Terms & Conditions of Use

IMPORTANT - PLEASE READ CAREFULLY. These Terms and Conditions govern Your access to, and use of, the Service operated by Preview Health Pty Ltd (ACN 673 075 842) and its Related Bodies Corporate. The Service includes a research-stage blood-test technology that is currently being developed and tested. It is not a medical device, diagnostic tool or therapeutic good and must not be used to make health, medical or treatment decisions. By accessing or using the Service You agree to be bound by these Terms. If You do not agree, You must not access or use the Service.

1. DEFINITIONS AND INTERPRETATION

1. In these Terms, unless the context otherwise requires, the following definitions apply:

Affiliate means, in relation to a person, any Related Body Corporate of that person and any other entity that controls, is controlled by, or is under common control with, that person, where 'control' has the meaning given in section 50AA of the Corporations Act.

APPs means the Australian Privacy Principles set out in Schedule 1 to the Privacy Act.

AUD means Australian dollars, the lawful currency of the Commonwealth of Australia.

Australian Consumer Law or ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

Company (also referred to as 'we', 'us' or 'our') means Preview Health Pty Ltd and its Related Bodies Corporate from time to time.

Confidential Information means all non-public information disclosed by or on behalf of the Company that is identified as confidential or that a reasonable person would understand to be confidential, including the Company IP, the algorithms, source code, training data, model weights, methodologies, research data, business plans and commercial information of the Company.

Content means any text, data, code, samples, images, audio, video, biological samples, results, files or other material made available through the Service, whether by the Company, a User or a third party.

Device means any device that can access the Service, including a computer, mobile phone or tablet.

Feedback means any suggestion, idea, recommendation, comment or other feedback that You provide to the Company in any form regarding the Service, including the operation, features or functionality of the Service or any research output produced by the Service.

Force Majeure Event means any event beyond the reasonable control of a party, including acts of God, fire, flood, earthquake, pandemic, epidemic, public health emergency, war, terrorism, civil unrest, riot, strike, industrial action, embargo, governmental action, court order, denial-of-service attack, failure of telecommunications or power infrastructure, or interruption of supply by a third party.

Health Information has the meaning given in section 6FA of the Privacy Act, and includes information about Your health, genetic information, biometric information used for biometric identification or verification, and personal information collected to provide a health service.

Healthcare Professional means a person registered or otherwise lawfully qualified to provide health services in Your jurisdiction, including a medical practitioner, allied health professional or other registered health practitioner.

Intellectual Property Rights means all intellectual property rights, whether registered or unregistered and anywhere in the world, including rights in or to copyright, designs, patents, trade marks, trade secrets, know-how, confidential information, source code, object code, algorithms, model architectures, model weights, training datasets, methodologies, databases, business names, logos and any other rights resulting from intellectual activity, together with all rights to apply for, register or extend the term of any of the foregoing.

Personal Information has the meaning given in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Policy means the privacy policy of the Company published at www.preview.health, as amended from time to time.

Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth).

Research Output means any data, result, score, indicator, signal, suggestion, prediction, classification, image, report or other output generated by, or in connection with, the Service or any Research Prototype, including outputs derived from spectrometry, molecular fingerprinting and machine-learning models.

Research Prototype means any pre-commercial, research-stage, experimental or beta version of a product, tool, technology, model, technique, instrument or service made available by or on behalf of the Company through the Service, including the Company's blood-test research prototype operated through laboratories at, or in collaboration with, the University of Sydney.

Sensitive Information has the meaning given in section 6 of the Privacy Act.

Service means, collectively, the Website, all related software, applications, products, tools, technologies, models, instruments, dashboards and content provided by the Company, any Research Prototype, and any service, communication or output made available by or on behalf of the Company in connection with the foregoing.

Terms means these Terms and Conditions of Use, as amended from time to time.

Third-Party Service means any service or content (including data, information, products or services) provided by a third party that may be displayed, included in, integrated with or made available through the Service.

User Content means any Content submitted, uploaded, transmitted or otherwise made available by You through, or in connection with, the Service.

Website means the website at www.preview.health and any successor, replacement or related domain operated by or on behalf of the Company.

