Terms and Conditions
1.0 General
This agreement governs your acquisition and use of our services. By accepting this agreement either by clicking a box indicating your acceptance or by executing an order form that references this agreement, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.
You may not access the Services if you are our direct competitor, except with Our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on 22nd August 2024. It is effective between You and Us as of the date of You accepting this Agreement.
2.0 Definitions
- Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- Agreement means this Master Subscription Agreement.
- Beta Services means Our services that are not generally available to customers.
- Content means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form as more fully described in the Documentation.
- Documentation means Our online user guides, documentation, and help and training materials, as updated from time to time, accessible via login to the applicable Service.
- Malicious Code means code, files, scripts, agents, or programs intended to do harm, including for example, viruses, worms, time bombs, and Trojan horses.
- Non-MediRecords Applications means a Web-based or offline software application that is provided by You or a third party and interoperates with a Service, including for example, an application that is developed by or for You or is identified as MediRecords.com or by a similar designation.
- Order Form means an ordering document or similar document or web page that provides the same function, specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
- Purchased Services means Services that You or Your Affiliate purchase under an Order Form.
- Services means the products and services that are ordered by You under an Order Form and made available online by Us, including associated offline components, as described in the Documentation.
- Services exclude Content and Non-MediRecords.com Applications.
- User means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, your employees, consultants, contractors, and agents, and third parties with which You transact business.
- We, Us, or Our means the MediRecords Company described in Section 15 (Who You Are Contracting With, Notices, Governing Law, and Jurisdiction).
- You or Your means the company or other legal entity for which you are accepting this Agreement and Affiliates of that company or entity.
- Your Data means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Content and Non-MediRecords Applications.
3.1 Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall endeavor give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time) and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving Our employees), Internet service provider failure or delay, Non-MediRecords Application, or denial of service attack.
3.2 Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 10.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing.
3.3 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
3.4 Beta Services. From time to time, we may invite You to try Beta Services at no charge. You may accept or decline any such trial at Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
4.0 Use of Services and Content
4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
4.2 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, and should a User exceed the Usage Limits for a Purchased Service, You will be automatically billed for the relevant Service in accordance with Your usage for the relevant billing period, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content.
4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality, and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of Non-MediRecords applications with which You use Services or Content.
4.4 Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent, or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function, or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).
4.5 External-Facing Services. If You subscribe to a Service for creation and hosting of external-facing websites, you will comply with and be responsible for Users’ compliance with any and all of our Policies and be solely responsible for complying with applicable law in any use of cookies or other tracking technologies on such websites.
4.6 Removal of Content and Non-MediRecords Applications. If We are required by a licensor to remove Content or receive information that Content provided to You may violate applicable law or third-party rights, we may so notify You and in such event, you will promptly remove such Content from Your systems. If We receive information that a Non-MediRecords Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, we may so notify You and in such event, you will promptly disable such Non-MediRecords Application or modify the Non- MediRecords Application to resolve the potential violation. If You do not take required action in accordance with the above, we may disable the applicable Content, Service, and/or Non- MediRecords Application until the potential violation is resolved.
4.7 Uploading Content. By uploading, submitting, or otherwise transmitting content You warrant that they have all necessary rights, licenses, and permissions to use and share the content, including any intellectual property rights. You assume full responsibility and legal liability for any claims, damages, or losses arising from any infringement of intellectual property rights or any other legal rights of third parties resulting from their uploaded content. We shall not be held liable for any such claims, and You agree to indemnify and Us harmless from any and all liabilities, costs, and expenses arising from such infringement.
5.0 Shared Operating Model Clause
5.1 Shared Model. Both parties shall ensure the integrity and security of shared data through agreed protocols and regular audits. Each party is responsible for maintaining their own security measures and complying with applicable data protection laws. A framework for shared data confidentiality shall be established, outlining the responsibilities and obligations of each party. Both parties must ensure that confidential information is protected and only used for the purposes outlined in this agreement.
6.1 Artificial Intelligence. AI models integrated via the API shall comply with defined ethical standards and data processing regulations, ensuring transparency in their operation. AI systems must be designed to protect user privacy and data security, and their use must be explicitly disclosed to end-users. The handling of AI-generated insights will be governed by strict confidentiality protocols, ensuring data protection and compliance. Any AI-generated data must be treated with the same level of confidentiality as other sensitive information.
7.0 Non – MediRecords Providers
7.1 Acquisition of Non – MediRecords Products and Services. We or third parties may make available (for example through a Marketplace or otherwise) third-party products or services, including, for example, non – MediRecords Applications and implementation and other consulting services. Any acquisition by You of such Non – MediRecords products or services, and any exchange of data between You and any non- MediRecords provider, is solely between You and the applicable non- MediRecords provider. We do not warrant or support Non – MediRecords Applications or other non – MediRecords products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form.
