Section 5: “Document Verification” Terms and Conditions

If you are procuring the document and facial biometrics verification capability, the terms in this Section (“Document Verification Terms”) shall apply.

1. Definitions and Interpretation

1.1      The following terms shall have the following meanings:

“Agreement” means the GreenID license agreement entered into between us and you, which these Document Verification Terms form an integral part of.

“Client Data” means any data provided to us or our Group Companies by you for processing in accordance with the terms of the Agreement including where relevant any Personal Information together with any data created or captured by or for you via the Document Verification (including facial biometric data).

“Document Verification” means the document verification and facial biometrics verification capability.

“Mobile Application” means a software application designed to run on a mobile device (such as a mobile phone), and which is developed and/or released by you or for you.

“Web Application” means a software application that utilizes web browsers and web technology to perform tasks over the Internet, and which is developed and/or released by you or for you.

“SDK” means the native software development kit, which includes source code, object code, and/or libraries, which is used to enable Document Verification in the Mobile Application;

“Web Library” means the source code, object code, and/or libraries, which is used to enable Document Verification in the Web Application;

“Controller” means the natural or legal person, public authority, agency or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Information

“Group Company” means our Associated Entity and “Associated Entity” has the meaning given to that term in the Corporations Act 2001 (Cth).

“Our Trademarks” means our trademarks and service marks as may be identified by us to you from time to time.

“Personal Information” has the meaning given to that term in the Privacy Act or the equivalent or corresponding definition under any applicable Privacy Requirements

“Privacy Requirements” means all applicable laws and regulations relating to the collection, holding, use, disclosure or other processing of Personal Information and privacy in any relevant jurisdiction, including, the Privacy Act 1988 of Australia, the Australian Privacy Principles (APPs), the Privacy Act 2020 of New Zealand, the New Zealand Information Privacy Principles (IPPs), and where relevant, the GDPR and the UK’s Data Protection Act 2018, and any amendment, consolidation or re-enactment of any of the above, any legislation of equivalent purpose or effect enacted in Australia, and any orders, guidelines and instructions issued under any of the above by relevant national authorities or a judicial authority in Australia.

“Processor” means a natural or legal person, public authority, agency or any other body which processes Personal Information on behalf of the Controller or the equivalent or corresponding definition (if any) under any applicable Privacy Requirements

“Sub-Processor” means a natural or legal person, public authority, agency or any other body contracted by the Processor to process Personal Information for the purpose of carrying out a specific processing activity on behalf of the Controller.

1.2      Interpretation

(a)       Except as expressly provided herein, words and expressions in this Amendment shall have the same meaning assigned to them in the Agreement.

(b)      Save as may be expressly amended and varied as set out in these Document Verification Terms, the terms and conditions of, and attachments to, the Agreement shall remain in full force and effect and apply in relation to the subject matter of these Document Verification Terms.

(c)      In the event of any conflict, ambiguity or inconsistency between the terms of the Agreement and these Document Verification Terms, these Document Verification Terms shall prevail.

2. License

2.2     Procuring Document Verification for a Web Application:

(a)      subject to the restrictions contained in these Document Verification Terms, we grant to you a non-exclusive, non-transferable, royalty-free license to use the Web Library only for the purposes of enabling Document Verification in the Web Application;

(b)      you may use, modify or merge all or portions of the Web Library with the Web Application and distribute it only as part of the Web Application. Any modified or merged portion of the Web Library is subject to these Document Verification Terms; and

(c)       you may not include any portion of the Web Library in your products or any other application other than the Web Application.

2.3     You may not assign your rights or obligations granted under these Document Verification Terms without our prior written consent. Any attempted assignment or transfer without such prior written consent from us shall be void and of no effect.

2.4     You may not sell, sublicense, rent, loan or lease any portion of the Document Verification and/or the Web Library to any third party. You may not copy, reverse engineer, decompile or disassemble any portion of the Web Library. To the extent that local law grants you the right to decompile software in order to obtain information necessary to render the software interoperable with other software, you shall first request us in writing to provide you with the necessary information. We have the right to impose reasonable conditions such as a reasonable fee for doing so.

3. Intellectual Property

3.1      The Web Library, the Document Verification, and all items contained within them are the intellectual property of GBG ANZ Pty Ltd, our Group Companies, and/or their relevant licensors (the “Proprietors”) and are protected by applicable intellectual property law including international treaty provisions and the laws of the country in which the Web Library is being used.

3.2      You agree to protect all copyright and other ownership interests of the Proprietors in all items in the Web Library supplied under these Document Verification Terms.

3.3      The Proprietors retain title and ownership of the items in the Web Library, the media on which it is recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. Except as stated above, these Document Verification Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect to the items in the the Web Library.

3.4      Nothing in these Document Verification Terms shall impair, limit or curtail our right to continue with any development, maintenance and/or distribution of our technology or products. You agree that you shall not assert in any way any patent owned by you arising out of or in connection with the Web Library or modifications made thereto against the Proprietors or their customers, agents and contractors.

3.5      We may require you include copyright notices and attribution notices into the Web Application or Mobile Application. If we make such a request, you shall comply with such a request promptly. You agree that all copies of the items in the Web Library, reproduced for any reason by you, contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the items delivered by us to you in the Web Library.

