Welcome to the Innowell platform.

These Terms and Conditions outline your rights and responsibilities as a user of the Innowell platform, so it is important that you read and understand them before using and accessing the platform.

Note to Service Providers – in addition to these terms, you are also subject to the Service Provider Terms and Conditions. By using the Platform, you acknowledge and agree to the Service Provider Terms and Condition, in addition to these Terms and Conditions.

We have many different users who can use the Platform to receive or provide care services. For ease, we have identified each type of user below, and we have indicated throughout these Terms and Conditions where information applies to only a particular type of user.

Our users are:

• an Individual is a person who is registered with and receiving care services from a Service Provider;
• a Service Provider is a clinic or health centre that provides care services to Individuals;
• a Service Manager is an employee or representative of the Service Provider who is responsible for managing Staff and Individuals on behalf of the Service Provider;
• a Support Person is a family member or support person of an Individual; and
• A Staff Member is a clinician, employee or contractor of a Service Provider who provides clinical services to Individual.

By creating an account and using the Platform, you acknowledge that you have read, understood and agree to comply with:

• these Terms;
• our Privacy Policy;
• Service Provider Terms and Conditions (if applicable); and
• any other terms, policies or notices published on the Platform,

(collectively, Terms)

If you have any questions about the Terms, please contact us at [email protected] . Otherwise, our Terms form a binding contractual agreement between the user of the Platform (you) and us. If you do not agree to the Terms, as amended from time to time, you must not access or use the Platform.

About Us

We, Innowell Pty Limited ACN 617 239 166 (Innowell, us, our, we) own and operate the Innowell platform (Platform) and the website located at www.innowell.org (Site).

Accessing the Platform

If you are an Individual, you must be invited to access the Platform by a Service Provider approved by us. Your use of the Platform is provided to you free of charge.

If you are a Support Person, then you must be invited to access the Platform by an Individual. Your use of the Platform is provided to you free of charge.

If you are a Staff Member, you must be invited to use the Platform by your Service Manager. Your use of the Platform is provided to you free of charge as part of you Service Provider’s licence from us.

If you are a Service Manager, you must be invited to use the Platform by your Service Provider. Your use of the Platform is provided to you free of charge as part of you Service Provider’s licence from us.

If you are a Service Provider, please refer to the Service Provider Terms and Conditions

The Platform is only available to people who are lawfully residing in Australia at the time of using the Platform. If you are not lawfully residing in Australia, you must not use it.

You are responsible from maintaining the confidentiality of your account, including your password, and for all activity that occurs under your account as a result of your failing to keep this information secure and confidential.

You must notify us immediately of any unauthorised use of your account or password, or any other breach of security. You may be held liable for losses incurred by us or any other user of, or visitor to, the Platform attributable to using your password or account as a result of your failing to keep your account information secure and confidential.

You must not use anyone else’s password or account at any time without our express, prior, written permission. We will not be liable for any loss or damage arising from your failure to comply with these obligations.

Use of the Platform

You must:

• use the Platform in accordance with these Terms;
• provide and keep accurate and complete all information provided in the Platform; and
• comply with all relevant laws and regulations.

You must not:

• use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content;
• in any way reproduce or circumvent the navigational structure or presentation of the Platform or any of its content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available by us;
• attempt to gain unauthorised access to any portion or feature of the Platform, or to any of the services offered on or through it, by hacking, password “mining” or any other illegitimate means;
• probe, scan or test the vulnerability of the Platform or any connected network, nor breach any security or authentication measures;
• reverse look-up, trace or seek to trace any information on any other user of or visitor to the Platform or any other customer of us, including any account not owned by you, to its source;
• exploit the Platform or any service or information made available or offered by or through the Platform in any way where the purpose is to reveal any information, including but not limited to personal information, through any means not purposely made available by us, other than your own personal information, as provided for by the Platform;
• take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform;
• use any device, software or routine to interfere or attempt to interfere with the proper functioning of the Platform or any transaction being conducted on, or any other person’s use of, the Platform;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or communication you send to Innowell on or through the Platform or any service offered on or through it;
• pretend that you are, or that you represent, someone else, or impersonate any other individual or entity; or
• use the Platform for any purpose that is unlawful or prohibited by these terms of use, or to solicit the performance of any illegal or unlawful activity.
• do any act, engage in any practice or omit to do any act or engage in any practice that:
  1. is or could reasonably be considered illegal, offensive, inappropriate, defamatory, threatening or objectionable in any way;
  2. would cause us to breach or to be taken to breach any law;
  3. would bring us into disrepute; or
  4. interferes with the integrity or supply of the Platform to all users,
• resell the Platform;
• reverse engineer any of the Platform to determine any design structure, concepts or methodology behind any of them or to incorporate any of them in any other software or product or for any other purpose;
• interfere with or disrupt the Platform, including by transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature;
• create accounts with us through unauthorised means, including by using an automated device, script, bot or other similar means; or
• encourage or facilitate violations of the Terms.

