GoodHuman Terms of Use

These Terms of Service (the "Terms") set out the parties' rights and responsibilities in respect of the GoodHuman for Business online platform (the "Services").

These Terms, together with any Order Form(s) (collectively the "Contract") form a binding agreement between Innovative Systems Australia Pty Ltd (ACN 675 705 254), the provider of the GoodHuman service ("we", "us") and you (being any entity customer named in an Order Form executed by us and you.)

Your Agreement on behalf of the business you represent

To access the Services, you are required to create an account. In doing so, you may be required to provide information including your contact details, email address, details of your preferred method of payment and any further information that may be requested to protect the security of your account. You must ensure that any information you provide to us in connection with establishing or maintain your account is and will remain true, accurate and current.

You warrant that where you enter into the Contract on behalf of a company or other organisation, that you have the authority to do so and are entitled to bind that company or other organisation to these Terms.

You must appoint an individual as the main contact person for dealing with us and having ultimate authority for your account. You may change the individual with such responsibility provided that you notify us in writing and we confirm acceptance of this substitution (not to be unreasonably withheld).

Term

The term (duration) of the Contract will be as set out in the Order Form or as otherwise agreed by us in writing and, unless the context requires otherwise, includes any extensions or renewals thereof (“Term”).

Authorised Users

During the Term you may allow individual users within your organisation to access the Services via the Workspace or Business App (each an “Authorised User”).

Authorised Users may submit content or information to the Services, such as user data, files or messages (“Business Data”), and you may exclusively provide us with instructions on what to do with it. For example, you may provision or deprovision access to the Services, enable or disable third-party integrations, manage permissions, retention and export settings, or transfer or assign accounts. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Business Data.

You must, and must ensure that your Authorised Users, comply with these Terms and the specific “User Terms” that we impose on users. You must procure that Authorised Users provide true, accurate and current information when they use the Service.

We may review the conduct of Authorised Users for compliance purposes, but we have no obligation to do so. To the extent permissible at law, and subject to compliance with our privacy obligations hereunder, we will not be responsible for the content of any Business Data or the way you or your Authorised Users choose to use the Services to store or process any Business Data.

The Services are not intended for and should not be used by anyone under the age of 16. You must ensure that all Authorised Users are over 16 years old.

You must; (a) inform Authorised Users of all our and your policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Business Data; (b) ensure the transfer and processing of Business Data under the Contract is lawful and (c) indemnify us against any loss or damage caused by an Authorised User doing any act or omission that constitutes a breach of these Terms.

Ordering Subscriptions

A subscription allows an Authorised User to access the Services through your account, during the Term. A subscription is required for each Authorised User, regardless of their role within your organisation. Each subscription is for a single Authorised User for a specified term and is personal to that Authorised User.

A subscription may be procured through the Services interface, or in some cases, by naming the individual in an Order Form. Each Authorised User must agree to any User Terms required to activate their subscription and access.

An Authorised User’s subscription commences when we make it available and continues for the term specified in the Services “check-out” interface or in the Order Form, as applicable, provided however that an Authorised User’s subscription will not extend beyond the Term (of your Contract).

We may at our discretion enter into other kinds of ordering arrangements than specified herein. If we do so the terms will be contained in an Order Form or will otherwise be contained in writing signed by us.

Unless the Order Form provides otherwise, you may purchase more subscriptions at the same price stated in the Order Form and all will terminate upon the expiry or cessation of the Term.

Additional services

If and to the extent that we agree to provide additional services to those described herein (for example, customisation, integration, additional support) that shall be done pursuant to a separate Order Form signed by both you and us.

Choosing to be a Beta Tester

Occasionally we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release”, or words or phrases with similar meanings. Such products are made available “as is”, and to the extent permissible at law are provided without warranties.

Feedback and suggestions

If you (including any Authorised User) sends us any feedback or suggestions regarding the Services, you and each Authorise User relinquishes any claim to ownership of any intellectual property in such feedback or suggestion and grants us (to the extent necessary) an unlimited, irrevocable, perpetual, sublicensable, transferable royalty-free licence to use any such feedback or suggestions for any purpose without any obligation or compensation to you, any Authorised User or your other personnel. We shall not however be obligated to use or implement any such feedback or suggestions.

Third Party Products

Our Services include a platform that third parties may use to develop applications and software that complement your use of the Services (each, a “Third Party Product”). To the extent permissible at law (including under the Australian Consumer Law) we do not warrant or support Third Party Products and you (and not Us) will decide whether or not to enable them.

