Terms and conditions

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Version 1.0 Effective on and from 1 October 2023

Please read carefully the following legally binding terms and conditions (Terms) between Zeligate Pty Ltd ACN 669 471 523 (Zeligate, we or us) and Customer for use of Zeligate’s AI workforce platform (as described in the Service Description) and the Services. By clicking the “I Accept” button (or any button or checkbox having similar wording or meaning) or using the Services, Customer acknowledges that Customer has read, understands, and agrees to be bound by these Terms. If Customer does not agree with these Terms, Customer should not register for the Services or use the Services. Certain capitalised terms in these Terms are defined in clause 12 below.

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The following provisions may be subject to consumer protection laws, including the Australian Consumer Law, which may limit the ability to exclude liability or may imply warranties or conditions or impose obligations which cannot be modified, restricted or excluded (except to a limited extent). Any disclaimer of warranties and liability limitations applies subject to any rights you may have under such laws.

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These Terms incorporate Zeligate’s Privacy Policy and any other referenced policies and attachments (Policies), including the Documentation.

Registration

1.1 Customer must complete the account registration form on the Customer signup page of the Website in order to use the Services. Customer will provide true, accurate, current, and complete information as requested in the account registration form. In submitting an account registration, Customer warrants that it will be receiving any Services provided by Zeligate for the purposes of carrying on a business activity and not for any personal, household or family purposes. Zeligate reserves the right to refuse registration of, or cancel, accounts it deems inappropriate for any reason in its sole discretion. The Services are available only to persons who can form legally binding contracts under applicable law. Customer’s use of the Services is subject to Zeligate approving Customer’s account registration and allocating an account to Customer (Account). Zeligate will notify Customer upon establishment of the Account. Customer warrants that no unauthorised user will have access to the Account.

1.2 As part of the registration process, Customer will: (a) select the subscription plan and subscription period and agree to the charging of the relevant periodic subscription fees and pricing for purchase of additional services and credits (as applicable) (together Fees); (b) provide your payment details (which may be by credit card or debit card or such other means as determined by Zeligate) for the payment of Fees (Payment Method); and (c) provide an email address and password for your Account. Customer is responsible for maintaining the security of its Account, passwords, access credentials and for all uses of your Account and the use of the Services.

1.3 Customer may manage the Account Details, including, where permitted, your subscription plan, subscription period, Payment Method, contact details and how you interact with the Services, by changing the settings in your Account Details. By providing Zeligate your email address they consent to our using the email address to send you emails produced by the Services and for messages about the Services, such as changes to features of the Services and related notices, including any notices required by law, in lieu of communication by mail. We may also use your email address to send you marketing messages, such as special offers. If you do not want to receive marketing messages by email, you may opt out or change your preferences in your Account Details.

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Access and Use

2.1 Subject to your payment of Fees and compliance with all of these Terms, Zeligate hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorised Users.

2.2 Subject to your payment of Fees and compliance with all of these Terms, Zeligate hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable license for Authorised Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

2.3 You must not, and must not permit any Authorised User to engage in any of the following prohibited activities: (a) copying, distributing, selling, reselling, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (b) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Zeligate servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Zeligate grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (c) transmitting spam, chain letters, or other unsolicited email; (d) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (e) taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (f) uploading invalid data, viruses, worms, or other software agents through the Services; (g) collecting or harvesting any personally identifiable information or other personal information, including account names, from the Services; (h) using the Services for any commercial solicitation purposes; (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (j) interfering with the proper working of the Services; (k) accessing any content on the Services through any technology or means other than those provided or authorised by the Services; or (l) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or content.

2.4 You acknowledge that Zeligate uses artificial intelligence and machine learning in the provision of the Services. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect output that does not accurately reflect real people, places, or facts. You must not rely on the output produced by the Services and acknowledge that such output is not a substitute for advice from qualified and licensed professionals. You should evaluate the accuracy of all such output as appropriate for your use case, including by using human review of such output.

2.5 You acknowledge that the Services include the provision of telephony services from the platform and that these telephony services are produced through artificial intelligence and machine learning without human involvement or intervention. You acknowledge and agree that these telephony services must not be used, and are not able to be used, for life critical incidents or actions, including for calling emergency services. You release Zeligate from any claims in relation to such incidents or actions.

