GoodHuman Terms of Use

These GoodHuman for Business Terms of Service (the “Business Terms”) describes your rights and responsibilities when using our GoodHuman for Business online platform (the “Services”). Please read them carefully. If you are the Business (defined below), these Business Terms govern your access and use of our Services. If you are invited to a workspace set up by the Business, the Business User Terms of Service (the “Business User Terms”) govern your access and use of the Services.

First Things First

These “Business Terms” form a Part of a Binding “Contract”

‍These Business Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between the Business and us. “We”, “our” and “us” refers to Good Human Pty Ltd (ACN 624 884 224).

Your Agreement on Behalf of the “Business”‍

If you purchase subscription(s), create a GoodHuman for Business account (i.e., a digital space where a group of users may access the Services), invite users to that GoodHuman for Business account, or use or allow use of that GoodHuman for Business account after being notified of a change to these Business Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of the Business. Please make sure you have the necessary authority to enter into the Contract on behalf of the Business before proceeding.

Business Choices and Instructions

Who is the “Business”?

The “Business” is the organisation that you represent in agreeing to the Contract.

Signing Up Using a Corporate Email Domain

If you signed up for a plan using your corporate email domain, your organisation is the Business and the Business can modify and re-assign roles on your GoodHuman for Business account (including your role) and otherwise exercise its rights under the Contract. If the Business elects to replace you as the representative with ultimate authority for the GoodHuman for Business account, we will provide you with notice following such election and you agree to take any actions reasonable requested by us or the Business to facilitate the transfer of authority to a new representative of the Business.

What This Means for the Business – and for Us

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

The Business will (a) inform Authorised Users of all Business policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Business Data; and (b) ensure the transfer and processing of Business Data under the Contract is lawful.

Ordering Subscriptions

A subscription allows an Authorised User to access the Services. No matter the role, a subscription is required for each Authorised User. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between the Business and us (each an “Order Form”). Each Authorised User must agree to the Business User Terms to activate their subscription. Subscriptions commence when we make them available to the Business and continue for the term specified in the Services “check-out” interface or in the Order Form, as applicable. Each subscription is for a single Authorised User for a specified term and is personal to that Authorised User. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, the Business may purchase more subscriptions at the same price stated in the Order Form and all will terminate on the same date.

Purchasing Decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent but do not rely on them when making a purchase. If the Business decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Choosing to be a Beta Tester

Occasionally we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release”, or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is”, and any warranties or contractual commitments we make for other Services do not apply. Should the Business encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

Feedback is Welcome

The more suggestions we receive, the better the Services become. If the Business sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so the Business grants us (for itself and all of its Authorised Users and other personnel from the Business) an unlimited, irrevocable, perpetual, sublicensable, transferable royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to the Business, any Authorised User or other personnel from the Business. If we choose not to implement the suggestion, please don’t take it personally, we appreciate all suggestions.

Non-GoodHuman Products

Our Services include a platform that third parties may use to develop applications and software that complement the Business’s use of the Services (each, a “Non-GoodHuman Product”). These are not our services so we do not warrant or support non-GoodHuman products and ultimately, the Business (and not Us) will decide whether or not to enable them. Any use of a non-GoodHuman product is solely between the Business and the applicable third-party provider.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our website and products. We are governed in accordance with the Privacy Act 1988 (Cth).

Business and Authorised Users

Use of the Services

The Business must comply with the Contract and ensure that its Authorised Users comply with the Contract and the Business User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Business Data or the way the Business or its Authorised Users choose to use the Services to store or process any Business Data. The Services are not intended for and should not be used by anyone under the age of 16. The Business must ensure that all Authorised Users are over 16 years old. The Business is solely responsible for providing high speed internet service for itself and its Authorised Users to access and use the Services.

Our Removal Rights

If we believe that there is a violation of the Contract that can simply be remedied by the Business’s removal of certain Business Data or the Business’s disabling of a Non-GoodHuman Product, we will, in most cases, ask the Business to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if the Business does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties.

