TERMS OF SERVICE
1. Welcome to MumbleMe!
1.1 Our mission at MumbleMe is to match highly skilled professional working mothers and other individuals with businesses offering flexible work opportunities in a structure that is attractive and rewarding for all parties. In that regard, our platform is a web-based marketplace (“Platform”) accessed via our site where companies (each, “Company” or “Companies“) seeking business related services to connect with independent professional and consultant individuals (each, “Talent“) for placement services including project-based staffing, interim and permanent staffing, and strategic advisory services (“Services“). Companies or Talent may be referred to in these Terms of Service as “User” or “Users.” In order to utilize our Platform, Users must enter our website(s). Our website(s) together with our Platform are collectively known as our (“Site“).
1.2 To make these Terms of Service easier to read, the terms “MumbleMe” “we,” “us” and “our” refer to MumbleMe Pty Ltd (ACN 662 675 961) and our affiliates and subsidiaries. The terms “you” or “your” shall mean any person or company who accesses our Site.
2. Contract
2.1 By clicking “Join Now”, “Join MumbleMe”, “Sign Up” or similar, registering, accessing or using our Services (described below), you affirm that you have read the entirety of these terms (“Terms of Service” or “Terms“) along with the MumbleMe’s Privacy Policy (which includes our Cookie Policy), that you understand these Terms and agree to be bound by them, including the Privacy Policy, and that you are agreeing to enter into a legally binding contract with MumbleMe Pty Ltd from the time you first joined or registered on MumbleMe’s Site or otherwise began to use MumbleMe’s Services (“Effective Date“).
2.2 These Terms of Service apply to all of MumbleMe’s websites including: mumbleme.com.au and its subdomains (where relevant) or other online properties, mobile applications, social media sites, live events that reference or link to these Terms of Service.
2.3 If you are accessing the Site and/or using any Services on behalf of an employer, or an Affiliate of such entity or any other entity, you represent and warrant that you have the legal authority to bind such entity, its Affiliates and any representatives it allows to access and use the Services to these Terms of Service.
2.4 If you do not agree to these Terms of Service, do not click “Join Now” (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by closing your account and no longer accessing or using our Services.
2.5 Terms of Service Construction
All Users
(a) There are three (3) general groups that will access and utilize MumbleMe’s Site: MumbleMe, Company and Talent. Not every party needs to be bound by each section. For such sections MumbleMe will denote which party is to be bound by that section in italics below the section heading. For example, if Talent is not bound by a certain section, but Company is, “Company” will be listed below the subject heading. In the case that all parties are bound by the Terms, which occurs for the overwhelming majority of the sections of the Terms, “All Users” will be listed below the section heading. Where “All Users”, “Company”, or “Talent” is not specified below a heading, that section should be taken as applying to all Users.
(b) The headings, and above table of contents of these Terms of Service are solely for convenience and shall not be deemed to limit or affect any of the provisions herein.
2.6 Changes to our Terms of Service
All Users
MumbleMe may revise our Terms of Service, our Privacy Policy, our Cookie Policy or any other incorporated portions of this contract from time to time, in which case the new Terms will supersede prior versions. If MumbleMe makes any material changes to its Terms, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes. We agree that changes cannot be retroactive. Your continued use of our Services after the effective date, i.e. the date the revised terms are published, constitutes your acceptance of the revised Terms of Service.
3. ACCESSING THE SITE & ACCOUNT SECURITY
All Users
3.1 To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
3.2 We may use third parties to perform services in connection with our internal operations and the operation of the Site. By using our Sites, you acknowledge and agree to MumbleMe’s use of such third-party service providers.
3.3 If you choose, or are provided with, login credentials, a user name, password or any other piece of information as part of our authentication procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity.
3.4 You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your login credentials, user name, password or other authentication information. You agree to notify us immediately of any unauthorised access to or use of your login credentials, user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer, or via public wireless access points, so that others are not able to view or record or intercept your password or other personal information.
4. SERVICE ELIGIBILITY
All Users
4.1 The Site and the Services are available only to Users (as defined below) who can form legally binding contracts under applicable law. By using the Site or the Services, User represents and warrants that User is at least eighteen (18) years of age.
4.2 We provide this Site for use only by persons located in Australia and who are authorised to work in Australia under applicable laws, as its Site, Platform, and servers are based in Australia. We make no claims that the Site or any of its content is accessible or appropriate outside of Australia. Access to the Site and Services may not be legal by certain persons or in certain countries. If you access the Site and Services from outside Australia, you do so on your own initiative and are responsible for compliance with local laws.
4.3 If a User is visiting the Site from a country other than Australia, where MumbleMe’s servers are located, User’s communications with us may result in the transfer of information (including User’s registration or Personal information, as described below) across international boundaries. By visiting the Site and communicating electronically with us, User consents to such transfers.
5. SERVICES
5.1 Platform Services
Company
(a) MumbleMe will perform for Company the Services subject to these Terms.
(b) The duties and responsibilities of the Parties may vary based on the Services being provided. Below such duties and responsibilities are detailed according to the applicable Platform Services.
5.2 Open Roles & Company Information
Company
In order to generate more targeted interest in open roles on MumbleMe’s marketplace, we may, unless otherwise agreed upon on an use the Company’s name, logo, industry, and general location in any posts.
6. DIRECT HIRE SERVICES
6.1 MumbleMe’s Duties for Direct Hire Services
Company
MumbleMe provides sourcing and recruiting Services for Companies who wish to fill vacancies by directly hiring and employing Talent (“Direct Hire Services“). In providing Direct Hire Services, MumbleMe will:
(a) Based on the Company’s description of the role, facilitate the shortlisting and interviews (by the Company) of appropriate candidates for the Company’s vacant role;
(b) Comply with applicable Commonwealth and State/Territory laws in the performance of the Direct Hire Services.
