Terms of Use for Terveys

The website, software application, and any related services known as "Terveys" (Terveys) have been developed and are operated by Terveys Health (Terveys Health, we, us, our) and our affiliates.

By accessing and/or using Terveys, you agree to these terms (Terms).

You confirm that you have the power and authority to enter into, be bound by, and deliver and perform the obligations under, these Terms. You must not use Terveys if you do not agree to these Terms.

1. Accounts and Registration

1.1 Accounts

To access Terveys, you must register for and hold an account for your use (Account). By creating an Account, you confirm that you:

• Possess the legal right and ability to enter into a legally binding agreement with us; and
• Agree to use Terveys only in accordance with these Terms and our Usage Policy.

1.2 Registration Process

As part of registering for and activating your Account, you will need to provide us with information, including personal information about you, which we collect to operate our business and Terveys, and ensure Terveys remains safe and secure for users. This information will include your full name, employment, and contact details (such as your email and phone number). We will use and disclose this information for the purposes of operating our business, Terveys, the related services, and as otherwise described in our Privacy Policy.

1.3 Account Security

When you register and activate your Account, you can choose your username and password. You are responsible for keeping this username and password secure and are responsible for all use and activity carried out under your Account on Terveys.

2. Services

2.1 Terveys Overview

Terveys facilitates your delivery of healthcare services, as a registered medical practitioner, to patients by providing certain functions as described on our website.

2.2 Updates to Terveys Functions

From time to time, we may (in our sole discretion):

• Change or update Terveys or its functions; or
• Agree to provide new functions.

Such updates or new functions may be subject to additional terms and fees as notified to you by Terveys.

2.3 Term

These Terms commence when you first access Terveys and will continue until terminated by you or Terveys in accordance with these Terms.

3. Fees and Payments

3.1 Subscription Fees and Additional Fees

In order to access Terveys, you may be required to pay a subscription fee as published on our website, Terveys, or as otherwise agreed with you (Subscription Fee) for your chosen subscription period (Subscription Period). All fee amounts are in Australian dollars unless otherwise indicated.

Subscription Fees (including any required taxes) are payable in advance for the relevant Subscription Period, and Terveys may terminate your Account and these Terms where you have not paid the relevant Subscription Fees or where the Subscription Period has expired.

Terveys may vary the Subscription Fee on reasonable advance notice, with such varied Subscription Fee to apply at the commencement of your next Subscription Period.

Your subscription will automatically renew at the end of the applicable Subscription Period unless you cancel your subscription before the end of the then-current Subscription Period. The cancellation will take effect the day after the last day of the then-current Subscription Period. Terveys does not provide refunds or credits for any partial Subscription Period, except as expressly stated in these Terms.

You further agree that your access to and use of new or updated functions (as contemplated by clause 2.2) may be subject to additional fees, which will be agreed between us before your access and use.

4. Privacy and Data Use

4.1 Privacy Obligations

Each party must, in the performance of these Terms, comply with applicable privacy laws in respect of any personal information, including without limitation the Privacy Act 1988 (Cth) in Australia, the General Data Protection Regulation (GDPR) in the European Union, the California Consumer Privacy Act (CCPA) in the United States, the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada, and any other relevant jurisdictional privacy laws.

Without limiting clause 1(a), you must ensure that at all times you hold all necessary authorizations and current consents from individuals (including patients) to disclose their personal information (including sensitive information) to Terveys, so that Terveys may collect, use, store, and disclose personal information (including sensitive information) for the purpose of operating Terveys and as described in our Privacy Policy, without you or Terveys infringing any law or the rights (including the intellectual property rights, moral rights, or privacy rights) of any individual.

4.2 Personal Information Collection Notice

We collect, store, use, and disclose personal information about you and patients in order to provide you with use of Terveys and for purposes otherwise set out in our Privacy Policy at [insert link to Privacy Policy].

Our Privacy Policy explains:

• How we store and use, and how you may access and correct your personal information;
• How you can lodge a complaint regarding the handling of your personal information; and
• How we will handle any complaint. If you would like any further information about our Privacy Policy or practices, you can view our Privacy Policy or contact us at [insert contact email].

By providing your personal information to us, you consent to the collection, use, storage, and disclosure of that information as described in these Terms and our Privacy Policy.

We may disclose personal information to third parties that help us deliver our services or improve Terveys (including to software developers, information technology and communication suppliers, and our business partners) or as required or permitted by law.

If you do not provide this information, we will not be able to provide Terveys or related services to you.

