Terms of Service

usage of Cliniq Apps solutions

Cliniqsoftware as a Service (SaaS) Terms

These Cliniq SaaS Terms form a binding legal agreement (Agreement) between Exiron (Aust) Pty Ltd, trading as Cliniq Apps (ABN 94 165 921 835) of 696 Bourke Street Melbourne VIC 3000 (CLINIQ APPS) and you (the Client), and explain your rights and obligations, as a Client,in relation to the Services offered by CLINIQ APPS, including the Cliniq patient management apps delivered as a service. "Client" or "you" means either (a) you as an individual or (b) your company, if you are using the Services in your capacity as an employee or agent of a company. You identify the specific "Client" during the registration process.

By checking the "I accept the Agreement terms" box, or by installing, subscribing for or using any Services (whether via online registration or otherwise), the Client agrees to be bound by this Agreement. If you do not agree to this Agreement, then do not install, subscribe for or use any of the Services.

From time to time, CLINIQ APPS may modify this Agreement, whether by updating the terms of this Agreement on the Website, by notice to you by email, or by electronic alert via the Service (eg. admin notification). Any modified version will take effect at the end of the then current billing period (usually by month). The latest version of this Agreement is available at www.cliniqapps.com.

01 TERMINOLOGY

Aggregated Data means de-identified information about Patients and Patient behavior that is collected and aggregated by CLINIQ APPS for the purposes of improving the Services.

App means the software application created by CLINIQ APPS under the name of the Client and for the benefit of Patients, and that will be made available for download on to mobile devices of Patients in the online Google Play and Apple AppStores.

Authorized User means those persons authorized by the Client to use the Services on the Client's behalf (for example, certain employees or agents of the Client).

Client Data means information supplied by the Client to CLINIQ APPS via the Software for provision of the Services, including logos and image assets.

Data means Client Data, Patient Data and Aggregated Data.

Cliniq IP means the title, copyright, patent and other intellectual property rights in the Software and all copies, modifications and derivative works of the Software and Services, as well as the CLINIQ APPS™ brands and anything else CLINIQ APPS develops or delivers under this Agreement.

Medical Professional

Monthly Fee means the fee payable by the Client to CLINIQ APPS on a monthly basis, calculated per Medical Professional, in accordance with the pricing structure set out on the Website.

Patient means a patient of the Client's clinic that has downloaded the App.

Patient Data means Personal Information collected from or about Patients and information collected about how individual Patients have used the Software (such as device-specific information, click-stream data, location, etc.), but excludes Aggregated Data.

Practice Management System means the software system used by the Client to support management of the Client's broader clinic or medical practice.

Permitted Providers means the permitted number of Medical Professionals in relation to which the Client can use the Services, paid for in accordance with the Monthly Fee.

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information is true or not and whether the information is recorded in a material form or not, which CLINIQ APPS collects or handles whilst performing the Services under this Agreement.

Privacy Policy means the privacy policy published from time to time on the Website.

Services means the Software maintenance services provided by CLINIQ APPS.

Software means the App, digital code and end products of the digital code used by CLINIQ APPS to deliver the Services.

Website means www.cliniqapps.com or any other site operated by CLINIQ APPS.

02 RIGHT TO SERVICES

In consideration for payment of the Monthly Fee by the Client, CLINIQ APPS grants the Client a non-exclusive, non-assignable, royalty free, worldwide right to access the Serviceson a monthly basis. The Client may allow Authorized Users to access the Services but the Client remains at all times responsible for the compliance by all Authorized Users with this Agreement.

The Client acknowledges that CLINIQ APPS has no delivery obligation and will not ship or deliver copies of the Software or any other software programs to the Client as part of the Services. Instead, CLINIQ APPSwill host the Software on its own servers and the Client will have access to the Software via the admin portal or an Application Program Interface (API).

CLINIQ APPS reserve all rights not expressly granted to the Client in this Agreement. CLINIQ APPS or its licensors own the Cliniq IP and the Client does not acquire any ownership or intellectual property rights in Cliniq IP.