6.2 Company’s Duties for Direct Hire Services
Company
In the course of receiving Direct Hire Services, the Company will:
(a) Be responsible for determining the scope of Services and the type of Talent engagement, meaning Direct Hire or Independent Contractor;
(b) Be solely responsible for the final selection of Talent to hire;
(c) Be responsible for procuring background checks on Talent selected for hire by Company, and ensuring such background checks comply with any applicable Commonwealth and State/Territory laws;
(d) Be responsible for confirming that the Talent have the applicable visas/working rights required for the relevant role pursuant to the requirements of the Company and in accordance with any applicable Commonwealth and State/Territory laws;
(e) Provide Talent with copies of Company’s policies and procedures prior to, or as soon as possible after, the Talent commencing work with the Company;
(f) To the extent that Talent may require access to Company’s premises, facilities, or systems, provide Talent with copies of Company’s security procedures and rules with respect to access to Company’s premises, facilities, and systems;
(g) Provide Talent with all onboarding and training to enable the Talent to carry out the duties and tasks, and assume responsibilities that the Company assigns to the Talent;
(h) Ensure that the Talent is provided with a safe workplace pursuant to applicable workplace health and safety laws and take appropriate action to remedy any bullying, harassment, or other harm to the Talent;
(i) Properly supervise Talent performing work and be responsible for Company’s business operations, products, services, and intellectual property;
(j) Make timely payments to MumbleMe for all Services performed by MumbleMe, subject to these Terms; and
(k) Provide a work environment, culture, and processes aligned with its representations regarding flexible work arrangements for the role and the Company’s general willingness to adopt flexible work arrangements for its employees.
6.3 Replacement for Direct Hire Services
Company
(a) In the event the direct employment of a Talent hired by Company via MumbleMe’s Direct Hire Services lasts less than 90 calendar days, and provided that all fees and expenses relating to such have been paid, MumbleMe will provide a list of qualified Talent to replace the hire for the same position at no additional charge to Company. MumbleMe will communicate with Company within three (3) business days upon notice of an early separation of Talent in order to confirm the scope of the qualified Talent for potential replacement.
(b) This replacement guarantee is contingent upon MumbleMe receiving the full Direct Hire fee (“Placement Fee“) within fourteen (14) days of the invoice due date. The invoice date represents the placement date of the Talent. In the event the Placement Fee has not been paid within terms, MumbleMe is under no obligation to re-supply its Services or provide any refund.
(c) Replacement services will not be made if:
(i) Company hires a replacement from any source other than MumbleMe;
(ii) Company is no longer actively seeking to fill the position;
(iii) Company materially changes the details of the position including the length of the contract/project, the location, the salary or other details that would make the role reasonably to be considered different from the original position;
(iv) Talent’s employment was terminated due to a genuine redundancy as defined under the Fair Work Act 2009 (Cth);
(v) Talent’s termination of employment by the Company constituted unfair dismissal or an adverse action in breach of the Fair Work Act 2009 (Cth);
(vi) Talent had lost the capacity to continue working in the position due to work-related illness or injury that arose during employment with the Company; or
(vii) Talent resigns because the Company has significantly modified the Talent’s job duties, or assigned Talent to another position within the Company that is significantly different from the position that the Talent was originally hired for, or the Talent felt compelled to resign due to workplace bullying or harassment.
(d) No refund shall be provided in the event that a Talent’s employment is terminated (whether at the initiative of the Talent or the Company) for any reason.
7. INDEPENDENT CONTRACTOR SERVICES
7.1 Intermediary Payer [NOTE: COMING SOON]
Company
(a) MumbleMe may provide Intermediary Payer services.
(b) MumbleMe is taken to be an “Intermediary Payer” if it is appointed by the Company to collect payments from the Company for the services rendered by the Talent to the Company (on behalf of the Talent) and remit the balance of such fees less MumbleMe’s Service fees, to the Talent.
7.2 MumbleMe Duties for Independent Contractor Services
Company
(a) MumbleMe provides certain sourcing and payment processing services to Companies who wish to engage Talent as an Independent Contractor (“IC Services“). In providing IC Services, MumbleMe will:
(i) Based on the Company’s description of the role or project, MumbleMe may provide sourcing assistance and to facilitate the shortlisting and interview processes of appropriate candidates for the Company’s vacant role or project;
(ii) Subject to the payment terms set forth in these Terms, collect payment from Company;
(iii) If MumbleMe is the Intermediary Payer, process timely payment to Talent for approved hours worked by Talent through MumbleMe or MumbleMe’s third-party vendor;
(iv) Comply with applicable Commonwealth and State/Territory laws applicable to its performance of the Services as set forth in these Terms; and
(v) Assist Company and Talent with resolving disputes that may arise from time to time.
(b) In providing IC Services, MumbleMe will not:
(i) Provide any assistance in the classification of Talent as an employee or an independent contractor;
(ii) Be a party to the contract between the Talent and the Company; or
(iii) Provide any type of benefits to Talent that are typically associated with an employment engagement.
(c) Unless otherwise agreed to in writing by the Parties, the duties and responsibilities listed in clause 7.2(a) and (b) above describe MumbleMe’s complete scope of IC Services under these Terms.