4.3 Use of De-identified Information

Terveys Health may de-identify information, including health information, that is made available to Terveys Health in connection with Terveys and use or disclose such information in a de-identified form for the purposes of:

• Making available relevant functionality to you; and
• As otherwise described in our Privacy Policy.

(De-identified Use).

You acknowledge that De-identified Use may involve disclosure of de-identified information to third parties as part of making Terveys and certain functionality (including Third-Party Functionality) available to you.

Terveys will take reasonable steps to ensure that information that is de-identified under clause 4.3(a) cannot be reverse-engineered, re-identified, or linked back to you or patients by third parties.

5. Use of Terveys

5.1 General

You must:

• Comply with all applicable laws and professional obligations in connection with:
• These Terms; and
• Your use of Terveys and any related services;
• Receive consent from your patient to share personal and sensitive information with Terveys if mandatory in your jurisdiction;
• Cooperate and comply with all reasonable directions of Terveys in relation to your use of Terveys;
• Comply with Terveys' Platform Usage Policy as notified to you from time to time;
• Notify Terveys immediately if you become aware of:
• Any actual or potential defect in Terveys or related services; and
• Any complaint reported by any other person in connection with Terveys; and
• Comply with these Terms in full at all times.

Except as otherwise permitted under these Terms, you must not:

• Distribute, sublicense, or otherwise transfer all or any part of Terveys to any other person;
• Grant any security interest over Terveys;
• Attempt to disassemble, decompile, or otherwise reverse engineer the Platform, except as permitted by applicable copyright laws;
• Alter, customize, modify, or create derivative works of Terveys;
• Expose Terveys or any data to reasonably avoidable cyber risks;
• Remove, obliterate, or alter any proprietary notice on Terveys;
• Supply inaccurate data to Terveys or any other person through Terveys;
• Do any act that would have an adverse impact on the reputation or standing of Terveys; or
• Do any act that is unlawful or is prohibited by any laws applicable to Terveys.

5.2 Third-Party Functionality

Terveys' functionality may involve the use of software, data, applications, services, or content that is provided to Terveys by third parties (Third-Party Functionality).

You agree to comply with any reasonable additional terms notified to you by Terveys in respect of the use of Third-Party Functionality or outputs of such functionality. If you do not agree to comply with those terms, we will not be able to offer Terveys and the related services to you, and accordingly, we may need to cancel or terminate your Account, or you may cancel or terminate your Account.

5.3 Records

You will maintain accurate and complete records and documents related to your interaction with and use of Terveys and the related services, including as required by law.

6. Linked Sites and Resources

Terveys may contain links to websites and resources (including emergency medical resources) operated by third parties (Third-Party Resources). Unless expressly stated otherwise, we do not endorse and are not responsible for the content of Third-Party Resources and have no control over or rights in those Third-Party Resources. The terms that may apply to Third-Party Resources may differ substantially from these Terms, so you should read them before using Third-Party Resources.

7. Intellectual Property

7.1 Our Intellectual Property Rights

Unless otherwise indicated, we own or license from third parties all rights, title, and interest (including copyright, designs, patents, trademarks, and other intellectual property rights) in Terveys and any material (including all text, graphics, logos, audio, and software) made available through Terveys (Terveys Content).

To enable Terveys Health to use your feedback for its business purposes and to improve Terveys, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license and authority to use feedback you provide to us for these purposes. This license allows us to make improvements to Terveys from your suggestions, enhancement requests, recommendations, and information you provide to us (including any information which is your intellectual property) without restriction and without payment.

7.2 License to Terveys and Content

Terveys grants you a limited, non-transferable, non-exclusive license to use Terveys and Terveys Content for the duration of these Terms solely for the purpose of facilitating the delivery of healthcare services by you to patients. You must not use Terveys or Terveys Content for any other purpose, or otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any Terveys Content, software, products, or services contained within Terveys.

Terveys licenses Terveys from third parties. You acknowledge and agree that your use of such Content may be subject to further restrictions imposed by such third parties and notified to you by Terveys.

7.3 License to Your Materials

You grant to Terveys a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license and authority to use the de-identified material you provide or otherwise make available to Terveys for the purpose of Terveys making Terveys functionality available to you and as otherwise permitted by these Terms.

8. Confidential Information

You must not disclose any Content or any information of a confidential nature communicated by us, or otherwise learned, accessed, or generated by you as a result of entering into these Terms or using Terveys, Terveys Content, or receiving related services (Confidential Information) except:

• To your personnel who have a need to know;
• If the disclosure is required by law; or
• If the recipient of the Confidential Information has independently obtained such information from a third party (other than via a breach of confidence).

