Terms and Conditions
These terms and conditions create a contract between you and HL (Agreement). Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree.”
1. Our Services
1.1 This Agreement governs your use of HL's services (Services), through which:
- you can obtain access through the Platform to information about certain goods and/or services
- Authorised Users may use the services for the Designated Use; and
- you can access content and other in-platform services.
1.2 The Services are only available for use in Australia by Authorised Users. By creating an account to use our Services, you need suitable hardware and Internet access. Our Services’ performance may be affected by these factors.
1.3 Certain capitalised terms used in this Agreement are defined in clause 14 below.
3.1 Subject to compliance with this Agreement, HL grants you a non-exclusive, non-transferable licence, without the right to sublicense, to use the Platform and Services for the Designated Use, and otherwise on the terms of this Agreement.
3.2 Any Authorised User must be approved in advance and in writing via email by HL before accessing or using the Platform. Any information provided by you to HL (including the establishment of your HL Account) must be true, accurate and not misleading. Each Authorised User must supervise and control access to and use of the Platform in accordance with this Agreement.
3.3 If the Licence Details specify that you are granted:
- a Single User Licence, then the Platform may only be used by one unique user with a valid HL Account and associated Log In Details and no other person must access the Platform with that HL Account; or
- a Multiple User Licence, then the Platform may only be used concurrently by qualified Authorised Users, each of whom will access the Platform with a valid HL Account and associated Sign in Details.
4.2 The Platform may recommend Content to you based on information you provide to the Platform and your activities. You may opt out from receiving such personalised recommendations for some Services in your account settings. Some recommendation features may require your permission before they are turned on. If you turn on these features, you will be asked to give HL permission to collect and store certain data, including but not limited to data about you, your activity and usage of the Platform. Please carefully read the information presented when you turn on these features.
4.3 The Content on the Platform is for informational purposes only and is not intended to provide any medical advice.
5. Intellectual Property
5.1 You acknowledge and agree that:
- the Proprietary Property constitutes confidential and proprietary information of HL or its Content providers, and except as expressly provided in this Agreement you must maintain the Proprietary Property in strict confidence and not disclose, duplicate, or otherwise reproduce it directly or indirectly in whole or in part;
- you will not obtain any title to (and this Agreement will not in any way transfer or assign to you) any part of the Proprietary Property including without limitation any intellectual property rights in the Proprietary Property; and
- you will take all reasonable steps to ensure that no unauthorised person accesses the Proprietary Property and that all authorised persons having such access will refrain from any disclosure, duplication, or reproduction of the Proprietary Property
5.2 You must not:
- reverse compile, reverse engineer or disassemble the Platform;
- create software to carry out functionality, and/or incorporating concepts, copied from the Platform or create derivative works based upon the Platform;
- remove or tamper with any proprietary notices or labels contained in the Platform or its output;
- without HL's prior written consent modify the Platform or incorporate or use any component of the Platform in any other software or documentation, and if you do so, the terms and conditions of this Agreement will apply to those components (which will be deemed to be Proprietary Property).
6. Termination and suspension of Services
6.1 If you fail, or HL suspects on reasonable grounds that you have failed, to comply with any of the provisions of this Agreement, HL may, without notice to you:
- terminate this Agreement and/or your HL Account, and you will remain liable for all amounts due under your HL Account up to and including the date of termination; and/or
- terminate your license to the Platform; and/or
- preclude your access to the Services.
6.2 This Agreement will be terminated automatically if you become subject to any Insolvency Event or AHPRA complaint.
6.3 HL further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you and, to the full extent permitted by law, HL will not be liable to you or to any third party should it exercise such rights.
6.4 Termination of this Agreement will not:
- limit or restrict either party from pursuing any other remedies available to it, including but not limited to injunctive relief where appropriate; or
- relieve you of your obligations to pay all fees and charges which may have accrued prior to such termination.
7. Limitation of liability
7.1 Nothing in this Agreement operates to exclude, limit or otherwise modify the application of any statute where to do so would breach that statute or cause any part of this Agreement to be void.
