Subscriber must ensure appropriate physical security when using VeriSaaS Services to mitigate the risk of their credentials, account information or passwords/passphrases being compromised.

14. Subscriber Data and Information Classification 

14.1. The Subscriber must identify all Subscriber Data (text, sound, video, image files, software, data, records, evidence etc.) in their possession or under their control and classify it accordingly.

14.2. The subscriber must ensure that data is protected and handled in accordance with its classification.

15. Incorrect Use of Systems and Services

15.1. The Subscriber must not access or use the VeriSaaS Systems or the VeriSaaS Services to engage in, foster, or to promote illegal, abusive, fraudulent, or irresponsible behaviour, including: 

a) Any activity or conduct that is or is likely to be in breach of any applicable laws, codes or regulations, including criminal laws, telecommunications and data surveillance laws, data protection and privacy laws, and laws relating to unsolicited commercial electronic messages; 

b) Use of an internet account or computer without the express authorisation of the owner of the system, device or network; 

c) Unauthorized access to, or use of data, systems, device, or networks, including any attempt to access without authority, probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorisation of VeriSaaS, and/or the owner of the system, device or network; 

d) Monitoring data or traffic on any network or system without the express authorisation of the owner of the system, device or network; 

e) Intentionally, knowingly or recklessly, introducing any virus or other malicious code, back-door or similar vulnerability into the VeriSaaS Service; 

f) Collecting or using information, including email addresses, screen names or other identifiers, by deceit (such as, phishing, Internet scamming, password robbery, spidering, and harvesting); 

g) Use of any false, misleading, or deceptive TCP-IP packet header information in an email or a newsgroup posting; 

h) Distributing software that covertly gathers or transmits information about a User; 

i) Any conduct that is likely to result in any server being the target of a denial of service (DoS) attack or distributed denial of service (DDoS) attack;

j) Any activity intended to withhold or cloak identity or contact information, including the mission, deletion, forgery or misreporting of any transmission or identification information, such as return mailing and IP addresses; 

k) Any action which directly or indirectly results in any VeriSaaS Internet Protocol (IP) space being listed on any abuse database; 

l) Any action that is otherwise illegal or solicits conduct that is illegal under laws applicable the Subscriber or to VeriSaaS.

15.2. The Subscriber must not access or use VeriSaaS Systems to publish, transmit, or store on, the VeriSaaS Services any content, or provide links to any content that VeriSaaS reasonably believes: 

a) Constitutes, depicts, fosters, promotes or relates in any manner to child pornography, bestiality, non-consensual sex acts, or otherwise unlawfully exploits persons under 18 years of age; 

b) Constitutes publication, transmission or storage of any content or links to any content that is excessively violent, incites violence, threatens violence, contains harassing content or hate speech, creates risk to a person’s safety or health, or public safety or health, compromises national security or interferes with an investigation by law enforcement; 

c) Is defamatory or violates a person’s privacy or breaches confidence; or 

d) Is otherwise malicious, fraudulent, morally repugnant,

except as authorised by applicable national security and law enforcement regulation and codes of conduct in the performance of duty by a law enforcement officer and/or Agency.

16. Default and Breach

16.1. The Subscriber will be in default of this Agreement if it fails to make any payment when due and fails to cure the default within seven (7) days following receipt of Written notice thereof by VeriSaaS. 

16.2. In addition to the monetary breach described above, either Party will be in default of this Agreement if the Party is in material breach of this Agreement and fails to cure such breach within fourteen (14) days following receipt of Written notice thereof from the non-breaching Party. 

16.3. If a Party is in default, then the non-breaching Party may terminate this Agreement or seek any other remedies available at law or in equity, except as otherwise provided in for this Agreement. 

16.4. In the event the Subscriber breaches or attempts to breach any of the provisions of this Agreement, VeriSaaS shall have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempt to breach.

17. Refunds

17.1. If a Subscriber terminates its Subscription lawfully and in terms of this Agreement, VeriSaaS will refund the amount owed to the Subscriber, calculated on a pro-rata basis as of the date of cancellation, without any deductions.  Refunds will be processed immediately and paid to an account of the Subscriber’s choice. 

