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End User License Agreement

The Platform is operated by Pryzm Health Pty Ltd (ABN 56 627 926 694) (us, we, our). The term ‘You’ or ‘Your’ refers to the individual user who is a party to this agreement.

Your access to, and use of, the Platform is governed by this agreement. Please read and review this agreement carefully. By clicking the ‘accept’ icon, You acknowledge that You have read, understood, and agree to be bound by this Authorised User Agreement. If You do not agree to the terms of this agreement, do not click on the ‘accept’ icon.

We may alter this agreement from time to time (including by adding terms to cover new functionality), so You should periodically check them as any changes will take effect as soon as they are updated in the Platform. You may be asked to accept the new agreement before You can continue to use the Platform. If You are not asked, we will treat Your continued access to, and use of, the Platform as Your acceptance of any amended terms. If You do not agree with the amended terms, You must stop using the Platform.

Background

Our online platform allows You to participate in a clinical or medical Project (Platform). Your level of access to the Platform, including Your role, access to certain functionality and features and data is determined by the Project Owner (defined below).

This agreement was last updated on 25 March 2020.

1. Requirements

1.1. You can only use the Platform if You are an Authorised User, as defined below.

1.2. To become an authorised user, You must:

1.2.1. be invited by the Project Owner to join the Platform;

1.2.2. be an employee or contractor of the Project Owner or otherwise a participant involved in a Project conducted by the Project Owner;

1.2.3. create an Account with a unique username and password;

1.2.4. in Your Account, provide Your full name, e-mail address and any other details we may request;

1.2.5. be over 18 years of age; and

1.2.6. be capable of forming a legally binding contract,
(Authorised User)

2. Your use of the Platform

2.1. You must not:

2.1.1. copy, modify, translate, enhance or adapt the Platform;

2.1.2. attempt to reverse engineer, disassemble, or decompile the Platform or determine or attempt to determine any source code, algorithms, methods or techniques used or embodied in the Platform or Content;

2.1.3. exploit or use the Platform or Content otherwise than as permitted under this agreement;

2.1.4. hack into or insert malicious code, including viruses, trojans, worms, logic bombs or other harmful or destructive code or data, into the Platform or Content or any operating system, including through password mining, phishing or other means;

2.1.5. use automated scripting tools or software in connection with the Platform or Content;

2.1.6. circumvent the structure, presentation or navigational function of the Platform or Content so as to obtain information that we or the Project Owner have chosen not to make publicly available;

2.1.7. interfere with or disrupt the Platform or the systems that support it;

2.1.8. make any use of the Platform or Content that violates any applicable law or regulation.

2.2. We reserve the right to monitor use of the Platform by You or any other person but have no obligation to do so.

3. Intellectual Property

3.1. If You satisfy the requirements set out in clause 1.2, accept the terms of this agreement, and successfully register to use the Platform, we grant to You a right to use the Platform in relation to the Project(s) in respect of which the Project Owner has granted You access, in accordance with this agreement.

3.2. We retain exclusive ownership of all copyright and other intellectual property rights embodied in or related to the Platform.

3.3. Depending on Your level of access to the Platform, the functionality of the Platform may include the generation of reports (Reports). We own the intellectual property rights in the look and feel, layout, design, visual elements and graphical elements used in the Reports. To the extent You are provided access to the Reports, You agree not to reproduce the Reports other than in connection with the relevant Project(s) to which the Project Owner has granted You access in the Platform.

3.4. You acknowledge that “Pryzm” and all other trade marks, trade names and other product and service names and logos on or in the Platform, are owned or licensed by us and are protected by applicable trade mark and copyright laws.

3.5. You grant us a non-exclusive, perpetual, transferrable, worldwide, royalty-free licence to:

3.5.1. use, reproduce, modify, upload, display, publish, communicate, distribute or otherwise make available on the Platform Your Data for the purpose of us providing the Platform and responding to any related enquiries or requests for assistance from us; and

3.5.2. use Your Data for our internal business purposes, including further developing the Platform and Content including improving their functionality and algorithms.

3.6. You acknowledge that depersonalised aggregated data collected from the Platform (including Your Data) may be provided by us to third parties.

4. Privacy & Personal Information

4.1. You will be required to provide personal information to us when You register to use the Platform, and in the course of accessing and using the Platform.

4.2. By registering to use the Platform, and continuing to use the Platform, You agree that we may use, disclose and handle Your personal information in accordance with our privacy policy. Our privacy policy is deemed to form part of this agreement.

4.3. You agree that we may disclose any information we, in our absolute discretion, consider we are required to disclose in order to satisfy any applicable rule of law, regulation, legal process or government request.

4.4. Terms used in clause 4 have the meanings given to them in the Privacy Act 1988 (Cth).

5. Acknowledgements

5.1. You acknowledge that:

5.1.1. You are responsible for the accuracy of Your Data entered into the system including Your personal details;

5.1.2. we provide no warranty or assurance:

(i) as to the quality, reliability, skills or expertise of the individuals or businesses involved in a Project, including the Project Owner;

(ii) that use of the Platform will result in any particular outcome including outcomes related to health, efficiency, financial savings or productivity.

