End User Licence Agreement

1. Definitions

In this Agreement, the following terms have the meanings given:

"Authenticated Document"

means a document to which an Authentication Record has been issued through the Platform.

"Authentication Record"

means the cryptographic record created by the Platform that binds a Document Hash to an Authenticator's verified identity, including the timestamp, authentication type, and Authenticator status at the time of authentication.

"Authenticator"

means a User who has completed identity verification and is authorised by Audrie to issue Authentication Records through the Platform.

"Document Hash"

means the unique cryptographic fingerprint (hash) of a document generated by the Platform, which serves as a tamper-evident identifier for that specific document in its exact state at the time of authentication.

"Enterprise Tier"

means the subscription plan described as "Enterprise" on the Platform's pricing page, requiring in-person onboarding by an Audrie authorised representative.

"Free Tier"

means the no-cost access level available to individual professional Authenticators, subject to the authentication volume limits set out on the Platform's pricing page from time to time.

"IDV Provider"

means the third-party identity verification provider engaged by Audrie to perform government document verification, liveness testing, and biometric capture in connection with Authenticator onboarding (currently IDVerse or such equivalent provider as Audrie may engage from time to time).

"Independent Authenticator"

means a qualified professional (such as a lawyer or accountant) who authenticates documents on behalf of clients using their professional standing.

"Onboarding Tier"

means either Enterprise Verified or Standard, reflecting the level of identity verification completed by an Authenticator during onboarding, as displayed on Authentication Records and Verification Results.

"Platform"

has the meaning given in the preamble above.

"Pro Tier"

means the subscription plan described as "Pro" on the Platform's pricing page.

"Self-Authenticator"

means an Authenticator who authenticates documents on behalf of their own organisation in a relevant authorised capacity (such as a company director or company secretary).

"Subscription Fee"

means the fee payable by a User for access to the Pro Tier, Enterprise Tier, or any add-on services, as published on the Platform's pricing page and invoiced by Audrie from time to time.

"Verification Certificate"

means the downloadable certificate generated by the Platform as proof that a specific document was verified at a specific time, including the verification result, Authenticator identity, and Onboarding Tier.

"Verification Result"

means the output returned by the Platform when a document is submitted for verification, indicating whether the document matches an Authentication Record, the identity and status of the relevant Authenticator (if any), and the Onboarding Tier.

"Verifier"

means any person who uses the Platform's verification functionality to check whether a document has been authenticated.

2. Grant of Licence

2.1 Scope of Licence

Subject to the terms of this Agreement and payment of any applicable Subscription Fee, Audrie grants you a non-exclusive, non-transferable, revocable licence to access and use the Platform for your own lawful business or professional purposes.

2.2 Permitted Uses

You may use the Platform to:

• (a)submit documents for authentication (if you are an Authenticator)
• (b)verify documents using the verification functionality
• (c)download Verification Certificates for your records
• (d)manage your account, Authenticator profile, and (where applicable) your organisation's subscription

2.3 Restrictions

You must not:

• (a)use the Platform for any unlawful purpose, including to authenticate or verify documents in furtherance of fraud, money laundering, financial crime, or any other illegal activity
• (b)attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Platform
• (c)use automated means (including bots, scrapers, or scripts) to access the Platform, except through authorised API access where that feature is available to your subscription tier
• (d)attempt to circumvent, disable, or interfere with any security feature of the Platform, including its identity verification, passkey, or cryptographic systems
• (e)impersonate another person or provide false identity information during onboarding or at any time
• (f)authenticate a document that you do not have authority to authenticate, or that contains information you know or reasonably suspect to be false
• (g)share your account credentials, passkey, or authentication access with any other person
• (h)resell, sublicence, or otherwise make the Platform available to third parties, except as expressly permitted under an Enterprise Tier arrangement
• (i)use the Platform in a manner that could damage, overburden, or impair the Platform or interfere with any other party's use of it

3. User Types and Specific Obligations

3.1 All Users

All Users must provide accurate, current, and complete information when registering for an account or using the Platform. You must promptly update your information if it changes.

3.2 Authenticators

In addition to the general obligations above, if you are an Authenticator:

• (a) Identity Verification.You must successfully complete the identity verification process required for your Onboarding Tier before issuing any Authentication Records. You consent to Audrie and the IDV Provider processing your identity and biometric data for this purpose.
• (b) Authority to Authenticate.You warrant that you have the legal authority or professional standing to authenticate each document you submit. Issuing an Authentication Record is a formal attestation that, to the best of your knowledge and belief, the document is genuine and that you have authority to attest to it.
• (c) Non-Repudiation.You acknowledge that every Authentication Record issued through your account creates a non-repudiable cryptographic record of your attestation. The Platform is designed to ensure that you cannot credibly deny having authenticated a document once an Authentication Record has been issued.
• (e) Annual Re-Identification.You must complete the annual re-identification process when prompted by the Platform in order to maintain your Authenticator status.
• (f) Passkey and Device Security.You are solely responsible for the security of the devices and biometric methods used with your passkey. You must notify Audrie immediately if you believe your passkey or account has been compromised.