To the extent permissible at law, your use of a Third Party Product is solely at your risk and on terms to be agreed between you and the applicable provider of the Third Party Product.

Privacy

Please review our Privacy Policy for more information on how we collect and use personal information relating to the use and performance of our Services and our business in general. This may be updated from time to time. We are governed in accordance with the Privacy Act 1988 (Cth).

We will comply with our obligations under applicable privacy legislation including the Privacy Act 1988 (Cth), the Health Records Acts in each State and Territory and the Healthcare Identifiers Act 2010 (Cth) (“Privacy Laws”).

You agree to comply with any and all obligations you may have under the Privacy Laws.

Our Removal Rights

If we believe that there is a breach of these Terms that can be remedied by your removal of certain Business Data or your disabling of a Third Party Product, we will, in most cases, but without limiting our rights, ask you to take direct action rather than intervene. However, we may, in our discretion, step in and take what we determine to be appropriate action, if you do not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties. We will notify you if we do so.

Payment Obligations

Payment Terms

You agree to pay the fees specified in the Order Form. Except as expressly stated in the Contract, or as otherwise required by law, fees must paid in advance (other for on-demand customers whom we authorise to pay in arrears) and are non-refundable. Full payment must be received within fourteen (14) days from the invoice date. Fees are stated exclusive of any taxes such as GST.

Suspension for Non-Payment

If any fees owed to us by you (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, suspend any Services until those amounts are paid in full, so long as we have given you ten (10) or more days’ prior notice that its account is overdue. You acknowledge and agree that a suspension will result in a loss of access, and/or decrease in certain features and functionality and potential loss of access to Business Data.

Our Responsibilities

Providing the Services

We will; (a) make the Services available to you and your Authorised Users during the Term; and (b)

not, without your prior written consent, use or process Business Data for any purpose other than to enable you to use and access the Services.

We agree that; (a) the Services will perform materially as we intended; and (b) subject to the operation of “Third Party Products” and “Suspension for Non-Payment” sections of these Terms, we will not materially decrease the functionality of a Service during the Term.

For any breach of a warranty in this section, and subject to any remedies that cannot be excluded by law, your exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Support

We agree to provide technical support to you through both e-mail and telephone support on weekdays during the hour of 9am to 5pm Australian Eastern Standard Time (excluding public holidays in the State of Victoria) (“Support Days”). You may initiate a helpdesk ticket during those hours by calling 1800 HUMANS or by email to support@goodhuman.me. We will use commercially reasonable efforts to respond to helpdesk tickets within one Support Day. Where support items are business critical, we will endeavour to respond within one hour and work with urgency to deliver a fix as soon as possible during Support Days.

Keeping the Services Available

We will use commercially reasonable efforts (but not guarantee) to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavour to provide the Business with advance notice (e.g., through the Services), if we think it may continue for a substantial period.

Protecting Business Data

We will maintain administrative, physical, and technical safeguards to protect Business Data at a level not materially less protective than as described in our Security Statement page. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Business Data by our personnel. Before sharing Business Data with any of our third-party service providers, we will ensure that the third-party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Business Data and preventing unauthorised access. You bear sole responsibility for adequate security, protection and backup of Business Data when in your or your representatives’ or agents’ possession or control. We are not responsible for what your Authorised Users or Third Party Products do with Business Data.

Intellectual Property rights

As between us on the one hand, and you, you will own all intellectual property rights in Business Data.

Subject to the terms and conditions of the Contract, you (including on behalf of all Authorised Users) grant us a worldwide, non-exclusive, limited term licence to access, use, process, copy, distribute, perform, export and display Business Data only as reasonably necessary to (a) provide, maintain and update the Services; and (b) to prevent or address service, security, support or technical issues. You represent and warrant that you have secured all rights in and to Business Data (including from Authorised Users) as may be necessary to grant us this licence.

We own and will continue to own our Services, including all related intellectual property rights therein.

We own the trade mark “GoodHuman”. We may make software components available, via app stores or other channels, as part of the Services. We grant you a non-sublicensable, non-transferable, non-exclusive, limited licence for you and your Authorised Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract during the Term. Except as expressly permitted under these Terms, you must not copy, reproduce, decompile, disassemble, reverse engineer, rent, lease, loan, sell or attempt to license the whole or any substantial part of the Services or any content thereon in which we own intellectual property rights. You must not use any software or tools or discovery technology or network monitoring to attempt to determine the architecture of the Services, their algorithms, nor use any robot, spider, other automatic software or device or manual process to monitor or copy a substantial part of the Services.

