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Terms and Conditions

This terms and conditions agreement (Agreement) is between Cerely Holdings Pty Ltd (ACN) (“Cerely
Holdings”, “We” “Us” and “Our”) and you, the Registered User (“You”, “Your”).

1. Recitals

1.1. Cerely Holdings is the owner of Cerely – a software platform that allows Registered Users to access the Cerely Services primarily for the security industry, although Cerely is made available to other industries.
1.2. Registered Users who wish to access Cerely to either assess its suitability and functionality as a Trial User or to access Cerely Services as a Subscriber.
1.3. Subscribers agree to pay the Subscription Fees.
1.4. Subscribers may add their employees as users (Team Users) to their Platform which allows Team Users to only be able to access Cerely via the App

2. Acceptance

2.1. You may only access Cerely and the Cerely Services that We make available through Cerely if You accept this Agreement and abide by its terms and conditions. By accessing, browsing and/or using the Cerely Platform, You represent and warrant that You have read and understood, and wholly and unconditionally agree to be legally bound by, and accept, this Agreement and the Privacy Policy.
2.2. We may amend this Agreement from time to time and will send email notification of any such amendment to each Registered Users’ email address as provided in their User Account.
2.3. If You do not wish to accept this Agreement, You must not and cannot use Cerely or any part of it.

3. Definitions

In this Agreement:
App means the Android or IOS app designed for Team Users’ use with Cerely.
Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).
Business Day means Monday – Friday excluding public holidays in QLD.
Business Hours means 9:00am – 5:00pm on Business Days.
Cerely means the Cerely website platform owned and/or provided by Us, the homepage URL of which is https://www.cerely.com and includes Cerely Services and any content, images, text and other information appearing on any page or screen of the website platform and any source code and object code in the platform, and also refers to any desktop and mobile versions of the website platform and any of Our Apps.
Cerely Services means the services as described in the Services Description.
Cerely Services Description means the customer relationship management (CRM) time attendance, rostering, payroll integration, leave management and time and attendance management and any other services that Cerely provides to Registered Users as described on the Cerely website at https://www.cerely.com/crm/
Copyright has the meaning given in the Copyright Act 1968 (Cth).
GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all Copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce
any of the foregoing rights.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Non-Excludable Guarantee means a non-excludable guarantee implied by the Australian Consumer Law.
Personal Information has the meaning given in the Privacy Act 1988 (Cth).
Privacy Policy means Our Privacy Policy located at https://www.cerely.com/privacy/
Registered User means either a Trial User, a Subscriber or an End-User.
Registered User Data means as set out in clause 10.1.
Subscriber means a Registered User who pays the Subscription Fees and who is not a Trial User.
Subscription Fees means:
(a) the monthly or yearly recurring fees the Subscriber pays to Cerely Holdings to access Cerely from the plans available at on the Website from time to time and which are subject to change at the discretion of Cerely Holdings; or
(b) fees that the Subscriber arranges with Cerely Holdings to access Cerely.
Team User means an employee or contractor of the Subscriber, which the Subscriber authorises to have a Team User Account.
Team User Account means an account that the Subscriber may create from within their User Account to authorise an employee or contractor to connect to Cerely via an App.
User Account means Your account on Cerely that You establish when You apply to become a Registered User.
Website means the website of Cerely Holdings located at this URL: https://www.cerely.com

4. Interpretation

In this Agreement:
(a) headings and underlined words and terms are for convenience only and do not affect the construction of this Agreement.
(b) currency refers to Australian dollars.
(c) a reference to a statute or regulation includes amendments thereto.
(d) a reference to a clause, subclause or paragraph is a reference to a clause, subclause or paragraph of this Agreement.
(e) a reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made.
(f) a reference to time is to time in QLD.
(g) a reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity.
(h) The words “includes”, “including” and similar expressions are words used in this Agreement without limitation.