03 SERVICE PERIOD

The Services will be provided on a monthly basis,provided the Monthly Fee is properly paid at the start of each monthly period, unless otherwise agreed in writing with the Client. If the Client at any time ceases to pay the Monthly Fee, all rights to access or use the Servicesand Software shall cease.

For those Clients that order, register or subscribe offline (including those that pay in advance upon invoice), the service period begins on the date of first order, registration or subscription and continues for the period that the Client has elected to pre-pay (for example, 12 months).

04 SERVICES

CLINIQ APPS reserves the right to change the Services from time to time, including to add new features or to vary the delivery of existing features, but CLINIQ APPS will consult with the Client before any key features are removed.

As part of the Services, CLINIQ APPS will:

  • host and maintain the Software and provide cloud-based access for the Client via the admin portal to enable remote administration of the App from any location;
  • continue to improve the CLINIQ APPS platform including integrated functionality for common patient management systems, and adding or removing functionality or features; and
  • maintain reasonable security measures to protect all Data held within the Software.
  • CLINIQ APPS will maintain service levels at 99.5% availability and provide online support to the Client.

    05 PRIVACY

    CLINIQ APPSwill collect, use, disclose and store Patient Datastrictly in accordance with applicable data protection and privacy laws. All Patients must agree to our Privacy Policy prior to using the Services.

    If a particular Patient no longer wishes to use the App, the Patient may delete the App from within the settings in their mobile device. CLINIQ APPS will also delete the relevant Patient Data from its database upon request.

    It is a condition of this Agreement that the Client also agrees to comply with, and not do anything inconsistent with, our Privacy Policy. The Client must also comply with the Client's own privacy policies and all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data.

    06 FEES & PAYMENT

    The Monthly Fee for the Services is set out on the website based on the number of Permitted Providers that are employed or otherwise engaged by the Client during any month. CLINIQ APPS may change the Monthly Fee at any time, and/or add additional fees for additional services (such as set-up fees, premium support fees, etc). CLINIQ APPS will provide you with written notice in advance of such changes or additions, in order that you have an opportunity to terminate the Services prior to such change taking effect. If, during any month of service, the Client exceeds its Permitted Providers, it must immediately inform...

    The Client willpay all Monthly Fees automatically at the start of each month of service via CLINIQ APPS's online billing software or otherwise within 15days of CLINIQ APPS's invoice. Late payments are subject to interest charges of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all collection expenses.

    In the event of any termination, the Client will pay the unpaid balance due for the then current billing period,calculated in accordance with this Agreement. CLINIQ APPS may charge such unpaid fees and charges to the Client's credit card or otherwise invoice the Client for such unpaid Fees and charges.

    Monthly Fees exclude any taxes (including GST) or duties payable in respect of the Services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by CLINIQ APPS, the Client must pay to CLINIQ APPS the amount of such taxes or duties in addition to any fees owed under this Agreement.

    07 PRACTICE MANAGEMENT SYSTEM INTEGRATION

    The Monthly Fee includes our standard set-up work in integrating with your designated Practice Management System vendor, provided such vendor is listed as a partner of CLINIQ APPS on the Website, to extract the necessary Data to an appropriate file and to ensure such Data is uploaded correctly into the CLINK APPS back-office administration system. You consent to CLINIQ APPS accessing your Patient Management System strictly to the extent necessary for such integration and ongoing provision of the Services.

    Where CLINIQ APPS is not partnered with your designated Practice Management System vendor, we reserve the right to charge an additional fee (Integration Fee), in order to properly provide you with the Services. Should you refuse the Integration Fee, we reserve the right to refuse to provide you with the Services.

    08 CLIENT OBLIGATIONS AND RESTRICTION

    The Client is responsible for its own Internet connection and must use software, systems and equipment compatible with the Services, as CLINIQ APPS specifies in its published policies. Any Client web browsers and other software must support [the Secure Socket Layer (SSL) protocol or other protocols accepted by CLINIQ APPS]. CLINIQ APPS is not responsible for any Client Data lost, altered, intercepted or stored across networks not owned or operated by CLINIQ APPS.

