Terms and Conditions for Users

Ausmed Education Pty Ltd ABN 33 107 354 441 (Ausmed/we/us) provides a cloud-based platform (Platform) available through the Ausmed Sites for users to access the Ausmed Products, whether on a paid or unpaid basis.

In these terms and conditions, "you" or "User" means a Registered User, Authorised User or Subscriber who is the user of the Platform and/or App, as applicable. 

Ausmed will permit you to:

1. use the Platform, App and the Products, together comprising the software, information and intellectual property which are owned or licensed by Ausmed, in your capacity as a User; and
2. purchase Products through the Platform, in accordance with these terms and conditions together with each Addendum, as updated from time to time (“this agreement”).

This agreement forms a binding legal agreement between you and Ausmed. As a user of the Platform, you will at all times be bound by, and must abide by, this agreement.

The terms of this agreement include website terms and conditions and Addendums which govern the supply of Products. The Addendums form part of this agreement and, unless otherwise stated, in event of any inconsistency the Addendums have priority over these terms and conditions to the extent of the inconsistency only.

We may add Addendums to this agreement from time to time as we see fit. You will become bound by any new Addendums (or modified Addendums) from the earlier of the time that you indicate your agreement to the new or modified Addendum, or the time you commence using the relevant Product which is the subject of the Addendum.

If you are using the Platform on behalf of a User, then you agree that by using the Platform, you will be bound personally by this agreement, and that you will bind the User to this agreement as their agent (and you warrant that you have the capacity to agree to do so on behalf of the User).

Without limiting the way in which you may become bound by this agreement, you will be deemed to have accepted and will be bound by the terms and conditions of this agreement by signing a document agreeing to be bound by this agreement, by checking the "I agree to the Terms and Conditions" checkbox and/or clicking the "Sign Up" and "Get Started" button on the Website (or buttons or checkboxes with similar wording) to electronically indicate your acceptance of this agreement, or by proceeding with the purchase of or use of the Products.

Disclosure Required by the Fair Trading Act NSW

Under New South Wales law, before supplying goods or services, a business must take reasonable steps to make customers aware of the substance and effect of terms or conditions that may substantially prejudice the interests of consumers. This includes at least the following terms which:

• limit the liability of the supplier
• provide that the customer is liable for damage to delivered goods
• permit the supplier to provide data about the customer, or data provided by the customer, to a third party in a form that may enable the consumer to be identifiable by the third party
• require the consumer to pay an exit fee, a balloon payment, or other similar payment

Please note that in the terms and conditions below, Ausmed limits its liability to you in respect of any breach or default of Ausmed or any failure of the Platform or Products. Ausmed also limits its liability in respect of the provision of goods or services by a third party.

As further described below and in our privacy policy, Personal Information you provide us may be provided by us to third parties such as your employer or a payment provider.

If you purchase any goods or services through the Platform, but terminate the provision of those goods or services at your own option, you may still be required to pay the applicable purchase price in full.

2.1 Ausmed grants to each User an exclusive, non-transferable, revocable and location-specific licence (Licence) to access and use the Platform subject to the terms of this agreement, including payment of the relevant Subscription Fee (if any). The Licence only takes effect at the time specified in clause 2.3 and terminates on the termination of this agreement.

2.2 If you are an Authorised User of a Corporate Subscriber, and that Corporate Subscriber has been separately granted a licence to use the Platform (Corporate Subscriber Licence) then you may also use the Platform in your capacity as an Authorised User.

2.3 Your Licence commences on the date that you first use or create a user Account on the Platform and terminates at the earliest of the following:

1. for an Authorised User:
   1. the Corporate Subscriber which you are associated with ceases to hold a Corporate Subscriber Licence or removes access your access to the Platform; or
   2. you cease to be associated with the Corporate Subscriber; or
   3. your Account is terminated by us or the Corporate Subscriber;
2. for an Individual User:
   1. your Subscription Term is for a fixed term and that fixed term has expired; or
   2. your Subscription is not renewed; or
3. Ausmed terminates your Licence or your Account in accordance with this agreement. Ausmed may do this at any time and for any reason in its sole and absolute discretion.

2.4 Upon the commencement of your Licence, your use of the Platform is solely limited to accessing the Products which you have purchased from Ausmed, or which Ausmed has otherwise agreed to supply to you. You must make no other use of the Platform.

2.5 In relation to audio-visual publications available on the Platform (Videos), in addition to the right to view Videos, you have the right to make the Videos available for viewing by a group or groups who you are teaching or educating. Whilst the number of people within the group is not limited, the ability to reuse content contained in the Videos is limited. You are not permitted to make any alterations to a Video whatsoever. Nor are you permitted to pass a Video off as your own intellectual property. That is to say, you must leave all Ausmed recognition on the Videos and must maintain the authorship and attribution as it stands on the Platform.

