Health Partners App End-User Licence Agreement

Your use of the Health Partners app is subject to:

• the End User Licence Agreement for the Health Partners app software; and
• the terms and conditions for use of Health Partners’ online services,

each of which are set out below. Your use of the app and online services is conditional upon you agreeing to these terms. By installing, using or accessing the app, you are considered to have accepted the terms set out in this document.

End User Licence Agreement

1. Governing Document

1.1 The terms of this document govern the relationship between the user (you or User) and Health Partners Limited (ACN 128 282 904) (Company) in respect of your use of the Software.

1.2 Your entitlement to use the Software is conditional upon you agreeing to the terms set out in this document. The Software is offered to you for use by you on condition that you read and accept this document and agree to be bound by its terms.

1.3 By installing, using or accessing the Software, you are considered to have accepted the terms set out in this document. If you do not agree with or otherwise wish to accept the terms set out in this document, you must not install, use or access the Software.

2. Definitions and interpretation clauses

2.1 Definitions

In this agreement:

Account	means an account with the Company for use in conjunction with the Services.
Apple	means Apple Inc. of 1 Infinite Loop, Cupertino, California, USA.
Business Day	means a day on which banks are open for business in Adelaide, South Australia excluding a Saturday, Sunday or public holiday in that city.
Device	means a single device owned or controlled by the User.
Generated Content	means content generated, created, made or otherwise brought about as a result of using the Software.
Google	means Google LLC of 1600 Amphitheatre Parkway, Mountain View, California, USA.
Intellectual Property	includes all rights throughout the world in relation to patents, copyright (including moral rights), designs, registered and unregistered trade marks, trade secrets, know-how and confidential information and all other intellectual property and any right to register those rights, whether created before or after the date of this document, and in all cases for the duration of those rights and any renewal.
iOS App Store	means the App Store operated by Apple in respect of its devices running the iOS operating system.
Policy	means a health insurance policy provided by the Company.
Provider	means a third party provider that provides the User with access to the Software, or certain functionality integrated within the Software or Services. Examples of potential Providers include Apple and Google LLC.
Services	means services offered by the Company for use in conjunction with the Software (if any).
Software	means the software application licensed by the Company to which this document applies.
Update	means an update supplied by the Company that replaces or supplements the original Software.

2.2 Interpretation

In this document unless a contrary intention is expressed:

a. headings and italicised words, highlighted or bold type fonts do not affect the interpretation of this document;

b. the singular includes the plural and the plural includes the singular;

c. a gender includes all other genders;

d. other parts of speech and grammatical forms of a word or phrase defined in this document have a corresponding meaning;

e. a reference to a ‘person’ includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any government agency (whether or not having a separate legal personality);

f. a reference to any thing (including any right) includes a part of that thing, but nothing in this clause 2.2 (f) implies that performance of part of an obligation constitutes performance of the obligation;

g. a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this document and a reference to this document includes any clause, annexure, exhibit and schedule;

h. a reference to a document (including this document) includes all amendments or supplements to, or replacements or novations of, that document;

i. a reference to a party to any document includes that party’s successors and permitted assigns;

j. a reference to time is to Adelaide, South Australia time;

k. a reference to an agreement other than this document includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

l. a reference to a document includes any agreement or contract in writing, or any certificate, notice, deed, instrument or other document of any kind;

m. a provision of this document may not be construed adversely to a party solely on the ground that the party was responsible for the preparation of this document or the preparation or proposal of that provision;

n. a reference to a body, other than a party to this document (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

o. the words ‘include’, ‘including’, ‘for example’, ‘such as’ or any form of those words or similar expressions in this document do not limit what else is included and must be construed as if they are followed by the words ‘without limitation’, unless there is express wording to the contrary;

p. a reference to a day is to the period of time commencing at midnight and ending 24 hours later;

q. if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;

r. if an act or event must occur or be performed on or by a specified day and occurs or is performed after 5:00 pm on that day, it is taken to have occurred or been done on the next day; and

s. a reference to ‘$’, ‘A$’, ‘AUD’, ‘dollars’ or ‘Dollars’ is a reference to the lawful currency of the Commonwealth of Australia.

2.3 Business Day

If anything under this document is required to be done by or on a day that is not a Business Day that thing must be done by or on the next Business Day.

