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Our agreement with you

Welcome to ���ϴ����� by Employment Hero, nice to meet you! We’re excited for you to start your journey with us.

By using the Platform, including the Websites, you agree to these terms and conditions (the General Terms), any policies they link to and any specific terms and conditions that apply to additional products or services you use.

These General Terms are important. Please read them carefully and let us know if you have any questions. We’ve done our best to explain it all without using too much jargon, so it’s clear what we expect from you and what you can expect from us.

If you don’t agree with these General Terms, then you must not use the Platform.

You can see our previous terms & conditions here.

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1. Who ‘we’ are

1.1 When we say ‘���ϴ����� by Employment Hero’, ‘us’, ‘our’, or ‘we’ in these General Terms, we’re referring to ���ϴ����� Soft Inc. and its .

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2. Who ‘you’ are

2.1 When we say ‘you’ or ‘your’ in these General Terms, we’re referring to any of the following types of users and customers.

2.2 If we need to refer to a specific type of user or customer and not the other types, we use one of the terms below instead of ‘you’:

• User: any person that uses or accesses the Platform.
• Organization User: a User that is linked to an Organization’s account, including as an employee or account administrator. We may refer to Organization Users as just ‘Users’ in the Customer Agreement or our pricing page.
  
  • In the context of defining Users for billing purposes:
    
    • a billable User under any HR subscription is any employee, or admin with an ‘onboarding’, ‘active’, or ‘on leave’ status in the platform during the calendar month.
    • a billable User under any payroll subscription is an employee that has been assigned to the payroll module as a billable User.

• Organization: a business that uses or accesses the Platform.
• Paid Organization: an Organization that activates paid features of the Platform or that we provide other paid products or services to.
• Free Organization: an Organization that uses no charge features of the Platform only.
• Trial Organization: an Organization that is given temporary or trial access to paid features of the Platform.
• Reseller Organization: an Organization that has purchased access to the Platform through a reseller.

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3. Other defined words and rules for interpreting these General Terms

• When capitalised in these General Terms, words defined in bold or listed below have a specific meaning:

• Customer Agreement means, in respect of a Paid Organization, the written agreement between us and the Paid Organization relating to it and its Users’ use of the Platform, or any other agreement for products or services that include you and us.
• Platform means the Websites, mobile applications, services, included implementation services, content, Subscriptions, accounts, benefits and offers as available through or as described on the Websites, mobile applications, platform or agreed between you and us from time to time.
• Platform Terms means these General Terms, any Feature Specific Terms, the terms of your Customer Agreement and any other terms and conditions or policies that apply to your use of the Platform and any other products and services provided by us.
• Websites means the websites that we operate or provide any features of the Platform through.
• Intellectual Property Rights means all and any patents, trade marks, service marks, trade names, domain names, registered designs, unregistered design rights, copyright, know how, trade secrets and rights in confidential information, URLs and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same.
• Subscriptions means offering access to the Platform or certain features of it on a recurring paid subscription basis.
• Your Data means the data, information (including personal information or data) or content entered into or uploaded to the Platform by you or that you otherwise provide to us and, if you are an Organization, any such data, information or content provided by you or by your Organization Users.

• The following rules apply to interpreting these terms unless the context requires otherwise:

• headings in bold are for convenience only and do not affect the interpretation of these General Terms;
• references to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency as well as an individual;
• a reference to any legislation, regulations, binding directions issued by government agencies, mandatory codes of conduct, or similar, includes all delegated instruments made under them and any amendments, consolidations, replacements or re-enactments of any of them; and
• specifying anything in these General Terms after the words “like”, “include”, “for example” or similar expressions does not limit what else is included.