17.2. Under no circumstances will base rate (clause 17.1 above) be refunded.

18. Changes by Us to Your Services

18.1. VERISAAS MAY CHANGE THE SERVICES AT ANY TIME AFTER GIVING SUBSCRIBERS THIRTY (30) DAYS NOTICE. AFTER RECEIVING NOTICE, A SUBSCRIBER MAY CANCEL THEIR SUBSCRIPTION OR AGREE TO THE CHANGE. IF A SUBSCRIBER AGREES, THEY NEED TAKE NO ACTION. IF, HOWEVER, A SUBSCRIBER DOES NOT AGREE, THE SUBSCRIBER MUST NOTIFY VERISAAS WITHIN THIRTY (30) DAYS OF THE DATE OF RECEIVING THE NOTICE OF CHANGE AND TERMINATE THE SERVICES. IF A SUBSCRIBER FAILS TO TERMINATE THE SERVICES IN THESE CIRCUMSTANCES, THEY WILL BE DEEMED TO HAVE AGREED TO THE CHANGE WHICH WILL BECOME PART OF THE AGREEMENT BETWEEN THE SUBSCRIBER AND VERISAAS. 

19. Confidentiality

19.1. In addition to and in no way limiting the requirements relating to VeriSaaS IP in 8 above, the Subscriber shall use reasonable efforts (but in no case less than the efforts used to protect its own proprietary information) to protect all proprietary, confidential and/or non-public information pertaining to or in any way connected to the Software, the Service, VeriSaaS’ financial, professional, other business affairs, and this Agreement (Confidential Information).

19.2. The Subscriber shall not disclose or publicise the Confidential Information without the prior Written Consent of VeriSaaS.

19.3. The Subscriber shall use reasonable efforts (but in no case less than the efforts used to protect its own proprietary information) not to disclose and not to use the Confidential Information for its own benefit or for the benefit of any other person or third party in any manner inconsistent with this Agreement.

19.4. The terms of confidentiality and non-disclosure in this Agreement shall terminate five (5) years from the date of termination of this Agreement.

19.5. The restrictions on disclosure shall not apply to information which was: 

a) generally available to the public at the time of disclosure, or later available to the public other than through the fault of the Subscriber;

b) already known to the Subscriber prior to disclosure pursuant to this Agreement;

c) obtained at any time lawfully from a third party under circumstances permitting its use or disclosure to others; or 

d) required by law or court order to be disclosed.

20. Privacy, Personal Information and Data Privacy 

20.1. YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT THE INFORMATION PROVIDED TO VERISAAS BY YOU THE SUBSCRIBER THROUGH THE SOFTWARE AND SERVICES AND/OR THIRD PARTIES, IS NECESSARY FOR THE PROVISION OF THE SERVICES.

20.2. YOU CONSENT TO INFORMATION BEING DISCLOSED TO THIRD PARTY SERVICE PROVIDERS AND/OR OTHER THIRD PARTIES WHERE SUCH DISCLOSURE IS NECESSARY FOR THE PERFORMANCE OF VERISAAS’ OBLIGATIONS UNDER THIS AGREEMENT, AS REQUIRED BY LAW, AND AS A RESULT OF THE NATURE OF THE SERVICES. 

20.3. YOU THE SUBSCRIBER, ACKNOWLEDGE AND AGREE FURTHER THAT:

a) IN SUBSCRIBING TO THE SERVICES, AND THE INFORMATION COMMUNICATION TECHNOLOGIES UPON  THE SERVICES DEPEND, YOU ARE GRANTING CONSENT TO A LIMITATION OF YOUR POSSIBLE RIGHT TO PRIVACY;

b) YOU HAVE READ AND UNDERSTOOD THE VERISAAS PRIVACY POLICY, AVAILABLE AT HTTPS://VERISAAS.COM/PRIVACY; AND 

c) THE SUM OF ALL THE ALL INFORMATION DERIVED FROM THE SOFTWARE AND SERVICES AND/OR THIRD PARTIES AND PERSONAL DATA, AS WELL AS THE AGGREGATED INFORMATION WHICH RESULTS FROM PROCESSING, ANAYLSING AND IMPROVING THE SERVICES IS INTENDED TO IMPROVE LEA. 

20.4. YOU, THE SUBSCRIBER, ACKNOWLEDGE AND AGREE THAT ALL INFORMATION AND DATA RECEIVED AND CREATED BY VERISAAS UNDER THIS AGREEMENT, AND AS A RESULT OF VERISAAS BUSINESS PROCESSING AND ANALYSIS BECOMES ABSOLUTELY THE PROPERTY OF VERISAAS, AND THAT SUBJECT TO APPLICABLE LAW AND THE VERISAAS PRIVACY POLICY, VERISAAS MAY HOLD AND USE THE DATA FOR THE PURPOSES OF THIS AGREEMENT AND FOR RELATED PURPOSES, INCLUDING THE IMPROVEMENT OF THE SOFTWARE AND SERVICES. 

