Peoplebase (Careerbase Pty Ltd)
End User License Agreement

1. Acceptance

1. Careerbase Pty Ltd (ABN 96 640 401 565) (we, us or our) owns Peoplebase. These Terms are entered into between you and us, together the Parties and each a Party.
2. Where you are invited by the Account Holder to use the Peoplebase as part of the Account Holder’s Authorised Employees, these Terms set out the terms and conditions upon which we agree to grant you, as the Account Holder’s Authorised Employee, a right to use Peoplebase, and provide any other services to you as set out in these Terms. Your use of Peoplebase will be subject to the Account Holder complying with the terms of the Account Holder Terms and Conditions and any privileges and permissions they grant to you.
3. You accept these Terms by clicking a box indicating your acceptance.
4. If you are using Peoplebase as the Account Holder (or the Account Holder’s Authorised Employees), in addition to these Terms, the Account Holder Terms and Conditions will govern your access and use of Peoplebase. To the extent of any ambiguity or inconsistency, the Account Holder Terms and Conditions will take precedence over these Terms.

2. Licence

1. In consideration of the payment of the Fee in respect of Peoplebase by the Account Holder, and for your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use Peoplebase (Licence).

3. Restrictions on use

1. You must not access or use Peoplebase except as permitted by the Licence and you must not (and must not permit any other person to) use Peoplebase in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property Rights, including to:
   • a.use Peoplebase to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, unwanted, misleading or deceptive;
   • b.use Peoplebase in any way that damages, interferes with or interrupts the supply of Peoplebase;
   • c.use Peoplebase in any way that breaches any applicable Laws or infringes any person’s rights, including Intellectual Property Rights (and privacy rights);
   • d.introduce malicious programs into our hardware and software or systems, including viruses and malware through any channel;
   • e.carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
   • f.use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of Peoplebase; or
   • g.circumvent user authentication or security of Peoplebase, networks, accounts or hosts or those of our other users.

4. Third Party Inputs

1. You acknowledge and agree that:
   • a.the provision of Peoplebase may be contingent on, or impacted by, the Account Holder’s website, third parties, our hosting service provider, any third party integrations accessed through Peoplebase, other customers’ use of our services, suppliers and other subcontractors (Third Party Inputs); and
   • b.despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of these Terms or law, if such default or breach was caused or contributed to by any Third Party Inputs.
2. You acknowledge that Peoplebase may involve or concern functionalities or features that may interface or interoperate with third party software or services. To the extent that you choose to use such functionality, you, or the Account Holder are responsible for the purchase of, the requirements and the licensing obligations, related to those Third Party Inputs, including third party software and services. It is your responsibility to ensure the requirements are met in order for you to benefit from the specific functionality made available to you.
3. This clause 4 will survive the termination or expiry of these Terms.

5. Warranties

1. You may have certain rights under the Australian Consumer Law in relation to Peoplebase . Please contact us for further information. This clause is subject to any rights you might have under the Australian Consumer Law. Peoplebase is provided to you on an “as is”, and “as available” basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability, fitness for a particular purpose, or title. We will not be liable for delays, interruptions, service failures and other problems inherent with the use of the internet and electronic communications or other systems outside of our reasonable control. To the maximum extent permitted by law, we do not make any representation, warranty or guarantee that:
   1. a.the use of Peoplebase will be secure, timely, uninterrupted or error-free;
   2. b.Peoplebase will operate in combination with any other hardware, software, system, or data;
   3. c.Peoplebase will meet your requirements or expectations;
   4. d.errors or defects will be corrected; or
   5. e.Peoplebase is free of viruses or other harmful components.
2. You warrant and agree that you will use Peoplebase in accordance with these Terms.

