JobAdder Terms of Use

UPDATED 3 JUNE 2018

Welcome to JobAdder, an online recruitment management services system.

These Terms of Use are intended to explain Our obligations as a provider of the Service and Your obligations as a user of the Service.

These Terms of Use represent a legally binding agreement between You and JobAdder with respect to Your access to and use of the Service.

JobAdder may update these Terms of Use from time to time. JobAdder will post any updates on the Website. You will be deemed to have accepted any changes to the Terms if you continue to use the Service after the date of an update.

Whenever you access and use the Service you are acknowledging that You have read, understood and accepted these Terms of Use and have the authority to act for any person or entity on behalf of whom You are using the Service.

DEFINITIONS

  1. "Agreement" means these Terms of Use.

  2. "Access Fee" means the monthly fee (excluding any taxes and duties), being an amount agreed in writing by You and Us, for Your use of the Service.

  3. "Confidential Information" of a party includes any and all information of any type contained in or comprising advice, reports, accounts, manuals, contracts, techniques, operations, processes, software, applications, names, logos, marks, copyright subject matter, patentable subject matter, inventions, drawings, photographs, formulae, costs, estimates, methods of doing business, marketing and business plans, budgets, sales and customer lists, details or preferences of clients or customers, client and customer data (including Personal Information), proposed projects and products, and all other information, trade secrets and know-how whether written, oral, or embodied in any other form or medium, which is obtained directly or indirectly from the party either before or after the date of this Agreement.

  4. "Data" means any data entered by You, or with Your authority, into the Service.

  5. "Intellectual Property Right" means any patent, trademark, service mark, copyright and related rights, moral right, right in a design, rights to inventions, copyright, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, database rights, rights to use, and protect the confidentiality of, know-how), and all other intellectual property rights, confidential information (including know-how) and any other intellectual or industrial property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in anywhere in the world.

  6. "Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

  7. "JobAdder" means JOBADDER OPERATIONS PTY LTD ACN 167 597 953, a company registered in Australia.

  8. “Personal Information" shall include without limitation all information or opinions about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not. It also includes de-identified, generic, or demographic information which on its own may not be sufficient to identify a particular individual, but when re-identified or combined with other information is sufficient to identify a particular individual.

  9. "Our" means JobAdder. "Us" and "We" have the same meaning.

  10. "Service" means the online recruitment management services system made available (as may be changed or updated from time to time by JobAdder) via the Website.

  11. "Subscriber" means the person (meaning either a natural or legal person) who is licensed under these Terms to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

  12. "Terms" or "Terms of Use" means these Terms of Use and if relevant any special terms and conditions agreed in writing by You and Us.

  13. "Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

  14. "Website" means the internet site located at the domain www.JobAdder.com.

  15. "You" means the Subscriber, and where the context permits, an Invited User. "Your" has the same meaning.

TERMS

1. USE OF SOFTWARE

Subject to You paying the Access Fee in accordance with clause 2.1, the restrictions set out in clause 2 and the other terms and conditions of this Agreement, JobAdder grants You the non-exclusive, non-transferable right (without the right to grant sublicenses) to access and use the Service via the Website. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree (subject to any applicable written agreement between the Subscriber and the Invited Users and any other applicable laws) that:

  1. the Subscriber determines who is an Invited User and what level of user role access to the Service that Invited User has;

  2. the Subscriber is responsible for all Invited User’s use of the Service and as such must ensure that the Invited Users use the Service and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Invited User's breach of this Agreement;

  3. the Subscriber controls each Invited User's level of access to the Service at all times and can revoke or change an Invited User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;

  4. it is the Subscriber’s responsibility to ensure that each Invited User is issued with and keeps a secure password for their usage of the Service and that each Invited User keeps their password confidential;

  5. the Subscriber shall maintain a written, up to date list of current Invited Users and provide such list to JobAdder within 5 Business Days of JobAdder's written request at any time or times; and

  6. if there is any dispute between a Subscriber and an Invited User regarding access to the Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that the Invited User shall have, if any.