7.2 Subject to clause 7.1 and to the extent permitted by law, HL:
- excludes all terms, conditions, guarantees, warranties and representations implied or imposed by statute, law or other source external to this Agreement (including as to the description, merchantable quality or fitness for purpose of the Platform);
- except for liability expressly assumed under this Agreement, excludes all liability whatsoever, whether under statute, contract, for negligence or other tort, or otherwise, arising out of, in relation to or in connection with the Platform, its supply or use, including without limitation all liability for any:
- direct, indirect, special, incidental, economic or consequential loss or damage, or any loss of revenue, income, profits, data, goodwill, business, opportunities or anticipated savings; and
- equipment or device failure or malfunction, destruction or disclosure of data, death, personal injury or property damage;
- limits its liability in respect of any claim under this Agreement to: in the case of goods, at HL's option: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and, in the case of services, at HL's option: the supplying of the services again; or the payment of the cost of having the services supplied again.
- HL provides no warranty in relation to any third-party software, hardware, or other goods or services not manufactured or supplied by HL.
7.3 You expressly agree that your use of, or inability to use, or activity in connection with the Services is at your sole risk. The Services and all Content delivered to you through the Services are (except as expressly stated by HL) provided "as is" and "as available" for your use, without warranties of any kind, either express or implied.
7.4 You indemnify HL, its directors, employees, servants, and agents from and against all loss, damage, injury, claim, demand or expense (including all legal fees and expenses) incurred by those persons arising from or connected with:
- any property damage, personal injury or death arising from use of the Platform by you, and/or your employees, contractors or agents;
- any breach by you of this Agreement, including costs incurred in seeking to remedy the same including reasonable legal costs on a full indemnity basis; and
- any unlawful or negligent act or omission by you, and/or your employees, contractors or agents.
7.5 HL makes, and has made, no representation or guarantee that the data, output, results or outcomes obtained from or in relation to the Platform and the Content or its use will be accurate, correct or error-free, and you agree that it will not rely solely on it and that HL will not be liable for any adverse outcome arising from any such use or reliance.
7.6 HL does not guarantee, represent, or warrant that your use of the Services will be uninterrupted or error-free, and you agree that from time-to-time HL may remove the Services for indefinite periods of time, cancel the Services at any time, or otherwise limit or disable your access to the Services without notice to you.
7.7 HL does not represent or guarantee that the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and you hereby release HL from any liability relating thereto. You shall be responsible for backing up your own system, including any Content acquired or created through the Services.
7.8 For the avoidance of doubt, the exclusions and limitations of liability set out in this Agreement extend to all use of the Platform, whether used separately or in combination with any other software, equipment or product, and to all reliance on any data, output, results or outcomes of doing so by you or any other person. The exclusions and limitations apply even if HL was informed of the possibility of liability or of any claim by a third party, and operate in favour of HL, its suppliers, directors, employees, servants, and agents.
8. Third-Party Software
8.1 If the Platform incorporates Third-Party Software, that Third-Party Software is provided “as is” and without any warranty of any kind by HL, and is subject to any and all limitations and conditions that apply to such third-party software.
8.2 Any Third-Party Software Terms are deemed incorporated into this Agreement as if set out in full in this Agreement.
9.1 You acknowledge that the Platform may include features that allow HL to remotely and automatically identify, track and analyse certain aspects of the information provided to the Platform, use of the Platform and performance of the Platform (Monitoring), and you hereby consent to the Monitoring.
9.2 Any Monitoring will be conducted for purposes that include assessing compliance with the Agreement, reporting to third-party Content providers, and improving the Platform.
9.3 You warrant that you have complied with Privacy Laws (as if you are bound by them) in respect of any Personal Information disclosed by You to HL, and will comply with HL's reasonable directions that HL considers necessary to assist it to meet its obligations under Privacy Laws.
10. Force Majeure Events
10.1 Neither party will be responsible for any delay or failure to perform its obligations under this Agreement due to a Force Majeure Event.
10.2 If a delay or failure to perform is caused or anticipated due to a Force Majeure Event, the performance of a party’s obligations will be suspended for so long as the Force Majeure Event prevents such performance.
Notices shall be deemed delivered if (a) hand delivered; (b) sent by prepaid post to the party’s last known address, (c) sent by facsimile to the party’s facsimile number, acknowledged by return facsimile or letter; (d) or sent by email to the usual email address of the party for communications with the other party.
12.1 This Agreement completely and exclusively states the agreement of the parties regarding its subject matter and supersedes, and its terms govern, all prior or contemporaneous proposals, agreements or other communications between the parties, oral or written, regarding such subject matter.
12.2 This Agreement may not be modified except by a subsequent written amendment specifically referring to its subject matter and agreed in writing by HL and you.