3.6     We may agree with you to allow you to use Our Trademarks in connection with your use of the Web Library. In the event of such mutual written agreement, subject to the restrictions contained in these Document Verification Terms: (a) we grant to you a non-exclusive, non-transferable, royalty-free license to use Our Trademarks only on or in connection with the Application, provided always that such use shall be subject to any instructions, conditions, and requirements as we may prescribe from time to time in relation to such use; and (b) you agree to the following terms: (i) Your use of Our Trademarks does not give you any right, title or interest in Our Trademarks, other than the license rights granted herein; (ii) you may not assign, transfer or sublicense any trademark right granted herein without our prior written consent; (iii) you agree not to use Our Trademarks in any way that will disparage us or our products, injure our reputation otherwise diminish or damage our goodwill in Our Trademarks or infringe our intellectual property; (iv) you acknowledge the validity of Our Trademarks and our sole of Our Trademarks, and that we retain all right, title and interest in and to Our Trademarks; (v) you recognize the value of the goodwill associated with Our Trademarks, and acknowledges that such goodwill inures exclusively to the benefit of and belongs to us; (vi) you shall take no action that will interfere with or diminish our rights in Our Trademarks; and (vii) you agree not to adopt or use a trademark, service mark, or any other designation confusingly similar to Our Trademarks.

4. Term

These Document Verification Terms are effective until terminated. We have the right to terminate these Document Verification Terms if you fail to comply with any term herein. Upon any such termination you must: (a) discontinue use of the Web Library; (b) remove all full and partial copies of the Web Library from the Web Application and your systems.

5. Disclaimer

5.1      You acknowledge and agree that the Document Verification and the Web Library are supplied to you on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim all warranties and conditions, either express or implied, including but not limited to any conditions or warranties of merchantability and fitness for any particular purpose or noninfringement of any third party right, in relation to the Document Verification and the Web Library other than any written warranty made in the Agreement, this includes, without limitation, any warranties in relation to accuracy or availability of the Document Verification and the Web Library.

5.2      You agree that the functionality of the Document Verification and the Web Library is dependent on the Web Application, the Mobile Application, and/or other systems (including hardware and software) used by you or provided for you by third parties (each a “Third Party System”). You agree that we are not liable for the performance or availability of the Web Application, the Mobile Application or any other Third Party System or any error, defect, or vulnerability in the Application or Third Party System.

5.3      You acknowledge and agree that the performance of any technology enabling automated face comparison, facial recognition, optical character recognition, tamper detection, document image capture, and document authentication are dependent on the device used to capture the image; the appearance of the subject being photographed, the angle of subject’s face, or any movement by the photographed subject; the quality and legibility of the document being photographed or scanned; and/or lighting, background and other environmental factors affecting luminosity, shadowing, and light contrast. You agree that we do not guarantee the performance of the aforesaid technologies by virtue of your use of the Document Verification and the Web Library and any issues exhibited by the Web Application, Mobile Application, the Document Verification and/or the Web Library in connection in whole or in part to any of the foregoing factors do not constitute an error or defect in the Document Verification and/or the Web Library and we are not responsible or liable for rectifying any such issues.

6. Data Protection

6.1      You agree that services in connection with the Document Verification and/or the Web Library may be carried out by our Group Companies, including IDscan Research Bilsim Teknolojileri Sanayi Ticaret Limited Sirketi, based in Turkey, GBG (Malaysia) Sdn Bhd, based in Malaysia, and/or GB Group Plc, based in the United Kingdom. You further agree to notify your customers of our role in processing their data (including biometric data) and potential transfer of their personal information to these countries.

6.2      You acknowledge and agree that Client Data may be transferred outside Australia to our Group Companies in the course of providing any services in relation to the Document Verification and/or the Web Library.  For the purposes of this clause and with respect to personal information, you agree that you are the Controller, we are the Processor, and our Group Companies are Sub-processors. We shall be responsible for ensuring that such Group Company complies with relevant Privacy Requirements and the terms of the Agreement. By using the Document Verification and/or the Web Library, you warrant and represent to us that you have obtained the necessary consents and approvals for you to provide the Client Data to us and for us to transfer the Client Data to our Group Companies including our Group Companies located outside of Australia and you hereby indemnify and defend us and our Group Companies, and hold us and our Group Companies harmless from any losses, liabilities, costs, expenses, and damages incurred or claimed against us as a result of your breach of the foregoing warranty and representation.

6.3      You consent for us to use Sub-processors in the delivery of services in connection with the Document Verification and/or the Web Library. Where required, you hereby authorise us to enter into an enforceable contractual arrangement with our relevant Group Companies specifying types of Personal Information to be disclosed, the purpose of disclosure, a requirement to comply with all applicable Privacy Requirements, a requirement to implement a complaint handling procedure, a requirement to implement a data breach response plan and requiring the relevant Group Companies  to enter a similar contractual arrangement with any third parties to whom it discloses the Personal Information. You agree that we shall be entitled to sign any prescribed model clauses as a Processor on your behalf and shall not be required to name you in such document.

6.4      You will indemnify us and keep us fully indemnified against any liability, costs or expenses (including reasonable legal costs) incurred as a result of any third party making or threatening to make a claim against us, our Group Companies and/or our clients that its use of the Client Data in accordance with the terms of this Agreement infringes that third party's Intellectual Property Rights provided that we (a) notifies you promptly in writing of any claim; (b) make no admission or compromise relating to the claim or otherwise prejudice your defence of such claim; (c) allow you to conduct all negotiations and proceedings in relation to the claim; and (d) gives the Client all reasonable assistance in doing so providing that you pay our reasonable expenses for such assistance.