2. YOUR OBLIGATIONS

You agree that as a condition of Your use of the Service, You will comply with the following obligations:

  1. Payment Obligations:

  2. The Access Fee will be deducted monthly by credit card or be paid by You monthly on receipt of an invoice from Us. . If You provide credit card details to JobAdder, You hereby authorise JobAdder to bill such credit card in accordance with this clause. JobAdder will continue deducting the Access Fees monthly until this Agreement is terminated in accordance with its Termination provisions.

    All JobAdder payment receipts will be sent to You, or to a billing contact whose details are provided by You, by email (Billing Contact). You are responsible for payment of all applicable taxes and duties in addition to the Access Fee.

    If JobAdder has not received payment within 7 days after any particular due date, and without prejudice to any other rights and remedies of JobAdder: we may, without liability to You, disable Your password, account and access to all or part of the Service and JobAdder shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid.

    JobAdder shall be entitled to increase the Access Fee upon 60 days' prior notice to You.

  3. General Obligations:
  4. You shall:

    1. only use the Service and Website for Your own lawful internal business purposes, and in accordance with these Terms and any additional conditions posted on the Website from time to time;

    2. use the Service and Website on behalf of others or in order to provide services to others but if You do so You warrant that You are authorised to do so and that all persons for whom or to whom services are provided will comply with and accept the terms of this Agreement;

    3. ensure that Your network and systems comply with the relevant specifications provided by JobAdder from time to time;

    4. be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to the Website, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet;

    5. co-operate with JobAdder in all matters relating to the Service;

    6. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, JobAdder may adjust any agreed timetable or delivery schedule as reasonably necessary;

    7. comply with all applicable laws and regulations with respect to its activities under this Agreement; and

    8. obtain and maintain all necessary licences, permissions and consents which may be required before You use the Service.

  5. Access Obligations:
    1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify JobAdder of any unauthorised use of Your passwords or any other breach of security, and You must take all other actions that JobAdder reasonably requires to maintain or enhance the security of JobAdder's computing systems and networks, and Your access to the Service. You indemnify JobAdder against any claims, loss or damage of any kind relating to any breach, misuse or unauthorised use of your computer systems, security systems or passwords, or any unauthorised disclosure of data or Confidential Information occurring via any system controlled by You.

    2. As a condition of these Terms, when accessing and using the Service, You must not:

      1. attempt to undermine the security or integrity of JobAdder's computing systems or networks or, where the Service are hosted by a third party, that third party's computing systems and networks;

      2. use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Service or Website;

      3. attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service are hosted;

      4. transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);

      5. access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property and JobAdder reserves the right, without liability or prejudice to its other rights to You, to disable Your access to any material that breaches the provisions of this clause;

      6. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms of Use, attempt to modify, copy, adapt, reproduce, disassemble, create derivative works from, frame, mirror, republish, decompile, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the Website or any underlying computer programs or software used to deliver the Services or to operate the Website;

      7. access all or any part of the Service in order to build a product or service which competes with the Service;

      8. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Invited Users.

  6. Usage Limitations:
    1. Use of the Service may be subject to limitations, including but not limited to monthly data storage limits.

    2. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify JobAdder.

  7. Communication Conditions:
  8. As a condition of this Agreement, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Service or the Website, or material or activities in violation of any law or the rights of any third party (including material that is protected by copyright or trade secrets which You do not have the right to use, and material that is defamatory, discriminatory, misleading or deceptive). When You make any communication on the Website, You represent that You are permitted to make such communication. JobAdder is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. JobAdder may in its absolute discretion remove any communication at any time.