2.6 Ausmed may suspend your usage of the Platform at any time and for any reason in its sole and absolute discretion where separately provided under this agreement.

2.7 You may terminate your use of the Platform and the Products at any time via functionality in the Platform or by disabling or deleting your Account. If you terminate a Subscription prior to the conclusion of its Subscription Term, then you will not be entitled to a refund of any Fees relating to the unused portion of your Subscription, apart from where expressly set out in this agreement.

2.8 Ausmed may restrict the functionality of the Platform, or your access to parts of the Platform based on the subscription level, licence type, and fees payable. Ausmed may also offer different functionality to you depending on the type of user you are.

2.9 All rights in and to the Platform which are not licensed to you under this agreement are strictly reserved by Ausmed.

3.1 Subject to the terms and conditions of this agreement, Ausmed may determine to provide you with one or more Products via the Platform. The Products may include:

1. the usage of the Platform as contemplated by this agreement;
2. a software platform to allow organisations to create, upload, administer, allocate, document, track, report and deliver education and training to their personnel, including their Authorised Users (Learning Management System or LMS);
3. a software platform to allow organisations to manage the storage, organisation, maintenance and delivery of their internal policies to their personnel (Policy Management System);
4. goods and services provided by third parties via the Platform from time to time (Third Party Products);
5. processing of payments by you to make purchases via the Platform (Payment Products); and
6. other goods and services which Ausmed determines to offer via the Platform from time to time (Other Products).

3.2 Subject to the terms and conditions of this agreement, the provision of the Products which you purchase constitute Ausmed’s only obligation to you.

3.3You acknowledge and agree that:

1. Ausmed has no responsibility for the delivery or quality of Third Party Products other than enabling you to purchase the Third Party Products. You have no claim against Ausmed, and release and forever discharge Ausmed from, any breach, default or failure of delivery by the relevant third party of their Third Party Products;
2. Payment Products may be provided by a third party payment processor on Ausmed’s behalf. Ausmed’s role in this regard is to pass payment details through to the payment processor for the purposes of enabling you to purchase the relevant Products to which payment relates;
3. Third Party Products and Payment Products may have their own separate terms and conditions imposed on you by the provider of such goods and services. Ausmed may require you to agree to those third party terms and conditions as a condition of using or purchasing the Third Party Products or Payment Products;
4. Other Products which Ausmed provides from time to time, may have their own separate terms and conditions. You agree that Ausmed may require you to agree to those terms and conditions as a condition of purchasing and using the Other Products; and
5. Ausmed may modify the Products at any time, and discontinue any one or more of the Products (or part thereof) at any time. Ausmed may also restrict your use of some or all Products in accordance with the terms of this agreement.

3.4You acknowledge and agree that:

1. does not guarantee that the Platform or Products will always be accurate, reliable, or error-free;
2. Ausmed is not liable and responsible if the device you use to access the Platform, Products does not support the Platform, Products and Ausmed is not responsible for any internet and telecommunication costs incurred as a result of the use of the Platform and Products; and
3. all Intellectual Property Rights, which subsist in the Platform, including any software, code, data, material, or information created by or on behalf of Ausmed and displayed or made available via the Platform are the exclusive property of Ausmed or Ausmed is licenced to use such intellectual property. This does not however affect your rights in your User Content as provided under clause 7.1.

3.5 You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, code, Products obtained from or through the Platform. Additionally, you agree not to:

1. use the Platform or its contents for any commercial purpose, other than in your capacity as a User;
2. use another person's name, account, identity or password without permission, or use the Platform while impersonating another person;
3. access, monitor or copy any content or information of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without Ausmed’s express written permission;
4. violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
5. take any action that imposes, or may impose, in Ausmed’s discretion, an unreasonable or disproportionately large load on its server infrastructure;
6. deep-link to any portion of the Platform for any purpose apart from where expressly permitted by this agreement;
7. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Ausmed in connection with the Platform or the Products (except to the extent specifically permitted by law);
8. use the Platform in any way, including posting or uploading User Content:
1. that would cause a User or Ausmed to breach any law, regulation, rule, code or other legal obligation;
2. that defames, harasses, threatens, menaces, offends or restricts any person;
3. that is or could reasonably be considered to be obscene, inappropriate, defamatory, discarding, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy; or
4. that would bring Ausmed, or the Sites, into disrepute;
9. interfere with or inhibit any Subscribers, Corporate Subscribers, Authorised Users or Visitors from using the Sites;
10. use the Sites to send unsolicited email messages;
11. attempt to or tamper with, hinder or modify the Sites, knowingly transmit viruses or other disabling features, or damage or interfere with the Sites, including but not limited to the use of trojan horses, viruses, or piracy or programming routines that may damage or interfere with the Sites;
12. advertise a User's or other person's products or services;
13. breach any of Ausmed’s Policies; or
14. facilitate or assist a third party to do any of the above acts.