2.6 Notwithstanding anything to the contrary in these Terms, Zeligate may monitor Customer’s use of the Services and collect and compile Aggregated Data. As between Zeligate and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Zeligate. You acknowledge that Zeligate compiles Aggregated Data based on Customer Content input into the Services. You agree that Zeligate may (a) make Aggregated Data publicly available in compliance with applicable law, and (b) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data do not identify Customer or Customer’s Confidential Information.

2.7 Zeligate may immediately suspend or restrict Customer’s use of all or any of the Services without liability to Customer: (a) where reasonably necessary for technical issues, maintenance or operational reasons; (b) if Customer breaches any of the terms and conditions in these Terms or the Policies; or (c) if Zeligate considers that Customer has committed or may be committing any illegal or fraudulent activity through its use of the Services.

2.8 Zeligate may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services.

2.9 Zeligate will provide Customer with support to resolve general issues relating to the Account and Customer’s use of the Services. This support includes access to the Documentation. The most efficient way to get support is to review the Documentation. If Customer still has issues or questions after reviewing the Documentation, Customer should contact Zeligate at support@zeligate.com.

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Customer Responsibilities

3.1 You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorised Users, and any act or omission by an Authorised User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You must use reasonable efforts to make all Authorised Users aware of these Terms as applicable to such Authorised User’s use of the Services and must cause Authorised Users to comply with these Terms.

3.2 The Services may permit access to Third-Party Products. Access to Third-Party Products is subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. Zeligate does not endorse or assume any responsibility for any such Third-Party Products. If you access a Third-Party Product from the Services or share your Customer Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and the Privacy Policy do not apply to your use of such sites. You release Zeligate from any and all liability arising from your use of any Third-Party Products including, without limitation, Customer Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Zeligate is not responsible for any loss or damage of any sort relating to your dealings with such advertisers.

3.3 You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Zeligate shall have no liability for your interactions with other Users, or for any User’s action or inaction.

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Payment of Fees and Taxes

4.1 In consideration of Zeligate providing you with access and a license in accordance with clauses 2.1 and 2.2 to use the Services, you agree to pay the Fees to Zeligate. The Fees you have agreed to pay, the billing period and the Payment Method are as agreed by you and set out in your Account Details from time to time.

4.2 The Fees will initially be at the level accepted by you in the application or registration process and, thereafter, at the level that may be notified to you from time to time in accordance with clause 10.3 or as adjusted by you, where permitted, in your Account Details. Zeligate may change the basis upon which it charges Fees from time to time in accordance with clause 10.3.

4.3 Fees that are periodic subscription fees will be invoiced, and are payable, in advance. All other Fees, including Fees for additional credits or services purchased will be invoiced, and are payable, at the time of purchase.

4.4 Payments will be made automatically by using your Payment Method. If your Payment Method lapses, or if Zeligate is otherwise unable to collect and remit Fees from you that are due and owing to Zeligate, Zeligate reserves the right to: (a) invoice you for the Fees which will be payable in accordance with Zeligate’s standard trading terms; and (b) suspend and revoke your access to the Services.

4.5 We or our third-party service providers may offer free trials to a particular Service. We or our third-party service provider will automatically bill your Payment Method on the later of the day your free trial ends or the day you start your paid subscription, and on each recurring billing date thereafter, subject to clause 4.7. We will notify you prior to the end of your free trial period and notify you that payment for your subscription is due. If you wish to avoid charges to your Payment Method, you must cancel your subscription prior to midnight AET on the last day of your free trial period. If you cancel your subscription during a free trial, cancellation may be effective immediately.

4.6 All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including GST under the A New Tax System (Goods and Services Tax) Act, 1999 (Cth)) or other taxes, fees or charges now in force or enacted in the future (Taxes). You are responsible for all applicable Taxes that arise from or as a result of your use, subscription to or purchase of Zeligate’s products and services. To the extent that Zeligate charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to you through your Account.

4.7 Fees for your subscription to the Services are at the rate set out in your Account as may be adjusted in accordance with clause 4.2 and will automatically renew periodically in accordance with your selection in the Account Terms on a continuous basis unless and until you notify us that you want to terminate your subscription. Any notice of termination must be submitted through your Account Details in your Account and will be effective at the end of the then current period to which the subscription relates provided that you give us at least 3 days’ notice of termination prior to the end of your then current subscription period. If you do not give us at least 3 days’ notice of termination prior to the end of your then current subscription period, your subscription will renew for an additional period and terminate at the end of the next subscription period. You acknowledge and agree that unless and until you notify us of your termination, your subscription and all corresponding Fees will automatically renew and you authorise us or our authorised payment provider (without notice to you, unless required by law) to charge you the applicable Fees and Taxes using any eligible Payment Method we have on record for you.

