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 Services on a monthly basis for use at the Clinic. 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 APPS will 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 reserves 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.

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 Services and 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).

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

As part of the Services, CLINIQ APPS will:

CLINIQ APPS will maintain service levels at 99.5% availability to the Client.

The Client acknowledges and agrees that the content on or accessible through the Software, including but not limited to any suggested Workflows, is for informational purposes only and does not constitute medical advice. You should not rely upon any information or processes provided via the Software, or provide such information to a Patient, that may be regarded as medical advice, without the prior approval of a Healthcare Provider. It is solely the Clinic's responsibility to evaluate or access information about the accuracy, completeness and usefulness of all opinions, advice, services, merchandise or other information provided through the Software, the Dashboard or on the internet generally.

CLINIQ APPS will collect, use, disclose and store Patient Data strictly in accordance with applicable data protection and privacy laws.

If a particular Patient requests deletion of their Patient Data held by the Clinic, an authorized officer of the Client must immediately communicate such request to CLINIQ APPS. CLINIQ APPS will then delete the relevant Patient Data from its database, which will mean any Patient Data that was held by CLINIQ APPS will no longer be accessible by the Client or by CLINIQ APPS.

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, relevant to the jurisdiction in which the Clinic operates. Where the Client uses the Software to communicate with any Patient or other third party, the Client must first obtain the permission of that party to communicate with them before doing so.

The Monthly Fee for the Services is set out on the Website and is based on the number of Permitted Providers that are employed, co-located or otherwise engaged by the Client at the Clinic 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 at least one month's 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, this will be detected by the Software and the Monthly Fee will be updated accordingly.

The Client will pay all Monthly Fees automatically at the start of each month of service via CLINIQ APPS's online billing software or otherwise within 15 days 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 VAT or GST) or any other 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, CLINIQ APPS will add such amount to the Monthly Fees or any additional fees, and the Client must pay to CLINIQ APPS the amount of such taxes or duties in addition to any such fees owed under this Agreement.

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.

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. CLINIQ APPS is not responsible for any Patient Data or 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 and Patients, 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:

The Client represents and warrants the following in relation to each Healthcare Provider nominated by the Clinic in relation to the provision of the Services via the Software:

The Client agrees to comply with the following Contact Standards:

(a) it will only ever use the Services to communicate information to and from the Patient that is relevant and useful to the Patient;

(b) it will not use, or permit use of the Software for any purpose that may:

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 9.

You acknowledge that in the course of providing you with Services, we may share any Data with Medicare, the Department of Veterans' Affairs, our communication partners (SMS, email, calendar, etc) and other third parties that we contract or with whom we integrate, solely for the purpose of providing the Services.

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:

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 to provide the Services.

Patient Data

All rights in the Patient Data are, subject to applicable privacy laws, 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:

CLINIQ APPS assumes no responsibility or liability for any Patient Data, whether by the Client or a Patient.

If the Client is located in the European Economic Area (EEA) or has Patients in the EEA, the Client specifically represents and warrants that it:

Aggregated Data

The Client also grants CLINIQ APPS the right to create Aggregated Data to measure general Service usage patterns and characteristics of its user base and otherwise to improve its products and services, and permits CLINIQ APPS to include such Aggregated Data in promotional materials or reports to third parties. Aggregated Data will be owned and retained by CLINIQ APPS on creation and 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.

Each party represents and warrants that:

The Client represents and warrants that:

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.

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 the Services, including but not limited to unused maintenance and support.

CLINIQ APPS may terminate this Agreement and the Services at any time where any payment is overdue.

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

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.

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 also 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).

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, including in relation to any appointments not properly delivered or communicated to Patients or the Client.

For the avoidance of doubt, CLINIQ APPS has no liability whatsoever if a particular communication to a Patient or other functionality provided by the Software fails for any reason.

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 AU$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.

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, (b) any representations or warranties made by the Client (including any Authorized User) regarding the Services to third parties, and (c) any Patient of the Clinic, regardless of the cause or reason for the claim. 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.

The Client agrees that CLINIQ APPS may use the Client's logo or trade mark for promotion and marketing purposes, including via display on its Website and marketing materials.

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, Australia in any dispute arising out of or relating to this Agreement.