Term and Termination

Term

The Contract remains effective during the Term. Termination of the Contract will terminate all subscriptions (including of all Authorised Users) and all Order Forms.

Auto-Renewal

Unless an Order Form states otherwise, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the duration of the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will reflect the subscription price published on our website immediately prior to the new period.

We will endeavour to notify you when your subscription is up for automatic renewal and give you the opportunity to not renew it. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscription from automatically renewing.

Termination for Cause

Either party may immediately terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not remedied within thirty (30) days after the non-breaching party provides notice of the breach, or the breach is of such a nature that it cannot be remedied.

We may terminate the Contract immediately on notice to the Business if we reasonably believe that the Services are being used by the Business or its Authorised Users in violation of any applicable law.

Either party may terminate the Contract immediately upon notice to the other party if that other party becomes insolvent or is deemed to become insolvent under any applicable law, is unable to pay its debts as they fall due or suffers a similar insolvency event.

Effect of Termination

If we terminate the Contract for cause, you must pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Data Portability and Deletion

During the Term you will be permitted to export or share certain Business Data from the Services, provided, however, that because we have different products with varying features and you have different retention options, you acknowledge and agree that the ability to export or share Business Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite setting enabled. Following termination or expiration of this Contract and after giving you a reasonable opportunity to export its Business Data of not less than ninety (90) days, we will have no obligation to maintain or provide any Business Data and may thereafter, unless legally prohibited, delete all your Business Data in our systems or otherwise in our possession or under our control.

Representations and Disclaimer of Warranties

You represent and warrant that you have validly entered into the Contract and have the legal power to do so. You further represent and warrant that you are responsible and liable for the conduct of your Authorised Users and to the extent relevant their compliance with the terms of this Contract and any User Terms.

Except as expressly provided for herein, or as otherwise required by law (including the Australian Consumer Law), the Services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and we expressly disclaim any and all warranties not required by law, including in relation to any reliance on the Services or any outcome from use of the Services. You acknowledge that we do not warrant that Services will be uninterrupted, timely, secure, or error-free.

We disclaim any warranty that the use of the Services will result in any particular commercial outcome for you.

You agree that you have not relied on any representations in relation to possible future plans for the Services including in relation to functionality, which although provided in good faith, are not intended to bind us.

You acknowledge that you are solely responsible for providing high speed internet service to facilitate access to and use of the Services.

Limitation of Liability

Except if otherwise required by law (including under the Australian Consumer Law) in no event will our aggregate liability arising out of or related to the Contract exceed the total amount paid by you hereunder in the twelve (12) months preceding the last event giving rise to liability.

Except if and to the extent otherwise required by law (including under the Australian Consumer Law), in no event will either party have any liability to the other party or to any third-party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.

The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorised use of or access to the Services. We therefore will not, to the extent permissible at law, be responsible for any damage, losses or liability to you, Authorised Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA.

Additionally, you are responsible for maintaining the security of all login credentials, including usernames and passwords for your Authorised Users. To the extent permissible at law, we will not be responsible for any damage, losses or liability to the Business, Authorised Users, or anyone else, if such information is not kept confidential or secure by you or your Authorised Users, or if you or any Authorised User provides such information to an unauthorised third-party.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under the Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for Services.

Indemnities

We will defend you (including your directors, officers, employees and any related entity of you) (“Your Indemnified Parties”) from and against any and all third-party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third-party’s intellectual property rights (an “IP Claim”), and will indemnify Your Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against them in connection with or as a result of, (and for amounts paid by them under a settlement we approve of in connection with) an IP Claim, provided, however, we will have no liability if an IP Claim arises from or in respect of (a) Business Data or Third Party Products; or (b) any modification, combination or development of the Services that are not performed by us, including in the use of any application programming interface (API). You must provide us with prompt written notice of any IP Claim and allow us the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting our defence and settlement of such matter.

You will defend us (including our directors, officers, employees and any Related Body Corporate, as that term is defined in the Corporations Act of us) (“Our Indemnified Parties”) from and against any and all third-party claims, actions, suits, proceedings, and demands arising from or related to your or any of your Authorised Users’ breach of the Contract, and will indemnify Our Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Our Indemnified Parties in connection with or as a result of, (and for amounts paid by a Our Indemnified Parties under a settlement you approve of in connection with), a claim against Our Indemnified Parties. We must provide you with prompt written notice of any such claim and allow you the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting your defence and settlement of such matter.

Limitations on Indemnifications

Notwithstanding anything contained in the two preceding section, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third-party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liabilities for the indemnified parties and the payment of money.