Payment Obligations

Payment Terms

For the Business that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) (the “Subscription Fees”) – and must be paid in advance. The Business hereby authorises us, either directly or through our payment processing service, to charge such Subscription Fees via the Business’ selected payment method, upon due date. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. If we agree to invoice the Business by email, full payment must be received within fourteen (14) days from the invoice date. Fees are stated exclusive of any taxes such as GST. The Business will be responsible for paying all taxes associated with its purchases.

Suspension for Non-Payment

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

Our Responsibilities

Providing the Services

The Business isn’t the only one with responsibilities; we have some too. We will (a) make the Service available to the Business and its Authorised Users as described in the Contract; and (b) not use or process Business Data for any purpose without the Business’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorised Users and any processing related to such use or otherwise necessary for the performance of the Contract.

Be assured that (a) the Services will perform materially in accordance with our then-current Help Centre pages; and (b) subject to the “Non-GoodHuman Products” and “Suspension for Non-Payment” sections, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, the Business’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Keeping the Services Available

For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavour to provide the Business with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.

Protecting Business Data

The protection of Business Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Security Statement page. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Business Data by our personnel. Before sharing Business Data with any of our third-party service providers, we will ensure that the third-party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Business Data and preventing unauthorised access. The Business (not us) bears sole responsibility for adequate security, protection and backup of Business Data when in the Business’s or its representatives’ or agents’ possession or control. We are not responsible for what the Business’s Authorised Users or Non-GoodHuman Products do with Business Data. That is the Business’s responsibility.

The GoodHuman Extended Family

We may leverage our employees, those of our corporate affiliates and third-party contractors (the “GoodHuman Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the GoodHuman Extended Family’s compliance with our obligations under the Contract.

Ownership and Proprietary Rights

What’s Yours is Yours…

As between us on the one hand, and the Business and any Authorised Users on the other, the Business will own all Business Data. Subject to the terms and conditions of the Contract, the Business (for itself and all of its Authorised Users) grants us and the GoodHuman Extended Family a worldwide, non-exclusive, limited term licence to access, use, process, copy, distribute, perform, export and display Business Data, and any Non-GoodHuman Products created by or for the Business, only as reasonably necessary to (a) provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; and (c) as expressly permitted in writing by the Business. The Business represents and warrants that it has secured all rights in and to Business Data from its Authorised Users as may be necessary to grant this license.

And What’s Ours is Ours

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to the Business a non-sublihttps://goodhuman-6ac288.webflow.io/privacycensable, non-transferable, non-exclusive, limited licence for the Business and its Authorised Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract.

Term and Termination

Contract Term

A paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

Auto-Renewal

Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will reflect the subscription price published on the GoodHuman website immediately prior to the new period. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscription from automatically renewing.

Termination for Cause

We or the Business may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. The Business is responsible for its Authorised Users, including for any breaches of this Contract caused by its Authorised Users. We may terminate the Contract immediately on notice to the Business if we reasonably believe that the Services are being used by the Business or its Authorised Users in violation of applicable law.

Effect of Termination

Upon any termination for cause by us, the Business will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve the Business of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Data Portability and Deletion

We are custodians of Business Data. During the term of a GoodHuman for Business subscription, the Business will be permitted to export or share Business Data from the Services.

Following termination or expiration of a GoodHuman for Business subscription and after giving the Business a reasonable opportunity to export its Business Data of not less than thirty (30) days, we will have no obligation to maintain or provide any Business Data and may thereafter, unless legally prohibited, delete all Business Data in our systems or otherwise in our possession or under our control.

Representations and Disclaimer of Warranties

The Business represents and warrants that it has validly entered into the Contract and has the legal power to do so. The Business further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with the terms of this Contract.

Except as expressly provided for herein, the Services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. The Business acknowledges that we do not warrant that Services will be uninterrupted, timely, secure, or error-free.

Limitation of Liability

Other than in connection with a party’s indemnification obligations hereunder, in no event will either the Business’s or the GoodHuman Extended Family’s aggregate liability arising out of or related to the contract exceed the total amount paid by the Business hereunder in the twelve (12) months preceding the last event giving rise to liability. The foregoing will not limit the Business’s payment obligation under the “Payment Terms” section above.

In no event will either the Business or any member of the GoodHuman Extended Family have any liability to the other party or to any third-party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extend prohibited by applicable law.

