WORKIT™ USER TERMS

1 DEFINITIONS:
1.1 “Account” a unique Platform account granted by WORKIT™ to a User by which such User accesses the Platform.

1.2 “Australian Consumer Law”: Schedule 2 of the Competition and Consumer Act 2010 (Cth).

1.3 “Defect”: any of the following whether directly or indirectly:
(a) being of unmerchantable quality;
(b) being inoperative;
(c) being not fit for any particular purpose;
(d) being non-compliant with:
(i) agreed specifications; or
(ii) Law; or
(iii) these terms;
(e) a having a material:
(i) fault;
(ii) defect;
(iii) unsightliness; or
(iv) other shortcoming in any aspect including materials, workmanship, engineering, structure, operation, packaging, documentation or specification regardless of cause.

1.4 “Force Majeure Event”: any event beyond the reasonable control or prevention of the non-performing party including:
(a) external telecommunications failures;
(b) plague, pestilence, drought, fire, flood, earthquake, bushfire or act of God and any other natural disaster;
(c) riot, act of terrorism, war, civil disorder, rebellion or revolution;
(d) strikes, lockouts and labour disputes (but excluding a facility specific strike of any other type of industrial action by the Personnel of a party claiming force majeure); and
(e) epidemics, quarantine restrictions, outbreak of disease or any travel restrictions or bans (including bans on non-essential travel) issued by the World Health Organisation or any governmental authority.

1.5 “Harmful Code”: any computer program, virus, unsolicited email, bomb, trojan horse, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other malware or other code (including source and object code) that is harmful, destructive, disabling or which assists in or enables theft, unauthorized access to or alteration of data or the Platform or which may impair, deny or otherwise adversely affect the use of the Platform.

1.6 “IP Rights”: each of:
(a) all present and future intellectual property rights of any nature whatsoever conferred by Law or otherwise including without limitation: copyright; designs (including registered designs); patents; moral rights; trade marks; trade secrets; circuit layouts; business names; domain names; inventions; and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967, whether or not registered or registrable;
(b) all other rights of a like nature to the above rights; and
(c) any present and future Law-derived rights and remedies including choses in action relating to the above rights,
throughout the world.

1.7 “Law”: any and all applicable:
(a) rules of the general law from time to time including common law, torts, equity, bankruptcy;
(b) legislation and subordinate legislation and ordinances, codes, regulations and by-laws of relevant government, semi-government or local authorities and other instruments under any of them including the Australian Consumer Law; and
(c) judgments, orders or decrees of any governmental agency or judicial or quasi-judicial body.
1.8 “Loss” means any loss, cost, charge, liability, expense, damage, debt or diminution in value, business, opportunity, production, use, of any kind or character howsoever caused.

1.9 “Modify”: add-to, alter, adapt, change, convert, compile, de-compile, delete-from, disassemble, edit, enhance, improve, modify, reproduce, re-arrange, reverse-engineer, tamper with, transpose or translate.

1.10 “Platform”: the human resources and recruitment software as a service platform supplied by WORKIT™ from time to time including:
(a) any services incorporated in the platform including third party services;
(b) plugins, add-ons and other functionality in such platform;
(c) new versions and Modifications of such platform; and
(d) any manual, help material or FAQs within or pertaining to the Platform,
from time to time.

1.11 “Privacy Policy”: the WORKIT™ Privacy Policy as varied from time to time.

1.12 “Related Entity”: a “related body corporate” or “associated entity” as defined in the Corporations Act 2001.

1.13 “Related Parties”: an entity’s directors, officers, agents, employees, contractors and Related Entities as defined in the Corporations Act 2001.

1.14 “Subscription”: User’s continuing right to:
(a) have an Account; and
(b) use the Platform,
subject to these Terms.

1.15 “Subscription Fees”: the fees that User may be required to pay to WORKIT™ from time to time for use of the Platform.

1.16 “Terms”: these user terms as varied from time to time.

1.17 “Transfer”: transfer, sell, assign, novate, sub-licence, Encumber, declare a trust over, or otherwise dispose or Deal With any legal or equitable interest in the subject matter.

1.18 “User”:
(a) each human user of Platform; and
(b) where the Account holder through which User accesses the Platform is a corporate entity, such corporate entity,
from time to time.

