Last updated in June 2023

1. Introduction to this EULA
   1. Please read and understand the terms of this EULA, as it contains important information about your use of the Software. The Software is made available by Zed to its customers, subject to separate terms and conditions. Zed customers with a current subscription to the Software can allow end users like you (who are either a patient or a doctor or clinician), to create an account and use the Software.
   2. By signing up to and/or using the Software, you agree to be legally bound by this EULA between you and Zed, as amended from time to time. If you no longer wish to comply with this EULA or any amendment to the EULA, you should immediately deregister your account and cease using the Software.
   3. The EULA will apply on and from the date that you sign up to and/or commence using the Software and will continue until you finally cease using the Software.

2. Accessing the Software
   1. If you are allowed access to the Software by a customer of Zed, you will be able to sign up for a personal account to access the Software and Zed will grant you a right to access and use the Software for the purpose of:

      (a) if you are a doctor or clinician, uploading, sharing, receiving, viewing and storing diagnostic imaging and other User Materials; and

      (b) if you are a patient, receiving, viewing and storing diagnostic imaging data and other User Materials, in each case, subject to this EULA and the reasonable directions of Zed.

   2. As part of signing up for an account you will need to provide Zed with certain information, including a username and password. You must ensure that any information that you provide to Zed is complete and accurate and that you are authorised to provide that information to Zed.
   3. Your account is personal to you and you must not transfer it to others or allow others access, except with Zed's prior written permission. You are responsible for all activity on your account (whether or not this is authorised by you) and for ensuring that all activities on your account comply with this EULA.

3. Restrictions on use

   You must ensure that you do not:

   (a) access, use, or otherwise exploit the Software other than as described in this EULA;

   (b) reverse engineer, decompile or disassemble the Software, view or gain access to the source code to the Software, or use the Software to provide any product or service that is an alternative, substitute or competitor to the Software;

   (c) copy or develop any modification, enhancement, derivative work or other development of the Software;

   (d) upload, distribute or display through, the Software any material that is unlawful, harmful, malicious, threatening, defamatory, obscene, infringing, offensive, sexually explicit, violent or discriminatory;

   (e) remove any product identification, proprietary, trade mark, copyright or other notices applied to or contained in the Software (unless approved by Zed in writing); and

   (f) use the Software in a way that could interfere with, degrade or deny service to, impair the use of, or subvert the security or privacy of Zed's services, networks, equipment, data or information or those of another person.

4. Support and updates
   1. If you need support while using the Software, you can request this through the Software. The support that Zed offers will be in line with what has been agreed between Zed and the Zed customer that has allowed you access to the Software
   2. If your support request relates to your computing environment or any Third Party Materials, Zed will not be able to assist you.
   3. From time to time, Zed may make Updates to the Software. You agree that you will provide all reasonable assistance to help Zed make these Updates.

5. Your responsibilities

   You use of the Software is at your own risk and you are solely responsible for ensuring:

   (a) that your use of the Software, and all User Materials and data uploaded, distributed or displayed through the Software, complies with all applicable laws, regulations and contractual obligations;

   (b) the confidentiality and security of any account numbers, user ID, passwords, authentication details and personal identification numbers (PIN) used by you in connection with the Software, and if you are accessing the Software as a doctor or clinician, you will also solely be responsible for:

   (c) obtaining all consents, licences and approvals, and making all notifications, necessary to lawfully Process all User Materials and data (including that protected by Intellectual Property Rights, confidentiality, privacy or health information laws) that you upload and facilitate the Processing of through the Software and all subsequent output of the Software; and

   (d) all use of, and reliance upon, the Software, including ensuring that diagnostic imaging and other User Materials Processed through the Software are only accessed by intended recipients.

6. Third Party Material

   The Software may include, integrate with, interoperate with, or link through to, Third Party Material. You acknowledge and agree that:

   (a) Zed has no control over, and is not responsible for, any Third Party Material;

   (b) Third Party Material is provided directly to the Zed customer and you by the relevant Third Party Material provider, does not form part of the Software and is not governed by this EULA;

   (c) you use all Third Party Material at your own risk and that (as between you and Zed) you are solely responsible for complying with Third Party Materials terms and conditions and all costs, Claims and Losses relating to Third Party Material; and

   (d) Third Party Material is subject to change, suspension, termination or discontinuation at any time and without notice by the Third Party Material provider (and that this may cause the Software to cease to be compatible).