3.3 Verifiers

If you are a Verifier, you acknowledge that:

• (a)the Platform verifies document provenance and integrity. It does not verify the truthfulness or accuracy of the contents of a document
• (b)a positive Verification Result confirms that the document was authenticated by the identified Authenticator, in the exact state in which it was presented, at the stated time. It is not a guarantee that the document's contents are accurate or that the document has legal effect for any particular purpose
• (c)you are responsible for your own assessment and decision-making in reliance on Verification Results, and you should take independent legal or professional advice where appropriate
• (d)verification events are recorded in the Platform's audit trail, including your email address, the Document Hash checked, the timestamp, and the result

4. Authentication: Scope and Limitations

4.1 What Audrie Authenticates

The Platform authenticates provenance, integrity, and accountability. Specifically:

• Provenance:the Platform records who authenticated a document and when
• Integrity:the Platform verifies that a document has not been altered since authentication by comparing the document's current hash against the stored Authentication Record
• Accountability:the Authentication Record is cryptographically bound to the Authenticator's verified identity, creating a non-repudiable record

4.2 What Audrie Does Not Authenticate

The Platform does not verify or warrant:

• (a)the accuracy, completeness, or truthfulness of the contents of any authenticated document
• (b)the legal validity or enforceability of any document for any purpose
• (c)the solvency, authority, or continued professional standing of an Authenticator beyond the information reflected in the Platform at the time of verification
• (d)that a document is free from error, omission, or misrepresentation

4.3 Revocation

Audrie may revoke an Authenticator's status in any of the following circumstances:

• (a)reports from authorised network users, professional bodies, or the Authenticator's organisation indicating misconduct or loss of authority
• (b)suspension or deregistration of the Authenticator's professional standing by a relevant professional body
• (c)criminal conviction of the Authenticator for fraud or a related offence
• (d)material breach of this Agreement by the Authenticator

Revocation is retroactive. All documents previously authenticated by a revoked Authenticator will reflect the revoked status on future Verification Results. Audrie will provide notice of revocation where practicable but reserves the right to act immediately where necessary to protect the integrity of the Platform or third parties.

5. Identity Verification and Data

5.1 Identity Data

Authenticator onboarding requires submission of government-issued identity documents and completion of a liveness test. This data is processed by the IDV Provider. Audrie does not store biometric data or copies of identity documents. Audrie stores only: your name, professional identifier, role type, linked organisation, Onboarding Tier, and account status.

5.2 Document Data

The Platform does not store the content of any document you authenticate or verify. Only the Document Hash, Authentication Record metadata, and Verification audit trail are stored.

5.3 Verification Audit Trail

Each verification event is recorded in the Platform's audit trail, including the email address provided by the Verifier, the Document Hash checked, the timestamp, and the Verification Result. This record is available to Audrie and, where required by law, to regulatory or law enforcement authorities.

5.4 Privacy

Audrie's collection, use, and storage of personal data is governed by the Audrie Privacy Policy, available at audrie.io/privacy. By using the Platform, you consent to the data practices described in the Privacy Policy, as updated from time to time.

5.5 Data Deletion

You may request deletion of your personal data from the Platform. You acknowledge that deletion of your Authenticator data will render all Authentication Records associated with your account permanently unverifiable. Before processing a deletion request, Audrie will notify you of this consequence and require your explicit written confirmation.

6. Subscription, Fees, and Payment

6.1 Subscription Tiers

The Platform is available under the following access tiers, as described in detail on the Platform's pricing page:

• Free Tier:available to individual professional Authenticators at no ongoing cost, subject to a one-time identity verification fee and monthly authentication limits
• Pro Tier:monthly or annual subscription providing unlimited authentication and additional verification features
• Enterprise Tier:monthly or annual subscription with in-person onboarding, unlimited authentication, and access to enterprise-specific features and add-ons

Tier inclusions and pricing are as published on the Platform's pricing page and may be updated from time to time on reasonable notice.

6.2 Payment

Subscription Fees are billed in advance via Audrie's payment processor (currently Stripe). Fees are non-refundable except as required by applicable law or as expressly stated in this Agreement. All fees are stated in Australian Dollars (AUD) unless otherwise specified.