1.19 Warranty And Returns Policy: the WORKIT™ Warranty and Returns Policy as varied from time to time.

1.20 “WORKIT™”: SLOB PTY LTD [ACN 634269122] and its administrators, executors, heirs, successors and permitted assigns and substitutes.

2 ACCEPTANCE

2.1 By downloading, installing or continuing to use the Platform, User warrants, acknowledges and agrees that:
(a) User has had sufficient chance to read and understand these Terms;
(b) User is immediately bound by these Terms as varied from time to time;
(c) these Terms apply to User’s use of the Platform however accessed including via an internet browser, smartphone, tablet or other internet connected device;
(d) where User is a human person represents a corporate entity that is, or intends to be, an Account holder, User is duly authorised to represent such corporate entity; and
(e) that the Platform may be in beta phase in whole or in part.

2.2 User must not use the Platform if User:
(a) does not agree to all of these Terms;
(b) does not have a current, non-suspended Account;
(c) has an Account that WORKIT™ is entitled to suspend under clause 9.1; or
(d) is:
(i) not of legal age to form a binding contract with WORKIT™; or
(ii) not legally prohibited from using or receiving the services provided by the Platform,
under appliable Law.
2.3 These Terms:
(a) govern User’s downloading, installing, accessing and use of the Platform;
(b) comprise a binding contractual agreement between User and WORKIT™;
(c) are in addition to any other terms and conditions notified to User by WORKIT™ with respect to User’s use of the Platform;
(d) are important and User should ensure that User reads them carefully and contact WORKIT™ with any questions before User uses or continue to use the Platform; and
(e) commence on the earlier of the date User:
(i) downloads;
(ii) installs;
(iii) accesses; or
(iv) uses,
any part of the Platform.
2.4 User must:
(a) use the Platform only in accordance with:
(i) the Terms;
(ii) any Platform manual or help material; and
(iii) WORKIT™’s reasonable directions and policies from time to time; and
(b) comply with the hardware requirements (if any) as specified by WORKIT™,
from time to time.
2.5 Unless otherwise stated, the Platform is not associated, affiliated, sponsored, endorsed or in any way linked to any third party including platform operators, including Apple, Google or Android.

3 FORBIDDEN CONDUCT

3.1 User must not:
(a) Modify or authorise, permit or allow any person to Modify the Platform;
(b) reproduce, duplicate or copy the Platform;
(c) Transfer, distribute or otherwise commercially exploit the Platform;
(d) the Platform available to any third party other than as agreed in writing by WORKIT™;
(e) use any the Platform for commercial purposes;
(f) access the Platform without authority;
(g) interfere with, damage, penetration-test or disrupt:
(i) the Platform; or
(ii) any equipment or network on which the Platform is stored;
(h) create internet “links” to the Platform;
(i) “frame” or “mirror” any Platform software on any other server or wireless or internet-based device;
(j) build a competitive product or service to the Platform;
(k) build a product using similar ideas, features, functions or graphics of the Platform;
(l) copy any ideas, text, features, functions or graphics of the Platform;
(m) use the Platform to advertise, send spam or otherwise communicate duplicative or unsolicited messages;
(n) launch an automated program or script, including, but not limited to, Harmful Code, web spiders, web crawlers, web robots, web ants, web indexers, bots or any program which may make multiple server requests per second or unduly burdens or hinders the operation and/or performance of the Platform;
(o) overwhelm or attempting to overwhelm the Platform infrastructure by imposing an unreasonably large load on the Platform systems;
(p) use the Platform to misrepresent or defraud any other User or member of the public including through phishing, spoofing, manipulating headers or other identifiers, impersonation or falsely implying any sponsorship or association with WORKIT™ or any third party;
(q) access or search any part of the Platform other than the Platform’s publicly supported interface; or
(r) use the Platform in a way or for a purpose that:
(i) constitutes a breach of the Law;
(ii) is fraudulent, criminal or unlawful;
(iii) is obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue, annoying, political or violates a third party’s privacy;
(iv) constitutes impersonation of any third party or misrepresents a relationship with any third party;
(v) is contrary to any direction given by the WORKIT™ with respect to the Platform;
(vi) involves User’s use, delivery or transmission of Harmful Code; or
(vii) tends to harm the Platform in any way.