7.3 Company’s Duties for Independent Contractor Services
Company
(a) If a Company wishes to engage Talent as an independent contractor, Company will:
(i) Be responsible for determining the scope of Services;
(ii) Be solely responsible for the final selection of Talent with whom Company contracts;
(iii) Be solely responsible for negotiating the terms of the contract with the Talent;
(iv) Be solely responsible for and assume all liability for determining whether Talent should be engaged as an independent contractor or an employee and engaging them accordingly. Company warrants its decisions regarding classification are correct and its manner of engaging Talent complies with applicable laws, regulations, and rules. MumbleMe shall not be responsible or liable to Company, Talent or any third party for the determination of independent contractor status;
(v) Be solely responsible for procuring background checks on Talent selected for hire by Company, and ensuring such background checks comply with any applicable Commonwealth and State/Territory laws;
(vi) Be responsible for confirming that the Talent has the applicable visas/working rights required for the relevant role pursuant to the requirements of the Company and in accordance with any applicable Commonwealth and State/Territory laws;
(vii) To the extent that Talent may require access to Company’s premises, facilities, or systems, provide Talent with copies of Company’s security procedures and rules with respect to access to Company’s premises, facilities, and systems;
(viii) Properly oversee Talent’s delivery of services and be responsible for Company’s business operations, products, services, security and intellectual property;
(ix) Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Talent to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without MumbleMe’s express prior written approval or as strictly required by the scope of work or job description provided to MumbleMe;
(x) Ensure all terms of the contract entered into between Company and Talent are fulfilled;
(xi) Use MumbleMe’s template independent contractor agreement to engage Talent, or another form of written independent contractor agreement that provides similar protections to MumbleMe (“IC Agreement”);
(xii) If MumbleMe is the Intermediary Payer, then in order to assist MumbleMe with the accurate processing of payment for services rendered by the Talent:
(A) provide MumbleMe with a copy of the executed IC Agreement. Company further understands that an engagement cannot begin until a copy of the executed IC Agreement has been provided to MumbleMe; and
(B) cooperate with MumbleMe regarding any inquiries related to payment or the end of an assignment;
(xiii) Make timely payments to MumbleMe for all Services performed by MumbleMe or the Talent (as the case may be), subject to these Terms;
(xiv) To the fullest extent permitted by law, indemnify MumbleMe against any and all claims for compensation, damage, loss, or penalties (including but not limited to claims for underpayment or wage theft; non-compliance with pay-as-you-go withholding, superannuation, payroll tax, or workers’ compensation laws; breach of an enterprise agreement or other industrial instrument under the Fair Work Act 2009 (Cth) or industrial relations legislation of a State or Territory; fines and penalties arising from the aforementioned; and legal costs and expenses), arising from the Company’s misclassification of the Talent as an independent contractor;
(xv) Cooperate with MumbleMe and any relevant authorities in any investigation or legal proceedings against MumbleMe to confirm to the relevant authority that MumbleMe is not and was not an employer of Talent in the provision of MumbleMe’s IC Services, nor was MumbleMe a party to the IC Agreement. Further, Company understands and consents that MumbleMe, in responding to any legal or governmental inquiries, may divulge the existence and terms of an IC Agreement between Company and Talent, notwithstanding the Confidentiality section in these Terms of Service.
(xvi) Company understands and agrees that any provisioning and retrieval of equipment, and the recovery of any debt, between Company and Talent is the sole responsibility of the Company.
(xvii) Provide a work environment, culture, and processes aligned with its representations regarding flexible work arrangements for the role and the Company’s general willingness to adopt flexible work arrangements for its workforce.
(b) Nothing in these Terms shall be construed to create any association, partnership, joint venture, employee or agency relationship between the Company and MumbleMe, or Talent and MumbleMe. MumbleMe does not in any way, directly or indirectly, manage, supervise, or control Talent’s work, Talent’s work hours or locations or any other terms of the contract entered into between the Company and Talent.
7.4 Taxes and Independent Contractor Services
All Users
(a) MumbleMe is not responsible for withholding or paying any income, payroll, or other Commonwealth and State/Territory taxes, making any superannuation contributions, including for unemployment or disability, or obtaining worker’s compensation insurance on Talent’s behalf. For tax purposes, MumbleMe is a third-party processor only, and is not responsible for any tax related matters including, without limitation, determining the tax status of the relationship between a Company and Talent or a party’s tax filing obligations.
(b) Talent is responsible for considering their own tax obligations including registration requirements such as obtaining an Australian Business Number (“ABN”), Tax File Number (“TFN”) or Goods and Services Tax (“GST”) registration and/or any other relevant requirements under the applicable Commonwealth and State/Territory laws.
7.5 Renewal or Extension
If the Company wishes to extend or renew the IC Agreement, the Company must:
(a) notify MumbleMe of its intention to extend or renew the IC Agreement; and
(b) pay the fee to MumbleMe for the IC Services at the same rate as for the original IC Services, subject to mutual agreement by the parties to the contrary.
7.6 Conversion Fee for Independent Contractors
All Users
(a) When a Company converts Talent it has engaged via our IC Services to a direct placement with its own Company, MumbleMe will collect from the Company a fee for this conversion (“Conversion Fee“).
(b) The Conversion Fee will be 15% of Talent’s annualised compensation including estimated commissions and any bonuses, including a signing bonus.
7.7 Off-Platform Services
Company
MumbleMe offers certain Services that do not involve the Company’s use of the Platform and Site. Company may engage MumbleMe for such services via a separate agreement. However, Company understands and agrees that it must agree to these Terms of Service in order to access the Platform and utilise any Services MumbleMe provides through its Platform.
7.8 Subscription Services
Company
From time to time, MumbleMe may offer certain Services on a subscription basis (“Subscription Services“). Certain terms and conditions (e.g. term, termination, payment) may differ from those stated in these Terms. Any differences between the terms and conditions for Subscription Services and these Terms shall be detailed on the sign-up pages on the Site for the Subscription Services, and such terms and conditions shall prevail to the extent of any inconsistency with these Terms.
8. INVOICING & PAYMENT TERMS
Company
8.1 Invoicing for Direct Hire Services
(a) MumbleMe shall provide invoices for Direct Hire Services within fourteen (14) days of hiring of Talent by Company.
(b) Company will pay the full amount listed on each invoice to MumbleMe within fourteen (14) days of the date of invoice submitted by MumbleMe, unless Company has a good-faith dispute with the invoice amount.
8.2 Invoicing for Independent Contractor Services [COMING SOON]
Company
(a) MumbleMe shall provide invoices for IC Services within fourteen (14) days of the first date the Talent begins to provide its services to the Company. Thereafter, MumbleMe shall invoice Company as part of MumbleMe’s payment processing services.
(b) MumbleMe will issue invoices to the Company at regular intervals for fees payable in relation to Talent that are performing services for Company.
(c) Invoices will be supported by time sheets or other agreed reports for documenting time worked or work completed by Talent.
(d) When Company provides payment for an invoice, Company understands and agrees that submitted timesheet or report will be considered approved by Company. Any dispute to a given timesheet or report must be brought to the attention of MumbleMe promptly and in any case no later than the date by which payment for the respective invoice is due. Failure to notify MumbleMe of a disputed invoice, timesheet or report within the timeframe detailed above will prohibit Company from using such grounds to dispute an invoice.
8.3 Payment
Company
The Company shall pay all invoices within fourteen (14) days of the date of the relevant invoice.
8.4 Invoice Disputes
Company
(a) In the event Company has a good-faith dispute about a portion of an invoiced amount, Company will pay the undisputed portion within the due date for the relevant invoice.
