You or Your means the registered End User of EpiSoft.
EpiSoft means EpiSoft Pty Ltd ABN 13 116 962 657.
EpiSoft System means software developed and owned by EpiSof
1. Grant of License
1.1 EpiSoft grants You a non-transferable, non-exclusive licence to use the EpiSoft System in accordance with these Terms & Conditions for the period of time (Term) and for the Permitted Purpose indicated on the EpiSoft Order Form or Licensing Agreement.
1.2 If You are granted a license by EpiSoft for a Permitted Purpose and you subsequently use the EpiSoft system for other purposes, as determined by EpiSoft, EpiSoft will be entitled to demand and seek recovery from You the additional licence fees payable for additional Permitted Purpose(s).
EpiSoft may also terminate all or any licences it may have granted to You.
2.1 You must pay any money due under these Terms & Conditions as outlined in the Order Form on demand and make all payments to the place and in the manner specified by EpiSoft from time to time and without set-off, deductions or withholdings on any account.
2.2 You agree and acknowledge that you will only use the EpiSoft System for the Permitted Purpose as defined on the EpiSoft Order Form or on the User Registration confirmation.
2.3 You will nominate individuals who will be issued user name and passwords by EpiSoft.
2.4 You will apply to EpiSoft for any additional individuals who require a user name and password. These individuals will be subject to additional subscription fees as advised by EpiSoft.
2.5 You will not access the source code or modify the operation or function of the EpiSoft System nor share access details with any other individual.
2.6 You will not copy any part of the EpiSoft System or any written materials provided to You by EpiSoft without first obtaining written permission from EpiSoft.
2.7 EpiSoft will notify You thirty (30) days prior to the expiry date of the Term of renewal of Your subscription and advise of the new subscription fee for a further Term.
2.8 Unless otherwise agreed in writing, You are responsible for the licensing of third party content such as validated collection instruments, clinical guidelines and the like developed or published in the EpiSoft System on Your behalf by EpiSoft.
2.9 Unless otherwise agreed in writing, EpiSoft will be responsible for the licensing of health knowledge bases such as drug databases or condition lists on behalf of EpiSoft End Users.
3.1 EpiSoft may remove or disable the EpiSoft System at any time without notice if the Term has expired or if You breach these Terms & Conditions.
3.2 A breach of these Terms & Conditions includes but is not limited to, sharing the EpiSoft System with unauthorised individuals, sharing related information such as training manuals, screenshots or the like with unauthorised individuals, attempting to harm or destroy data that is connected to the EpiSoft System, uploading or creating computer viruses or corrupting the security of the EpiSoft System.
3.3 If EpiSoft deems that You have breached these Terms & Conditions or You choose not to renew Your subscription, EpiSoft will provide you with a local read-only copy of the EpiSoft application inclusive of patient data that You have entered into the EpiSoft System. You will be responsible for providing hardware for the local hosting of the read-only copy.
3.4 EpiSoft will retain a copy of Your patient data only if required by law, clinical practice guidelines or relevant Ethics Committees to do so.
3. Removal or Suspension of EpiSoft System
4.1 EpiSoft may access any files on the EpiSoft System for the purpose of providing technical and / or epidemiological support.
4.2 EpiSoft will periodically access the EpiSoft System to monitor its performance and rectify any errors or deficiencies.
4.3 You must report all EpiSoft System errors and deficiencies to firstname.lastname@example.org as soon as You become aware of any errors and deficiencies and EpiSoft will repair errors and deficiencies within a reasonable time.
4.4 You must not attempt to repair the EpiSoft System nor allow any unauthorised person to attempt to repair it.
4.5 EpiSoft has the right to disable the EpiSoft System at anytime to repair faults and maintain the working order of the EpiSoft System ("Downtime").
4.6 EpiSoft will provide You with reasonable advance notice via email if Downtime is foreseeable. It is Your responsibility to maintain currency of user email addresses for this notification purpose.
4.7 EpiSoft excludes responsibility for EpiSoft System performance issues associated with Your Internet connection and any other Internet or Internet browser issues You may encounter.
5. Exclusions of Warranties and Liabilities
5.1 You acknowledge that the EpiSoft System may have inherent bugs and deficiencies. EpiSoft does not warrant that the EpiSoft System will be error free.