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4. Other terms and conditions that apply to the Platform

Depending on the type of account you have, and the features of the Platform you use, other terms and conditions may apply to you (collectively called Feature Specific Terms) including any additional terms that apply to features or products offered by us that you use, as notified to you and agreed by you before you access those features or products.��

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5. How our different terms apply (priority of terms)

5.1 If there is any inconsistency between your Customer Agreement, these General Terms and any Feature Specific Terms, then (to the extent of the inconsistency):

1. the terms of your Customer Agreement will take priority over these General Terms and any Feature Specific Terms that apply; and
2. in relation to the specific product or service that they govern only, the relevant Feature Specific Terms will take priority over these General Terms.

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6. Changes to the Platform and Platform Terms

6.1 From time to time, we may decide to make changes to the features or functionality of the Platform or change or replace any part of the Platform Terms by posting updated or amended terms to the Websites or otherwise notifying you of the changes in your account. Please check the Websites for changes.

6.2 Generally, we will give you reasonable notice of material changes to the Platform Terms that we determine may adversely affect your rights or your use of the Platform before they become effective, unless we need to make changes immediately for reasons we can’t reasonably control (like a legal requirement).

6.3 If the change to the Platform or the Platform Terms is unacceptable to you, you may stop using the Platform, cancel your Subscription or terminate your account in accordance with the Platform Terms. If you continue to use the Platform after any amended terms become effective, you agree to be bound by the amended terms.

6.4 If we decide to stop offering some features in the Platform or other services, we may terminate your access to such features or services by providing written notice to you. If you are not in breach of the Platform Terms, we will refund any prepaid fees that relate to the terminated features or services on a pro-rata basis.

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7. Your licence to use the Platform

7.1 By accepting the Platform Terms, you are granted a limited, non-exclusive and revocable licence to access and use the Platform until your account is terminated. If you are an Organization User, access to some features may be based on the Subscriptions and features that have been agreed with you or your Organization.

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8. User Accounts

8.1 Organization Users may create an account to access the Platform upon invitation from an admin of their Organization (a User Account).

8.2 Users may be able to request certain benefits through the Platform. Prices for such goods and services will be displayed at the point of purchase and Users will be responsible for any agreed purchases.

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9. Free Accounts for Organizations

9.1 We may offer some features of the Platform to Organizations for no charge at our sole discretion (a Free Organization Account).

9.2 We may vary which Platform features are available to Free Organization Accounts and terminate any inactive Free Organization Accounts at any time at our discretion, without liability to you.

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10. Trial Accounts for Organizations

10.1 We may offer trial access to the Platform to Organizations at our sole discretion (a Trial Organization Account).

10.2 We may provide access to and terminate Trial Organization Accounts at any time at our discretion, without liability to you.

10.3 If an Organization agrees that its Trial Organization Account will automatically convert to a Paid Organization Account at the end of an agreed trial period, then the Organization’s initial payment will be processed at the end of that trial period unless the Trial Organization Account is cancelled before the end of the trial period.

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11. Paid Organization Accounts

11.1 Pricing for paid Subscription access to the Platform by an Organization (a Paid Organization Account) is as set out on the Websites or in the Organization’s Customer Agreement (if applicable) (Subscription Fees).

11.2 By activating a Paid Organization Account or engaging us to provide you with any other paid products or services, you are agreeing to pay the Subscription Fees and any other applicable fees.

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12. Rules for using the Platform

12.1 When we refer to the Platform Rules in these General Terms, we’re referring to this clause.

12.2 When using the Platform, you:

• must:

• be 16 years old or over, and if any applicable law requires that you must be older for us to provide the Platform to you without parental consent (including processing Your Data), then you must be of the legally required age;
• make sure that any information you provide to us is complete, accurate and not misleading;
• only use, copy or distribute any information obtained through the Platform for your internal business purposes and not for the benefit of someone else, unless you obtain our prior written consent to do so;
• keep your usernames, passwords, and any other account login information secure. You will be responsible for the use of your login details;
• maintain adequate credential management practices like using strong and unique passwords; and
• own or have permission to provide Your Data (including any personal information contained in Your Data) to us or otherwise enter it into the Platform; and

• must not:

• undermine the security or integrity of our computing systems or networks;
• use our services in any way that might impair functionality or interfere with other people’s use;
• access any service or feature without permission;��
• misuse the Platform in a way that may harm any other person, including using our services for spam, fraud, or misleading activity;
• decompile, reverse engineer, disassemble, rent or sublicense anything on the Platform;
• develop, support or use software, scripts, robots or any other means or processes to scrape or otherwise copy information from the Platform in a way that breaches another Platform Rule or our Platform Terms;
• copy, distribute, modify or make derivative works of any of our content, content of another customer, or use any of our Intellectual Property Rights in a way not expressly permitted by us in writing;
• upload, transmit, distribute, or advertise any content that infringes the Intellectual Property Rights or privacy of any other person, or is false, misleading, defamatory, abusive, harmful, obscene, sexually explicit, or illegal;
• access any system without permission; or
• introduce or upload anything to our services that includes viruses or other malicious code.

3. As an Organization, in addition to the above:

• you must only use, copy, distribute or modify any template or standard form documents made available through the Platform (including employment agreements, workplace policies, performance and coaching reviews and surveys) for your internal business purposes, and obtain your own professional advice before using them;
• you are responsible for controlling which Users can access your account and each User’s level of access. We do not accept responsibility or liability for access to or use of Your Data by any of your Organization Users, or use of your Organization Users’ login details; and
• for so long as a User is connected to your account so that they become your Organization User, you are jointly responsible and liable for that User’s compliance with this clause.

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13. Invoicing and payment of Subscription Fees and other fees

13.1 A valid payment method and accurate billing information is required to process your Subscription Fee payment. By submitting such payment information, you authorise us to charge all fees incurred through your account to any such payment method. If you miss a payment, we may suspend your access to the Platform until payment is made.

13.2 If you have signed a Customer Agreement and any free periods have expired, we will invoice you on the monthly anniversary of the day after the start date of the agreement. Payment of your invoice will be automatically processed via the payment method provided within 14 days from the date on which we issue the invoice.

13.3 If you signed up through the Platform and any free periods have expired, we will invoice you on the monthly anniversary of the day after the start date of the agreement. Payment of your invoice will be automatically processed via the payment method provided within 14 days from the date on which we issue the invoice.

13.4 For any upgrade or downgrade in your plan or Subscription level, you will be invoiced for the new rate on your next billing cycle, provided that you have given us 30 days’ written notice. For the avoidance of doubt, you cannot downgrade your plan during your agreed Subscription Term.

13.5 Unless otherwise stated, all fees are exclusive of sales taxes (like GST) and any other applicable taxes and duties. You are responsible for paying us the amount of any such taxes or duties that apply.

13.6 From time to time, we may change the fees that apply to your use of the Platform or any other products or services we provide to you. We will follow the process in the ‘Changes to the Platform and Platform Terms’ clause for any such changes.

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14. Subscription Term and automatic renewal

14.1 Paid Organizations agree to pay the applicable Subscription Fees for the Subscription period that you agree with us (Subscription Term). You may agree to a minimum term with us. If you do, then you cannot cancel your Subscription before the end of that minimum term.

14.2 At the end of your Subscription Term, your Subscription will automatically renew for successive 1 month Subscription Term periods unless you cancel your Subscription at least 30 days before your next renewal date. As an example, if you were beyond any minimum Subscription Term agreed with us, this means that if you cancel your Subscription part of the way through one month, your Subscription Fee will be payable for the month in which you cancel and the following month. Your access to your Paid Organization account and features will remain until the end of the following month.

14.3 If you are a Paid Organization, you may cancel your Subscription by contacting us, in which case you will not be entitled to any credits or refunds in respect of any Subscription Fees you have already paid.

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15. Termination by you

15.1 You can stop using the Platform at any time. You can terminate your account and Subscription by contacting us if all of your outstanding payment or other obligations under the Platform Terms have been satisfied.