(b) If the Company wishes to raise any dispute about an invoice or any portion of the invoiced amount, the Company must provide written notice to MumbleMe detailing the amount and basis of its dispute, no later than the due date for the invoice. If you do not raise a dispute to our attention by the due date on the relevant invoice, you waive the right to raise any dispute in relation to the invoice.
(c) Any concession, extension, or indulgence provided by MumbleMe to the Company will not constitute a waiver of any of MumbleMe’s rights under these Terms.
8.5 Payment Methods
Company
By accessing or using the Platform, Company authorises MumbleMe to collect, use and retain payment information (e.g. bank account) provided by Company in the Platform as Company’s method for payment for the Services. To the extent MumbleMe accepts other forms of payment for Services, Company authorises MumbleMe to collect, use and retain such information. If the payment method is rejected, MumbleMe will consider this a Failure to Pay and clause 8.6 shall apply.
8.6 Failure to Pay
Company
(a) Failure to pay approved invoices accurately or in accordance with Terms without prior written notice to MumbleMe, authorises MumbleMe in its sole discretion to take one or more of the following actions:
(i) modify, restrict, and amend these Terms relating to payments and or billing frequency;
(ii) the termination of Services for all active Talent engagements with Company;
(iii) the termination of this and all other agreements entered into between Company and MumbleMe.
(iv) upon a failure to pay, we may require you to present a second valid form of payment in order to continue our Services; and
(v) upon a failure to pay, we may require you to make payment in full for all Services and fees rendered due upon demand, irrespective of any standard payment terms or due dates stated on the relevant invoices.
(b) MumbleMe reserves the right to take all steps necessary to collect payment, including, but not limited to taking legal action or using a third-party collection agency. Company will be responsible for any fees associated with recovering payment in full, including bank fees, fees from a third-party collection agency, and legal fees and expenses.
8.7 Past due Accounts
Company
(a) If any invoice becomes overdue by 30 days or more, Company will be solely responsible for any and all interest and fees associated with the past due account.
(b) The interest referred to in clause 8.7(a) above shall be the rate that is 5% above the Cash Rate Target set by the Reserve Bank of Australia, or such other rate as specified on the invoice. The interest shall be calculated daily and apply from the due date of the invoice to the date of full payment.
8.8 Fees
All Users
(a) The fees associated for the Services provided by MumbleMe shall be detailed on the Site.
(b) Estimated pricing for Services can be found on MumbleMe’s Pricing Policy Page at http://mumbleme.com.au/pricingpolicy.
(c) The Parties acknowledge that any fees listed on MumbleMe’s Pricing Policy Page are only estimates and that MumbleMe’s Pricing Policy Page is expressly not a part of these Terms of Service. Further, MumbleMe, in its sole discretion, may alter its pricing on the Pricing Policy Page at any time, however such alterations will not be applied to Services that have not yet been completed at the time of the alteration.
(d) Unless expressly stated otherwise, all fees for Services are expressed as being exclusive of goods and services tax (“GST”) under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). MumbleMe is entitled to charge, and the Company must pay, any applicable GST in addition to the fees.
9. TERM & TERMINATION
9.1 Term General
All Users
Any User with an active account will be bound by these Terms of Service. If you no longer wish to agree to these Terms of Service please contact [email protected] to deactivate your account.
9.2 Term of a Specific MumbleMe Service
Company
For Companies, any Service described in these Terms of Service shall be subject to any particulars about an instance of the Services, which shall be set out at the time that you submit a request to advertise a role, including but not limited to the Term or duration of the specific Service.
9.3 Termination
Company
(a) Unless otherwise agreed to by the parties, either MumbleMe or Company may terminate these Terms for convenience by giving fourteen (14) days written notice.
(b) MumbleMe or Company may terminate these Terms with cause by giving twenty-four (24) hours’ notice. As used herein, “cause” shall mean a breach of any material term of these Terms of Service, the violation of any laws, or the negligent or intentional misconduct of either party. Upon termination, Company will be responsible for payment for all Services rendered to the effective date of termination, including a pro-rated portion for Services in progress prior to the effective date of termination.
(c) If you terminate these Terms and still have an active account on MumbleMe’s Platform you are still bound by these Terms of Service. In order to deactivate your account please contact [email protected].
(d) Company will be responsible for payment of the entire term for any Subscription Service.
Survival
All Users
After termination of your profile or account with MumbleMe, the sections of the Terms of Service that expressly or by their nature contemplate performance after termination will survive and continue in full force and effect. For example, the sections related to arbitration, indemnification, intellectual property, limitations of liability, circumvention, payment, and protection of confidential information each contemplate performance or obligations after your account is no longer active. Deactivating your account will not release you or MumbleMe from any obligations incurred when agreeing to our Terms of Service prior to deactivation or termination.
10. CIRCUMVENTION
All Users
(a) Any payments made or actions taken outside of the Platform (meant to circumvent the Terms) with regard to the Services including without limitation, submitting or soliciting or accepting proposals to parties identified through the Platform, bonus payments not reported to MumbleMe, or invoicing or reporting to MumbleMe invoice or payment amounts lower than agreed to in the Platform, shall be a violation of these Terms of Service and shall be immediately subject to a 15% fee (calculated based on the amount paid between Company and Talent outside of the Platform) payable to MumbleMe as if the payments had been routed through the Platform. This fee will be calculated by adding the project cost to any fees incurred by MumbleMe.
(b) You hereby agree to notify MumbleMe immediately at [email protected] if a party contacts you to make payments or take other actions outside of the Platform as set forth in this subsection.
11. PROTECTION OF CONFIDENTIAL INFORMATION
All Users
(a) User may have access to information that is treated as confidential and proprietary by the disclosing Party including without limitation trade secrets, technology, and information pertaining to business operations and strategies, demographic information about MumbleMe community whether anonymised or not, customers, pricing, marketing, finances, sourcing, and personnel, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, “Confidential Information“). The Parties agree:
(i) to protect the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and Confidential Information;
(ii) not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party:
(A) without prior written consent of the disclosing Party in each instance; or
(B) unless compelled by law, in which case the Party who is so compelled must notify the disclosing Party as soon as practicable and only disclose the minimum amount of the Confidential Information necessary to fulfill their legal obligation; and
(iii) to use any Confidential Information for any purpose except for performing each Party’s obligations under these Terms.
