Software User Agreement – Clinic Listings

Last updated: November 22, 2021

1. General

1.1 HotDoc Online Pty Ltd ABN 84 159 662 558 (We, Our or Us) operates a cloud-based patient engagement platform known as ‘HotDoc’ and the supporting software applications, services and processes (Platform), including the Listing Services.

1.2 Together with the Terms of Service, this Agreement sets out the basis on which We permit You to use the Platform. By accessing and using the Platform, You agree to be bound by this Agreement and the Terms of Service.

1.3 We may amend this Agreement and the Terms of Service at any time by publishing amended versions on Our website or by otherwise providing written notice to You. Any such amended version will apply to Your Use of the Platform from the date of its publication or Our written notice to You.

2. Your access to the Platform

2.1 You acknowledge that Your licence to access and use the Platform during the Subscription Period:

(a) is limited to Your use and access of the Listing Services only; and

(b) does not permit You to use and access the Platform for any other purposes, including to manage medical appointment bookings, communicate with Your patients or manage Your Clinic, unless You enter into a separate agreement with us to do so.

3. Subscription Period and termination

3.1 This Agreement commences on the date on which You sign up to use the Platform and will continue until terminated in accordance with this clause 3 (Subscription Period).

3.2 Either party (a notifying party) may terminate this Agreement immediately (in whole or in part) by notice to the other party:

(a) if the other party has materially breached any of its obligations under this Agreement and
the breach:

(i) is not capable of being remedied; or

(ii) is not remedied by the other party within thirty (30) days of being requested to do so by the notifying party.

3.3 Either party may terminate this Agreement at any time and for any reason by providing thirty (30) days’ written notice to the other party.

3.4 On expiry or termination of this Agreement for any reason, all rights and licences granted to You under this Agreement and the Terms of Service will cease.

3.5 Expiry or termination of this Agreement for any reason will not affect:

(a) the rights of either party against the other that accrued before expiry or termination or that otherwise relate to or may arise at any future time from any breach or non-observance of obligations under this Agreement that arose before expiry or termination; or

(b) any provision of this Agreement that are intended by their nature to survive termination or expiration.

4. Your obligations

4.1 You must comply and must procure that each member of Your Personnel who You have enabled to use the Platform complies with this Agreement and the Terms of Service, and any other operating procedures and instructions as notified by Us, at all times.

4.2 Any breach of this Agreement or the Terms of Service by Your Personnel will be deemed to be a breach by You.

4.3 You represent and warrant that You:

(a) have full capacity and authority to enter into and to perform this Agreement and the Terms of Service; and

(b) will comply with all applicable laws in connection with the exercise of Your rights or performance of Your obligations under this Agreement and the Terms of Service, including by obtaining any licences or approvals that You may require for that purpose.

4.4 You are solely responsible and We are not responsible for Your Content and Your Listing, including where a draft of Your Listing is pre-populated by Us prior to its online publication by You, and You assume all liability in relation to Your Content and Your Listing, including any individual’s reliance on their completeness, quality or accuracy.

4.5 You undertake to ensure that Your Content and Your Listing does not comprise any Content that:

(a) is false, inaccurate or intentionally misleading;

(b) violates any third-party right (including Intellectual Property);

(d) breaches this Agreement or the Terms of Service.

4.6 You confirm that You have obtained the consent of any individual about whom information or images are contained in or published via Your Listing.

4.7 You understand that we have the right, but no obligation whatsoever, to moderate Your Content and Your Listing and we may choose not to display Your Content or Your Listing (for example, if we consider that either of these are not accurate or breach this Agreement or the Terms of Service).

4.8 You may not imply or communicate that Your Content or Your Listing is in any way sponsored or endorsed by Us.

4.9 You indemnify, hold harmless and defend Us and Our Personnel (together, those indemnified) from and against any Loss incurred or suffered by any of those indemnified in connection with any allegation or claim brought against any of those indemnified by a third party:

(a) due to a breach of this Agreement or the Terms of Service by You; or

(b) that Your Content or Your Listing infringes a third party’s rights (including Intellectual Property) or breaches any applicable law.

5. Definitions

(a) Agreement means this Software User Agreement – Clinic Listings, as amended from time to time.

(b) Clinic means a medical practice, healthcare practice, practitioner or other organised or incorporated body that provides healthcare services and has entered into this Agreement with Us for access to and use of the Platform.

(c) Content means text, images, photos, audio, video, logos or other branding information (in any form) and all other forms of media, data, materials or communications.

(d) Intellectual Property means all intellectual property rights throughout the world, whether registered or unregistered, including rights in respect of copyright, designs, circuit layouts, trademarks, know-how, confidential information, patents, inventions and discoveries and right to apply for registration of such rights.

(e) Listing Services means online Clinic profile functionality within a directory on the Platform and necessary ancillary services that enable that functionality.

(f) Loss means loss, damage, liability, charge, expense, outgoing payment or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind.

(g) Personnel means a party’s and its subcontractors’ employees, partners, agents and subcontractors.

(h) Subscription Period has the meaning given in clause 3.

(i) Terms of Service means HotDoc’s terms of service for all Clinics and their representatives that are published on the HotDoc website at https://practices.hotdoc.com.au/terms-of-services-clinics/, as amended from time to time.

(j) You or Your is a reference to you, a Clinic user of the Listing Services.

(k) Your Content means Content that You submit or transmit to, through or in connection with the Platform, including information that You upload to Your Clinic profile or account.

(l) Your Listing means Your online Clinic profile on the Platform.