You (or 'Your') means the individual accessing or using the Service or, where applicable, the entity on whose behalf that individual is acting.

2. In these Terms, unless the context otherwise requires:

1. the singular includes the plural and vice versa;

2. a reference to a statute, regulation, code or instrument includes any amendment, replacement or re-enactment;

3. a reference to 'including' or 'includes' means 'including, without limitation' or 'includes, without limitation';

4. a reference to a person includes a body corporate, trust, partnership, joint venture, government agency or other entity;

5. a reference to AUD or '$' is a reference to Australian dollars;

6. headings are for convenience only and do not affect interpretation; and

7. no rule of construction applies to the disadvantage of a party because that party prepared these Terms.

2. AGREEMENT AND ELIGIBILITY

1. Acceptance. Your access to and use of the Service is conditional on Your acceptance of, and continuing compliance with, these Terms and the Privacy Policy. By accessing or using the Service, by clicking 'I agree' (or any equivalent), or by providing a sample, data or information to the Company, You agree to be bound by these Terms.

2. Capacity. You represent and warrant that You are at least 18 years of age and have the legal capacity to enter into a binding contract. The Company does not knowingly permit persons under 18 to access or use the Service.

3. Authority. If You access or use the Service on behalf of an entity, You represent and warrant that You have authority to bind that entity to these Terms, and references to 'You' include that entity.

4. Privacy Policy. These Terms must be read together with the Privacy Policy, which forms part of the agreement between You and the Company.

3. THE SERVICE

1. Description. The Service comprises the Website and the Company's research-stage blood-test technology, including artificial-intelligence and machine-learning models, molecular fingerprinting techniques and spectrometry-based methods, together with any related software, content, communications and Research Outputs. The Service is delivered, in whole or in part, through laboratories at, or in collaboration with, the University of Sydney.

2. Provision. The Company will use reasonable efforts to make the Service available, but does not warrant that the Service will be available continuously, free from error, or that any defect will be corrected.

3. Variation and discontinuance. The Company may, at any time and without liability:

1. modify, suspend, withdraw, replace, or discontinue the Service or any part of the Service;

2. modify or discontinue any Research Prototype, including by changing the underlying models, methodologies or laboratory protocols; and

3. impose limits on the use of the Service, including in relation to volume, frequency, sample type, geography or category of User.

4. No commitment to commercialise. Nothing in these Terms commits the Company to commercialise, register, launch, distribute or continue to make available any Research Prototype or Research Output.

4. RESEARCH PROTOTYPE; NO MEDICAL ADVICE

1. Research-stage technology. You acknowledge and agree that:

1. the Service incorporates one or more Research Prototypes that are pre-commercial, experimental and under active development;

2. the Service has not been registered on the Australian Register of Therapeutic Goods, has not been assessed or approved by the Therapeutic Goods Administration, and is not approved or cleared by any other medical-device or therapeutic-goods regulator in Australia or elsewhere; and

3. Research Outputs are produced for research, development and informational purposes only.

2. Not a medical device or diagnostic tool. The Service, the Research Prototype and the Research Outputs:

1. are not a medical device, an in-vitro diagnostic device or a therapeutic good within the meaning of the Therapeutic Goods Act 1989 (Cth) or any equivalent legislation;

2. are not intended to diagnose, treat, cure, prevent, monitor, screen for or mitigate any disease, illness, injury or disability;

3. are not a substitute for examination, testing, diagnosis, advice, treatment or care provided by a Healthcare Professional; and

4. must not be used as the sole or primary basis for any health, medical, clinical, lifestyle, dietary, fitness, fertility, reproductive or treatment decision.

3. No medical advice. Nothing made available through the Service constitutes medical, clinical, diagnostic, nutritional, psychological or other professional advice. The Company does not have a doctor-patient, practitioner-client or fiduciary relationship with You.

4. Always consult a Healthcare Professional. You must always consult an appropriately qualified Healthcare Professional before making any decision relating to Your health, medical care or treatment, including any decision to commence, modify or discontinue any medical treatment, medication, supplement or therapy. You must not delay, disregard or substitute the advice of a Healthcare Professional in reliance on the Service or any Research Output.

