1. Agreement

1.1. The Platform Terms and Conditions (Terms) form a legally binding agreement between you and Innowell Pty Ltd (ACN 617 239 166) (us, our, we) and you (you, your). Its terms govern all access to and use of the Innowell Platform by you.

1.2. Please read these Terms carefully.

1.3. The Innowell Platform may have other posted notices or codes of conduct. All such notices and codes of conduct are incorporated by reference into these Terms. By subscribing to and/or using the Innowell Platform, you agree to be bound by these Terms, including any modifications made to it from time to time.

1.4. If you do not agree to the terms and conditions in these Terms, do not subscribe to or use the Innowell Platform.

2. Definitions and Interpretation

2.1. The following capitalised terms will have their corresponding meaning, unless defined elsewhere in these Terms:

Capitalised term	Meaning
Account	An account established by you to enable you to use a Subscription to access or use the Innowell Platform
Administrative User	A person who is permitted to administer Subscriptions on behalf of an Innowell Client
Agreement	Any agreement between us and an applicable Innowell Client
App EULA	The terms and conditions for access and use the Innowell Platform via a mobile application as may be amended from time to time
Feedback	Comments, questions, ideas, suggestions or other feedback relating to the Innowell Platform or your Subscription
Innowell Client	Where applicable, the entity (other than us) which has provided a Subscription to you for you to access and use the Innowell Platform
Innowell Platform	The cloud-based software which supports mental health and wellbeing owned and operated by us
Malicious Code	Code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses
Privacy Act	The Privacy Act 1988 (Cth)
Subscription	A non-exclusive, non-transferable, revocable right to access and use the Innowell Platform as granted by us or ordered by your Innowell Client and assigned to you
Subscription Term	The permitted subscription period for a Subscription as set by us or as ordered by your Innowell Client
Your Data	Any data, content, code, video, images or other materials of any type that you submit to the Innowell Platform but not including Feedback. For the purpose of this definition, ‘submit’ includes submitting, uploading, transmitting or otherwise making Your Data available to the Innowell Platform.

3. Initiating and administration of your Subscription

3.1. You will be granted a Subscription by us or assigned one by an Innowell Client. Provided you accept these Terms and continue to comply with your obligations under these Terms, the Subscription may be used by you to access and use the Innowell Platform during the Subscription Term.

3.2. Once your Subscription has been confirmed by us, you will be invited by us to create your unique Account to access and use the Innowell Platform. When you create your Account, you will create your own password, which you must use in order to access and use the Innowell Platform.

3.3. You are responsible for selecting your password and maintaining the confidentiality of your password. You agree that we have no liability with regard to the use of your Account by any other person.

3.4. You agree that any information you provide in creating your Account is complete and accurate, and you agree to keep it up to date. We occasionally provide notices by email to your Account, and you agree to keep that email current and valid as a method for providing notices under these Terms.

3.5. If you’ve been assigned a Subscription by an Innowell Client then you acknowledge that the Administrative Users are able to:
(a). monitor or modify your Account; (b). setting your usage permissions for your Subscription; and (c). manage access to Your Data by you or others.

4. Your responsibilities

4.1. During the Subscription Term, you will:
(a). comply with your obligations under these Terms; (b). be responsible for securing your Account on the Innowell Platform including your passwords; (c). be responsible for all usage of your Subscription with or without your knowledge or consent; (d). be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Innowell Platform including hardware, software, networking etc; (d). be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Innowell Platform including hardware, software, networking etc; (e). comply with all Federal and State laws, rules and regulations related to or connected with your use of the Innowell Platform; (f). ensure the accuracy and legality of Your Data; and (g). use all reasonable efforts to prevent unauthorised access to or use of the Innowell Platform and to promptly notify us if you become aware of any such unauthorised access to or use of the Innowell Platform.

4.2. Unless expressly stated anywhere else in these Terms, you agree that you will not do any of the following:
(a). Subject to clause 7.2(b), make any Subscription available to anyone other than yourself or access or use the Innowell Platform for the benefit of anyone other than yourself. (b). If you’re an Administrative User and/or your Subscription is a Designated Subscription then you will not make any Subscription available to anyone other than yourself or your End Users or access or use the Innowell Platform for the benefit of anyone other than yourself or your End Users unless expressly permitted under the terms of your Subscription. (c). Sell, resell, license, sublicense, distribute, make available, rent or lease your Subscription unless expressly permitted under the terms of your Subscription. (d). Use the Innowell Platform to store or transmit infringing, libelous or otherwise unlawful or tortious material or inappropriate communications or content, or to store or transmit material in violation of third-party privacy rights. (e). Using the Innowell Platform for any wrongful activities including, but not limited to, using the service to stalk, harass, threaten or violate the privacy of others. (f). Use the Innowell Platform to store or transmit Malicious Code. (g). Interfere with or disrupt the integrity or performance of the Innowell Platform. (h). Attempt to gain unauthorised access to the Innowell Platform or its related systems or networks; (i). Permit either direct or indirect access to or use of the Innowell Platform that attempts to circumvent contractual usage limits under the terms of your Subscription. (j). Modify or create derivative works based on the Innowell Platform or any part, feature, function or user interface thereof. (k). Copy any content on the Innowell Platform. (l). Disassemble, reverse engineer, or decompile any part of the Innowell Platform or access it to i. build a competitive product or service; ii. build a product or service using similar ideas, features, functions or graphics of the Innowell Platform; iii. copy any ideas, features, functions or graphics of the Innowell Platform; or (m). determine whether any ideas, features, functions or graphics of the Innowell Platform are within the scope of any patent.