21. Limited Warrantee

21.1. VeriSaaS warrants that it has the power and authority to grant the Subscription (License) for the Services to the Subscriber under this Agreement. 

21.2. EXCEPT FOR THE WARRANTEE SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND VERISAAS DISCLAIMS ANY AND ALL OTHER WARRANTEES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

21.3. The benefits of the Services to Subscribers depend on each Subscriber’s use of the Services.

22. Limitation of Remedy and Liability

22.1. The Subscriber represents that it accepts sole and complete responsibility for:

a) The selection of the Services to achieve its intended results;

b) Use of the Services;

c) Results obtained from the Services; and

d) The terms of any contracts between the Subscriber and VeriSaaS Agency/Corporate Customers.

22.2. VeriSaaS does not warrant that the Subscriber’s use of the Services will be uninterrupted or error-free. The Subscriber shall not assert any claims against VeriSaaS based on theories of negligence, gross negligence, strict liability fraud or misrepresentation, and the Subscriber shall defend VeriSaaS from any demand or claim, and indemnify and hold VeriSaaS harmless from any and all losses, cost, expenses, or damages, including reasonable legal fees, directly or indirectly arising from the Subscriber’ use of the Services.

22.3. TO THE MAXIMUM EXTENT PERMITED BY APPLICABLE LAW, IN NO EVENT SHALL VERISAAS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITAVE, EXEMPLARY OR other DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VERISAAS HAS BEEN ADVISED OF SUCH DAMAGES.

22.4. In any event, under no circumstances shall VeriSaaS be liable for any loss, costs, expenses, or damages to the Subscriber in an amount exceeding the Subscription Fee actually paid to VeriSaaS by the Subscriber for the previous twelve (12) months.

23. Force Majeure

23.1. VERISAAS WILL NOT BE RESPONSIBLE TO YOU THE SUBSCRIBER FOR ANY FAILURE TO PERFORM OR FOR A DELAY IN PERFORMING AN OBLIGATION UNDER THIS AGREEMENT IN THE EVENT AND TO THE EXTENT THAT SUCH FAILURE OR DELAY IS CAUSED BY FORCE MAJEURE.

23.2. For the purposes of this Agreement, Force Majeure will mean any circumstance which:

a) Is beyond the reasonable control of the party giving notice of force majeure (affected party) and for which it is not responsible; and

b) It is not a circumstance which the affected party could by the exercise of the standard of care and skill which could reasonably be expected that party, have avoided.

c) Subject to the above force majeure includes but is not limited to including flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions, computer virus, and malware resulting in Denial of Service Attacks (DoS and DDoS), ransomware or acts of God.

23.3. The affected party will give notice thereof to the other immediately upon the occurrence of any event of Force Majeure.

24. Notices and Demands

24.1. Any notice required or permitted to be given in terms of this Agreement will be valid and effective only if in Writing.

24.2. Any notice to a party:

a) Sent by pre-paid registered post (by airmail if appropriate) will be deemed to have been received on the second business day after posting (unless the contrary is proved); or

b) Notwithstanding anything to the contrary herein contained, a written notice of communication actually received by party will be an adequate written notice for communication to it notwithstanding that it was not sent or delivered in accordance with this Agreement. 

25. Governing Law 

25.1. This Agreement shall be governed by and interpreted in accordance with the laws of Queensland Australia.

26. Compliance with Laws

26.1. VeriSaaS and the Subscriber will observe and comply with all applicable laws.

27. Codes of Conduct 

27.1. The Subscriber must comply with all relevant public and private sector codes of conduct including that they act lawfully, ethically, with care, diligence, honesty, empathy, respect, openness, fairness and accountability.

28. Cooperation with Investigations and Legal Proceedings 

28.1. The Subscriber acknowledges that VeriSaaS may be legally required to permit any relevant authority to inspect the Subscriber Data on the VeriSaaS Systems and the VeriSaaS Services. Where possible, and without breaching any legal or regulatory requirement, VeriSaaS will give the Subscriber reasonable prior notice of such requirement. 