5. Registration

5.1. We reserve the right to accept or reject any person’s registration on Cerely in Our absolute discretion.
5.2. If You apply to create a User Account, You irrevocably warrant that You:
(a) have provided truthful and accurate information only;
(b) in Your personal capacity, made the application to become a Registered User on behalf of and with the authority and consent of any commercial or any entity that You entered into the User Account registration form;
(c) will be deemed to have irrevocably agreed to be jointly and severally liable for any breach of this Agreement by that business entity;
(d) are not a competitor that provides similar software or Platform Services to Cerely Holdings.
5.3. After registration, We will send You a hyperlink which requires You to verify that You are the owner or operator of the email address entered by You during registration. We reserve the right to cancel or not approve Your registration on Cerely if You do not verify Your email address or You do not satisfy any of Our other eligibility criteria contained in this Agreement.
5.4. If any of Your contact details or other information which You provide during the application process change, You agree to update those details in Your User Account with Your up-todate details and information as soon as practicable.
5.5. You must not provide Your User Account name or the password for Your User Account to any person. You agree and acknowledge that You shall be solely responsible for the confidentiality of Your username and password and any use of Your User Account (including unauthorised use).
5.6. You agree to ensure that You take reasonable steps to keep Your log in information secure and You agree to notify Us immediately if You believe Your information security has, or may become compromised.

6. Cancellation

6.1. You may cancel Your Subscription at any time, by using the ‘cancel subscription’ button under the subscription tab of the User Account area.
6.2. If You cancel Your Subscription and You are a:
(a) Subscriber, You must direct Team Users to uninstall Apps from their mobile devices;
or
(b) Trial User or Subscriber, You must not access Cerely or attempt to access it.
6.3. If You are a Team User, You must uninstall the App from Your mobile device immediately after You become aware that the Subscriber has cancelled their Subscription to Cerely.
6.4. Subscription Fees are paid in advance for each recurring subscription term, and if you cancel Your Subscription part way through a subscription term, You:
(a) may continue to access Cerely and Cerely Services until the current subscription term ends; and
(b) agree that You are not entitled to a refund for the remainder of the subscription term, following Your cancellation.

7. Registered Users Obligations

7.1. Only Registered Users may access Cerely and use the Cerely Services.
7.2. You agree and acknowledge that if You become a Registered User You will have a nonexclusive, non-assignable, revocable right to access the Cerely Services for the purposes expressly described in the Cerely Services Description and must ensure that You do no breach the Prohibited Use Policy.
7.3. For clarity, Registered Users consist of Trial Users, Subscribers and Team Users and terms of use specific to each of those Registered User types are set out below.
7.4. Subscribers agree to:
(a) pay the Subscription Fees to access Cerely to use the Cerely Services for the planselected during registration for a User Account, in consideration for the Subscriber’s subscription to the Cerely Services as set out on the Website;
(b) only create Team User Accounts for employees and contractors to access Cerely via an App;
(c) inform each Team User of their responsibilities using Cerely and the App under this Agreement; and
(d) accept responsibility and liability for Team Users use of the Cerely Platform, including the App and indemnify Cerely Holdings for any loss or damage that is caused by its employees’ use of Cerely including any direct, indirect or consequential loss that should arise out of the improper use or use that breaches any term of this Agreement.
7.5. Trial Users:
(a) may apply for Trial Access to use the Cerely Platform for a period of 30 days (Trial Access Period);
(b) are not required to enter a credit card to apply to become a Trial User on Cerely;
(c) only create Team User Accounts for employees and contractors to access Cerely via an App;
(d) inform each Team User of their responsibilities using Cerely and the App under this Agreement;
(e) accept responsibility and liability for Team Users use of the Cerely Platform, including the App and indemnify Cerely Holdings for any loss or damage that is caused by its employees’ use of Cerely including any direct, indirect or consequential loss that should arise out of the improper use or use that breaches any term of this Agreement;
(f) Cerely Holdings may, but it not obligated to inform You of when Your Trial Access ends. Therefore, it is Your responsibility to calculate the Trial Access end date;
(g) at any time during the Trial Access, You may pay the Subscription Fee to become a Subscriber to Cerely; and
(h) at the end of the Trial Access Period, You will no longer have access to Cerely unless You become a Subscriber.
7.6. Team Users agree:
(a) and acknowledge that they have read and understood the terms and conditions of use set out in this Agreement;
(b) you may download and use the App for the sole purpose of accessing Cerely Services;
(c) to Notify Us as soon as practicable if there is any fault in the App;
(d) if Your employment (or contract, if you are a contractor) with the Subscriber comes to an end, for any reason, that You uninstall the App from Your mobile phone and You do not access or attempt to access the Cerely Platform – unless you are a contractor for another entity that also uses Cerely, in which case you still may use the App to connect to that entity’s User Account.