  9. Indemnity:
  10. You shall defend, indemnify and hold harmless JobAdder against: all claims, actions, proceedings, losses, expenses, costs (including without limitation court costs and reasonable legal fees), damages and any other liabilities arising out of or in connection with Your use of the Service. You shall also indemnify JobAdder against all claims, actions, proceedings, losses, expenses, costs (including without limitation court costs and reasonable legal fees), damages and any other liabilities arising from any breach of any of these Terms or any obligation You may have to JobAdder, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

  11. Service Rules:
  12. You agree not to engage in any of the following prohibited activities (Prohibited Activities):

    1. copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping";

    2. using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the JobAdder servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that JobAdder grants the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

    3. transmitting spam, chain letters, or other unsolicited email;

    4. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;

    5. taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;

    6. uploading invalid data, viruses, worms, or other software agents through the Service;

    7. collecting or harvesting any Personal Information from the Service, except as expressly permitted by the features of the Service;

    8. using the Service for any commercial solicitation purposes, meaning you must not use the Service to sell products or services of any description including, but not limited to, training and professional services

    9. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;

    10. interfering with the proper working of the Service;

    11. accessing any content on the Service through any technology or means other than those provided or authorised by the Service;

    12. bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or

    13. accessing, storing, or distributing material that:

      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      2. facilitates illegal activity;

      3. depicts sexually explicit images;

      4. promotes unlawful violence;

      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

      6. is otherwise illegal or causes damage or injury to any person or property.

    You shall use all reasonable endeavours to prevent any Prohibited Activities and in the event of any such Prohibited Activities promptly notify JobAdder.

    If You or any of Your Invited Users engage in a Prohibited Activity, JobAdder may, in its absolute discretion, without liability or prejudice to its other rights to You, permanently or temporarily terminate or suspend Your access to the Service, without notice to You.

3. JOBADDER OBLIGATIONS

  1. JobAdder undertakes that the Service will be performed with reasonable skill and care.

  2. The undertaking at clause 3.1. shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to JobAdder's instructions, or modification or alteration of the Service by any party other than JobAdder or JobAdder's duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, JobAdder will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or attempt to provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 3.1. Notwithstanding the foregoing, JobAdder:

    1. does not warrant that Your use of the Service will be uninterrupted or error-free; or that the Service, Documentation and/or the information obtained by You through the Service will meet Your requirements; and

    2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

  3. JobAdder shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance ; and unscheduled maintenance performed outside normal business hours, provided that JobAdder has used reasonable endeavours to give You at least 3 hours notice in advance.

  4. If JobAdder’s performance of any of its obligations under the Terms of Use is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (“Default”):

    1. JobAdder shall without limiting its other rights or remedies have the right to suspend performance of the Service until You remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays JobAdder's performance of any of its obligations;

    2. JobAdder shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Your failure or delay to perform any of its obligations as set out in this clause 3.5; and

    3. you shall reimburse JobAdder on written demand for any costs or losses sustained or incurred by JobAdder arising directly or indirectly from the Default.

  5. This Agreement shall not prevent JobAdder from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

4. CONFIDENTIALITY AND PRIVACY

  1. Confidentiality

  2. Unless the relevant party has the prior written consent of the other or unless required to do so by law:

    1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms of Use. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms of Use.

    2. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

    3. Each party's obligations under this clause will survive termination of these Terms of Use.

    4. You acknowledge that details of the Service, and the results of any performance tests of the Service, constitute JobAdder's Confidential Information.

    5. The provisions of clause 4.1.a) shall not apply to any information which:

      1. is or becomes public knowledge other than by a breach of this clause;

      2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

      3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;

      4. is independently developed without access to the Confidential Information;

      5. is disclosed to an actual or potential buyer of or investor in JobAdder, its related bodies corporate or any other entity from time to time forming part of the JobAdder group, provided that person is subject to confidentiality obligations commensurate with those of JobAdder under this Agreement; or

      6. is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 4.1(e)(vi), it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

  3. Privacy

  4. JobAdder maintains a privacy policy that sets out the parties' obligations in respect of Personal Information. This privacy policy is set out at www.JobAdder.com/privacy, and may be amended from time to time by JobAdder. You will be taken to have read and accepted Our privacy policy when You accept these Terms of Use.

