SAAS Terms and Conditions

1. TERM OF THIS AGREEMENT

1. This agreement commences on the date the Client agrees to be bound by these Terms (as set out at the beginning of these Terms) and will continue for the Initial Term, and any Renewal Term applicable per clause 1(c), unless terminated earlier in accordance with clause 14 (Term).
2. The duration of the Term is listed in the Client’s Subscription to the Solution, as agreed on the Website.
3. Subject to clause 1(d), upon expiration of the Initial Term, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Initial Term (Renewal Term). 
4. This agreement will not automatically renew on expiry of the Initial Term or a Renewal Term (Renewal Date) if either party provides written notice that this agreement will not renew at least 4 weeks prior to the Renewal Date.
5. At least 4 weeks prior to the expiry of the Initial Term or a Renewal Term, the Provider will provide the Client with advanced written notice of the agreement renewing and any applicable changes to the Fees or the terms of this agreement (Renewal Notice).

2. THE SOLUTION

2.1. SCOPE OF SOLUTION

1. The Provider will provide the Client, to the extent described on the Website, the Software, Services and Support (Solution), which will include the benefits and limitations as set out on the Website, or as otherwise communicated to the Client when subscribing to the Subscription (and as amended from time to time by notice to the Client).
2. The Provider will provide the Solution in accordance with all applicable laws and industry standards.
3. (Accounts) To use the Solution, the Client may be required to sign-up, register and receive an account through the Website (an Account).
4. (Provide Information) As part of the Account registration process and as part of the Client’s continued use of the Website, the Client may be required to provide information and details, such as the Client’s email address, business entity name, preferred username, industry description, a secure password, billing, photos, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by the Provider from time to time.
5. (Warranty) The Client warrants that any information the Client gives to the Provider in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
6. (Acceptance) Once the Client completes the Account registration process, the Provider may, in its absolute discretion, choose to accept the Client as a registered user within the Website and provide the Client with an Account.

2.2. CHANGES TO THE SOLUTION

1. (Enhancements and Customisations) The Provider may from time to time in its absolute discretion install enhancements to the Solution, where enhancements mean any upgraded, improved, modified or new versions of the Solution (including any customisations made at the Client’s request).
2. (Additional users under the licence) If additional users are required to the Number of Licensed Users, the Client must use their Account to request these changes. The Provider will invoice the Client the Additional Licensed User Fee for each additional for the then current month/year and the remaining months of that term.

2.3. SOFTWARE LICENCE

During the Term, the Provider grants to the Client a non-exclusive, non-transferable licence to use the Solution and Documentation and to provide access to the Software for the Number of Licensed Users.

2.4. HOSTED SERVICES

1. The Provider will store Client Data using a third-party hosting service selected by the Provider (Hosting Service), subject to the following terms:
   1. (hosting location) The Client acknowledges and agrees that the Provider may host the Software via cloud-based services which use storage servers located in and potentially outside Australia.
   2. (service quality) While the Provider will only use top tier hosting providers such as Google, Amazon or Microsoft, the Provider does not guarantee that the Hosting Service will be free from errors or defects or that Client Data will be accessible or available at all times.
   3. (security) The Provider will use its best efforts to ensure that Client Data is stored securely. However, the Provider does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
   4. (backups and disaster recovery) In the event that Client Data is lost due to a system failure (e.g., a database or webserver crash), the Provider cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
   5. (Google Cloud) the Client acknowledges that Google Cloud will be used as Provider’s Hosting Service, of which the terms and conditions are available at https://cloud.google.com/terms and as updated from time to time.

2.5. SUPPORT SERVICES

1. Where the Subscription includes Support, the Provider will provide the Support to the Client during the Term in accordance with the Service Level Agreement.
2. The Client acknowledges and agrees:
   1. the Provider will take reasonable steps to provide Support where necessary during the Term;
   2. the Client must first endeavour to resolve any issues with the Software internally and the Provider will not assist with issues that are beyond its reasonable control; and
   3. the Client is responsible for all internal administration and managing access, including storing back-up passwords and assisting its Personnel to access and use the Software.

2.6. SUBCONTRACTING

The Provider may subcontract any aspect of providing the Solution and the Client hereby consents to such subcontracting.

