Effective [11 November 2022]

AGREEMENT

1.1 Terms of Use

(a) The:

(i) terms and conditions set out in this document; and

(ii) any other referenced policies and attachments together, comprise the agreement (“Terms of Use”) between RMGT Corp Pty Ltd (ACN 648 089 749) (“Sweezy”, “we”, “us” or “our”) and you (“Customer”, “you”).

1.2 Acceptance

(a) By using the website located at www.sweezy.com.au (“Website”) and/or “Sweezy” smart phone application (“App”) (together, “the Software”), you agree that you have read and agree to be bound by these Terms of Use.

(b) If you do not unconditionally agree to all the terms and conditions of the Terms of Use, you have no right to use the Software.

(c) Your use of the Software is expressly conditioned upon your assent to all the terms and conditions of the Terms of Use, to the exclusion of all other terms.

1.3 Authority

(a) You represent and warrant to us that:

(i) you have the legal capacity to accept these Terms of Use;

(ii) all registration information you submit to us is accurate and truthful; and

(iii) you will maintain the accuracy of your registration information.

(b) You also certify that you are legally permitted to use and access the Software and take full responsibility for the selection and use of and access to the Software.

1.4 Amendment

(a) We reserve the right, in our sole discretion, to modify the Terms of Use at any time by sending you a notice via email.

(b) Any changes to the Terms of Use take immediate effect from the date of their publication.

(c) You are responsible for reviewing and becoming familiar with any such modifications.

(d) Your use of the Software following such notification constitutes your acceptance of the terms and conditions of the Terms of Use as modified.

THE SOFTWARE

2.1 Overview of functionality

(a) The Software is an employment platform that allows organisations looking to hire staff (“Hirers”) to connect with job seekers (“Job Seekers”).

(b) Hirers can:

(i) create a profile for their organisation; and

(ii) post details of roles available within their organisation; and

(iii) record and submit videos description of the roles.

(c) Job Seekers can:

(i) create a profile for themselves; and

(ii) record and submit video applications to Hirers for particular roles.

2.2 Access

(a) Whilst we take all reasonable steps to minimise any delays and interruptions to your use of our Software, we cannot warrant that our Software will be available at all times or at any given time.

(b) We are not responsible for any delays or interruptions which affect your ability to use our Software.

(c) We may, at any time and without notice, discontinue our Software, and we are not responsible for any loss, cost, damage or liability which may result from such discontinuance.

REGISTRATION

3.1 Account

(a) In order to access the Software, you must first register an account (“Account”').

(b) You warrant that any information you give to us in the course of completing the registration process will always be accurate, correct and up to date.

(c) Once you have completed the registration process, you will be a registered user of the Software (“User”) and agree to be bound by the Terms of Use.

3.2 Subscription

(a) Each User will be registered as either a Hirer or a Job Seeker.

(b) As part of their registration, each Hirer will need to purchase a subscription through the Software (“Subscription”) and pay the applicable fee for the selected Subscription (“Subscription Fee”).

(c) A Hirer will have access to use the Software until the subscription period expires (“Subscription Period”).

PAYMENT

4.1 Payment

(a) Where the option is given to you, you may make payment of the Subscription Fee by way of credit card.

(b) All payments made in the course of your use of the Software are made using Stripe. In using the Software, or when making any payment in relation to your use of the Software, you warrant that you have read, understood and agree to be bound by the Stripe terms and conditions which are available on their website.

(c) You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.

(d) You agree and acknowledge that we can vary the Subscription Fee by providing you notice via email and that the varied Subscription Fee will come into effect on the date specified in that email.

4.2 Refund

(a) We will only provide you with a refund of the Subscription Fee in the event we are unable to continue to provide the Software. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by you (the 'Refund').

INTELLECTUAL PROPERTY RIGHTS

5.1 Reservation of rights

(a) All right, title and interest in and to the Software (and any modifications, customisations, configurations and derivative works of the Software) worldwide are our exclusive property.