    To enable CLINIQ APPS to properly communicate with the Client, the Client will provide accurate, current and complete information when registering with CLINIQ APPS and ordering Services, and will update its information if it changes. The Client will ensure its passwords and usernames are kept confidential, secure and that it will not share them with third parties. The Client is responsible for all actions taken through its accounts.

    The Client must not:

  • deviate from the CLINIQ APPS brand guidelines (as published and varied from time to time) when using CLINIQ APPS branding, logos,designs (including icons, buttons, etc.), or trade marks;
  • use the Services other than in accordance with CLINIQ APPS's documentation and policies;
  • make the Software or any other CLINIQ APPS software or materials available to any third party (other than to Patients for the purpose of downloading the App);
  • modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Software (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access the Services in order to build or support, and/or assist a third party in building or supporting, products, software or services competitive to CLINIQ APPS; or
  • license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Services (including the Software and all CLINIQ APPS products and materials) available, to any third party other than, as expressly permitted under the terms of this Agreement.
  • 09 CONTACT STANDARDS

    The Client agree to comply with the following Contact Standards:

    (a) it will only ever include information in the Appthat is relevantand useful to the Patient;

    (b) it willnot use, or permit use of the Software for any purpose that may:

  • menace or harass any person or cause damage or injury to any person or property;
  • involve the publication of any material that is false, defamatory, harassing or obscene;
  • violate privacy rights or promote bigotry, racism, hatred or harm;
  • constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters;
  • constitute an infringement of intellectual property or other proprietary rights; or
  • otherwise violate applicable laws, ordinances or regulations.
  • CLINIQ APPS reserves the right to remove or disable access to any material that violates the above Contact Standards. CLINIQ APPS shall have no liability to the Client in the event that CLINIQ APPS takes such action. The Client agrees to defend and indemnify the other against any claim arising out of a violation of its obligations under this section 8.

    10 DATA

    Client Data

    The Client retains ownership of all Client Data and is solely responsible for the accuracy, content and legality of all Client Data. The Client will not submit any Client Data:

  • that is obscene, defamatory, libelous, threatening, harassing, pornographic, racially or ethnically offensive, encourages conduct that would be considered a criminal offense or gives rise to any civil liability, or that is in conflict with the terms of this Agreement;
  • that includes any virus, bot, worm, scripting exploit or other harmful code that is likely to harm or corrupt any part or all of the Software, Services or any computer systems or data;
  • which infringes the rights of any third party; or
  • that otherwise breaches the Contact Standards.
  • CLINIQ APPS may delete or remove any Client Data at any time, with or without notice, if in CLINIQ APPS's reasonable opinion, such Client Data does not comply with the above restrictions.

    The Client grants CLINIQ APPS a non-exclusive, royalty-free, worldwide license to copy, distribute, perform, display, store, modify, and otherwise use Client Data solely to enable CLINIQ APPS toprovide the Services.

    Patient Data

    All rights in the Patient Data are owned and retained by the Client. The Client grants CLINIQ APPS a non-exclusive, royalty-free, worldwide licence to use the Patient Data during the Agreement to:

  • provide the Services, including storing the Patient Data on CLINIQ APPS's servers;and
  • provide service and product support to Patients when necessary.
  • CLINIQ APPS assumes no responsibility or liability for any Patient Data uploaded to the App, whether by the Client or a Patient.

    Aggregated Data

    The Client also grants CLINIQ APPS the right to createAggregated Data to measure general Service usage patterns and characteristics of its user base and otherwise to improve its products and services, and may include such Aggregated Data about its audience in promotional materials or reports to third parties. Aggregated Data will be owned and retained by CLINIQ APPS after termination of the Agreement, and CLINIQ APPS may exploit such Aggregated Data at its sole discretion either during or after the expiry of this Agreement.

    CLINIQ APPS utilizes Hyperwallet payment services to deliver payments to you. Such payment services are subject to the Hyperwallet Terms of Service and the Hyperwallet Privacy Policy.

