These terms and conditions (Terms) are entered into between Atlas Key Pty Ltd (ACN 684 862 502) (we, us or our) and you, together the Parties and each a Party.

We provide a mobile app (App) used by medical representatives and hospitals which helps to manage representatives’ access to hospitals.

You may be accessing the App as an authorised staff member of a hospital, who is our client (Account Holder). If the Account Holder’s agreement with us is suspended or terminated for any reason, your access to the App will also be suspended or terminated.

By clicking on “I accept” (or similar button or checkbox) or by using or accessing the App, you accept these Terms.

We may amend these Terms at any time, by providing written notice to you. By accepting or continuing to use the App after the notice or 30 days after notification (whichever date is earlier), ​​you agree to the amended Terms. If you do not agree to the amendment, you may cease accessing the App.

If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set out in the App Store Terms of Service.

If you access or download our mobile application from the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use the App in accordance with these Terms.  All other uses are prohibited without our prior written consent.

When using the App, you must not do or attempt to do anything that is unlawful or inappropriate, including:

• anything that would constitute a breach of an individual’s privacy (including uploading private or personal information, such as their credentials, without an individual's consent) or any other legal rights;
• using the App to defame, harass, threaten, menace or offend any person, including using the App to send unsolicited electronic messages;
• tampering with or modifying the App (including by transmitting viruses and using trojan horses);
• using data mining, robots, screen scraping or similar data gathering and extraction tools on the App; or
• facilitating or assisting a third party to do any of the above acts.

You will be required to register on the App to access the App’s features.

Depending on whether you are using the App as a medical representative or a staff member of a hospital, you will have access to different features on the App.

All personal information you provide to us will be treated in accordance with our Privacy Policy.

You agree not to share your login details with any other person. Your login is personal and you must not transfer or provide it to others.

You are responsible for keeping your login details and your username and password confidential and you will be liable for all activity via your login. You agree to immediately notify us of any unauthorised use of your login.

Some Accounts may require payment of a fee to access the App; any such fee will be set out on the App and will be due upfront in advance of each annual subscription period.

You must not pay, or attempt to pay, any fees due under these Terms by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

Taxes: You are responsible for paying any levies or taxes associated with your use of the App, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the App, the App itself, and any algorithms or machine learning models used on the App (Our Intellectual Property) will at all times be owned by us.

We authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party

You must not, without our prior written consent:

• copy, in whole or in part, any of Our Intellectual Property;
• reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
• facilitating or assisting a third party to do any of the above acts.

For the purposes of this clause 5.4, “Your Data” means the information, materials, certifications, credentials, checks, documents, qualifications and other intellectual property or data supplied by you when using the App, including any personal information collected, used, disclosed, stored, or otherwise handled in connection with the App. Your Data does not include any data or information that is generated from your usage of the App that is a back-end or internal output or an output otherwise generally not available to users of the App.

We do not own any of Your Data, but when you enter or upload any of Your Data into the App, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period afterwards). We may use Your Data (or disclose it to third party service providers) to:

• supply the App to you;
• improve, develop and protect the App; and
• send you information we think may be of interest to you based on your marketing preferences.

You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur of various networks, and may be transferred unencrypted.

When you use the App, we may create anonymised statistical data from Your Data and usage of the App (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the App, to develop new services or product offerings, to identify trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable. If you do not provide Your Data to us, it may impact your ability to use the App.

Despite anything to the contrary, without limiting any rights you may have as a consumer under the Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law):

• neither Party will be liable for Consequential Loss.
• each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that Party to mitigate its losses;
• for any failures to comply with relevant Consumer Law Rights, our liability is limited (at our discretion) to resupplying the App or paying the cost of having the App re-supplied; and
• each Party’s aggregate liability to the other arising from or in connection with these Terms will be limited to $150.

You may terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out at the end of these Terms and termination will take effect immediately.

Should we suspect that you are in breach of these Terms, we may suspend your access to the App while we investigate the suspected breach. Should we determine that you are in breach of these Terms, your access to the App will be terminated immediately.

To the extent that you are using or accessing the App on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the App and any content available on the App.

Apple has no obligation to furnish you with any maintenance and support services with respect to the App.

 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.  

You agree to comply with any applicable third-party terms when using our mobile application.  

Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. \

You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.  

‍Availability: While we strive to always make the App available to you, we do not make any promises that it will be available 100% of the time. The App may be disrupted during certain periods, including, for example, because of scheduled or emergency maintenance.

‍Disputes:  A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.  

‍Force Majeure: To the maximum extent permitted by law, we shall have no liability for any event or circumstance outside of our reasonable control.  

‍Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.  

‍Illegal Requests: We reserve the right to refuse any requests to use the App that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.  

‍Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided when you sign up to the App. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

‍Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of the App will not constitute “Consequential Loss”.

Intellectual Property Rights means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets (including the right to keep confidential information confidential), circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

‍Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.