The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorised use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to the Business, Authorised Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, the Business is responsible for all login credentials, including usernames and passwords for your Authorised Users. We will not be responsible for any damages, losses or liability to the Business, Authorised Users, or anyone else, if such information is not kept confidential by the Business or its Authorised Users, or if such information is correctly provided to an unauthorised third-party logging into and accessing the Services.

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

Our Indemnification of the Business

We will defend the Business from and against any and all third-party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third-party’s intellectual property rights (a “Claim Against the Business”), and will indemnify the Business for all reasonable attorney’s fees incurred and damages and other costs finally awarded against the Business in connection with or as a result of, and for amount paid by the Business under a settlement we approve of in connection with, a Claim Against the Business, provided, however, that we will have no liability if a Claim Against the Business arises from (a) Business Data or Non-GoodHuman Products; and (b) any modification, combination or development of the Services that are not performed by us, including in the use of any application programming interface (API). The Business must provide us with prompt written notice of any Claim Against the Business and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and the Business’s exclusive remedy against us and the GoodHuman Extended Family for, any Claim Against the Business.

The Business’s Indemnification of Us

The Business will defend GoodHuman and the members of the GoodHuman Extended Family (collectively, the “GoodHuman Indemnified Parties”) from and against any and all third-party claims, actions, suits, proceedings, and demands arising from or related to the Business’s or any of its Authorised Users’ violation of the Contract (a “Claim Against Us”), and will indemnify the GoodHuman Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against GoodHuman Indemnified Party in connection with or as a result of, and for amounts paid by a GoodHuman Indemnified Party under a settlement the Business approves of in connection with, a Claim Against Us. We must provide the Business with prompt written notice of any Claim Against Us and allow the Business the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting the Business’s defense and settlement of such matter. This section states your sole liability with respect to, and the GoodHuman Indemnified Parties’ exclusive remedy against the Business for, any Claim Against Us.

Limitations on Indemnifications

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

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of the Business includes Business Data. If something is labelled “Confidential”, that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third-party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

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

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the Data Request Policy for details on how requests may be made for the disclosure of Business Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Feedback is Welcome”, “Non-GoodHuman Products”, “Our Removal Rights”, “Use of the Services”, “Payment Terms”, “The GoodHuman Extended Family”, What’s Yours is Yours…”, “And What’s Ours is Ours”, “Effect of Termination”, “Data Portability and Deletion”, “Representations and Disclaimer of Warranties”, “Limitation of Liability”, “Our Indemnification of the Business”, “The Business’s Indemnification of Us”, “Limitations on Indemnifications”, “Confidentiality” and “Survival”, as well as all of the provisions under the general heading “General Provisions”, will survive any termination or expiration of the Contract.

General Provisions

Publicity

The Business grants us the right to use the Business’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to the Business’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so the Business may send us an email to support@goodhuman.me stating that it does not wish to be used as a reference.

Force Majeure

Neither us nor the Business will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, pandemics, epidemics and government action.

Relationship of the Parties; No Third-Party Beneficiaries

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

Email, Notifications and Messages

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

Modifications

As our business evolves, we may change these Business Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide the Business with reasonable prior notice prior to the change taking effect, either by emailing the email address associated with the Business’s account or by messaging the Business through the Services. The Business can review the most current version of the Business Terms at any time by visiting our website and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective upon posting of the change. If the Business (or any Authorised User) accesses or uses the Services after the effective date, that use will constitute the Business’s acceptance of any revised terms and conditions.

Waiver

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

Severability

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

Assignment

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

Jurisdiction and Governing Law

The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the law of Victoria, Australia and you submit to the exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The Contract, including these Business Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by the Business or any Authorised Users. However, to the extent of any conflict or inconsistency between the provisions in these Business Terms and any other documents or pages referenced in these Business Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the Business Terms and (3) any other documents or pages referenced in the Business Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Business purchase order, vendor onboarding process or web portal, or any other Business order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

GoodHuman Business User Terms of Service

Effective: November 19, 2020

Welcome and thank you for using GoodHuman!

These Business User Terms of Service (the “Business User Terms”) govern your access and use of our online platform (the “Services”). Please read them carefully. Even though you are signing into an existing GoodHuman for Business account, these Business User Terms apply to you as a user of the Services.