Insurance

We maintain the following insurances:

● Public and products liability, with a coverage of $20 million;

● Professional indemnity insurance, with a coverage of $5 million;

● First party cyber liability insurance, with a coverage of $5 million; and

● Third party cyber liability insurance, with a coverage of $5 million.

It is important that you secure your own insurance to cover any risks associated with your use of the Services.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”), which includes anything labelled confidential and anything else that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes all non-public business, product, technology and marketing information. Your Confidential Information includes Business Data.

Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third-party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Contract. Nothing above will prevent either party from disclosing Confidential Information to financial and legal advisors, provided that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law, provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Subcontracting

You agree we may use third party providers to provide various goods and service including the necessary hardware, software, networking, storage and related technology required to run the Services.

Disputes

The procedure set out in this clause must be followed in relation to the resolution of a dispute concerning the parties' rights or obligations pursuant to the Contract ("Dispute"). Upon any Dispute arising, a party may give written notice to the other Party that a Dispute exists ("Dispute Notice").

The Dispute Notice shall provide the recipient with the full particulars of the matters in Dispute.

The timetable and process for resolving a Dispute pursuant to a Dispute Notice is as follows:

● within 5 Business Days of receipt of a Dispute Notice, the recipient shall commence discussions with the sender in good faith in an attempt to resolve the Dispute;

● if the Dispute is not resolved within 10 Business Days of the commencement of the discussions referred to in the previous paragraph or if the discussions referred to in the previous paragraph have not commenced within the 5 day period, the parties shall refer the matter to mediation;

● within 5 Business Days following the expiry of the relevant period in the previous paragraph, the Parties to the Dispute must attempt to agree on the appointment of a mediator. In the absence of agreement on the appointment of a mediator, a mediator is to be appointed by the President for the time being of the Law Institute of Victoria, with the costs of the mediation to be borne equally by the parties to the Dispute;

● the parties shall use their best endeavours to ensure the mediation takes place within 20 Business Days of a mediator being appointed; and

● any mediation that takes place pursuant to the operation of this clause is to take place in Melbourne, Australia.

Except for the purpose of obtaining urgent interlocutory or declaratory relief from a court of competent jurisdiction, neither party shall commence any proceedings in any court, tribunals or otherwise without first providing a Dispute Notice and complying with the dispute resolution process set out in this clause.

If the dispute resolution process set out in this clause is followed and a resolution cannot be reached between the parties acting reasonably, the parties shall be deemed to have complied with the dispute resolution process set out in this clause for the purpose of this provision.

General Provisions

Publicity

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to your standard trade mark usage guidelines if and as provided to us from time-to-time. If you notify us in writing by email to support@goodhuman.me stating that you do not wish to be used as a reference, we will comply with this request after having received it.

Force Majeure

Neither party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of the party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, pandemics, epidemics and government action.

Relationship of the Parties; No Third-Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Contract.

Email, Notices and Messages

Except as otherwise set forth herein, all notices under the Contract will be by mail to the address of the party noted in the Order Form, or by email to the address of the party noted in the Order Form, although we may instead choose to provide notice to you through the Services (e.g., a message or notification). Notices to us must be sent to support@goodhuman.me, except for legal notices, such as termination or an indemnifiable claim, which must be sent to legal@goodhuman.me or by mail. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email: (b) the same day, in the case of notices through the services or (c) in 5 business days after posting through the mail.

Modifications

As our business evolves, we may change these Terms and the other components of the Contract (except any Order Forms) with prospective effect. If we make a material change to the Contract, we will you with reasonable prior notice prior to the change taking effect, either by emailing your primary contact or messaging you through the Services. In the event that any change to these Terms materially affects your rights you will be given the opportunity to terminate this Contract.

You can review the most current version of the Terms at any time by visiting our website. The materially revised Contract will become effective upon posting of the change. Subject to the above, if you access or use the Services after the effective date of such changes, that use will constitute your acceptance of any revised terms and conditions.

Survival

The provisions of these Terms and the Contract that are capable of surviving termination or expiry will survive any termination or expiration of the Contract.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

Severability

If any provision of the Contract is held by a court of competent jurisdiction to be void or contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Except as permitted hereunder, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate, or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of the assets of the assigning party. Any purported assignment in breach of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Jurisdiction and Governing Law

The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the law of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia.

Entire Agreement

The Contract, including these Terms and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. However, to the extent of any conflict or inconsistency between the provisions in these Terms and any other documents or pages referenced in these Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any) and (2) the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in purchase order or other document issued by you, (excluding signed Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

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