3. Software

3.1 Software Licence

Subject to the terms of this document, the Company grants the User a non-exclusive, non-transferable licence to:

a. use the Software on a single Device as permitted by the Usage Rules set forth in the iOS App Store Terms of Service (which can be viewed at http://www.apple.com/legal/itunes/au/terms.html), or such greater number of Devices as is provided for in Apple’s Usage Rules, if the Software was acquired from the iOS App Store; or

b. use the Software on a single Device as permitted by the Terms set forth in the Google Play Terms of Service (which can be viewed at https://play.google.com/intl/en-us_us/about/play-terms/index.html); and

c. use the Software on a single Device, in all other cases.

3.2 Restrictions

a. You must not rent, lease, lend, sell, transfer, redistribute or sublicense the Software, or make the Software available over a network where it could be used by multiple Devices at the same time, unless permitted by Apple’s Usage Rules, or Google Play’s Terms. If you sell or otherwise dispose of, transfer or assign any Devices containing the Software, any copies of the Software must be removed before doing so.

b. Other than as expressly provided in this document or otherwise permitted by law, you must not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, or any part thereof.

3.3 Intellectual Property

The Company retains all right, title and interest to all Intellectual Property rights subsisting in the Software, any Updates, the Services, and any part thereof.

4. Updates

4.1 Terms

The terms of this document (as amended pursuant to clause 15.1), will govern any Updates, unless such an Update is accompanied by a separate licence supplied by the Company in which case the terms of that licence will govern to the extent provided for.

4.2 Acknowledgements

The User acknowledges and agrees that the Company:

a. is under no obligation to provide any Updates;

b. can use Updates to add, remove, modify or otherwise alter features of the Software at its sole discretion, and that such changes will not be a
breach of this document;

c. can require the User to install Updates to the Software in order to continue using the Services; and

d. can provide Updates in such a manner that the Software is unable to be reverted to its previous state.

4.3 Other Software

In order to obtain, install, update, access, use, or continue to access or use the Software and/or Services, the User may also be required to
update third party software (such as the operating system) on its Device.

The User acknowledges and agrees that:

a. the Company is not responsible for such third party updates;

b. such third party updates may be subject to their own terms and conditions, which the Company strongly recommends the User review prior to implementing the third party update; and

c. if the User is unable or unwilling to obtain or install such third party updates, the User may be unable to obtain, install, update, access, use, or continue to access or use the Software and/or Services.

5. Services

Some or all of the functionality of the Software may be dependent on Services offered by the Company, and that the provision of these Services may require you to establish an Account.

You acknowledge and agree that your use of the Services and your Account may be subject to further terms and conditions, including but not limited to the Company’s terms and conditions for the Company’s Online Services available at www.healthpartners.com.au/online-services-terms.

In the event that you do not agree to the terms and conditions applicable to the Services, or otherwise fail to establish a required Account, you may be unable to use some or all of the functionality of the Software.

6. Advertising

You acknowledge and agree that:

a. the Software and/or the Services may feature advertisements from the Company and/or third parties;

b. the Company may at its sole discretion introduce advertising into any Software or Services that do not presently contain advertising;

c. the Company is not responsible for the content of any third party advertisements, nor the content of any website or other materials that may be linked to by third party advertisements, and the User views such third party websites and materials at its sole risk; and

d. the provision of information to third party advertisers by the Company is permitted and governed by the Company’s Privacy Policy (see clause 14).

7. Your Obligations

7.1 Policy

a. In order to use some or all features of the Software and/or Services you may be required to hold a current Policy. You acknowledge and agree that without such Policy you may not be able to access certain functionality of the Software and/or Services.

b. Your Policy (if any) will be subject to fees and separate terms and conditions. You agree that the terms and conditions applicable to your Policy prevail in the event of any inconsistency with this document.

c. Your entry into this document and your use of the Software do not and will not, in and of themselves, provide you with any health insurance coverage or other related services. The Company will only provide you with health insurance benefits in accordance with your Policy.

d. You should consider carefully whether any Policy is suitable for your needs. The Company’s Product Disclosure Statement includes important information about taking out private health cover with the Company, and is available at http://www.healthpartners.com.au/memberguide.

7.2 Restricted Parties

You warrant and represent that the following statements are true and correct:

a. you are not located in a country that is subject to an embargo by the government of the United States of America or the Commonwealth of Australia; and

b. you are not included on any list of prohibited or restricted parties by the government of the United States of America or the Commonwealth of Australia.