6.3 Annual Plans

Where you elect an annual billing plan, the applicable annual rate (reflecting the published discount) applies for the committed term. Early termination of an annual plan does not entitle you to a refund of prepaid fees.

6.4 Changes to Fees

Audrie may change Subscription Fees on not less than 30 days' written notice. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the new fees.

6.5 Suspension for Non-Payment

Audrie may suspend access to the Platform if any amount due is not paid within 14 days of the due date, without prejudice to any other remedy available to Audrie.

7. Intellectual Property

7.1 Platform Ownership

All intellectual property rights in the Platform — including software, algorithms, cryptographic systems, design, trademarks, and content — are, and remain the exclusive property of, Audrie or its licensors. Nothing in this Agreement transfers any intellectual property rights to you.

7.2 Your Content

You retain all intellectual property rights in the documents you submit to the Platform. By submitting a document, you grant Audrie a limited licence to process the document solely for the purpose of generating the Document Hash and issuing the Authentication Record. Audrie does not store, access, or use the content of your documents for any other purpose.

7.3 Feedback

If you provide Audrie with feedback, suggestions, or ideas regarding the Platform, you grant Audrie a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose, including product development, without obligation to you.

8. Platform Availability and Changes

8.1 Availability

Audrie will use commercially reasonable efforts to make the Platform available. However, the Platform is provided on an “as is” and “as available” basis. Audrie does not guarantee uninterrupted or error-free access to the Platform.

8.2 Scheduled and Unscheduled Maintenance

Audrie may suspend access to the Platform for maintenance, updates, or security purposes. Where practicable, Audrie will provide advance notice of scheduled maintenance.

8.3 Changes to the Platform

Audrie may modify, update, or discontinue features of the Platform at any time. Audrie will use reasonable efforts to notify Users of material changes in advance.

8.4 Changes to This Agreement

Audrie may update this Agreement from time to time. The current version of this Agreement is always available at audrie.io/eula. Where changes are material, Audrie will provide reasonable notice before the changes take effect, by email to your registered address or by prominent notice on the Platform. Continued use of the Platform after the effective date of the updated Agreement constitutes acceptance. If you do not accept the changes, you must stop using the Platform and notify Audrie to close your account.

9. Disclaimer of Warranties

To the fullest extent permitted by applicable law:

• (a) The Platform is provided "as is".Audrie makes no representation or warranty, express or implied, regarding the Platform, including any warranty of merchantability, fitness for a particular purpose, accuracy, reliability, or non-infringement.
• (b) Verification Results are not guarantees.A positive Verification Result is a technical finding about document integrity and Authenticator identity. It is not a guarantee of the accuracy of document contents or the legal sufficiency of a document for any particular transaction or regulatory purpose.
• (c) No warranty as to Authenticator conduct.Audrie warrants the identity of Authenticators at the time of onboarding and as reflected in the Platform's current status. Audrie does not warrant the ongoing honesty, authority, or professional conduct of any Authenticator.
• (d) Third-party services.The Platform relies on third-party services including the IDV Provider, cloud infrastructure, and payment processor. Audrie does not warrant the performance or availability of these third-party services.

Nothing in this clause excludes any statutory guarantee or warranty that cannot be excluded under applicable law, including any applicable guarantee under the Australian Consumer Law.

10. Limitation of Liability

10.1 Liability Cap

To the fullest extent permitted by applicable law, Audrie's total aggregate liability to you under or in connection with this Agreement — whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total Subscription Fees paid by you to Audrie in the 3 months immediately preceding the event giving rise to the claim.

For Users on the Free Tier or who have made no payment to Audrie, Audrie's total aggregate liability shall not exceed AUD $100.

10.2 Exclusion of Consequential Loss

To the fullest extent permitted by applicable law, Audrie shall have no liability for:

• (a)loss of profits, revenue, or business
• (b)loss of anticipated savings
• (c)loss of goodwill or reputation
• (d)loss of data or information
• (e)indirect, special, incidental, or consequential loss of any nature

whether or not Audrie was advised of the possibility of such loss.

10.3 Essential Terms

Nothing in this Agreement limits Audrie's liability for:

• (a)death or personal injury caused by Audrie's negligence
• (b)fraud or fraudulent misrepresentation by Audrie
• (c)any other liability that cannot be excluded or limited under applicable law

10.4 Reliance on Verification Results

You assume sole responsibility for any business or legal decision made in reliance on a Verification Result. Audrie shall have no liability to you or any third party arising from your reliance on or use of a Verification Result, beyond the liability cap in clause 10.1.