8. Subscription Fees

8.1. If the Cerely Services Description specifies a minimum term for any subscription plan, then the subscription of a Subscriber for the Cerely Services is for that minimum term (“Minimum Term”).
8.2. A Registered User may only access the Cerely Services solely for the purpose(s) specified in the Cerely Services Description and subject to the provisions set out in the Cerely Services Description and in this Agreement.
8.3. You must pay all costs associated with accessing Cerely, including internet access costs, web browser and computer and smartphone equipment costs, telecommunications costs, data costs, roaming charges and, if You are a Subscriber, the Subscription Fee.
8.4. Without limiting Our rights and any other provision of this Agreement, if a Subscriber fails to pay the Subscription Fees in accordance with the requirements of this Agreement, We may suspend and/or terminate the Subscriber’s access to the Cerely Services and its Registered User Data hosted in the Cerely Platform.

9. Third-Party Applications

9.1. You understand and accept We utilise third-party software for some functionality in Cerely such for example payment gateway, email services and website hosting.
9.2. You agree that We may integrate with third-party services through API connections or other means, for example we may connect to accounting applications to export data to your account in those services.
9.3. You acknowledge that, despite the third-party services that Platform utilises and integrates with being of high reputation and standard, Cerely Holdings does not warrant the reliability and availability of any third-party services; and
9.4. You indemnify Us in respect of all and any loss or damage that You may suffer as a result of any third-party services that forms part of the operation of the Cerely Platform.

10. Registered User Data

10.1. If You are a Registered User, We agree that as between You and Us, You own all data that You upload into the Cerely Services (“Registered User Data”).
10.2. We do not warrant the accuracy of any data that is exported to third-party services. You therefore agree to check any exported data.
10.3. You agree and acknowledge that We do not own the infrastructure upon which the Cerely Services and/or the Registered User Data is hosted.
10.4. If You are a Trial User or a Subscriber, You agree that We may delete Registered User Data immediately after You close Your account, or Your account is terminated. You therefore warrant that you have make regular backups of Your Registered User Data to mitigate any data loss.
10.5. If You are a Registered User, You warrant, agree and represent that:
(a) You will only upload, input and transfer Registered User Data into and/or via the Cerely Services or disclose Registered User Data to Us, which You are fully entitled and authorised to upload, input, transfer and disclose; and
(b) Your Registered User Data and Our collection, use, storage and/or disclosure thereof in the course of providing the Cerely Services, will not breach any applicable law or right of any person.
10.6. If You are a Registered User, You license Us on an irrevocable, non-exclusive, royalty-free, worldwide basis to use and publish Your Registered User Data on Cerely.
10.7. Each Registered User is solely responsible for the accuracy, legality and quality of all its Registered User Data and for obtaining any permissions, licenses, rights and authorisationsnecessary for Us to use, host, transmit, store and disclose the Registered User Data in connection with the provision of the Cerely Services.
10.8. If You are a Registered User, You acknowledge that Your access to Your Registered User Data that is hosted by the Cerely Services is subject to Your compliance with this Agreement, including payment of any applicable Subscription Fees.
10.9. Except in respect of any Non-Excludable Guarantee, You agree that We are not responsible for any loss, corruption or hacking of any Registered User Data.
10.10. We or any of Our suppliers incur in respect of any claim that any of Your Registered User Data is lost, unavailable or corrupted or the transmission, storage, disclosure, or access to any of Your Registered User Data infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.