6. Intellectual Property

1. All Intellectual Property Rights in Peoplebase and that Intellectual Property developed, adapted, modified or created by us or our officers, employees, contractors, sub-contractors or agents including in connection with these Terms and Peoplebase, is and will remain owned exclusively by us or our third party service providers or licensors.
2. You must not, without our prior written consent:
   1. a.copy or use, in whole or in part, any of our Intellectual Property;
   2. b.reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
   3. c.reverse assemble, reverse engineer, reverse compile or enhance Peoplebase;
   4. d.breach any Intellectual Property Rights connected with Peoplebase, including altering or modifying any of our Intellectual Property;
   5. e.cause any of any of our Intellectual Property to be framed or embedded in another website (other than the Account Holder’s if you are acting on behalf of the Account Holder);
   6. f.create derivative works from any of our Intellectual Property;
   7. g.resell, assign or transfer Peoplebase or access to Peoplebase;
   8. h.“frame”, “mirror” or serve any of Peoplebase on any web server or other computer server over the Internet or any other network; or
   9. i.alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to Peoplebase.
3. This clause 6 will survive termination or expiry of these Terms.

7. Our Liability

1. Subject to any rights you might have under the Australian Consumer Law, you agree that we are providing you access to the Peoplebase for no consideration or benefit as such, we exclude all Liability arising from or in connection with these Terms.
2. Subject to clause 7.1, despite anything to the contrary, to the maximum extent permitted by law:
   1. a.we will not be liable for Consequential Loss;
   2. b.a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party, including a failure to mitigate; and
   3. c.our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us paying you $100.
3. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
   1. a.failure or delay in providing Peoplebase;
   2. b.breach of these Terms or any Laws by you, the Account Holder or any other user;
   3. c.loss of, or damage to, any property or any injury to or loss to any person;
   4. d.the Computing Environment;
   5. e.your acts or omissions;
   6. f.any use or application of Peoplebase by a person or entity other than you, or other than as reasonably contemplated by these Terms;
   7. g.any Third Party Inputs;
   8. h.Peoplebase being unavailable, or any delay in us providing Peoplebase to you, for whatever reason; and/or
   9. i.any event outside of our reasonable control.
4. To the maximum extent permitted by law, you indemnify and continue to indemnify us against all Liability we suffer or incur arising from or as a consequence of a breach of clause 6 (Intellectual Property) and/or your use of Peoplebase contrary to these Terms.
5. You acknowledge and agree that:
   1. a.you are responsible for your use of Peoplebase;
   2. b.you use Peoplebase at your own risk;
   3. c.the technical processing and transmission of Peoplebase may be transferred unencrypted and involve:
   4. d.transmissions over various networks; and
   5. e.changes to conform and adapt to technical requirements of connecting networks or devices;
   6. f.we may use third-party service providers to assist in transmitting or hosting Peoplebase. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability;
   7. g.Peoplebase may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
   8. h.any Third Party Inputs and/or reliance on these Third Party Inputs, for example reliance on any data from third parties; and
   9. i.we do not guarantee that any file or program available for download and/or execution from or via Peoplebase is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used we are not responsible for any corruption or loss of any data if such corruption or loss is due to an act or omission by you.
6. This clause 7 will survive the termination or expiry of these Terms.

8. General

1. Changes to the Peoplebase: You agree that we may make changes to Peoplebase in accordance with the Account Holder Terms and Conditions. If you have any concerns about any such changes, you should speak to the Account Holder.
2. Changes to the Terms: We may amend these Terms at any time, by providing written notice to you. By continuing to use Peoplebase, you agree to the amended terms.
3. Entire agreement: These Terms contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
4. Governing law: These Terms are governed by the laws of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

9. Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Terms, and:

Account Holder means the primary account holder, our customer.

Account Holder Terms and Conditions means the terms and conditions we entered into with the Account Holder in relation to our provision of Peoplebase to the Account Holder.

ACL orAustralian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

Authorised Employees means the number of employees of the Account Holder which we agree to allow access to Peoplebase, as set out in the Account Holder Terms and Conditions.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Fee means the fee set out in the Account Holder Terms and Conditions.

Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of Peoplebase.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

People Development Services means the services available from Services Providers on Peoplebase.

Service Provider means a service provider registered on Peoplebase to provide People Development Services.

Sponsorship Budget means the amount of credits available to Authorised Employees for orders of People Development Services.

Terms means this End User Licence Agreement and any terms agreed under it and any documents attached to, or referred to in them.

Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of Peoplebase may be contingent on, or impacted by;

You means you as the user or viewer of Peoplebase.

For any questions and notices, please contact us at:

Careerbase Pty Ltd (ABN 96 640 401 565)

Address: 1 Sussex Street, Sydney, NSW

Email: hello@careerbase.co

Last update: 17 April 2023