11. Indemnity

You agree to indemnify, defend, and hold harmless Audrie and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• (a)your use of the Platform in breach of this Agreement
• (b)your authentication of a document that is false, fraudulent, or that you did not have authority to authenticate
• (c)your violation of any applicable law or third-party rights
• (d)any claim by a third party arising from their reliance on an Authentication Record or Verification Result issued in connection with your account

12. Term and Termination

12.1 Term

This Agreement commences when you first access or register for the Platform and continues until terminated in accordance with this clause.

12.2 Termination by You

You may terminate this Agreement at any time by closing your account through the Platform settings or by contacting Audrie at legal@audrie.io. Termination does not entitle you to a refund of any prepaid Subscription Fees.

12.3 Termination by Audrie

Audrie may terminate or suspend your account and access to the Platform immediately, without notice, if:

• (a)you materially breach this Agreement and fail to remedy that breach within 7 days of written notice (where the breach is capable of remedy)
• (b)you commit fraud, provide false identity information, or use the Platform to facilitate unlawful activity
• (c)your Authenticator status is revoked under clause 4.3
• (d)required by applicable law or regulatory authority

Audrie may also terminate this Agreement for convenience on 30 days' written notice.

12.4 Effect of Termination

On termination:

• (a)your right to access and use the Platform ceases immediately
• (b)any Authentication Records previously issued under your account are not deleted, but your Authenticator status will be reflected as inactive or revoked (as applicable) on future Verification Results
• (c)provisions of this Agreement that by their nature should survive (including clauses 4, 7, 9, 10, 11, and 15) shall continue in force

13. Confidentiality

Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that ought reasonably to be understood to be confidential given the nature of the information. This obligation does not apply to information that:

• (a)is or becomes publicly known through no breach of this Agreement
• (b)was already known to the receiving party at the time of disclosure
• (c)is independently developed by the receiving party without reference to the confidential information
• (d)is required to be disclosed by law, court order, or regulatory authority (in which case the receiving party will give prompt notice where practicable)

14. Export Controls and Sanctions

You represent and warrant that:

• (a)you are not located in, or a national or resident of, any country subject to a general trade embargo or sanctions programme under applicable law
• (b)you are not listed on any government-maintained list of prohibited or restricted parties
• (c)you will not use the Platform in connection with any transaction involving a sanctioned person, entity, or jurisdiction

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the State of Victoria, Australia.

15.2 Statutory Consumer Rights

Nothing in this Agreement limits, excludes, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by any applicable statute that cannot lawfully be limited, excluded, or modified. In Australia, this includes guarantees under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) where they apply. To the extent any statutory guarantee applies and cannot be excluded, Audrie's liability for a failure to comply with that guarantee is limited, to the extent permitted by law, to:

• (a)in the case of services: re-supplying the services, or paying the cost of having the services re-supplied
• (b)in the case of goods: replacing the goods, supplying equivalent goods, repairing the goods, or paying the cost of replacing, acquiring equivalent, or repairing the goods

15.3 Dispute Resolution

In the event of a dispute arising out of or in connection with this Agreement, the parties agree to first attempt resolution by good faith negotiation. Either party may initiate this process by giving written notice of the dispute to the other.

If the dispute is not resolved within 30 days of such notice, either party may refer the dispute to the courts of the State of Victoria, which shall have non-exclusive jurisdiction over all such disputes.

15.4 Interim Relief

Nothing in clause 15.3 prevents either party from seeking urgent injunctive or other interim relief from any court of competent jurisdiction to protect its rights pending resolution of a dispute.

16. General

16.1 Entire Agreement

This Agreement, together with the Audrie Privacy Policy and any applicable Order Form or Enterprise Agreement, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, agreements, and understandings.

16.2 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

16.3 Waiver

No failure or delay by Audrie in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver in one instance shall not prevent subsequent enforcement.

16.4 Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without Audrie's prior written consent. Audrie may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, or sale of substantially all of its assets, on reasonable notice to you.

16.5 Force Majeure

Audrie shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, telecommunications failures, or cyberattacks beyond Audrie's reasonable control, provided Audrie gives you prompt notice and uses reasonable efforts to mitigate the impact.

16.6 Notices

Notices under this Agreement must be in writing. Audrie will notify you by email to your registered address. You must notify Audrie at legal@audrie.io or such address as Audrie publishes on the Platform from time to time.

16.7 No Partnership

Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

16.8 Third Party Rights

This Agreement is made for the benefit of the parties only. No third party shall have any right to enforce any provision of this Agreement under any applicable law, unless expressly stated otherwise.

Appendix A — Summary for Reference

This summary is provided for convenience only and does not form part of the Agreement. In the event of any inconsistency between this summary and the Agreement above, the Agreement prevails.