3.6 Other than as expressly provided in this agreement, Ausmed does not accept any responsibility, and disclaims all and any liability for, any dispute between an Authorised User and a Corporate Subscriber or a User and their regulatory or registration body in connection with the Platform or any related supply of services.

4.1 Ausmed may require you to create an online account with Ausmed (Account) in order to use the Platform and some or all of the Products. Ausmed may restrict the usage of the Platform and Products (or part thereof) for persons who do not have an Account. Ausmed may, from time to time, amend or place restrictions on the requirements needed to create an Account.

4.2If you create an Account with Ausmed then you acknowledge and agree:

1. you are at least 18 years of age;
2. if requested by Ausmed, to use your email address as your username, or alternatively your social media account, Google or Apple account for your login;
3. that the Account will be created using Ausmed’s online or sign up process, or any other method specified by Ausmed from time to time;
4. to keep confidential and secure any password used to access the Account;
5. that you warrant that all information provided by you to Ausmed in the setup of the Account is true and correct in every detail;
6. to immediately notify Ausmed of any unauthorised use of your Account and accept all risks of unauthorised access to your Account and the information you provide to Ausmed;
7. immediately notify Ausmed by using the "contact us" or "help" component on the Sites if you discover or otherwise suspect any security breaches related to the Sites or your Account;
8. your Account is personal to you, and you are responsible if you allow others to use it. Ausmed is not liable for any direct or indirect harm caused or related to the theft or misappropriation or disclosure of all or any portion of your Account access details, or your authorisation of anyone else to use your Account;
9. that you will only use the Account for the purposes of using the Products and/or purchasing Products, and for no other purpose;
10. to comply with Ausmed’s Policies and acknowledge that any breach of such Policies may result in your Subscription being suspended or terminated (for Authorised Users, this means the Corporate Subscription under which the Authorised User is associated); and
11. if you are an Authorised User, the Corporate Subscriber to which you are associated with may access and view your relevant personal details and other data including allocating CPD related activities to you, tracking your progress for professional development, training and other activities allocated to you by the Corporate Subscriber.

4.3 You acknowledge that Ausmed may offer different types of functionality to different Users depending on the type of Account they have set up (such as for example whether they are Registered User, an Authorised User or a Corporate Subscriber).

4.4 Ausmed may in its sole discretion terminate or suspend your Account if in Ausmed's reasonable opinion, you have not complied with a term of this agreement.

5.1 You agree that Ausmed’s sole role in providing the Products to healthcare professionals and organisations is to provide a technology platform for the purposes of providing you with the Products. Ausmed is not responsible for the provision of healthcare services to you or by you and no information or materials provided on or through the Platform should be relied upon as the basis of healthcare services or advice.

5.2 Ausmed makes no warranty or representation that the Platform, its functionality, any Products, comply with the legal requirements for providing healthcare services.

5.3 You are responsible for meeting all legal requirements in relation to the provision of healthcare services. You agree that Ausmed has no responsibility for the provision of healthcare by you. You release and forever discharge Ausmed from any and all liability or claim which you may make or intend to make against Ausmed in relation to your default, breach or negligence in the provision of healthcare services by you.

5.4 You are solely responsible for determining the suitability of any of the Content and Products, and your reliance on any information that is provided through the Sites, Content or Products is at your own risk.

6.1Fees which may be imposed

1. Ausmed may determine to impose usage fees, licence fees or other fees and charges (together "Fees") in relation to:
1. your use of the Platform;
2. the use of additional functionality contained in the Platform over and above that which is provided on a free basis;
3. the purchase of any Products through an Order Form or through the Sites by you; or
4. payment processing fees which apply to the processing of any payments by you through the Platform.
2. The amount of any Fees which you must pay will be determined by the Products you nominate and will either be set out in an Order Form, displayed in the Platform before you make a purchase or on the Sites from time to time. Once you nominate a Subscription Product, you are obligated to remain subscribed to that Subscription Product for the duration of the Subscription Term.
3. The Subscription Fee will remain fixed for the Subscription Term unless the Subscriber:
1. exceeds any usage limitations as specified in the Products Catalogue, or the relevant Order Form;
2. upgrades their Subscription Product; or,
3. is informed otherwise in the relevant Order Form.
4. In the event a Subscriber exceeds any usage limitations on their use of a Product, they will be charged at the end of the calendar month according to the Products Catalogue, or the relevant Order Form (if provided for in that Order Form).

6.2When and how Fees must be paid

The Subscription Fee for the selected Subscription Term must be paid in full upon subscribing to the Subscription Products. Each subsequent Subscription Fee is due on the anniversary of the initial Subscription Fee payment.