3. CLIENT OBLIGATIONS

3.1. GENERAL

The Client:

1. must provide the Provider with all documentation, information and assistance reasonably required by the Provider to provide the Solution. 
2. must provide the Provider with access to the user information directly or via the HRIS system to the extent required to implement the Software and perform the Support; and
3. agrees that it will not, by receiving or requesting the Solution:some text
   1. breach any applicable laws, rules or regulations (including any applicable privacy laws); or
   2. infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

3.2. USERS AND EULA

1. The Client must, and must ensure that all Users:
   1. comply with this agreement (including the EULA) at all times; and
   2. notify the Provider without delay whenever it becomes aware of any case of a breach of this clause 4 or otherwise any illegal or unauthorised use of the Solution.
2. The Client acknowledges and agrees that the Provider will have no liability for any act of a User or for damage, loss or expense suffered by a User in connection with the use of the Solution and will indemnify the Provider for any such damage, loss or expense.

3.3. USE OF SOLUTION

The Client must not, and must not encourage or permit any User or any third party to, without the Provider’s prior written approval:

1. upload commercial secrets to the Software;
2. upload any harmful, discriminatory, defamatory, maliciously false implications, offensive,  explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Software;
3. upload any material that is owned or copyrighted by a third party;
4. make copies of the Documentation or the Solution;
5. adapt, modify or tamper in any way with the Solution;
6. remove or alter any copyright, trade mark or other notice on or forming part of the Solution or Documentation;
7. create derivative works from, translate or reproduce the Solution or Documentation;
8. publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;
9. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution or Documentation to any third party, other than sub-licensing to a Licensed User for the Number of Licensed Users;
10. decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
11. attempt to circumvent any technological protection mechanism or other security feature of the Solution;
12. permit any person other than Licensed Users to use or access the Solution or Documentation;
13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
14. share its Software account information with any other person and that any use of its account by any other person is strictly prohibited. The Client, must immediately notify the Provider of any unauthorised use of it or its User’s account, password or email, or any other breach or potential breach of the Software’s security;
15. use the Solution for any purpose other than for the purpose for which it was designed, such as using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
16. act in any way that may harm the Provider’s reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Solution.

3.4. CLIENT DATA

By providing or posting Client Data, the Client represents and warrants that, and must ensure that all Users make equivalent representations and warranties:some text

1. the Client is authorised to provide the Client Data;
2. the Client Data is accurate and true at the time it is provided;
3. the Client Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
4. the Client Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
5. the Client Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
6. the Client Data does not breach or infringe any applicable laws.
7. this clause 3.4 is applicable to the extent where Users have consented to share data with the Client, which subsequently becomes ‘Client Data’ and ‘Posted Materials’ (as defined in the EULA).

4. THIRD PARTY SOFTWARE AND TERMS

4.1. GENERAL

1. The Client acknowledges and agrees that third party terms and conditions (Third Party Terms) may apply to use of the Solution.
2. The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution and the Provider will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms. 
3. The Provider will endeavour to notify the Client of Third Party Terms that apply to the Solution, in which case:some text
   1. the Client must immediately notify the Provider if it does not agree to such Third Party Terms; and
   2. if the Provider does not receive a notice in accordance with clause 4.1(c)(i), the Client will be taken to have accepted those Third Party Terms, and the Provider will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
4. The Client acknowledges and agrees that if it does not agree to any Third Party Terms, this may affect the Provider’s ability to meet any agreed schedules for delivering the Solution.

4.2. THIRD PARTY SOFTWARE

1. The Client acknowledges and agrees that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. The Provider will make all reasonable efforts to ensure that integration processes between the Software and other software programs or IT systems will be free from errors, defects or delay. 
2. The Client agrees that the Provider will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if the Client integrates it with third party software, or changes or augments the Software, including by making additions or changes to the Software code or by incorporating APIs into the Software.
3. If the Client adds third party software or software code to the Software, integrates the Software with third party software, or make any other changes to the Software, including the Software code (Client Solution Changes), then:some text
   1. the Client acknowledges and agrees that Client Solution Changes can have adverse effects on the Solution, including the Software;
   2. the Client indemnifies the Provider in relation to any loss or damage that arises in connection with the Client Solution Changes;
   3. the Provider will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a Client Solution Change;
   4. the Provider may require the Client to change or remove Client Solution Changes, at the Provider’s discretion, and if the Provider does so, the Client must act promptly;
   5. the Provider may suspend the Client’s access to the Solution until the Client has changed or removed Client Solution Changes; and/or
   6. the Provider may change or remove any Client Solution Changes, in its absolute discretion. The Provider will not be liable for loss of data or any other loss or damage the Client may suffer in relation to the Provider’s amendment to, or removal of, any Client Solution Change.

