OZ FORENSICS TERMS OF SUPPLY
This Agreement (hereinafter referred to as the “Terms of Supply” or “Agreement”) is a legal contract between the Customer as a legal entity (the "Customer") represented by an authorized officers and OZ FORENSICS SOFTWARE TRADING LLC (“Oz Forensics“) and will be effective when the Customer accepts this Agreement.
Oz Forensics reserves the right to change this Agreement at any time at its absolute discretion without prior notice to the Customer, and such changes will be made available on the Website. Such changes will be binding on the Customer, and it is the Customer's obligation to ensure that they have read and agree to the most recent Agreement.
““Oz Forensics” means OZ FORENSICS SOFTWARE TRADING LLC, a corporation registered in Dubai, UAE, whose registered office is Bushra Obaid bldg, office F01-068, Naïf area, Dubai, UAE.
“Customer” means a legal entity purchasing the Software and/or Services and includes employees, consultants, representatives, agents and any other user that such legal entity grants access to the Services and/or the Software.
“Software” means biometric and liveness detection software that may be supplied to the Customer on the “On device” and “On premise” basis as detailed on the Website, invoice and payment page. If the Customer purchases the Software, liveness checks for ordered Service Capacity will be performed using Customers’ device or servers.
“Services” means biometric and liveness detection services that are supplied to the Customer on the Software as a Service (SaaS) basis. If the Customer purchases the Services, checks for ordered Service Capacity will be performed using Oz Forensics cloud servers.
“Subscription Fee” means the fee payable by the Customer to Oz Forensics for Software and/or Services for certain Service Capacity and Term.
“Service Capacity” means the quantity of checks ordered in the order form on the Website and paid by the Customer.
“Term” means the term for which the Customer orders the Software and/or the Services. During that term the Customer may use the Software and the Services.
“Website” means the internet site at the domain https://www.ozforensics.com and any subdomains that exist on that domain.
1. EFFECTIVE DATE
This Agreement shall commence when the Customer accepts the terms and conditions of this Agreement (the “Effective Date”).
2. USE OF SOFTWARE
Subject to the terms and conditions of this Agreement, Oz Forensics hereby grants to the Customer a limited, non-transferable, non-exclusive right to access and use the Software and/or Services during the Term.
After the Customer commenced the purchase, Oz Forensics, subject to the terms of this Agreement, will provide the Customer with login and password for the use of the Software and/or the Services. Login and password are to be passed to the Customer via email indicated by the Customer in the order form on the Website.
Oz Forensics may provide the Customer with reasonable technical support services in accordance with Oz Forensics ’s standard practice. Technical support services may be charged additionally.
3. FREE TRIAL
Oz Forensics has the option of a free, limited trial of the Software and/or the Services before paying the Subscription Fee. Oz Forensics gives the Customer this option so that the Customer has an opportunity to fully evaluate the Software and/or the Services before buying.
4.1. The Customer is required to pay the Subscription Fee to Oz Forensics to use the Software and/or the Services. Unless otherwise stated, the Subscription Fee is exclusive of VAT / GST / Sales Tax or a similar tax. Payments are made via credit/debit card online via payment page and invoice provided to the Customer by Oz Forensics. Payment page contains information regarding nature of Software and/or Services ordered by the Customer, Term and Service Capacity.
4.2. If Customer’s use of the Services or Software exceeds the Service Capacity ordered and paid, usage of the Software and/or the Service requires the payment of additional Subscription Fee as indicated on the Website, or invoice or payment page. Unless such additional Subscription Fee is paid, the access to the Services and/or the Software will be limited and the Customer will not be able to enjoy benefits of usage of the Services or the Software.
4.3. If the Term of ordered and paid Software and/or Services expires, usage of the Software and/or the Service requires the payment of additional Subscription Fee for extension of the Term. Unless such additional Subscription Fee is paid, the access to the Services and/or the Software will be limited and the Customer will not be able to enjoy benefits of usage of the Services or the Software.
4.4. Oz Forensics reserves the right to change the Subscription Fee or applicable charges and to institute new charges and fees upon ten (10) days prior notice to the Customer (which may be sent by email).
4.5. Under no circumstances will Oz Forensics make any full or partial refunds of any Subscription Fees already paid by the Customer.
