Memorise Medicine Pty Ltd ABN 93 619 643 784
TERMS OF SERVICE
The Company provides the Memorise Medicine online application to assist users in the study of medicine. Its use are intended for healthcare professionals (including but not limited to physicians, pharmacist and nurses). By using it, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms of Service and that you are not prohibited from using the Services or any portion thereof. Use of Memorise Medicine is subject to these Terms of Service.
The following terms are used regularly throughout these Terms of Service and have a particular meaning:
(a) ABN means Australian Business Number.
(b) ACN means Australian Company Number.
(c) Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
(d) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.
(e) Company means Memorise Medicine Pty Ltd ABN 93 619 643 784.
(f) Corporations Act means the Corporations Act 2001 (Cth).
(g) User means a registered user of Memorise Medicine that uses the features associated with a User account.
(h) Fee means a fee charged by the Company for use of Memorise Medicine.
(i) Flash Card means digital flash card consisting of an image or text that reveals further information when clicked on, accessible via Memorise Medicine.
(j) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(k) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
(l) Memorise Medicine means:
i The Memorise Medicine web-service accessible from http://www.memorisemedicine.com/; and/or
ii Any Memorise Medicine mobile application.
(m) Privacy Act means the Privacy Act 1988 (Cth).
(o) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(p) Terms of Service means the terms and conditions of using Memorise Medicine, as updated from time-to-time, which can be found at http://memorisemedicine.com/tos
(q) TPS means an online third-party service provider with whom a User holds an account.
(r) User means any registered or unregistered user of Memorise Medicine.
(s) User Content means images, information, documents or other data that is uploaded or input into Memorise Medicine by the User or that forms part of the User’s Intellectual Property.
1 USING Memorise Medicine
(a) To use the full set of features of Memorise Medicine, the User must log into Memorise Medicine and have set up their account. Most features of Memorise Medicine are only available to registered Users that are logged in.
(b) The User agrees that all use of Memorise Medicine is subject to these Terms of Service.
(c) Users under the age of 18 must not use Memorise Medicine without their parent or legal guardian’s consent.
(d) The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement or for any other reason at the Company’s absolute discretion.
1.2 Features. Memorise Medicine may allow a User to:
(a) Register a User account;
(b) View and interact with Flash Cards;
(c) View articles and other information made available by the Company via Memorise Medicine;
(d) Answer quizzes or questionnaires, and view results;
(e) Such other features as the Company may make available from time-to-time.
1.3 Medical Information
(a) The Company does not provide medical advice or services via Memorise Medicine. Memorise Medicine is provided as a tool to assist in the study of medicine and pharmacy only.
(b) The User must not use the information accessible via Memorise Medicine to diagnose or prescribe medication or other treatment (whether for themselves or others).
(c) The medical information accessible via Memorise Medicine is general only, and is not specific to any person or User. A User must consult with a suitably qualified and registered health practitioner if they have questions or queries relating to any information accessible via Memorise Medicine.
(d) While the Company sources the information accessible via Memorise Medicine from reputable sources, and conducts reviews of that information from time-to-time, the Company does not warrant that such information is accurate or up-to-date.
(e) The Company does not guarantee a User will achieve any particular outcomes or academic grades by using Memorise Medicine.
(f) The Company does not collect Health Information (as that term is defined in the Privacy Act) on any User.
2 Third Party Login and Integration
2.1 Registration & Login.
(a) A User may be able to register as a User, access Memorise Medicine and use integrated features by connecting their account with certain third party services (TPS) (e.g., Facebook, Twitter etc.).
(b) As part of the functionality of Memorise Medicine the User may connect their profile with a TPS by:
i Providing their TPS login information to the Company through Memorise Medicine; or
ii Allowing the Company to access their TPS in accordance with its terms & conditions of service.
(c) When connecting to Memorise Medicine using a TPS the User warrants that they are not in breach any of the TPS’ terms & conditions of service.
2.2 Ongoing Availability.
(a) The User agrees that User access to Memorise Medicine may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Memorise Medicine.
(b) The User may disconnect the connection between Memorise Medicine and the TPS at any time.
(c) The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
2.3 Data from TPS.
Where a User connects and or registers their account using a TPS, the User authorises the Company to use data from that TPS to create the User’s profile within Memorise Medicine.