For the avoidance of doubt, information which is in the public domain (other than as a result of a breach of confidence) is not Confidential Information.

You must hold the Confidential Information in strict confidence and employ all reasonable steps to protect the Confidential Information from unauthorized or inadvertent disclosure, including without limitation all steps you take to protect your own information that you consider proprietary and/or confidential. You must promptly notify us of any actual or suspected security breach in relation to Terveys or related services, or your access to or use of Terveys, Terveys Content, or related services.

9. Limitations

9.1 Technical Requirements

You acknowledge that you are responsible for ensuring that your information technology and other systems are able to work in conjunction with Terveys.

9.2 No Professional Medical or Healthcare Advice

You agree that your use of Terveys, Terveys Content, and the related services is solely for the purposes of supporting your administrative processes. You must exercise all necessary, and final, professional and medical decisions in relation to a patient's diagnosis, advice, or treatment.

You further agree and acknowledge that Terveys, Terveys Content, and the related services do not:

• Constitute or make out to be a medical device;
• Constitute professional medical or healthcare advice, diagnosis, or recommendation of treatment, or replace professional medical advice;
• Directly assess, maintain, or improve the physical, mental, or emotional health of a patient; or
• Directly diagnose or treat a patient's illness or disability.

You agree that you must not frame or suggest that:

• Terveys or any Terveys Content constitutes professional medical or healthcare advice, diagnosis, or recommendation of treatment, or that it can be relied upon as professional medical advice (including any representation or warranty with respect to any treatment, action, suitability, or application of medication, preparation by any person or health service); or
• Terveys or any Terveys Content can be relied upon without independent consideration and confirmation by a qualified medical practitioner.

We make no representations or warranties with respect to any treatment, action, suitability, or application of medication or preparation by you or any person, whether based on Terveys Content or not. In no circumstances will we be liable for any direct, indirect, consequential, special, exemplary, or other damages, however arising, from the same.

9.3 Notification of Adverse Events

You must notify Terveys immediately if you become aware of:

• Any problem or incident associated with Terveys that has caused, or could cause, harm to patients or others; or
• Any deficiencies or potential deficiencies in safety, quality, efficacy, performance, or presentation of Terveys.

10. Suspension and Termination

10.1 Suspension

Where practicable, we will provide you with notice of any outages or suspensions of Terveys and will communicate this to you within a reasonable time. We reserve the right to restrict, suspend, or terminate your access to Terveys without notice (although we will provide prior notice wherever practicable). To the maximum extent permitted by law, we will not be responsible for any loss, cost, damage, or liability that may arise as a result.

10.2 Termination

You may terminate your use of Terveys (and accordingly these Terms) by emailing [insert contact email] or through your Account settings. Terveys will not refund any fees or other amounts that you have paid. We may terminate these Terms if:

• We reasonably believe you have breached any of these Terms;
• We withdraw Terveys from the market, provided you will be entitled to a pro-rata refund of fees paid; or
• We consider it reasonably necessary to comply with applicable law.

Where we terminate these Terms, except as expressly provided in these Terms or as required by applicable law, we will not refund any fees or other amounts that you have paid.

10.3 Effect of Termination

On termination or expiry of these Terms:

• You must pay all relevant outstanding fees or other amounts (including under an indemnity) due under these Terms;
• The license granted by Terveys to you under clause 7.2 will cease, and we shall cease providing (and you shall cease using) Terveys and related services;
• To the extent permitted by law, you must (at our request) return or destroy all copies of Confidential Information retained in your systems or otherwise in your possession or control;
• To the extent permitted by law, we may, in our discretion, delete any data, content, or materials which have been provided to us; and
• This will not affect any accrued rights, and rights and obligations which are intended or which by their nature survive termination will continue to have effect.

11. Indemnity

You must at all times indemnify and hold harmless and release Terveys and our related bodies corporate from and against any loss, liability, demand, claim, action, or expense (however arising and whether present or future, fixed or unascertained, actual or contingent) incurred or suffered by any of Terveys or its related bodies corporate relating to or arising from:

• Any claim made by a patient in relation to any act or omission of you, except to the extent the loss is attributable to the unlawful or willful misconduct of Terveys or its related bodies corporate;
• Any negligence or breach of or failure to comply with applicable law (including privacy laws) or applicable professional obligations by you in connection with these Terms;
• Any willful, unlawful, fraudulent, or negligent act or omission by you or your personnel;
• Any damage to or loss of any real or personal property or death or injury to us or any of our related bodies corporate to the extent caused by your (or your personnel's) negligent or willful acts or omissions arising as a result of these Terms;
• Your use of Terveys, Terveys Content, or related services, except to the extent the loss is attributable to the unlawful or willful misconduct of Terveys or its related bodies corporate; and
• Any infringement or misappropriation of intellectual property rights in connection with Terveys, Terveys Content, or the related services by you or your personnel, except where caused by an act or omission of Terveys or its related bodies corporate.

