Terms of Use

Background

• These “Terms of Standard Software Licence” (Terms) are the standard software licence terms for the licence of our software (Software) referred to on our online order form (Order Form) at the website https://my.singular.health (Website), and form part of the contract between Singular Health Pty Ltd (ABN 49 636 261 919) (Singular Health) and you. These Terms provide a licence agreement and not an agreement for sale.
• These Terms set out the rights and conditions upon which you may use the Software. Singular Health reserves all rights not expressly granted in these Terms.
• By ordering and accessing the Software, you acknowledge that you have read and understood these Terms and you accept that they are legally binding upon you.
• You warrant that you have the authority to accept these Terms and to accept these Terms on behalf of any person on whose behalf you register for use of the Software.
• If you do not accept and comply with these Terms, you may not use the Software and you must inform us immediately.
• You should review the entire Terms, including any supplemental licence terms that may accompany the Software. If you do not understand or have any questions regarding the Software or these Terms, then please contact [email protected] before continuing use of the Software.
• Singular Health may change these Terms or upgrade the Software by advising you by email or providing notification on its Website.
• Singular Health personnel reserve the right to suspend or terminate your access to the Software at any time if these Terms are breached.
• Any reference to Singular Health includes a reference to its representatives, directors, officers, employees and contractors.
• The contract between Singular Health and you is formed upon your acceptance of the Order Form on the Website, and these Terms form part of that contract, if applicable.

Software Licence

By using the Software, you agree:

• that Singular Health grants you a personal, worldwide, non-exclusive, non-transferable licence (Licence) for your use, and the use of any person employed and/or contracted by you (Authorised Users), to access and use the Software during the agreed term of the Licence as set out in the Order Form;
• if Singular Health provides any ancillary products to you (Ancillary Products), the Ancillary Products will also be supplied in accordance with these Terms;
• that it is your responsibility for the security of the equipment from which the Software is accessed;
• that it is your responsibility to ensure the secured use of the Software and to be informed as to who are the Authorised Users; and
• you are liable and responsible for the management of your information, and any information that you access or receive through using the Software, such that it is compliant with all relevant legislation in the jurisdiction in which you operate.

Restrictions on Use

You agree that you will:

• only allow the Software and any Ancillary Products to be used by the Authorised Users in accordance with these Terms, and any documents accompanying the Software, for the purposes of your business and for no other purpose;
• ensure that the Software and any Ancillary Products are protected at all times from misuse, destruction or any forms of unauthorised use including fully securing any passwords used to access the Software;
• not allow the Software or any Ancillary Products to be used or accessed by any third party who is not an Authorised User; and
• not sell, sub-licence, assign or in any other way transfer the Software or any Ancillary Products to any third party, unless specifically authorised by Singular Health in writing and any such use will be subject to these Terms and such other terms as may be specified in writing by Singular Health.

Licence term and termination

Duration and Renewal

The term of the Licence is set out in the Order Form. Any renewal of the term of the Licence must be agreed in writing with Singular Health.

Termination for cause

• Singular Health may terminate its agreement with you immediately without notice if you or an Authorised User breaches these Terms of fails to make payment in accordance with the Order Form.
• Unless otherwise agreed by Singular Health, at its discretion and in writing, your right to the License will terminate immediately if you cease business operations, make a general assignment for the benefit of creditors or if you become insolvent.

Indemnification and disclaimers

Liability

You agree that Singular Health is not liable to you or any party for any indirect, special or consequential loss or damage including liability for loss of profits, loss of business opportunity, loss of savings or loss of data in connection with these Terms.

Indemnification

You and Authorised Users agree to defend, indemnify and hold harmless Singular Health, its directors, officers, employees and agents, from and against any and all loss, damages, and liability (including attorney’s fees) of any kind arising from your, or an Authorised User’s, breach of these Terms or the use or misuse of the Software.

Disclaimer

• You acknowledge and agree that the Software and Ancillary Products are supplied for use as an enhancement only, to assist with medical decisions, and must not be solely relied upon when making medical decisions or performing medical procedures. You further agree to procure that the Authorised Users acknowledge and agree to the provisions of this clause. Singular Health is not responsible or liable for any claims whatsoever in relation to the user of the Software and Ancillary Products, to the extent permitted at law in any relevant jurisdiction.
• You acknowledge and agree that the Authorised Users must make their own judgements and decisions when making medical decisions and performing medical procedures and you hereby release and indemnify Singular Health against any liability caused by the improper use of the Software and/or Ancillary Products.

Access and Availability

• You and the Authorised Users may access the Software but do not have any right to receive a copy of the object code or source code of the Software.
• Singular Health may, in its sole discretion, make enhancements, updates or new releases of the Software available from time to time in order to, among other things, enhance or improve the functionality or operation of the Software or to perform other work that Singular Health deems necessary.

Assignment

You must not assign or transfer or purport to assign or transfer any or all of your rights, obligations or liability under these Terms or any contract with Singular Health which incorporates these Terms to any other person without the prior written consent of Singular Health.

