EULA

1. THE LICENCE

1.1. ConcertRX grants the User, a non-exclusive, non-transferrable and non-sublicensable licence to enable the User to use the ConcertRX Applications (Licence) in accordance with the Subscription Agreement selected by the Pharmacy.

1.2. User acknowledges that ConcertRX retains the right, in its sole discretion, to upgrade or modify the ConcertRX Applications from time to time. Software updates, which will be provided to the User, will be subject to this Agreement.

1.3. ConcertRX will use its best endeavours to ensure that any modifications to the ConcertRX Applications have minimal impact on the User’s use of the ConcertRX Applications.

2. SOFTWARE INSTALLATION

2.1. ConcertRX, or its nominated service provider, shall provide User with any technical support reasonably required to install the ConcertRX Applications.

1. THE LICENCE

3.1. The User must not use the ConcertRX Applications in the conduct of the business of any party other than the Pharmacy.

3.2. The User must conduct themselves honestly and in good faith at all times when using the ConcertRX Applications.

3.3. The User must obtain and document the consent of Pharmacy customers under the Privacy Laws to enter their Personal Information on ConcertRX Applications and to communicate with them using the ConcertRX Applications, and must cease use of ConcertRX Applications for a Pharmacy customer where consent is withdrawn.

3.4. The User must not use ConcertRX Applications to promote Pharmacy products to Pharmacy customers.

4. PROPRIETARY RIGHTS

4.1. User acknowledges and agrees that ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the ConcertRX Applications, including any derivatives, new version releases, updates, enhancements, modifications or improvements made, and in the Confidential Information of ConcertRX, is and shall remain vested in ConcertRX and/or its affiliates.

4.2. In addition, all other aspects of the ConcertRX Applications, including without limitation, programs, methods of processing, design and structure of individual programs and their interaction and programming techniques employed shall remain the sole and exclusive property of ConcertRX and shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly, by User to any third party. User agrees: (i) not to modify or create any derivative work of the ConcertRX Applications or any portion thereof; and (ii) not to reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organisation) from the ConcertRX Applications.

5. TERMINATION

5.1. This Agreement may be terminated:

  1. by either party on 30 days’ written notice if the other party commits a material breach of this Agreement and fails to adequately remedy it within 30 days’ notice;
  2. by either party, without notice, if the other party goes into administration or liquidation or enters into any arrangement with that party’s creditors; or

5.2. This Agreement will automatically termination on cessation of the Subscription Agreement.

5.3. Upon the termination of this Agreement (however caused), the User must either return or destroy any ConcertRX Confidential Information which may be in its possession or control.

6. THIRD PARY CONTENT AND HOSTING

6.1. User acknowledges that the ConcertRX Applications incorporates Third Party Content. ConcertRX does not endorse, and is not responsible for, the Third Party Content and has no control over or rights in that Third Party Content.

6.2. To the maximum extent permitted by Law (including the Australian Consumer Law), ConcertRX does not give any representation or warranty as to the reliability, timeliness, availability, accuracy, quality, integrity or reliability of any Third Party Content, including if it is integrated with the ConcertRX Applications, and will have no responsibility or liability to User or any other person arising from or in connection with any error, defect or inaccuracy in, or unavailability of or inability to access, any Third Party Content.

7. RIGHT TO SUSPEND OR REVOKE ACCESS

7.1. ConcertRX may immediately suspend User's access to the ConcertRX Applications if:

  1. Either User or the Pharmacy are in breach of the Subscription Agreement, any provision of this Agreement, or any applicable law;
  2. ConcertRX reasonably considers that User's access or use of the ConcertRX Applications is causing a detrimental technical or operational system issue or poses a security risk to ConcertRX's systems.

7.2. ConcertRX may suspend User's access to the ConcertRX Applications, if ConcertRX is required to undertake repair or maintenance of any part of the ConcertRX Applications. In such circumstances, ConcertRX shall use reasonable endeavours to minimise the extent and duration of such suspension.

8. DISCLAIMER OF WARRANTIES

8.1. ConcertRX makes no representations or warranties of any kind to User or to any other person or entity with respect to the ConcertRX Applications and disclaims all express and implied warranties, including without limitation warranties of merchantability and fitness for a particular purpose.