4 USAGE CHARGES

4.1 The Platform does not include the provision of any hardware or internet browser to access the Platform.

4.2 To use the Platform, User must have internet connectivity and appropriate telecommunications hardware and utilities.

4.3 WORKIT™ does not have any obligation or liability with respect to any telephone, data or other utility costs User may incur due to User’s use of the Platform.

5 ACCOUNTS AND INFORMATION

5.1 Subject to:
(a) compliance with these terms; and
(b) User paying any applicable Subscription Fees,
WORKIT™, grant to User a temporary, limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Platform for the purposes for which the Platform is intended.

5.2 User acknowledges and agrees that WORKIT™ may from time to time in WORKIT™’s discretion create different types of user accounts including “free”, “professional” and “enterprise” (“Suites”).
5.3 User may not be eligible to be a User of some Suites.
5.4 Depending on User’s applicable Suite:
(a) the Platform may have different functionality and features;
(b) User may be obliged to pay a different Subscription Fee; and
(c) User’s use of the Platform may be governed by different terms and conditions.

5.5 WORKIT™ may modify the Suites at any time in WORKIT™’s discretion.

5.6 If the Account holder is a corporate entity:
(a) such Account holder is solely responsible for all conduct of persons accessing the Platform using such Account;
(b) WORKIT™ is entitled to rely on communications from the administrators of the Account; and
(c) such Account holder must maintain strict administrative control as to who access the Platform via the Account

5.7 User warrants and continues to warrant that:
(a) all information provided by User to the Platform is true and correct including as to date of birth, identification and place of residence and number of employees;
(b) User’s use of the Platform does not constitute a breach of the Law to User’s knowledge;
(c) User’s use of the Platform will be in compliance with these Terms; and
(d) User has full legal right, authority and capacity to enter into these Terms.

5.8 User must, in relation to Account holder information, promptly provide to WORKIT™ all reasonable:
(a) further information; and
(b) proof of information;
upon request.

5.9 User must:
(a) not authorise, permit or allow any third party to use User’s Account except as permitted in writing by WORKIT™;
(b) not disclose User’s Account number and/or password;
(c) take all reasonable steps to ensure disclose User’s Account number and/or password is not disclosed to any third party; and
(d) not disclose information provided by the Platform it to any third party.

6 PAYMENTS

6.1 Unless otherwise stated, if a provision of these terms obliges User to pay an amount to WORKIT™, then User must pay such amount:
(a) to:
(i) WORKIT™; or
(ii) such other party as directed by WORKIT™ from time to time;
(b) into such account directed by WORKIT™ from time to time; and
(c) in immediately-available funds available to the WORKIT™,
failing which User is deemed to have not paid such amount to WORKIT™ for the purposes of these Terms.
6.2 Unless otherwise stated, Subscription Fees:
(a) are exclusive of all applicable taxes or duties including value-added taxes including GST;
(b) automatically renew at regular intervals as per the Subscription; and
(c) may be paid by using payment methods available on the Platform from time to time including third party applications and services not owned, operated, or otherwise controlled by WORKIT™.

6.3 User acknowledge and agree that WORKIT™ will not be liable for any Loss arising from the operations of third-party payment applications and services.

6.4 User further acknowledge and warrant that User has read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services User choose to use as a Subscription Fee payment method.
6.5 User acknowledges and agrees that the User is liable for any Loss on a full indemnity basis caused:
(a) to the User or WORKIT™ by the return or denial by the User’s financial institution of.
(b) to WORKIT™ for the cost of recovering as overdue,
any amounts that are payable by User under the Terms.

7 PUBLICITY

7.1 Unless otherwise agreed, if User is a corporate entity, User consents to WORKIT™:
(a) publicly disclosing that such User is a WORKIT™ customer and/or or user of the Platform; and
(b) otherwise using User’s company name and logo in WORKIT™’s marketing materials and on WORKIT™ ’s public website,
in accordance with User’s any reasonable directions.

8 LINKED PARTIES AND ADVERTISING

8.1 User acknowledge and agree that the Platform may contain or WORKIT™ may provide to User:
(a) links to sites on the world wide web owned and operated by third parties and which are not under WORKIT™’s control (“Linked Sites”);
(b) information with respect to third party businesses; and/or
(c) third party advertising and marketing,
(individually and collectively, “Linked Parties”).