4.8 For the avoidance of doubt, all sums payable by you to Zeligate under these Terms will be paid free and clear of any deductions or withholdings whatsoever.

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Term and Termination

5.1 The agreement the subject of these Terms will commence when we notify you of the establishment of your Account under clause 1.1 and will continue until terminated.

5.2 You may terminate the agreement the subject of these Terms at any time by giving us notice of termination of the Services in accordance with clause 4.7.

5.3 We may terminate the agreement the subject of these Terms for any reason by providing you at least 14 days’ advance notice. We may terminate the agreement the subject of these Terms immediately upon notice to you if you materially breach clauses 2, 6, 8, or 11, or if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests.

5.4 Upon termination of the agreement the subject of these Terms: (a) Customer must pay all Fees due to Zeligate; (b) Zeligate will close the Account; (c) Customer must cease to use the Services; and (d) Zeligate will retain all Customer Content for a period of 5 years from the date of termination.

5.5 Customer’s obligations and Zeligate’s rights under these Terms with respect to clauses 3, 5.4, 6, 7, 8, 9 and 11 shall survive any expiration or termination of the agreement the subject of these Terms.

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Intellectual Property

6.1 The Services utilise proprietary and confidential information of Zeligate and its licensors, including copyrights which are protected by international copyright laws, inventions which are protected by patents or patents pending, trade secrets and trademarks (Zeligate IP). Title to and ownership of the Zeligate IP, including, without limitation, all Intellectual Property Rights in and to the Zeligate IP, are and shall remain the exclusive property of Zeligate and its licensors, and except for the limited license granted to Customer by Zeligate, Zeligate reserves all right, title and interest in and to the Zeligate IP. Customer shall not take any action to jeopardise, limit or interfere with Zeligate and its licensors’ ownership of and rights with respect to the Zeligate IP. Customer acknowledges that any unauthorised copying or unauthorised use of the Zeligate IP is a violation of these Terms and is strictly prohibited. Any bug reports, usability reports, test results, feedback made by Customer in relation to the Services shall be the sole property of Zeligate and its licensors and may be used by Zeligate and its licensors for any purpose.

6.2 Customer hereby unconditionally and irrevocably grants to Zeligate an assignment of all right, title, and interest in and to the Aggregated Data, including all Intellectual Property Rights relating thereto.

6.3 Customer must not copy, modify, distribute, sell or lease any part of the Services or included software, nor may Customer reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or Customer has the written permission of Zeligate. Customer must not remove, obscure or alter Zeligate’ copyright notice or other proprietary rights notices affixed to or contained within any Zeligate services, software or documentation.

6.4 We claim no title to or ownership of the Customer Content. Any Customer Content created by you remains your property. Zeligate has the right (but not the obligation) in its sole discretion to remove any Customer Content that is shared via the Services. By submitting, posting, displaying, providing, or otherwise making available any Customer Content on or through the Services, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Zeligate a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute and make derivative works of all such Customer Content and your name, voice, and/or likeness as contained in your Customer Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use strictly in connection with providing you the Services and for Zeligate’s (and its successors’ and affiliates’) internal business purposes, including without limitation in connection with modifying, improving, and enhancing artificial intelligence models, as well as promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.

6.5 In connection with your Customer Content, you represent and warrant that: (a) you have the written consent of each and every identifiable natural person in the Customer Content, if any, to use such person’s name or likeness in the manner contemplated by the Services and these Terms, and each such person has released you from any liability that may arise in relation to such use; (b) you have obtained and are solely responsible for obtaining all consents as may be required by law to post any Customer Content relating to third parties; (c) your Customer Content and Zeligate’s use thereof as contemplated by these Terms and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights, moral rights or privacy rights; (d) Zeligate may exercise the rights to your Customer Content granted under these Terms without liability for payment of any fees, residuals, payments, or royalties payable under any agreement, arrangement or understanding or otherwise; and (e) you will not post: (i) nudity or other sexually suggestive content; (ii) hate speech, credible threats or direct attacks on an individual or group; (iii) content that contains self-harm or excessive violence; (iv) fake or impostor profiles; (v) content for dissemination in electoral campaigns; (vi) content that encourages violence, terrorism, or other serious harm; (vi) illegal content or content in furtherance of illegal activities; (vii) malicious programs or code; (viii) any person’s personal information without their consent; and/or (ix) spam or bulk unsolicited messages.