7.3 Third Party Services

a. You may be required to use certain third party services (for example, a Provider’s software marketplace) in order to obtain, install, update, access, use, or continue to access or use the Software and/or Services.

b. Access to the Software and/or Services, or parts thereof, may require your Device to be connected to the internet or require other third party services.

c. Your use of third party services may be subject to fees and separate terms and conditions, and you acknowledge that the Company is not liable for the activities of any such third parties.

d. You must comply with any applicable third party terms of agreement when using the Software and/or Services. You are responsible for ensuring that your installation and use of the Software and/or Services does not cause you to exceed any data usage quotas or other limitations that may apply to your internet service or other services acquired from third parties.

e. The Software and Services may contain links (including via advertisements) to third party websites or other third party content or services. Those links are provided for convenience only and may not remain current or be maintained. You acknowledge that such links should not be construed as an endorsement, approval or recommendation by us of the third parties, or of any content or services provided by them, and that your use of any third party content or services may be subject to separate terms and conditions.

7.4 Restrictions

You agree that you will not:

a. attempt to disrupt the normal operation of the Software or Services, or any infrastructure operated by the Company or other business activities of the Company;

b. attempt to gain unauthorised access to the Software and/or the Services;

c. make any automated use of the Software and/or the Services;

d. impersonate any other person in using of the Software and/or Services; or

e. use the Software and/or the Services in connection with the actual or attempted contravention of any applicable laws.

8. App Software Marketplaces

8.1 iOS App Store

If you obtained the Software from the iOS App Store, you and the Company acknowledge and agree that:

a. this document is concluded between you and the Company only, and not with Apple, and the Company, not Apple, is solely responsible for the Software and the content thereof;

b. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software, either under this document or applicable law;

c. the Company, not Apple, is responsible for addressing any claims of you or any third party relating to the Software or your possession and/or use of the Software, including but not limited to:

• i. product liability claims;
• ii. any claim that the Software fails to conform to any applicable legal or regulatory requirement; or
• iii. claims arising under consumer protection or similar legislation;

d. in the event of any third party claim that the Software or your possession and/or use of the Software infringes that third party’s Intellectual Property rights, the Company, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such claim;

e. Apple, and Apple’s subsidiaries, are third party beneficiaries of this document; and

f. upon your acceptance of this document, Apple will have the right (and will be deemed to have accepted the right) to enforce this document against you as a third party beneficiary thereof.

8.2 Google Play Service

If you obtained the Software from the Google Play Service, you and the Company acknowledge and agree that:

a. this document is concluded between you and the Company only, and not with Google, and the Company, not Google, is solely responsible for the Software and the content thereof;

b. Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Software, either under this document or applicable law;

c. the Company, not Google, is responsible for addressing any claims of you or any third party relating to the Software or your possession and/ or use of the Software, including but not limited to:

• i. product liability claims;
• ii. any claim that the Software fails to conform to any applicable legal or regulatory requirement; or
• iii. claims arising under consumer protection or similar legislation;

d. in the event of any third party claim that the Software or your possession and/or use of the Software infringes that third party’s Intellectual Property rights, the Company, not Google, will be solely responsible for the investigation, defence, settlement and discharge of any such claim;

e. Google, and Google’s subsidiaries, are third party beneficiaries of this document; and

f. upon your acceptance of this document, Google will have the right (and will be deemed to have accepted the right) to enforce this
document against you as a third party beneficiary thereof.

9. Support

Unless otherwise specified in this document or agreed pursuant to a separate written agreement between you and the Company, the Company will not be obliged to support the Software or the Services, whether by providing advice, training, error-correction, modifications, updates (including Updates), new releases or enhancements or otherwise, or to provide any hosting, telecommunication, internet or other services in relation to the use of the Software or the Service by you.

10. Duration of Licence

10.1 Term

Subject to clause 10.2, the licence granted to you by clause 3.1 is granted in perpetuity.

10.2 Termination

This licence can be immediately terminated by the Company in the following circumstances:

a. you are in breach of any term of this document, or threaten to breach any term of this document;

b. you, being a corporation, become the subject of insolvency proceedings, or threaten to do so;

c. you, being a firm or partnership, are dissolved, or threaten to be dissolved;

d. you destroy the Software for any reason, or threaten to do so; or

e. you so elect in writing.

