Terms and conditions | Verida Wallet

ZERO DATA LABS PTY LTD

Before using the services (“Services”) offered by Zero Data Labs Pty Ltd [and its affiliates] ("Zero Data Labs", "we", "us" or "our") through the Verida Wallet mobile application (“Verida Wallet”) which Zero Data Labs operates and maintains, every user shall carefully read these Terms of Use ("Terms"). These Terms apply to all users ("User", “you” or “your”) who access or use Verida Wallet or the Services on the following terms and conditions.

In this Terms of Use, unless there is something in the subject or context inconsistent therewith the following expressions bear the following meanings, namely:

“Blockchain” means a decentralized digital ledger of immutable timestamped records, stored in blocks, that are linked together using cryptography.

“Communications” means all and any communication, agreement, document, receipt, notice and disclosure, which may be from time to time addressed to you by Zero Data Labs Pty Ltd.

“Crypto Assets” means such type of assets which can only and exclusively be transmitted by means of blockchain technology, including but not limited to digital coins and digital tokens and any other type of digital mediums of exchange, such as BTC, ETH, etc., but shall not include securities or regulated capital markets products of any kind under any applicable law.

“DID” means a Decentralized Identifier that follows the W3C DID-Core Specification and represents a unique Decentralized Identity.

"Force Majeure Event" means any event beyond Zero Data Labs’s reasonable control, including but not limited to the flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, suspension of bank accounts of any kind, any fork or change in any blockchain protocol, large and/or sharp fluctuations of the price of any crypto asset for whatever reason, communications, network or power failure, or equipment or software malfunction or any other cause beyond Zero Data Labs’s reasonable control;

“Personal Data” means information about you, from which you are identifiable, directly or indirectly, including but not limited to your name, identification card number, birth certificate number, passport number, nationality, address, location data, telephone number, bank account details, credit or debit card details, race, gender, date of birth, email address.

“Public Profile” means information about you that is public on the Verida network. This includes the name you enter at registration, your DID, any profile image you upload and the country you selected at registration.

“Third Party” means a provider of Third-party Services.

“Third-party Service” means any platform, network, application, data provider or data consumer accessible via the Verida Wallet. These include but are not limited to:

crypto networks and platforms where you own or are the beneficial owner of crypto assets,

applications or platforms that enable you to purchase Crypto Assets,

applications or platforms that provide data into your Verida Wallet or use data shared by you from your Verida Wallet.

“Verida Network” means the underlying protocol, technology and documentation developed by Zero Data Labs.

“VDA” means the Verida token.

“Verida Identity” means the DID and associated private key accessible via the Verida Wallet that provides control of your personal data and messaging inbox on the Verida Network.

“Verida Wallet” means this mobile application that stores both Verida Identity and Blockchain Account seed phrase(s) and private key(s) to provide an interface to access your Personal Data and self-custody your Crypto Assets; and

“Blockchain Account” means the blockchain address and associated private key for Crypto Assets which is accessible as part of the Verida Wallet mobile application.

1. GENERAL CONDITIONS

1.1

In order to be able to use our Services, you warrant and represent that you:

1.1.1

are at least 18 years old or of other legal age with full capacity to enter into contracts independently, according to your relevant jurisdiction;

1.1.2

have sufficient experience, knowledge and understanding of the working principles of our Verida Wallet, fully understand the associated risks access and use the Verida Wallet at your own risk and for your own benefit and do not act on behalf and/or to the interest of any other person;

1.1.3

have full power and authority to enter into this legal relationship and by doing so will not violate any other legal relationships;

1.1.4

guarantee that your Crypto Assets, which you transfer to the Verida Wallet are not encumbered, not in contention, or under seizure, and that neither exist any rights of Third Parties to your crypto assets.

1.1.5

will not use our Services or will immediately cease using those if any applicable law in your country prohibits or will prohibit you at any time from doing so;

1.1.6

will not use our Services or will immediately cease using those if you are a resident or become a resident at any time of the state or region (in accordance with such state or region definition of residency), where the Crypto Assets transactions you are going to execute are prohibited or require special approval, permit and/or authorization of any kind, which Zero Data Labs and/or you have not obtained in this state or region;

1.1.7

have not previously been suspended or removed from our Services; AND

1.1.8

the personal information provided on your registration form, including, without limitation, your - name, and country of residence.