4.3. USE OF ARTIFICIAL INTELLIGENCE (AI)

1. The Client acknowledges and agrees that the Solution may incorporate Artificial Intelligence (AI) functionalities. Due to the dynamic and evolving nature of AI systems, the Provider cannot guarantee absolute accuracy, performance, or outcomes of the AI features.
2. The Client understands that AI-driven functionalities within the Solution are reliant on data accuracy, relevance, and quality. The Provider shall make reasonable efforts to ensure data integrity but shall not be held liable for inaccuracies, omissions, or errors in the data or the resulting AI-driven analyses or decisions.
3. The Client agrees that the Provider will not be liable for any unforeseen outcomes, decisions, or actions resulting from the use of AI within the Solution. The Client acknowledges that the Provider's responsibility is limited to the reasonable operation of the AI functionalities within the defined scope of the Solution.
4. The Provider reserves the right to modify, enhance, or update the AI functionalities within the Solution. Reasonable efforts will be made to notify the Client of significant changes that may impact the operation or results obtained through the AI features.
5. The Client acknowledges that the use of AI within the Solution does not eliminate the need for human validation or oversight, especially in critical decision-making processes. The Client agrees not to rely solely on AI-driven results without human review or supervision.
6. The Provider shall maintain confidentiality and protect the integrity of data processed or utilised by the AI functionalities within the Solution, in accordance with the terms outlined in this agreement.
7. The Provider shall not be held liable for any issues arising from the use or integration of third-party AI components, and the Client indemnifies the Provider against any associated losses or damages.

4.4. USE OF APP STORES

1. By using the Services, without limitation of clause 5.1, you acknowledge and agree that third party terms & conditions may apply for the use of app store providers such as Apple and Google (App Store Terms)
2. You agree to any App Store Terms applicable to our Services, and we will not be liable for any loss or damage suffered by you in connection with such App Store Terms.
3. You acknowledge that the Services are dependent on software and hardware developed by third party providers such as Apple and Google. If following an update by such third party provider, the Services can no longer function as they did prior to the update, we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer as a result.
4. You agree that we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer from breaching any App Store Terms or conditions of another third party provider of similar services.

5. PAYMENT

5.1. TRIAL PERIOD

The Provider may from time to time offer a free trial period of the Solution (Free Trial Period). No payments will be due during any Free Trial Period and the Client’s first payment will be due immediately after the expiry of the Free Trial Period.

5.2. FEES

1. The Client must pay to the Provider fees in the amounts and at the times set out on the Website, or as otherwise set out in this agreement or agreed to in writing (Fees).
2. All Fees are paid in advance and non-refundable for change of mind.
3. Unless otherwise agreed in writing, the Fees are due and payable on a recurring basis for the duration of the Client’s Subscription, with the first payment being due on the first day of the Term (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Term thereafter.

5.3. AUTOMATIC RECURRING BILLING

Subject to clauses 5.4 and 5.5:

1. The Client’s Subscription will continue to renew on an automatic indefinite basis unless the Client notifies the Provider that they wish to cancel.
2. While the Client’s Subscription is maintained, the Client’s Fees will continue to be debited at the beginning of each Renewal Period from the payment method the Client nominated when they registered for an Account.
3. By signing up for a recurring Subscription, the Client acknowledges and agrees that the Subscription has an initial and recurring payment feature, and the Client accepts responsibility for all recurring charges prior to the Client’s cancellation of the Subscription.

5.4. GRACE PERIOD

If the Client fails to cancel the Subscription prior to a Renewal Period and the Client is charged recurring charges, the Client has up to 5 Business Days from the date of that renewal to cancel the Subscription by contacting the Provider through the Website (Grace Period). If the Client cancels the Subscription within the Grace Period, please contact the Provider via the Website to request a refund for any recurring fees charged to the Client during the Grace Period.

5.5. CHANGES TO SUBSCRIPTION FEES

We may, from time to time, change our Fees and provide the Client with 30 Business Days’ notice prior to the changes. During this time, the Client has the opportunity to cancel the Subscription with the Provider. If the Client does not cancel the Subscription before the new Fees take effect, the Grace Period in clause 5.4 will apply.

5.6. FAILURE TO PAY

Unless otherwise agreed, the Provider may, in its absolute discretion:some text

1. not provide any part of the Solution until the Client has paid any fees or deposit payable in respect of such Services; and
2. withhold delivery of any part of or all of the Solution until the Client has paid the Fees.

5.7. GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by the Provider, the Client must pay the GST subject to the Provider providing a tax invoice.