11. Availability of Platform Services

11.1. Subject to clauses 11.2, 11.3 and 11.4, while You are a Registered User of Cerely, We agree to use Our best endeavours to procure hosting of the Cerely Services and the Registered User Data and to ensure that the Cerely Services are available.
11.2. The availability of the Cerely Services to You will be subject, in addition to any other provisions set out in this Agreement, to any bandwidth limitations, database size limitations, throughput limitations and other technical and non-technical limitations or restrictions set out in the Cerely Services Description, and any planned and unplanned maintenance of Cerely and/or Our hosting providers.
11.3. You agree and acknowledge that the accessibility and use of Cerely, the Cerely Services and the Registered User Data hosted by the Cerely Services is highly dependent on the proper function of the Internet and any other computer and telecommunications networks and infrastructure upon which Cerely and/or Platform Services and/or Registered User Data operate, interface with or connect to, and that We are not responsible for any nonperformance of Cerely associated with any of those matters.
11.4. Except in respect of any Non-Excludable Guarantee, We do not guarantee that Cerely, Platform Services or Registered User Data or access thereto will be uninterrupted or errorfree and You release and indemnify Us in respect of any loss and damage that We may incur and/or claims and/or complaints You or Your customers may have against Us in respect of any interruption, error or unavailability of the Cerely Platform, Platform Services or any Registered User Data.

12. Usage Restrictions

12.1. You may not make any use of Cerely except as permitted by this Agreement and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with Our Intellectual Property Rights in Cerely. Without limiting the foregoing provisions, You must not, under any circumstances, sell or resell access to Cerely or scrape, republish, mirror or otherwise rent, lend, lease, sell, redistribute, sublicence, copy or duplicate Cerely or any content You obtain via Cerely (other than Your Registered User Data). In addition, You must not, nor may You permit any person to:
(a) copy, alter, modify, adapt, reproduce, republish, frame, translate, reverse assemble, reverse engineer, reverse compile, transfer, sell, license, create derivative works from or enhance Cerely and/or any content in Cerely (except any of Your Registered User Data) (except as expressly permitted by the Copyright Act 1968 (Cth));
(b) do any act that would or might invalidate or be inconsistent with Our Intellectual Property Rights or those of Our licensors;
(c) use Cerely in any way that infringes Our rights or the rights of any third-party;
(d) use Cerely to create any product or service that competes with Cerely; or
(e) take any steps to circumvent any technological protection measure or security measures in Cerely.
12.2. You must not use Cerely or any part of Cerely in any way which is in breach of any statute, regulation, law, or legal right of any person.
12.3. You must not use Cerely or any part of Cerely in breach of this Agreement.

13. Prohibited Use Policy

13.1. While there are other requirements to using the Cerely Platform under this Agreement, it is important to specify such use that Registered Users are strictly prohibited from including:
(a) using Cerely to violate any legal rights of any person in any jurisdiction;
(b) using Cerely in relation to crimes such as theft and fraud is strictly prohibited by this Agreement;
(c) using Cerely in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
(d) introduction of malicious programs into Our network or servers (e.g., viruses, worms, trojan horses, e-mail bombs;
(e) revealing Your account password to others or allowing use of Your User Account by others;
(f) using another person’s name, username or password or otherwise attempting to gain access to the User Account of any other person;
(g) using Cerely to carry out security breaches or disruptions of network communication is strictly prohibited by this Agreement. Security breaches include, but are not limited to, accessing data of which You are not an intended recipient or logging into a server or account that You are not expressly authorized to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
(h) using Cerely to execute any form of network monitoring which will intercept data not intended for You is strictly prohibited by this Agreement;
(i) using Cerely to circumvent user authentication or security of any of Our hosts, networks, or accounts or those of Our customers or suppliers is strictly prohibited by this Agreement;
(j) using Cerely to interfere with or deny service to anyone is strictly prohibited by this Agreement;
(k) using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any person’s use of Cerely is strictly prohibited by this Agreement;
(l) sending unsolicited email messages through or to users of Cerely in breach of the Spam Act 2003 (Cth) is strictly prohibited by this Agreement;
(m) use Cerely in a manner which may breach the terms and conditions of another thirdparty service that Cerely connects, integrates, or interfaces to; and
(n) using Cerely to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages is strictly prohibited by this Agreement.
13.2. Use of Cerely in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited by this Agreement.

