Enterprise Licence Agreement

Important notice

This ConnectCV Licence Agreement governs any Order Form signed by you (as identified in the Order Form) and ConnectCVGlobal Pty Ltd (ACN 632 252 978) (we, us or our). This ConnectCV Licence Agreement (including any incorporated terms) and the applicable Order Form comprise the complete understanding between you and us regarding your use of the ConnectCV Software and our supply of related services in connection with the ConnectCV Software (the Agreement).

1. Your licence

1.1

We grant to you a non-exclusive, world-wide, non-transferable licence to use the ConnectCV Software during the Term solely in connection with the operation of the Website, subject to and in accordance with the terms and conditions set out in this Agreement.

1.2

You may permit End Users to use the ConnectCV Software as part of the normal process of using the Website, subject to any limit on the number of End Users set out in your Order Form. You must ensure that End Users comply with the End User Agreement.

1.3

You must not (and must ensure that your Personnel and End Users do not):

(i)

use the ConnectCV Software for any purpose or in any manner other than as set out in clause 1.1;

(ii)

use the ConnectCV Software in any way that could damage our reputation, or the goodwill or other rights associated with the ConnectCV Software;

(iii)

permit any third party to use the ConnectCV Software other than as set out in clause 1.2;

(iv)

permit any person to link to any page containing any part of the ConnectCV Software (including via a hyperlink or RSS feed) without our prior written consent;

(v)

except as expressly permitted by the Agreement, and except to the extent that applicable laws prevent us restraining you from doing so:

(A)

reproduce, sub-licence, publish, broadcast, transmit, distribute, make error corrections to or otherwise modify or adapt the ConnectCV Software;

(B)

sell, otherwise transfer or commercially exploit the ConnectCV Software;

(C)

create any derivative works based upon the ConnectCV Software, or any technology underlying the ConnectCV Software; or

(D)

de-compile, disassemble or otherwise reverse engineer the ConnectCV Software or permit any third party to do so; or

(vi)

modify or remove any copyright or proprietary notices on the ConnectCV Software.

2. Delivery and installation

2.1

We will use reasonable endeavours to make the ConnectCV Software available for you to download within 5 Business Days of the Start Date.

2.2

If you reasonably request, we will install the ConnectCV Software on your computer equipment at a time agreed between the parties. You must ensure that the computer equipment on which the ConnectCV Software is to be installed is in good, up-to-date working order and operating condition when we commence installation of the ConnectCV Software.

3. Changes to this Agreement

3.1

We may update or modify this Agreement (other than the terms set out in an Order Form) from time to time, including upgrading, updating or discontinuing any aspect or feature of the ConnectCV Software (in whole or in part).

3.2

If we make material changes to the Agreement, we will provide you with notice through the Website, or by other means, to provide you the opportunity to review the changes before they become effective. If you object to any changes, you can close your Website account. Your continued use of the Website after we publish or send a notice about our changes to the Agreement means you are consenting to the updated Agreement.

3.3

We agree that:

(i)

changes to the Agreement cannot be retroactive; and

(ii)

if we discontinue any aspect or feature of the ConnectCV Software during the Term, then we will provide you with an alternative or replacement service.

4. Payment & invoices

4.1

In consideration of the rights granted to you under this Agreement, you agree to pay us the Fees as set out in your Order Form.

4.2

The Fees are payable annually in advance, with the first payment to be made no later than 3 Business Days after the Start Date and thereafter Fees are payable within 30 days of the date of invoice.

4.3

You must pay the Fees by electronic funds transfer to the bank account nominated by us in your Order Form. Payment of the Fees is non-refundable, unless otherwise agreed with us in writing.

4.4

Your Fees will be fixed for the Term, unless you exceed your Maximum End User Count. If you exceed your Maximum End User Count, we reserve the right to increase your Fees to reflect this increased usage.

