Services Agreement

Agreement

This Services Agreement (the "Agreement") is entered into between NEO Global Pty Ltd (ABN 69 683 080 819 ), an Australian company ("NEOFind", "we", "us"), and the entity accessing or using the NEOFind.ai platform ("Customer", "you"). By registering for, accessing or using a NEOFind.ai account, Customer agrees to be bound by this Agreement, together with any order form, quote or online subscription flow that references it (each an "Order Form"). If you are entering into this Agreement on behalf of an entity, you represent that you have authority to bind that entity.

1. SaaS Services and Support

1.1 Subject to this Agreement, NEOFind will use commercially reasonable efforts to provide Customer the services described in the applicable Order Form (the "Services") in accordance with the Service Level Terms in Exhibit A.

1.2 As part of the registration process, Customer will identify an administrative user name and password for its NEOFind account. NEOFind reserves the right to refuse registration of, or cancel, user names and passwords it deems inappropriate.

1.3 Subject to the terms hereof, NEOFind will provide Customer with reasonable technical support services in accordance with the Support Terms in Exhibit B.

2. Restrictions and Responsibilities

2.1 Customer will not, directly or indirectly:

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software");
• modify, translate, or create derivative works based on the Services or any Software, except to the extent expressly permitted by NEOFind or authorised within the Services;
• use the Services or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party, or remove any proprietary notices or labels;
• retain copies of any outputs, results, profiles or reports generated by the Services ("Outputs") except for Customer’s internal business use as permitted by this Agreement;
• scrape, crawl, harvest or otherwise systematically extract data from the Services, whether manually or by automated means;
• access or use the Services or any Outputs to build, train, improve or inform a competitive product or service, or any artificial-intelligence or machine-learning model;
• use Outputs for any purpose other than Customer’s internal recruiting and talent-management activities, including without limitation resale, redistribution, list-building or unsolicited bulk communications (spam).

2.2 Customer represents, covenants and warrants that it will use the Services only in compliance with NEOFind’s standard published policies then in effect and all applicable laws and regulations, including applicable privacy, anti-discrimination, employment and AI-governance laws (including, where applicable, the Privacy Act 1988 (Cth), the Fair Work Act 2009 (Cth), anti-discrimination legislation, the GDPR, and US federal, state and local laws governing automated employment decision tools). Customer hereby agrees to indemnify and hold harmless NEOFind against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing, from Customer’s employment or engagement decisions, from Customer’s failure to conduct legally required bias audits or impact assessments, from inadequate human oversight of Outputs, or otherwise from Customer’s use of the Services.

2.3 Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, and for maintaining the security of its equipment, accounts, passwords and files.

2.4 Customer will comply with all applicable export and sanctions laws, including those administered by the Australian Government and the U.S. Departments of Commerce and Treasury, and will not access or use the Services in violation of any such laws.

3. Confidentiality; Proprietary Rights; Data Privacy

3.1 Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business ("Proprietary Information"). Proprietary Information of NEOFind includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to NEOFind to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. These obligations continue for five (5) years after termination, and indefinitely for trade secrets. The foregoing shall not apply to information that (a) is or becomes generally available to the public, (b) was in the Receiving Party’s possession or known by it prior to receipt, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of the Disclosing Party’s Proprietary Information, or where disclosure is required by law.

3.2 Ownership

Customer owns all right, title and interest in and to the Customer Data. NEOFind owns and retains all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements and modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, (c) aggregated and anonymised data and analytics derived from operation of the platform ("Service Data"), and (d) all intellectual property rights in the foregoing.

3.3 Outputs; no employment decisions

Subject to this Agreement, Customer may use Outputs for its internal recruiting and talent-management purposes. Customer acknowledges that Outputs are generated by probabilistic artificial-intelligence systems, may contain errors or omissions, and do not constitute advice, recommendations, or employment or engagement decisions. Customer warrants that it has all rights necessary to provide any inputs it submits to the Services, and agrees that it will independently evaluate all Outputs through qualified human review before making any employment or engagement decision.

3.4 Customer AI-governance responsibilities

Customer is solely responsible for: (a) implementing meaningful human oversight of its use of Outputs; (b) conducting any algorithmic impact assessments and bias audits required by applicable law; (c) providing any candidate notices or disclosures required by applicable law in connection with the use of automated tools in recruitment; (d) complying with all AI-governance laws applicable to its use of the Services; and (e) not relying solely on Outputs in making any employment or engagement decision.

3.5 Data privacy

Each party will comply with applicable privacy and data protection laws in respect of personal information handled under this Agreement. NEOFind’s handling of personal information is described in the NEOFind.ai Privacy Policy at neofind.ai/privacy-policy. Where required by applicable law (including the GDPR), the parties will enter into NEOFind’s data processing addendum, which is incorporated by reference.

3.6 Candidate personal information provided to Customer

Where the Services make available to Customer personal information about candidates (including personal information that may be "personal information" under the Privacy Act 1988 (Cth) or the CCPA), Customer: (a) will use such information only for its internal recruitment and talent-sourcing purposes; (b) will provide at least the same level of privacy protection as required of NEOFind under applicable law; (c) will promptly notify NEOFind if it determines it can no longer meet those obligations; and (d) grants NEOFind the right to take reasonable and appropriate steps to ensure Customer uses such information consistently with this Agreement and to stop and remediate any unauthorised use.