8.2 In relation to Linked Parties:
(a) WORKIT™ provides the links and information to Linked Parties as a convenience to User;
(b) the existence of a link to Linked Party does not imply any endorsement by WORKIT™ of:
(i) such Linked Party; or
(ii) products being offered by the Linked Party (“Linked Products”);
(c) is not responsible for the material contained on Linked Sites; and
(d) WORKIT™ gives no warranty, guarantee or representation with respect to the accuracy, reliability or timeliness of the information contained on Linked Sites.

8.3 User should seek User’s own independent financial and legal advice before deciding to acquire any products from a Linked Party.

8.4 These Terms do not and are not intended to constitute legal advice.

8.5 WORKIT™ is not liable for any errors or omissions in the content of these Terms.

8.6 WORKIT™ reserves the right to charge User a Subscription Fee for a version of the Platform that does not contain or refer to Linked Parties, Linked Sites and/or Linked Products.

9 SUSPENSION, CESSATION, DELAYS AND INTERRUPTION

9.1 WORKIT™ may suspend or downgrade User’s Account without notice in WORKIT™’s discretion:
(a) if User:
(i) fails to pay the Subscription Fees;
(ii) breaches these terms; or
(iii) is reasonably suspected by WORKIT™ to have breached these terms;
(b) as reasonably required to maintain and upgrade the Platform;
(c) if continuation of provision of the Platform:
(i) would constitute a breach of the Law; or
(ii) is practically impossible due to Force Majeure Event; or
(d) at any time for any reason with 30 days’ notice to User.

9.2 WORKIT™ may terminate or downgrade User’s Account and further access to the Platform without notice in WORKIT™’s discretion if User:
(a) breaches clause 4.1; and
(b) fails to rectify a breach of a clause other than clause 4.1 within 7 days after receiving notice from WORKIT™ reasonably specifying such breach.
9.3 WORKIT™ may:
(a) discontinue or cease;
(b) Modify or update;
(c) interrupt the operation of, including to maintain and upgrade the Platform; and
(d) impose restrictions on the length and manner of User usage of any part of,
the Platform at any time without notice.

9.4 Subject to the Law and clause 9.5, WORKIT™ has no liability for any Loss arising as a consequence of exercising any of WORKIT™’s rights under clauses 9.1, 9.2 or 9.3.

9.5 If User’s:
(a) Account is closed; or
(b) Subscription ends,
for any reason other than due to termination under clause 9.2, WORKIT™ must refund to the that Subscription Fee (pro-rated) to the User.

10 INTELLECTUAL PROPERTY

10.1 All ownership right, title and interest in the Platform including all IP Rights vests at all times in WORKIT™.

10.2 User acknowledges and agrees that the Platform:
(a) is proprietary to WORKIT™; and
(b) comprises works of original authorship, including compiled information containing WORKIT™’s selection, arrangement, coordination and expression of such information or pre-existing material it has gathered or assembled, confidential and trade secret information, and information that has been created, developed and maintained by WORKIT™ at considerable expense of time and money, such that misappropriation or unauthorised use by User or others for commercial gain would unfairly (and may irreparably) harm WORKIT™.

10.3 Nothing in these Terms affects ownership of third party software incorporated in the Platform.
11 AUSTRALIAN CONSUMER LAW
11.1 If the Australian Consumer Law applies to User’s use of the Platform , then, notwithstanding anything stated in these Terms:
(a) WORKIT™ gives the consumer guarantees required by the Australian Consumer Law; and
(b) the Warranty and Returns Policy are paramount to the provisions of these Terms.

