End User Licence Agreement

SQR APPLICATIONS END USER LICENCE AGREEMENT (“EULA”)
TERMS OF USE (“Terms”)

PLEASE READ THESE EULA AND TERMS CAREFULLY

BY USING THE APPLICATION YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE THE APPLICATION.

1. Who we are and what this agreement does

We are SQR Group Limited a company registered in the Isle of Man . Our company registration number is 134592C and our registered office is at Third Floor, Queen Victoria House, Victoria Street, Douglas, IM1 2LF, Isle of Man. We are referred to as “SQR”, “us”, “we” and “our” in these terms.

We licence you to use:

2. How to contact us

2.1 How to contact us

You can contact us by writing to us at info@sqr-group.com, via web chat on our website www.sqr-group.com or at our registered office address, as set out in clause 1.

2.2How we may contact you

If we have to contact you we will do so via web chat messaging, by telephone or by writing to you at the email address or postal address you provide to us as part of the verification process.

2.3"Writing" includes emails

When we use the words “writing” or “written” in these terms, this includes emails.

2.4About the SQR Application:

The SQR Application is used by you to register and verify your Digital Identity. This can then be used, both on and off-line, with third parties to prove your identity. This includes, but is not limited to, eGaming, eSports and eCommerce operators as described in the Appendix.
When you use the SQR Application, you are entering into an agreement with us and you agree to all of the terms and conditions herein. You also agree to our privacy policy which covers how we collect, use, and store your personal information. The privacy policy also covers the basis on which information is or will be shared with the third parties with whom you are seeking to prove your identity.
These terms tell you the rules for use of the SQR Application and our Services.
You must agree to our terms before you use any of our Services.
Third parties, with whom you may use your SQR digital identity to satisfy their legal and or regulatory obligations, will have their own terms and conditions of business, privacy policies, rules and requirements. You are encouraged to read these as they will govern any goods or services you may purchase from them.

3. Our contract with you

3.1How we will accept your order

When you tick the opt-in box to say “I confirm that I have read and accept the End User Licence Agreement, Acceptable Use Terms and Privacy Policy”, a contract will come into existence between you and us. After this time, you will complete the process of downloading the SQR Application and completing the registration steps (which include, but are not limited to, submission of personal information, document capture and ID verification, anti-money laundering checks) for the SQR Application. Once completed a unique Secure QR Code shall be generated and a unique SQR account (SQR Account) will be created.

3.2If there is a problem which means we need to withdraw your access to the SQR Application

We may need to withdraw your use of the SQR Application and, if so, we will inform you of this in writing. This might be because:

3.3The Services

We supply the following services (“Services”) via the SQR Application:

3.3.1 digital verification of age, identity documentation, Know Your Customer checks; adverse media, credit checks.

3.3.2 generation and supply of personal Secure QR Code and creation of SQR Account for your use with participating Third Parties to access their technology, goods and services;

3.3.3 anti-money laundering checks and verification;

3.3.4 PEP and sanction checks;

3.3.5 access to secure on-line payment services;

3.4Your SQR Code

We will automatically assign a unique SQR Code (SQR Code) to you and tell you what it is when you complete the registration process.

3.5Secure Payment services

We use third parties for the making of secure payments via the SQR Application.

4. Your privacy

We only use any personal data we collect through your use of the SQR Application and the Services in the ways set out in our privacy policy, unless you are using a specific service to which a different privacy policy applies, as set out below.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the SQR Application or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

5. Additional terms

5.1 In addition, our acceptable use policy sets out the permitted users and prohibited use of the SQR Application. You must comply with this acceptable use policy.

6. Our rights to make changes

6.1We may make changes to these Terms

We may amend these Terms from time to time. Every time you wish to use our site, SQR Application or our Services, please check these Terms to ensure you understand the terms that apply at that time. These terms are dated 30 March 2023.

reflect changes to our products and Services;
reflect our users’ needs;
reflect Organisers’ and Operators’ needs;
reflect changes in relevant laws and regulatory requirements;
implement minor technical adjustments and improvements, for example to address a security threat; and
our business priorities.