15.2 You may terminate your Subscription and this agreement at any time by written notice if:

1. we commit a material breach of any of the Platform Terms and do not remedy the breach within 14 days of receiving notice of the breach;
2. we commit a material breach of any of the Platform Terms and the breach cannot be remedied; or
3. our business becomes insolvent, goes into liquidation or has a receiver manager appointed over any of its assets, we become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

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16. Termination or suspension by us

16.1 We may terminate or suspend your access to the Platform, this agreement and your Customer Agreement (either in whole or in part) immediately by notice to you if you (and if you are an Organization, any of your Organization Users):

1. commit a material breach of any of the Platform Terms and do not remedy the breach within 14 days of receiving notice of the breach;
2. commit a material breach of any of the Platform Terms and the breach cannot be remedied;
3. fail to pay any fees to be paid under the Platform Terms;
4. infringe our Intellectual Property Rights; or
5. you or your business becomes insolvent, goes into liquidation or has a receiver manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

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17. Effect of suspension by us

17.1 If we suspend your use of the Platform for your breach under clause 16 of these General Terms:

1. we will continue to charge you for any fees (including Subscription Fees) during the suspension period and you must pay any outstanding fees before we resume providing access to the Platform; and
2. we will only resume your access to the Platform after you have cured the matter that caused the suspension to our reasonable satisfaction.

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18. Your Data on termination

18.1 You may access and download Your Data while you have an account with us. After your account has been terminated, we will have no obligation to store or provide access to Your Data or any parts of the Platform.

18.2 We may delete or remove any of Your Data stored on the Platform after from the date of termination to the extent such deletion is permitted by law. We will not be liable for any losses incurred directly or indirectly from the loss of Your Data after termination.

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19. Who owns Your Data

19.1 We do not own Your Data. You grant us a licence to use, copy, store, transmit, analyse, and back up Your Data, for the purpose of providing the Platform, related services and improvements to you, to carry out data analytics using de-identified aggregated data, to communicate with you about the Platform and our services and to send information that we think may be of interest to you.

19.2 The Organization will own Your Data including any personal information in Your Data relating to you and your current or former Organization Users.

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20. Data use and privacy

20.1 We take your privacy and data protection seriously. We will comply with all applicable data protection and privacy laws that apply to Your Data. In addition to these General Terms, our applicable Privacy Policy sets out in detail how we may collect, use and process personal information contained in Your Data.

20.2 By using the Platform you consent to our use of Your Data as described in our applicable Privacy Policy.

20.3 Our Data Processing Addendum (DPA) sets out your responsibilities (and ours) for processing of personal information contained in Your Data and you agree that where the DPA applies to you, you have read, understood and agreed to it.

20.4 You agree to comply with any reasonable data privacy and security policies and standards that apply to your use of the Platform that may be communicated to you from time to time.

20.5 You must have the right to upload or otherwise provide Your Data to us. If you enter or upload another person’s personal information, confidential information or intellectual property to the Platform, you are responsible for obtaining all consents or otherwise complying with any laws relating to the collection and use of the information in Your Data required to allow us to store and use Your Data to provide the Platform services and as permitted by the Platform Terms. If you are an Organization, you are responsible for your Organization Users complying with this clause.

20.6 We have no obligation to monitor Your Data. However, we may remove Your Data or suspend or terminate your access to the Platform if we consider in good faith that Your Data breaches the Platform Terms or any law or in response to a take-down request or allegation that Your Data breaches any other person’s rights. We are not liable for any losses you may incur if we take any actions permitted by this clause.

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21. Data breach notifications

21.1 In these General Terms, Data Breach means any actual or suspected misuse of or damage to, accidental or unauthorised access to, disclosure, processing or destruction of any personal information contained in Your Data.

21.2 If there is a Data Breach affecting Your Data, we will comply with our legal obligations to notify and assist you and to remediate the Data Breach under any data protection laws.

21.3 If you believe that there may have been a Data Breach impacting the Platform, you must notify us as soon as possible and in any event within 24 hours of you becoming aware of the Data Breach.