12 DISCLAIMER

12.1 To the extent permitted by User, WORKIT™ disclaims all liabilities, warranties (express and implied), rights or conditions in relation to the Platform including, including in relation to:
(a) being Defect-free;
(b) merchantability;
(c) compatibility with any particular hardware or software;
(d) completeness, accuracy, quality, reliability, timeliness or otherwise of any information;
(e) usefulness and functionality including in the absence of third party software;
(f) quiet enjoyment;
(g) fitness for a particular purpose;
(h) title;
(i) unauthorised third party access to and damaging of User’s data, software, websites, computers or networks;
(j) User acting, or failing to act, on any information contained on or referred to in the Platform or Linked Sites;
(k) Linked Sites, Linked Parties and Linked Products;
(l) the lawfulness of the Platform or the services provided under or with respect to the Platform;
(m) defamatory, offensive or illegal conduct of any user of the Platform; and/or
(n) non-infringement of IP Rights.
12.2 User agrees and acknowledges that:
(a) use of Platform, Linked Sites and Linked Products is at User’s own risk including in relation to any information or products contained in the Platform;
(b) Platform is provided “as is” and “as-available,” with all Defects;
(c) User has made User’s own enquiries and obtained User’s own advice (including financial advice) before using the Platform or entering into any transaction on the basis of or in reliance upon the Platform; and
(d) no oral or written information or advice given by WORKIT™ creates any other warranties or in any way increases the scope of WORKIT™’s obligations to User.

12.3 To the extent permitted by Law, WORKIT™ is not obliged to rectify any Defect.

13 LIABILITY AND DAMAGES

13.1 To the extent permitted by Law, WORKIT™ is not liable for any Loss caused by:
(a) WORKIT™ suspension of provision of the Platform;
(b) delays or interruptions in the operation of the Platform;
(c) suspension or termination of an Account;
(d) suspension or termination of User’s access to the Platform;
(e) use of the Platform;
(f) Defects in the Platform;
(g) viruses, worms, trojan horses, or other undesirable data or software;
(h) User acting, or failing to act, on any information contained on or referred to in the Platform and/or any Linked Site;
(i) User using or acquiring, or User’s inability to use or acquire:
(i) any product contained or referred to in the Platform; or
(ii) any Linked Product;
(j) acts of unauthorised third parties to obtain access to and damage WORKIT™’s or User’s data, websites, computers, or networks;
(k) any Defect in or unavailability of third party services and content that may be accessed from or relied upon as part of the Platform;
(l) any error in any information given to WORKIT™ by User; or
(m) User unlawful, wilful or negligent conduct.

13.2 WORKIT™ is not liable to User in respect of a third party alleging that the Platform infringes the IP Rights of such third party if:
(a) User does not notify WORKIT™ of the other person’s claim or of infringement of copyright within seven days after becoming aware of the claim;
(b) WORKIT™’s ability to defend the claim has been prejudiced by User’s non-compliance with any of its obligations under these Terms;
(c) User does not give WORKIT™ reasonable assistance in defending the claim;
(d) the claim has arisen because of the use of the Platform in combination with equipment, materials or computer programs not supplied or approved by WORKIT™; or
(e) User does not permit WORKIT™ to have control of the defence of the claim and all related settlement negotiations.

13.3 To the extent permitted by Law, WORKIT™’s liability whether at Law or otherwise is limited to:
(a) the re-provision of the Platform; or
(b) refund of the Subscription Fee (pro rata) paid by User.

13.4 User is liable for any conduct by any unauthorised third party’s use of the Platform:
(a) with User’s knowledge or consent; or
(b) due to User’s failure to reasonable secure Platform login and/or password information.

13.5 A party is not liable to another party in respect of claims for direct or indirect loss of profit, loss of business opportunity or goodwill, loss of production, economic loss, loss of revenue, indirect, special or punitive damages, third party claims or any indirect or consequential liabilities or Losses in connection with or arising out of these Terms.

13.6 Nothing in these Terms excludes, restricts or modifies any condition, warranty, right or liability implied in these Terms or protected by Law to the extent that such exclusion, restriction or modification would render these Terms or any provision of these Terms void, illegal or unenforceable.

14 INDEMNITY

14.1 User irrevocably indemnifies and holds harmless WORKIT™ and WORKIT™’s Related Parties against all Claims arising from:
(a) a breach by User of these Terms including any warranties;
(b) User’s use of the Platform including in relation to or in connection with any material and/or information supplied in respect of in the Platform;
(c) User’s publication of or distribution of material and/or information supplied on the Platform; and
(d) User’s conduct while performing or accepting a service under the Platform,
including third party claims.

14.2 User must, upon request, promptly pay any costs, including banking fees and charges, associated with the Subscription Fee.

