Schedule 1            End User Licence Agreement

End User Licence Agreement

The Platform is owned and operated by Talentrich Pty Ltd ACN 648 557 117 as trustee for TR Trust  ABN 27 866 332 428 ("Provider"). This End User Licence Agreement (“EULA”) governs access to and use of the Platform by you, the individual using the Platform, and any legal entity on whose behalf you are acting. By clicking “I agree” (or a similar button) that is presented to you in relation to this EULA, or by using or accessing the Platform, you indicate your assent to be bound by this EULA. We may update this EULA from time to time, and your continued use of the Platform constitutes acceptance by you of any updates. 

1.            Definitions 

1.1           In this EULA the following words and phrases shall have the following meanings, unless the context otherwise requires: 

(a)            “Client” means a client of the Provider;

(b)            “End User” means a person or entity that accesses and uses the Platform as an end user;

(c)            “Platform” means the platform made available by the Provider to you;

(d)            "Service" means the provision of the Platform and any services described therein or any other services that we may provide to you from time to time;

(e)            “us” means the Provider and ‘we’ or ‘our’ shall be interpreted accordingly;

(f)             "you" means the End User that accesses the Platform and ‘your’ shall be interpreted accordingly.

2.            Use of the Platform

2.1           The Platform facilitates the generation of surveys to be sent by Clients to End Users whose data is collated and generated for the relevant Client.

2.2           Whilst we provide the Platform to facilitate the relationship between the Client and End Users, and enable the Client to obtain such feedback from surveys, we do not have any obligations or liabilities to End Users, and we are not a party to any agreement between End Users and Clients. The collection of such information is at the control and direction of the relevant Client.

2.3           If End Users have a dispute with a Client, the End User must resolve that dispute directly with the Client. We are not a party to any dispute in any way.

2.4           As an End User, you acknowledge and agree that:

(a)            any terms relating to the collection and use of your information via the Platform is solely between you and the relevant Client;

(b)            although we collate the survey submissions in the Platform, ultimately the submissions of surveys, and any surveys are under the control of the relevant Client;

(c)            the provision of surveys on the Platform does not imply any endorsement or recommendation by us of the relevant Client;

(d)            whilst we use our best endeavours to ensure that all Clients that use the Platform are reputable businesses, we do not constantly examine, determine or warrant the competence, solvency or information of any Clients who use the Platform. In the event that you wish to complete a survey from a Client, you are solely responsible for making your own enquiries in respect of their ability to fulfil their obligations and their compliance with Australian laws.

3.            Access 

3.1           Your use of this Platform is by non-exclusive, revocable, non-transferrable or sublicensable licence granted by the Provider strictly in accordance with this EULA.

3.2           You acknowledge and agree with the Provider that you will not, as a result of being granted a non-exclusive licence, acquire any rights (including without limitation intellectual property rights) in the Platform other than the non-exclusive rights granted in accordance with this EULA.

4.            System Integrity & User Conduct 

4.1           You acknowledge and agree that you must not use the Platform to: 

(a)            impersonate or otherwise misrepresent your identity or affiliation with any other person or entity; 

(b)            input, upload, post, disclose or transmit any material that is defamatory, obscene, indecent, lewd, violent, abusive, insulting, threatening, harassing or misleading or deceptive;

(c)            input, upload, post, disclose or transmit any material which is subject to intellectual property rights of the Provider or any third party or breaches any duty of confidence or contractual obligation owed to the Provider or any third party; 

(d)            input, upload, post, disclose or transmit any material that is unlawful or violates any law;

(e)            send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Spam Act 2003 (Cth) to any person or company; 

(f)             download and store electronically, reproduce, transmit, display, copy, distribute or use the Platform or any materials contained in the Platform;

(g)            upload any files that contain viruses, Trojan horses, worms, time bombs, corrupted files or any other similar software or programs that may damage the operation of the Platform or another’s computer or property of another; 

(h)            sub-license, rent, lease, transfer or attempt to assign the rights in the Platform or the Platform to any other person and any dealing in contravention of this sub-clause shall be ineffective;

(i)              falsify or delete any attributions, legends, or other proprietary designations of origin or source of any content of the Platform; 

(j)              conduct, display, or forward surveys, contests, pyramid schemes, or chain letters; 

(k)            interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform; 

(l)              attempt to gain unauthorised access to the Platform or computer systems or networks connected to the Platform through any means; 

(m)          commit forgery (or attempted forgery), harass any individual, or harm minors in any way; 

(n)            collect, store, input, upload, post, disclose or transmit personal information or data about others, including, without limitation email addresses; 

(o)            contravene or breach any applicable state, Commonwealth or international law, convention or regulation.

4.2           You acknowledge and agree that you must not:

(a)            use the Platform for any purpose other than the purpose for which it was designed and intended;

(b)            commit or permit any act which may interfere with the use of the Platform by any other user;

(c)            tamper with, hinder the operation of or make unauthorised modifications to the Platform or any part thereof;

(d)            damage or modify the Platform or the Platform or any part thereof;

(e)            directly or indirectly copy, reproduce, share, republish, frame, download, transmit, distribute, sell, reverse engineer, decompile, translate, alter, modify, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Platform; 

(f)             create derivative works based on the Platform; and

(g)            make any alteration to the Platform.

5.            Intellectual Property Rights

5.1           The Platform is protected by intellectual property rights. You acknowledge that the Provider is the owner of these rights.

5.2           You acknowledge and agree that no right, title or interest in any of the intellectual property rights in the Platform is transferred or granted to you, other than the rights granted expressly by this EULA.