5.8. CARD SURCHARGES

The Provider reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

5.9. PAYMENT METHODS

We may use third-party payment providers (Payment Providers) to collect Fees. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider, which can be found https://stripe.com/au/legal/consumer, and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.

“Provider IP” means all materials owned or licensed by the Provider that is not Developed IP and any Intellectual Property Rights attaching to those materials.

6. INTELLECTUAL PROPERTY

6.1. CLIENT DATA

1. The Client grants to the Provider (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Data to the extent reasonably required to provide the Solution.
2. The Client:
   1. warrants that the Provider’s use of Client Data as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and 
   2. indemnifies the Provider from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

6.2. PROVIDER IP

1. Unless otherwise expressly agreed in writing, the Client will not under this agreement acquire Intellectual Property Rights in any the Provider IP or Developed IP. 
2. Any Developed IP will be solely and exclusively owned by the Provider and vest in the Provider immediately upon creation.
3. The Provider grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use the Provider IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Solution.

6.3. DEFINITIONS

For the purposes of this clause 6:

1. “Developed IP” means any materials produced by the Provider in the course of providing the Solution including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
2. “Provider IP” means all materials owned or licensed by the Provider that is not Developed IP and any Intellectual Property Rights attaching to those materials.

7. ACCREDITATIONS

Unless otherwise agreed in writing, the Provider retains the right to publicly disclose that it has provided the Solution to the Client and use the Client’s name, logos and other branding (acting reasonably) in the Provider’s portfolios and websites, and in other media for the purposes of recognition or professional advancement.

8. CONFIDENTIALITY AND RESTRAINT

8.1. CONFIDENTIALITY

1. information disclosed by a party to its subcontractors, employees or agents for the purposes of fulfilling its obligations under this agreement (Additional Disclosees).
2. Except as contemplated by this agreement, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent. 
   1. This clause does not apply to:some text
      1. information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence); 
      2. information required to be disclosed by any law; or
      3. information disclosed by a party to its subcontractors, employees or agents for the purposes of fulfilling its obligations under this agreement (Additional Disclosees).

8.2. RESTRAINT

For the duration of the Term and 1 year thereafter, the Client must not employ or engage (or be knowingly involved in another employing or engaging) any officers or employees of the Provider with which the Client had contact during the course of this agreement.

8.3. BREACH

If either party becomes aware of a suspected or actual breach of this clause 8 by that party or an Additional Disclosee, that party will promptly notify the other party upon discovery and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach.

9. PRIVACY

The Client agrees to the Provider collecting, using and disclosing personal information in accordance with its Privacy Policy, located https://www.hoogly.com/privacy-policy, which is incorporated into this agreement by reference and will be provided to Users for their review and consent before using the Solution. If the Client fails to seek express consent from the User(s) to the Provider’s Privacy Policy, it will be deemed as a material breach of this agreement.

10. DATA PROTECTION

1. The Provider will:some text
   1. establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Client Data; 
   2. not make any undocumented, unreported or authorised configuration changes to the Provider’s systems or to the information security controls that secure Client Data, if those changes would materially decrease the protections afforded to Client Data; and
   3. notify and keep the Client notified of changes to the Provider’s safety and security procedures and safeguards relating to Client Data that are made from time to time.
2. The Provider will notify the Client as soon as reasonably practicable after the Provider learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (collectively, Security Breaches).
3. The Provider will promptly investigate each potential, actual or suspected Security Breach and assist the Client and its Personnel in connection with any investigation that the Client may desire to conduct with respect to the Security Breach. 
4. The Provider will take all steps requested by the Client to limit, stop or otherwise remedy any potential, actual or suspected Security Breach.

11. WARRANTIES

11.1. SERVICE LIMITATIONS

While we will use our best endeavours to ensure the Solution is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

1. the Solution may have errors or defects;
2. the Solution may not be accessible at times;
3. messages sent through the Solution may not be delivered promptly, or delivered at all;
4. information you receive or supply through the Solution may not be secure or confidential; or
5. any information provided through the Solution may not be accurate or true.

11.2. CORRECTION OF DEFECTS

1. The Provider will correct any errors, bugs or defects in the Solution which arise during the Term, and which are notified to the Provider by the Client unless the errors, bugs or defects:some text
   1. result from the interaction of the Solution with any other solution or any computer hardware or services not approved in writing by the Provider;
   2. result from any misuse of the Solution; or
   3. result from the use of the Solution by the Client other than in accordance with this agreement or the Documentation.
2. The Client agrees to provide the Provider and its Personnel reasonable access to its premises, Personnel and IT systems to assist the Provider in correcting any defects in the Solution.