(b) All such rights in and to the Software not expressly granted to you under clause 6.2 are reserved by us and our licensors.

5.2 Limited Licence

(a) We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Software to the extent permitted by the Terms of Use to perform the functions described in these Terms of Use.

(b) The licence under clause 6.2(a) will remain in effect until the Terms of Use expires or is terminated by you or by us, except where we suspend your access to the Software as described in the Terms of Use.

(c) The licence under clause 6.2(a) does not grant you any ownership rights nor any other right or licence of any kind except as expressly set out above including, without limitation, any right to obtain possession of any source code, data or other technical materials in relation to the Software), in respect of any of the Software or the Intellectual Property Rights or proprietary information belonging to us or our licensors, including without limitation where they form part of the Software.

5.3 Remedies

(a) Should the Software become, or in our opinion is likely to become, the subject of a claim of infringement, we may, at our option:

(i) obtain the right for you to continue using the Software;

(ii) replace or modify the Software so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or

(iii) if neither of the foregoing options is commercially reasonable, terminate the access and use of the Software.

(b) Upon termination under 6.3(a)(iii), you shall cease accessing the Software.

5.4 Third Party Terms

(a) The Software may contain third party software that requires notices and/or additional terms and conditions (Third-Party Terms).

(b) By accepting the Terms of Use, you are taken to have accepted these Third-Party Terms (if any).

5.5 Suggestions regarding the Software

(a) All suggestions, solutions, improvements, corrections, and other contributions provided by you regarding the Software or other materials provided to you will be owned by us, and you hereby agree to assign any such rights to us.

PRIVACY

6.1 Privacy Policy

(a) You agree and consent to our handling of Personal Information in accordance with our Privacy Policy.

(b) We may change our Privacy Policy at any time by giving notice to you.

OBLIGATIONS, USER CONTENT AND PROHIBITED CONDUCT

7.1 Obligations

(a) You acknowledge and agree that:

(i) you will use the Software only for purposes that are permitted by:

(A) the Terms of Use; and

(B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(ii) you have the sole responsibility for protecting the confidentiality of your Account password;

(iii) any use of your Account by any other person, or third parties, is strictly prohibited;

(iv) you agree to immediately notify us of any unauthorised use of your Account or any breach of security of which you have become aware;

(v) access and use of the Software is limited, non-transferable and allows for the sole use of the Software by you;

(vi) you will not use the Software in connection with any commercial endeavours except those contemplated by these Terms of Use or that are endorsed or approved by us;

(vii) you will not use the Software for any illegal and/or unauthorised use which includes collecting email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Software; and

(viii) you acknowledge and agree that any automated use of the Software or is prohibited.

7.2 User Content

(a) You are solely responsible for any data and materials you input into the Software (“User Content”).

(b) When you post User Content on our Software:

(i) you warrant that you have all necessary rights and/or necessary consents to post the User Content;

(ii) you grant us a non-exclusive, worldwide, irrevocable (for the term of the Terms of Use) licence to handle and process your User Content for the purposes of providing you with the Software and for all other purposes described in the Terms of Use and our Privacy Policy.

(c) You agree that we are permitted to run data analytics on your User Content for the purposes of supporting the provision and development of the Software and machine learning.

7.3 Prohibited conduct

(a) You must not:

(i) use the Software for any activities, or post or transmit any material from the Software:

(A) unless you hold all necessary rights, licences and consents to do so;

(B) that infringes the intellectual property or other rights of any person;

(C) that would cause you or us to breach any law, regulation, rule, code or other legal obligation;

(D) that defames, harasses, threatens, menaces or offends any person;

(E) that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy; or

(F) that would bring us, or our Software, into disrepute;

(ii) use our Software to transmit, distribute, post or submit any information concerning any other person or entity without their permission (including without limitation photographs, personal contact information or credit card details);