You may cancel your account at any time through the functionality provided on the Platform.

Intellectual Property Rights

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (content), including but not limited to the design, structure, selection, coordination, expression, ‘look and feel’ and arrangement of content, embodied in the Platform is owned, controlled or licensed by or to us, and is protected by intellectual property rights and laws.

Your use and access of the Platform does not grant or transfer any rights, title or interest to in relation to the content on or in the Platform.

Except as expressly provided in the Terms, no part of the Platform may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

You may use information published in the Platform (such as the personal information you and/or we collect or produce) and any similar information we make available for you to access or download from the Site, provided that you use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media through any means not purposely made available by us; make no modifications to any such information; and that you do not make any additional representations or warranties relating to such information.

Security

We will take all reasonable steps to implement, maintain and enforce security procedures and safeguards to protect the security, confidentiality and integrity of the Platform from unauthorised access or use by a third party or misuse, damage or destruction by any person.

However, given the nature of the internet, we do not guarantee and cannot ensure the security of the Platform and we expressly exclude liability for any loss, however caused. By using the Platform, you acknowledge that Internet communications are never completely private or secure. You understand that any message or information you send to the Platform or that the Platform sends to you may be read or intercepted by others, even if there is a special notice that a particular communication is encrypted.

We recommend that you take proactive measure to protect you computer system from potential hazards by installing firewalls, anti-virus software and other security measures.

Third party links

The Platform may contain links to other websites owned and operated by third parties which are not under our control. Such third party links are provided as a convenience to you and the existence of such links on the Platform is not an endorsement of those third party links.

We are not responsible for the content or material contained on any third party link. You will need to make your own independent assessment of any third party links.

FitBit Integration

You may, through the Platform, elect to integrate your Fitbit account with the Platform. If you do so, we will receive data and information about you from Fitbit such as your health, sleep and mood data and display such information on your dashboard.

If you choose to integrate Fitbit into your account, you acknowledge and agree that you are subject to and bound by the Fitbit Terms of Service, as modified by Fitbit from time to time. We take no responsibility and will not be liable for any information received from Fitbit or any loss you incurred as a result of relying on such information.

Any amounts payable to Fitbit under their terms are your sole responsibility and will be paid directly by you to Fitbit

Your visits to the Platform

We use cookies (small data files that are stored on your computer) to collect anonymous traffic data and to improve your user experience. You can remove or block cookies using the settings in your web browser, but this may impact your ability to use the Platform.

We may also collect and store information about your visit to the Platform, including:

• the name of the domain from which you accessed the Internet;
• the Internet address of the email invitation from which you accessed the Platform;
• the date and time you accessed the Platform;
• the pages you accessed while using the Platform;
• the type of device from which you accessed the Platform; and
• the location from which you accessed the Platform.

All of the information we collect is aggregated and is not used to identify you. This information is used to measure visitor numbers and to assess how the Platform was used in order to maintain its effectiveness.

We do not collect this information for any type of advertising.

Updates

We reserve the right, but are not required, to provide updates to the Platform to alter, improve or add to the functionality of the Platform or to overcome defects in the Platform.

If we choose to provide an update the Update is a “Major Update” that is an update that will or is like to materially affect your ability to access and use the Platform, then we will provide you with notice of the proposed update. The notice will identify the nature of the update and its anticipated effect on your ability to access and use the Platform. For the avoidance of doubt:

• we may provide notice of a Major Update via email; and
• we are not required to provide you with notice of an update that is not a Major Update. We may make minor updates to the Platform and these may be implemented without notice to you.

We will not exercise its rights under this clause 10 in a manner which would materially decrease the utility of the Platform to you.