    If You are a citizen or resident of the United Kingdom or the European Union, and JobAdder processes any Personal Information (or “Personal Data”, as this term is defined in the General Data Protection Regulation (EU) 2016/679) on Your behalf when performing its obligations under this Agreement, the parties record their intention that You shall be the data controller and JobAdder shall be a data processor and in any such case:

    1. you acknowledge and agree that the Personal Information may be transferred or stored outside the EEA or the country where You and any Invited Users are located in order to carry out the Service and JobAdder’s other obligations under this Agreement;

    2. You shall ensure that You are entitled to transfer the relevant Personal Information to JobAdder so that JobAdder may lawfully use, process and transfer the Personal Information in accordance with this Agreement on Your behalf;

    3. You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

    4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Information or its accidental loss, destruction or damage.

5. INTELLECTUAL PROPERTY

  1. General:

  2. Title to, and all Intellectual Property Rights in or arising out of or in connection with the Service, the Website and any documentation relating to the Service remain the property of JobAdder (or its licensors, or related entities, as applicable). Except as expressly stated herein, this Agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Website, the Service or any associated documentation.

    Your acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on JobAdder obtaining a written licence from the relevant licensor on such terms as will entitle JobAdder to license such rights to You.

  3. Ownership of Data:

  4. Title to, and all Intellectual Property Rights in, the Data remain Your property and You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data. However, Your access to the Data is contingent on full payment of the JobAdder Access Fee when it falls due. You grant JobAdder a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to the provision of the Service to You.

  5. Backup of Data and requesting a copy of Data on termination of use of Service:

  6. JobAdder adheres to its best practice policies and procedures to prevent data loss or unauthorised access or disclosure, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of, or unauthorised access to or disclosure of Data. JobAdder expressly excludes liability for any loss, destruction, alteration or unauthorised access to or disclosure of Data no matter how caused.

    If, on termination of Your use of the Service, You would like a copy of your Data, JobAdder will, on request in writing by You, provide You a copy of your Data, in SQL backup format.

    Fees for this task are;

    • 1 x free export if you have been a JobAdder client for more than 6 months $250 AUD (excluding taxes)for each migration after the first (if required)
    • $250 AUD (excluding taxes) per export if you have not been a client for 6 months

    You must make a request for a copy of your Data within 30 days of termination of Your use of the Service. You acknowledge that, whether you request a copy of the Data or not within 30 days of termination of Your use of the Service, Your Data will be irretrievably deleted from the Service after 30 days following termination of Your use of the Service. JobAdder will not store Data beyond this time due to data protection concerns and the cost of data storage.

  7. Third-party applications and your Data:

  8. If You enable third-party applications for use in conjunction with the Service, You acknowledge that JobAdder may allow the providers of those third-party applications to access Your Data as required for the inter-operation of such third-party applications with the Service. JobAdder shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

6. WARRANTIES AND ACKNOWLEDGMENTS

  1. Authority

  2. You warrant that where You are using the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by accessing and using the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

  3. Acknowledgment

  4. You acknowledge that:

    1. You are authorised to agree to these Terms of Use and to access and use the information and Data that You enter into the Service, including any information or Data enter into the Service by any other person you have authorised to use the Service or Data. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is owned by You or not).

    2. JobAdder has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

      1. You are responsible for ensuring that You have the right to do so;

      2. You are responsible for authorising any person who is given access to information or Data, and you agree that JobAdder has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and

      3. You will indemnify JobAdder against any claims or loss relating to:

        1. JobAdder's refusal to provide any person access to Your information or Data in accordance with these Terms;

        2. JobAdder’s making available information or Data to any person with Your authorisation; or

        3. The acts or omissions of any Invited User or any person on whose behalf You use the Website or the Service.

    3. The provision of, access to, and use of, the Service is on an "as is" basis and at Your own risk.

    4. It is Your sole responsibility to determine that the Service meet the needs of Your business and are suitable for the purposes for which they are used.