1.2

You further represent, agree and warrant, that you will not violate any law, contract, third-party right or commit a tort by accessing or using the Verida Wallet, and that you are solely responsible for your actions and/or inactions while using the Verida Wallet. Without prejudice to the foregoing, you represent, agree and warrant, that YOU WILL NOT:

1.2.1

Use the Services to pay for, support or otherwise engage or in connection with any unlawful or otherwise undesirable activity (as determined by Zero Data Labs in its absolute and sole discretion), including, but not limited to illegal gambling activities; money-laundering; fraud; or terrorist activities; or any other illegal activities; dealing in regulated products or services, pseudo-pharmaceuticals, adult content and services, unfair/predatory practices, counterfeit goods, gambling, suspected money laundering, or drug activity (“Prohibited Activities”). Any Prohibited Activities shall be a breach of these Terms and grounds for termination of your Verida Wallet access.

1.2.2

Use or attempt to use another User’s Verida Identity without authorization, given knowingly and voluntarily;

1.2.3

Provide false, inaccurate, or misleading information;

1.2.4

Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from using our Services with full functionality, or that could damage, disable, overburden or impair the functioning of the Services in any manner;

1.2.5

Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;

1.2.6

Attempt to circumvent any content filtering techniques We employ, or attempt to access any service or area of our Services that you are not authorized to access; AND

1.2.7

accept the risks associated with Crypto Assets and Blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to any particular crypto asset or other blockchain technology, including smart contracts not associated with Zero Data Labs.

1.3

YOU INDEMNIFY AND HOLD ZERO DATA LABS HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA OR LOSS OF ASSETS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH INVALIDITY OR BREACH OF ANY OF THE WARRANTIES, REPRESENTATIONS AND COVENANTS OF THIS SECTION AND THE ENTIRE TERMS.

1.4

YOU UNDERSTAND THAT ZERO DATA LABS DOES NOT HAVE ACCESS TO YOUR CRYPTO ASSETS. WHEN A VERIDA IDENTITY IS INITIALLY GENERATED, IT GENERATES A SEED PHRASE THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP. AT NO POINT DOES ZERO DATA LABS STORE THE USER’S SEED PHRASE, SO EVEN IF WE WANTED TO, WE CANNOT GAIN ACCESS TO THE UNENCRYPTED PRIVATE KEY, CRYPTO ASSETS OR PERSONAL DATA.

1.5

Zero Data Labs reserves the right to refuse any registration for the Wallet without stating reasons.

2. CONSENTS AND AUTHORIZATIONS

2.1

You agree and consent to receive electronically via the Verida Wallet messaging service all Communications, that Zero Data Labs may be willing to communicate to you in connection with your Verida Identity and/or use of the Verida Wallet Services. For the purposes hereof you may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support. If this is a matter to be brought before the Court, you hereby waive your right to plead ignorance.

3. CRYPTO WALLET AND TRANSACTIONS

3.1

The following transactions are available to be performed by a User via their Verida Wallet with their Crypto Assets:

3.1.1

“Transfer”, a remittance of a Crypto Asset in the Verida Wallet between other Blockchain Accounts

3.1.2

“Blockchain Transaction”, a blockchain transaction that interacts with a smart contract on a blockchain supported by the Verida Wallet

3.1.3

“Buy Crypto”, purchase of a Crypto Assets and transfer into the Verida Wallet via an external 3rd party

3.2

Transactions performed by a User via their Verida Wallet may incur transaction fees commonly referred to as “paying gas” to interact with a blockchain.

3.3

In order to protect your Crypto Assets from unauthorized access, use, or spending we use a variety of physical and technical measures designed to protect our systems and your Crypto Assets. These measures include but are not limited to the use of encryption to protect assets in your Verida Wallet. The Blockchain Accounts in the Verida Wallet are self-custody. Zero Data Labs has no access to the private key(s) for these Blockchain Accounts. Zero Data Labs has no access to access codes, seed phrases or private keys (“Crypto Asset Keys”) and there is no way for Zero Data Labs to recover Crypto Asset Keys relating to your Blockchain Accounts. Zero Data Labs is not liable if Crypto Assets cannot be accessed due to Crypto Asset Keys loss. It is strongly recommended that Users keep backups of any Crypto Asset Keys on their own systems.