Upon termination, you will destroy any remaining copies of the Software and any associated documentation or otherwise return or dispose of such material in the manner directed by the Company.

Termination pursuant to this clause will not affect any rights or remedies which the Company may have otherwise under this document or at law.

Nothing in this clause limits any right the Company may have pursuant to this document to modify the Software by way of Update, including by removing any features from the Software, or to modify or cease offering the Services or any part thereof.

11. Warranty

a. You acknowledge that the Software and Services cannot be guaranteed to be error free and further acknowledge that the existence of any such errors will not constitute a breach of this document.

b. Except as expressly provided to the contrary in this document, and to the full extent permitted by applicable law, the Company will not be liable to you or the User for any loss, including special, indirect or consequential damages (such as loss of profits), or claim, arising out of breach of this document or arising out of the supply of defective Software or Services.

c. Without limiting the preceding paragraph, to the full extent permitted by applicable law, the Company’s liability for any term, condition, guarantee or warranty that is implied by law and cannot lawfully be excluded by the Company, including the consumer guarantees set out in the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and all similar or equivalent legislation, rules and regulations is limited to (at the Company’s option):

• i. in the case of goods, including the Software (to the extent the Software is considered a good under applicable law) – repairing, replacing or supplying equivalent goods, or paying the cost of any of those remedies to you; or
• ii. in the case of services, including the Services – supplying the services again or paying the cost of having the services supplied again.

d. Without limiting or affecting any other provision of this document, to the full extent permitted by applicable law, the Company’s maximum aggregate liability to you for any losses you incur or claims you make against us is limited to the sum of AUD$10.

e. You acknowledge that you have exercised your independent judgment in acquiring the Software and the Services and have not relied on any representation made by the Company which has not been stated expressly in this document or upon descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by the Company.

f. If you purchased the Software from the iOS App Store, in the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price to you. You acknowledge that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, damages, costs or expenses attributable to any failure to conform to any warranty will be dealt with by the Company in accordance with this document.

g. If you purchased the Software from the Google Play Service, in the event of any failure of the Software to conform to any applicable warranty, you may contact Google in line with their Refund Policy. The Policy details information about your rights to withdraw, cancel, or return purchases for a refund. Except as expressly set out in Google Play’s Refund Policies or the refund policies of the Company, all sales are final, and no returns, replacements or refunds are permitted. If a replacement, return or refund is granted for any transaction, the transaction may be reversed, and you may no longer be able to access the Content that you acquired through that transaction.

12. Intellectual Property

12.1 No Transfer

This document does not constitute a transfer or conveyance of any Intellectual Property owned by the Company as at the date of this document, including but not limited to all Intellectual Property associated with the Software and the Services, and its functionality, features and content, or operate as a future transfer of any Intellectual Property owned by the Company any time thereafter.

12.2 Acknowledgement

You acknowledge that the Software and any materials provided in the course of supplying the Services are protected by copyright and may also be protected as other forms of Intellectual Property owned by the Company. You will not during the term of this document, or at any time after its termination, undertake or permit any act which infringes or attempts to infringe those Intellectual Property rights. Without limiting the generality of the foregoing, you specifically acknowledge that you must not copy the Software except as otherwise expressly authorised or acknowledged by this document.

12.3 Reverse Engineering

You must not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Software or the Services, or any output from the Software or any files related to the Software or the Services.

12.4 Indemnity

You will indemnify the Company fully against all liabilities, costs, losses, claims and expenses which the Company may incur to a third party as a result of your breach of any of the provisions of this document.

12.5 Generated Content

The Software and/or the Services may allow you to create Generated Content. To the extent that any Generated Content created by you gives rise to any Intellectual Property rights, you will retain ownership of these, and are deemed to automatically grant to the Company a worldwide, perpetual, irrevocable, royalty-free, fee-free, fully transferable and sub-licensable licence to use, exploit or modify your Generated Content in any way and for any purpose, without compensation to you. You further agree not to enforce, and otherwise waive to the fullest extent legally possible, any moral rights that you may have now or in the future in respect of your Generated Content.