First Things First

These Business User Terms are Legally Binding

These Business User Terms are a legally binding contract between you and us. As part of these Business User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these Business User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the Business User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the Business User Terms and the Acceptable Use Policy. “We”, “our” and “us” refers to Good Human Pty Ltd (ACN 624 884 224).

The Business’s Choices and Instructions

You are an “Authorised User” of a GoodHuman for Business account controlled by a “Business”

An organisation or other third-party that we refer to in these Business User Terms as the “Business” has invited you to a GoodHuman for Business account (i.e. a unique domain where a group of users may access the Services). If you are joining one of your employer’s GoodHuman for Business accounts, the Business is your employer. If you are joining the GoodHuman for Business account of someone who is not your employer, they are the Business.

What this means for You – and for Us

The Business has separately agreed to our GoodHuman for Business Terms of Service (the “Contract”) that permitted the Business to create and configure a GoodHuman for Business account so that you and others could join (each invitee granted access to the Services, including you, is an “Authorised User”). The Contract contains our commitment to deliver the Services to the Business, who may then invite Authorised Users to join its GoodHuman for Business account. When an Authorised User (including you) submits content or information to the Services, such as user data, files or messages (“Business Data”), you acknowledge and agree that the Business Data is owned by the Business and the Contract provides the Business with many choices and control over that Business Data. For example, the Business may provide or withdraw access to the Services, enable or disable third-party integrations, manage permissions, retention and export settings, or transfer or assign GoodHuman for Business accounts, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Business Data.

The relationship between You, the Business and Us

As between Us and the Business, you agree that it is solely the Business’s responsibility to (a) inform you and any Authorised Users of any relevant Business policies and practices and any settings that may impact the processing of Business Data; (b) obtain any rights, permission or consents from you and any Authorised Users that are necessary for the lawful use of Business Data and the operation of the Services; (c) ensure that the transfer and processing of Business Data under the Contract is lawful; and (d) respond to and resolve any dispute with you and any Authorised User relating to or based on Business Data, the Services or the Business’s failure to fulfil these obligations. GoodHuman makes no representations or warranties of any kind, whether express of implied to you relating to the Services, which are provided to you on an “as is” and “as available” basis.

A Few Ground Rules

You must be over the legal age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of 16. You represent that you are over the legal age and are the intended recipient of the Business’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

While you’re here, you must follow the rules

To help ensure a safe and productive work environment, all Authorised Users must comply with our Acceptable Use Policy and any applicable policies established by the Business. If you see inappropriate behaviour or content, please report it to your Primary Owner or employer.

You are here at the pleasure of the Business (and Us)

These Business User Terms remain effective until the Business’s subscription for you expires or terminates, or your access to the Services has been terminated by the Business or us. Please contact the Business if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these Business User Terms or the Acceptable Use Policy.

Limitation of Liability

If we believe that there is a violation of the Contract, Business User Terms, the Acceptable Use Policy or any of our other policies that can simply be remedied by the Business’s removal of certain Business Data or taking other action, we will in most cases, ask the Business to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if the Business does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users or any third parties. In no event will you or we have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. Unless you are also a Business (and without limitation to our rights and remedies under the Contract), you will have no financial liability to us for a breach of these Business User terms. Our maximum aggregate liability to you for any breach of the Business User terms is one hundred and fifty Australian dollars ($150) in the aggregate. The foregoing disclaimers will not apply to the extent prohibited by the applicable law and do not limit either party’s right to seek and obtain equitable relief.

Application of consumer law

GoodHuman for Business is a workplace tool intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If, however, any consumer laws (e.g. the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these Business User terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have and our liability is limited (at our option) to the replacement, repair or resupply of the Services.

Survival

The sections titles “The relationship between You, the Business and Us”, “Limitation of liability” and “Survival” and all of the provisions under the general heading “General provisions” will survive any termination or expiry of the Business User Terms.

General Provisions

Email, Notifications and Messages

Except as otherwise set forth herein, all notices under the Business User Terms will be by email, although we may instead choose to provide notice to Authorised Users through the Services (e.g., a message or notification). Notices to GoodHuman will be sent to support@goodhuman.me, except for legal notices, which must be sent to legal@goodhuman.me. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent by email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to the Business in accordance with the terms of that agreement.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our and products. We are governed in accordance with the Privacy Act 1988 (Cth).