11.3. EXCLUSION OF OTHER WARRANTIES

1. To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded. 
2. Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

12. liability

12.1. LIMITATION OF LIABILITY

1. To the maximum extent permitted by law and subject to clause 13.1(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Solution is limited to the total Fees paid by the Client to the Provider in the 6 months preceding the date of the event giving rise to the relevant liability.
2. Clause 12.1 does not apply to the Client’s liability in respect of loss or damage sustained by us arising from the Client’s breach of:some text
   1. clauses 3.3 – Use of Solution; and clause 3.4 – Client Data;
   2. clause 6 – Intellectual Property;
   3. clause 8 – Confidentiality and Restraint; or
   4. clause 9 – Privacy.

12.2. CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or third-party reputational damage arising from the Client’s use of the goods or services, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:

1. in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

13. UPGRADES AND DOWNGRADES

1. The Client may notify the Provider that it would like to upgrade or downgrade its Subscription Tier at any time, and the Client must do so if the Number of Licensed Users changes such that the Client’s use of the Solution falls into a new Subscription Tier.
2. If the Client provides a notice under clause 14(a), or the Provider otherwise becomes aware that the Client’s use of the Solution has changed such that it falls into a new Subscription Tier, the Provider will:
   1. take reasonable steps to promptly provide the Client with access to the new Subscription Tier; and
   2. in the monthly billing cycle immediately following the month in which the Client’s access to the new Subscription Tier was provided (First Access Month):
      1. charge the Client the new, relevant Subscription Fee for that subsequent month (Second Access Month), and each subsequent month (subject to another notice or change under this clause 14); and
      2. if the Subscription Fee for the Second Access Month is higher than in the First Access Month, then the Provider will charge the Client the new, relevant Subscription Fee for the proportion of the First Access Month that the Client had access to the new Subscription Tier, on a pro rata basis.
3. For the avoidance of doubt, if the Client chooses to downgrade its Subscription Tier, the new Fees will kick in at the start of the next billing cycle, unless the Provider notifies the Client otherwise. The Provider generally does not pro-rate downgrades in between billing cycles, however the Provider reserves the right to do so from time to time.
4. These Terms will be taken to be amended in accordance with any changes agreed in accordance with this clause 14.

14. Termination

14.1. TERMINATION FOR CONVENIENCE

1. Either party may end this agreement for no reason, by providing notice to the other party.
2. This agreement will end 10 Business Days after the day the notice is sent (the End Date).
3. On the End Date, the Provider will provide an invoice to the Client for: some text
   1. any Fees for the Solution up to the End Date; and
   2. any pre-approved third party costs the Provider has incurred on the Client’s behalf up to the End Date.

(together, the Outstanding Amounts)

4. The Client will pay the Outstanding Amounts to the Provider within a further 10 Business Days after the End Date, unless otherwise agreed in a written payment plan between the parties.
5. Any pre-estimated losses in clause 14.1 will not limit or otherwise effect the Provider’s rights under this agreement, at law or otherwise in equity; the Provider’s losses resulting from the Client’s breach are likely to far exceed its losses resulting from termination for the Client’s convenience.

14.2. termination for breach

1. If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party.
2. The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.
3. The other party will have 10 Business Days (or longer, as per      the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).
4. After the Rectification Period, the Notifying Party will:some text
   1. if the Breach has been successfully rectified, notify the other party that the agreement will continue; or
   2. if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).
5. Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed. 
6. Any disputes regarding termination under this clause must be dealt with in accordance with clause 16. The indemnities, warranties and liability caps in clause 12 will apply to any disputes and resulting claims. 
7. Where the Notifying Party is the Provider and the Provider provides a Termination for Breach Notice, the Provider will provide along with such notice, an invoice for any Outstanding Amounts. The Client will pay the Outstanding Amounts to the Provider within 10 Business Days after the Termination for Breach Notice is provided, unless the parties otherwise agree in writing to a payment plan.

14.3. other consequences for termination

If this agreement ends, in addition to the specific consequences set out in clause 14.1 or 14.2 (as applicable), the parties will:

1. return all property and Confidential Information to the other party;
2. where applicable, the Client must remove the Software from all its computer systems;
3. comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation clauses 13 and 8; and
4. stop using any materials that are no longer owned by, or licensed to, them under clause 3.3 and 8.