    11 LIMITED WARRANTIES

    Each party represents and warrants that:

  • it has the full power and authority to enter into and perform its obligation under this Agreement and, if the Client is not an individual, this Agreement and each order is entered into by an employee or agent with authority to bind the Client to this Agreement or order; and
  • it has not entered into any other agreement, arrangement or understanding which would restrict or prevent it from performing its obligations under this Agreement.
  • CLINIQ APPS does not guarantee that the Services will be performed error-free or uninterrupted, or that CLINIQ APPS will correct all Services errors. The Client acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of communication networks such as the internet, and CLINIQ APPS will not be liable for any delays, delivery failures or other damage resulting from such problems.

    TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND CLINIQ APPS DOES NOT PROVIDE ANY OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING FOR HARDWARE, SOFTWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

    12 TERMINATION

    If either party breaches a term of this Agreement and fails to correct the breach within 30 days of written notice,the other party may terminate the Agreement immediately by written notice. Upon termination, the party in breach will not be entitled to credits or refunds for any unused or prepaid portion of this Agreement, including but not limited to unused maintenance and support.

    On expiry or termination of this Agreement for any reason, the Client must immediately:

  • pay all accrued and unpaid Monthly Fees;
  • cease using and promoting (and require all Authorized Users, and anyone else, to cease using and promoting) the Services, including the Software, and all Cliniq IP; and
  • remove all access to the Services from the Client's systems.
  • The Client may terminate this Agreement at any time either via the Website or by contacting CLINIQ APPS directly and requesting the services to cease and that their credit card is no longer debited the Monthly Fees. Upon receiving such request, CLINIQ APPS will use its reasonable endeavours to ensure the Agreement and the Services are terminated as soon as possible.

    Unless this Agreement was terminated due to Client breach, the Client may request, and CLINIQ APPS will use reasonable efforts to, make the Client Data and Patient Data available for download within 7 days of the request. CLINIQ APPS may then delete the Client Data and Patient Data.Termination of this Agreement does not affect any accrued rights or remedies of either party.

    13 CONFIDENTIALITY

    Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (Receiving Party) from the disclosing party (Disclosing Party) constitutes the confidential property of the Disclosing Party (Confidential Information). Any Cliniq IP, Data, and the terms and conditions of this Agreement shall be deemed Confidential Information. Except as expressly authorized herein, the Receiving Party will not use or disclose any Confidential Information. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can show: (i) was rightfully in its possession or known to it prior to receipt; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

    14 LIMITATION OF LIABILITY

    NEITHER PARTY IS TO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. CLINIQ APPS'S MAXIMUM LIABILITY FOR ANY DAMAGES RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE LESSER OF $10,000 OR THE TOTAL AMOUNTS ACTUALLY PAID TO CLINIQ APPS BY THE CLIENT FOR THE PARTICULAR SERVICE THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

    15 INDEMNIFICATION

    The Client will indemnify and defend CLINIQ APPS from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by the Client (including any Authorized Users) of this Agreement, or (b) any representations or warranties made by the Client (including any Authorized User) regarding the Services to third parties. This indemnification obligation is subject to the Client receiving (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that CLINIQ APPS may participate in the claim at its own expense and the Client may not settle any claim without CLINIQ APPS's prior written consent; and (iii) all reasonable necessary cooperation of CLINIQ APPS at the Client's expense.

    16 GENERAL

    Any term of this Agreement that is either wholly or partly unenforceable will be severed to the extent necessary to make the remaining terms of this Agreement enforceable.

    The Client may not assign part or all of this Agreement or give or transfer the Services or an interest in them to another individual or entity.

    This Agreement is governed by the substantive and procedural laws of Victoria, Australia and CLINIQ APPS and the Client agree to submit to the exclusive jurisdiction of the courts in Victoria, Australiain anydispute arising out of or relating to this Agreement.

    Should you have any questions concerning this Agreement, or if you desire to contact CLINIQ APPS for any reason, please contact us via email at support@cliniqapps.com.