    5. You assume sole responsibility for results obtained from the use of the Service and the Documentation by You, and for conclusions drawn from such use

    6. You remain solely responsible for complying with all laws applicable to You. It is Your responsibility to check that collection of, storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including but not limited to laws relating to the privacy of Personal Information) and will not infringe the rights of any third parties. JobAdder makes no warranty that any particular functionality provided by the Software, or any particular activities which may be able to be carried out by the Software (whether alone or in conjunction with third party sites or applications), will be lawful or will not infringe the rights of third parties. You indemnify JobAdder against loss or damage of any kind it may suffer as a result of your unlawful use of the Service or use which may infringe the rights of any third party.

    7. Each time You use the Service You warrant that You comply with and will continue to comply with the terms of use of third party websites which You access via the Service (including but not limited to social media websites such as www.LinkedIn.com) and in particular that You are aware of and agree to comply with the privacy conditions of all such third party websites.

    8. Each time You use the Service to retrieve data which contains the Personal Information of any person, from a third party website (including but not limited to social media websites such as www.LinkedIn.com), and You input such data into the Service, you warrant that You have been authorised by the person to whom the Personal Information relates to use and store that information in the manner in which you intend to use and store it.

    9. You indemnify JobAdder against all claims, damages, losses and any other liabilities relating to the use of any data (including data containing Personal Information) which is accessed and retrieved / extracted from any third party websites (including but not limited to social media websites such as www.LinkedIn.com) and entered into the Service, using tools provided by the Service.

  5. No warranties:

    1. Save as expressly and specifically set out in these Terms of Use, JobAdder gives no warranty about the Service. Without limiting the foregoing, JobAdder does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose.

    2. All implied conditions, warranties representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

    3. JobAdder does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. JobAdder is not in any way responsible for any such interference or prevention of Your access or use of the Service.

  6. Consumer guarantees:

  7. You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.

7. LIMITATION OF LIABILITY

  1. Nothing in this Agreement is intended to exclude or limit JobAdder’s liability for any liability which cannot be limited or excluded by applicable law.

  2. If JobAdder incurs any liability to you under or as a result of any such non-excludable provisions, then JobAdder’s liability is limited to (at JobAdder’s election) the re-supply of the Service, or the payment of the cost or re-supplying the Service.

  3. Subject only to clauses 7.1 and 7.2:

    1. JobAdder excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under on in connection with the Terms for any loss of any kind (including loss or corruption of software, information or Data); any loss of profits; any loss of sales or business; any loss of agreements or contracts; any loss of anticipated savings; any loss of damage or goodwill; any indirect or consequential loss; and any cost, damage or other liability resulting, directly or indirectly, from any use of, or reliance on, the Service or Website;

    2. if JobAdder incurs any liability to you, whether in contract, tort (including negligence) or otherwise, then JobAdder’s liability is limited to (at JobAdder’s election) the re-supply of the Service, or the payment of the cost or re-supplying the Service;

    3. To the extent that sub-clause 7.3.b) may be held void or unenforceable, if JobAdder incurs any liability to you, whether in contract, tort (including negligence) or otherwise, then JobAdder’s liability is limited to the aggregate Access Fees paid by You to JobAdder in the 6 months preceding the relevant liability arising; and

  4. In no event shall JobAdder, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:

    1. a modification of the Service by anyone other than JobAdder; or

    2. Your use of the Service in a manner contrary to the instructions given to You by JobAdder; or

    3. Your use of the Service after notice of the alleged or actual infringement from JobAdder or any appropriate authority.