4.5

If you do not pay any amount due under the Agreement on time, we may:

(i)

on 7 days' notice, suspend your access to the ConnectCV Software and the Website until all unpaid amounts are paid; and.

(ii)

charge you interest (calculated daily) at a rate of 3 percent of the unpaid amount..

5. Taxes

5.1

All amounts payable under the Agreement are expressed exclusive of Tax and subject to clauses 5.2 and 5.3, you agree to pay all Taxes in connection with this Agreement

5.2

Where GST is imposed on a taxable supply made in connection with this Agreement and the recipient of that supply receives a tax invoice for that supply, the recipient must pay the GST to the supplier (without deduction or set-off) by the tax invoice due date.

5.3

If one party is required to indemnify or reimburse another party (Payee) for any cost, loss or expense, the indemnity or reimbursement payable does not include any amount for which the Payee (or an entity grouped with the payee for GST purposes) is entitled to an input tax credit, but will be increased in accordance with clause 5.2 if the amount payable is consideration for a taxable supply.

6. Intellectual Property Rights

6.1

Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights and you:

(i)

acknowledge that we own all Intellectual Property Rights in the ConnectCV Software; and

(ii)

agree not to, directly or indirectly, do anything that would or might invalidate or put in dispute our title in the ConnectCV Software.

6.2

We warrant that:

(i)

we have the right to licence the Intellectual Property Rights to the extent contemplated by this Agreement;

(ii)

the performance of our obligations under this Agreement do not infringe the Intellectual Property Rights of any person; and

(iii)

we have not received notice of, and are not aware of, any Infringement Claim.

6.3

If any person makes an Infringement Claim, you must:

(i)

promptly notify us in writing;

(ii)

not make any admissions or take any action in relation to the Infringement Claim without our prior written consent;

(iii)

permit us control over any and all investigations, negotiations, settlement and dispute resolution proceedings relating to the Infringement Claim; and

(iv)

cooperate with, assist and act at all times in accordance with our instructions in relation to the Infringement Claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.

7. Website Content and access

7.1

You own all the content, feedback, posts, data and personal information that you provide to us or transmit through the Website or through any use of the Website by your Personnel (together, the Website Content).

7.2

You grant us a non-exclusive, world-wide, transferable, sub-licensable, irrevocable licence to use, copy, modify, distribute, publish, and process any Website Content without any further consent, notice and / or compensation to you or others, for the purposes of:

(i)

managing our internal reporting requirements;

(ii)

collating statistical information about use of the ConnectCV Software and / or the Website;

(iii)

analysing and reporting on End User behaviour on the Website;

(iv)

obtaining and analysing End User trends and preparing statistical reports;

(v)

generally improving the user experience for you, your Personnel and End Users; and

(vi)

any activities or functions incidental to items (i) to (v) above and which are reasonably required for the proper performance of our obligations under the Agreement.

7.3

You can end this license for specific content by deleting that content from the Website, or generally by closing your Website account, except:

(i)

to the extent you shared it with others through the Website and they copied, re-shared it or stored it; and

(ii)

for the reasonable time it takes to remove from backup and other systems.

7.4

You agree that if Website Content includes personal data, it is subject to our Privacy Policy. You agree that we may access, store, process and use any information and personal data that you provide in accordance with the terms of our Privacy Policy.

7.5

You warrant that you:

(i)

have the right to share the Website Content on the Website; and

(ii)

will only provide Website Context to the extent it does not violate the law nor anyone's rights (including Intellectual Property Rights).

7.6

We may be required by law to remove certain Website information or content in certain countries.

7.7

We reserve the right to restrict, suspend, or terminate your Website account and / or access to ConnectCV Software, if we believe that you or any of your Personnel or End Users may be in breach of this Agreement or any applicable law, or are misusing the Website or the ConnectCV Software.

8. Term and automatic extension

8.1

The Agreement begins on the Start Date and continues for the Initial Term as specified in your Order Form (or for a period of 3 years in the case where an Initial Term is not specified in the Order Form), unless terminated earlier or extended in accordance with its terms.

