Terms of Service

SharePass Pty Ltd (ACN 647 015 601) (SharePass) (“we”, “our”, “us”) offers you the ability to send and receive encrypted messages (Messages) through a one-time hyperlink available after opening for a pre-set period of time (Service). 

The Service is made available to you in use of our licensed and/or proprietary software applications (Applications) through our website www.sharepass.online (Website) and also a variety of Internet-enabled devices, including smart phones, tablets, personal computers (collectively, Devices).

By using the Service, the Applications or Website, you acknowledge that you have read, understood and agree to be bound by, and abide by, these Terms of Service. We may change these Terms of Service at our discretion and without notice. We may modify, suspend or cancel any content of the Website, the Service, the Applications at any time. By continuing to use any of the Website, the Service and the Applications, you accept the Terms of Service as they apply from time to time.

These Terms of Service apply in conjunction with any other terms and conditions that apply including our Permitted Use Policy and Privacy Policy and Cookies Policy.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Lawful Use

You may only use the Service for lawful purposes in accordance with the Permitted Use Policy and must ensure that your use does not breach any laws that apply to you. 

Access

We may terminate or restrict access to the Website, Applications or Service, or any part thereof, at any time without notice. If we do so, these Terms of Service will continue to apply and any use must discontinue or be limited as we require immediately.

Age Restriction

The Service is available for individuals of any age. However, if you are under the age of majority in your jurisdiction (usually 18 years of age), you should review these Terms of Service with your parent or guardian to make sure that you and your parent or guardian understand it. If we discover or believe that you are underage, we may suspend your access to the Service and will reinstate your access only upon our confirmation of consent from your parent or guardian.

Registration

Non-registered users of the Service have restricted use and access to limited features of the Service. In order to use more features of the Service, you must register with us. During the registration process, we will ask you to create an account, which includes a username (Username), a password (Password), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (Unique Identifiers). When creating your account, you must provide true, accurate, current, and complete information. Each Username and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your Username, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Service using one or more of them. You agree to inform us promptly of any need to deactivate a Password or Username or change any Unique Identifier. We reserve the right to delete or change your Password, Username or Unique Identifier at any time and for any reason. We will not be liable for any loss or damage caused by any unauthorised use of your account.

Licenses

Subject to your compliance with all of the terms and conditions in these Terms of Service, SharePass grants to you a personal, non-exclusive, limited, revocable, non-sublicensable, and non-transferable license to:

  • access, download and install the Applications on your Device(s) solely for the purpose of using the Service; 
  • use the Service to send and receive Messages to and from other users of the Service; and 
  • use any other features made available through the Service in accordance with the functionality of those features and these Terms of Service.

You grant to SharePass a worldwide, non-exclusive, sublicensable and transferable license to use, copy, distribute, create derivative works of, and display the information that you transmit, receive or otherwise provide through the Service, solely in order for us to provide the Service to you and our other users.

Our license to you, and your use of the Service, are expressly conditioned on your adherence to the Permitted Use Policy, and to your acceptance of the Privacy Policy and Cookies Policy.

Intellectual Property

The Service contains material, such as software, text, graphics, images, and other material provided by or on behalf of us (collectively, the Content). The Content (excluding your Messages) presented to you as part of the Service is owned by SharePass or by its licensors and is protected by intellectual property rights under both Australia and foreign laws. 

Except as expressly permitted under these Terms of Service, no right, title, or interest in or to any Content is transferred to you. The trademarks, service marks, logos, product names and company names (the Trademarks) used and displayed on or through the Service are registered and unregistered trademarks or service marks of SharePass and its licensors. 

Nothing on the Service or in these Terms of Service shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. All goodwill generated from the use of the Trademarks inures to the benefit of SharePass and its licensors, as applicable.

Elements of the Service are protected by trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means.

Other than for the purposes of and subject to the conditions prescribed under the Copyright Act 1968 (Cth) or any other applicable legislation throughout the world, you may not, in any form or by any means reproduce, display, store in a retrieval system or transmit, print, publish, distribute, commercialise, perform, adapt, or create of derivative work from any design, artwork, information, product or service accessed or acquired from the Service, the Website, Applications or Devices.

Communications with us

With respect to any communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation to you.

No Warranties 

You acknowledge that we does not represent or warrant that access to the content and any other data or information provided through the Services will be accurate, complete, uninterrupted, timely or secure or its servers, or the content are or will be secure or free of computer viruses or similar contamination or destructive features.

You also acknowledge that the Service may contain bugs, errors, and other problems that could cause the Service to be unavailable or to fail to deliver Messages or otherwise be unreliable. consequently, the Service and the content are provided “as is” and “as available” basis without any warranties of any kind.