14. Intellectual Property Rights

14.1. You agree and acknowledge that except in respect of Your Registered User Data, We own all Intellectual Property Rights in Cerely and this Agreement does not transfer or assign any Intellectual Property Rights to You.
14.2. You agree that You have no rights in Cerely or in any part of it or in any modification or enhancement thereof, other than the rights temporarily granted to You pursuant to this Agreement.
14.3. You agree that any Intellectual Property Rights in any comments that You may provide to Us in connection with Cerely or requests for new Platform features (each, an “Improvement Suggestion”) becomes Our sole and exclusive property immediately upon You uploading or posting that Improvement Suggestion to Cerely or otherwise providing the Improvement Suggestion to Us, and You hereby assign all Intellectual Property Rights in all and any such Improvement Suggestions to Us effective as soon as You provide each Improvement Suggestion to Us or upload or post an Improvement Suggestion to Cerely, pursuant to section 197 of the Copyright Act 1968 (Cth) and in equity. You consent to the infringement by Us and any third-party We authorise, of all Moral Rights that You may have in any Improvement Suggestions.
14.4. You must not take any step to invalidate or prejudice Our (or Our licensors’) Intellectual Property Rights in Cerely or otherwise. Without limiting the foregoing provisions, You must not register any security interest or purchase money security interest on the Personal Property Securities Register, or otherwise encumber or charge Your rights in respect of Your Registered User Data or with respect to the rights granted to You by this Agreement to use Cerely.

15. App-Specific Provisions

15.1. The provisions of this clause 15 apply only to Your use of any Platform smartphone application that You download from the Apple App Store or Google Play.
15.2. You agree that this Agreement is an agreement between You and Us and not between You and Apple, or You and Google. As between Us and Apple Inc., and as between Us and Google Inc., We are solely responsible for any product warranties pertaining to the app, whether express or implied by law, to the extent not otherwise effectively disclaimed under this Agreement.
15.3. You and We each acknowledge that, subject to clause 15.4, as between You and Us, We, and not Apple or Google, are responsible for addressing any of Your claims relating to the app or Your possession and/or operation of the app, including, but not limited to: (I) product liability claims made in respect of the app; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation in respect of the App.
15.4. Notwithstanding the provisions of clause 15.2 and 15.3, and for the avoidance of doubt, You agree:
(a) to release and indemnify Us from any claims that You or any other person might otherwise have (including any claims arising under consumer protection including Australian Consumer Law or similar legislation in respect of the app and any other claims, losses, liabilities, damages or expenses) which relate to Your acts or omissions;
(b) You, and not Us, will be solely responsible for any of the matters referred to in clauses 15.2 and 15.3 to the extent they are caused or contributed to by You.
15.5. We and You each acknowledge that neither Apple nor Google have any obligation whatsoever to furnish any maintenance or support services with respect to the App.
15.6. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

16. Hyperlinks and References

We do not recommend or endorse any websites to which We have linked to from Cerely via hyperlink or have otherwise referenced.