5. Additional terms for Administrative Users

5.1. As an Administrative User, then the following applies: (a). Subject to the terms of the Agreement and during the Subscription Term, you may use your Subscription to access and use (and permit your End Users to access and use) the Innowell Platform for your own business purposes provided it is in accordance with the Agreement and these Terms. (b). In administering the End User Accounts on behalf of the Innowell Client, you acknowledge that you are under an obligation to comply with the requirements of the Agreement as they relate to you as a representative of the Innowell Client.

6. Additional terms for Designated Subscriptions

6.1. If your Subscription is a Designated Subscription, then in addition to your obligations under these Terms, you acknowledge that, for the purposes of these Terms, you will assume the role of ‘Innowell Client’ (as that term is defined in these Terms) with respect to your own End Users to whom you will assign Subscriptions.

7. Additional terms for clinical service delivery

7.1. If your Subscription involves the interoperability of the Innowell Platform with clinical service delivery provided by you, you acknowledge and agree that: (a). the clinical governance of your End Users is the responsibility of your Innowell Client; (b). you are subject to the same clinical governance and other arrangements that apply to your Innowell Client; (c). we will not, in any circumstance, be responsible for clinical governance of your End Users or any clinical services provided while using the Innowell Platform

7.2. You must ensure that: (a). you comply with your clinical governance obligations and relevant legislative and regulatory requirements; and (b). you will familiarise yourself with all regulations, policies and procedures relevant to your work on or before you begin providing clinical services to End Users.

7.3. You agree to indemnify and hold us harmless against any and all loss or damage, and any claim by an End User arising from your failure to comply with your clinical governance obligations.

8. Free Subscriptions

8.1. We may offer a Subscription to you at no charge, including free accounts or trial use as free Subscriptions. Your use of any free Subscription is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or, if not designated, until terminated by us).

8.2. We may modify or terminate your right to use free Subscriptions at any time and for any reason in our sole discretion, without liability to you.

8.3. To the maximum extent permitted by applicable Law, we disclaim all obligations or liabilities with respect to free Subscriptions. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF FREE SUBSCRIPTIONS WILL BE A$100

9. Support services

9.1. We’re not obligated under these Terms to provide any support services to you for the Innowell Platform.

10. Applicable Terms and Conditions

10.1. If you’ve accessed the Innowell Platform via a web application, then these Terms will apply. If you’ve accessed the Innowell Platform via the mobile application then the applicable terms will be the App EULA.

10.2. We may modify these Terms to take effect during your Subscription Term in order to respond to changes the Innowell Platform, our business, or the law. Modifications to these Terms will take effect automatically as of the effective date specified for the updated versions.

11. Updates

11.1. The Innowell Platform is an on-line, subscription-based product, and that in order to provide improved customer experience we may make changes to the Innowell Platform, and we may update the applicable documentation including these Terms accordingly.

11.2. If you don’t like the changes made to the Innowell Platform or the applicable documentation including these Terms, you can stop using your Subscription at any time.

12. Third party content or applications

12.1. We may integrate content or applications from third-parties with the Innowell Platform and make some or all of them available to you.

12.2. Any such content or applications from third-parties are provided on the Innowell Platform on an ‘as-is’ basis and we make no express or implied representations or warranties about that content or those applications.

12.3. Content or applications from third-parties are subject to change or discontinuance on the Innowell Platform without notice or entitlement to you of any refund, credit or other form of compensation.

13. Intellectual Property Rights

13.1. The Innowell Platform is made available on a limited access basis, and no ownership right is conveyed to you. We have and retain all right, title and interest, including all intellectual property rights, in and to the Innowell Platform and including your Subscription.

13.2. Occasionally, you may provide us with Feedback. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. Nothing in these Terms limit our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

14. Data and Privacy

14.1. We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorised access, destruction, use, modification, or disclosure. We also maintain a compliance program that includes independent third-party audits and certifications.

14.2. We collect certain data and information about you in connection with your use of the Innowell Platform and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our privacy policy and the Privacy Act, which you acknowledge.

14.3. In order to improve the Innowell Platform, we participate in research projects with our research partners. Unless we have obtained consent from you, we will only ever participate in such research projects on a de-identified basis. More information can be found within our privacy policy.

15. Term and Termination

15.1. Unless terminated earlier under these Terms, your Subscription will be valid for the Subscription Term.

15.2. We may suspend or terminate your Subscription immediately without any further notice to you if we have reason to believe: (a). you are using the Innowell Platform in a manner that may cause harm to us or to a third party; (b). you are in violation of these Terms, including actions that violate any applicable Federal and State laws, rules or regulations; or (c). your use is compromising the security of the Innowell Platform or the privacy of our other users.

15.3. Upon termination of your Subscription, all rights granted to you to access and use the Innowell Platform will immediately terminate.

16. Disclaimers

16.1. We provide the Innowell Platform to you using a commercially reasonable level of care. However, there are certain things that we don’t promise about the Innowell Platform.

16.2. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, WE DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM 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. THE INNOWELL PLATFORM IS PROVIDED ‘AS IS’.

16.3. WE DO NOT WARRANT THAT YOUR USE OF THE INNOWELL PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE YOUR DATA WITHOUT LOSS. YOU ACKNOWLEDGE THAT USE OF THE INNOWELL PLATFORM INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT CONTROL AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA THAT IS LOST, ALTERED OR INTERCEPTED.

16.4. WE DO NOT WARRANT THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE OR THAT YOUR DATA WILL ALWAYS BE SECURE IN TRANSMISSION.

16.5. YOU HAVE STATUTORY GUARANTEES UNDER THE AUSTRALIAN CONSUMER LAW AND NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS.

17. Limitation of liability

17.1. IN NO EVENT WILL WE HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS, WHETHER AN ACTION IS IN CONTRACT, NEGLIGENCE OR TORT EVEN IF INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Last updated: 18 November 2021