12. Liability

12.1 Disclaimer

You acknowledge that the functionalities of Heidi involve the use of artificial intelligence and machine learning and while Heidi seeks to ensure accuracy of Heidi and Heidi Content, due to the probabilistic and rapidly evolving nature of such functions, Heidi and Heidi Content may in certain circumstances be inaccurate, incomplete or inappropriate. While we continue to work on improving the accuracy, reliability and safety of Heidi, it is your responsibility to evaluate the accuracy of any Heidi Content as appropriate, including by undertaking a manual review of Heidi Content, to ensure that it appropriately reflects the information you have inputted, before such Heidi Content is further used or relied upon.

Heidi, Heidi Content and the related services are provided "as is" without warranty or guarantee of any kind, and we will not be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered:

• due to your use of Heidi, the related services and/or the information or materials contained on or made available through it (including Heidi Content);
• as a result of the inaccessibility of Heidi, Heidi Content or the related services (including any loss, corruption or destruction of your material);
• as a result of unauthorised access to, or alteration of either data or materials entered into or produced by Heidi or the related services;
• due to communications, performance, security or data corruption problems, disconnection of transmission services or failures or delays in transmission of Heidi or the related services connected with telecommunication services and other means of transmission provided by third parties;
• as a result of the fact that certain information or materials contained on Heidi or through the related services (including any Heidi Content) are incorrect, incomplete or not up-to-date; and/or
• in connection with an interference with or damage to your computer systems occurring in connection with the use of Heidi or a linked site.

12.2 Heidi Liability

Without limiting clause 12.1, to the extent permitted by law, the aggregate liability of the Heidi for loss sustained by you in connection with these Terms (whether under statute, in contract or in tort, including for negligence, or otherwise) during any consecutive twelve month period from the commencement of these Terms and from any anniversary of the commencement date (as the case may be) is limited to the fees which Heidi is entitled to in relation to your use of Heidi and the related services during that period.

13. Jurisdiction and governing law

These Terms are governed by the law of Delaware, United States and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Delaware, United States.

14. Updates

We may (in our sole discretion) modify, update or replace any or all of these Terms from time to time by providing reasonable and, where practicable, 30 days' prior written notice of the update to the Terms, including details of the relevant changes. This notice may be provided via notification on Heidi or via other methods. Where the change materially and detrimentally affects:

• your use of Heidi;
• the function, receipt or use of related services; or
• your rights and obligations under these Terms, you will be entitled to terminate these Terms and your Account (including your access to Heidi and the related services) through your Account settings on Heidi or by emailing support@heidihealth.com. In such circumstances, you will be entitled to a pro rata refund of any relevant Subscription Fees paid in advance. Continued use of Heidi following the reasonable notice period and implementation of the update shall be deemed acceptance of the new updated Terms.

15. Relationship of parties

Each party is acting in the capacity of independent contractor. These Terms do not constitute any partnership, trust, agency, joint venture or employment relationship between the parties.

Neither party has the authority to act, contract or to incur any obligation or responsibility on behalf of the other party except as provided in these Terms.

16. General

Your Account is personal to you, and you may not permit any other person to use your Account or transfer, assign or sub-contract or sub-licence or otherwise dispose of any of your interests, rights or obligations under these Terms.

If we are partially or wholly precluded from complying with our obligations under these Terms by any event, matter or circumstance that is beyond our reasonable control, then our obligation to perform will be suspended for the duration of the delay arising out of that event, matter or circumstance and we will not be liable for failure to perform our obligations.

Nothing in these Terms or any circumstances associated with it or its performance give rise to any relationship of partnership, principal and agent, or employer and employee and you have no right to assume or create any obligations of any kind, express or implied, in the name of or on behalf of us.

These Terms constitute the entire agreement between us relating to the subject matter of these Terms and supersedes and cancels any previous agreement, understanding or arrangement whether written or oral.

If any part or provision of these Terms are invalid, unenforceable or in conflict with the law, the invalid or unenforceable part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of the part or provision. The remainder of these Terms will be binding on the parties.

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Terms and the transactions contemplated by it.