28.2. VeriSaaS may, without notice to the Subscriber, report to the appropriate authorities any conduct by the Subscriber and/or Users that VeriSaaS believes violates applicable law, and provide any information VeriSaaS has about the Subscriber, the User and/or the use of the VeriSaaS Systems and the VeriSaaS Services to the relevant authorities. VeriSaaS will cooperate in response to a formal request from a law enforcement or regulatory agency investigating any such activity, or in response to a formal request in a civil action that on its face meets the requirements for such a request. 

29. No High Risk Use 

29.1. The Subscriber must not use the VeriSaaS Systems or VeriSaaS Services in any situation where a failure in, or fault of the VeriSaaS Systems or VeriSaaS Services could lead to death or serious bodily injury of any person, or to physical or environmental damage without VeriSaaS prior written consent.  

30. Third Party Conduct 

30.1. The Subscriber is responsible for violations of this EULA.

30.2. The Subscriber must take reasonable security precautions and not assist any other person in an activity that would breach the terms of this EULA. 

30.3. The Subscriber must ensure reasonable efforts to secure any system, device or network within their control from being used to breach this EULA.

30.4. VeriSaaS retains its right to suspend or terminate the Subscriber’s Services if the Subscriber breaches this EULA.

31. Severability

31.1. If any term is void, unenforceable, or illegal, the term may be severed from the Agreement and will not affect the validity of the rest of this Agreement, providing it does not change its purpose.

32. Non-waiver

32.1. Any waiver which VeriSaaS may allow the Subscriber will not affect or substitute any of VeriSaaS’ rights against the Subscriber.

33. Assignment

33.1. No Party may delegate its duties under this Agreement or assign its rights under this Agreement, in whole or in part.  VeriSaaS may assign this Agreement to any successor or purchaser of its business or some of its assets. 

34. No Partnership or Agency

34.1. Nothing in this Agreement will be construed as creating a partnership between the Parties and no Party will have any authority to incur any liability on behalf of the other or to pledge the credit of the other party. 

35. Changes to this Agreement

35.1. VeriSaaS reserves the right to make changes to this Agreement if and when it becomes necessary as a result of changes to applicable law, or, as a result of changes to the Services.   VeriSaaS will advise Subscribers of pending changes prior to implementing changes and Subscribers will be asked to agree to the changes.

36. Entire Agreement

36.1. This Agreement is the entire agreement between the Parties on the subject.

37. Interpretation

37.1. A word defined in this Agreement starts with a capital letter. All headings are inserted for reference purposes only and must not affect the interpretation of this Agreement.  Whenever “including” or “include”, or “excluding” or “exclude”, together with specific examples or items follow a term, they will not limit its ambit.  Terms other than those defined within the Agreement will be given their plain English meaning.  References to any enactment will be deemed to include references to the enactment as re-enacted, amended, or extended. A reference to a person includes a natural and juristic person and a reference to a party includes the party’s successors or permitted assigns.  Unless otherwise stated in the Agreement, when any number of days is prescribed in the Agreement the first day will be excluded and the last day included.  The rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply. 

Terms of Use

1. Agreement, Parties, Applicability

VeriSaaS Pty Ltd (VeriSaaS, We, Us, Our) is a privately held entity which provides the Verinote software, information security and cloud infrastructure services for government and regulated industries (“VeriSaaS Services”). Based in Australia, VeriSaaS provides services and solutions internationally.

Our Website is provided primarily for information purposes, to tell visitors (You) to our web and mobile sites about Us and the services and products We provide. Email is an integral part of Our Website functionality and an important means of communicating with clients, service providers and third parties. Please also see Our Email Disclaimer available at the end of email communications we may use in communications with you, and our Privacy Policy published at https://www.verisaas.com which are related notices.

This Website Terms of Use Agreement (Agreement) is a legal Agreement between You as a visitor to the VeriSaaS Website located at https://www.verisaas.com and Us, the registered owners of the Website. If You do not agree to these terms, You must not use the Website. Continued use means that You agree with these Terms of Use.   

2. Commencement, Availability, Termination

This Agreement commences when You first visit the Website and continues until changed or terminated by Us. We reserve Our rights to change or discontinue any aspect of the Website including the Terms of Use. It is Your responsibility to ensure that You read and understand the Terms of Use which are made available by Us only in English.

3. Intellectual Property

The Website includes intellectual property such as domain name, copyright, trademark, and design, protected under Australian law and international agreements. We own or are licensed to use this intellectual property. We grant You a limited license to make a temporary electronic copy of all or part of the Website and to print limited hard copy versions for Your personal use providing that all material is properly attributed. You may not commercially exploit, modify, claim ownership of, link to or incorporate Our Website content elsewhere without Our prior written consent.