5. No reliance. To the maximum extent permitted by law, You assume sole responsibility, and the Company has no liability, for any decision, action or omission undertaken by You or any third party in reliance on, or by reference to, the Service or any Research Output.

6. Emergency. The Service is not designed for, and must not be used in, an emergency. If You are experiencing a medical emergency or are concerned about Your health, You must call 000 (or the equivalent emergency number in Your jurisdiction) or attend the nearest emergency department immediately.

7. Acknowledgement. You acknowledge that You have read and understood this clause 4 and that the disclaimers in this clause are a fundamental basis on which the Service is provided to You.

5. INFORMED CONSENT FOR RESEARCH PARTICIPATION

1. Acknowledgement of research nature. By providing a sample, biological material, image, measurement, response, query, data or other input to the Service, You acknowledge that You are participating in research and development activities relating to a Research Prototype.

2. Voluntary participation. Your participation is voluntary. You may decline to provide any particular information, sample or input. Your continued use of the Service is itself a continuing affirmation of Your consent under this clause 5.

3. Specific consents. Without limiting clauses 5.1 and 5.2, You expressly consent to the Company:

1. collecting, storing, processing and analysing Your Personal Information, Sensitive Information and Health Information in accordance with the Privacy Policy and these Terms;

2. using Your Personal Information, Sensitive Information, Health Information, samples and inputs, in identifiable, coded, pseudonymised, de-identified or aggregated form, to develop, train, validate, test, refine, evaluate and improve the Service, the Research Prototype, the Company's algorithms, models and methodologies, and any future products, tools or services of the Company;

3. disclosing Your Personal Information, Sensitive Information and Health Information to the Company's Affiliates, employees, contractors, professional advisers, laboratory partners (including the University of Sydney), data processors, hosting providers and other service providers, in each case where reasonably necessary for the purposes referred to in these Terms; and

4. retaining, in de-identified or aggregated form, any insights, learnings, datasets and Research Outputs derived from Your participation, on a perpetual and irrevocable basis.

4. Withdrawal. You may withdraw Your consent at any time by ceasing to use the Service and submitting a written request to the Company under clause 11. Withdrawal of consent will not affect:

1. the lawfulness of any collection, use or disclosure undertaken before the withdrawal takes effect; or

2. the Company's continuing right to retain and use de-identified or aggregated information, model weights, algorithm parameters, datasets and Research Outputs derived from Your participation prior to withdrawal.

5. No clinical trial. Unless otherwise expressly stated in writing by the Company in respect of a particular activity, Your use of the Service does not constitute a clinical trial, clinical investigation or other regulated research activity, and the protections that may apply to a participant in such a trial or investigation do not apply to Your participation.

6. HEALTH INFORMATION AND SENSITIVE INFORMATION

1. Collection. In the course of providing the Service, the Company may collect Health Information and other Sensitive Information from or about You, including biological samples, biomarkers, spectrometric data, lifestyle information and self-reported health information.

2. Express consent. By providing such information to the Company, You expressly consent under APP 3.3 to the collection of that Sensitive Information for the purposes set out in these Terms and the Privacy Policy.

3. Use and disclosure. The Company will use and disclose Your Health Information only for purposes:

1. set out in clause 5.3;

2. set out in the Privacy Policy;

3. for which You have given consent; or

4. otherwise permitted or required by law, including under the Privacy Act, the Health Records and Information Privacy Act 2002 (NSW) (where applicable) and any other applicable privacy or health-records legislation.

4. De-identification and aggregation. The Company may, at any time, de-identify, pseudonymise or aggregate any information collected from or about You. Once information has been de-identified or aggregated, it is no longer Personal Information, and the Company may use, retain, disclose, license, commercialise and otherwise exploit that information for any lawful purpose without restriction.

5. Cross-border disclosures. Some of the Company's service providers may be located, or store information, outside Australia (including in the United States and the European Union). By providing information to the Company, You consent under APP 8.2(b) to such cross-border disclosures and acknowledge that, if You so consent, the Company is not required to take steps to ensure that the overseas recipient does not breach the APPs in relation to the information.