14.4. DATA BACKUP

1. Upon termination or expiry of this agreement, the Provider may delete data and material associated with the Client, including Client Data, 3 months after the end of the Term. 
2. The Provider will not be able to recover any such data or content more than 14 days after the end of the Term, so it is recommended that the Client backs up anything important to it. 
3. The Provider will not be responsible to the Client, or any user, for, and The Provider expressly disclaims any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of this agreement and any loss of data.
4. This clause shall apply to the extent of any applicable laws or regulations that require the Provider to retain the Client Data.

15. if the parties have a dispute

1. If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.
2. The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).
3. The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.
4. If mediation does not resolve the issue, the parties must: some text
   1. if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and
   2. based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.
5. The parties will follow the binding outcome of arbitration (or other agreed mechanism).
6. Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
7. The process in this clause does not apply where a party requires an urgent injunction.

16. NOTICES

1. Any notices required to be sent under this agreement must be sent via email using the Provider’s email address or contact form as set out on the Website, and the Client’s email address provided on set up of the Account. 
2. If under clause 16(b), no email address is stated, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
3. The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

17. FORCE MAJEURE

1. A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
   1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
   2. strike or other industrial action;
   3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
   4. decision of a government authority in relation to COVID-19, or other epidemic or pandemic,

to the extent the occurrence affects the Affected Party’s ability to perform the obligation.

1. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:some text
   1. reasonable details of the Force Majeure Event; and
   2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
   2. Subject to compliance with clause 18(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
   3. The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

18. General

18.1. GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

18.2. AMENDMENTS

This agreement may only be amended in accordance with a written agreement between the parties.

18.3. WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

18.4. SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

18.5. JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

18.6. ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

18.7. COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

18.8. COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

18.9. ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

18.10. INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (gender) words indicating a gender includes the corresponding words of any other gender;
3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
9. (includes) the word “includes” and similar words in any form is not a word of limitation;
10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
11. (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed in writing.

19. DEFINITIONS

Service Level Agreement

1. SUPPORT SERVICES

1. The Provider will use its best endeavours to provide the Support in accordance with the Service Levels in Table 1 (Service Levels).

Table 1: Service Levels

2. Client acknowledgments

The Client acknowledges and agrees that:

1. Service Levels do not apply to any performance or availability issues arising from:
   1. factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centres, including at your site or between your site and our data centre);
   2. any information technology systems, hardware or software not provided by the Provider;
   3. the Client failing to implement and maintain the Dependencies;
   4. the Client utilising the Solution contrary to the Provider’s advice on utilisation of the Solution (including any policies or guidelines provided to the Client by the Provider or a Third Party Service);
   5. during or with respect to a preview, pre-release, beta test or trial versions of the Solution (including any particular feature);
   6. the Client or a User’s action or inaction to a reasonable request from the Provider in relation to an issue; or
   7. the Client or a User’s failure to maintain and following appropriate security practices,
2. the Provider cannot guarantee that all issues, problems or security threats will be identified;
3. final solution may differ from initial diagnosis;
4. priority levels are determined at the Provider’s sole discretion;

3. Downtime

1. Service Levels are indicative and if the Provider is not able to meet a Service Level set out in this clause, for any reason, the Client will not have any claim for delay and the the Provider will use its best endeavours to respond to or resolve the relevant issue as soon as possible; and
2. The Provider will use its best endeavours to provide the Client with 8 hours prior notice of any downtime.

SUPPORT SERVICE HOURS AND CONTACT METHODS

1. Unless otherwise set out in this Schedule 2, the Support Services will be available from 9am – 5pm on Business Days (Business Hours) in NSW, Australia.
2. All Response Times and Resolutions Targets do not include any time that falls outside a Business Hours.
3. Support Services can be accessed via the following methods:

End User Licence Agreement

Key Terms

1. APPLICABILITY AND DEEMED ACCEPTANCE

1. This End User Licence Agreement (“EULA”) applies to any End Users of Hoogly. You agree to, and will be deemed to have accepted, this EULA when you access Hoogly.
2. By accessing Hoogly, you subsequently consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this EULA.
3. If you do not accept this EULA, you must not access or use Hoogly.
4. This EULA commences on the date Hoogly is provided to you and will end when written notice is provided to you.
5. You will be provided a copy of the Provider’s Privacy Policy available at [insert hyperlink] which will require your consent before you use Hoogly. This Privacy Policy sets out how the Provider uses, stores, collects, handles and shares your personal and sensitive information.
6. Please be mindful of your use of Hoogly in accordance with any of the Licensee’s employment policies, terms and conditions, particularly around employee conduct and acceptable use of social media and/or technology. Hoogly will not be liable for any loss or damage because of End Users breaching any conditions of their employment through inappropriate use of our software.