5. USAGE RESTRICTIONS
5.1. As a condition of this Agreement, the Customer agrees that:
5.1.1. the Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or the Software, documentation or data related to the Services or the Software; modify, translate, or create derivative works based on the Services or the Software, use the Services or the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels;
5.1.2. the Customer will not decompile and/or modify the Service and/or the Software and/or any components thereof;
5.1.3. the Customer will not assign, pledge, lease, rent, provide subscription to, and/or outsourcing services with use of, the Services and/or the Software, distribute the Services and/or the Software to the third parties;
5.1.4. the Customer will not publish and/or otherwise make publicly available information concerning the Services and/or the Software results;
5.1.5. the Customer is not allowed to use the Services and/or the Software together with other third parties, produce and/or participate in production of the Services and/or the Software, unauthorized copying, supply, delivery, dissemination, distribution, transfer of rights to and/or in connection with the Services and/or the Software to any third parties as well as violate any other rights of Oz Forensics and the applicable legislation;
5.1.6. the Customer shall be liable for its employees as well as third parties with the access to Services and/or the Software obtained from, or granted by the Customer if actions or forbearance of such employees (such third parties) gave rise to non-performance or improper performance of the Customers’ obligations hereunder.
6.2. The Customer represents, covenants, and warrants that Customer will use the Services and/or the Software only in compliance with Oz Forensics ’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Oz Forensics against any substantiated actual damages and liabilities, settlements and expenses for the damages collection (including, in particular, substantiated costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services and/or Software. Although Oz Forensics has no obligation to monitor Customer’s use of the Services and/or the Software, Oz Forensics may do so. In case of any violation of the foregoing with the evidence provided by the Oz Forensics, Oz Forensics may prohibit any use of the Services and/or the Software.
7. PROPRIETARY RIGHTS
7.1. Oz Forensics retains all right, title and interest in and to the Software and the Services, including without limitation all intellectual property rights therein. The Customer shall keep the Software and the Services free of all security interests, liens, or other encumbrances and the Customer may not sell, lease, license, loan or otherwise transfer or dispose of any of the Software or the Services.
7.2. Oz Forensics will be the sole owner of any improvements, enhancements or updates it makes to the Software or the Services, even if such improvements or enhancements are based on feedback provided by the Customer, and the Customer hereby assigns to Oz Forensics all rights and title to such improvements or enhancements and will execute all documents necessary to effect such ownership.
9.1. If the Customer fails to abide by the terms and conditions of this Terms of Supply, Oz Forensics reserves the right to terminate this Agreement. Oz Forensics also reserves the right to permanently terminate this Agreement (including during the “Free trial” period) without cause by giving one months’ notice to the Customer at any time.
9.2. Upon termination of this Agreement, whether with or without cause and howsoever arising, Oz Forensics will immediately suspend and/or permanently terminate the Customer's use of and access to the Software and the Website.
9.3. Oz Forensics may permanently delete any Customer's data immediately after this Agreement has been terminated or upon Oz Forensics 's receipt of the Customer's written request.
Any support, whether it be telephonic, electronic or other, is provided at Oz Forensics 's sole discretion, unless technical support is ordered and paid by the Customer.
11.1. If the Customer uses any communication tools available through the Website (such as any message center or email), the Customer agrees to only use such communication tools for lawful and legitimate purposes. The Customer must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services and/or the Software including (but not limited to):
a. offers of goods or services for sale or other commercial marketing,
b. files that may damage any other person's computing devices or software,
c. content that may be offensive to any of Oz Forensics other Customers or material in violation of any law (including, without limitation, material which is protected by copyright, material which is confidential, material which compromises trade secrets which the Customer does not have the right to use and disclose or material which is libelous).
11.2. When the Customer makes any communication on the Website, the Customer represents that the Customer owns the intellectual property rights in the material in that communication or has a right to reproduce it. Oz Forensics is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services and/or the Software. As with any other web-based forum, the Customer must exercise caution when using the communication tools available on the Website.
11.3. Oz Forensics reserves the right to remove any communication at any time in its sole discretion.
12.1. "Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including, without limitation, the Software but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party. Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all confidential information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any confidential information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.