13. Security

a. Unfortunately, no data transmission over the internet can be guaranteed as totally secure. Whilst the Company strives to protect such information, it does not warrant and cannot ensure the security of any information transmitted to it by you. Accordingly, any information transmitted to the Company via the Software or Services is transmitted at your sole risk. Nevertheless, once the Company receives transmissions from Users, it will take reasonable steps to preserve the security of such information.

b. Users must take their own precautions to ensure that the process which they employ for accessing the Software and/or the Services does not expose them to the risk of viruses, malicious computer code or other forms of interference which may damage their Devices. For the removal of doubt, the Company does not accept responsibility for any interference or damage to your Devices which arises in connection with its use of the Software and/or the Services.

14. Privacy

14.1 Privacy Policy

The Company undertakes to comply with the terms of its Privacy Policy in respect of the Software and the Services. This can be viewed at www.healthpartners.com.au/privacypolicy, and this Privacy Policy (as updated from time to time) is incorporated into, and forms part of, the terms of this document.

14.2 Consent to Use of Data

You agree that the Company may collect and use technical data and related information, including but not limited to technical information about the Software, the Services, the Products, your Devices, system and application software, and peripherals that is gathered periodically. In addition to any other rights it may have to use this information pursuant to its Privacy Policy, the Company may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

15. General

15.1 Amendment

The Company reserves the right to amend, revise or replace this document from time to time. Amendments, revisions and replacements will be effective immediately upon posting through the Software or at www.healthpartners.com.au/appuseragreement, unless a later effective date is specified. Continued use of the Software or Services by you following such notification represents your agreement to be bound by the terms of this document as amended, revised or replaced, and your understanding and acceptance of the amended, revised or replaced document.

15.2 Assignment

a. You cannot assign, novate or otherwise transfer any of your rights or obligations under this document without the prior written consent of the Company which consent can be granted or withheld in the absolute discretion of the Company.

b. The Company can assign, novate or otherwise transfer any of its rights or obligations under this document at its sole discretion, without notice to you.

c. An assignment in breach of clause 15.2(a) is intended by the parties to be void and of no force and effect.

d. A breach of clause 15.2(a) by you entitles the Company to terminate this document.

15.3 Waiver

a. A waiver of a right, remedy or power by the Company must be in writing and signed.

b. The Company does not waive a right, remedy or power if it delays in exercising, fails to exercise or only partially exercises that right, remedy or power.

c. A waiver given by the Company in accordance with clause 15.3(a):

• i. is only effective in relation to the particular obligation or breach in respect of which it is given and is not to be construed as a waiver of that obligation or breach on any other occasion; and
• ii. does not preclude the Company from enforcing or exercising any other right, remedy or power under this document nor is it to be construed as a waiver of any other obligation or breach.

15.4 Severance

If a provision in this document is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from this document for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of this document.

15.5 Governing law and jurisdiction

a. This document is governed by and is to be construed under the laws in force in South Australia.

b. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in South Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this document. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

15.6 No reliance

You acknowledge and agree that you have not relied on any statement by the Company which has not been expressly included in this document.

15.7 Entire agreement

This document states all of the express terms of the agreement between the parties in respect of use of the Software. It supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

As noted elsewhere in this document, use by you of the Services, other Products, Devices, software or services may be subject to further terms.

15.8 Exercise of rights

a. Unless expressly required by the terms of this document, the Company is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this document.

b. The Company may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this document. You must comply with any such conditions when relying on the consent, approval or waiver.

15.9 Clauses that survive termination

a. Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the termination of this document, the following clauses survive the termination of this document:

• i. clause 2;
• ii. clause 3.2 and 3.3;
• iii. clause 7.3(c) and 7.4;
• iv. clauses 8, 9, 11, 12, 13 and 14; and
• v. clauses 15.5 and 15.7, and this clause 15.9.

b. Each indemnity offered by you in this document is a continuing obligation, independent from the other obligations of the parties and survives the termination of this document. It is not necessary for the Company to incur expense or make payment before enforcing a right of indemnity against you under this document.

16. Contact

In the event that you need to contact the Company regarding this document or the Software, please use the following details:

Health Partners Limited (ACN 128 282 904)
Address Level 3, 101 Pirie Street, Adelaide, South Australia, 5000
Telephone +61 1300 113 113
Email ask@healthpartners.com.au

17. No Partnership

17.1 Nothing contained in this agreement shall constitute a partnership or joint venture between you and the Company.

Health Partners Online Services Terms and Conditions

Please also see Health Partners Online Services Terms and Conditions, which apply to your access to and use of the Health Partners:
a. Website;
b. Mobile Applications (Health Partners app); and
c. Members Online portal,
(together our Online Services).