6.3Payment by Credit Card or Direct Debit

If you are a Subscriber paying by credit card or direct debit:

1. you will be required to provide an accurate, complete and current credit card or account detail to enable Ausmed to process that payment;
2. you warrant that you are authorised to use the credit card or provide account details to make the payment, that the payment will be honoured by the card issuer, or financial institution and you will maintain sufficient funds in the account to cover the Fees;
3. you authorise Ausmed to charge the relevant credit card or the nominated bank account for all Fees payable during the Subscription Term;
4. you further authorise Ausmed to use a third party to process payments, and consent to the disclosure of the relevant payment information to such third party;
5. if Ausmed does not receive/cannot deduct payment on the due date (as the case may be), you agree to pay all amounts due in arrears upon demand;
6. should the credit card expire during the term of the relevant nominated Subscription Term or the provided account details change, the Subscriber must inform Ausmed of their updated details. They may do this by navigating to the Account settings section on the Website, or by contacting Ausmed using the contact details on the Sites;
7. if any attempt to debit any Fees fails, Ausmed will make further attempts to debit so much of the Fee as is due; and
8. you agree to notify Ausmed of any billing problems and discrepancies with the provided credit card or account as soon as reasonably practicable and you must do so before the due date of your next Subscription Fee to ensure payment of the Subscription Fee can be made and your Subscription Product is uninterrupted.

6.4Failure to Pay

If any Fees are unpaid, then without limitation the following action may be taken by Ausmed:

1. follow up procedures may ensue e.g. reprocessing your credit card or account, sending the Subscriber reminder emails or text messages, contacting the Subscriber by telephone; and/or
2. Ausmed may suspend Subscriber (including Authorised User for Corporate Subscribers) access to the subscription Products on the Sites until payment is made; and/or
3. access to the Subscription Product may be terminated, whether or not any of the steps in paragraphs (a) and (b) have first been attempted (see clause 12).

6.5GST

1. In this clause:
1. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth); and
2. terms used in this clause 6.5 shall have the same meaning as in the GST Act.
2. Unless expressly specified to the contrary, all amounts payable under this agreement (consideration) by one party (payor) to the other (payee) have been expressed to be exclusive of GST. The payor will, at the same time as paying the consideration to the payee, pay an additional amount on account of the GST, so that after deduction of GST, the payee receives no less than the amount of the consideration.
3. Where a party is required under this agreement to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party will be the sum of the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party, or to which the representative member for a GST group of which the other party is a member, is entitled.

6.6Renewals

1. For Individual Subscribers
1. Your subscription will automatically renew at the end of each Subscription Term unless you cancel at least one day before the expiry of your current term (see clause 12.1). The renewal period will match your existing Subscription Term unless otherwise specified.
2. For Corporate Subscribers
1. Upon the expiry of your Subscription Term, your Subscription Product will renew automatically for a period of 12 months unless you cancel your Subscription at least 30 days before the expiry of your current Subscription Term (see clause 12.1).

Upon renewal, a Subscriber's Subscription Fees may automatically increase in line with CPI or any other changes to Ausmed's Products. The Subscriber will be notified of any changes to the relevant Subscription Fees at least 30 days prior to renewal. If you do not agree to the Subscription Fee adjustment prior to the renewal, you may terminate your Subscription.

6.7Upgrades

A Subscriber may upgrade their Subscription Product at any time. To do this you must go through the applicable Subscription Process. For Corporate Subscribers, you will need to complete an Order Form that specifies the details of the upgrade. The upgrade will be subject to any new Subscription Fees and this agreement.

6.8Subscription Product Requests

Ausmed is not bound to accept a request to subscribe to the Subscription Products. Ausmed will make an offer to provide a person or organisation with the Subscription Products upon issuing them with an order confirmation. A person or organisation will be deemed to have accepted Ausmed's offer to become a Subscriber upon payment of the first instalment of the Subscription Fee for the Subscription Product nominated.

6.9Existing Individual Subscriber - Conversion to Authorised User

If an Individual Subscriber becomes an Authorised User (i.e., they become an employee of or contractor to a Corporate Subscriber, or their employer or organisation becomes a Corporate Subscriber), their existing Individual Subscription will remain active unless cancelled.

The Individual Subscription remains in place unless cancelled by the user.