4. Website Information and Records

We are committed to complying with legal, business and evidential requirements for information and records. We make reasonable efforts to ensure that the information You provide to Us through the Website and related email functionality is secure and processed in accordance with Our Privacy Policy. It is Your responsibility to keep records and backups of Your information.

5. Acceptable Use of Website and Email Functionality

You agree to the acceptable use of Our Website and the email functionality connected with the Website. You undertake not to use these services in an unlawful way or in any way that interferes with Our or other visitors’ use and enjoyment of, or access to these services. You agree that You are personally liable for the consequences of the improper use of these services and failure to comply with relevant law. If You are aware of unacceptable use by a third party, please contact Us at legal@verisaas.com and tell Us about it.

6. Access, Monitoring, Interception and Privacy

To comply with law and in line with international standards and best practice relating to the use of information technology, We may access static records and, monitor and intercept live communications and Website activity (blocking, filtering, scanning, cookies etc). While You have Our assurance that We will do this in compliance with law, and to manage business risk, You agree that You have no expectation of privacy in this regard.

7. Communication

You agree that based on your interaction with Our Website, We may approach You or send You information including, information about Our services. You will always have the choice to inform Us in writing that You do not want Us to communicate with You and/or to opt-out of these communications.

8. Damages Arising from Use of the Website, Mobile WebApp and Email received from VeriSaaS

Information technologies including telecommunication systems and networks expose VeriSaaS to dynamic security and business risk. VeriSaaS manages this risk in accordance with Australian law and through its policies, procedures and guidelines to prevent unauthorised access to or abuse of its systems and networks. While VeriSaaS is committed a reasonable standard of care and diligence, VeriSaaS cannot and will not be liable for damages arising from the use of its Website which are beyond its control.

9. Complaints and Alternative Dispute Resolution

You agree to submit all complaints relating to this Agreement to Us first, so that We have an opportunity to resolve Your complaint before You proceed to any relevant authority. Please direct all complaints to complaints@verisaas.com. Subject to the above, You agree to confidential arbitration prior to proceeding to court or other forum. You expressly acknowledge that the arbitration proceeding agreed to prevent You from entering into a class action lawsuit against Us in relation to any dispute arising from this Agreement. Nothing in this Agreement prevents either Us or You from approaching a court of competent jurisdiction for for relief.

10. Enforceability

You agree that any electronic record, message, copy, printout or extract of these, signed by one of Our personnel will be absolute proof of the contents of the record, message, copy, printout or extract. No failure or delay by Us or You to exercise a right in this Agreement shall prevent Us or You from exercising Our rights in future. If a term of this Agreement is invalid, unenforceable or illegal, the remaining terms shall continue in full force and effect unless the invalidity, unenforceability or illegality goes to the root of this Agreement.

11. Limitation of Liability, Indemnity, No Warranty

You agree that the Website is provided on an “as is” and “as available” basis and that Your use of this Website is at Your sole discretion and risk. You agree that We will not be liable for any direct, indirect or consequential damages suffered by You arising from Your visit to the Website, this Agreement or otherwise. We will take reasonable care to ensure the accuracy of information and the availability of the Website, but make no representations, warranties or guarantees in any way because it is provided for general information purposes only and at Our discretion alone. To the fullest extent permissible in law, You hereby unconditionally and unreservedly indemnify and hold Us, Our directors, employees, consultants, agents, licensors and service providers, harmless against all loss, damages, claims, liability and/or costs, of whatsoever nature, howsoever and whensoever arising.

12. Links to External Third-Party Websites and Social Media

For Your convenience, We provide links to external third party websites and various social media resources. You agree that this does not mean that We endorse these and that You are entirely responsible for Your use and access to all other websites and media. The terms and conditions pertaining to the external third-party Websites and media themselves will prevail where relevant.

13. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of Queensland, Australia.

14. Skill, Diligence, Care

We will exercise reasonable skill, diligence and care as may reasonably be expected from a similar website provider.

15. Company Information

Name

VeriSaaS Pty Ltd (“VeriSaaS”)

ABN

78 639 993 374

Address

PO Box 425 Pacific Fair Queensland Australia 4218

Representative

Brice Neilson

Representative Title

Chief Executive and Information Security Officer

Email address

Legal@verisaas.com

Telephone number(s)

+61 300 837 466

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