(b) MumbleMe shall not be taken to have knowledge, possession, or use of Company’s Confidential Information, merely as a result of Talent’s access to such information.
(c) Except to the extent that Talent is given access by Company to Confidential Information as part of Talent’s engagement or work with the Company, MumbleMe shall not provide access to Company’s Confidential Information to Talent.
(d) Confidential Information may not be copied or reproduced without the disclosing Party’s prior written consent, except in connection with the performance of the Services
(e) All Confidential Information made available hereunder, including copies thereof, shall be returned to the disclosing Party or destroyed upon the later of:
(i) access to Confidential Information being no longer required; or
(ii) completion of the Services or termination of these Terms.
(f) Confidential Information does not include information that:
(i) is or becomes generally available to the public other than through a Party’s breach of these Terms or any other agreement between the Parties;
(ii) is communicated to a Party by a third party that had no confidentiality obligations with respect to such information;
(iii) was known to a Party prior to disclosure under these Terms or under any other obligation of confidentiality;
(iv) is developed by a Party without use of Confidential Information.
12. EXCLUSIVITY
All Users
(a) “Exclusivity Period” means the twelve (12) months period following the date when:
(i) you were engaged by a party as an employer, employee, contractor, or principal; or
(ii) as a Talent, you were identified as a potential candidate for a position in a Company; or
(iii) as a Company, you were introduced to a Talent as being a potential candidate for a position in your enterprise;
whichever occurs later (“Exclusivity Period“).
(b) During the Exclusivity Period, you must use only the Site to:
(i) enter into an employment or contractor arrangement with a Company or Talent; or
(ii) pay to a Talent for services or receive money from a Company;
with whom you were engaged, or identified for a position, or introduced to via the Site.
(c) During the Exclusivity Period, you will not request work or make payments, directly or indirectly, in any manner or method that circumvents the use of MumbleMe, the Site or the Platform. In the case of any breach of the terms of this Exclusivity section MumbleMe will invoice the Party for the full price of the Services and suspend the Party from the Platform.
(d) If you are approached by a Party to conduct business in violation of these terms, please contact MumbleMe at [email protected].
(e) Any change to this exclusivity requirement or one-time exception must be agreed to in advance and in writing by MumbleMe.
13. COMMUNITY STANDARDS
13.1 Community Guidelines
All Users
(a) MumbleMe endeavours to create a vibrant community that connects Talent with Companies. In order to grow this community and facilitate these connections in an environment that is secure for Talent and Companies alike, MumbleMe has created these rules for all Users (“Community Guidelines“). Users acknowledge and agree that by using the Site, Platform and Services including any content Users submit they:
(i) Will comply with the Terms of Service and with the Community Guidelines;
(ii) Will conduct themselves in a courteous and professional manner with all Users while interviewing, providing, or reviewing work. This includes responding within an appropriate amount of time to a party that has sent a communication;
(iii) Will abide by the terms of all agreements you enter into related to or arising out of the use of this Site and Services;
(iv) Will, as applicable, provide accurate billing for work completed and/or accurate approvals of submitted timesheets;
(v) Will, as applicable, endeavour to provide and/or manage work in a responsible, respectful and professional manner. For Talent, this includes but is not limited to managing the amount of contemporaneous projects that you accept so as to ensure you are able to fulfill the work for each project;
(vi) Will not impersonate another User or entity or falsely state or otherwise misrepresent User’s affiliation with a person or entity;
(vii) Will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent;
(viii) Will not use this Site or the Services in a manner (as determined by MumbleMe in its sole and absolute discretion) that is illegal, infringing, defamatory, harassing, abusive, or in a manner that violates a User’s privacy, or that is otherwise objectionable.
(ix) Will not use this Site or the Services to send spam or other unsolicited bulk messages, for computer or network hacking or cracking, or to transmit any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality or security of the Site or the Services or those of any User;
(x) Will not copy or distribute in any medium any part of the Site or the Services, except where expressly authorised by MumbleMe;
(xi) Will not access MumbleMe Content or User Content (as those terms are defined below) through any technology or means other than through this Site itself, or as MumbleMe may designate;
(xii) Will not use this Site or the Services, including any of MumbleMe related technologies, for any commercial use without MumbleMe’s express prior written consent; and
(xiii) Will not take any action that imposes or may impose (in MumbleMe’s sole discretion) an unreasonable or disproportionately large load on MumbleMe’s technical infrastructure.
(b) If you have a dispute with another member of our community, please contact MumbleMe, at [email protected]. We will investigate your concern and take all reasonable steps to promote a resolution that aligns with the Community Standards and these Terms of Service.
13.2 No Harassment
All Users
(a) MumbleMe is dedicated to providing a positive, harassment-free experience for everyone, regardless of gender, gender identity and expression, sexual orientation, disability, physical appearance, race, age, citizenship, or religion. We do not tolerate harassment in any form. The following applies to general use of the Site, in-person events and virtual events hosted by MumbleMe and its affiliates. Users and participants include event attendees, speakers, sponsors, exhibitors, volunteers and staff.
(b) Harassment includes offensive verbal and written comments, deliberate intimidation, stalking, in-person and social media following, unwanted photography or recording, sustained disruption of talks or other events, inappropriate physical contact, and unwelcome attention. Users and participants asked to stop any harassing behaviour are expected to comply immediately. If a participant engages in harassing behaviour, MumbleMe and event organisers retain the right to take any actions to maintain a welcoming environment for all participants. Event organisers may take action to redress anything designed to, or with the clear impact of, disrupting the event or making the environment hostile for any participants. We expect participants to follow these rules while using the Site, Platform and at all MumbleMe events and event-related activities.
(c) If you are being harassed, notice that someone else is being harassed, or have any other concerns, please report it immediately. You can contact us at [email protected].
13.3 Code of Conduct for Use
All Users
(a) By downloading, accessing, or using the Site or the Platform to view MumbleMe’s information and materials or submit information of any kind, you represent that you are at least the legal age of majority, are authorised to work in Australia per applicable laws, and are able to provide verification of such, and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Site, including, without limitation, when you provide information via Site registration, profile or account creation or other submission form.