5.2. You further acknowledge that:

5.2.1. the Platform contains certain Content (e.g. content created by the Project Owner and Authorised Users in relation to a Project) over which we exercise no editorial control;

5.2.2. although we do not monitor or exercise any editorial control over the Content, we reserve the right:

(i) to access or examine any Content; and

(ii) at our discretion move, remove or disable access to the Content which we consider, in our sole opinion to breach any applicable law or to be otherwise unacceptable.

6. Warranties

6.1. You agree and warrant that:

6.1.1. all information that You provide to us about yourself, including Your contact details and personal details is true, accurate, current and complete and that You will notify us of any changes to that information in a timely fashion; and

6.1.2. You will not share Your password for Your Account with others or allow others to use Your username and password.

7. Exclusions and Limitations of Liability

Exclusions

7.1. All terms, warranties and representations not expressly stated in this agreement, are excluded to the extent permitted by law.

7.2. Subject to clauses 7.4 and 7.5, You acknowledge that to the maximum extent permitted by law, we are not liable to You or any third party (including Project Owners) for:

7.2.1. any loss or damage in connection with Your use of the Platform; or

7.2.2. any interaction, transaction or relationship (legal or otherwise) arising through Your use of the Platform, including in relation to a Project.

7.3. Without limiting clause 7.1, we do not warrant or guarantee:

7.3.1. that the Platform will be free from viruses (including malware or spyware) or other destructive properties; or

7.3.2. that the operation of the Platform will be uninterrupted or error free.

Non-excludable rights

7.4. If any services are provided to You as a “Consumer” within the meaning of the Australian Consumer Law (ACL), You will have the benefit of certain non-excludable rights, guarantees and remedies in respect of those services. Nothing in these terms excludes, restricts or modifies any of those rights, guarantees or remedies which, pursuant to the ACL, cannot be excluded, restricted or modified.

7.5. If any services are provided to You as a “Consumer” but the services are NOT of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability to You for any failure to comply with a consumer guarantee under the ACL in respect of those services is limited at our option to either resupplying the services or the costs of resupplying the services.

Maximum Liability

7.6. Subject to clauses 7.4 and 7.5, to the maximum extent permitted by law:

7.6.1. we are not liable for any:

(i) lost profits, lost revenue, loss of opportunity, loss of data, loss of management time or failure to realise anticipated savings, property damage, loss of or damage to reputation or goodwill, personal injury, loss of life, accident, harm, incurred or suffered by a person; or

(ii) special, indirect, incidental or consequential damages, losses, costs, or expenses;

7.7. our maximum total aggregate liability for all loss, damage, cost or expense arising under or in relation to this agreement, whether in contract, tort (including negligence), equity, under statute or on any other basis is limited to the amount of $10.

Reduction of Liability

7.7. Our liability to You under or in relation to this agreement is reduced to the extent that Your acts or omissions, or those of a third party, contributed to or caused the liability.

8. Force majeure

8.1. We will not be liable for any act or event beyond our reasonable control, including failure of or suspension of public or private telecommunications networks.

9. Termination

9.1. You can deactivate Your access to the Platform at any time.

9.2. We may limit, suspend or terminate Your access to the Platform at any time and without any prior notice, if You have breached this agreement or if we know of or suspect any fraudulent or dishonest activity in relation to Your Account or Your use of the Platform or Content.

9.3. Your access to the Platform may also be suspended or terminated if the Project Owner:

9.3.1. chooses not to renew its agreement with us or the agreement otherwise comes to an end; or

9.3.2. breaches its agreement with us.

10. General

10.1. This agreement constitutes the entire understanding between You and us to the exclusion of any previous communications, representations or other terms.

10.2. We may, at any time and without the need for consent or approval from You, novate, assign or transfer all or any of our rights or obligations under this agreement to any person.

10.3. You may not assign or transfer any of Your rights or obligations under this agreement without obtaining our prior written consent (which consent must not be unreasonably withheld).

10.4. We may give notice to You by either direct communication to the email address provided in Your Account or generally by publication of a generic message or communication on a notice board or information link accessible to and found on the Platform. You may give notice to us by email at contact (at) covidaware.me.

10.5. If any part of this agreement is void or unenforceable, that part will be severable from and will not affect the enforceability of the remaining provisions.

10.6. This agreement is governed by the laws of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.

11. Definitions

11.1. In this agreement, the following words have the meanings set out below:

Account means the user account created by You in order to access the Platform as an Authorised User.

Authorised User means the term defined in clause 1.2.

Content means any content, text, documents, videos, graphics, user interfaces, visual interfaces, photographs, trade marks, logos, artwork, computer code and other material used, displayed or available on the Platform and includes Your Data and the Reports.

Platform has the meaning given to it in the Background to this agreement.

Project means a process, project, workflow or task and includes a clinical trial.

Project Owner means a person who has accepted our Terms of Use and subscribed to use the Platform in order to conduct a Project or Projects.

Reports means the term defined in clause 3.3.

Terms of Use means the Terms of Use available at https://covidaware.me/terms-of-service/.

Your Data means any text, information, data, graphics, photographs, and other material uploaded, displayed or made available on the Platform by You and includes Your Account.