We may ask you to update the SQR Applications for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the SQR Applications and the Services.

7. Your obligations

7.1Your warranties

By starting the verification process with us you warrant and represent that:

You are eligible to enter into this agreement;
You will supply us with accurate information and documentation during the verification process;
You must be at least the 18 years of age to use the SQR Application and the Services.
You understand you can only have one SQR Account.
You are not already restricted from using the SQR Application and/or Services.
Your SQR Account will belong to you and intended to be used for your purposes.
You also confirm that any documents you upload to our system belong to you and you are the legal and or rightful owner of said documents.

7.2Your obligations

7.2.1 Each individual user is responsible for their own passwords and SQR Application access. You agree that you will not share your passwords or route of access to SQR with anyone.

7.2.2 You shall:

comply with these Terms;
comply with all applicable laws and regulations with respect to your activities under this agreement including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, and regulatory requirements;
use the SQR Application and our Services in a lawful manner;
carry out all your responsibilities set out in these Terms in a timely and efficient manner;
comply with the Acceptable Use Policy
Provide accurate information to us and keep it updated.

7.2.3 You shall not:

Apply for more than one account.
Use an image that is not your likeness or a head-shot photo for your profile.
Try to create a false identity.
Use or attempt to use another's account.
Harass, abuse or harm another person in seeking to create or use the application or services of SQR.
Send spam or other unwelcomed communications to others.
Act in an unlawful, libellous, abusive, obscene, discriminatory, or otherwise objectionable manner.
Disclose information that you do not have the right to disclose.
Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights, or other proprietary rights.
Post any unsolicited or unauthorised advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
Manipulate identifiers in order to disguise the origin of any message or post transmitted through the Services.
Copy or use the information, content or data in connection with a competitive service (as determined by us).
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof.
Imply or state that you are affiliated with or endorsed by SQR without our express consent.
Remove any copyright, trademark or other proprietary rights notices contained in the SQR Application and/or on our Service.
Use manual or automated software, devices, scripts, robots, other means, or processes to access, “scrape,” “crawl” or “spider” the Services or any related data or information.
Use bots or other automated methods to access the Services, add or download contacts, send, or redirect messages.
Monitor the Services' availability, performance, or functionality for any competitive purpose.
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services.
Access the Services except through the interfaces expressly provided by Verified Entry (including Match Fit Pass and V Site Pass), or SQR.
Override any security feature of the Services.
Break the law in any other way.

7.2.4 Passwords

You agree to:

7.2.5You are solely responsible for anything that you upload to your account.

7.2.5If you download or stream the SQR Application onto any phone or other device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device.

8. Term and termination

8.1 Unless this agreement is terminated earlier in accordance with clause 8, your SQR Account will commence from the date of account creation (Commencement Date).

8.2 You will need to re-authenticate your SQR Account if the following applies:

8.2.1we ask you to so that your SQR Account can be updated. We require this every 12 months;

8.2.2your facial appearance changes for whatever reason, including cosmetic surgery;

8.2.3if, after 18 months, since the date of account creation or the date of re-authentication, you do not re-authenticate your SQR account we will assume you do not wish to use your SQR account, therefore it will cease to be useable as a ID verification tool and we shall delete your data in line with our Data Retention Policy. If you reverify after this period, your account will be reactivated.

9. Termination

9.1Termination by us

Without prejudice to any rights that we have accrued under the agreement or any of its respective remedies, obligations or liabilities we may terminate this agreement and your rights to use the SQR Application and Services at any time with immediate effect by giving you notice in writing if:

9.2Termination by you

You may terminate the agreement at any time with notice to us.

9.3Consequences of termination

9.3.1Expiry or termination of the agreement for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at expiry or termination.

9.3.2On termination of the agreement:

9.3.2.1your rights to use the SQR Application shall immediately cease; and

9.3.2.2we shall immediately cease provision of the Services.

9.3.2.3You must stop all activities authorised by these terms, including your use of the SQR Application and any Services.

9.3.2.4You must delete or remove the SQR Application from all devices in your possession and immediately destroy all copies of the SQR Application which you have and confirm to us that you have done this.