2. USE OF LICENSED MATERIALS

2.1. GRANT OF LICENCE

1. You are granted a revocable, worldwide, royalty-free licence to use Hoogly for the Purpose.
2. You must only use the Licenced Materials:
   1. in accordance with the limitations of the Purpose;
   2. in a manner that is consistent and compliant with clause 2.2; and
   3. in compliance with any other restrictions notified to you in writing by the Licensee or the Provider from time to time.

2.2. RESTRICTIONS ON LICENCE AND ACCEPTABLE USE

Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or the Provider in their absolute discretion:

1. commercial secrets to Hoogly;
2. upload any harmful, discriminatory, defamatory, maliciously false implications, offensive,  explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to Hoogly;
3. upload any material that is owned or copyrighted by a third party;
4. make copies of Hoogly;
5. adapt, modify or tamper in any way with Hoogly;
6. remove or alter any copyright, trade mark or other notice on or forming part of Hoogly;
7. create derivative works from, translate or reproduce Hoogly;
8. sell, loan, transfer, sub-licence, hire or otherwise dispose of Hoogly to any third party;
9. decompile or reverse engineer Hoogly or any part of it, or otherwise attempt to derive its source code;
10. attempt to circumvent any technological protection mechanism or other security feature of Hoogly;
11. permit any person to use or access Hoogly;
12. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of Hoogly or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with Hoogly;
13. share your Hoogly account information with any other person and that any use of your account by any other person is strictly prohibited. You, must immediately notify the Provider of any unauthorised use of your account, password or email, or any other breach or potential breach of Hoogly’s security;
14. use Hoogly for any purpose other than for the purpose for which it was designed, such as not using Hoogly in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
15. act in any way that may harm the Provider’s reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or Hoogly.

2.3. LIMITATIONS OF SOLUTION

The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:

1. Hoogly will be free from errors or defects;
2. Hoogly will be accessible or available at all times; or
3. any information provided through Hoogly is accurate or true.

2.4. USE OF APP STORES

1. By using Hoogly, you acknowledge and agree that third party terms & conditions may apply for the use of app store providers such as Apple and Google (App Store Terms).
2. You agree to any App Store Terms applicable to Hoogly, and we will not be liable for any loss or damage suffered by you in connection with such App Store Terms.
3. You acknowledge that Hoogly is dependent on software and hardware developed by third party providers such as Apple and Google. If following an update by such third party provider, Hoogly can no longer function as they did prior to the update, we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer as a result.

2.5. USE OF ARTIFICIAL INTELLIGENCE (AI)

1. You acknowledge and agree that Hoogly may incorporate Artificial Intelligence (AI) functionalities. Due to the dynamic and evolving nature of AI systems, the Provider cannot guarantee absolute accuracy, performance, or outcomes of the AI features.
2. You understand that AI-driven functionalities within Hoogly are reliant on data accuracy, relevance, and quality. The Provider shall make reasonable efforts to ensure data integrity but shall not be held liable for inaccuracies, omissions, or errors in the data or the resulting AI-driven analyses or decisions.
3. You agree that the Provider will not be liable for any unforeseen outcomes, decisions, or actions resulting from the use of AI within Hoogly. You acknowledge that the Provider's responsibility is limited to the reasonable operation of the AI functionalities within the defined scope of Hoogly.
4. The Provider reserves the right to modify, enhance, or update the AI functionalities within Hoogly. Reasonable efforts will be made to notify you of significant changes that may impact the operation or results obtained through the AI features.
5. You agree not to rely solely on AI-driven results without human review or supervision.
6. You agree to use any AI functionality of Hoogly in accordance with this EULA.

3. ACCOUNT REGISTRATION

‍In order to use Hoogly, you will be required to sign up for an account (Hoogly Account).

When you register for a Hoogly Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.

You agree that you’re solely responsible for:

1. maintaining the confidentiality and security of your Hoogly Account information and your password; and
2. any activities and those of any third party that occur through your Hoogly Account, whether those activities have been authorised by you or not.

You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.

We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Hoogly Account information or your password.

4. YOUR CONTENT

4.1. TYPES OF CONTENT

As part of using Hoogly, you may be uploading images, voice, video content, information and materials you share with us, in your private network on Hoogly, or the public (including feedback, suggestions and enhancement requests), including by using the features of the app, sharing content via the app on social media or by contacting us, or when you register a Hoogly Account (Posted Materials).

You’re able to choose how you want to share your Posted Materials in your Hoogly network(s), and any personal or sensitive information will be handled in accordance with our Privacy Policy.

