These Terms of Service ("Terms") govern your access to and use of the website, platform, software, and services (collectively, the "Services") provided by Outhire Pty Ltd ABN 27 664 806 679 ("Outhire", "we", "us", or "our"). By accessing or using our Services, you ("Customer", "you", or "your") agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

1. Service Access and Use

1.1 Access Rights
Subject to these Terms and during any applicable subscription period, Customer may access and use the Services for its internal business purposes. Customer may copy and use any included software and documentation only as needed to access and use the Services.

1.2 Account Registration
To use our Services, you must create an account by providing accurate and complete information. You are responsible for all actions on your account and for all users' compliance with these Terms. You must protect the confidentiality of your passwords and login credentials.

1.3 Account Security
You agree to promptly notify us at support@outhire.ai if you suspect or know of any fraudulent activity with your accounts, passwords, or credentials, or if they become compromised. We will not be liable for any loss or damage arising from your failure to comply with this requirement.

1.4 Account Suspension
We reserve the right to suspend or terminate your account and access to the Services with or without notice if: (a) you have an outstanding, undisputed balance on your account for more than 30 days; (b) you breach Section 2 (Restrictions); or (c) you use the Services in violation of these Terms or in a way that materially and negatively impacts the Services or others.

1.5 Feedback and Usage Data
You may, but are not required to, provide us with feedback, suggestions, or comments about the Services ("Feedback"). You provide all Feedback "AS IS" and we may use it freely without any restriction or obligation. We may collect and analyse data about the provision, use, and performance of the Services ("Usage Data"), and we may freely use Usage Data to maintain, improve, enhance, and promote our products and services. However, we may only disclose Usage Data to others if it is aggregated and does not identify you or your users.

1.6 Your Content
We may copy, display, modify, and use any data, information, or materials you submit to the Services ("Customer Content") only as needed to provide and maintain the Services. You are responsible for the accuracy and content of all Customer Content. You represent and warrant that you and your users have all rights necessary to submit Customer Content to the Services.

1.7 Machine Learning
Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of our products and services, including third-party components. However, (a) Usage Data and Customer Content must be aggregated before such use, and (b) we will use commercially reasonable efforts consistent with industry standard technology to de-identify such data before use. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate and are not a substitute for human oversight.

2. Restrictions

2.1 Prohibited Actions
You agree not to (and will not allow anyone else to):

(a) Reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent Australian law prohibits this restriction);

(b) Provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services;

(c) Remove any proprietary notices or labels;

(d) Copy, modify, or create derivative works of the Services;

(e) Conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services;

(f) Access accounts, information, data, or portions of the Services to which you do not have explicit authorisation;

(g) Use the Services to develop a competing service or product;

(h) Use the Services with any high-risk activities where use or failure could reasonably be expected to lead to death, bodily injury, or environmental damage, or with any activity prohibited by applicable laws;

(i) Use the Services to obtain unauthorised access to anyone else's networks or equipment; or

(j) Upload, submit, or otherwise make available any Customer Content to which you and your users do not have the proper rights.

2.2 Compliance
Use of the Services must comply with all documentation and applicable laws, rules, regulations, and court orders.

3. Fees and Payment

3.1 Fees
You agree to pay all fees and charges specified in the order form or invoice. Unless otherwise specified, all fees are in Australian Dollars (AUD) and are exclusive of GST and other taxes. Except for prorated refunds of prepaid fees allowed with specific termination rights in these Terms, fees are non-refundable.

3.2 Invoicing and Payment
For invoiced arrangements, we will send invoices for usage-based fees in arrears and for all other fees in advance. For automatic payment arrangements, we will automatically charge your credit card, debit card, or other payment method on file, and you authorise all such charges. We will make a copy of your bills or transaction history available to you.

3.3 Taxes
You are responsible for all GST, duties, and levies that apply to fees, which we will itemize in invoices. However, you are not responsible for our income taxes.

3.4 Payment Disputes
If you have a good-faith disagreement about fees charged or invoiced, you must notify us about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. We will work together to resolve the dispute within 15 days.

