1. Engagement and Term

1.1 These Terms start on the date you sign up for an account on the Platform and will continue for a period agreed with you by accepting the Beta Test Agreement as set out on the Platform unless terminated earlier in accordance with these Terms.

2. Platform

2.1 We will provide you with access to the Platform in accordance with these Terms.

2.2 During the Term, and subject to your compliance with these Terms, we grant you and your authorised users a non-exclusive, non-transferrable, non-sublicensable and revocable licence to access and use the Platform as contemplated by these Terms.

2.3 You acknowledge and agree that your access to the Platform is provided as a pilot, and as such you agree:

(a) that from time to time, we may update the Platform to fix issues or change features, but if possible, we endeavour to inform you when this happens;

(b) that the Platform is provided “as is” and we do not warrant that the Platform will always run uninterrupted, be error-free (such as during scheduled or emergency maintenance);

(c) that the Platform is provided for testing purposes only and should not be used as the sole basis for making any operational or business decisions as we cannot guarantee specific tangible success or outcomes;

(d) that we have no legal obligation to maintain, support, update, or fix any errors in the Platform;

(e) to cooperate with us as reasonably needed, to help us provide, test and improve the Platform;

(f) to not disclose, or provide access to, the Platform to third parties without our prior written consent; and

(g) to meet with us as agreed between the parties, to provide feedback to help us improve the Platform.

2.4 You are responsible for keeping your account details and your username and password confidential and you will be responsible for all activity on your account, including any activity from any authorised users on your account.

2.5 If you require assistance with an issue on the Platform, please get in touch with us through your usual contact.

3. Practitioner Obligations

3.1 All practitioners must undergo a thorough vetting process before being granted access to the Platform. This process includes, but is not limited to, verification of professional qualifications and licensing status with relevant regulatory bodies. Practitioners must provide up-to-date copies of their qualifications, registrations, and insurance coverage.

3.2 Practitioners are required to maintain all necessary qualifications, registrations, and insurance throughout their participation on the Platform.

4. Intellectual Property and Data

4.1 We own all intellectual property rights in the Platform. This includes how the Platform looks and functions, as well as our copyrighted works, trademarks, inventions, outputs, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission.

4.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

4.3 We do not own any of Your Data, but when you enter or upload any of Your Data into the Platform. You grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

(a) supply the Platform to you, and otherwise perform our obligations under these Terms;

(b) diagnose problems with, improve, develop and protect the Platform; or

(c) perform analytics for the purpose of remedying bugs or issues with the Platform. perform our obligations under these Terms (as reasonably required).

4.4 You warrant that any data or information that you upload to the Platform will not infringe a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5. Confidential Information

5.1 Each party receiving Confidential Information from the other (Receiving Party) agrees: 

(a) not to disclose the Confidential Information of the other party (Disclosing Party) to any third party (subject to subclause 6.1(c));

(b) to protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;

(c) to only disclose the Confidential Information to those of its personnel who need to know the Confidential Information in connection with these Terms, provided those personnel keep the Confidential Information confidential in accordance with this clause 6; and

(d) to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under these Terms.

5.2 The obligations in clause 6.1 do not apply to Confidential Information that:

(a) is required to be disclosed for the parties to comply with their obligations under these Terms;

(b) is authorised in writing to be disclosed by the Disclosing Party;

(c) is in the public domain or is no longer confidential, except as a result of a breach of these Terms or other duty of confidence; or

(d) must be disclosed by law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by law) the Receiving Party has given the Disclosing Party notice prior to disclosure.

5.3 Each party agrees that monetary damages may not be an adequate remedy for a breach of this clause 6. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 6.

6.Liability

6.1 To the maximum extent permitted by law, we shall not be liable for any direct, indirect, incidental, special or consequential damages, including damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages) in connection with these Terms or arising out of or related to the use of the Platform.

6.2 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Platform. However, we are not liable for disruptions or downtime.

6.3 By using the Platform, you agree and understand that we have offered access to the Platform with a fair limitation of risk and that we would not have done so without these limitations on liability.

7. Termination

7.1 Either party may terminate these Terms by providing24 hours’ written notice to the other party.

7.2 We may suspend your access to your account where we reasonably believe there has been any unauthorised access to or use of the Platform. If we suspend your access to the Platform, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter.

7.3 These Terms can be terminated by either party (the Non-Defaulting Party) with immediate effect if the other party (the Defaulting Party) fails to fulfill a significant obligation under these Terms. If the Defaulting Party does not correct the breach within 10 business days after receiving written notice from the Non-Defaulting Party, the Non-Defaulting Party has the right to terminate these Terms immediately.

8. General

8.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent

8.2 Disputes: In the event of a dispute, the parties will first attempt to resolve the matter through mutual discussion or mediation.

8.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including providing the Platform), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

8.4 Governing law: These Terms are governed by the laws of Queensland.

8.5 Relationship of parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the parties.

8.6 Notices: Any notice you send to us must be sent to [email protected]. Any notice we send to you will be sent to the email address registered against your account.

1.1 Survival: Clauses 5to 7will survive the termination or expiry of these Terms.-

9. Definitions

Confidential Information means information which:

(a) is disclosed to the receiving party in connection with these Terms at any time;

(b) relates to the disclosing party’s business, assets or affairs; or

(C) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Practitioner means a qualified healthcare professional who has been approved by Reika Health to provide services through the Platform.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your authorised users when using the Platform or stored by or generated by your use of the Platform, including any personal information collected, used, disclosed, stored or otherwise handled in connection with the Platform. Your Data does not include any data or information that is generated as a result of your usage of the Platform that is a back-end or internal output or an output otherwise generally not available to users of the Platform.