6. Confidentiality & Privacy
You must treat as confidential all information (other than information in the public domain) which we provide to you. You must not disclose such information to any other party without our prior written permission. You may only use such information to the extent necessary to enable you to access and use the Software.
We must treat as confidential all information (other than information in the public domain) which you provide to us including (without limitation) information relating to your condition and other medical and personal information. We must not disclose such information to any party other than your Recognise 'clinician' without your prior written permission. Notwithstanding these requirements, we may use and disclose summaries, collations and any other form of your information which have been de-identified where such use is reasonably required for research or other purposes.
These confidentiality obligations do not apply with respect to disclosures required by law, confidential information that is generally available to the public (except as a result of a breach by a party of its confidentiality obligations) or information independently created by the recipient of the confidential information.
7. Expiry and Termination
You may terminate this agreement without cause at any time on written notice to us.
We may terminate this agreement by written notice to you if you fail to pay a Fee when due or fail to remedy any breach of these terms and conditions within 30 days after receipt of written notice requiring the breach to be remedied. You must indemnify us (including our officer, employees and agents) and keep us indemnified against any liability, loss, damages or costs we incur as a result of your breach of this agreement or your negligence.
On termination or expiry of this agreement, you will not be entitled to any refund of any prepayment which has been made.
The termination or expiry of this agreement will be without prejudice to any rights which we may have. Upon termination or expiry of this agreement by us for whatever cause, we are discharged and released from all obligations under this agreement. Your obligations of confidentiality and nondisclosure specified in this agreement will survive the termination or expiry of this agreement and you must continue to comply with those obligations notwithstanding the termination.
8. Limited warranty and disclaimer
We warrant that we have the right and authority to grant an Account to access and use the Software.
We do not attempt to exclude any conditions, warranties, rights or remedies which you may have pursuant to the Trade Practices Act 1974 or other legislation to the extent that those rights and remedies cannot be excluded by agreement (“non-excludable rights”).
Subject to any non-excludable rights: (a) the Site and the Software are provided on an "as is" basis; and (b) all express or implied conditions or warranties of any kind (including but not limited to any warranties of merchantability, fitness for a particular purpose, freedom from contamination by computer viruses, and the accuracy, adequacy, availability, currency, suitability, completeness, legality, reliability or usefulness of any Software or other content of the Site) are excluded.
Subject to any non-excludable rights: (a) your use of the Software and the Site is entirely at your own risk; (b) you hereby release us from any claims you would otherwise have against us now or in future arising directly or indirectly from the Software or the Site or your use of the Software or the Site; and (c) in no event will we be liable for any damages whatsoever (including, without limitation, direct, indirect, punitive, special, consequential damages, lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of the Software or the Site, whether based on contract, tort, statute, common law, equity or any other legal theory and whether or not advised of the possibility of such damages. Without limitation, this exclusion of liability applies to any loss or damage caused by any deficiency in Software or Site performance and any error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of any material associated with the Software or the Site or your attempted use of the Software or the Site.
If circumstances arise where you are entitled to claim damages from us or any other party involved in the supply, of the Software or the Site (a “relevant party”), then notwithstanding the other provisions of this Account, our liability (and the liability of any other relevant party) to you for the aggregate of all such claims (regardless of the basis on which you are entitled to claim including, without limitation, negligence) is limited to the total of all Fees paid to us by you in the 12 month period immediately preceding the date of the claim.
You must indemnify each of us and keep each of us indemnified against all claims, liabilities, expenses (including legal fees on a solicitor-client basis) or losses that may be made against or sustained by any of us arising from your breach of these conditions or otherwise howsoever from or in connection with your use of the Software or the Site.
9. Additional Terms
If any provision of this agreement is found to be invalid, unenforceable or illegal, then that provision will be deemed to be deleted to the extent necessary to remove the invalid, unenforceable or illegal portion and the balance of this agreement will remain binding.
Due to the ongoing nature of these provisions, we may vary them from time to time by amending the copy of the terms and conditions on our Site. Accordingly, you should check our Site from time to time to ascertain whether the terms and conditions have been varied. If you are unhappy with any variation, you may terminate the Licence in accordance with clause 6.
Neither party may assign this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld.
You agree that this is the complete and exclusive statement of the agreement between you and us and that it supersedes all proposals or prior agreements, oral or written, and all other communications between all parties relating to the subject matter of the Proposal.
This agreement is made in accordance with, and is subject to, the laws of South Australia. You irrevocably agree to submit all disputes arising in connection with this agreement to the jurisdiction of the courts of South Australia.