21.4 If a Data Breach happens, you:

1. must fully cooperate with us in investigating and remediating the Data Breach to prevent serious harm being caused to individuals using the Platform;
2. must not notify any regulator, individual outside of your Organization or other third party without our prior written consent unless such notification is required by law; and
3. agree that we have absolute discretion and are responsible for:
   
   1. assessing the level of harm potentially caused by the Data Breach, and assessing the likelihood of the risk of harm to affected individuals using the Platform;
   2. determining if notification is required under law to affected individuals outside of your Organization and any regulators;
   3. all correspondence and dealings with regulators and affected individuals outside of your Organization, including the form, content and timing of any notices;
   4. determining the remediation strategy; and
   5. the costs of any of the above activities.

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22. Intellectual Property Rights

22.1 We are the sole owner of the Platform, other than any open source software components in the Platform which are subject to their relevant open source licences and do not form part of the licence given to you by these General Terms.

22.2 All Intellectual Property Rights in the Platform, including copies, modifications, updates or new releases, vest with us or our licensors.

22.3 You assign to us any Intellectual Property Rights in suggestions, ideas, enhancement requests, or other feedback you provide to us relating to the Platform or any other services we provide.

22.4 Nothing in the Platform Terms creates an assignment or transfer of any kind of any of our Intellectual Property Rights to you.

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23. Confidentiality

23.1 In these General Terms, Confidential Information of a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information that is in the public domain other than through a breach of confidence.

23.2 While using the Platform you may share Confidential Information with us, and you may become aware of Confidential Information about us. We refer to the party (you or us) that is receiving Confidential Information as the Recipient in this clause.

23.3 You and we acknowledge that a breach of this clause may cause irreparable harm for which damages may not be an adequate remedy. The party whose Confidential Information may be disclosed as part of any breach of this clause may seek injunctive relief against the other party or to compel specific performance in addition to any other remedies available at law.

23.4 The Recipient agrees that it must keep confidential and not disclose to any third party Confidential Information of the other party and to take reasonable steps to protect the other party’s Confidential Information from being accessed by unauthorised third parties, with the exception that a Recipient may disclose such Confidential Information to:

1. a third party with the prior written consent of the party that owns the Confidential Information (where the consent given may be conditional);
2. the Recipient or its affiliates’ officers, agents, professional advisors, employees, contractors, subcontractors auditors and insurers, provided that these recipients are subject to confidentiality obligations at least as stringent as this clause; or
3. a governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal or agency where the Recipient is required to do so, provided that it uses commercially reasonable efforts to give the other party written notice before the disclosure (if notifying the other party is permitted by law).

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24. Disclaimer of warranties

24.1 Except as required under applicable law, the Platform, any Third Party Services contained in it and any other services we provide to you are provided on an ‘as is’ and ‘as available’ basis.

24.2 To the maximum extent permitted by law, we exclude all express or implied warranties, guarantees and representations including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.

24.3 Where there are any non-excludable warranties, guarantees or other rights provided by law (including under the Australian Consumer Law), these still apply. The Platform Terms do not exclude, restrict or modify them. Our liability for breach of any such non-excludable warranty, guarantee or other right is limited to (at our option) either replacing or paying the cost of replacing the relevant service (unless the law requires otherwise).

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25. Your indemnity to us

25.1 You indemnify us, each of our directors, officers, employees, agents and licensors against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with:

1. your breach of clause 20.5; or
2. any third-party claims against us relating to your (and if you are an Organization, your Organization Users’) use of the Platform, Your Data or any Third-Party Services (except where we breach the Platform Terms or where we are negligent).

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26. Our indemnity to you

26.1 Subject to the remainder of this clause, we will defend you against any claims made by a third party that the Platform and any content or services provided through the Platform that you use under the Platform Terms infringes that third party’s Intellectual Property Rights (Infringement Claim). This indemnity will only apply where you notify us promptly of any such Infringement Claims, give us sole control over the defence and settlement of the Infringement Claims, and provide reasonable assistance to us in defending the Infringement Claim. This indemnity is limited to:

1. the amount paid by you to the third party based on a settlement (agreed by us) or final court judgement; and
2. reasonable legal and other out-of-pocket expenses that you incur in providing the assistance referred to above.