6. Security. The Company takes reasonable steps, having regard to the nature of the information and the state of the art, to protect Personal Information from misuse, interference, loss, unauthorised access, modification or disclosure, in accordance with APP 11. No method of transmission or storage is, however, completely secure, and the Company does not warrant the security of any information transmitted to or stored by it.

7. Access and correction. You may request access to, or correction of, Your Personal Information in accordance with the Privacy Policy. The Company may decline a request to the extent permitted by the Privacy Act or other applicable law.

8. Notifiable data breaches. The Company complies with its obligations under Part IIIC of the Privacy Act in relation to eligible data breaches.

7. ACCEPTABLE USE

1. Permitted use. You may access and use the Service only for Your own personal, non-commercial use and strictly in accordance with these Terms and any usage instructions, guidelines or limits notified by the Company.

2. Prohibited conduct. You must not, and must not attempt to, and must not permit any person to:

1. use the Service, or any Research Output, as the basis for any clinical, diagnostic, therapeutic, treatment, dietary, fertility, lifestyle or other decision affecting health, in contravention of clause 4;

2. hold out, market, distribute, on-sell or otherwise represent the Service or any Research Output as a medical device, diagnostic test, therapeutic good or clinical service;

3. use the Service in connection with the provision of a regulated health service to a third party without the prior written consent of the Company;

4. provide false, misleading or inaccurate information, samples or inputs, or impersonate any person or entity;

5. submit a sample or input from a person other than Yourself without that person's informed and documented consent;

6. upload, transmit or introduce any virus, worm, malware, trojan, time-bomb or other harmful code, or otherwise interfere with or disrupt the Service, the Company's systems or any User;

7. attempt to gain unauthorised access to any part of the Service, any account or any Company system, or test, scan or probe the security or vulnerability of the Service;

8. decompile, disassemble, reverse-engineer, derive or attempt to derive the source code, model architecture, model weights, training data, parameters, algorithms or methodologies underlying the Service or any Research Prototype, except to the limited extent that this restriction cannot lawfully be excluded;

9. use any robot, spider, scraper, data-mining tool or similar means to access, copy or extract any part of the Service, or use the Service to train, build, fine-tune or evaluate any artificial-intelligence or machine-learning model, dataset or product, in each case without the prior written consent of the Company;

10. use the Service in any manner that infringes the Intellectual Property Rights, privacy, confidentiality or other rights of any person;

11. use the Service to develop, market or supply a product, service or business that competes with the Company; or

12. use the Service in breach of any applicable law, regulation, code, standard or order, or in breach of these Terms.

3. Compliance with law. You must comply with all laws, regulations, codes and standards applicable to Your use of the Service, including those relating to privacy, health, advertising, consumer protection and export control.

4. Suspension. Without limiting clause 17, the Company may suspend, restrict or terminate Your access to the Service immediately and without notice if it reasonably suspects that You have breached this clause 7 or that suspension is necessary to protect the Service, the Company, any User or any other person.

8. USER CONTENT AND FEEDBACK

1. User Content. You retain ownership of Your User Content. You are solely responsible for Your User Content and the consequences of providing it to the Company.

2. Licence to User Content. You grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sub-licensable licence to host, store, copy, reproduce, modify, adapt, publish, translate, communicate, perform, display, distribute and otherwise use Your User Content for any purpose connected with operating, providing, developing, improving, promoting and commercialising the Service and the Company's business, including for training, validating and evaluating models, algorithms and Research Prototypes.

3. Warranties. You represent and warrant that:

1. You own, or are authorised to grant the rights granted in clause 8.2 in respect of, all User Content; and

2. Your User Content does not infringe the Intellectual Property Rights, privacy or other rights of any person, is not defamatory, misleading, deceptive or unlawful, and complies with these Terms.

4. Removal. The Company may, in its sole discretion and without notice, remove, refuse to publish, edit or restrict access to any User Content that it considers to be in breach of these Terms or otherwise objectionable.

5. Feedback. To the maximum extent permitted by law, You assign to the Company all right, title and interest (including all Intellectual Property Rights) in any Feedback You provide. To the extent that any such assignment is ineffective, You grant the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sub-licensable licence to use, reproduce, modify, adapt, exploit, distribute, sub-license and commercialise such Feedback without restriction or compensation, and You waive in favour of the Company all moral rights in the Feedback to the maximum extent permitted by law.