4. Payment of Fees

4.1 Customer will pay NEOFind the fees described in the Order Form for the Services ("Fees"). If Customer’s use of the Services exceeds the service capacity set forth on the Order Form, Customer shall be billed for such usage and shall pay the additional fees in the manner provided herein. NEOFind reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days’ prior notice to Customer (which may be sent by email).

4.2 Full payment for invoices must be received by NEOFind by the due date stated on the invoice. If Customer believes an invoice is incorrect, Customer must contact NEOFind in writing within sixty (60) days of the invoice date to be eligible for an adjustment or credit. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection, and may result in immediate suspension or termination of the Services.

4.3 All Fees are exclusive of GST and other taxes, duties and levies. If GST is payable on a supply made under this Agreement, Customer must pay to NEOFind an additional amount equal to the GST, subject to receipt of a valid tax invoice. Customer is responsible for all taxes associated with the Services other than taxes based on NEOFind’s net income.

5. Term and Termination

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment) if the other party materially breaches this Agreement and fails to cure the breach within that period. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

5.3 Upon request by Customer made within thirty (30) days after the effective date of termination, NEOFind will make Customer Data available to Customer for retrieval. After that period, NEOFind has no obligation to maintain or provide any Customer Data and may thereafter delete or destroy all copies of Customer Data in its systems, unless legally prohibited.

5.4 All sections of this Agreement which by their nature should survive termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. Warranty and Disclaimer

6.1 NEOFind will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions and will perform the Services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, or because of other causes beyond NEOFind’s reasonable control. NEOFind does not warrant that the Services will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from use of the Services.

6.2 NEOFind makes no warranty that Outputs will be accurate, complete, current or free from bias, that Outputs are suitable for making employment or engagement decisions, or that use of the Services or Outputs will comply with anti-discrimination, employment or AI-governance laws, or produce non-discriminatory outcomes or avoid disparate impact.

6.3 Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) ("ACL") or any other applicable law that cannot lawfully be excluded. To the maximum extent permitted by law, and subject to the foregoing sentence, the Services are provided "as is" and NEOFind disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Where NEOFind’s liability for breach of a non-excludable guarantee may be limited, it is limited, at NEOFind’s option, to supplying the services again or paying the cost of having the services supplied again.

7. Limitation of Liability

7.1 To the maximum extent permitted by law, neither NEOFind nor its suppliers, officers, affiliates, representatives, contractors or employees shall be responsible or liable with respect to any subject matter of this Agreement or related terms and conditions under any contract, negligence, strict liability or other theory: (a) for error or interruption of use, or for loss or inaccuracy or corruption of data, or for the cost of procurement of substitute goods, services or technology, or for loss of business or profits; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond NEOFind’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the Fees paid by Customer to NEOFind under this Agreement in the twelve (12) months preceding the act that gave rise to the liability, in each case whether or not NEOFind has been advised of the possibility of such damages.

7.2 To the maximum extent permitted by law, NEOFind shall have no liability for any claim arising from or relating to any employment or engagement decision made by Customer, including claims of discrimination, bias, disparate impact, or violation of AI-governance or automated-decision laws, in each case whether or not NEOFind has been advised of the possibility of such claims.

7.3 The limitations and exclusions in this Section 7 do not apply to liability that cannot be excluded or limited by law, including under the ACL, or to Customer’s indemnification obligations or payment obligations.

8. Miscellaneous

8.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

8.2 This Agreement is not assignable, transferable or sublicensable by Customer except with NEOFind’s prior written consent. NEOFind may transfer and assign any of its rights and obligations under this Agreement without consent, including to a member of the NEO Global group or in connection with a merger, acquisition or sale of assets.

8.3 This Agreement, together with any Order Forms and documents incorporated by reference, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to its subject matter. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

8.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind NEOFind in any respect whatsoever.

8.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and legal fees.

8.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail (return receipt requested) or by recognised courier service.

8.7 This Agreement shall be governed by the laws of New South Wales, Australia, without regard to its conflict of laws provisions. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts entitled to hear appeals from them.

8.8 Customer agrees that NEOFind may use Customer’s name and logo to identify Customer as a customer of NEOFind on NEOFind’s website and in marketing materials, unless Customer notifies NEOFind in writing that it withdraws this permission.

Exhibit A — Service Level Terms

The Services shall be available 99% of the time, measured monthly, excluding public holidays and weekends and scheduled maintenance. Any downtime resulting from outages of third-party connections or utilities or other reasons beyond NEOFind’s control (including force majeure) will also be excluded from the calculation. Customer’s sole and exclusive remedy, and NEOFind’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, NEOFind will credit Customer 5% of the monthly Service fees for each period of 45 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to NEOFind) recognises that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify NEOFind in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one week of Service fees in any one calendar month. NEOFind will only apply a credit to the month in which the incident occurred. NEOFind’s blocking of data communications or other Services in accordance with its policies shall not be deemed to be a failure of NEOFind to provide adequate service levels under this Agreement.

Exhibit B — Support Terms

NEOFind will provide technical support to Customer via email on weekdays during the hours of 9:00 am to 5:00 pm Australian Eastern Time, excluding NSW public holidays ("Support Hours"). Customer may initiate a support ticket at any time by emailing support@joinneo.com or through in-app support features. NEOFind will use commercially reasonable efforts to respond to all support tickets within two (2) business days.