3.1 The User acknowledges that in consideration of making Memorise Medicine available to the User, the Company may:
(a) Present the User with paid advertisements; and
3.2 If the User does not consent to the Company disclosing their personal information in accordance with this clause, the User must:
(a) Not use Memorise Medicine; and
4 Fees, payments & refunds
(a) Use of Memorise Medicine shall generally be free of charge, however the Company may introduce and charge Fees at any time in the Company’s sole discretion.
(b) Each Fee applies in accordance with such features and/or services subscribed for by the User in accordance with the pricing described on the Site, or as otherwise agreed with the Company.
(c) The User agrees to make payment in advance for all Fees due at such frequency, or on such dates as the User has subscribed for.
(d) All payments shall be made via the online payment gateway within Memorise Medicine, or in such other manner as the Company may direct from time-to-time. The User agrees that it has no right to access Memorise Medicine if it fails to make payments when due.
(e) The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.
(f) If a User does not accept a change to any Fees, then it can simply terminate its Account.
All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).
For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the User with a Tax Invoice for any payments.
No refunds of Fees are offered other than as required by law.
(a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Memorise Medicine for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
(b) The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
(c) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.
5.2 Modification of Terms
(a) The terms of this Agreement may be updated by the Company from time-to-time.
(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Memorise Medicine.
(a) The User agrees and accepts that Memorise Medicine is:
i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
ii Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Memorise Medicine is available to the User unless expressly agreed in writing.
(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Memorise Medicine.
(a) The Company provides user support for Memorise Medicine via the email address email@example.com
5.5 Use & Availability
(a) The User agrees that it shall only use Memorise Medicine for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
(b) The User is solely responsible for the security of its username and password for access to Memorise Medicine. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Memorise Medicine account.
(c) The User agrees that the Company shall provide access to Memorise Medicine to the best of its abilities, however:
i Access to Memorise Medicine may be prevented by issues outside of its control; and
ii It accepts no responsibility for ongoing access to Memorise Medicine.
(a) Security. The Company takes the security of Memorise Medicine and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
(c) Storage. The Company stores data on servers based in Singapore according to accepted industry standards.
(d) Backup. The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.
5.8 Intellectual Property
(a) Trademarks. The Company has moral & registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Memorise Medicine.
(c) The Memorise Medicine Application. The User agrees and accepts that Memorise Medicine is the Intellectual Property of the Company and the User further warrants that by using Memorise Medicine the User will not:
i Copy Memorise Medicine or the services that it provides for the User’s own commercial purposes; and
ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Memorise Medicine or any documentation associated with it.
(d) Content. All content submitted to the Company, whether via Memorise Medicine or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Memorise Medicine.
(a) The User acknowledges that Memorise Medicine is dependent on third-party services, including but not limited to:
i Banks, credit card providers and merchant gateway providers;
ii Telecommunications services;
iii Hosting services;
iv Email services; and
v Analytics services.
(b) The User agrees that the Company shall not be responsible or liable in any way for:
i Interruptions to the availability of Memorise Medicine due to third-party services; or
ii Information contained on any linked third party website.
5.10 Liability& Indemnity
(a)The User agrees that it uses Memorise Medicine at its own risk.
(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Memorise Medicine, including any breach by the User of these Terms of Service.
(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, death, illness, personal injury, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Memorise Medicine, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, death, illness, personal injury or business interruption of any type, whether in tort, contract or otherwise.
(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
i The re-supply of services or payment of the cost of re-supply of services; or
ii The replacement or repair of goods or payment of the cost of replacement or repair.
(a) Either party may terminate this Agreement at any time by giving the other party written notice.
(b) Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
(c) Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 1.3, 5.8, 5.9, 5.10, 5.12 and 5.13 survive termination of this Agreement.
5.12 Dispute Resolution
(a) If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
i Includes or is accompanied by full and detailed particulars of the Dispute; and
ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
(b) Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
5.13 Electronic Communication, Amendment & Assignment
(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
(c )The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
(d) A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
(e) Notices must be sent to the parties’ most recent known contact details.
(g) The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
(a) Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
(b )Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.
(c) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
(d) Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
(e) Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
(g) Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
(h) Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
(i) Entire Agreement. This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
(j) Interpretation: The following rules apply unless the context requires otherwise:
i Headings are only for convenience and do not affect interpretation.
ii The singular includes the plural and the opposite also applies.
iii If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
iv A reference to a clause refers to clauses in this Agreement.
v A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.
vi Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
vii A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
viii A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
ix A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.