15 PRIVACY

15.1 User acknowledges that User:
(a) has read and understood; and
(b) agrees to comply with,
the Privacy Policy.

15.2 User authorises WORKIT™ to engage third party service providers to assist WORKIT™ in processing information provided by User for business purposes only.

15.3 User acknowledges and agrees that the Platform is not intended for the use, storage, collection or maintenance of sensitive information pertaining to persons.

16 VARIATION

16.1 WORKIT™ may vary these Terms at any time without notice or justification to User.

16.2 Any variation of these Terms by WORKIT™ become effective upon the earlier of 30 days’ after:
(a) posting the varied Terms on this website;
(b) notifying User of the varied Terms; or
(c) updating any WORKIT™ app to incorporate the varied Terms.

16.3 User is responsible for regularly reviewing information posted online to obtain timely notice of any variation to these Terms.

16.4 WORKIT™ must use reasonable endeavours to provide Users with notice of variation to these Terms.

16.5 If:
(a) WORKIT™ varies these Terms in accordance with clause 16.2; and
(b) User, acting reasonably, concludes the variation causes material detriment to User,
User may:
(c) terminate the relevant Subscription immediately with notice to WORKIT™; and
(d) be entitled to a pro-rata refund of the Subscription Fees.

16.6 Any variation of these Terms accordance with clause 16.2 replaces any provision of these Terms to the extent that that provision is inconsistent with a provision of the variation.

17 NOTICE

17.1 Each of the following is deemed to be the giving of a notice by WORKIT™ for the purposes of these Terms:
(a) sending email to User’s email address;
(b) prominent display of writing on User’s computer including at log-in; and
(c) any other methodology by which written notice is reasonably brought to the attention of User.

18 MISCELLANEOUS
RELATIONSHIP OF THE PARTIES

18.1 These Terms must not be construed as creating any agency, legal representative, partnership, joint venture or other form of joint enterprise between the parties.

18.2 Neither party has authority to contract for or bind the other in any manner whatsoever.
LIABILITY FOR THIRD PARTIES

18.3 Unless otherwise stated in these Terms, if a provision of these Terms obliges a party (“First Party”) not to do something, then:
(a) the First Party is also deemed to be under an obligation not to permit, procure, knowingly-assist or allow any third party to do that thing; and
(b) the doing of such thing by the First Party’s:
(i) Personnel; and/or
(ii) Related Party,
is deemed to be act of the First Party for the purposes of these Terms.

18.4 Nothing in these Terms, express or implied, confers or is intened to confer a right, benefit or remedy on any person other than:
(a) WORKIT™; or
(b) User.
NO WAIVER
18.5 Failure or omission by a party at any time to enforce or require strict or timely compliance with any provision of these Terms does not affect or impair that provision in any way or the rights of such party to avail itself of the remedies it may have in respect of any breach of any such provision.

18.6 A waiver of any right, power or remedy under this document must be in writing signed by the party granting it.

18.7 A waiver of any breach by a party shall not be or be deemed a waiver of any continuing or recurring breach.

18.8 The failure by a party to exercise a right or power or enforce a remedy under these Terms fully or at a particular time, does not prevent such party from completing the exercise or enforcement later or starting to exercise or enforce it later.

18.9 A party is not liable for Loss caused by such party exercising, enforcing, delaying in exercising or enforcing, attempting to exercise or enforce or not exercising or enforcing, a right, power or remedy under these Terms.

UNLAWFULNESS

18.10 These Terms must be interpreted so that it complies with the Law.

18.11 If any provision of these Terms are invalid, unlawful, void, voidable or unenforceable under the Law:
(a) it will be taken to have been severed without affecting any other of the provisions of these Terms;
(b) then such provision must be read down so as to give it as much legal effect as possible; and
(c) the parties agree to do all things necessary to rectify these Terms insofar as it is necessary to give legal effect including:
(i) amending any provision of these Terms; and
(ii) executing a new agreement on substantially the same terms.

ASSIGNMENTS

18.12 User may not, and must not purport or attempt to, Transfer such party rights, remedies, powers, duties or Obligations under these Terms except with the prior written consent of each of the other parties.

