INTRODUCTION

The Company provides the Jobtale online application that allows businesses to create effective copy for vacant position advertisements, and deploy micro-websites to advertise those roles. Use of Jobtale is subject to these Terms of Service.

DEFINITIONS

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a) ABN means Australian Business Number.

(b) ACN means Australian Company Number.

(c) Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.

(d) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

(e) Candidate means a person that views or responds to a Job Listing.

(f) Company means AD1 Holdings Limited Pty Ltd ABN 29 123 129 162.

(g) Corporations Act means the Corporations Act 2001 (Cth).

(h) Fee means a fee charged by the Company for use of Jobtale. .

(i) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(j) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

(k) Job Listing means a listing on Jobtale for a vacant employment position, including (without limitation) details of the role and requirements a candidate must meet to be eligible.

(l) Jobtale means the Jobtale digital platform accessible from https://www.jobtale.co/.

(m) Micro-Site means website created using, and hosted by Jobtale to display a Job Listing.

(n) Privacy Act means the Privacy Act 1988 (Cth).

(o) Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at https://www.jobtale.co/privacy-policy

(p) Site means the Jobtale website accessible at https://www.jobtale.co.

(q) Subscription Fee means a Fee charged by the Company for use of Jobtale on a periodical basis.

(r) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(s) Terms of Service means the terms and conditions of using Jobtale, as updated from time-to-time, which can be found at https://www.jobtale.co/terms

(t) TPS means an online third-party service provider with whom a User holds an account.

(u) User means any registered User that uses Jobtale .

(v) User Content means images, information, documents or other data that is uploaded or input into Jobtale by the User, or that forms part of the User’s Intellectual Property.

1 USING JOBTALE

1.1 General

(a) To use Jobtale, the User must log into Jobtale and have set up their account.

(b) The User agrees that all use of Jobtale is subject to these Terms of Service.

(c) Jobtale is only available to Users over the age of 18.

(d) The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.

1.2 Features

(a) Jobtale may allow a User to:

i. create engaging vacant position and job listings (Job Listings) by:

I. Creating copy via a wizard;

II. Adding media blocks of images, video, audio and text;

ii. Create Micro-Sites;

iii. Link to third-party websites.

1.3 Job Listings

(a) Each User is responsible for ensuring the accuracy of all information described in a published Job Listing.

(b) The Company makes no representation as to the accuracy of any information contained in a published Job Listing, including with regard to the reputation or legitimacy of a User or their business.

(c) In addition to any Job Listings published on a Micro-Site created by the User (or otherwise controlled by the User), the Company may publish the Job Listing on the Site and the Company’s social media pages.

1.4 Conduct. The User acknowledges and accepts that:

(a) The Company accepts no responsibility for the conduct of any User of Jobtale.

(b) The Company accepts no responsibility for any interaction between Users and Candidates whether that interaction occurs via Jobtale or not (including a personal meeting).

(c) The Company makes no warranty or representation as to the accuracy of any information provided by any User.

(d) The Company makes no warranty as to the character or credentials of any User or Candidate.

(e) The Company makes no representation that a suitable Candidate will be found to fill a position advertised in a Job Listing, and will not be liable if the User fails to find a suitable Candidate via Jobtale.

1.5 Lodging a Complaint.

(a) If a Candidate believes that a User’s behaviour is threatening, discriminatory, or deliberately offensive, the Candidate may lodge a complaint to the Company via email at hello@jobtale.co.

(b) The Company may suspend or delete the account of any User that the Company determines conducts itself inappropriately.

(c) The Company will advise the User of a suspended or deleted account of the decision to do so, but is under no obligation to identify a complainant.

(d) The Company’s decision whether or not to suspend or remove a User account is at its absolute discretion. The Company’s decision shall be final and not subject to review.

2 USER CONTENT

The User understands and agrees that:

(a) User Content is the sole responsibility of the person that provided the User Content to Jobtale.

(b) User Content that is offensive, indecent or objectionable must not be shared via Jobtale. The Company may remove User Content that the Company determines is offensive, indecent or objectionable in its sole discretion.

(c) To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.

(d) The User must not infringe any third-party Intellectual Property Rights by sharing User Content on Jobtale. The Company reserves the right to prevent the publication of any User Content in Jobtale where the Company has formed the reasonable opinion that doing so would be a breach of any third-party Intellectual Property Rights, or would breach any Job Listing standards the Company may adopt from time-to-time.

(e) Each User is responsible for the accuracy, quality and legality of any User Content uploaded by the User, and the User’s acquisition of it, and the users that create, access and/or use User Content.

(f) The Company shall not access, use, modify or otherwise deal with User Content except where required by compulsion of law or upon the User’s authority (such as to provide support for Jobtale).

3 FEES, PAYMENTS & REFUNDS

3.1 Fees

(a) The primary Fee to use Jobtale shall be the Subscription Fee, which is payable in advance (after any free trial period has expired).

(b) Each Fee applies in accordance with such features and/or services subscribed for by the User in accordance with the pricing described on the Site, or as otherwise agreed with the Company.

(c) The User agrees to make payment in advance for all Fees due at such frequency, or on such dates as the User has subscribed for.

(d) All payments shall be made via the online payment gateway within Jobtale, or in such other manner as the Company may direct from time-to-time. The User agrees that it has no right to access Jobtale if it fails to make payments when due.

(e) The Company reserves the right to introduce or change any Fees from time-to- time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.

(f) If a User does not accept a change to any Fees, then it can simply terminate its Account.

3.2 Currency.

All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars).