(iii) use our Software to send unsolicited messages to other users;

(iv) perform any acts which would damage, interfere with or inhibit the use of our Software;

(v) use or attempt to use any engines, software, tools, or other mechanisms (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search our Website other than the commonly recognised search engine and agents and other generally available third- party web browsers;

(vi) attempt to decipher, decompile, disassemble or reverse engineer any of the code or software comprising in or in any way making up a part of our Software;

(vii) engage in any screen scraping or data acquisition and consolidation;

(viii) alter or modify, or attempt to alter or modify, any of the code or material on our Software;

(ix) cause any of the material on our Software to be framed or embedded in another website;

(x) create derivative works from the contents of our Software; or

(xi) advocate, encourage or assist any third party in doing any of the foregoing.

(b) We reserve the right to amend or delete any and all of your User Content and to block you from our Software if we believe that you have violated these Terms of Use.

TERM AND TERMINATION

8.1 Term

(a) This Terms of Use will continue to apply until terminated by either you or by us as set out below.

8.2 Termination by us

(a) WE may at any time, terminate the Terms of Use with you if:

(i) you have breached any provision of the Terms of Use or intend to breach any provision;

(ii) we are required to do so by law; or

(iii) the provision of the Software to you by us is, in our opinion, no longer commercially viable.

(b) Subject to local applicable laws, we reserve the right to discontinue or cancel your Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Software without notice if you breach any provision of the Terms of Use or any applicable law or if your conduct impacts our name or reputation or violates the rights of those of another party.

8.3 Termination by you

(a) The Terms of Use may be terminated by you by cancellation of your Account. Such termination will take effect immediately.

8.4 Effect of termination

(a) Upon termination of the Terms of Use:

(i) you will no longer access the Software and you will not circumvent any security mechanisms contained therein; and

(ii) we will have no obligation to maintain or provide any of your User Content, and may, unless legally prohibited, delete all your User Content in our possession or control.

8.5 Other remedies

(a) Termination of the Terms of Use will not limit either party from pursuing other remedies available to it, including injunctive relief.

LIABILITY

9.1 Warranties

(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

(b) Subject to this clause, and to the extent permitted by law:

(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

(ii) we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

(c) Use of the Software is at your own risk. The Software is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Sweezy make any express or implied representation or warranty about the Software. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(ii) the accuracy, suitability or currency of any information on the Software; and

(iii) costs incurred as a result of you using the Software.

9.2 Limitation of Liability

(a) To the maximum extent permitted by law, our maximum Liability arising out of or in connection with the Software or this Terms of Use, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Software to you.

(b) To the maximum extent permitted by law, we exclude all Liability arising out of or in connection with your access to or use of Beta Version Software.

(c) You expressly understand and agree that Sweezy, its affiliates, employees, agents, contributors and licensors will have no Liability to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This will include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

(d) Our Liability to you under or in connection with the Terms of Use or its subject matter is reduced to the extent that your acts or omissions, or those of a third party, contribute to or cause such Liability.

(e) We are not responsible for delays, disruptions or other faults in the Software caused by factors beyond our reasonable control, including but not limited to problems with the public internet or your computer systems, the acts and omissions of third parties, acts of God such as fires, storms, floods, earthquakes, or changes to laws or government actions.

INDEMNIFICATION

10.1 Your indemnity to us

(a) You agree to defend, indemnify, and hold us and our officers, directors, employees, consultants, and agents harmless from and against any and all Liability incurred in connection with any Claim arising from or relating to:

(i) your breach of these Terms of Use;

(ii) any loss or damage sustained or incurred by you (including Consequential Loss) arising from your access to or use of Beta Version Software, even if it was reasonably foreseeable, arose naturally, or was contemplated by the parties in relation to the events giving rise to that Liability;

(iii) your use of the Software in violation of any applicable law; or

(iv) your User Content, including but not limited to any Claim that your User Content infringes the Intellectual Property Rights of a third party.