9.3.2.5We may remotely access your devices and remove the SQR Application from them and cease providing you with access to the Services.

9.3.3Any provision of the agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of the agreement shall remain in full force and effect. This includes, but is not limited to:

10. Notices and messages

10.1Notices

Occasionally we and other third parties may need to notify you of important information, this will primarily be done via messages in the SQR Application, email or via our website.

10.2Messages and sharing

When you choose to verify or share your documents with us your information will be sent fully encrypted.

10.3 You may receive, via the SQR Application, messaging from our onboarding team/compliance team. In certain circumstances you will also receive via the SQR Application messages direct from third parties with which you wish to use, or have used the SQR Application to access their services. You cannot opt-out of these through the SQR Application.

11. Intellectual Property Rights

11.1 All intellectual property rights in the SQR Application, any Documentation relating to our Products and Services (“the Documentation”) and the Services throughout the world belong to us (or our licensors) and the rights in the SQR Application and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the SQR Application, the Documentation or the Services other than the right to use them in accordance with these terms.

11.2 You shall own and retain all rights, title and interest in and to all the content and personal information you provide to us (Your Data). We shall have no rights to access, use or modify Your Data unless otherwise provided in these Terms

11.3 We shall own and retain all rights, title and interest in and to all deliverables and all other reports, documents, materials, techniques, ideas, concepts, trademarks, know-how, algorithms, software, computer code, routines or subroutines, specifications, plans, notes, drawings, designs, pictures, images, text, audio-visual works, inventions, data, information and other items, expressions, works of authorship or work product of any kind that are: a) authored, produced, created, conceived, collected, developed, discovered or made by us in connection with the Services or which relate in any manner to the Services or which result from any work performed by us for you, including any and all Intellectual Property Rights therein (collectively, Work Product); and b) provided by any supplier (other than us), consultant, contractor, advisor or any other third party engaged by you in relation to the Services.

11.4 You waive any and all moral rights (including any rights of attribution) in and to the Work Product. To the extent that any Intellectual Property Rights in the Work Product do not automatically vest in us, you (by way of present assignment of future rights where appropriate) assigns absolutely and irrevocably to us with full title guarantee all rights, title and interest that you (and any of your employees, agents or sub-contractors) may have or may in future acquire in all Work Product, including all Intellectual Property Rights in any Work Product, for the full term of such rights throughout the world.

11.5 You shall indemnify and hold us harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or incurred by us as a consequence of any claim or allegation that the use or possession by us of your Intellectual Property Rights or Your Data infringes any rights (including Intellectual Property Rights) of a third party.

11.6Your Data

You agree to only supply information and content that you own and have the right to share.

You can select what you share and who to, contact information, personal information or all documents on the SQR Application. Everything you share will be sent fully encrypted.

You agree that we may access, store, and use any information that you provide in accordance with the terms of the privacy policy and your privacy settings.

By submitting suggestions or other feedback regarding our services to us you agree that we can use and share such feedback for any purpose without compensation to you.

You agree to us contacting by email, telephone or letter every document issuer that you upload to the SQR Application for verification purposes, should we need to.

12. Withdrawal and suspension of Service

12.1 At any time, we may alter or discontinue any of our Services, we do not promise to store or keep displaying any information or content you have uploaded.

11.2 We may change, suspend, or end any service, at our discretion. These changes will be effective upon notice provided to you.

13. Third Party Content

We may from time to time advertise or display third party apps on our site or SQRApplication for your information only. As a requirement of the Services we aresupplying to you, the SQR Application will navigate you to access or use thirdparty apps or websites, these will contain their own legal terms and policiesand have no connection to us. We are not responsible for these sites and youuse these at your own risk. Such links should not be interpreted as approval byus of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

14. Restrictions on use

12.1 We have the right to limit how you connect and interact on our site and SQR Application. We reserve the right to limit your use of Services. We reserve the right to restrict, suspend, or terminate your account, if we believe that you may be in breach of these Terms, the law or are misusing the SQR Application or our Services.

15. Location services

The SQR Application will make use of location data sent from your devices. If you use our Services, you consent to us and our affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of your location data and queries to provide an indication of which town and within which country you are currently located in.

