General Terms of Service and User Agreement

Welcome to the Strategic Human Resources Management Service offered by Antigravity Group Ltd. This General Terms of Service and User Agreement (“Agreement” or “User Agreement”) is a contract between you (“Customer”, “You”, or “User”) and Antigravity Group Ltd and its subsidiary companies (“Oberon SHRM”, “We”, “Our”, or “Us”) and it applies to your use of Oberon SHRM and any related products and services (“the Service”).

The agreement affects your rights, and you must read, agree with, and accept the terms and conditions contained in this Agreement. In consideration of the mutual covenants and promises contained herein and for other food and valuable consideration, and intending to be legally bound, the Parties agree as follows:

1. Acceptance of Terms

1. These Terms govern all access and use of Oberon SHRM’s application and all content, services, and products available at or through the application, including, but not limited to, electronic signature services, online uploads, display, delivery, acknowledgement, and storage services for documents and electronic contracts (collectively, the “Website Services”). Oberon SHRM will perform the professional services set forth in any duly executed Proposal (“Professional Services”) as applicable.
2. Customer is engaging Oberon SHRM to provide the Services as described in the relevant proposal(s) under these Terms (each, a “Proposal”). Neither Party will have any obligation with respect to any draft Proposal unless and until it is fully executed (signed by the Parties). Except as otherwise provided herein, if any of the terms and/or conditions of these Terms conflict with any of the terms and/or conditions of any Proposal, the terms and/or conditions of such Proposal will control solely with respect to the Services covered under such Proposal, unless the Proposal explicitly states that it is intended to modify the conflicting terms of these Terms. By accessing, registering for and/or using the Services in any manner, the Customer agrees to the Terms herein.

2. Free Trial, Subscription, and Onboarding

1. Oberon SHRM provides a free trial of the Services in the form of a free account “Waiver”. The Waiver will give the Customer access to the Website Services. Oberon SHRM reserves the right to decide on the Customer’s eligibility for a free trial at its sole discretion. Oberon SHRM may decide to withdraw or modify the trial offering at any point in time without prior notice.
2. Subject to Customer purchasing the right to access and/or use the Services and using such Services in accordance with the terms and conditions set forth herein and in the applicable Proposal, Oberon SHRM grants to the Customer a limited, non-sublicensable, non-exclusive, non-transferable license to access and/or use the Services by the quantity of Users (as defined hereinafter) (and/or up to the number of Users) during the term set forth in the applicable Proposal for internal use in accordance with the said Proposal(s), the terms and conditions set forth herein, and any documentation provided by Oberon SHRM (the “Documentation”) as it relates to the Services (“Subscription”).
3. The Customer will be provided materials, implementation, and other services at a fee as may be agreed in the applicable Proposal (“Onboarding”). The Onboarding will commence on the date of receipt of the initial payment from the Customer. Any offline material such as extensive user guides (videos & written documents) provided to the Customer shall be treated as confidential and proprietary information owned by Oberon SHRM. Customer agrees to receive marketing materials or other Documentation from Oberon SHRM.
4. The Subscription for the Services will commence on the 31st day of signing of the Proposal or on the day of completion of Onboarding, whichever is earlier (“Subscription Date”). The said Subscription is not for resale or further distribution, unless otherwise agreed to by the Parties in writing. Any customization or scoping for customization requests will be chargeable separately and is not included in the Subscription Fees unless expressly mentioned otherwise.

3. Users

1. For the purposes hereof:
   • “Users” shall mean Customer’s employees, representatives, consultants, contractors, partners, or agents who are authorized by the Customer to access and use the Services.
   • “Customer Account” shall mean an administrator account created for each Customer to access and use the Services by Oberon SHRM.
   • “User Account(s)” shall mean an account created for each User of the Customer (whether active or invited) to access and use the Services.
2. Customer and its Users are responsible for maintaining the security of their accounts, and Customer is fully responsible for all activities, damage and/or misconduct that occur under their account and by their Users.
3. Customer represents and warrants that its Users of the Services will abide by the terms and conditions of these Terms and Customer acknowledges and agrees that it shall be fully responsible for any User’s breach of these Terms. Customer is responsible for the management and administration of user accounts (and any associated passwords and access privileges) to or for the use of the Services, in accordance with these Terms and subject to the approval of Oberon SHRM. In no event shall the Customer allow the Services to be accessed or used by a third-party other than the Customer and its authorized Users. Oberon SHRM reserves the right to refuse use and/or access of such Services by any individual Party other than Customer and its authorized Users.