18.13 WORKIT™ may Transfer all or any part of the WORKIT™’s rights, remedies, powers, duties or obligations under these Terms in WORKIT™’s absolute discretion without User’s consent.
DURATION OF PROVISIONS

18.14 the terms, conditions, covenants, rights, entitlements, duties, warranties, provisions, undertakings and obligations contained in these Terms do not merge upon the end of these Terms but to the extent that they:
(a) have not been fulfilled and satisfied before;
(b) are capable of having effect after; or
(c) have accrued before (including the right to sue for damages or specific performance),
the end of these Terms, remain in full force and effect notwithstanding the end of these Terms for any reason.
WITHOUT PREJUDICE

18.15 Unless otherwise stated, the rights, remedies and obligations provided in these Terms are cumulative and do not adversely affect any other rights, remedies or obligations described in these Terms or otherwise provided by Law.
GOVERNING LAW

18.16 These Terms are governed by the Laws of Victoria, Australia, except:
(a) Victoria, Australia’s Jurisdiction’s choice of law rules; and
(b) to the extent to which they are overridden by Australian Commonwealth laws.

18.17 The parties submit to the jurisdiction of the courts of the Jurisdiction.

19 DEFINED TERMS AND INTERPRETATION

19.1 In this document including the background, execution pages, any appendices and/or schedules, except where the context otherwise requires:
(a) “these Terms” includes any schedules, annexures, appendices and attachments to this document;
(b) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this document;
(c) another grammatical form of a defined word or expression has a corresponding meaning;
(d) the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions;
(e) the singular includes the plural and vice versa, and a gender includes other genders;
(f) a reference to a party is to a party to this document, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
(g) a reference to anything includes any part of that thing and a reference to a group of things or persons includes each thing or person in that group;
(h) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it; and
(i) any discretion (including where a party “may” do anything) is sole, unfettered and absolute unless otherwise stated.

[I HAVE READ, UNDERSTOOD, ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS]

The Service
1.1 The Platfom may include additional services that you subscribe to receive directly from or through WORKIT™ (“Additional Services”). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services (the “Additional Terms”), and those Additional Terms become part of these Terms. In the event an Additional Term directly conflicts with any term in these Terms, the Additional Term will apply to your use of the Additional Services instead of the term contained in these Terms. For the avoidance of doubt, any reference to the Platform in these Terms will include the Additional Services.

2.2 Start Date and Renewal. Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue until terminated. If you add an additional subscription for a new WORKIT™ service or module at a later date, the new service will commence on the start date specified at the time you add the new service and continue until terminated. Subscriptions automatically renew, as described in Section 5.1. If you would like a separate instance of the Platform for an affiliate, that affiliate must purchase its own subscription to the Platform and separately accept these Terms.

2.3 Cancellation. You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time by clicking ‘Cancel WORKIT™ Account’ under the gear icon on the Billing tab in Settings.

3.2 Modification of Agreement. WORKIT™ may modify or update these Terms at any time for reasons such as, but not limited to, (a) accounting for changes in laws that are applicable to our Service (b) clarifying any wording or terms (c) accounting for new products or services (d) preventing or addressing any abuse of Services offered etc. In the event WORKIT™ determines it is necessary to make a material modification to these Terms, you will be provided with 30 days’ notice of such change and asked to affirmatively agree to such modified version of the Agreement. Failure to accept the material modifications may result in termination or suspension of your access to the Platform as described in Section 2.4. Note, however, that your use of the Platform after modifications to the Agreement become effective constitutes your binding acceptance of such changes. You may review the most current version of these Terms at: https://www.WORKIT™ .com/terms-of-service/.

User Content
8.1 Certain features of the website may enable users to submit, upload, post, share, or display (hereinafter, “post”) comments or content, as well as to interact with others through user comment areas, message boards, direct messages, WORKIT™ ’s blog, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as “User Content”). User Content includes any comments or reviews you provide to WORKIT™ , whether through customer support or otherwise, about the Platform and/or Beta Service, but excludes all Data.