(b) MumbleMe reserves the right to terminate immediately your access to and use of the Site or the Platform.
(c) In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Site or the Platform.
(d) You agree that you shall not use nor disclose to any other party in a manner not permitted by these Terms of Service any Personal Information or Confidential Information, which you receive or which is made available to you in connection with the Site or the Platform. These Terms of Service are also expressly made subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the Site and/or Platform (or access thereto) without complying with such laws, orders, restrictions, or regulations.
13.4 Restrictions of Use
All Users
(a) BY USING THE SITE AND THE PLATFORM, YOU AGREE NOT TO violate any law, contract, intellectual property or other third-party right or commit a tort in connection with MumbleMe, the Services or your use of the Site or the Platform. MumbleMe reserves the right to perform investigations and take appropriate legal action against anyone who violates this provision in MumbleMe’s sole discretion. Listed below are examples of the types of uses or actions that are illegal or prohibited by MumbleMe. This list is non-exclusive. You agree that you will comply with these Terms of Service and will not:
(i) represent that you are a member or agent of MumbleMe;
(ii) use the Site or Platform for any purposes except for its intended purposes;
(iii) interfere with a business relationship formed through the Site or Platform including without limitation manipulating pricing for Services offered by MumbleMe, or use the Site or Platform for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
(iv) create and maintain multiple active accounts;
(v) defame, harass, abuse, threaten or defraud Users, or collect, or attempt to collect, Personal Information or confidential information about users or third parties without their consent;
(vi) post, upload, or distribute any defamatory, or inaccurate, or hateful or racially or ethnically objectionable Content;
(vii) solicit personal information from anyone without their express consent and in no cases for anyone under the age of 18;
(viii) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access MumbleMe accounts of others without permission, forge another persons’ digital signature, misrepresent the source, identity, or content of information transmitted via the Site or the Platform, or perform any other similar fraudulent activity, use or attempt to use another user’s account without authorization from that user;
(ix) make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users;
(x) harvest or collect the email addresses or other contact information of other Users without their consent;
(xi) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, the Platform or the Content, features that prevent or restrict use or copying of any Content;
(xii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or the Platform or any part thereof, except and only to the extent that this activity is expressly permitted by the law of your country of residence;
(xiii) rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted in these Terms of Service;
(xiv) modify, adapt, translate or create derivative works based upon the Site or the Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(xv) intentionally interfere with or damage the operation of the Site or the Platform or any user’s enjoyment thereof, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
(xvi) relay email from a third party’s mail servers without the permission of that third party;
(xvii) use any robot, spider, scraper, crawler or other automated means to access the Site or the Platform for any purpose;
(xviii) use any device, software or routine that interferes with the proper working of the Site;
(xix) Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
(xx) manipulate identifiers in order to disguise the origin of any Content transmitted through the Site or the Platform;
(xxi) interfere with or disrupt the Site or the Platform servers or networks connected therewith, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Platform or use the Site or Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site or Platform, or that could damage, disable, overburden or impair the functioning of thereof in any manner;
(xxii) attempt to indicate in any manner that you have a relationship with MumbleMe or that the MumbleMe endorsed you or any products or services for any purpose;
(xxiii) attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site; or
(xxiv) attack the Site via a denial-of-service attack or a distributed denial-of-service attack;
(xxv) otherwise attempt to interfere with the proper working of the Site.
(b) In order to grow our vibrant and productive online marketplace, MumbleMe, in its sole discretion, may take any action it deems appropriate to enforce the letter and spirit of the Community Standards above including, but not limited to, providing internal feedback, suspending or terminating access to our Site and Services.
14. SITE CONTENT AND INTELLECTUAL PROPERTY
14.1 User Generated Content
All Users
(a) User understands that all information, including User’s name and email address; data, including User’s IP address and other personally and non-personally identifiable information we collect about User through the Site and Services, including information we collect from User’s social media profiles if User accesses, by connecting a social media channel to the User’s account, the Site or Services through MumbleMe’s social media channels; or other content of any kind, uploaded, posted, made available, shared or transmitted by User or another user to or through the Site or Services (each and all of the foregoing, “User Content“) is the sole responsibility of the person from whom such User Content originated. We do not control such User Content and do not make any guarantee whatsoever related to such User Content.
(b) While we have no obligation to review, monitor, display or accept User Content, we may, in MumbleMe’s sole discretion, delete, move, re-format, edit, alter, distort, remove, or refuse to exploit User Content at any time, for any reason, without notice or liability to User or any other party.
(c) By submitting or posting User’s User Content to or on the Site or Services, User grants MumbleMe, and MumbleMe’s affiliates, agents, third party partners, and assigns a non-exclusive, irrevocable, sublicensable and royalty-free license in perpetuity throughout the universe to host, display, transmit, distribute, reproduce, modify, edit, translate, create derivative works from, store, archive, cache, sublicense and otherwise use User Content in any and all manner and media, whether now known or hereafter devised, and User releases all moral rights and similar rights in and to User’s User Content. User further perpetually and irrevocably grants MumbleMe the unconditional right to use User’s name, persona and likeness included in any User Content and in connection with any User Content, without any obligation, remuneration or attribution of any kind to User or anyone else.
14.2 User Contributions
All Users
(a) The Site may contain blogs, message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, resumes, job posts, and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “Post“) content or materials (collectively, “User Contributions“) on or through the Site. The Company may also host in-person or virtual events with Interactive Services that allow users to post User Contributions.
(b) All User Contributions and attendees must comply with the Code of Conduct set out in these Terms of Service.
(c) Any User Contribution you post to the site will be considered non-confidential and non-proprietary. You expressly agree NOT TO POST ANY CONFIDENTIAL OR PROPRIETARY INFORMATION OR ANY OTHER CONTENT THAT MAY INFRINGE IN ANY WAY ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES. By providing any User Contribution on the Site, or virtual events, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings.
(d) You represent and warrant that:
(i) You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns;
(ii) You will not represent yourself as having authority to act on behalf of MumbleMe; and
(iii) All of your User Contributions do and will comply with these Terms of Service.