9. INTELLECTUAL PROPERTY

1. Ownership. As between You and the Company, all Intellectual Property Rights in and to the Service, the Research Prototype, the Research Outputs, the Website, the Content (other than User Content) and any documentation, instructions, materials, communications and trade marks made available by the Company are owned by, or licensed to, the Company.

2. AI/ML, algorithms and training data. Without limiting clause 9.1, the Company exclusively owns or holds all rights in:

1. all algorithms, source code, object code, model architectures, model weights, parameters, prompts, configurations, fine-tunings and methodologies used in the Service or any Research Prototype;

2. all training, validation and evaluation datasets compiled or generated by the Company, including any such datasets that incorporate (in identifiable, coded, pseudonymised, de-identified or aggregated form) data, samples or inputs collected from or about You; and

3. all Research Outputs and any improvements, modifications, derivatives, insights, learnings or know-how generated by, with or in connection with the Service.

3. Limited licence to You. Subject to Your continuing compliance with these Terms, the Company grants You a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for Your own personal, non-commercial purposes for the duration of these Terms.

4. Restrictions. Except as expressly permitted by these Terms or by mandatory law, You must not copy, reproduce, modify, distribute, publish, sub-license, sell, lease or otherwise commercialise the Service, the Content, the Research Outputs or any part of them, and You must not remove, obscure or alter any proprietary notice.

5. Trade marks. 'Preview Health', the Preview Health logo and any associated marks are trade marks of the Company. You must not use any of those marks in connection with any product, service or business without the prior written consent of the Company.

6. Reservation of rights. All rights not expressly granted in these Terms are reserved by the Company.

10. THIRD-PARTY SERVICES

1. Links and integrations. The Service may contain links to, or integrate with, Third-Party Services. Third-Party Services are provided by third parties and are not owned, operated or controlled by the Company.

2. No endorsement. The inclusion of, or reference to, any Third-Party Service does not constitute an endorsement, recommendation or warranty by the Company.

3. No liability. To the maximum extent permitted by law, the Company is not responsible or liable for any Third-Party Service or any act or omission of a third-party provider, and Your use of any Third-Party Service is at Your own risk and subject to the terms and policies of the relevant third party. You should review those terms and policies before using any Third-Party Service.

11. DATA RETENTION AND DELETION

1. Retention. The Company will retain Your Personal Information, Health Information and other data only for so long as is reasonably necessary to fulfil the purposes for which it was collected, to comply with the Company's legal, accounting, regulatory and reporting obligations, to enforce or defend the Company's legal rights, and to support the development, validation and improvement of the Service and any Research Prototype.

2. De-identified data. Without limiting clause 11.1, the Company may retain de-identified, pseudonymised or aggregated information, datasets, model weights, parameters and Research Outputs indefinitely, including following any termination of these Terms or any deletion request.

3. Deletion requests. You may request deletion of Your Personal Information by writing to the Company at the contact details set out in clause 25. The Company will action Your request within a reasonable time, except to the extent that:

1. the Company is required or entitled to retain the information by law (including under the Privacy Act, taxation law and corporations law);

2. the information is reasonably required for the establishment, exercise or defence of legal claims, regulatory investigations or audits;

3. the information has been de-identified, pseudonymised or aggregated, in which case clause 11.2 applies; or

4. the information is contained in routine system back-ups, archival systems or disaster-recovery copies, in which case the Company will delete that information in the ordinary course of overwriting or rotating those back-ups.

4. APP 11.2. To the extent required by APP 11.2, the Company will take reasonable steps to destroy or de-identify Personal Information when it is no longer required.

12. PRIVACY

1. Privacy Policy. The Company's collection, use and disclosure of Personal Information (including Health Information and other Sensitive Information) is governed by the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

2. Inconsistency. To the extent of any inconsistency between these Terms and the Privacy Policy in relation to the handling of Personal Information, the Privacy Policy prevails.