External Sites

The Service (or social media websites on which we maintain presences or RSS feeds) may be linked to other websites or applications which we may have no control (External Sites). Links to such External Sites e websites are provided for convenience only, and we are not responsible for their use, effect or content. It should not be construed as any endorsement, approval, recommendation or preference by us of the owners or operators of the sites, or of any information, products or services referred to on those other websites or applications unless specifically stated. By accessing these third party sites, you agree to any terms of access or use imposed by those sites. We make no representations or warranties about the accuracy of information contained on those websites or applications. We do not provide any warranty, or assume any responsibility regarding the quality, accuracy, source, merchantability, fitness for purpose or any other aspect of the material on those sites, nor do we warrant that material on other sites does not infringe the intellectual property rights of any other person. We exclude all implied conditions and warranties except any implied condition or warranty the exclusion of which would cause this clause to be void. You should take precautions when downloading files from all websites to protect your Devices from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

Breach of your intellectual property rights 

We respect the intellectual property rights of others, and we expect our users to do the same. We will review all claims of copyright infringement received and remove any Content posted or distributed in violation of applicable copyright laws. If you believe that your work has been copied on or via the Service in a way that constitutes copyright infringement, please provide us with notice.

Disclaimer

You agree that we are not liability in any way for defamation, libel, product disparagement, and other claims arising out of any Messages sent by users of the Service. We are not responsible for any Messages of our users. We neither warrant the accuracy of Messages or exercise any editorial control over Messages, nor do we assume any legal obligation for editorial control of Messages or liability in connection with Messages, including any responsibility or liability for investigating or verifying the accuracy of any Messages. In fact, as noted in our Privacy Policy, we do not (and cannot) read encrypted Messages.

Limitation of Liability

To the maximum extent permitted by law we exclude all liability for any loss or damage of any kind (including special, indirect or consequential loss and including without limitation loss of revenue , loss of goodwill, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data or loss of anticipated savings or benefits, loss of production, lost opportunity costs, legal costs and expenses (except reasonable legal costs awarded by a court) arising out of or in connection with the Website, Content and the use or performance or services provided or made available through the Services, the Website, the Applications and Devices except to the extent that the loss or damage is directly caused by us fraud or wilful misconduct.

Our total aggregate financial liability to you is limited to $12 or your monthly subscription fee (if any) under these Terms of Service, whichever is lesser. 

Nothing in these Terms of Service shall affect any non-waivable statutory rights that apply to you.

Indemnification

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, agents, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Term of Service and/or your misuse of the Service. We shall provide notice to you of any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defence and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defence of such matter.

Termination

We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Service, your access to all or any part of the Service, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability. You may terminate the Terms of Service by contacting us at [insert email]. Upon any termination of the Terms of Service, the licenses granted above shall terminate, and you shall have no right to continue to use the Service. The following provisions shall survive the termination of these Terms of Service: 

  • No warranties; 
  • Disclaimer;
  • Licenses;
  • Intellectual Property Rights; 
  • Indemnification;
  • Limitation of Liability;
  • Binding Arbitration; 
  • Class Action Waiver; and 
  • Equitable Relief.

Consumer Guarantees

To the extent permitted by law, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under these Terms of Use. However, if a supply under these Terms of Use is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law (contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth)), nothing contained in these Terms of Use excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law, provided that, to the extent that the Australian Consumer Law permits us to limit our liability, then our liability is limited to:

  • in the case of services, the cost of supplying the Services again or payment of the cost of having the Services supplied again; and
  • in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired,

and except in the case of a major failure (as that term is defined in the Australian Consumer Law), we can elect as between the remedies set out above.

Binding Arbitration

Any dispute, controversy or claim arising out of, relating to or in connection with these Terms of Service, the Content, or the Service (each, a Dispute), either party may elect to finally and exclusively resolve the dispute by binding arbitration contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Expedited Arbitration Rules. The seat of arbitration shall be Victoria, Australia. The language of the arbitration shall be English. Any election to arbitrate, at any time, shall be final and binding on the other party. 

This provision shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Victoria, Australia. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law,

  • no arbitration or proceeding shall be joined with any other; 
  • there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilise class action procedures; and 
  • there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Service, Permitted Use Policy and Privacy Policy and Cookies Policy. We may, without waiving any other remedies under the Terms of Service, Permitted Use Policy, Privacy Policy and Cookies Policy seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and any courts which may hear appeals from those courts for purposes of any such action by us.

Severability

If any of these terms or conditions are invalid, illegal or unenforceable, those terms or conditions will be struck out and other provisions which are self-sustaining and capable of separate enforcement to the invalid provision, are and continue to be valid and enforceable in accordance with their terms.

Waiver

The failure, or delay on the part of us in exercising its power or right in relation to your breach of these terms or conditions does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of any power or right.

Entire Agreement

Except as expressly agreed by us and you in writing, these Terms of Service, Permitted Use Policy and Privacy Policy and Cookies Policy constitute the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. 

Governing Law

The Service is based in Australia. We make no claims concerning whether the Service may be used or are appropriate for use outside of Australia or for your particular industry, company, or intended use. Your access to and use of the Service is solely at your own risk. You are solely responsible for ensuring compliance with the applicable laws of your specific jurisdiction and industry.

These Terms of Service are governed by the laws in force in Victoria, Australia without regard to conflict of laws provisions. Subject the binding arbitration provision above, you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and any courts which may hear appeals from those courts.

Miscellaneous 

The headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.