6.6 Zeligate takes no responsibility and assumes no liability for any Customer Content that you or any other User or third-party posts, sends, or otherwise makes available over the Services. You shall be solely responsible for your Customer Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Services. You understand and agree that you may be exposed to Customer Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Zeligate shall not be liable for any damages you allege to incur as a result of or relating to any Customer Content.

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Indemnity

7.1 Customer agrees to indemnify, hold harmless and defend Zeligate and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors at Customer’s expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by Zeligate arising out of or relating to: (a) Customer or Customer’s Authorised Users’ use of and access to the Services, including any data or content transmitted or received by Customer or Customer’s Authorised Users; (ii) Customer or Customer’s Authorised Users’ violation or breach of any term of these Terms, including without limitation Customer or Customer’s Authorised Users’ breach of any representations and warranties; (iii) Customer or Customer’s Authorised Users’ violation or breach of any third-party right, including without limitation any moral rights, right of privacy or Intellectual Property Rights; (iv) Customer or Customer’s Authorised Users’ violation or breach of any applicable law, rule or regulation; (v) Customer Content or any content that is submitted via Customer or Customer’s Authorised Users’ Account including without limitation misleading, false, or inaccurate information; (vi) Customer or Customer’s Authorised Users’ willful misconduct; or (vii) any other party’s access and use of the Services with Customer or Customer’s Authorised Users’ unique username, password or other appropriate security code.

7.2 Zeligate reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer and Customer shall not, in any event, settle any matter without the prior written consent of Zeligate.

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Confidentiality and Privacy

8.1 Customer and Zeligate each acknowledge that in connection with Customer’s use of the Services and these Terms, each of them (each, a Recipient) will be provided with confidential and proprietary data and information of the other (each, a Discloser) from time to time (Confidential Information). Such Confidential Information shall be owned by the Discloser.

8.2 Recipient will keep all Confidential Information provided to Recipient by Discloser strictly confidential. Recipient may disclose any such Confidential Information only to Recipient’s employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such Confidential Information. Without Discloser’s prior written consent, Recipient will not disclose any such Confidential Information to any third party (except Recipient’s employees, officers and directors as set forth above) or use any such Confidential Information other than solely as and to the extent required for Recipient to use or provide the Services and otherwise perform its obligations under these Terms.

8.3 If Recipient receives any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by these Terms, then promptly upon receipt thereof, and prior to making any response thereto, to the extent permitted by applicable law, Recipient will notify Discloser in writing of Recipient’s receipt of such Request, and shall provide a copy thereof.

8.4 Upon Recipient’s request, Recipient must immediately return or destroy any and all Confidential Information in Recipient’s possession or under Recipient’s control. If requested, Recipient will certify in a writing signed by an authorised officer as to the return or destruction of all such Confidential Information.

8.5 Zeligate will comply with its Privacy Policy in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

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Disclaimer of Warranties and Limitation of Liability.

9.1 NO WARRANTY: CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES IS AT ITS SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PERFORMED OR PROVIDED ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ZELIGATE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ZELIGATE OR ITS AUTHORISED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY GIVE GUARANTEES OR IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THESE TERMS MUST IN ALL CASES BE READ SUBJECT TO THESE STATUTORY PROVISIONS.

9.2 LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZELIGATE BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, OR UNAUTHORISED USE OF THE ACCOUNT REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ZELIGATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY LIMIT THE ABILITY TO EXCLUDE LIABILITY. IF ZELIGATE IS LIABLE UNDER THE AUSTRALIAN CONSUMER LAW OR SIMILAR LEGISLATION, TO THE EXTENT TO WHICH ZELIGATE IS ENTITLED TO DO SO, ZELIGATE LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE PROVISIONS TO: IN THE CASE OF GOODS, AT ZELIGATE’S OPTION: THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; THE REPAIR OF THE GOODS; THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND, IN THE CASE OF SERVICES, AT ZELIGATE’S OPTION: THE SUPPLYING OF THE SERVICES AGAIN; OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

9.3 IN NO EVENT WILL ZELIGATE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ZELIGATE UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000.00, WHICHEVER IS GREATER.