(e) You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
(f) We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Site, or attendee of virtual events.
(g) You agree to indemnify MumbleMe against any and all claims for damage, loss, and other remedies made against MumbleMe by a third party in relation to:
(i) Infringement of the third party’s copyright, design, patent, trademark, or other type of intellectual property right; or
(ii) Defamatory imputations;
arising from your User Contributions.
14.3 MumbleMe Content
All Users
(a) The Site and all of the related products of MumbleMe are subject to copyright. The material on the Site is protected by copyright under the laws of Australia and through international treaties.
(b) Unless otherwise indicated, all rights (including copyright) in the Site and compilation of the Site (including but not limited to text, graphics, logos, button icons, video images, audio clips, source code, scripts, design elements, and interactive features) are owned or controlled for these purposes, and are reserved by MumbleMe or its contributors.
(c) All trademarks on the Site are owned by MumbleMe.
(d) MumbleMe grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User to:
(i) use the Site pursuant to these Terms;
(ii) copy and store the Site and the material contained in the Website in your device’s cache memory; and
(iii) print pages from the Site for your own personal and non-commercial use;
(e) MumbleMe does not grant you any other rights whatsoever in relation to the Site. All other rights are expressly reserved by MumbleMe.
(f) MumbleMe retains all rights, title and interest in and to the Site. Nothing you do on or in relation to the Site will transfer any of the following to you:
(i) business name, trading name, domain name, design, patent, or copyright; or
(ii) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, a thing, system or process that is the subject of a patent, registered design, or copyright (or an adaptation or modification of such a thing, system or process).
(g) If you wish to make any use of content on the Site other than that set out in this section, please address your request to: [email protected].
14.4 Reliance on Information Posted
All Users
The information presented on or through the Site, or during any virtual events, is made available solely for general information purposes. MumbleMe does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. MumbleMe expressly disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or in any virtual events, or by anyone who may be informed of any of its contents.
14.5 Links to Other Sites
All Users
MumbleMe, in its sole discretion, may provide links to other websites (including links to social media or press sites) for your convenience in locating or accessing related information, products, and services. These websites have not necessarily been reviewed by MumbleMe and are maintained by third parties over which MumbleMe exercises no control. Accordingly, MumbleMe expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party. MumbleMe encourages you to learn about the privacy practices and terms of those other companies.
14.6 Third Party Content
All Users
This Site may include content provided by third parties, including materials provided by other Users, bloggers and third-party licensors, syndicators, aggregators, and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by MumbleMe, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of MumbleMe. We are not responsible, nor liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
15. MONITORING
15.1 Monitoring of the Site and Enforcement of these Terms of Service
All Users
(a) In order to maintain a safe community for Users, protect the rights of Users, and enforce these Terms of Service, MumbleMe may, in its sole discretion, monitor User content on its Site.
(b) We cannot review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable content or content that violates these Terms of Service after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
(c) We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.
(d) If we do not take action in one instance, we do not waive our right to take action against future violations of these Terms of Service whether they are related to the first breach or not.
(e) If MumbleMe does suspect a violation of the Terms of Service, we can stop you from using our Site at any time. If we disable or close your account, you will not be able to use any of our Services, but the following will remain in effect:
(i) MumbleMe’s rights to use or share your feedback (see Feedback section below);
(ii) other User’s rights to share your content; and
(iii) your agreement to the Terms of Service.
(f) Further, MumbleMe has the right to:
(i) Remove or refuse to post any User Contributions for any or no reason at our sole discretion;
(ii) Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Code of Conduct, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public or could create liability for the Company;
(iii) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
(iv) Take appropriate legal action, including without limitation, referral to any affected parties, governmental agencies or law enforcement, for any illegal or unauthorised use of the Site; and
(v) Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Service.
(g) Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
15.2 Information About Your Platform Activity
All Users
All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. We may share User’s information to enforce or apply MumbleMe’s Privacy Policy, Terms of Service or MumbleMe’s other policies or agreements.
16. ACCESS AND LINKING
All Users
Upon User’s request, we will provide User with a summary of the information we collect about User. User will have an opportunity to correct, update, or modify this information. To make such a request, please email [email protected].
16.1 Linking to the Site and Social Media Features
All Users
(a) You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without the express written consent of MumbleMe.
(b) This Site may provide certain social media features that enable you to:
(i) Link from your own or certain third-party Sites to certain content on this Site.
(ii) Send e-mails or other communications with certain content, or links to certain content, on this Site.
(iii) Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party Sites.
(c) You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
(i) Establish a link from any website that is not owned by you.
(ii) Cause the Site or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other website.
(iii) Link to any part of the Site other than the homepage.
(iv) Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms of Service.
(d) The Site from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms of Service.
(e) You agree to cooperate with us in causing any unauthorised framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
(f) We may disable all or any social media features and any links at any time without notice at our discretion.
16.2 Security
All Users
(a) MumbleMe takes commercially reasonable steps to protect User’s information from loss, misuse, and unauthorised access, disclosure, alteration, or destruction. Nevertheless, no transmission over the Internet and no data storage method can be guaranteed to be safe 100% of the time. MumbleMe cannot warrant the security of any information User transmit to MumbleMe or guarantee that User’s end user data stored on the Services may not be accessed, disclosed, altered, or destroyed by breach of any of MumbleMe’s industry standard physical, technical, or managerial safeguards. In particular, e-mail sent to us may not be secure, and User should therefore take special care in deciding what information User sends to us via email.
(b) Users acknowledge and agree that access to or transmissions or communications with the Site or the Platform is solely at the User’s own risk. You agree to assume all responsibility concerning activities related to your use of the Site, including, providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for your use of the Site or the Platform, and maintaining and backing up any data. While MumbleMe makes commercially reasonable efforts to create a secure and reliable Site, you should understand that the confidentiality of any communication or material transmitted to/from the Site and/or the Platform over the Internet or other form of global communication network cannot be guaranteed. Security breaches, hacking being one example, may occur. You acknowledge that MumbleMe is not liable for any matter or claim that may arise from such a breach impacting the Site or the Platform.