7.2 Non – MediRecords Applications and Your Data. If You install or enable a Non – MediRecords Application for use with a Service, you grant Us permission to allow the provider of that Non – MediRecords Application to access Your Data as required for the interoperation of that Non – MediRecords Application with the Service. We are not responsible for any disclosure, modification, or deletion of Your Data resulting from access by a Non – MediRecords Application.
7.3 Integration with Non – MediRecords Applications. The Services may contain features designed to interoperate with Non – MediRecords Applications. To use such features, you may be required to obtain access to Non – MediRecords Applications from their providers and may be required to grant Us access to Your account(s) on the Non – MediRecords Applications. If the provider of a Non – MediRecords Application ceases to make the Non – MediRecords Application available for interoperation with the corresponding Service features on reasonable terms, we may cease providing those Service features without entitling You to any refund, credit, or other compensation.
8.0 Fees and Payment for Purchased Services
8.1 Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
8.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, you authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 14.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either monthly, annually, or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, we will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, your account will be billed one month in advance and any additional Purchased Service(s) will be charged on that day. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
8.3 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 8.2 (Invoicing and Payment).
8.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 15.2 (Manner of Giving Notice), before suspending services to You. Any Suspension of Service for any reason will mean that You are excluded from accessing the Services from the next billing date.
8.5 Payment Disputes. We will not exercise Our rights under Section 8.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
8.6 Taxes. Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 8.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against Us based on Our income, property, and employees
8.7 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
8.8 Cancellations. To cancel any Purchased Services for any reason other than that outlined in 12.3, You need to contact support@medirecords.com, and Purchased Services will be cancelled at the next billing due date.
8.9 Credit Card Security Policy. We use the eWAY Payment Gateway for Our online credit card transactions. eWAY processes online credit card transactions for thousands of Australian merchants, providing a safe and secure means of collecting payments via the Internet. All online credit card transactions performed on the MediRecords.com website using the eWAY gateway are secured payments. Payments are fully automated with an immediate response. Your complete credit card number cannot be viewed by Us or any outside party.. All transaction data is encrypted for storage within eWAY’s bank-grade data centre, further protecting Your credit card data. eWAY is an authorized third-party processor for all the major Australian banks. eWAY at no time touches Your funds; all monies are directly transferred from Your credit card to the merchant account held by Us. For more information about eWAY and online credit card payments, please visit www.eWAY.com.au.
9.0 Proprietary Rights and Licenses
9.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all Our/their right, title, and interest in and to the Services and Content, including all Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
9.2 License by Us to Use Content. We grant to You a worldwide, limited-term license under Our applicable intellectual property rights and licenses to use Content acquired by You pursuant to Order Forms, subject to those Order Forms, this Agreement, and the Documentation.
9.3 License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit, and display Your Data and any Non-MediRecords Applications and program code created by or for You using a Service, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, we acquire no right, title, or interest from You or Your licensors under this Agreement in or to Your Data or any Non-MediRecords Application or program code.
9.4 License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to the operation of the Services.
10.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
10.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this Section 10.2.
10.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
11.0 Representations, Warranties, Exclusive Remedies, and Disclaimers
11.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
11.2 Our Warranties. We warrant that (a) this Agreement, the Order Forms, and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data, (b) We will not materially decrease the overall security of the Purchased Services during a subscription term, (c) the Purchased Services will perform materially in accordance with the applicable Documentation, (d) subject to Section 7.3 (Integration with Non-MediRecords Applications), We will not materially decrease the functionality of the Purchased Services during a subscription term, and (e) the Purchased Services and Content will not introduce Malicious Code into Your systems. For any breach of an above warranty, your exclusive remedies are those described in Sections 14.3 (Termination) and 14.4 (Refund or Payment upon Termination).
11.3 Disclaimers. Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law. Content and beta services are provided “as is,” exclusive of any warranty whatsoever. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.
12.1 Indemnification by Us. We will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”) and will indemnify You from any damages, attorney fees, and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may, in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 11.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non- MediRecords Application, or Your breach of this Agreement.
12.2 Indemnification by You. You will defend Us against any claim, demand, suit, or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, legal fees, and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
12.3 Exclusive Remedy. This Section 12 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 12.
13.1 Limitation of Liability. Neither party’s liability with respect to any single incident arising out of or related to this agreement will exceed the amount paid by customer hereunder in the 3 months preceding the incident, provided that in no event will either party’s aggregate liability arising out of or related to this agreement exceed the 50 percent of the total amount paid by customer hereunder. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. However, the above limitations will not limit customer’s payment obligations under section 8 (fees and payment for purchased services).
13.2 Exclusion of Consequential and Related Damages. In no event will either party have any liability to the other party for any lost profits, revenues, or indirect, special, incidental, consequential, cover, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.