(b) The indemnity in clause 10.1(a) will survive termination of these Terms of Use.

DISPUTE RESOLUTION

11.1 Dispute Resolution Process

(a) If a dispute arises under the Terms of Use, either party may at any time give written notice to the other, requesting that a meeting take place to seek to resolve the dispute.

(b) Nominated representatives of the parties must meet within seven days of the notice and endeavour to resolve the dispute in good faith.

(c) If the meeting referred to in clause 11.1(b) does not take place within the required timeframe, or the dispute is not resolved within 7 days after the parties first meet, then either party may refer the matter for mediation and a mediator appointed in accordance with clause 11.2 and 11.3.

11.2 Mediation

(a) The parties must take the steps set out in this clause 10.1(b), before either may commence court proceedings other than an interlocutory application.

11.3 Rules

(a) If a party refers a dispute to mediation the mediation will be administered by the Australian Commercial Disputes Centre (“ACDC”) and will be conducted in accordance with the ACDC Mediation Guidelines which set out the procedures to be adopted, the process of selection of the mediator and the costs involved and the terms of those Guidelines are incorporated into this document.

(b) If the mediation has not commenced within thirty (30) days after a party referred the dispute to mediation, or the dispute remains unresolved thirty (30) days after the appointment of the mediator, either party may pursue its rights at law.

11.4 Continuing performance

(a) During a dispute, each party must continue to perform its obligations under the Terms of Use.

(b) This clause 10.1(b) does not restrict or limit the right of either party to terminate the Terms of Use where the Terms of Use provides such right.

11.5 Costs

(a) Each party must bear its own costs in connection with the mediation and must share the fees and expenses of the mediator and mediation process equally, including any fees and expenses associated with the appointment of the mediator.

MISCELLANEOUS

12.1 Governing law and jurisdiction

(a) The Terms of Use will be governed by the laws of New South Wales, Australia.

(b) Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms of Use and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms of Use shall be binding to the benefit of the parties hereto and their successors and assigns.

12.2 Entire agreement

(a) The Terms of Use constitutes the entire agreement between you and us in connection with the Software and will supersede all previous communications (either oral or written) between you and us with respect to the subject matter of the Terms of Use.

12.3 No waiver

(a) A right may only be waived in writing, signed by the party giving the waiver, and:

(i) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;

(ii) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and

(iii) the exercise of a right does not prevent any further exercise of that right or of any other right.

12.4 Severability

(a) Any part of the Terms of Use that is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of the Terms of Use is not affected.

12.5 Survival

(a) The provisions of the Terms of Use that by their nature survive termination or expiry of the Terms of Use will do so.

DEFINITIONS AND INTERPRETATION

13.1 Definitions

For the purposes of the Terms of Use:

(a) Account has the meaning given in clause 3.1(a);

(b) App means the “Sweezy” smart phone app as further described in these Terms of Use.

(c) Arbitration Rules has the meaning given in clause 11.1.

(d) Beta Version Software means a version of the Software which we have notified to you is:

(i) a beta version of the Software; or

(ii) a version of the Software that is subject to further testing by us.

(e) Claim means any claim, action, proceeding or demand.

(f) Content means any video or other content which is delivered via the App;

(g) Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world, whether conferred by statute, common law or in equity.

(h) Liability means all claims, demands, actions, proceedings, losses, damages, (including loss and damage to property), fines, penalties, costs, expenses (including legal fees on an indemnity basis) and other liabilities, whether arising in contract, tort (including negligence), equity, under statute or on any other legal basis.

(i) Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth);

(j) Privacy Policy means our privacy policy, available at http://www.sweezy.com.au/privacy

(k) Software means the App and Website;

(l) Terms of Use has the meaning given in clause 1.1;

(m) User has the meaning given in clause 3.1(c);

(n) User Content has the meaning given in clause 7.2;

(o) Website has the meaning given in clause 1.2(a).