8.2

The Agreement will automatically renew for successive periods equal to the Initial Term (each a Renewal Term) unless either party notifies the other party in writing at least 30 days prior to the expiration of the Initial Term (or any Renewal Term, as the context requires) of its intent not to renew.

9. Termination

9.1

Subject to clause 9.2, either party may terminate this Agreement at any time without cause, in whole or in part, by giving the other party 30 days' written notice.

9.2

We may immediately terminate this Agreement, in whole or in part, by giving you written notice if:

(i)

you commit a material breach of the Agreement and the breach:

(A)

is not capable of being remedied; or

(B)

is capable of being remedied, but you fail to remedy the breach within 5 Business Days after receiving written notice from us;

(ii)

you fail to pay any amount of the Fees when due and do not remedy that breach within 5 Business Days after receiving written notice from us;

(iii)

you commit any act or omission that is fraudulent, dishonest, criminal or otherwise demonstrates serious misconduct; or

(iv)

you are Insolvent.

10. Consequences of termination

10.1

If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:

(i)

the parties are immediately released from their obligations under the Agreement except those obligations in clauses 6.3, 12, 13, 14, 16, 17, 18 and this clause 10 and any other obligations that, by their nature, survive termination;

(ii)

each party retains the Claims it has against the other;

(iii)

your right to use the ConnectCV Software immediately ceases and the licences granted under this Agreement terminate;

(iv)

we will terminate your Website account and / or access to ConnectCV Software;

(v)

you must immediately delete all copies of the ConnectCV Software in your possession or control and immediately cease using the Website; and

(vi)

you must immediately pay all outstanding Fees.

11. Audit

11.1

You must permit us (or our nominated auditor) to audit your records and premises at any time during the Term and for 5 years following the end of the Term, on at least 5 days written notice, for the purpose of confirming your compliance with this Agreement.

12. Warranties

12.1

We warrant to you that:.

(i)

the ConnectCV Software will meet the description as set out in the Technical Specification;.

(ii)

we will deliver the ConnectCV Software with due care and skill; and.

(iii)

all work we perform in connection with the ConnectCV will be carried out by of competent and suitably qualified Personnel..

12.2

Each party represents and warrants that:.

(i)

it is validly existing under the laws of its place of incorporation and has the power and authority to carry on its business as that business is now being conducted;.

(ii)

it has the power and authority to enter into and perform its obligations under this Agreement; and.

(iii)

entering into and performing its obligations under this Agreement will not breach any contractual obligations it owes to any other person..

13. Liability exclusions and limits

13.1

To the full extent permitted by law:

(i)

neither party will be liable to the other for lost profits or lost business opportunities, loss of data, or any indirect, incidental or consequential damages; and

(ii)

we exclude all liability, representations, warranties and terms (whether express or implied) other than those expressly set out in this Agreement. For any liability which cannot lawfully be excluded, but can be limited, our liability is limited to our choice of re-supplying or paying the cost of re-supplying services and repairing, replacing or paying the cost of repairing or replacing goods.

13.2

Either party's liability for any Claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the Claim.

13.3

Our total aggregate liability for all Claims relating to this Agreement is limited to the Fees payable during the 12-month period before the event giving rise to the liability under this Agreement.

13.4

Nothing in the Agreement operates to limit or exclude liability that cannot be limited or excluded by law.

14. Confidentiality

14.1

A party must not, without the prior written consent of the other, use or disclose the other party's Confidential Information unless expressly permitted by the Agreement or required to do so by law or any regulatory authority..

14.2

A party may:.

(i)

use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under the Agreement; and.

(ii)

disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to the Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained..

14.3

Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party's Confidential Information whilst it is in the receiving party's possession or control..

14.4

Each party must return, or at the other party's option destroy, all Confidential Information of the disclosing party in the receiving party's possession or control, on the earlier of the Licensor's request or on termination of the Agreement for any reason..