26.2 If we reasonably believe that an Infringement Claim under this clause may bar your use of the Platform, we will either obtain the right to keep using the Platform, or modify or replace the Platform or any particular feature with a functional equivalent. If either of these options would cause unreasonable costs to us, we may terminate your right to use the infringing Platform content or service and we will reimburse the corresponding proportion of prepaid subscription fees for the terminated Platform content or service on a pro-rata basis.

26.3 We are not liable to you under this clause if the Infringement Claim results from:

1. use of the Platform in violation of the Platform Terms or against our written instructions;
2. alteration of the Platform service or content by you (or if you are an Organization, your Organization Users) where this is not authorised by us in writing;
3. our compliance with your (or if you are an Organization, your Organization User’s) express written instructions; or
4. use of the Platform in combination with any product or service that is not provided by us or is not a Third Party Service, if the EH Platform would not cause the infringement without such combination.

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27. Excluded liability

27.1 Subject to clause 29 and to the maximum extent permitted by law, in no event will any party be liable to the other party for any:

1. loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense;
2. delay or failure to perform its obligations under the Platform Terms (except for an obligation to pay fees) due to events that are beyond its reasonable control, including failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics; or
3. loss, damage or cost incurred by the other party in connection with a breach by the other party of the Platform Terms, or any other applicable terms and conditions.

27.1 To the maximum extent permitted by law, we will not be liable to you or any third party in connection with these General Terms in any way for:

1. loss or corruption of Your Data caused in any way other than by our wilful misconduct or gross negligence, although in these circumstances we will take reasonable steps to attempt to recover Your Data from our available backups; or
2. for any acts or omissions of a third party provider or their Third Party Services, including those providing implementation services.

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28. Limitation on liability that is not excluded

28.1 Subject to clause 29 and to the maximum extent permitted by law, the total cumulative liability of each party for all loss, damage, cost or expenses (including legal costs) suffered by the other party for all claims of any kind in connection with these General Terms, that is not otherwise excluded under clause 27, is limited, in aggregate total, to:

1. if you are a Paid Organization, the Subscription Fees paid or payable by you to us in the 12 months immediately before the date the claim arose; or
2. if you are not a Paid Organization, CAD $100.

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29. When the exclusions and limitations on liability won’t apply

The exclusion of liability under clauses 27 and 28 do not apply to liabilities arising out of your indemnification obligations under these General Terms or your breach of the Platform Rules.

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30. Limitations on liability apply to our affiliates

You acknowledge that the limitations and exclusions of liability contained in the Platform Terms apply equally and cumulatively to us and our affiliates, including but not limited to parent, subsidiary and related entities and their officers, directors, employees and agents. Any references to our limitation of liability under clause 27 and 28 are deemed to include our affiliates to the fullest extent permitted by law.

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31. Disclaimer about content on the Platform and professional advice

31.1 We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the content contained on the Platform for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

31.2 No part of the Platform is intended to provide you with professional advice. We may provide you with information that we think is helpful to you or provide you with tools to assist with compliance, as part of the Platform or otherwise, but these should not be seen as a substitute for professional advice, and we will not be liable for your use of the information or tools in that way. You are responsible for complying with the laws and other requirements that apply to your business and you should obtain separate professional advice where required.

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32. Our AI Services

You agree and acknowledge that the Platform may include products and services that incorporate artificial intelligence, machine learning and large language models (AI Services) and that these services are subject to ongoing development and optimization. If we incorporate AI Services, we will let you know about it and ensure that your engagement with these services are transparent.

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33. Additional services, new products and account upgrades

33.1 We may agree with you to provide additional products or services related to the Platform including implementation services, data cleansing services, advisory services, development of template documents or employee services. Such services will be subject to the Platform Terms and any additional terms that are notified to you before we provide the services.