Privacy

We will collect, use and disclose any personal information you provide us when using the Platform in accordance with our Privacy Policy. For more information on our information collection and handling practices, please view our Privacy Policy here.

Disclaimer

While every effort is taken to ensure that the information on the Platform is accurate, we make no representations and give no warranties that this information is correct, current and complete.

We take reasonable steps to ensure that the Platform remains available. However, we take no responsibility for, and will not be liable for, the Platform being temporarily unavailable due to technical issues beyond our control, or for maintenance or other technical reasons. We do not warrant that the functions of the Platform will be uninterrupted or error-free, that defects will be corrected, or that the Platform or the servers that make it available are free of viruses or other harmful components.

In no event will we be liable for any loss or damage including without limitation, any direct, indirect, incidental, consequential, special or exemplary loss or damage, for:

• any loss or damage whatsoever arising from the use of or inability to use the Platform;
• any transaction conducted through or facilitated by the Platform;
• any claim arising from errors, omissions, or inaccuracies appearing on the Platform;
• unauthorised access to, or alteration of, data or communications; or
• any loss of data arising out of, or in connection with, the use of the Platform.

If you are dissatisfied with the Platform, your sole and exclusive remedy is to discontinue using it.

You are responsible for considering the appropriateness of the Platform for your intended application and use and we give no warranty, guarantee or representation that the Platform is suitable for or meets your requirements.

We are not responsible or liable for the conduct of any user. We reserve the right to monitor or become involved in any dispute between you and another user.

Exclusions and limitation of liability

To the fullest extent permitted by law, we are not liable to you for any loss or damage you may suffer or incur in connection with your access and use of the Platform.

To the fullest extent permitted by law, we exclude liability for special, indirect or consequential damages, including damages for loss of data, loss of or claim for, revenue, profits, actual or potential business opportunities or anticipated savings or profit.

Any limitations or exclusions do not apply to our liability for loss suffered or incurred by you for:

• fraud or other unlawful acts;
• gross negligence; or
• liability that cannot be limited or excluded by law, including under the Australian Consumer Law.

Indemnity

You must indemnify and keep indemnified us, our directors, employees, contractors and agents, Related Bodies Corporate and Related Entities as defined in the Corporations Act 2001 (Cth) (together, Indemnified Persons) from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of the Indemnified Persons from any claim, demand, suit, action or proceeding by any person against any of the Indemnified Persons where such loss or liability arose directly or indirectly out of or in connection with:

• any breach of these Terms by you; or
• breach of any right of another user,

except to the extent that the loss or liability is caused or contributed to by the act or omission of any of the Indemnified Persons.

Dispute resolution

The parties must use their reasonable endeavours to resolve through negotiation all disputes, conflicts (including, without limitation, conflicts of interest) differences or questions between them arising out of or in connection with these Terms.

If within 10 business days (that is, days that are not bank holidays in Brisbane, Australia), the dispute cannot be resolved following negotiation between the parties, either party may refer the dispute for arbitration.

The parties agree to negotiate in good faith to agree on the appointment of a single arbitrator, or failing agreement as appointed by the President of The Queensland Law Society (if all the parties are situated in Australia) or (where one or more of the disputing parties is not situated in Australia) to an arbitrator appointed by the Australian Centre for International Commercial Arbitration Court (ACICA).

The arbitration will be conducted in Australia in accordance with the ACICA Rules operating at the time the dispute is referred to ACICA (the Rules).

The terms of the Rules are deemed incorporated into these Terms.

If a party fails to adhere to the terms of this clause 15 and proceedings are subsequently issued by the defaulting party, these Terms can be used as a bar to any proceedings so issued.

Termination

We reserve the right to cease operating the Platform, without notice and for any reason.

On expiry or termination of these Terms:

• access to your account will expire or cease; and
• you will not have any access to content through the Platform; and
• we will remove your account and its related information from the Platform.

We are not liable for any costs, losses or damages of any kind arising as a consequence of terminating your access to the Platform.

Contact us

If you wish to contact us or make a complaint, please contact us at [email protected].

Variation to the Terms

We may vary, amend or otherwise modify the Terms at any time.

We will publish the new terms on the Platform, at which time they will be effective.

Your continued use of the Platform following posting of the new terms constitutes your acceptance of the new terms.