4. Intellectual Property Rights

4.1 Our Rights
We and our licensors retain all right, title, and interest in and to the Services, whether developed before or after you start using them. This includes all associated intellectual property rights, including trademarks, copyrights, and patents.

4.2 Your Rights
Except for the limited rights we have to use Customer Content as described in Section 1.6 and 1.7, you retain all right, title, and interest in and to your Customer Content.

4.3 Logo Rights
You grant us a non-exclusive, worldwide, royalty-free license to use your company name and logo to identify you as a customer of our Services in our marketing materials and on our website.

5. Privacy and Security

5.1 Personal Data
Before submitting personal data governed by applicable data protection laws (including the Australian Privacy Act 1988 and GDPR if applicable), you must enter into a data processing agreement with us if required. Each party will comply with its obligations regarding personal data.

5.2 Prohibited Data
You will not submit to the Services: (a) patient, medical, or other protected health information; (b) credit, debit, bank account, or other financial account numbers; (c) government ID numbers; (d) special categories of data as defined in GDPR; or (e) other similar categories of sensitive information, unless specifically authorised.

5.3 Security
We will use commercially reasonable efforts to secure the Services from unauthorized access, alteration, or use and other unlawful tampering.

6. Confidentiality

6.1 Confidential Information
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services. You will not use or disclose our Confidential Information except as needed to use the Services, and we will not use or disclose your Confidential Information except as needed to provide the Services. Each party will protect the other's Confidential Information using at least the same protections it uses for its own similar information but no less than a reasonable standard of care.

6.2 Exclusions
Confidential Information does not include information that: (a) was known without any obligation of confidentiality before disclosure; (b) is or becomes publicly known through no fault of the receiving party; (c) is received under no obligation of confidentiality from someone else authorized to make the disclosure; or (d) is independently developed without use of or reference to the disclosing party's information.

7. Term and Termination

7.1 Term
These Terms start when you first access or use the Services and continue until terminated. If you have a paid subscription, it will continue through the subscription period and automatically renew unless you give us at least 30 days' notice before the end of the current period.

7.2 Termination for Breach
Either party may terminate these Terms immediately if the other party: (a) fails to cure a material breach following 30 days' notice; (b) materially breaches in a manner that cannot be cured; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

7.3 Effect of Termination
Upon termination: (a) you will no longer have any right to use the Services; (b) upon your request, we will delete your Customer Content within 60 days; (c) each party will return or destroy the other's Confidential Information; and (d) you will pay any outstanding fees accrued before termination.

7.4 Survival
The following provisions survive termination: Sections 1.5 (Feedback and Usage Data), 1.7 (Machine Learning), 2 (Restrictions), 3 (Fees and Payment) for fees accrued before termination, 4 (Intellectual Property Rights), 6 (Confidentiality), 7.3 (Effect of Termination), 7.4 (Survival), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 11 (General Terms).

8. Warranties and Disclaimers

8.1 Mutual Warranties
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) it is duly organised, validly existing, and in good standing under applicable laws; and (c) it will comply with all applicable laws in performing its obligations or exercising its rights under these Terms.

8.2 Our Warranty
We warrant that we will not materially reduce the general functionality of the Services during your subscription period. If we breach this warranty and cannot resolve the issue within 45 days after you provide us notice, you may terminate your subscription and receive a prorated refund of prepaid fees for the remainder of the subscription period.

8.3 Hiring Decisions Disclaimer
Employers are solely responsible for conducting their own due diligence, including background checks and follow-up interviews, to make informed hiring decisions. Hiring decisions are solely the responsibility of the employer. We are not liable for any employment-related issues, claims, or damages arising from hiring choices made based on information provided by the Services.

8.4 General Disclaimer
The Services are provided on an "as is" and "as available" basis. You agree that your use of the Services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Services, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We make no warranties or representations about the accuracy or completeness of the Services' content and will assume no liability or responsibility for any: (1) errors, mistakes, or inaccuracies of content and materials; (2) personal injury or property damage resulting from your access to and use of the Services; (3) any unauthorised access to or use of our secure servers and/or any personal information and/or financial information stored therein; (4) any interruption or cessation of transmission to or from the Services; (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Services by any third party; or (6) any errors or omissions in any content and materials or for any loss or damage incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services.