15.3 Candidate and Employee Offers and Content. To the extent that you provide employment offers to prospective candidates or total rewards summaries to employees, you take sole responsibility for ensuring that the necessary and appropriate information, numbers, disclosures, financial terms and employment terms for each employment offer and total rewards dashboards are complete and accurate. The total rewards summaries provided in the product are solely a hypothetical example and are not a forecast, promise, or guarantee of any compensation or type of compensation. Factors incorporated into total compensation, such as non-cash value estimates, are not promises of any compensation or type of compensation and are subject to change. Current and future valuations, cost to exercise, price per share, and ownership percentage may be higher or lower, and may or may not take into account dilution from any potential transactions which may subsequently occur. This is for general informational purposes only and is not to be construed as legal, financial or tax advice. Nothing therein is intended to create an offer or binding agreement of any nature. You are responsible for fulfilling any employment offers, compensation or rewards that you make to your employees and/or applicants. WORKIT™ MAKES NO REPRESENTATIONS OR WARRANTIES AND TAKES NO RESPONSIBILITY FOR ANY EMPLOYMENT OFFERS OR TOTAL REWARDS SUMMARIES (OR ANY INFORMATION SUBMITTED BY YOU IN CONNECTION THEREWITH) THAT ARE CREATED, VIEWED, REJECTED OR ACCEPTED IN THE SERVICES.

15.4 Third Party Services. You acknowledge and agree that you shall be solely responsible for procuring and complying with any license or right to use any Third-Party Services (“Third-Party Services” means any services used in connection with the Services that are hosted or provided by a person or entity other than WORKIT™ , whether linked to, integrated with, or connected to the Services by you or WORKIT™ ). Neither these Terms nor our Privacy Policy shall apply with respect to data stored on or manipulated by, or during transmission by means of use of Third-Party Services. For purposes of these Terms, Third-Party Services are subject to their own terms and conditions and you use such Third-Party Services at your own risk. WORKIT™ MAKES NO REPRESENTATION OR WARRANTY AS TO ANY THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION AS TO THEIR AVAILABILITY, RELIABILITY, UPTIME, OR SECURITY, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

eSignature Service
16.1 The “eSignature Service” is a service provided by WORKIT™ for two counterparties (usually a company, herein described as the “sending party,” subscribing to WORKIT™ ’s services and an employee, employee-candidate or contractor) to electronically sign documents (including, but not limited to, agreements, policies, forms, etc.). If you use the eSignature Service offered by WORKIT™ , you acknowledge and agree to the statements set forth in this Section. Whenever you sign a document using WORKIT™ ’s eSignature Service you affirmatively consent to using electronic signatures via the eSignature Service and consent to conducting electronic business transactions. You also confirm that you are able to access the eSignature Service and the document you are signing electronically. When using the eSignature Service for a particular document, your consent applies only to the matter(s) covered by that particular document.

16.2 You are not required to use the eSignature Service or accept electronic documents provided thereby. If you are an employee, employee-candidate or contractor and you choose to not use the eSignature Service, you may still sign the document manually by notifying the sending party that you are choosing to do so and by obtaining a non-electronic copy of the document from them. WORKIT™ assumes no responsibility for providing you with a non-electronic version of the document. In the event you are choosing to sign the document manually, do not use the eSignature Service to sign the document or to return the document to the sending party.

16.3 If you have signed a document electronically using the eSignature Service and transmitted it back to the sending party, WORKIT™ will provide you the opportunity to download and print a paper copy of the document at no charge. If you later withdraw your consent to using the eSignature Service, please notify the sending party and stop using the eSignature Service. Note that the decision to stop using the eSignature Service after you have already used it does not change the legality of the documents you have previously signed using an electronic signature.

16.4 When counterparties sign a document electronically using the eSignature Service, the rights and duties associated with that document are solely those of the counterparties. WORKIT™ is not a party to the document and carries no liability or responsibility with respect to the correctness, validity or enforcement of the document; nor does WORKIT™ have any liability or responsibility with respect to the legal or non-legal aspects of the document or any dispute arising as a result of the document. WORKIT™ ’s sole responsibility is provision of the eSignature Service and customer service associated therewith.

16.5 PLEASE NOTE THAT WORKIT™ ’S STATEMENTS CONTAINED HEREIN OR ELSEWHERE CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY; THEY ARE GENERAL IN NATURE AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF AGREEMENTS ARE NOT ENFORCEABLE. WORKIT™ HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH WORKIT™ ’S ESIGNATURE SERVICE ARE VALID OR ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE, OR ANY OTHER LEGAL JURISDICTION. YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING THE WORKIT™ ESIGNATURE SERVICE.