If you disable location data, you will not be able to use the application as an Identity Verification service.

16. Disclaimers

We (and those that we work with to provide the Services):

disclaim all implied warranties and representations e.g. warranties of merchantability, fitness for purpose, accuracy of data and noninfringement;
do not warrant or guarantee that the SQR Application or Services will function without interruption or errors; and
provide the SQR Application and Services (including content and information) on an “as is” and “as available” basis.

17. Exclusions and limitations of liability

17.1 The restrictions on liability in this clause 17 apply to every liability arising under or in connection with agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

17.2 Nothing in these Terms limits any liability which cannot legally be limited, including but not limited to liability for:

17.3The following types of loss are wholly excluded by us:

17.3.1 loss of profits;

17.3.2 loss of revenue;

17.3.3 loss of sales or business;

17.3.4 loss of agreements or contracts;

17.3.5 loss of anticipated savings;

17.3.6 loss of use or corruption of software, data or information;

17.3.7 loss of or damage to goodwill; and

17.3.8 any indirect or consequential loss.

17.4 Subject to clause 17.2 our total liability (and those that we work with to provide the Services) in respect of all breaches of duty occurring shall not exceed £50.

17.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 weeks from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

17.6 You agree to take all reasonable and prompt steps to mitigate the effects and to minimise any damage arising as a result of our breach under or in connection with this agreement.

17.7 The SQR Application and the Services are provided for general information and entertainment purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the SQR Application or the Service. Although we make reasonable efforts to update the information provided by the SQR Application and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

17.8 The SQR Application and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the SQR Application and the Services (as described on the appstore site and in the Documentation) meet your requirements.

18. Connectivity

In order to use the SQR Application, you must have access to the internet, for all of the services to work correctly. Failure to do this could limit access to the SQR Application. We accept no responsibility for lost connection to our servers.

19. General

19.1Force Majeure

Neither party shall be in breach of the agreement nor liable for delay in performing, or failure to perform, any of its obligations under the agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

19.2Assignment and other dealings

19.2.1We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

19.2.2You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the agreement without our prior written consent.

19.3Entire agreement

19.3.1These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.3.2 These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.4Variation

Except as set out in these Terms, no variation of the agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.5Waiver

A waiver of any right or remedy under the agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19.6Severance

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms.

19.7Notices

19.7.1Any notice or other communication given to us under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service to our registered office. We shall be entitled to send you any notice or other communication via email or the SQR Application.

19.7.2Any notice or communication shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting ;and (iii) if sent by email or via the SQR Application, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 19, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

19.8Third party rights

Unless it expressly states otherwise, the agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement.

19.9Governing law

The agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

19.10Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the agreement or its subject matter or formation.

Appendix

SQR for Esports

1.SQR for Esports is an identification verification and secure payment solution to be used by individuals participating in Esports events (“you”) and the organisers of Esports competitions both on-line and at face-to-face events (Esports Competitions) (Organisers).

2.SQR for Esports has been designed so that :

3.SQR for Esports will enable you to verify your identity with the Organiser when gaining entry to an Esports Event and purchase goods and services from the Organiser.

SQR for E-gaming

4. SQR for E-gaming is an identification verification and secure payment solution to be used by individuals who wish to participate in on-line and off-line gambling (“you”) with the operators of gambling activities (Operators).

5. SQR for E-gaming has been designed so that :

SQR for E-Commerce

6. SQR for E-Commerce is an identification verification and secure payment solution to be used by individuals (“you”) who wish to purchase items from the operators of e-Commerce platform operators. (Operators).

7. SQR for E-Commerce has been designed so that :

SQR for Regulated Services

8. SQR for Regulated Services is an identification verification solution to be used by individuals (“you”) who wish to verify yourselves with a Regulated Service organisation.

9. SQR for Regulated Services has been designed so that:

SQR for Retail

10. SQR for Retail is an identification verification and secure payment solution to be used by individuals (“you”) who wish to purchase items from high street retailers.

11. SQR for Retail has been designed so that :