Confidentiality

• You agree to maintain in confidence all Confidential Information concerning the business activities or affairs of Singular Health, including these Terms and details of all of Singular Health’s intellectual property, (Confidential Information) and not to use or disclose Singular Health’s Confidential Information without its express written consent. You will protect any Confidential Information you receive with the same standard of care that you use to protect your own confidential information, but in no event less than a reasonable degree of care. For the purposes of this clause, Confidential Information means all information (including the existence and subject matter of these Terms) of a confidential nature in any form or medium that is not publicly available, and you acknowledge and agree that this includes business and technical information incorporated into the Software or any software or other technology contained therein.
• Subject to this clause, you may only reproduce or use Confidential Information for the sole reason of performing your obligations under these Terms, and not to Singular Health’s commercial, financial or competitive disadvantage.

Data

• You are solely responsible and liable for the content and accuracy of your data, and the data of your Authorised Users and clients, including all web information, personal information, documents and records, (collectively Data) and compliance with any applicable laws in respect of management and use of your Data.
• Your Data belongs to you and Singular Health makes no claim to any right of ownership in it.
• You warrant that all software, data, materials and information supplied by or on behalf of you or an Authorised User to Singular Health, and all use thereof by Singular Health for the purposes of its contract with you, will not infringe the rights or privacy of any person or breach any law or regulation.

Intellectual property

• As between you and Singular Health, you agree that Singular Health at all times remains the owner of all copyright, trademark rights, patent rights, design rights, whether registered or unregistered, and all other rights to intellectual property relating to the Software and Singular Health’s business, including all present and future rights to intellectual property of every kind (Singular Health IP) and that these Terms do not prevent, limit or restrict Singular Health from using or exploiting Singular Health IP.
• Other than as expressly set forth in these Terms, Singular Health does not grant to you any other rights or licences of any kind and all implied rights and licenses are hereby expressly excluded.

Warranties and consumer rights

• Singular Health warrants that the Software, when used properly, will perform substantially as described on the Website and any materials that accompany the Software. This limited warranty does not cover problems that you cause, that arise when you fail to follow instructions, or that are caused by events beyond the reasonable control of Singular Health.
• If the Australian Consumer Law applies to you, the license of the Software comes with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
• to cancel your service contract with us; and
• to a refund for the unused portion, or to compensation for its reduced value.
• You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
• Disclaimer: Other than the limited warranty described above, Singular Health gives no other express warranties, guarantees or conditions and, subject to any obligations implied by law and which cannot be excluded (as applicable in a relevant jurisdiction), Singular Health has no liability to you whatsoever for any losses, damages, liabilities, claims and expenses (including but not limited to legal costs and defence or settlement costs) arising in connection with or out of the use of the Software, whether such liability arises in contract, tort including negligence, statute or otherwise.
• If Singular Health breaches its limited warranty it will, at its election, either (i) repair or replace the Software at no charge; or (ii) accept return of the Software for a refund of the amount paid by you, if any. These are your only remedies for breach of warranty, subject to applicable laws.
• Subject to the provisions of this clause, you agree to indemnify, release, discharge and hold harmless Singular Health, its directors, employees, officers, contractors and overseas agencies from and against any and all losses, liabilities, damages, costs and expenses suffered or incurred by you and any third parties howsoever arising in connection with your use of the Software. Singular Health will not be liable or responsible for the use of the Software by you, any Authorised Users or anybody else.

Disputes

• You must try and resolve any disputes with Singular Health in relation to these Terms directly for 60 days before taking any further action.
• Any dispute or difference not resolved directly within 60 days must then be submitted to arbitration in Australia in accordance with, and subject to, the Resolution Institute Arbitration Rules.
• Unless the parties agree upon an arbitrator, either party may request a nomination from the Chair of Resolution Institute, Australia.

General provisions

GST/VAT

Any prices quoted on our Website are exclusive of GST, VAT or other similar taxes unless otherwise stated. You must pay such additional taxes to Singular Health.

Independent contractors

You and Singular Health are independent contractors with respect to each other. Nothing in these Terms will create an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties.

Survival

Any indemnity or any obligation of confidence under these Terms is independent and survives termination of these Terms. Any other term by its nature intended to survive termination of these Terms survives termination of these Terms.

Entire Terms

The Order Form, these Terms and any other terms stated to apply pursuant to the Order Form constitute the entire set of terms that apply to the Licence and use of the Software and supersedes all previous agreements or understandings between the parties in connection with the Licence and the Software.

Exclusivity

The rights granted to an Authorised User to use the Software are personal and non-exclusive, and nothing will prevent Singular Health from providing the Software to any third party.

Severability

A term or part of a term of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining terms or parts of the terms of these Terms continue in force.

Waiver

You and Singular Health do not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

Governing Law

These Terms are governed by and construed under the law in the State of Western Australia. You and Singular Health each irrevocably and unconditionally submit to the non-exclusive jurisdiction of any court in Western Australia.