3.3 GST.

For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the User with a Tax Invoice for any payments.

3.4 Refunds.

No refunds of Fees are offered other than as required by law.

3.5 Late Payment.

(a) If the User does not pay the full Fees as required, the Company may suspend all User access to Jobtale for that Account, including making the User’s Micro-Site(s) unavailable.

(b) If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may terminate the User’s Account in Jobtale without notice and end this Agreement.

(c) The User agrees that the Company shall not be responsible or liable in any way for:

i Interruptions to the availability of Jobtale or User Content in the event of (a);

ii Loss of User Content in the event of (b).

4 THIRD PARTY LOGIN AND INTEGRATION

4.1 Registration & Login.

(a) A User may be able to register as a User, access Jobtale and use integrated features by connecting their account with certain third party services (TPS) (e.g, Facebook, Twitter etc).

(b) As part of the functionality of Jobtale the User may connect their profile with a TPS by:

i Providing their TPS login information to the Company through Jobtale; or

ii Allowing the Company to access their TPS in accordance with its terms & conditions of service.

(c) When connecting to Jobtale using a TPS the User warrants that they are not in breach any of the TPS’ terms & conditions of service.

4.2 Ongoing Availability.

(a) The User agrees that User access to Jobtale may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Jobtale.

(b) The User may disconnect the connection between Jobtale and the TPS at any time.

(c) The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.

4.3 Data from TPS.

Where a User connects and or registers their account using a TPS, the User authorises the Company to use data from that TPS to create the User’s profile within Jobtale.

5 GENERAL CONDITIONS

5.1 Licence

(a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Jobtale for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

(b) The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

(c) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.

5.2 Modification of Terms

(a) The terms of this Agreement may be updated by the Company from time-to-time.

(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Jobtale.

5.3 Software-as-a-Service

(a) The User agrees and accepts that Jobtale is:

i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and

ii Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Jobtale is available to the User unless expressly agreed in writing.

(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Jobtale.

5.4 Support

(a) The Company provides user support for Jobtale via the email address hello@jobtale.co.

(b) The Company shall endeavour to respond to all support requests within 1 Business Day.

5.5 Use & Availability

(a) The User agrees that it shall only use Jobtale for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b) The User is solely responsible for the security of its username and password for access to Jobtale. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Jobtale account.

(c) The User agrees that the Company shall provide access to Jobtale to the best of its abilities, however:

i Access to Jobtale may be prevented by issues outside of its control; and

ii It accepts no responsibility for ongoing access to Jobtale.

5.6 Privacy

(a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other Users.

(b) The Privacy Policy does not apply to how the User handles personal information. If necessary under the Privacy Act, it is the User’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

(c) Jobtale may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

5.7 Data

(a) Security. The Company takes the security of Jobtale and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

(c) Storage. The Company stores data on servers based in Australia according to accepted industry standards. If the User requires its User Content to be stored in a different location, the Company may charge the User a fee to do so.

(d) Backup. The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Content from any period of time unless so stated in writing by the Company.

5.8 Intellectual Property

(a) Trademarks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Jobtale.

(c) The Jobtale Application. The User agrees and accepts that Jobtale is the Intellectual Property of the Company and the User further warrants that by using Jobtale the User will not:

i Copy Jobtale or the services that it provides for the User’s own commercial purposes; and

ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Jobtale or any documentation associated with it.

(d) Content. All content submitted to the Company, whether via Jobtale or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Jobtale.

(e) Licence: The User grants the Company a revocable, non-exclusive, perpetual, worldwide, royalty-free licence to utilise the User’s business name and/or logo on the Site warranting the User is a user of Jobtale. The User may revoke this licence at any time by written notice to the Company. The Company will comply with any User request to take down the logo from the Site within 20 business days.

5.9 Disclaimer of Third Party Services & Information

(a) The User acknowledges that Jobtale is dependent on third-party services, including but not limited to:

i Banks, credit card providers and merchant gateway providers;

ii Telecommunications services;

iii Hosting services;

iv Email services; and

v Analytics services.

(b) The User agrees that the Company shall not be responsible or liable in any way for:

i Interruptions to the availability of Jobtale due to third-party services; or

ii Information contained on any linked third party website.

5.10 Liability & Indemnity

(a) The User agrees that it uses Jobtale at its own risk.

(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User or Candidate and that the Company is not liable for such under any circumstances.

(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Jobtale , including any breach by the User of these Terms of Service.

(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Jobtale, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.

(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

i The re-supply of services or payment of the cost of re-supply of services; or

ii The replacement or repair of goods or payment of the cost of replacement or repair.

5.11 Termination

(a) Either party may terminate this Agreement by giving the other party 1 month’s written notice.

(b) Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.

(c) Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 5.5, 5.6, 5.7, 5.8 5.9, 5.10, and 5.14 survive termination of this Agreement.

5.12 Dispute Resolution

(a) If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i Includes or is accompanied by full and detailed particulars of the Dispute; and

ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.

(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

5.13 Electronic Communication, Amendment & Assignment

(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.

(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

(d) A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e) Notices must be sent to the parties’ most recent known contact details.

(f) The User may not assign or otherwise create an interest in this Agreement.

(g) The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

5.14 General

(a) Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

(b) Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.

(c) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

(d) Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

(e) Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

(g) Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h) Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

(i) Interpretation. The following rules apply unless the context requires otherwise:

i Headings are only for convenience and do not affect interpretation.

ii The singular includes the plural and the opposite also applies.

iii If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

iv A reference to a clause refers to clauses in this Agreement.

v A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.

vi Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

vii A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

viii A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

ix A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.