9. LIMITATIONS

9.1. User acknowledges and agrees that, to the extent permitted by Law (including the Australian Consumer Law if applicable), the ConcertRX Applications (including as it may incorporate or interact with any Third Party Content) is made available "as is" and ConcertRX makes no representation, warranty or guarantee that:

  1. the ConcertRX Applications will operate in combination with any other hardware, software or platform used by the User;
  2. the ConcertRX Applications will meet User's requirements or expectations; and
  3. any information generated by or extracted from the ConcertRX Applications, will be accurate, free from defects, bugs, errors or omissions,
or otherwise in relation to non-infringement, title, fitness for a particular purpose, functionality, availability or merchantability.

10. INDEMNITIES

10.1. Without limiting any other indemnities given by User under this Agreement, User shall defend, hold harmless and indemnify ConcertRX, its Related Bodies Corporate and personnel (the ConcertRX Indemnified Parties) from and against any Loss suffered or incurred by the ConcertRX Indemnified Parties arising out of or in connection with:

  1. any fraud, wilful misconduct or negligence by User or its personnel;
  2. any third party claim relating to the User's or Pharmacy's use of the ConcertRX Applications or any Third Party Content or service (other than a claim arising from ConcertRX' breach of this Agreement or negligent conduct); or
  3. any use by the User of ConcertRX Applications in contravention of the Privacy Laws or the Spam Act 2003 (Cth).

11. GOVERNING LAW

11.1. This Agreement is governed by the laws of New South Wales and the Parties submit to the jurisdiction of the Courts of New South Wales in relation to this Agreement.

12. NO WAIVER

12.1. No failure to exercise and no delay in exercising any right, power or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise, of that or any other right, power or remedy.

13. SEVERABILITY AND ENTIRE AGREEMENT

13.1. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision must, to the extent of the invalidity, illegality or unenforceability be ignored in the interpretation of this Agreement and all the other provisions of this Agreement will remain in full force and effect.

13.2. This Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes all prior representations and agreements in connection with that subject matter.

In this document unless the context otherwise requires:

  • Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time.
  • ConcertRX means ConcertRX Pty Ltd, ABN 77 659 713 176.
  • ConcertRX Applications means the ConcertRX website portal, databases, proprietary software and information technology systems utilised by ConcertRX to provide subscription services to the Pharmacy.
  • Confidential Information means all information relating to the business of a party, the ConcertRX Applications, the Licence, or any confidential information, including but not limited to all information or data which has been or may be disclosed by or on behalf of a party (whether orally, in writing or otherwise) including but not limited to designs, specifications, systems, processes, statements, trade secrets, technical information or data related to the operations and dealings of a party and its business, its finances, marketing or product information, technology, trade-secrets, business secrets, knowhow and confidential information but does not include information which is in or becomes part of the public domain other than through a breach of this Agreement by a party receiving Confidential Information.
  • Intellectual Property Rights means all intellectual and industrial property rights throughout the world, whether registered or unregistered, including trade marks, designs, patents, inventions, circuit layouts, copyright and analogous rights, confidential information, know-how and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of 14 July 1967 as amended from time to time.
  • Personal Information means any information or an opinion about an identified individual, or an individual who is reasonably identifiable, as defined in the Privacy Laws.
  • Pharmacy means the retail pharmacy where the ConcertRX Applications is used and which is party to a current Subscription Agreement.
  • Privacy Laws means:
    1. the Privacy Act 1988 (Cth);
    2. the Australian Privacy Principles contained in Schedule 1 of the Privacy Act 1988;
    3. any approved privacy codes that apply to any of the parties; and
    4. all other applicable laws that require a person to observe privacy or confidentiality obligations in respect of Personal Information in Australia, in each case as amended from time to time, and any applicable equivalent legislation from other jurisdictions which applies to Personal Information of Pharmacy customers entered into the ConcertRX Applications.
  • Subscription Agreement means the commercial licence agreement entered into between ConcertRX and the Pharmacy for use of the ConcertRX Applications.
  • Third Party Content means content developed for, or used in, the ConcertRX Applications by a party who is not the User or its personnel or ConcertRX.