Modifications

As our business evolves, we may change these Business User Terms or the Acceptable Use Policy. If we make a material change to the Business User Terms of the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the Business User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these Business User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these Business User Terms will become effective on the date set forth in our notice and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the Business User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the Business User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

Severability

The Business User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the Business User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Business User Terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these Business User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior consent of us (not to be unreasonably withheld). We may assign these Business User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets.

Governing Law, Venue, Fees

The Business User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws, rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Business User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement.

Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Business User Terms, the prevailing party will be entitled to recover its reasonable costs and legal fees.

Entire Agreement

The Business User Terms, including any terms incorporated by reference into the Business User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Business User Terms and any pages referenced in these Business User Terms, the terms of the Contract will first prevail, followed by the provisions in these Business User Terms, and then followed by the pages references in these Business User Terms (e.g. the Privacy Policy). The Business will be responsible for notifying Authorised Users of those conflicts of inconsistencies and until such time the terms set forth herein will be binding.

Contacting GoodHuman

Please also feel free to contact us if you have any questions about GoodHuman’s business user terms of service. You may contact us at support@goodhuman.me.

GoodHuman Customer Terms of Service

Effective: 6 August 2021

Welcome and thank you for using GoodHuman!

These Customer Terms of Service (the “Customer Terms”) govern your access and use of our online platform (the “Services”). Please read them carefully.

The Relationship between You and Us

Let’s Start with Who’s Who

“We”, “our” and “us” refers to Good Human Pty Ltd (ACN 624 884 224).

“You” and “your” refer to a Care Recipient or a Primary Carer using the Services. A “Care Recipient” is a person receiving care and support services. A “Primary Carer” is a person acting on behalf of a Care Recipient. If you are a Primary Carer, you acknowledge you have the proper legal authority to act on behalf of the Care Recipient.

These Customer Terms are a legally binding contract between you and us. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the Customer Terms, you confirm that you have read, understand and agree to be bound by the Customer Terms.

You Must Be Over the Legal Age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of 16. You represent that you are over the legal age. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true.

Your Responsibility to Us

You are responsible and liable for your own acts and omissions, and you must act with integrity, treat others with respect, and comply with applicable laws at all times.

Accessing Our Services

Our Services are intended to be a safe and respectful space. While using our Services, you must act with integrity, treat others with respect, and comply with applicable laws at all times. You are responsible and liable for your own acts and omissions.

You are responsible for keeping passwords and all other login information confidential, and may not permit any third party to access or use a username or password for the Services. If you become aware of or reasonably suspect any illegal or unauthorised activity or a security breach involving your account, including any loss, theft or unauthorised disclosure or use of a username, password or account, promptly notify us.

Breach of Terms

If we believe that there is a violation of the Customer Terms or any of our other policies or we believe there is a credible risk of harm to us, the Services, other users of GoodHuman Services or any third parties, we may directly step in and take what we determine to be appropriate action (including disabling your account).

Survival

The sections titles “The Relationship between You and Us”, “Your Responsibility to Us”, “Our Responsibility to You” and all of the provisions under the general heading “General Provisions” will survive any termination or expiry of the Customer Terms.

Our Responsibility to You

We exist to make accessing and delivering support services as easy as it should be. However, GoodHuman is not responsible for the delivery of support services organised through the Services. With regard to any claims arising out of the provision of the Service, we do not accept any responsibility whatsoever (whether arising in contract, tort or otherwise), except where we cannot disclaim, exclude or limit responsibility by law.

Privacy

Your safety is our priority. This makes the protection of Customer Data our priority. To the extent that it comprises personal information, GoodHuman will manage your data in accordance with our Privacy Policy and will otherwise treat the information as confidential. Nothing in this Agreement operates to grant you any intellectual property rights in the Services or any part thereof. You hereby grant to GoodHuman a non-exclusive licence to use your data to the extent necessary for GoodHuman to provide the Services.

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products. We are governed in accordance with the Privacy Act 1988 (Cth).