6.10Refund rights for termination or suspension for no fault

a.If Ausmed suspends or terminates your use of the Platform due to a reason other than your breach or default under this agreement, or if you terminate this agreement under clause 15.2, and if you have pre-paid for Products not yet delivered as at the date of termination or suspension, then you should contact Ausmed to see whether you are entitled for a refund of the prepaid amount (or part thereof), which accords with the value of the Products not yet delivered (as reasonably determined by Ausmed), and which will not be delivered as a result of the suspension or termination.

b.Apart from where required by law, and without limiting Ausmed’s rights, Ausmed may refuse to provide a refund under clause 6.10(a) where the reason for the termination or suspension is due to:

6.11Payment for unused services when you terminate

If you terminate this agreement:

1. during any period which you are using a Subscription Product which is charged to you on a subscription basis or periodic basis; or
2. during any period of time Ausmed is otherwise delivering Products to you which you have previously ordered and agreed to pay Fees for (Incomplete Product),

then you agree to pay the full amount of the Fees chargeable in respect of the Subscription Product or Incomplete Product (as applicable), as if the Subscription Product had been provided for its full term or the Incomplete Product had been delivered in full.

7.1You acknowledge that by submitting content to the Platform, you expressly grant an irrevocable, perpetual, exclusive, royalty-free, sub-licensable, assignable license to Ausmed and its affiliates to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content which you submit to the Platform:

1. including, without limitation, postings on the Platform, reviews that you submit in relation to any Content, Comments, policies, reflections, messages, commentary in forums or any suggestions or ideas, photos, images, videos, text, data, or any other work, item or thing you upload to or transmit through the Platform or provide to Ausmed in any form of media; and
2. excluding Personal Information which is dealt with in accordance with our Privacy Policy,
3. excluding Corporate Subscriber Content which is defined and dealt with in Addendum A,

(User Content).

7.2 To the extent that you have any moral rights (as that term is defined in the Copyright Act 1968 (Cth)) in any User Content you provide to Ausmed, then you waive all such moral rights, and to the extent that such waiver is not possible, then you consent to Ausmed making all uses, edits and modifications of the User Content in its sole discretion, including, without limitation, as further described in this agreement.

7.3 You warrant that any User Content that you post, transmit or upload to the Platform will not infringe the Intellectual Property Rights or other rights of any person.

7.4 You warrant that if any User Content submitted by you to the Platform reproduces the likeness or image of any person, that the person whose image or likeness is reproduced in that User Content, has provided their express consent to you, for their image or likeness to be published on the Platform.

7.5You acknowledge and agree that:

1. the User Content is not confidential;
2. you are solely responsible for the User Content you post or transmit on the Platform and Ausmed disclaims all liability for User Content;
3. User Content must comply with our Comment Engagement Policy;
4. Ausmed may reproduce any User Content on the Platform and will determine in its discretion how it presents your User Content on the Platform;
5. Ausmed may make any modifications to the User Content in its sole and absolute discretion, before presenting that User Content on the Platform, and may remove any User Content;
6. Ausmed may determine whether or not to attribute the User Content to you, or remain silent on any attribution; AND
7. if you are an Authorised User, the Corporate Subscriber with which you are associated may have access and view your User Content.

7.6 You agree that Ausmed is under no obligation to edit, monitor or control the User Content that is published to the Platform by you or another User, but Ausmed reserves the right to do so.

7.7In relation to your data and User Content:

a.you acknowledge and agree that Ausmed is not liable for any loss of data including User Content stored within the Platform or in the Products as a result of an error or malfunction of the Sites;

b.you are encouraged to regularly back-up records and information to protect against unexpected loss. Ausmed recommends that you do not use the Platform or Products as the sole repository of your information;

c.if you are a Corporate Subscriber:

d. if you are an Authorised User, you are responsible for keeping records of the specific version of the Module and /or Content that you have been assigned or accessed via the LMS.

7.8 You must export all of your data from your Account prior to termination if you require access to your data after termination of your Account. Once a Subscription is terminated, Ausmed is, to the full extent permitted by law, under no obligation to retain or provide User data and Ausmed may not be able to retrieve User data or materials related to the terminated Subscription.

8.1From time to time, Ausmed may undertake Surveys, Polls or Research.

8.2 The Surveys, Polls or Research, including the results of any Surveys, Polls or Research, are the property and Intellectual Property Rights of Ausmed and may be used and distributed by Ausmed for any purpose whatsoever.

8.3 A User may be permitted to participate in and (where available) view the results of Surveys, Polls or Research posted on the Sites but must not otherwise copy, reproduce, replicate or disseminate Surveys, Polls or the results thereof to any third party.

8.4 Except where Ausmed conducts de-identified analytics Research, Ausmed will seek User consent should Ausmed wish for a User to participate in any Research.

9.1By using the Platform or the Products, you agree to the terms of the Ausmed privacy policy. A copy of our privacy policy may be viewed on our Website.