15. Dispute resolution

15.1

The parties agree to use best endeavours to resolve in good faith any dispute concerning the Agreement. Each party must follow the procedures in this clause 15 before starting court proceedings (except for urgent injunctive or declaratory relief).

15.2

If a dispute arises between the parties that cannot be resolved promptly, either party may notify the other party of a formal dispute. Each party must then nominate a senior executive to meet within 5 days of the notice (or another agreed period) to try and resolve the dispute.

15.3

If the dispute remains unresolved, the parties must try to resolve it by mediation administered by the Australian Commercial Disputes Centre according to its Mediation Guidelines.

16. Notices

16.1

Unless agreed otherwise, all notices given under the Agreement must be in writing and delivered by hand, post or email to the party's representative and nominated address set out in the relevant Order Form.

16.2

A notice will be deemed given and received:

(i)

by hand, on delivery to the nominated address;

(ii)

by post, on the third (or tenth, if posted to or from a place outside Australia) Business Day after posting; or

(iii)

by email, at the time of successful receipt by the recipient, evidence by the transmission of an electronic read receipt or three hours after the email was successfully sent and provided no "out of office" or delivery failure message is received within that time.

16.3

If any notice or consent given by hand or post is received on a day that is not a Business Day or after 5pm in the place of receipt, then it is deemed to be received at 9am on the next Business Day in that place.

17. General

17.1

You must not assign, sublicence or otherwise deal in any other way with any of its rights under the Agreement without our prior written consent.

17.2

The Agreement may be amended only by a document signed by all parties.

17.3

The Agreement may be executed in counterparts which will be taken together to constitute one document.

17.4

Nothing contained in the Agreement creates any relationship of partnership or agency between the parties.

17.5

If a provision of the Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

17.6

Each party must at its own expense do everything reasonably necessary to give full effect to the Agreement and the events contemplated by it.

17.7

The Agreement is the entire agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements. Other than as expressly set out in the Agreement, no party has relied on any representation made by or on behalf of the other.

17.8

A provision of or a right under the Agreement may not be waived or varied except in writing signed by the person to be bound.

17.9

A party will not be responsible for a failure to comply with its obligations under the Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.

17.10

Without limiting any other right to terminate under the Agreement, if a Force Majeure Event affects a party's performance under the Agreement for more than 60 consecutive days, the other party may immediately terminate the Agreement by written notice.

17.11

The Agreement is governed by the laws of Victoria, Australia and each party submits to the jurisdiction of the courts of Victoria, Australia.

18. Dictionary

In the Agreement, unless the context indicates the contrary:.

Agreement means this ConnectCV Licence Agreement (including any incorporated terms) and any applicable Order Form..

Business Day means a day which is not a Saturday, Sunday or a day that is appointed as a public holiday in Melbourne (or, in the context of the notice provisions, in the place of receipt)..

Business Hours means 9:00am to 5:00pm on a Business Day..

Claim means a demand, claim, suit, action or proceeding made or brought, however arising, whether in contract, tort (including negligence), statute or otherwise and whether present, unascertained, future or contingent..

Confidential Information means:.

(a)

the details set out in your Order Form;.

(b)

any information, data or material (whether in material form or not) that is:.

(i)

disclosed or revealed (whether directly or indirectly) by a party to the other party under or in relation to the Agreement; and.

(ii)

by its nature is confidential, is designated by the disclosing party as confidential, or the receiving party knows or reasonably ought to know is confidential; and.

(c)

copies of any of the information, data or material referred to in clause (b) above,. but does not include information that:

(d)

is or becomes generally available in the public domain, other than through any breach of confidence;.

(e)

is rightfully obtained by the receiving party from a third person other than as a result of a breach of confidence; or

(f)

has been independently developed or obtained without a breach of the Agreement.