Severability

If any provision of our Terms is unenforceable or invalid, it will be ineffective to the extent it is unenforceable or invalid and will not affect the enforceability or validity of the remaining provisions.

Jurisdiction

The Terms are governed by the laws in force in New South Wales, Australia.

You and we submit to the exclusive jurisdiction of the courts of New South Wales.

Last update of these Terms and Conditions : 28 October 2019

Service Provider Terms & Conditions

These Service Provider Terms and Conditions outline additional rights and responsibilities applicable to Service Providers who use and access the Innowell platform as part of their clinical practice. It is important that you read and understand them before using and accessing the platform.

These Service Provider Terms and Conditions are additional and supplementary terms to the standard Terms and Conditions for the Innowell platform.

Any capitalised terms that are used but not defined in these Service Provider Terms and Conditions have the same meaning given to those terms in the standard Terms and Conditions.

By creating an account and using the Platform, you acknowledge that you have read, understood and agree to comply with:

• these Service Provider Terms and Conditions;
• the standard Terms and Conditions;
• our Privacy Policy;
• any other terms, policies or notices published on the Platform.

If you have any questions about these Service Provider Terms and Conditions, please contact us at [email protected]. Otherwise, these Service Provider Terms and Conditions form a binding contractual agreement between the Service Provider and us. If you do not agree to the Service Provider Terms and Conditions, as amended from time to time, you must not access or use the Platform.

Acceptance

The person who is accepting these Service Provider Terms and Conditions on behalf of the Service Provider represents and warrants that he or she has complete and full authority and capacity to act on behalf of the Service Provider and that these Service Provider Terms and Conditions are binding on the Service Provider on and from acceptance of these terms.

Accessing the Platform

We will work with you (and if you are granted access to the Platform under a third party licence, that third party) to develop and implement a written plan for the content and configuration of the Platform for you and your users. If we need to change the configuration of the Platform or deviate from the agreed content and configuration plan as a result of an update, we will follow the procedure set out in clause 10 of the standard Terms and Conditions.

We will then grant you with a “Service Owner Account”. You may then, through the Service Owner Account, nominate a Service Manager and create an administration account (Service Manager Account).

You may only create on Service Manager Account on the Software.

Once the Service Manager Account has been created, the Service Manager may invite Individuals and Staff Members to create accounts and use and access the Platform in accordance with the Standard Terms.

Additional obligations for Service Providers

Security and data breaches

You must use reasonable endeavours:

• implement technical and organisational measures to protect the Platform and the data collected in and transmitted from the Platform that are appropriate and confirm with the industry practice; and
• to protect the Platform and the data collected in and transmitted from the Platform against loss or corruption.

Unless otherwise required by law, if you:

• becomes aware of or suspects a data breach; or *
• subject to an order made under any law to disclose or transfer any data collected in and transmitted by the Software;

You must:

• immediately notify us;
• provide us with a reasonable level of information sufficient to describe the actual or suspected data breach;
• provide us with any reasonable assistance required for the purposes of investigating the actual or suspected data breach; and
• comply with any reasonable direction from us with respect to remedying or avoiding the actual or suspected data breach.

Clinical Governance

You acknowledge and agree that clinical governance of the users registered with you are your responsibility. If you have concerns for a user’s care or safety in the use of the Platform, you must use your standard procedures for clinical governance to address those concerns.

Your employees, contractors or representatives, including Service Managers and Staff Members, providing clinical services while using the Platform are subject to the same clinical governance and other arrangements that would apply to you including your code of conduct and policies to ensure compliance with relevant legislative and regulatory requirements including applicable privacy and work health and safety laws. You provide your employees who will be providing clinical services while using the Platform copies of or access to all regulations, policies and procedures relevant to their work while providing clinical services while using the Platform on or before they commence with the Platform, and ensure that they are properly informed of these regulations, policies and procedures.

You indemnify and holds us harmless against any and all loss or damage, and any claim by a user arising from your failure to comply with your clinical governance obligations.

Interdependency

If you are a Service Provider who is granted access to the Platform under a third party licence, these Terms are interdependent with the terms of the third party licence agreement.

Expiry or termination of the third party licence agreement for any reason will cause these Terms to expire or be terminated contemporaneously and may cause you to lose access to the Platform.

Last update of these Terms and Conditions : 28 October 2019