4. User Content

1. Customer acknowledges and agrees that Oberon SHRM utilizes third-party service providers to provide the Services including any payroll services, to host and store User Content. The protection of such User Content and the Customer’s use of the Services will be in accordance with that third-party service provider’s terms of services, safeguards for the protection of the security, confidentiality, and integrity of the User’s data.
2. The use of the Services may be governed by the laws of different countries or regions, and Customer agrees to abide by such applicable laws. Customer agrees that Customer’s use of any electronic signatures will be as valid as any manual signatures, if authorized by local law, and Customer, not Oberon SHRM, will ensure that Customer’s use of electronic signatures is in conformance with the applicable laws and regulations.
3. Customer agrees that it will not knowingly upload any User Content that:
   • is unlawful or promotes unlawful activities;
   • is defamatory, obscene, pornographic, pedophilic, invasive of another‘s privacy, including bodily privacy, insulting or harassing on the basis of gender, libelous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
   • is spam, is machine-generated or randomly-generated, constitutes unauthorized and/or unsolicited advertising, chain letters, any other form of unauthorized solicitation, and/or any form of lottery and/or gambling;
   • is harmful to children;
   • contains and/or installs any viruses, worms, malware, trojan horses, and/or other content that is designed and/or intended to disrupt, damage, and/or limit the functioning of any software, hardware, and/or telecommunications equipment and/or to damage or obtain unauthorized access to any data and/or other information of any third party;
   • infringes on any proprietary right of any Party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights;
   • impersonates any person and/or entity, including any of Oberon SHRM’s employees and/or representatives;
   • contains unauthorized payment card data, including credit or debit card data;
   • violates the privacy of any third party or Oberon SHRM’s employee and/or representative.

5. User Restrictions

1. Customer will not permit or authorize any User or third party to:
   • modify, and/or make derivative works of, disassemble, reverse compile, reverse engineer, decompile, extract, or otherwise derive or attempt to derive the source code of any Services or any other compiled software provided or made available by Oberon SHRM hereunder;
   • copy, reproduce, distribute, republish, download, distribute, disclose, encumber, time-share, license, sell, distribute, display, post and/or transmit any part of the Services in any form;
   • frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services (including images, text, page layout, and/or form);
   • use any metatags and/or other “hidden text” using Oberon SHRM’s name and/or trademarks;
   • use any manual and/or automated software, devices, or processes to “scrape” and/or download data from any pages contained in the Services;
   • use and/or access the Services to build a similar and/or competitive website, product, and/or service;
   • remove or cancel any copyright, trademark, or other proprietary or confidentiality notice from the Services;
   • intentionally hold Oberon SHRM and/or its employees up to public scorn, ridicule, and/or defamation;
   • promote or provide information about illegal activities or harm to any group, individual, or property;
   • take any action that materially interrupts or interferes with the Service, Oberon SHRM’s business operations, or other customers;
   • run any form of auto-responder and/or “spam” on the Services or use the Services to otherwise send “spam” to any third party;
   • use the Services in any unlawful way or to violate any federal, state, or international law;
   • circumvent or disable any security or technological features or measures of the Services;
   • use the Services to conduct illegal contests, pyramid schemes, or unsolicited email campaigns.
   Any rights not expressly granted herein are reserved by Oberon SHRM.
2. Customer is responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other equipment and services needed to access the Services. The Customer will determine access controls for its authorized Users and is responsible for activity under the User Account, including compliance with these Terms. Customer will notify Oberon SHRM in writing within forty-eight (48) hours of any unauthorized use of User Accounts or any known breach of security.
3. Oberon SHRM reserves the right to disable or suspend the Customer’s access to the Services in the event of:
   • any breach or anticipated breach of these Terms;
   • Customer’s use of the Services disrupts or poses a security risk to the Services or any other customer;
   • Customer or its authorized Users are using the Services for fraudulent or illegal activities; or
   • Oberon SHRM’s continued provision of the Services is prohibited by applicable law.
4. Customers agree not to access the Services for the purpose of monitoring its availability or any form of security testing (e.g., vulnerability scans, penetration testing) without prior written permission from Oberon SHRM. Oberon SHRM reserves the right to deny or grant permission for security testing at its sole discretion.