12.3 If any provision of this Agreement is held to be unenforceable, such provision will be reformed or severed only to the extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
12.4 This Agreement and any rights under it may not be assigned or otherwise transferred by you to any third party without the written consent of HL, and any purported assignment or transfer of this Agreement without such consent will be null and void.
12.5 This Agreement may be assigned by HL to any nominee of HL that conducts business relating to the subject matter of this Agreement.
12.6 Any waiver of any provision of this Agreement, or a delay by either party in the enforcement of any right under this Agreement, must be in writing and will not be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right.
12.7 This Agreement will be governed by the laws of Australia and the state of New South Wales Australia, regardless of conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any dispute arising in connection with this Agreement.
In this Agreement, the following terms have the following meanings:
Authorised Users means any qualified person and their identified employees or contractors that have been authorised in advance by HL in writing to use the Platform;
Confidential Information means confidential and proprietary information of HL relating to its business, sales, marketing or technical operations, or relating to its clients, but not including information that:
- is now or subsequently becomes generally known or available through no breach of confidentiality by the receiving party;
- was known to the receiving party at the time of receipt by the receiving party;
- is provided by the disclosing party to a third party without restriction on disclosure;
- is subsequently rightfully provided to the receiving party by a third party without restriction on disclosure; or
- is independently developed by the receiving party as can be demonstrated by the receiving party’s records, provided that any person developing the information did not have access to the Confidential Information of the disclosing party prior to such independent development;
Designated Use means the services made available by HL to an Authorised User on the Platform;
Force Majeure Event means labour disputes, civil disturbances, actions or inactions of government authorities, epidemics, pandemics, war, embargoes, fires, weather delays, acts of God, acts of terrorism, default of a common carrier or supplier, or any other cause beyond the reasonable control of the party, other than an obligation to pay money;
HL Account means the online account made available by HL that is accessible through the Platform's website using the Sign In Details;
Insolvency Event means, in respect of a party:
- the party is insolvent, insolvent under administration, or states that it is unable to pay its debts when they become due and payable;
- the party is placed in or under any form of external administration including if the party or its property is subject to the appointment of an administrator, a controller, receiver or receiver and manager, a liquidator or an official manager;
- the party is made subject to any compromise or arrangement with any of its creditors or members or scheme for its reconstruction or amalgamation, otherwise than as a result of voluntary corporate reconstruction;
- the party is wound up or dissolved, or an order or resolution is made to wind up or dissolve the party;
- the party is or applies to be protected from any of its creditors under any applicable legislation; or
- the party ceases or threatens to cease conducting its business in the normal manner; or
- anything similar to any of the events in paragraphs (a) to (f) happen to the party under the law of any applicable jurisdiction;
Licence means a licence to use the Platform granted under, and on the terms of, this Agreement;
Multiple User Licence means a licence described in the Licence in terms indicating that the Platform may be used by concurrent Authorised Users at any particular time;
Personal Information means information about an identified or reasonably identifiable individual;
Platform means the online Platform known as "HealthLaunch" including any new release or Upgrades:
- that is hosted on equipment other than HL's equipment and made available for virtual use by you through any cloud-based or remote access mechanism; or
- that utilises remote server resources in its operation (including software installed locally on your devices that involves processing or functionality delivered using hosted or cloud-based resources);
Privacy Laws means laws regulating the handling of Personal Information or that otherwise relate to privacy that apply to either party and includes the Australian Privacy Act 1988;
Proprietary Property means the Platform (including its source and executable code), any associated scripts, all data formats and data compression algorithms used in files created by the Platform, HL's Confidential Information, HL's trademarks and logos, any goodwill associated with any of them, and any other materials supplied by HL to you;
Sign In Details means the user credentials (email address and password) used to sign in to and access the HL Account;
Single User Licence means a licence described in the Licence in terms indicating that the Platform may only be used by the one identified unique user;
Third-Party Software means software developed, owned or provided by a third party that is used in or incorporated into the Platform and its software (such as open-source software);
Third-Party Software Terms means the terms and conditions approved and set out or referenced by HL (including as referenced in clause 8.2) that relate to any Third-Party Software used or incorporated in the Software (such as acknowledgements, notices or other provisions required by the licence terms that are imposed by the relevant third-party licensor); and
Upgrades means updates to existing Platform modules, excluding new modules developed as separate software (as determined by HL, which other software may be available to be licensed separately by you at additional cost).