9.4 No oral or written information or advice given by Zeligate, its resellers, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

9.5 To the maximum extent permitted by applicable law, neither Zeligate nor any of its resellers, suppliers, agents or contractors will be responsible to Customer or any other person in connection with: (a) the suspension of or restriction to the Services in accordance with these Terms or any interruption or delay to the Services caused by matters outside of Zeligate’ reasonable control; (b) any errors, viruses or bugs present in or arising from the use of the Services that are not directly caused by or attributable to Zeligate; (c) any incompatibility of the Services with any other software, hardware or material; (d) any misuse or failure of the Services; and (e) any loss caused by Customer or any other person suffered as a result of: (i) any misuse or unauthorised use of the login details for Customer’s Account; (ii) any other cause where the cause is outside Zeligate’s reasonable control; or (iii) Customer’s own negligence or failure to follow Zeligate’s reasonable instructions.

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Modification

10.1 Zeligate reserves the right, in its sole and absolute discretion, to update or change any portion of these Terms at any time. Zeligate will provide you with reasonable advance notice of changes to these Terms that materially adversely affect your use of the Services or your rights under these Terms by giving you notice in accordance with clause 11.2. However, Zeligate may make changes that materially adversely affect your use of the Services or your rights under these Terms at any time and with immediate effect: (a) for legal, regulatory, fraud and abuse prevention, or security reasons; or (b) to restrict products or activities that we deem unsafe, inappropriate, or offensive.

10.2 Unless Zeligate indicates otherwise in the notice (if applicable), any changes to these Terms will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by these Terms as amended. If you do not agree to the amended Terms, you must stop accessing and using the Services and may terminate your subscription under clause 4.7.

10.3 Zeligate may change the Fees for the Services from time-to-time. Zeligate will provide you with 14 days advanced notice prior to any changes in Fees by giving you notice in accordance with clause 11.2. Zeligate will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof). If you do not agree to any change to the Fees, you may terminate your subscription under clause 4.7.

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General

11.1 These Terms and any agreed amendments hereto, contain the entire agreement of the parties with respect to the subject matter of these Terms and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof.

11.2 Any notice under these Terms must be given in writing. Zeligate may provide notice to Customer via email, to the email address in your Account Details, as updated by Customer from time to time, or through the Account. A notice given by Zeligate will be deemed given upon the first business day after it is sent. Customer may provide notice to Zeligate by email to support@zeligate.com or via the Website. A notice given by Customer is deemed given upon receipt by Zeligate.

11.3 Nothing in these Terms shall constitute a partnership, agency or joint venture between Customer and Zeligate.

11.4 The failure of Zeligate at any time or times to require performance of any provision of these Terms shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

11.5 Customer may not assign the agreement the subject of these Terms or any rights hereunder without the prior written consent of Zeligate. Zeligate may assign the agreement the subject of these Terms, at Zeligate’s discretion, without the consent of or notification to Customer.

11.6 If any provision of these Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to that provision or part and the rest of such provision, and all other provisions of these Terms will continue in full force and effect.

11.7 These Terms are governed by the laws of the State of Queensland, Australia. All disputes arising out of or related to Customer’s use of the Service and/or these Terms shall be subject to the exclusive jurisdiction of the courts located in Brisbane, Australia. Customer agrees to submit to the jurisdiction and venue of such courts.

Candidate Video Interview, Recording, and Talent Pool Terms and Conditions

12.1 Agreement to Participate in AI Video Interview and Recording

By proceeding with the video interview, you ("the Candidate") acknowledge and agree to participate in an interview conducted by an artificial intelligence (AI) system operated by Zeligate Pty Ltd ("the Company"). You further acknowledge and agree that Zeligate may record and store your interactions with the Services, including but not limited to:

(a) audio recordings of your voice;

(b) video recordings of you; and

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12.2 Nature and Purpose of the Interview

The interview will be conducted by an AI-powered co-worker or digital avatar and may include video, audio, and text-based interactions. All responses and interactions during the interview will be recorded and stored. These recordings are collected for the purposes of:

(a) providing the Services to you or to the Customer (employer) on whose behalf you are using the Services;

(b) enabling review, analysis, and assessment of your responses for recruitment and candidate assessment;

(d) improving and developing Zeligate's artificial intelligence technologies.