Keeping our Services Available

Although it is our intention that the Services are available as much as possible, there may be occasions when the Services may be interrupted, including for scheduled maintenance, upgrades and emergency repairs, or due to failure of telecommunication links and/or equipment.

Modifications

GoodHuman will naturally evolve as we parallel the evolving needs of our users (that’s you!). As our Services change, we may change these Customer Terms. If we make a material change to the Customer Terms, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the Customer Terms at any time by visiting this page, and by visiting the following for the most current version of the aforementioned Privacy Policy. Any material revisions to these Customer Terms will become effective on the date set forth in our notice and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

General Provisions

Email, Notifications and Messages

Except as otherwise set forth herein, all notices under the Customer Terms will be by email, although we may instead choose to provide notice to Customers through the Services (e.g. a message or notification). Notices to GoodHuman will be sent to support@goodhuman.me, except for legal notices, which must be sent to legal@goodhuman.me. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent by email; and (b) the same day, in the case of a notice sent through the Services.

Waiver

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

Severability

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

Assignment

You may not assign any of your rights or delegate your obligations under these Customer Terms, whether by operation of law or otherwise, without the prior consent of us (not to be unreasonably withheld). We may assign these Customer Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets.

Jurisdiction and Governing Law

The Customer Terms and any disputes arising out of or related hereto, will be governed exclusively by the law of Victoria, Australia. Both you and GoodHuman submit to the exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia. In any action or proceeding to enforce rights under the Customer Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The Customer Terms, including any terms incorporated by reference into the Customer Terms, constitute the entire agreement between you and us. To the extent of any conflict or inconsistency between the provisions in these Customer Terms and any pages referenced in these Customer Terms, provisions in these Customer Terms will first prevail, followed by the pages referenced in these Customer Terms (i.e. Privacy Policy).

Contacting GoodHuman

We love to hear from our users! Please feel free to contact us if you have any questions about GoodHuman’s Customer Terms of Service. You may contact us at support@goodhuman.me.

GoodHuman Acceptable Use Policy

Effective: 11 August 2021

Our Services are intended to be a safe space where accessing and providing care and support services is simple and secure. Keeping this space safe is not just up to us, it’s up to our users too.

This Acceptable Use Policy sets out a list of acceptable and unacceptable conduct for our Services. If we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Services or any third parties, we may suspend or terminate your access. This policy may change as GoodHuman grows and evolves, so please check here regularly for updates and changes. Capitalised terms used below but not defined in this policy have the meaning set out in the Business User Terms of Service.

Do:

• comply with all Business User Terms, including the terms of this Acceptable Use Policy;
• comply with all applicable laws and government regulations, including but not limited to all intellectual property, data, privacy and export control laws, and regulations promulgated by any government agencies;
• upload and disseminate only Business Data to which the Business owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learnt or disclosed as part of employment relationships or under non-disclosure agreements) and do so only in a manner consistent with applicable law;
• use commercially reasonable efforts to prevent unauthorised access to or use of the Services;
• keep passwords and all other login information confidential;
• monitor and control all activity conducted through your account in connection with the Services;
• promptly notify us if you become aware of or reasonably suspect any illegal or unauthorised activity or a security breach involving your accounts or teams, including any loss, theft or unauthorised disclosure or use of a username, password or account; and
• comply in all respects with all applicable terms of the third-party applications, including any that the Business elects to integrate with the Services that you access or subscribe to in connection with the Services.

Do not:

• permit any third party that is not an Authorised User to access or use a username or password for the Services;
• share, transfer or otherwise provide access to an account designated for you to another person;
• use the Services to store or transmit any Business Data that may infringe upon or misappropriate someone else’s trademark, copyright or other intellectual property, or that may be tortious or unlawful;
• upload to or transmit from the Services any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful component, or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of GoodHuman or any third party;
• attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate or disrupt the features, functionality, integrity or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third-party use of the Services or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law);
• attempt to gain unauthorised access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Services;
• access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions or graphics of the Services;
• use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen;
• engage in activity that incites or encourages violence or hatred against individuals or groups;
• impersonate any person or entity including but not limited to an employee of ours, an “Administrator”, an “Owner” or any other Authorised User, or falsely state or otherwise misrepresent your affiliation with a person, organisation or entity;
• access, search or create accounts for the Services by any means other than our publicly supported interfaces (e.g. “scraping” or creating accounts in bulk);
• send unsolicited communications, promotions or advertisements, or spam;
• send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
• sublicense, resell, time-share or similarly exploit the Services;
• use contact or other user information obtained from the Services (including email addresses) to contact Authorised Users outside of the Services without their express permission or authority, or to create or distribute mailing lists or other collections of contact or user profile information for Authorised Users for use outside of the Services; or
• authorise, permit, enable, induce or encourage any third party to do any of the above.