7. Medical disclaimer

   You acknowledge and agree that:

   (a) Zed is the supplier of a medical technology service to assist its customers (and end users like you) to Process diagnostic imaging purely for the intended purpose of uploading, sharing, receiving, viewing and storing diagnostic imaging and other User Materials;

   (b) the Software is not intended to be used as the sole tool to diagnose serious or life-threatening health conditions;

   (c) the Software is not designed or intended for use (and must not be relied on) in environments requiring fail-safe performance, including as part of a life support, critical, emergency or acute system, process or service and are not a substitute or replacement for diagnosis, treatment recommendations and other professional medical judgement, and

   if you are accessing the Software as a doctor or clinician, that:

   (d) you are responsible for making professional medical judgements, diagnosis and clinical validation of any diagnostic imaging Processed through the Software;

   (e) your professional duty in providing patient care services using the Software remains paramount; and

   (f) you are solely responsible for the accuracy and suitability of User Materials uploaded or Processed through the Software, the well-being of your patients, and all medical treatment decisions based on your professional medical advice, diagnosis, treatment or judgment (including verifying and confirming the accuracy of lifethreatening information and critically important results as would be required by generally accepted standards of medical practice), and any reliance on the Software, information or data generated by the Software will not diminish that responsibility.

8. Zed IP
   1. Ownership. All Intellectual Property Rights in and to the Software and output of the Support Services, including those in any copy, modification, enhancement, configuration, derivative work or other development of the Software developed by or on behalf of you or the Zed customer, vests or remain vested in Zed or its licensors. If any such Intellectual Property Right vests in you, you hereby assign that Intellectual Property Right to Zed with immediate effect. You must take all further steps (including execution of documents) necessary to give effect to this clause.
   2. No other rights. You agree that you will not receive any right, title or interest in or to the Software other than the licence expressly granted in this EULA.
   3. Notice of infringement. You must immediately notify Zed in writing upon becoming aware of any:

      (a) infringement or unauthorised use of the Software by any person; and

      (b) Claim by any person that use of the Software infringes that person's Intellectual Property Rights.

9. User Material
   1. Ownership. All rights, title and interests in User Material remains vested in you.
   2. Uploaded and created material licence. You:

      (a) grant Zed and its personnel and Affiliates the right to Process User Material (including any Personal Data) uploaded by you into the Software or created using the Software; and

      (b) if you are a patient, consent to Zed and its personnel Processing User; and

      (c) if you are a doctor or clinician, warrant that you have obtained all consents, licences and approvals and given all notifications necessary to enable Zed and its personnel to Process User Material and must provide evidence of such consents to Zed on request,

      in each case, to the extent necessary to provide the Software and its services and as otherwise set out in this EULA.

   3. Confidentiality. If you are a doctor or clinician, you must ensure that you keep confidential, and do not disclose, any User Material that you know or should reasonably know is confidential.
   4. Privacy. Zed and you, if you are a doctor or clinician, will comply with all applicable Privacy Laws in Processing any Personal Data comprised in the User Material. If you disclose, or provide Zed with access to, any such Personal Data, that Personal Data will be Processed in accordance with Zed's privacy policy: https://zedtechnologies.com.au/docs/privacy_policy
   5. Data back-up. You should download a copy of all User Material that you upload to or receive through the Software.
   6. Usage data and analyses. Zed may:

      (a) collect and Process data relating to your use of the Software in identifiable form for billing, capacity planning, compliance, security, integrity, availability, providing and improving the Software; and

      (b) freely create and Process analyses, materials, data, insights, works and other things derived (wholly or partly) from use of the Software in anonymised and aggregated form provided that you are not identifiable.