14.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
14.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one month (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter. Any such pricing increase will not exceed 5% of the pricing for the applicable Purchased Service or Content in the immediately prior subscription term unless the pricing in the prior term was designated in the relevant Order Form as promotional or one-time.
14.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
14.4 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 14.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 14.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
14.5 Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, we will make the Your Data available to You for export or download as provided in the Documentation We may choose to charge a Fee for this service. After that 30-day period, we will have no obligation to maintain or provide Your Data and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, as provided in the Documentation, unless legally prohibited.
14.6 Surviving Provisions. The Sections titled “Fees and Payment for Purchase Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Portability and Deletion of Your Data,” “Who You Are Contracting With, Notices, Governing Law, and Jurisdiction,” and “General Provisions” will survive any termination or expiration if this Agreement.
15.0 Who you are Contracting with, Notices, Governing Law, and Jurisdiction
15.1 General. Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such lawsuit depend on where You are domiciled. If You are domiciled in Australia, you are contracting with MediRecords Pty Ltd of Level 5, 1 Elizabeth Plaza, North Sydney, NSW 2060, ACN 600 073 890. Notices should be addressed to: Director, MediRecords. The courts having exclusive jurisdiction are the state of New South Wales.
15.2 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (I) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
15.3 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules and to the exclusive jurisdiction of the applicable courts above.
15.4 No Agency. For the avoidance of doubt, we are entering into this Agreement as principal and not as agent for any other MediRecords company. Subject to any permitted Assignment under Section 16.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.
16.1 Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of Australia and other jurisdictions.
16.2 Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, you will use reasonable efforts to promptly notify Us.
16.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
16.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms) without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells all its assets to, or undergoes a change of control in favour of a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, we will refund to You any prepaid fees covering the remainder of the term of all Order Forms.
17.0 Information collected through technology
17.1 Cookies. A cookie is a small piece of information stored by your browser on your computer’s hard drive, with information about your preferences when you visit a website. Cookies identify traffic coming in and out of the MediRecords website, the time of your visit to the site, the pages you visit and the duration of your visit. Our cookies can recognise a computer but do not contain any personally identifying information about the individual using the computer. Cookies are used to help improve your experiences when visiting our website. Cookies are able to be disabled in your web browser if you choose.
17.2 Internet Protocol (IP) Address. An IP address is a unique address that is stored on your computer’s software. It is not a part of your computer’s hardware. IP addresses are used to uniquely identify computers that are connected to a network. All computers that use the internet will have an IP Address. IP Addresses are not able to locate you or gain any personal information about you. They are used purely for statistical purposes, as they allow us to determine how many people visit the site, what pages on the site people visit most often, and how long they spend on a page. We use this information to improve your visits to our site and ensure that we can assist you as much as possible.
17.3 Web Beacons. Web beacons are small pieces of data that are installed in web pages and emails. These are used in HTML emails that are sent out by MediRecords to establish whether the emails have been opened, and if the links in those emails have been clicked on.
17.4 Third Party Website Services. In some cases third parties may use cookies, web beacons and other technologies such as JavaScript on our website in connection with online services like banner advertising, website analytics and surveys. This may allow them to collect information about your use of the website (including your computer’s IP address) which they may store in the United States or other countries. The use of these technologies allows them to deliver customised advertising content, measure the effectiveness of their advertising, evaluate users use of our website and other websites and provide other services relating to website activity and internet usage. Those third parties may also transfer the information they collect to others where required to do so by law, or where those others process the information on their behalf. The services we may use from time to time include Google Analytics, Google Adwords, Google AdSense, DoubleClick, Yahoo, Adobe and Microsoft. You can find more details in the privacy policies for those services, including information on how to opt-out of certain conduct.
17.5 Google Analytics Demographics and Interest Reporting. We use Google Analytics Demographics to capture age, gender and interests of our visitors for statistical purposes, and generating reports for evaluating the MediRecords program. Visitors can opt-out at any time by visiting the Ads Settings.
17.6 Google Adwords Remarketing Service. This website uses the Google AdWords remarketing service to advertise on third party websites (including Google) to previous visitors to our site. It could mean that we advertise to previous visitors who haven’t completed a task on our site, for example using the contact form to make an enquiry. This could be in the form of an advertisement on the Google search results page, or a site in the Google Display Network. Third-party vendors, including Google, use cookies to serve ads based on someone’s past visits to the MediRecords website. Any data collected will be used in accordance with our own privacy policy and Google’s privacy policy.You can set preferences for how Google advertises to you using the Google Ad Preferences page, and if you want to you can opt out of interest-based advertising entirely by cookie settings or permanently using a browser plugin.
17.7 Communication via other platforms. It is your decision if you decide to communicate with another user via an online or offline platform, other than the MediRecords website. MediRecords is not liable or responsible for any harm, distress or unforeseen circumstances that occur as a result of your communication with another user and/or external party outside of the MediRecords website. We recommend you only share your personal information with other users who you know and trust.