We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services or any hyperlinked website, and we will not be a party to or responsible for monitoring any transaction between you and third-party providers.

We make no guarantees that the Services will always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. These disclaimers apply to the maximum extent permitted by law.

9. Limitation of Liability

9.1 Liability Cap
Our total cumulative liability for all claims arising out of or relating to these Terms will not exceed the amount of fees you paid or were payable to us in the 12 months immediately before the claim.

9.2 Damages Waiver
Under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to these Terms, even if informed of the possibility of such damages in advance.

9.3 Applicability
These limitations and waivers apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise, and to the maximum extent permitted by law.

9.4 Exceptions
Nothing in these Terms will limit, exclude, or restrict our liability to the extent prohibited by applicable laws, including Australian Consumer Law.

9.5 User Data Responsibility
We will maintain certain data you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

10. Indemnification

10.1 Our Protection
We will indemnify, defend, and hold you harmless from any claim that the Services, when used according to these Terms, violates, misappropriates, or infringes upon anyone else's intellectual property or other proprietary rights, and all damages, awards, settlements, costs, and expenses (including reasonable attorneys' fees) arising from such claims.

10.2 Your Protection
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, directors, employees, and partners, from and against any loss, damage, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of: (a) your Customer Content; (b) your use of the Services; (c) your breach of these Terms; (d) any breach of your representations and warranties set forth in these Terms; (e) your violation of the rights of a third party, including intellectual property rights; (f) any overt harmful act toward any other user of the Services with whom you connected via the Services; or (g) your breach of Section 2 (Restrictions).

10.3 Procedure and Control
Indemnification obligations are contingent upon the protected party: (a) promptly notifying the indemnifying party of each claim; (b) providing reasonable assistance at the indemnifying party's expense; and (c) giving the indemnifying party sole control over defence and settlement.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

The indemnifying party may not agree to any settlement that contains an admission of fault or materially and adversely impacts the protected party without prior written consent.

11. General Terms

11.1 Entire Agreement
These Terms are the only agreement between the parties about its subject and supersede all prior statements. We expressly reject any terms in your purchase orders or similar documents, which may only be used for accounting purposes.

11.2 Modifications
We may modify these Terms by posting an updated version on our website. Continued use of the Services after modifications constitutes acceptance of the modified Terms. Any other modifications must be in writing and signed by both parties.

11.3 Severability and Waiver
If any term is determined to be invalid or unenforceable, the remaining terms will remain in full force and effect. The failure to enforce a term will not constitute a waiver.

11.4 Governing Law
These Terms are governed by the laws of South Australia, without regard to conflict of laws provisions. The parties will bring any legal action in the courts located in South Australia and each party irrevocably submits to the exclusive jurisdiction of those courts.

11.5 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms upon notice if we undergo a merger, change of control, reorganisation, or sale of substantially all our assets. Any non-permitted assignment is void.

11.6 Notices
Any notice must be in writing and sent to: Outhire Pty Ltd, 33 Pirie Street, Adelaide, South Australia 5000, Australia, or support@outhire.ai. Notices are deemed given upon confirmed delivery if by email or registered mail.

11.7 Independent Contractors
The parties are independent contractors, not agents, partners, or joint venturers.

11.8 No Third-Party Beneficiaries
There are no third-party beneficiaries of these Terms.

11.9 Force Majeure
Neither party will be liable for delay or failure to perform due to events beyond reasonable control, such as natural disasters, war, pandemic, riot, terrorism, or internet failure. This does not excuse your obligation to pay fees.

11.10 Export Controls
You may not export or re-export the Services in violation of any restrictions, laws, or regulations of the Australian government or any other applicable government. You represent that you are not designated on any list of prohibited or sanctioned parties.

11.11 Anti-Bribery
Neither party will take any action that would violate laws prohibiting the offering, giving, promising, or receiving of money or anything of value to improperly obtain business.

12. Contact Information

If you have any questions about these Terms, please contact us at:

Outhire Pty Ltd
33 Pirie Street
Adelaide, South Australia 5000
Australia
Email: support@outhire.ai