16.3 Email
All Users
We may use User’s email to deliver MumbleMe’s newsletter, as well as for other promotional purposes. Email messages we send User may contain code that enables MumbleMe’s database to track User’s usage of the emails we send User. Such usage includes whether the email was opened and what links (if any) were clicked. If User sends an email to us, or fills out MumbleMe’s “Feedback” or “Survey” form, we will collect User’s email address and the full content of User’s email, including attached files, and other information User provides.
16.4 How to Unsubscribe
All Users
User can unsubscribe from receiving MumbleMe emails at any time. User can either unsubscribe by clicking on the “Unsubscribe” link in the footer of any MumbleMe email or email [email protected].
16.5 Site, Platform & Service Modification or Termination
All Users
(a) The Site:
(i) may on occasion be unavailable due to updates, maintenance or malfunction of computer equipment or for other reasons;
(ii) may from time to time, at MumbleMe’s sole discretion, be amended, modified, revised, altered, or taken down, including the Services available through the Platform, in each case without notice to Users.
(b) We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site, the Platform or Services (or any part thereof) with or without notice. We will not be liable to, Users or to any third party for any such modification, suspension or discontinuance of the Site, Platform or Services. We may at MumbleMe’s sole discretion, under any circumstances, for any or no reason whatsoever and without prior notice to User, disable any user name, password or other identifier, whether chosen by you or provided by us or immediately terminate User’s access to the Site, Platform and Services. We will not be liable or responsible to User or any third party for such termination.
17. DISPUTE RESOLUTION
All Users
17.1 If any party to these Terms has a dispute in relation to these terms, that party must not commence any legal proceedings without first complying with the dispute resolution process set out herein.
17.2 In the event of any alleged breach by a party, the innocent party must serve a written notice to the party in breach (“Breach Notice”), detailing the specific breach, the proposed remedy, and allowing the party in breach at least 2 weeks to remedy the breach.
17.3 Upon the service of the Breach Notice, the parties must use their best endeavours in good faith, to resolve the dispute.
17.4 If the dispute that is the subject of the Breach Notice cannot be resolved within 2 weeks, the dispute must be referred to mediation with the Australian Disputes Centre.
17.5 The mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC (“ADC Guidelines”).
17.6 The terms of the ADC Guidelines are hereby deemed incorporated into these Terms.
17.7 This clause shall survive termination of this agreement.
18. LIMITATION OF LIABILITY
18.1 Indemnification
All Users
(a) To the extent permitted by applicable law, the User agrees to indemnify, defend and hold harmless MumbleMe, MumbleMe’s affiliates and subsidiaries, its officers, directors, employees, agents, licensors, suppliers, and partners (collectively “MumbleMe Indemnitees“) from and against all losses, liabilities, expenses, damages, and costs, including reasonable legal fees and expenses, resulting from any violation of these Terms of Service or any activity related to use of the Service, the Site or the Platform (including negligent or wrongful conduct) by the User or any other person accessing the Service via the User’s MumbleMe account, email account(s), social media account(s) or internal protocol address.
(b) In addition to clause 18.1(a), the Company agrees to indemnify, defend and hold harmless MumbleMe Indemnitees for any negligent or wrongful conduct or any violation of applicable law related to selection and or hiring, management, or termination of Talent referred to Company as part of MumbleMe’s Services.
18.2 Limitation of Liability
All Users
To the maximum extent permitted by law:
(a) The limit of MumbleMe’s liability in relation to any breach of these Terms or for any damage or loss arising from MumbleMe’s acts or omissions under these Terms, shall be limited to the fees paid by the User to MumbleMe for MumbleMe’s Services for the incidence of Service to which the claim for breach, damage, or loss relates; and
(b) At all times, MumbleMe’s liability shall be limited to damages that arise directly and naturally from its breach of these Terms and any negligence, and shall not extend to any damages that could not have been in reasonable contemplation of MumbleMe at the time of the alleged breach or act of negligence.
18.3 Company Representations
All Users
(a) The Talent acknowledges and agrees that all information published on the Site (or provided by MumbleMe via any other medium) regarding a role within a Company, is based on information provided to MumbleMe by the Company. Such information includes, without limitation, the proposed terms and conditions of employment, availability of flexible work arrangements, and details of the Company.
(b) The Company indemnifies MumbleMe and any Talent whom it engages (whether as employee or independent contractor) in relation to any damage or loss incurred by MumbleMe or the Talent due to the Company providing false or misleading information in relation to a role within the Company, or failing to inform MumbleMe and the Talent that information that the Company had provided about a role has changed.
19. MISCELLANEOUS
All Users
19.1 These Terms of Service constitute the entire Agreement between User and MumbleMe and govern User’s use of the Site or Services.
19.2 These Terms of Service supersede any prior agreements between User and MumbleMe with respect to the Site or Services.
19.3 User also may be subject to additional terms and conditions that may apply when User uses other services, affiliate services, or third-party services.
19.4 These Terms of Service are fully assignable by us and will be binding upon and inure to the benefit of MumbleMe’s successors and assigns.
19.5 No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Service.
19.6 MumbleMe’s failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.
19.7 If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the court should nevertheless endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service will remain in full force and effect.
19.8 These Terms of Service and the relationship between User and MumbleMe will be governed by the laws of Australia and the State of New South Wales as an agreement wholly performed therein. The parties to these Terms submit to the exclusive jurisdiction of the courts of New South Wales.
19.9 MumbleMe may enter into referral arrangements with other parties (called Activators) from time to time, for referral of Talents and open roles. MumbleMe pays a commission to an Activator if the Activator has referred a Talent or open role that is successfully placed or filled, in accordance with the terms and conditions governing the referral arrangement.
20. Feedback
All Users
MumbleMe welcomes your input about MumbleMe’s Services, the Site or the Platform. If you provide any feedback, suggestions or comments or other information to MumbleMe regarding the Site, the Platform or the Services (collectively, “Feedback“), MumbleMe may use such Feedback for any purpose. To allow us to incorporate such Feedback into our Site, Platform or Services, any Feedback will be deemed to include a royalty-free, perpetual, irrevocable, transferable, nonexclusive right and license for MumbleMe to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary. By transmitting such Feedback, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to MumbleMe and enable MumbleMe to use such Feedback.
These Terms of Service are effective as of 19 December, 2022.