Contacting GoodHuman

We love hearing from our users! Please feel free to contact us if you have any questions about GoodHuman’s Acceptable Use Policy. You may contact us at support@goodhuman.me.

GoodHuman Data Request Policy

Effective: 13 August, 2021

Data is at the core of the Services we provide at GoodHuman. Businesses and customers trust us with this data, and we are steadfast in our belief that transparency is vital to keeping that trust.

GoodHuman may receive requests from government agencies, users and other third parties to disclose data other than in the ordinary operation and provision of the Services. This Data Request Policy outlines GoodHuman’s policies and procedures for responding to such requests for Business Data. Any capitalised terms used in this Data Request Policy that are not defined will have the meaning set out in the GoodHuman for Business Terms of Service. In the event of any inconsistency between the provisions of this Data Request Policy and the GoodHuman for Business Terms of Service or written agreement with the Business, as the case may be, the GoodHuman for Business Terms of Service or written agreement will prevail.

Requests for Business Data by individuals

We believe Business Data should remain in the hands of the Business. Third parties seeking Business Data should contact the Business directly regarding such requests. The Business therefore controls the Business Data and has the right to decide what to do with all Business Data.

Requests for Customer Data by a legal authority

GoodHuman is committed to the importance of trust and transparency for the benefit of our customers. Except as expressly permitted by the Contract or as described in this policy, GoodHuman will only disclose Business Data in response to a valid legal process. GoodHuman requires a search warrant issued by a court of competent jurisdiction or the equivalent legal process in the applicable jurisdiction to disclose the contents of Business Data. GoodHuman does not voluntarily disclose any data to government entities unless (a) there is an emergency involving imminent danger of death or serious physical injury to any person, or (b) to prevent harm to the Services or Businesses. GoodHuman also does not voluntarily provide governments with access to any data about users for surveillance purposes.

All requests by government entities or parties involved in litigation seeking content data associated with Businesses who are under contract with Good Human Pty Ltd should be sent to legal@goodhuman.me.

All requests should include the following information: (a) the requesting party, (b) the relevant criminal or civil matter, and (c) a description of the specific Business Data being requested, including the relevant Business’s name and relevant Authorised User’s name (if applicable), and type of data sought.

Requests should be prepared and served in accordance with applicable law. All requests should be focused on the specific Business Data sought. All requests will be interpreted narrowly by GoodHuman, so please do not submit unnecessarily broad requests. If legally permitted, the Business will be responsible for any costs arising from GoodHuman’s response to such requests.

Business notice

Unless GoodHuman is prohibited from doing so or there is a clear indication of illegal conduct or risk of harm, GoodHuman will notify the Business of the request before disclosing any of the Business’s Business Data so that the Business may seek legal remedies. If GoodHuman is legally prohibited from notifying the Business prior to disclosure, GoodHuman will take reasonable steps to notify the Business of the demand after the non-disclosure requirement expires. In addition, if GoodHuman receives a legal process subject to an indefinite non-disclosure requirement, GoodHuman will challenge that non-disclosure requirement in court.

Domestication and international requests

GoodHuman requires that any individual or entity issuing legal process or legal information requests (e.g. discovery requests, warrants or subpoenas) ensure that the process or request is properly domesticated. For data stored in Australia, GoodHuman does not accept legal process or requests directly from law enforcement entities outside Australia. Foreign law enforcement agencies seeking data stored within Australia should proceed through a Mutual Legal Assistance Treaty or other diplomatic or legal means to obtain data through a court where GoodHuman is located. Requests directed to Good Human Pty Ltd must be issued from or domesticated in Australia.