10.1You acknowledge and agree that in using the Platform, including by uploading, entering or creating any Personal Information or User Content via the Platform, that:

1. Personal Information and User Content will be transmitted over the internet any other network used by the Platform, which may include transmission to servers located in other states or countries;
2. while Ausmed will take all reasonable security precautions, the transmission, upload, download, or storage of Personal Information and User Content via the Platform is not guaranteed to be, and may not be, secure;
3. transmitting, uploading, or downloading Personal Information and User Content via the Platform may render your systems vulnerable to viruses, Malware, or other forms of attack that are beyond the reasonable control of Ausmed; and
4. you are at all times responsible for the security of your own systems, and the security of the Personal Information and User Content (as applicable).

10.2Ausmed will comply with any laws requiring Ausmed to notify any person of any notifiable data breach. Otherwise, to the maximum extent permitted by law, Ausmed will not be liable or responsible for protecting the security of Personal Information or User Content transmitted, uploaded, or downloaded via the Platform, or for any loss, cost, expense or damage suffered by a User as a result of any unauthorised access or use of the Personal Information, User Content or Ausmed’s systems.

11.1 Each party (a Recipient) agrees that the Confidential Information disclosed to it by another party (the Discloser) is confidential to the Discloser and must not be disclosed or used for any purpose other than for the purposes of, in the case of Ausmed, making the Platform and Products available to Users, and in the case of Users, accessing the Platform and using the Products. Notwithstanding the forgoing a Recipient may disclose Confidential Information of a Discloser where:

1. the information disclosed is in the public domain (other than through a breach of confidentiality);
2. the information is required to be disclosed by law;
3. the information is received from a third party, except where there has been a breach of confidentiality;
4. the information is disclosed by the Recipient to their directors, employees or professional advisers who have a need to know the information in the course of their duties, and only under terms of strict confidentiality; or
5. in the case where Ausmed is the Recipient, the information is provided to a bona fide potential purchaser of any equity interest in Ausmed or a potential purchaser of the Ausmed business.

11.2 The above obligations are in addition to and not in substitution for any other obligation of confidentiality between the parties.

12.1Term and Renewal

Unless an Order Form specifies a fixed term, or the Subscriber instructs Ausmed to terminate their Subscription Product, on each anniversary of the later of either the Commencement Date or the Billing Commencement Date, the Subscription Term will automatically renew for the period of 12 months, or the initial length of their Subscription Term, whichever is shorter. For the avoidance of doubt, if the Billing Commencement Date falls after the Commencement Date, the Billing Commencement Date will constitute the start of the Subscription Term.

12.2Suspension and Termination of Free Products

A Registered User's access to the Free Products may be suspended or terminated at any time at Ausmed’s discretion.

12.3Termination

1. Either party may terminate a Subscription Product by providing notice to the other party at least one day prior to the next billing date or end of the Subscription Term. Termination is effective at the end of the current Subscription Term.
2. Termination of a Subscription Product does not affect the rights and obligations of the parties which accrued prior to the termination.
3. Upon termination of a Subscription Product, a Corporate Subscriber remains liable for all Subscription Fees that would be incurred up until the expiry of the current Subscription Term, as per the Corporate Subscriber Order Form.

12.4Suspension for Non-Payment

If any Fee is unpaid, then without limitation Ausmed may suspend or terminate a Subscriber’s access to a Subscription Product until payment is made.  If the payment is more than seven (7) days late, the relevant Subscriber’s Account may be terminated.

12.5Suspension for Present Harm

Users must take reasonable steps to prevent cyberattacks. Such steps include using effective training, processes and tools; keeping software up-to-date; and, monitoring for and preventing phishing attacks.  If a User is the knowing victim of a cyberattack, they are obliged to immediately notify Ausmed of the breach and to provide as much information about the breach to enable Ausmed to initiate defensive actions.  Ausmed retains the right to suspend a User from using the Platform, its Products if it reasonably believes that a User's system is affected by malicious cyber activities that could cause harm to the Platform or Products.  Ausmed in its sole discretion, may determine that such suspension is temporary or permanent.

12.6Suspension for Prohibited Acts

Ausmed may suspend or cancel access to the Platform or any or all of the Products without notice if a User:

a. uses a Product for any purpose in any manner other than as set out in in this agreement;

b. uses a Product in any manner that that could damage the reputation of Ausmed or the goodwill or other rights associated with the Content; or

c.permits any third party to use a Product other than as set out in this agreement.

12.7Termination for Cause

Either party may terminate this agreement immediately by notice to the other party if:

a.the other party commits a material breach of this agreement which cannot be remedied;

b. the other party commits a material breach of this agreement which is capable of being remedied and fails to remedy the breach within 5 Business Days after receipt of a notice requiring it to do so;

c.an Insolvency Event occurs in relation to the other party; or

d.the other party ceases to carry on its business.

12.8Effect of Termination

A User must stop accessing the Platform and using Products except for the Free Products once that User's account is terminated. If a User's Account was terminated for cause, then they may be permanently suspended from accessing the Platform and using the Products.  Nothing in this clause restricts Ausmed’s right to terminate a Registered User’s use of Free Products under clause 12.2.