   7. Data Breaches. If you become aware of any actual or suspected Data Breach you should:

      (a) promptly notify Zed and provide all known details of the actual or suspected Data Breach; and

      (b) provide Zed with information any assistance reasonably required by Zed to investigate and assess the actual or suspected Data Breach,

      and Zed will let you know if any Data Breaches affect your User Materials

10. Warranties, indemnities and liability
    1. Your consumer law rights and no other terms. You have certain rights under the Australia Consumer Law which cannot be excluded and are not affected by this EULA. Except for those statutory rights and any other rights or remedies that may not be legally excluded, we exclude any conditions, warranties, guarantees, rights, remedies, liabilities or other terms (whether express, implied or statutory), including as to the condition, suitability, quality, availability or fitness for purpose of the Software.
    2. Your indemnity to us – doctors and clinicians only. If you are a doctor or clinician, you indemnify Zed and its Affiliates against and must pay on demand all Losses suffered or incurred by any of them arising directly in connection with the User Material you upload into the Software or Process using the Software, failing to comply with any law, regulation or contractual obligation or breaching the rights of any third party.
    3. Our liability. Despite anything to the contrary, to the maximum extent permitted by law:

       (a) Zed will not be liable for Indirect Loss;

       (b) Zed's aggregate liability for all Claims and Losses is limited to $100,

       whether such liability in contract, tort (including negligence) or any other basis is law or equity.

11. Suspension and termination
    1. Suspension. Zed may suspend the licence granted pursuant to this EULA and your access to the Software:

       (a) during any period in which you are in breach of this EULA; or

       (b) to prevent or mitigate actual or suspected illegal activity, damage to Zed's systems, or threat to the integrity of the Software.

    2. Zed's termination rights. Zed may terminate your access to the Software immediately:

       (a) by providing written notice to you, if you commit a material breach of the EULA and fail to remedy this within 14 days of a notice specifying the breach and requiring it to be remedied. Any breach of clauses 3, 5, 7, 8.1 or 9.2 of this EULA will be a material breach for the purposes of this clause; or

       (b) if the separate agreement between the Zed customer that has granted you access terminates or expires.

    3. De-registering your account. If you no longer wish to comply with this EULA or any amendment to the EULA, you should immediately deregister your account and cease using the Software.
    4. Consequences of termination or expiry. On expiry or termination of your access to the Software and/or this EULA, all rights to the Software granted under this EULA cease immediately and you must immediately stop using the Software and delete all copies of the Software in your possession or control.

12. Miscellaneous
    1. Marketplace terms. Where you download the Software from the Google Play, Apple Store or similar digital marketplaces (Marketplace) you acknowledge and agree that:

       (a) this EULA is solely between you and Zed (and not the Marketplace) and neither the Marketplace nor its Affiliates has any liability under or in connection with the Software or the EULA. However, if any term of the EULA is inconsistent with any Marketplace terms applicable to the Software, the Marketplace terms apply to the extent of the inconsistency;

       (b) Zed is solely responsible for the Software and any warranties given in the EULA, Software Claims and third party Claims that the Software, or use or possession of it, infringes a third party's Intellectual Property Rights. If you have any complaints about the Software, or become aware of any third party Claim, please notify Zed (and not the Marketplace);

       (c) any information collected by Zed in connection with the EULA will be processed in accordance with the EULA or the Zed privacy policy and not the privacy policy or data processing agreement of any Marketplace;

       (d) you must comply with all applicable third party terms and conditions when using the Software;

       (e) you are not on a US government restricted parties' list and do not live in a country subject to a US government embargo or which is designated as “terrorist supporting country”; and

       (f) the Marketplace and its subsidiaries are third party beneficiaries of this clause 12.1 and will have the right to enforce this clause 12.1 against you as a third party beneficiary of them.

    2. Entire agreement. This EULA contains the entire understanding between you and Zed and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of their subject matter.
    3. Amendment. Zed may amend this EULA at any time by posting the amended version at https://zedtechnologies.com.au/docs/eula The amended version of this EULA will apply from the date that is 30 days following the date that it is posted. If this amended version is adverse to you, then you should cease using the Software before the amended version takes effect and de-register your account pursuant to clause 11.3 of this EULA.
    4. Force Majeure Events. Zed is not liable for any delay or a failure to perform its obligations under the EULA to the extent such delay or failure is due to a Force Majeure Event.
    5. Severance. If a provision of the EULA is unenforceable, the provision will be read down to the extent necessary to avoid that result and if the provision cannot be read down to that extent, it will be severed without affecting the validity and enforceability of the remainder of the EULA.
    6. Transfer. You must not assign, subcontract, novate or otherwise dispose of your rights or obligations under the EULA without the prior written consent of Zed. You consent to Zed:

       (a) assigning its rights under the EULA to its Affiliates;

       (b) assigning or novating the EULA in connection with any solvent amalgamation, reconstruction, restructure, sale of shares, assets, raise, or financing of Zed and/or its Affiliates; and

       (c) subcontracting its obligations under the EULA to third parties, including its Affiliates.