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12.3 Consent to Recording, Data Retention, and Talent Pool Inclusion

You expressly consent to the recording, storage, and processing of your video, audio, and text responses during the interview. The recorded interview and associated data will be securely retained in the Company's system.

If you are a candidate applying for a job through Zeligate's Services, you acknowledge and agree that:

(a) your interview recordings, responses, and related data may be added to the Zeligate Talent Pool;

(b) the Zeligate Talent Pool may be made accessible to Customers (employers) seeking to fill roles; and

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12.4 Data Sharing and Use

Your video interview and related information may be shared with third-party hiring companies registered on the Zeligate platform for the sole purpose of recruitment and candidate assessment. The Company will not sell your data to advertisers or use it for any commercial purpose unrelated to recruitment.

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12.5 Data Security and Privacy

Zeligate Pty Ltd is committed to protecting your personal information in accordance with applicable privacy laws and regulations. All interview data is stored using secure, encrypted systems and access is limited to authorised personnel and vetted hiring partners.

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12.6 Retention Period and Candidate Rights

Your interview data will be retained for as long as necessary to fulfil recruitment purposes, or as required by law. You may request the deletion of your data or removal from the Talent Pool at any time by contacting Zeligate Pty Ltd at privacy@zeligate.ai or support@zeligate.com. Upon verified request, your data will be deleted except where retention is required by law or for legitimate business purposes.

You have the right to access, correct, or delete your personal information stored on the Zeligate platform, subject to applicable legal requirements. For any inquiries or requests regarding your data, contact Zeligate Pty Ltd at privacy@zeligate.ai.

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12.7 Acceptance of Terms

By proceeding with the video interview or using the Services, you confirm that you have read, understood, and agree to these Terms and Conditions. If you do not agree with any part of these Terms and Conditions, or do not wish to be recorded, interviewed by an artificial intelligence avatar, or included in the Talent Pool, you must not proceed with the video interview or use the Services.

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Definitions

Unless defined elsewhere in these Terms, capitalised terms have the following meanings:

13.1 Account Details means the details of the Customer’s Account accepted by Zeligate under clause 1.1, as amended from time to time.

13.2 Aggregated Data means data and information related to Customer’s use of the Services to be used by Zeligate in an aggregated and anonymised manner, including to compile statistical and performance information related to the provision and operation of the Services.

13.3 Authorised User means Customer’s employees, consultants, contractors, and agents (a) who are authorised by Customer to access and use the Services; and (b) for whom access to the Services has been purchased by Customer.

13.4 Confidential Information means information about either party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.

13.5 Customer, you or your means you and your Authorised Users.

13.6 Customer Content means any content, including your communications with others, files, photos, documents, audio, digital works, livestreams, videos, profile information, comments, questions, and other content in any form or medium, that is submitted, posted, displayed, transmitted, or otherwise made available on the Services by or on behalf of Customer or any other Authorised User. For the avoidance of doubt, output, copies, reproductions and other derivative works generated by your use of the Services as expressly permitted hereunder which are derived from Customer Content are themselves also Customer Content; provided, however, that Aggregated Data is not Customer Content.

13.7 Documentation means Zeligate’s user manuals, handbooks, guides, FAQs, instructional videos, relating to the Services provided by Zeligate to Customer electronically and relating to the Services available at the Website.

13.8 Intellectual Property Rights mean any and all present and future intellectual and industrial property rights and includes, without limitation, any registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, good will and any commercial information (including know how and confidential information), any application or right to apply for registration of any of these rights, any rights protected or recognized under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.

13.9 Service Description means the description of the Services as set out in the Documentation from time to time.

13.10 Services means the online and/or mobile services, web site, and software provided on or in connection with the service provided by Zeligate under these Terms and as detailed in the Documentation.

13.11 Terms means these terms and conditions and any documents incorporated herein by reference.

13.12 Third-Party Products means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

13.13 Users means all visitors, users, and others who access the Services.

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Website means Zeligate’s website at www.zeligate.ai or such other website or websites notified by Zeligate to Customer from time to time.

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