1. Acceptance of Terms
1.1 Global Personal Development ACN 163 119 275 Career365 Pty Limited (referred to here as Career365) ABN 28 113 684 638 provides its Service (as defined below) to you through its website located at https://www.career365.com.au (the “Site”), subject to this Terms of Service agreement (“TOS”).
By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these TOS, you must not accept these TOS and may not use the Service.
1.2 Career365 may change this TOS from time to time without prior notice. The revised terms and conditions will become effective upon posting and if you use the Service after that date, we will treat your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
2. Description of Service
The “Service” includes (a) the Site, (b) the on-demand C365 modules, and services provided through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
3. General Conditions/Access and Use of the Service
3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for employees purposes as contemplated by the Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) copy or process data on behalf of any third party, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or use of the Service and its components.
3.2 Subject only to the limited right to access and use the Service expressly granted to you under this TOS, all rights, title and interest in and to the Service, and its components will remain with and belong exclusively to Career365. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Career365, or otherwise attempt to gain unauthorised access to the Service or its related systems or networks.
3.3 You are responsible for maintaining the confidentiality of all information provided to you by Career365 and the information you provide to us. You agree and acknowledge that each login may only be used by one (1) person – a single login shared by multiple people is not permitted – unless otherwise explicitly permitted by Career365. Career365 reserves the right to access any accounts in order to respond to requests for technical support.
3.4 You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Career365’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.
3.5 The failure of Career365 to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and Career365, even though it is electronic and is not physically signed by You and Career365, and it governs use of the Service and takes the place of any prior agreements between You and C365.
Career365 various logos used or displayed on the Service are trademarks of Career365 and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the Career365 products and services, provided you do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.
5. Payment and Guarantee
5.1 You will be invoiced ahead of the use of the Services by your employees.
6. Cancellation and Termination
6.1 Career365 reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your employee’s account (any part thereof) or use of the Service and remove and discard any of your employees content in the Service, for any reason, including, if Career365 believes that they have violated their TOS or you have not paid our invoices.
Career365 will use its best efforts to contact you via e-mail to advise you prior to suspension or termination of your employee’s account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your employee’s use of Service, may be referred to appropriate law enforcement authorities. Career365 shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
7. DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND CAREER365 EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CAREER365 DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM C365 OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8. LIMITATION OF LIABILITY
8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CAREER365 BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, CAREER365 SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEE PAID OR PAYABLE BY YOU. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
8.2 Some States do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, CAREER365’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Career365 may assign or transfer this TOS, in whole or in part, without restriction.
10. Export Compliance
You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.
11. Governing Law
These TOS shall be governed by the laws of the State of NSW Australia without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the Federal and State courts of the State of NSW for the purpose of resolving any dispute relating to your access to or use of the Service.