3.4

When creating a Verida Identity, the Verida Wallet generates and stores a private and public cryptographic key pair that you can use to make transactions with Crypto Assets. The public key can be shared to complete transactions. The private key uniquely matches the Blockchain Account address and is only used by the Verida Wallet to authorize transactions to and from the Verida Wallet.

3.5

Zero Data Labs will use reasonable efforts to ensure the balance displayed in the user interface of your Blockchain Account is accurate but does not guarantee and makes no warranties (express or implied) accuracy. In this regard, you acknowledge and agree that Zero Data Labs shall rely on Third Parties and decentralized blockchains for such information and that Zero Data Labs is not responsible nor liable for the information sourced from such parties and decentralised blockchains.

3.6

Zero Data Labs and any Third-party Service may impose limits on and/or restrict the types of Crypto Assets that are supported and the size of the transactions conducted via the Verida Wallet (where applicable). Should you utilise or attempt to utilise the Crypto Assets beyond stated limits or restrictions, you agree that you shall not make any claim or demand, or commence any action asserting any claim or demand, including without limitation any claim of contribution or any indemnification, against Zero Data Labs.

3.7

In the event of your breach of the Terms, or any other event as we may in our sole discretion determine, including without limitation any Force Majeure Event; maintenance work; inability of a Third-Party Service provider to provide you services; your request of account cancellation; market disruption; inability to conform to our requirements; lack of verification; pending litigation, investigation, or government proceeding related to you or your Verida Identity; and/or in case we perceive a heightened risk of legal or regulatory non-compliance associated with you or your Verida Identity, we may, in our sole discretion and without liability to you, with or without prior notice:

3.7.1

suspend your access to all or a portion of our Services; or

3.7.2

delete or deactivate your Verida Wallet access.

4. DATA PRIVACY

4.1

With the exception of your Public Profile, any personal data placed in the Verida Wallet is encrypted by client-side encryption before it leaves the User’s Verida Wallet (“Encrypted Data”). To the best of Zero Data Labs’s knowledge and the current state of the art this data cannot be decrypted by Zero Data Labs or any Third Party. Personal data may be specifically shared by you with other Verida Wallet users (“Collaborators”). In the event you share data with Collaborates any and all information shared with them may be decrypted and viewed by them.

4.2

When you interact with Third Parties and share your Personal Data with these Third Parties, such information may be viewed by these selected Third Parties and may be publicly distributed outside. The said parties may view your name, public profile and private profile, amongst others, and communicate with you via the Verida Wallet messaging channel.

4.3

Zero Data Labs is committed to full compliance with the provisions of the Personal Data Protection Act 2012 and has appointed a Personal Data Protection Officer for these purposes. Such officer may be communicated with in writing at the email address dpo@verida.io

5. DATA STORAGE SERVICE

5.1

Personal Data Storage: You acknowledge the Verida Wallet provides an interface to access your Personal Data and you alone are responsible for the location, security and access to this data storage by selecting a Third Party hosting service, Zero Data Labs hosting service or operating your own Personal Data storage hosting service (“Hosting Service”).

5.2

Encryption: You acknowledge that by using the Verida Wallet, the data uploaded and/or shared through the Verida Wallet ("Personal Data") are encrypted by client-side encryption before they leave the User's location. According to the best of Zero Data Labs’s knowledge and the current state of the art, Encrypted Data cannot be decrypted by Zero Data Labs or any unauthorized Third Party.

5.3

Collaboration: When you upload and/or share Customer Data through the Services, Encrypted Data can only be decrypted by you by accessing your account and by persons with whom Encrypted Data is specifically shared with ("Collaborator").

5.4

Roles and permissions: You understand that Encrypted Data will be accessible by Collaborators to the extent the relevant Collaborators have been granted access. Your and Collaborators' rights are defined in accordance with your "permission" that defines whether you can modify, delete or reshare the Encrypted Data. Before sharing Encrypted Data, please consider the permissions of the relevant Collaborator.