17. Liability

17.1. Except in respect of any Non-Excludable Guarantees, We do not represent that the information on this Platform is accurate, correct, up-to-date or error free.
17.2. To the extent possible by law, We are not liable to You for any indirect, special or consequential loss or damage incurred by You or anyone else, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data.
17.3. Except in respect of any Non-Excludable Guarantees, to the maximum extent permitted by law (and if permitted by law), We will not have any liability to You for any loss or damage howsoever incurred in relation to Your use of or inability to use Cerely.
17.4. Any goods and services supplied by Us through Cerely (which for the avoidance of doubt, includes the Cerely Services supplied by Us, but does not include goods or services supplied by any user or Registered User of Cerely to any person) may come with implied nonexcludable guarantees which are regulated by the Australian Consumer Law. The extent of the implied guarantees depends on whether You are a ‘consumer’ of goods or services within the meaning of that term pursuant to the Australian Consumer Law as amended. Where You are a ‘consumer’ for the purposes of the Australian Consumer Law, We are required to provide and shall be deemed to have provided the following mandatory statement to You: “Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for
any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”
17.5. If the goods or services supplied by Us to You through Cerely (which for the avoidance of doubt, includes the Cerely Services supplied by Us, but does not include goods or services supplied by any user or Registered User of Cerely to any person) are supplied to You in Your capacity as a ‘consumer’ of goods or services within the meaning of that term in the Australian Consumer Law as amended You will have the benefit of certain non-excludable guarantees in respect of those goods or services and nothing in these terms and conditions excludes or restricts or modifies any guarantee which pursuant to the Competition and Consumer Act 2010 (Cth) is so conferred. However, if the goods or services are subject to a non-excludable guarantee implied by the Australian Consumer Law and the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, then pursuant to s 64A of the Australian Consumer Law, We limit Our liability for breach of any such non-excludable guarantee implied by the Australian Consumer Law (other than a guarantee implied by sections 51, 52 or 53 of the Australian Consumer Law) or expressly given by Us to You, in respect of each of the goods and services, where it is fair and reasonable to do so, at Our option, to one or more of the following:
(a) if the breach relates to goods:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of such goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired; and
(b) if the breach relates to services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
17.6. Any warranty against defects provided by Us to You in Your capacity as a ‘consumer’ under the Australian Consumer Law is in addition to Your other rights and remedies under a law in relation to the goods or services to which the warranty relates.
17.7. Except in respect of any Non-Excludable Guarantees, all conditions, warranties and guarantees implied in this Agreement are excluded, to the extent possible by law. To the extent that Our liability is not otherwise excluded by this Agreement, subject to any NonExcludable Guarantees, Our liability to You is limited to the aggregate sum of Subscription Fees You have paid to Us.

18. Termination

18.1. Cerely Holdings takes its legal, privacy and commercial responsibilities seriously. We therefore reserve the right to immediately terminate this Agreement with Registered Users:
(a) if We reasonably believe that You may have taken part in any illegal, unconscionable or inappropriate activity or conduct related to, or in connection with, the use of Cerely or the Cerely Services;
(b) if You breach any material term of this Agreement or otherwise make a continued breach of a non-essential term of this Agreement;
(c) where reasonably necessary to protect Our legitimate commercial interests; or
(d) it is reasonable in the circumstances, which We reserve the right to determine in Our sole discretion.
18.2. If We terminate under this clause 18 then You agree to forfeit the balance of any Subscription Fees for the remaining period of Your Subscription plan and are not entitled to any refund on a pro rata basis or otherwise. For example, if You first register on the first day of the month and Your Subscription is terminated on the 15 of the month, You forfeit funds that month’s Subscription Fees.
18.3. Termination of this Agreement and access to Cerely does not affect any accrued rights of either party.