ConnectCV Software means the software programs owned by us and delivered to you pursuant to this Agreement, and includes all related firmware, updates and documentation made available to you for use with the ConnectCV Software.

End User means any individual (including Personnel) who is authorised by you to use the ConnectCV Software and the Website pursuant to your Order Form and the Agreement, and who has signed up to use the Website under our End User Agreement.

End User Agreement means the end user agreement available at www.connectcv.com as updated by us from time to time, and which End Users agree to when they sign up to use the Website. The terms of the End User Agreement are incorporated into this Agreement.

Fees means the license fees payable by you to us, as set out in your Order Form.

Force Majeure Event means any event beyond the control of the relevant party.

GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax.

Infringement Claim means a Claim by a third party that the exercise of any rights or obligations under this Agreement, including the licence of the ConnectCV Software, infringes or may infringe the Intellectual Property Rights of that third party.

Intellectual Property Rights means all industrial and / or intellectual property rights, and includes any patents, registered designs, copyright (including future copyright), trade or service marks (whether registered or unregistered), trade secrets, Moral Rights, know-how, rights in relation to circuit layouts, or other proprietary right, and applications for, and rights to apply for, registration of any of these things.

Insolvent means an administrator, receiver, liquidator or provisional liquidator is appointed to a party, or a party resolves to enter into any settlement, moratorium or similar arrangement for the benefit of its creditors, or a party is unable to pay its debts when they are due.

Maximum End User Count means the maximum number your End Users permitted to use the ConnectCV Software and the Website, as specified in your Order Form.

Moral Rights has the meaning given to that term in the Copyright Act 1968 (Cth) and includes a right of a similar nature that is conferrable by statute, and that exists or comes into existence anywhere in the world.

Order Form means a completed version of our standard order form for ordering ConnectCV Software and related services, or other form of order acceptable to us, that has been submitted to us by you, and that we have accepted in writing. Each Order Form will specify: (i) party notice details; (ii) a description of the ConnectCV Software to be licensed; (ii) the term of the Agreement; (iii) the Fees to be paid for the licence and related services; and (iv) any additional terms and conditions as agreed between you and us.

Personnel of a party means that party's officers, employees, secondees, agents, contractors, subcontractors and consultants.

Privacy Policy means the privacy policy available at www.connectcv.com, as updated by us from time to time. The terms of the Privacy Policy are incorporated into this Agreement.

Start Date means the date the last party signs the Order Form.

Tax means any tax, levy, duty, charge, deduction or withholding, however described, imposed by law or a government agency, together with any related interest, penalty or fine, including in respect of GST and VAT, but excluding income tax.

Technical Specification means the ConnectCV Software technical specification summary document, which we will provide you on or around the Start Date.

Term means the Initial Term and any Renewal Term, unless terminated earlier in accordance with this Agreement.

Website means www.connectcv.com, and any other website owned, hosted, licensed and / or operated by us for the purposes of providing access to the ConnectCV Software, and includes the customer branded versions of these websites hosted by us.

Website Content is defined in clause 7.1.

19. Interpretation

In the Agreement, unless the context requires otherwise:

(a)

an expression indicating a person includes an individual, a company, partnership, joint venture, association, corporation or other body corporate;

(b)

a reference to a party means a party to the applicable Agreement and includes that party's successors and permitted assigns;

(c)

any obligation on a party includes an obligation to procure compliance by that party's Personnel;

(d)

no rule of construction will apply to the disadvantage of a party because that party put forward the clause or would otherwise benefit from it;

(e)

a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it;

(f)

if the date on or by which any act must be done under the Agreement is not a Business Day, then the act must be done on or by the next Business Day;

(g)

the words 'includes' or 'including', or similar expressions, are not words of limitation;

(h)

headings are for convenience and do not form part of the Agreement or otherwise affect the interpretation of the Agreement; and

(i)

a reference to "$", "dollars" or "AUD" is a reference to the lawful currency of the Commonwealth of Australia.