    7. Waiver. A party waives a right under the EULA only by written notice that it waives that right. A waiver is limited to the specific instance to which it relates and to the specific purpose for which it is given.
    8. Third party rights. Unless expressly set out otherwise in this EULA, no person other than Zed and you has the right to enforce any term of the EULA (whether at law or otherwise) or approve any amendment to the EULA.
    9. Relationship of the parties. Nothing contained in this EULA will be construed to create an agency, joint venture, partnership or other relationship between Zed and you.
    10. Governing Law. The EULA is governed by the laws of Victoria, Australia. Both Zed and you irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia (and relevant appellate courts) and waive any objection to proceedings being brought in those courts.

13. Definitions

    Affiliate of a party means an entity that Controls, is Controlled by, or is under common Control with that party.

    Claim means any demand, claim, action or proceeding, however arising and whether present, unascertained, immediate, future or contingent.

    Control in respect of a person, includes the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise, and includes the following:

    (a) direct or indirect ownership of more than 50% of the voting rights of such person; or

    (a) the right to appoint the majority of the members of the board of directors of such person (or similar governing body) or to manage on a discretionary basis the assets of such person.

    Data Breach means any loss, unauthorised access, modification or disclosure of User Material in connection with the EULA.

    EULA means this agreement and any attachments, schedules or documents referenced within.

    Force Majeure Event means any incident, event, act or omission beyond the reasonable control of that party, including any acts of God, strikes, civil strife, riots, wars, fire, explosion, storm, flood, earthquake, failure of communications networks (including the Internet), subsidence, pandemics or epidemics.

    Indirect Loss means:

    (a) loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of use, loss or corruption of data, loss of reputation, loss of goodwill, or loss of contract; and

    (b) any Loss that does not arise naturally or according to the usual course of things from a breach, act or omission relating to the EULA.

    Intellectual Property Rights means intellectual property rights, including existing and future copyright, rights in designs, patents, semiconductors and circuit layouts and rights in trade marks, trade names and service marks, in each case, whether registered or unregistered and existing in Australia or elsewhere in the world and whether created before or after the date of the EULA.

    IP Claim means any Claim that use of the Software by you in accordance with this EULA infringes any copyright or patent owned by any third party in the jurisdiction in which you live and use the Software.

    Loss means loss, damage, liability, cost (including all legal and other professional costs on a full indemnity basis), charge, expense, outgoing, fine or payment of any nature or kind.

    Personal Data means information about an identified individual or an individual who is reasonably identifiable, including 'personal information', 'sensitive information' and 'health information' as defined in applicable Privacy Law.

    Privacy Law means any applicable law governing the Processing of Personal Data in connection with the EULA, including (as applicable) the Privacy Act 1988 (Cth), General Data Protection Regulation (EU) 2016/679, UK Data Protection Act 2018 (DPA), UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, the Privacy and Electronic Communications Regulations 2003, and California Consumer Privacy Act (2018) and all applicable health information laws.

    Process means to collect, store, access, use, copy, adapt, modify, reformat, transform, disclose or perform any other set of operations on.

    Software means the 'Zed Doctor', 'Zed GP Messenger’, 'Zed Patient', 'Zed Teleradiology' or other Zed proprietary software (either on-premises or cloud version) as specified in the Order and any associated Zed proprietary iOS or Android mobile application:

    (a) including any Updates; but

    (b) excluding all User Material and Third Party Material.

    Third Party Material means content, data, products, software, functionality or services owned or controlled by third parties, which are delivered through or integrate with the Software.

    Updates means any new version, release, update, patch, fix, configuration or other modification of the Software made available by Zed to its customers.

    User Material means any data, content, or other materials which are owned or controlled by you and uploaded, transmitted or otherwise Processed through the Software, including diagnostic imaging and associated information patients.

    Zed means:

    (a) Zed Technologies Pty Ltd (ACN 145 575 408) if you are domiciled in Australia;

    (b) Zed Technologies (SG) Pte Ltd (Registration No. 201608906M) if you are domiciled in Singapore; and

    (c) Zed Technologies International Pty Ltd (ACN 663 567 736) if you are domiciled in any other location