19. Dispute Resolution

19.1. The parties that are subject to a dispute agree under this Agreement (Dispute) to act reasonably and in good faith.
19.2. If a party to this Agreement has a dispute with another party they must not, with the exception of urgent injunctive relief, commence an action in any Court or tribunal before they complete the Dispute resolution process (Dispute Resolution Process) contained in 19.3 and the mediation process described in clause 19.4.
19.3. The Dispute Resolution Process requires the parties to negotiate in good faith and:
(a) the party who has a dispute a notice of the dispute (Dispute Notice) to the other party containing the nature of the complaint and how they propose the dispute should be reasonably resolved.
(b) the party who receives the Dispute Notice must respond within 14 days as to whether they agree or disagree to the proposed method to resolve the dispute.
19.4. If the parties have not resolved the Dispute after 14 days from receipt of the reply to the Dispute Notice, then the parties agree to commence mediation and:
(a) Agree to jointly determine and appoint a mediator;
(b) if the parties cannot agree on a mediator within 14 days after their right to commence mediation, then one or more parties to the dispute must request one be appointed for them by the Queensland Law Society;
(c) the cost of the mediator will be paid equally between the parties;
(d) the parties will pay their own costs that are incidental to the mediation, including travel, accommodation and food;
(e) the mediator’s decision will be final; and
(f) the seat for mediation is in Brisbane, Queensland.

20. Indemnity

20.1. You agree to indemnify Cerely Holdings from any and all damages, liabilities, costs, losses including consequential or future loss, v expenses or legal fees arising out of any claim, demand, or action by a third-party arising out of any breach of Your responsibilities or obligations, representations or warranties under this Agreement.
20.2. You agree to indemnify Cerely Holdings for any loss of data, loss of profits, income, any and all consequential, special and future loss, or any damages that arise out of provision of – or in relation to providing the Services, including but not limited to losses caused or attributed to Platform outages, scheduled faults, delays, issues relating to connection to third-party services, the Cerely Services or anything else regardless of who caused the loss or damage.
20.3. In no event will Cerely Holdings, its successors or assigns be held liable by the Customer for lost data, content, lost profits, interruption to Your business, its customers, or any other losses whatsoever including any direct, indirect, special, future or consequential loss or any damages arising out of, or in relation to the provision of the Services or in any connection with the use or operation of Cerely by anyone using it in any manner whatsoever..

21. Notices

21.1. Any notice issued to You from Us or from Us to You shall be in writing and sent by the email that You have added to the Cerely Platform. Where sent from Us to You, We shall use Your contact details for Your User Account.
21.2. You may contact Us or send a notice to Us using Our contact details that are specified on Our website at https://www.cerely.com/contact/
21.3. Any notice issued via email shall be deemed to be delivered upon receipt by the sender of an electronic read receipt or delivery receipt, or upon receipt of confirmation from the recipient that the recipient received the email.
21.4. We may send You email or other electronic messages concerning Your User Account and Cerely from time to time.

22. General

Amendment: This Agreement may be amended by Us at any time. If You are a Registered User, We will notify You of the amendments by providing notice in writing or via email (Amendment Notice) and if You do not agree to the amendments You may cancel Your subscription to the Cerely Services in accordance with
Assignment: You may not assign, transfer, license or novate Your rights or obligations under this Agreement without Our prior written consent. We may assign, transfer, licence or novate Our rights or obligations under this Agreement at any time, subject to Our Privacy Policy.
Australian Consumer Law: The exclusions and limitations of liability set out in this Agreement shall apply to the fullest extent permissible at law, but We do not exclude or limit liability which may not be excluded or limited by law. Without limiting the foregoing provisions, We do not exclude liability under the Australian Consumer Law which is prohibited from being excluded.
Entire Agreement: This Agreement and any information linked to from this Agreement constitute the entire agreement between You and Us and to the extent possible by law, supersede all prior understandings, representations, arrangements and agreements between You and Us regarding its
subject matter.
Jurisdiction: This Agreement will be interpreted in accordance with the laws in force in QLD. All parties that are subject to this Agreement irrevocably submit to the non-exclusive jurisdiction of the Courts situated in QLD.
No Waiver: No delay or neglect by Cerely Holdings in enforcing any rights, under any provision of this Agreement, constitutes a waiver of those rights and will not prejudice Cerely Holdings in any way.
Other rights: All rights not expressly granted to Us in this Agreement are expressly reserved by Us.
Relationship: You and Us are independent contracting entities and this Agreement does not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law (Queensland, Australia).

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