5.3           Any data inputted into the Platform by you is deemed to be the property of our Client who pays fees to us in order for you to be permitted to access the Platform. 

6.            Warranties 

6.1           You warrant to us that at the time of accessing the Platform, you were not relying on any representation made by us in respect of the Platform.

7.            Disclaimer 

7.1           You acknowledge and agree that your use of this Platform (including any arrangement or communication entered into with a Client) is at your own risk. We provide the Platform on an “as-is” and “as-available” basis and make no representations about the suitability, reliability, availability, timeliness, and accuracy of anything contained in the Platform for any purpose, to the maximum extent permitted by applicable law, anything contained in this Platform is without warranty of any kind and we expressly exclude such warranties.

7.2           Without limitation you acknowledge and agree that we cannot and do not represent, warrant or guarantee that:

(a)            the Platform will be free from errors or defects;

(b)            the Platform will be accessible at all times;

(c)            submissions of surveys sent through the Platform will be delivered promptly, correctly or delivered at all;

(d)            information you receive or supply through the Platform will be secure or confidential; or

(e)            any information provided through the Platform is accurate or true.

7.3           You acknowledge and agree that:

(a)            we cannot and do not confirm nor warrant or guarantee each Client’s purported identity, or use of your information submitted in surveys.  We encourage you to use the Platform to conduct your own enquiries to vet the relevant Client to your satisfaction; 

(b)            Clients are a third party unrelated to us. We are not a party to any agreement arising or entered into between Clients and End Users, and Clients are solely responsible for the use of your submissions. Your legal rights in connection with such use of the information is against the relevant Client and not us; 

(c)            we do not supply, provide, manage or control the Clients on the Platform or their surveys and are not responsible for their use or otherwise. If you have any enquiries about a survey you must contact the relevant Client. We take no responsibility for the surveys. As a result we have no control over, and do not ensure, guarantee or provide any warranty or indemnity in respect of the quality, fitness for purpose, legality, accuracy, completeness or otherwise of:

(i)             any surveys provided on the Platform including the use of any submission data by the relevant Client; 

(ii)            any information provided by Clients to you; and

(iii)           the ability of Clients to undertake their obligations (such as privacy obligations),

because of the foregoing, in the event that you have a dispute with one or more Clients, you release and hold us (and our officers, directors, agents, related entities, related bodies corporate, employees and contractors) harmless from actions, claims, demands and losses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes;

(d)            you are solely responsible for making decisions in respect of completing surveys and dealing with Clients;

(e)            no information provided by us constitutes legal or financial advice, particularly in respect of your obligations to comply with any applicable laws;

(f)             we do not promise that the Platform will be error-free or uninterrupted, or that your use of the Platform will provide any specific results; and

(g)            we do not represent or warrant that your use of the Platform will meet your particular requirements, whether those requirements are disclosed to us or not.

7.4           This disclaimer applies to the fullest extent permitted by law, and shall survive any termination or expiration of these terms or your use of this Platform.

7.5           We will use your data in accordance with our Privacy Policy in place from time to time and you acknowledge that we may be required under law to provide your data to government organisations. 

8.            Exclusion and limitation of liability

8.1           Subject to the other terms of this clause, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Platform that are not expressly set out in these terms to the maximum extent permitted by law.

8.2           Unless you are our Client, we have no obligations to you, and you have no rights against us. This EULA imposes obligations on you which are enforceable by us, however, do not provide you with any rights or ability to claim against us. 

9.            Indemnity

9.1           You agree to indemnify and hold us and our related entities, related bodies corporate, officers, directors, agents, and employees, harmless from and against any actions, claims, demands, proceedings, losses of every kind and nature, known and unknown (including legal costs on a solicitor own client basis) and claims made by third parties, due to or arising out of:

(a)            your use or inability to use this Platform in any way;

(b)            any surveys or submission data provided in a survey; and

(c)            any breach of any of these terms by you.

10.        Third party content

10.1        The Platform may contain text, images, data and other content provided by a third party, such as a Client, and displayed on the Platform, including without limitation information contained in surveys (Third Party Content). We accept no responsibility for Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

11.        Privacy

11.1        In respect of any Personal Information (as defined in the Privacy Legislation) that is provided to us in connection with the Platform, you must comply with:

(a)            the Privacy Legislation, and Personal Information including sensitive or health information must be dealt with in accordance with the Privacy Legislation (as it applies to that party); and

(b)            the applicable policies and guidelines of the Provider as made known from time to time.

11.2        You warrant and represent that all Personal Information that you provide to the Provider complies with this clause at all times. 

12.        Breach and Termination 

12.1        The Provider reserves the right to deny you access to, or use of, all or part of the Platform including your data, without prior notice, if you engage in any conduct that the Provider believes, in its sole discretion, is inconsistent with this EULA. 

13.        General 

13.1        The laws of Queensland, Australia governs this EULA. You hereby consent and submit to the non-exclusive jurisdiction and venue of the Courts of the State of Queensland, Australia and the Commonwealth of Australia for any cause of action relating to or arising under this EULA. 

13.2        The Provider operates the Platform in Australia. Information contained on the Platform may not be appropriate or available for use in other locations. If you access the Platform from other locations, you do so at your own initiative, and you are solely responsible for compliance with local laws.

13.3        Where possible, the obligations of the parties under this EULA will indefinitely survive the finalisation or discontinuance of this EULA.

13.4        The rights and remedies of a party to this EULA are in addition to the rights or remedies conferred on the party at law or in equity.