5.5

Password: Zero Data Labs has no access to access codes, seed phrases or passwords (“Passwords”) and there is no way for Zero Data Labs to recover Passwords relating to your account. Zero Data Labs is not liable if Encrypted Data cannot be decrypted due to Password loss. It is strongly recommended that Users keep backups of any content on their own systems.

5.6

Storage Fees: You understand and accept that accessing Hosting Services may incur fees charged via blockchain transactions, and that failure to pay those fees may result in the revocation of access and loss of data stored within those Hosting Services.

6. AUTHENTICATION SERVICE

6.1

The Verida Wallet may serve as an authentication and sign-on application for other decentralised applications developed on the Verida network. However, to be able to use the authentication Service, you will need to register for a Verida Identity.

6.2

However, nothing herein entitles you to be granted access to any other decentralised application or Third-party Service developed on the Verida network. Any access to such applications shall be subject to the terms and conditions of such application.

7. SPECIAL CONDITIONS

7.1

Zero Data Labs is not a counterparty or participant to any transaction you make using your Verida Wallet, our Services or any Third-party Services. Further, once transaction details have been submitted to the blockchain, Zero Data Labs cannot assist you to cancel or otherwise modify your transaction or transaction details.

7.2

You may be charged fees by any Third-party Service you access via the Verida Wallet. Zero Data Labs is not responsible for any Third-party Services' fees. You are solely responsible for your use of the Third-party Service, and you agree to comply with all terms and conditions applicable to any Third-party Service.

7.3

It is the user's responsibility to decide whether any taxes apply to the transactions you perform through the Verida Wallet, and to withhold, report and remit the relevant funds to the appropriate tax authorities. You agree that Zero Data Labs is not responsible for determining whether any taxes apply to your transfers or for collecting, reporting, withholding or remitting any taxes arising from any transactions and does not act as your tax agent.

7.4

In the event of death of the owner of a Verida Identity, the relevant laws of succession shall apply in relation to the transmission of ownership of the said Verida Identity. The User shall be solely responsible for making their own arrangements to ensure that the beneficiary, estate of the deceased or legal personal representative of the deceased having a right or claim to the said Verida Identity (including all assets and data therein) are able to access and take control of the said Verida Identity in such an event. Any such beneficiary, estate or legal personal representative shall notify Zero Data Labs of such transmission of ownership of the said Verida Identity, and shall be bound by these Terms.

8. INDEMNIFICATIONS

8.1

YOU AGREE TO INDEMNIFY AND HOLD ZERO DATA LABS HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF ASSETS, INCLUDING TOTAL ONE, WHETHER IN AN ACTION, IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH:

8.1.1

your use of the Verida Wallet, including, but not limited to those arising from your personal errors and misbehaviour such as forgotten seed phrases, private keys, passwords, incorrectly constructed transactions, accidental sharing of data, accidental transfer to incorrect addresses, unexpected loss caused by failure of a Hosting Service, loss of your accesses etc.;

8.1.2

any risks associated with utilizing any Crypto Assets blockchain network, including, but not limited to the risk of unknown vulnerabilities in or unanticipated changes to any network protocol;

8.1.3

any communication failures, disruptions, errors, distortions or delays you may experience when using the Verida Wallet, howsoever caused;

8.1.4

software failures, protocol changes by Zero Data Labs or Third-Party Service providers, internet outages, Force Majeure event or other disasters including Third Party distributed denial-of-service attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control, any malfunction, unintended function, unexpected functioning of or attack on the Blockchain protocol that may cause the Verida Wallet to malfunction or function in an unexpected or unintended manner.;

8.1.5

technical, typographical, or photographic errors in information and materials appearing on the Verida Wallet or related applications;

8.2

The Service developed by us is provided "as is". Zero Data Labs makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Zero Data Labs does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials or otherwise relating to such materials or on any websites or apps linked to Zero Data Labs.

9. THIRD PARTY SERVICES

9.1

The Company may require, enable, provide, or facilitate access to or use of website, software or Third-party Services and may be used in combination with software or services of such Third Parties to electronically identify, authenticate, and/or authorise users prior to their access or use of Specific Online Services of the Approved Service Providers. In such an event, there may be additional terms governing such access or use (the "Third Party Terms") that will bind either us or you or both.