12.9Authorised User - Removal from Corporate Subscription

a.A Corporate Subscriber may remove the access of an Authorised User at any time.

b. The record of Authorised User activity during their period of engagement with the Corporate Subscriber may be retained by the Corporate Subscriber according to the Corporate Subscriber’s own policies and agreements with the Authorised User.

c. If an Authorised User is removed from the Corporate Subscriber Account, the Authorised User will become a Registered User and will (subject to clause 12.2 and to their compliance with this agreement) still have access to the Free Products. A User may at any time notify Ausmed that they are no longer employed by or contracted to a Corporate Subscriber and the User will then be removed from the Corporate Subscriber's Subscription. If a User wishes to retain access to the Products they will need to create an Individual Subscription with Ausmed (please visit the Website).

12.10Authorised User and Ongoing Use of Ausmed Portfolio

If an Authorised User requires ongoing use of the Portfolio when they are no longer associated with a Corporate Subscriber, refer to the terms set out in Addendum E.

13.1You acknowledge and agree that:

a. Ausmed is not a provider of health care services and is not liable to you or any other person in any respect of any healthcare advice or service that you may provide;

b.Ausmed has made no warranties that the Products will be error-free;

c.Ausmed is not liable for any Third Party Products;

d.Ausmed does not warrant or guarantee that in using our Products that you will experience positive outcomes with respect to your career or professional development or that you will achieve a particular outcome or result; and

e.the opinions expressed by guests, experts, or Users of the Ausmed Sites are those of the relevant guest, expert, or User and Ausmed does not endorse or accept responsibility for such opinions.

13.2 While Ausmed uses reasonable endeavours to ensure that all Content provided through the Products is complete and accurate at the time of publication, we accept no responsibility for any error, omission or defects contained in the Content or in the Products.

13.3 The Content provided through the Platform and Products is for general educational and informative purposes only. The Content is not diagnostic or prescriptive and does not replace the service or advice of a qualified healthcare professional. In providing the Content, Ausmed does not purport to give any medical advice and is not qualified to do so. While Ausmed takes every care to ensure the accuracy of the professional, clinical and technical components of the Content, it accepts no responsibility for any loss or damage suffered by any person, including a User, as a result of following the procedures described or acting on information set out in the Content. To the extent permitted by law, Ausmed and the performers featured in audio-visual Content and authors of written Content expressly disclaim responsibility for, and liability in respect of, the accuracy of the information contained in the Content.

13.4 While every effort is taken to develop the Content in line with the best-available evidence, you must always refer to relevant laws in your jurisdiction and consult your local policy and procedure for the most applicable information relevant to your specific practice. You are responsible for ensuring that your use of the Content complies with all applicable laws, regulations, and industry standards.

13.5 Users of the Content are solely responsible for independently verifying the accuracy, reliability, and applicability of the information provided. Users are encouraged to exercise caution, critical judgment, and discretion when relying on the Content provided by Ausmed. Users should undertake their own research as needed.

13.6 Subject to User’s rights under Australian Consumer Law, Ausmed makes no representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of the Content provided. All Content is provided "as is" and "as available" without any warranty or guarantee of any kind.

13.7 Ausmed does not warrant the accuracy of information provided by any third party and accepts no liability for any loss or damage which you may suffer in reliance on it. If you access another site via clicking on a link contained in or on our Sites, then the terms and conditions applicable to that site govern your use of it and Ausmed does not warrant the accuracy of information provided on the third party site and accepts no liability for any loss or damage which you may suffer in reliance on it.

13.8 You agree that Ausmed will not be liable or responsible for any failure in, or delay to, the provision of the Products or the Platform or in Ausmed complying with its obligations under this agreement where such failure or delay has arisen as a direct or indirect result of:

a.epidemic, pandemic, fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;

b.denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;

c.a significant demand being placed on telecommunications infrastructure, or on Ausmed’s services, which is above the usual level of demand and which results in a failure of Ausmed’s software and hardware to function correctly or in a timely manner;

d.the failure of any third party to fulfil any obligations to Ausmed; or

e.any other circumstances or event similar to the above which is beyond the reasonable control of Ausmed.

13.9 If an event listed in clause 13.8 has occurred and as a result Ausmed is delayed from performing its obligations for a period of at least 2 months, Ausmed may terminate this agreement by giving you 5 Business Days' notice in writing.

13.10 To the extent permitted by law, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under this agreement. However, if a supply under this agreement is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law (contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time), nothing contained in this agreement excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law, provided that, to the extent that the Australian Consumer Law permits us to limit our liability, then Ausmed’s liability is limited to:

a.in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and

b.in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired,

and except in the case of a major failure (as that term is defined in the Australian Consumer Law), Ausmed can elect as between the remedies set out in paragraphs 13.10(a) and 13.10(b).