  5. The foregoing represents Your sole and exclusive rights and remedies, and JobAdder's (including JobAdder's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

8. TERMINATION

  1. Prepaid Subscriptions:

  2. On termination of Your use of the Service, JobAdder will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

  3. No-fault termination:

  4. These Terms of Use will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms of Use will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms of Use by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms of Use You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms of Use.

  5. Breach:

  6. If You:

    1. breach any of these Terms of Use (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach, if the breach is capable of being remedied;

    2. breach any of these Terms of Use and the breach is not capable of being remedied (which includes, without limitation, any breach of clause 2.3 (Access Conditions) or any payment of Access Fees that are more than 30 days overdue); or

    3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed over any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

    then JobAdder may take any or all of the following actions, in its absolute discretion:

    1. Terminate this Agreement with immediate effect and Your use of the Service and the Website;

    2. Permanently or temporarily, as determined by JobAdder, suspend Your use of the Service and the Website;

    3. Suspend or terminate access to all or any Data;

    4. Take any of the actions in sub-clauses (a), (b) and (c) of this Termination clause in respect of any or all of Your Invited Users.

  7. Expiry or termination:

  8. You acknowledge and agree that the following provisions will survive termination or expiry of these Terms of Use: Your Obligations (Payment Obligations and Indemnity), Confidentiality and Privacy, Intellectual Property, Warranties and Acknowledgments, Limitation of Liability.

    On termination of this Agreement for any reason all licences granted under this Agreement shall immediately terminate and You shall immediately cease all use of the Service and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

9. TECHNICAL SUPPORT

  1. Technical Problems:

  2. In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting JobAdder. If You still need technical help, please log a support ticket via the Service or email support@jobadder.com

  3. Service availability:

  4. While JobAdder intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place, or for reasons beyond JobAdder’s reasonable control.

    If for any reason JobAdder has to interrupt the Service for longer periods than JobAdder would normally expect, or the Service is interrupted due to reasons beyond JobAdder's reasonable control, JobAdder will use reasonable endeavours to publish details of such activity on the Website or to notify You by email.

10. GENERAL

  1. Entire Agreement:
  2. This Agreement, together with the JobAdder Privacy Policy, supersede and extinguish all prior agreements, promises, assurances, warranties, representations and understandings (whether oral or written), and constitute the entire agreement between You and JobAdder relating to the Service and the other matters dealt with in these Terms of Use.

  3. No Remedy:
  4. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

  5. Waiver:
  6. If either party waives any breach of these Terms of Use, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

  7. Severance:
  8. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Use.

  9. Force Majeure:
  10. Neither party will be liable for any delay or failure in performance of its obligations under these Terms of Use if the delay or failure is due to any events, circumstances or causes outside its reasonable control. This clause does not apply to any obligation to pay money.

  11. Assignment:
  12. You may not assign or transfer any rights under these Terms of Use to any other person without JobAdder's prior written consent. JobAdder may assign this Agreement or the benefit of this Agreement, or it may novate this Agreement, in its discretion to any third party. This clause constitutes Your consent in advance to any such assignment or novation.

  13. Third Parties:
  14. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

  15. Governing law:
  16. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of New South Wales, Australia, except in relation to data protection laws of the United Kingdom and European Union, which will apply if You are a citizen of those jurisdictions.

  17. Jurisdiction:
  18. Each party irrevocably agrees that the courts of Australia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

  19. Severability:
  20. If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. If the foregoing is not possible or enforceable, the relevant provision will be treated as severed from this Agreement and the remainder of this Agreement will continue to be binding on the parties.

  21. Notices:
  22. Any notice given under these Terms of Use by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to JobAdder must be sent to support@jobadder.com or to any other email address notified by email to You by an authorised JobAdder representative. Notices to You will be sent to an email address nominated by You.

  23. Interpretation:
  24. In the interpretation of this Agreement, no clause will be construed or interpreted against the party that will benefit from the clause because it was drafted or put forward by that party.