9.2

It is your responsibility to check and read the most up-to-date versions of these Third Party Terms and you are deemed to have notice of the same. In particular, you are deemed to have notice of any terms that we (under the Third Party Terms) are required to notify you of, and you agree to be bound by all the obligations in the Third Party Terms which are applicable to you as the end user.

9.3

If the Third Party Terms require you to enter into an agreement directly with the Third Party, then you agree to enter into such agreement, and in any event, to be legally bound by the Third Party Terms.

9.4

Some Third Party Terms grant the Third Party, or require us to grant the Third Party, direct rights of enforcement of these Terms as a third party beneficiary, against you. Such Third Party Terms are deemed to have been incorporated into these Terms as Incorporated Terms, and you agree to grant such Third Party, such direct rights of enforcement against you.

9.5

You agree to indemnify and keep us and the relevant Third Parties harmless against all claims, actions, liabilities, losses, damages, costs or expenses (including legal costs on an indemnity basis) howsoever arising out of or in connection with your access or use of such Third Party website, software or service or your non-compliance with the Third Party Terms or Incorporated Terms which causes us or the relevant Third Party to breach any of the Third Party Terms.

9.6

You will not hold us or the relevant Third Party liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of such Third Party website, software or service, including any damage or loss suffered as a result of reliance on the contents contained in or available from such Third Party website, software or service.

9.7

For the avoidance of doubt, nothing in the Verida Wallet or the materials supplied by Zero Data Labs will be considered an endorsement, representation or warranty of or by us with respect to any Third Party or any Third Party's content, products, services, functionalities or otherwise, even where the Third Party website, software or service may require the Use of the Verida Wallet. We make no representation or guarantee regarding the availability or content (including its truthfulness, accuracy, completeness, timeliness or reliability) of such Third Party content, product, service or otherwise and any use or reliance on the same by you is solely at your own risk.

10. GOVERNING LAW

10.1

The Laws of the State of New South Wales, Australia, excluding its conflict of Laws rules, will apply to any and all disputes, controversies, or claims arising out of or relating to the Services or this Agreement (“Disputes”). All legal actions in connection with a Dispute under this Agreement will be subject to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, Australia and courts of appeal from them.

10.2

Customer and Company each agree to exclusively arbitrate any and all Disputes. Any dispute, controversy, or claim arising out of, relating to, or in connection with this contract, including any questions regarding its existence, validity, or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of arbitration shall be English.

11. SEVERABILITY CLAUSE

11.1

Should one or several provisions of these Terms be or become invalid or prove to be unenforceable, this shall not affect the validity of the other provisions.

11.2

If it is possible, any unenforceable or invalid provision in these Terms shall be modified to the extent required to render the agreement between the parties under these Terms enforceable or valid, and the rights and responsibilities of the parties shall be interpreted and enforced accordingly, so as to preserve their agreement and intent to the fullest possible extent.

12. MISCELLANEOUS

12.1

In the event of any conflict between these Terms and any other agreement you may have with Zero Data Labs, the terms of that other agreement will prevail only if these Terms are specifically identified and declared to be overridden by such other agreement.

12.2

We reserve the right to alter, amend or modify these Terms from time to time, in our sole discretion.

13. ASSIGNMENT

13.1

You agree that we may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign it to any Third Party.

14. HOW YOU ACCEPT THIS POLICY

14.1

By creating or importing a locally hosted Verida Identity, or visiting our website, you acknowledge that you have read, understood, and agreed to these Terms. We reserve the right to change these Terms at any time. Any such changes with respect to your use of Verida Wallet will take effect immediately when posted on our website or on our mobile application. Your continued use of Verida Wallet following any such change will signify your acceptance to be bound by the then current Terms. Please check the effective date above to determine if there have been any changes since you have last reviewed these Terms. If you do not agree to this Agreement or any modifications to this Agreement, you should not use Verida Wallet. Failure or delay by Verida Wallet in enforcing or partially enforcing any provision of these Terms shall not be construed as a waiver of any rights.

Verida Wallet Terms and Conditions

ZERO DATA LABS PTY LTD