33.2 We’re always looking to expand and improve the Platform to provide you with new or updated features. We will notify you of any Feature Specific Terms for these new features before you start using them.

33.3 Fees payable by you for any such additional products and services we provide will be set out in your Customer Agreement or otherwise in the Feature Specific Terms for that product or service.

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34. Beta, pre-release and trial features

34.1 We may make trial, pre-release or beta versions of new products or services available to you. Your use of these will be subject to any additional terms that we specify from time to time.

34.2 You agree that pre-release and beta products or services may be inoperable or incomplete, and may contain errors or bugs, and that you use any pre-release or beta versions of products or services at your own risk.

34.3 You also agree that we may terminate your access to trial, pre-release or beta features at our discretion without liability to you.

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35. Third party services

35.1 Some of the products and services available through the Platform are provided by third party providers (Third Party Services).

35.2 Your use of any Third Party Service is at your discretion, and is subject to any additional terms and conditions that apply to that Third Party Service. You are responsible for reviewing and agreeing to such third party terms and conditions including how the Third Party Service may use Your Data. If you do not agree to the terms and conditions that apply to a Third Party Service, then we may suspend or cancel your account or limit the relevant functionality.

35.3 Unless we otherwise specifically state, we do not endorse or make any warranties or representations about any Third Party Services.

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36. Reseller Organizations

36.1 If you are a Reseller Organization, then you must comply with the Platform Terms that apply to you as well as any terms in your reseller’s agreement. Resellers are not authorised to make promises or warranties on our behalf, and to the extent permitted by law, we are not bound by any obligations to you other than those specified in the applicable Platform Terms.

36.2 Reseller Organizations are supported and their accounts are managed by their reseller. Resellers can support and assist Reseller Organizations with the Platform.

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37. General

37.1 Publicity rights: We may refer to Organizations as a customer of ours on the Websites or in our promotional materials. You may ask that we stop doing this by submitting a support request . It may take up to 30 days to process your request.

37.2 Notices: Any notices to us under the Platform Terms must be sent via a support request . We may send legal notices to you by email to the email address you have provided to us or through the notification functionality in the Platform.

37.3 Assignment and transfer: The rights given to you under the Platform Terms are personal and must not be assigned or transferred without our prior written consent. In your case, we will not unreasonably refuse our consent if the assignee agrees to be bound by the Platform Terms and we do not consider them to be a financial or other risk. You agree that we may assign, novate or otherwise transfer our rights and obligations under the Platform Terms (in whole or in part) by notice to you without your further consent.

37.4 Independent parties: We are independent contractors. Unless the parties explicitly agree in writing otherwise, nothing in the Platform Terms are to be interpreted as forming a partnership, joint venture, franchise, agency, fiduciary or employment relationship between us and you, or as forming any other type of legal association that would give you the right, power or authority to bind or create any duty or obligation of ours.

37.5 Survival of terms: Any terms that by their nature should continue to apply after termination of the Platform Terms will continue to apply.

37.6 Governing law and jurisdiction: These Platform Terms will be governed by the laws of the Province of Ontario, and the federal laws of Canada, and the parties will be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario.

37.7 Complaints and disputes: If you have any concerns or complaints about us or the Platform, please contact us by submitting a support request . If you and we have a dispute or claim arising out of related to the Platform Terms or the Platform, the disputing parties must consult and negotiate in good faith to resolve the matter. If they are not able to reach a settlement within 60 days, then either party may commence legal proceedings.

37.8 Severability: If any part or provision of the Platform 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. The remainder of the Platform Terms will be binding on the parties.

37.9 Jurisdiction specific terms: Laws may apply to you (or if you are an Organization, your Organization Users) or to us as a result of your specific location. If this is the case, and if those laws are inconsistent with any part of the Platform Terms, those laws will prevail to the extent of the inconsistency.