12.2. The provisions of this clause shall survive termination of this Agreement.
13. LOGIN DETAILS AND PASSWORD
The Customer will ensure that all login details, usernames and passwords required to access the Services and/or the Software are kept secure and confidential. The Customer will immediately notify Oz Forensics of any unauthorized use of passwords or any other breach of security. Under no condition shall Oz Forensics be liable for any damages resulting from loss of login details, usernames and passwords.
14. SOFTWARE, SERVICES AND WEBSITE AVAILABILITY
14.1. Among other things, the operation and availability of the systems used for accessing the Services and/or the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services, Software and Website. Oz Forensics is not in any way responsible for any such interference nor prevention of the Customer's access nor use of the Services and/or Software.
14.2. Oz Forensics will not be liable in any manner if the Services and/or the Software and/or the Website is not available at any time or for any period for any reason.
14.3. If for any reason Oz Forensics has to interrupt the Services and/or the Software and/or Website for longer periods than Oz Forensics would normally expect, Oz Forensics will use reasonable endeavours to publish in advance details of such activities on the Website and/or via email in advance.
16. ACKNOWLEDGEMENTS BY CUSTOMER
16.1. The Customer acknowledges that:
16.1.1. the Customer shall only use the Services and/or the Software for the Customer's lawful internal business purposes, in accordance with the terms and conditions of this Terms of Supply and any notice sent by Oz Forensics or condition and information posted on the Website.
16.1.2. as the Customer is using the Software and accessing the Website on behalf of or for the benefit of an organization (whether a body corporate or not) then Oz Forensics will assume that the Customer has the right to do so and that organization will be liable for the Customer's actions or omissions (including any breach of the terms and conditions of this Agreement);
16.1.3. the provision of, access to, and use of, the Services and/or the Software is on an "as is, where is" basis and at the Customer's own risk;
16.1.4. it is the Customer's sole responsibility to determine that the Services and/or the Software meets the needs of the Customer.
17. LIMITATION OF LIABILITY
17.1. Oz Forensics gives no warranty about the Services and/or the Software, and does not warrant that the Services and/or the Software or the Website will be error-free, timely, reliable, entirely secure, virus-free, available or that it will be suitable for the Customer's purposes or requirements to the maximum extent permitted by law.
17.2. To the maximum extent permitted by law, Oz Forensics excludes all liability and responsibility to the Customer whether arising from negligence, breach of contract or otherwise for any incidental, special, indirect, exemplary, consequential or any other damages relating to the use of or inability to use or reliance on the Services and/or the Software or the Website.
17.3. Oz Forensics does not make any guarantees that there will be no loss of any data, and this Agreement expressly excludes any liability for any loss of any data no matter how caused.
17.4. Where Oz Forensics is not legally entitled to exclude its liability, Oz Forensics’ total liability for any loss or damage relating to the Customer's use of or inability to use the Software or the Website shall not exceed an amount equal to the Subscription Fees which the Customer has paid to Oz Forensics.
17.5. Nothing in these terms however will exclude or limit Oz Forensics 's liability for fraudulent misrepresentation.
The Customer agrees to fully indemnify and hold Oz Forensics harmless against all claims, costs, damage and loss arising from the Customer's breach of any of this Agreement or any obligation the Customer may have to Oz Forensics, including (but not limited to) any third party claims arising from infringement of intellectual or other third party rights arising from material uploaded by the Customer using the Services and/or the Software.
The Terms and Conditions of this Agreement are governed by the laws of Dubai, UAE and the Customer hereby submits to the exclusive jurisdiction of the courts of Dubai, UAE for all disputes arising out of or in connection with terms and conditions of this Terms of Supply, without reference to any conflicts of laws.
20. RIGHTS OF THIRD PARTIES
A person who is not a party to the terms and conditions of this Agreement has no right to benefit under or to enforce any term of these Terms of Supply
21. ASSIGNMENT OR TRANSFER
The Customer may not assign this Agreement nor transfer any of the rights, duties, or obligations arising under this Agreement, whether by merger, operation of law, or otherwise, without the prior written consent of Oz Forensics.
No waiver will be implied from conduct or failure to enforce rights, and no waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any part of this Agreement is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.
If any part or provision of the terms and conditions of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
24. ENTIRE AGREEMENT
By selecting the "I have read and accept the Terms of Supply" option upon placing order on the Website or payment page provided by Oz Forensics, the Customer agrees to be bound by all of the above listed clauses.