5.2 EpiSoft excludes all statutory or implied conditions and warranties to the extent permitted by law.
5.3 To the extent permitted by law, liability under any condition or warranty which cannot legally be excluded is limited to resupplying any goods or services covered by the relevant condition or warranty. 5.4 EpiSoft excludes all liability to You for personal injury suffered by any person and any consequential damage including but not limited to, lost revenue or lost profit or loss of data) suffered by You or any other individual.
6 Liability of Warranties & Liability
EpiSoft excludes all liability to You arising directly or indirectly as a result of or in connection with Your use of or access to the EpiSoft System.
7. Risk & Indemnities
7.1 You assume all risks and liability in relation to the EpiSoft System (including liability for injury to any person or damage to any property, whether direct or consequential).
7.2 You indemnify EpiSoft against all losses, liabilities and expenses incurred by EpiSoft as a result of:
(a) loss of, or damage to, the EpiSoft System by any cause (including lawful
(b) anything done by or with the EpiSoft System.
7.3 You must pay EpiSoft on demand any amount payable under the indemnity in
Clause 7.2 above.
You acknowledge that You do not own any intellectual property in the EpiSoft System, including any improvements or modifications to it, even where they are made by You.
8. Intellectual Property Owership
9. Data Ownership
Unless otherwise agreed between You and another party, You retain ownership in any patient data stored in the EpiSoft system.
You must notify EpiSoft immediately in writing of any actual, suspected or anticipated infringement of intellectual property that comes to Your attention. You must also co-operate fully with EpiSoft in preventing any infringements.
10. Infringement of Intellectual Property Rights
11.1 Both parties must keep all information in relation to the EpiSoft System confidential, including all patient information contained in the EpiSoft System or otherwise available to EpiSoft as a result of providing services to You (Confidential Information).
11.2 You may only use the Confidential Information for the Permitted Purpose and not copy it or any part of it.
11.3 You must promptly comply with any request by EpiSoft to return or destroy any or all copies of Confidential Information unless required by law to be retained.
11.4 Both parties must implement security practices against unauthorised copying, use and disclosure and immediately notify the other party if a party becomes aware of any unauthorised copying, use or disclosure. You must comply with any reasonable direction issued by EpiSoft regarding a suspected or actual breach.
11.5 Neither party may mention the other party in any publication, without the text being approved by the other party.
11. Confidential information
12.1 Both parties must comply with all relevant state and federal laws with respect to the handling of health records and Personal Information.
12.2 You can record a range of person identifiers in the EpiSoft System. These identifers are used for the purpose of maintaining health record data integrity within the System, for improving efficiency and productivity within Your organisation or for referencing an otherwise de-identified person for the purpose of Human Research Ethics Committee approved research. Person identifiers within the EpiSoft System should not be used for record linkage outside Your organisation except in accordance with relevant laws or research guidelines or with the express consent of the individual.
You may terminate these Terms and Conditions at the end of the Term or at any other time by giving 90 days notice to EpiSoft. Should You terminate during the Term, the annual subscription fee as outlined in the Order Form will not be refunded to You.
14. After termination
Should You not renew Your annual subscription for the EpiSoft System You will return all materials in Your possession or control to EpiSoft. EpiSoft will provide, in accordance with our industry association code of practice, a read-only copy of the application inclusive of a backup of Your data for installation and deployment in Your environment. Your access to the main database will be disabled from this time.
You must not assign, encumber or otherwise deal with the EpiSoft System or its rights under these Terms & Conditions, or agree or attempt to do so, without the consent of EpiSoft.
15. Assignment/Third Party Rights
If anything in these Terms & Conditions is unenforceable, illegal or void then it is severed and the rest of these Terms & Conditions remain in force.
17. Representations not relied on
Each party has entered into these Terms and Conditions without relying on any information or advice given or statement made (whether negligently or not) by any other party or any person purporting to represent that party.
From time to time, EpiSoft may publish amendments or variations to these Terms & Conditions. Should this occur, EpiSoft will notify End Users to electronically accept the amended Terms & Conditions.
19.1 A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.
19.2 The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.
19.3 A waiver is not effective unless it is in writing.
These Terms and Conditions prevail over the Order Form or Licensing Agreement only to the extent of any inconsistency.
This Agreement does not create or evidence a partnership or joint venture.
21. No partnership
The laws of New South Wales govern this Agreement and the parties submit to the exclusive jurisdiction of the courts of New South Wales.