13.11 Subject to clause 13.10, and to the extent permitted by law, Ausmed’s liability to you arising directly or indirectly under or in connection with this agreement or otherwise in connection with or in any way relating to the Platform or any Products, and whether arising under any indemnity, statute, in tort (for negligence or otherwise) or on any other basis in law or equity, is limited as follows:

a.Ausmed excludes all liability for loss resulting from use of or access to, or any inability to use or access the Sites and Products, loss from reliance on the Content, loss resulting from the delayed supply of a Product, loss resulting from a User’s inability to validly claim CPD hours/points, loss resulting from a User’s inability to validly meet audit requirements, interruption of business, loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data, loss of anticipated savings or benefits, or any indirect, consequential or special loss, damage, cost or expense or other claims for consequential compensation, incurred by or awarded against you under or in any way connected with this agreement or otherwise in connection with or in any way relating to the Platform or any Product; and

b.Ausmed’s total aggregate liability under or in any way connected with this agreement or otherwise in connection with or in any way relating to the Platform or any Product, is otherwise limited to the greater of: AUD10.00; or the total Fees you have paid to us in the preceding month for the Products that are the subject of the relevant claim.

14.1 You agree to indemnify Ausmed and its officers, directors, employees, contractors and agents for and pay to Ausmed on demand the amount of all losses, costs, charges, damages, expenses and other liabilities incurred in connection with any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal and other professional costs on a full indemnity basis, resulting directly or indirectly from:

a.your breach of this agreement;

b.your misuse of the Platform or Products;

c.anything that you post or transmit through the Platform or Products including your User Content;

d.your breach of any law or third party right;

e.your breach of any terms and conditions relation to a Third Party Product; and

f.any information you have provided to us that is not accurate, up to date or complete or is misleading or a misrepresentation.

14.2 You agree to co-operate with Ausmed (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Platform or Products including but not limited to disputes, complaints, investigations or litigation that arise out of or related to incorrect information that you have given us.

14.3This clause will survive the termination of this agreement.

15.1 Ausmed reserves the right to revise and amend this agreement in its discretion, as follows:

a.if Ausmed considers that the change is likely to benefit you or have a neutral or minor detrimental impact on you, it may make any changes immediately without notifying you except by publishing the amended agreement (as applicable) on the Sites; and

b.if Ausmed considers that the change is likely to have a significant detrimental impact on you, it will make the change after it has notified you of the change (solely by using the email address you have provided) and will display a notice on the Sites describing the change.

15.2 Your continued use of the Platform after an amendment will mean that you agree to that amendment. You must stop using the Platform if you do not agree to an amendment. If you do cease all use of the Platform due to your disagreement with an amendment, then you should contact Ausmed to see if you are entitled to a refund of any Fees for unused Products.

16.1 Any notice given under this agreement must be in writing and must be signed by the party giving the notice, or alternatively must be given via functionality contained in the Platform. Unless a later time is specified in a notice, the notice takes effect from the time it is received. A notice is taken to be received:

a.in the case of a notice delivered by hand, when so delivered;

b.in the case of a notice sent by pre-paid express post, on the third clear Business Day after the date of posting;

c.in the case of a notice sent by email, at the time that the email is sent, unless the sender receives a notification that the email was delayed or not received; or

d.in the case of a notice sent via functionality contained in the Platform, at the time the notice was sent,

but if the effect of paragraphs (a) - (d) above is that a notice is taken to have been received before 9:00am or after 5:00pm on a day which is not a Business Day, then the notice is taken to have been received at 9:00am of the next Business Day.

16.2 Neither party is the partner, agent, employee or representative of any other party and neither party has the power to incur any obligations on behalf of any other party.

16.3 There are no other representations, promises, warranties, covenants or undertakings between the parties and this agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.

16.4 A provision of or a right created under this agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this agreement.

16.5 If any provision of this agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this agreement to the extent that the invalid or unenforceable provision will be treated as severed from this agreement.

16.6 You must not assign or novate any of your rights or obligations under this agreement. You agree that Ausmed may however assign or novate this agreement at any time, with or without notice to you.

16.7 The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this agreement or part of it.

16.8 You acknowledge and agree that Ausmed enters into this agreement on its own behalf and also as agent and trustee for each of its Related Bodies Corporates. This agency arrangement only applies to the extent necessary for Ausmed’s Related Bodies Corporates to take the benefit of, and enforce, this agreement.

16.9 This agreement will be construed in accordance with and will be governed by the laws in force in the State of Victoria, Australia. Each of the parties irrevocably submits to and accepts the exclusive jurisdiction of any of the Courts of the State of Victoria, Australia or the Commonwealth of Australia and any courts of appeal from these courts.