4.2. POSTED MATERIALS

By providing or posting any Posted Materials, you represent and warrant that:

1. you are authorised to provide the Posted Materials;
2. the Posted Materials are free from any harmful, discriminatory, defamatory or maliciously false implications and do not contain any offensive or explicit material;
3. the Posted Materials are not “passing off” of any product or service and does not constitute unfair competition;
4. the Posted Materials do not infringe any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement (Intellectual Property Rights);
5. the Posted Materials are accurate and true at the time they are provided;
6. any Posted Materials which are in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
7. the Posted Materials do not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and
8. the Posted Materials do not breach or infringe any applicable laws, regulations or orders.

4.3. POSTED MATERIALS – IP LICENCE

By uploading any Posted Materials, you grant to the Provider (and its agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for the Provider to use, exploit or otherwise enjoy the benefit of such Posted Material. However, this licence will not be granted in the circumstance where any Posted Material is intended for yourself, a private network on Hoogly, or where you expressly do not consent to your Posted Materials being shared and the Intellectual Property Rights will remain vested in the you (the End User).

4.4. REMOVAL OF POSTED MATERIALS

We don’t have any obligations to screen Posted Materials in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information, or under instruction from the Licensee on reasonable grounds.

4.5. MOOD CARDS

When you express your thoughts and feelings on Hoogly, you can generate a Mood Card (Mood Cards) It is totally your choice on how much you share and who you want to share your Mood Cards with on Hoogly. You are not obligated to share at all. You may elect to share this information with the following parties:

1. Your internal Hoogly network(s) that could be your immediate team members, or anyone in the wider company network;
2. Your employer/organisation (the Licensee) and/or their HR Teams – for insights on employee and team culture, behavioural insights and for support in the workplace (e.g. Employee Assistance Program or to bring to their attention a psychosocial hazard or injury);
3. The Provider and its employees, agents, contractors – for the benefit of enhancing the Hoogly platform and services.

Where you’ve shared your Mood Cards, these will be deemed as Posted Material.

4.6. DEIDENTIFIED INFORMATION FOR RESEARCH

The information we collect may have analytical, educational, or commercial value to us, or third parties for research purposes (e.g. our university research partners). From time to time, we may engage with research partners such as universities, colleges or other institutions for the purpose of research and insights gained from End User information. You consent to Hoogly’s right to share the information contained from any of your Posted Material to contribute to any such research, but only on the condition that the Provider does so on a deidentified, and anonymised basis.

5. OUR CONTENT

Unless we indicate otherwise, all materials used in Hoogly (including text, graphics, logos, icons, sound recordings and software) are subject to Intellectual Property Rights that are owned or licensed by us.You can only access and use these materials for the sole purpose of enabling you to Hoogly, except to the extent permitted by law or where you have received prior written approval from us.

6. THIRD PARTY CONTENT and LINKS

Hoogly may contain text, images, videos, data and other content provided by a third party (Third Party Content). We’re not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content.

Hoogly may also contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We do not endorse and are not responsible for Third Party Links and have no control over or rights in linked websites.

7. DISCLAIMERS

1. The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with the use of Hoogly.  
2. You must take your own precautions to ensure that the process which you employ for accessing Hoogly does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
3. To the maximum extent permitted by applicable law, we limit all liability to any user for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to Hoogly to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
4. You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of Hoogly or breach of this EULA (or both, as the case may be).
5. You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of Hoogly and indemnify the Provider for any such damage, loss or expense.
6. All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
   1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and
   2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
7. To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with Hoogly, this EULA or their subject matter.

8. TERMINATION

8.1. AUTOMATIC TERMINATION

This agreement will be automatically terminated, and your licence to Hoogly will be immediately revoked, if the Head Agreement expires or is terminated.

8.2. TERMINATION BY SERVICE PROVIDER OR LICENSEE

The Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:

1. you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
2. you commit, or the Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.

8.3. EFFECT OF EXPIRY OR TERMINATION

1. In the event of expiry or termination of this EULA, you must:
   1. immediately cease using Hoogly; and
   2. remove Hoogly from all materials in your care, custody or control that feature Hoogly, and, if Hoogly cannot be removed, then at the Provider’s option, return or destroy all such material.
2. Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

8.4. YOUR DATA ON TERMINATION

You are solely responsible for removing any information you store in Hoogly prior to termination of this agreement. The Provider will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.

9. GENERAL

9.1. GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

9.2. WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

9.3. FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

9.4. ASSIGNMENT

You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider’s prior consent.

9.5. ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.