13. DISCLAIMERS

1. 'As is' and 'as available'. Subject to clause 14, the Service is provided to You on an 'as is' and 'as available' basis, with all faults and defects, and without warranty, condition, representation or guarantee of any kind, whether express, implied, statutory or otherwise.

2. No warranty. Without limiting clause 13.1 and subject to clause 14, the Company:

1. makes no representation or warranty that the Service will meet Your requirements, will achieve any particular result, or will be available, uninterrupted, timely, accurate, secure or error-free;

2. makes no representation or warranty as to the accuracy, reliability, currency, completeness, sensitivity, specificity or predictive value of any Research Output;

3. makes no representation or warranty that the Service or any communication sent by or on behalf of the Company will be free from viruses, malware or other harmful components; and

4. disclaims all implied warranties, conditions and guarantees, including those of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement and those that might otherwise arise from a course of dealing or trade usage.

3. Experimental nature. Without limiting any other provision, You acknowledge that the Service includes Research Prototypes and that Research Outputs may be incomplete, inaccurate, inconsistent or wrong, and may change as the underlying models and methodologies evolve.

14. AUSTRALIAN CONSUMER LAW

1. Acknowledgement. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that You may have under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified by agreement (Non-Excludable Right).

2. Limitation of remedies. If a Non-Excludable Right is breached and the relevant statute permits the Company to limit its liability for that breach, the Company's liability is limited, at the Company's election, to:

1. in the case of services, supplying the services again or paying the cost of having the services supplied again; and

2. in the case of goods, replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired.

15. LIMITATION OF LIABILITY

1. Operation of clause. This clause 15 applies to the maximum extent permitted by law and is subject to clause 14.

2. Exclusion of indirect loss. To the maximum extent permitted by law, the Company is not liable to You, whether in contract, tort (including negligence), under statute, in equity or otherwise, for any indirect, special, incidental, consequential, punitive or exemplary loss or damage, or for any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss or corruption of data, loss of anticipated savings or business interruption, in each case arising out of or in connection with the Service, the Research Prototype, any Research Output or these Terms, even if the Company has been advised of the possibility of such loss or damage.

3. Research-prototype carve-out. Without limiting clause 15.2, and to the maximum extent permitted by law, the Company has no liability whatsoever (whether direct, indirect or otherwise) arising out of or in connection with:

1. any decision (whether by You or any other person) made or omitted in reliance on the Service, any Research Prototype or any Research Output;

2. any health, medical, clinical, treatment, dietary, lifestyle, fertility, reproductive, financial or other outcome experienced by You or any other person, whether or not connected to the Service; and

3. any inaccuracy, error, omission, change or limitation in any Research Output, including any false positive, false negative, misclassification, missed signal or misleading interpretation.

4. Aggregate cap. Subject to clause 14 and to clauses 15.5 and 15.6, the Company's total aggregate liability to You arising out of or in connection with the Service and these Terms (including all claims considered together) is limited to the greater of:

1. the total fees (if any) actually paid by You to the Company under these Terms in the twelve (12) months immediately preceding the event giving rise to the liability; and

2. AUD $100.

5. Carve-outs. Nothing in this clause 15 limits or excludes liability for:

1. fraud or wilful misconduct;

2. a party's indemnity obligations under clause 16;

3. a party's breach of confidentiality obligations or infringement of the other party's Intellectual Property Rights; or

4. any liability that cannot lawfully be limited or excluded.

6. Mitigation and contribution. Your right to recover any loss or damage from the Company is reduced to the extent that You contribute to that loss or damage, or fail to take reasonable steps to mitigate that loss or damage.

7. Reasonable allocation. You acknowledge that the limitations and exclusions in this clause 15 are reasonable in light of the experimental and pre-commercial nature of the Service and form an essential part of the basis on which the Service is provided to You at the price (if any) paid.

16. INDEMNITY

1. To the maximum extent permitted by law, You indemnify the Company and its Related Bodies Corporate, and each of their respective directors, officers, employees, contractors and agents (each an Indemnified Person) from and against any loss, damage, liability, cost or expense (including reasonable legal costs on a solicitor and own-client basis) suffered or incurred by an Indemnified Person arising out of or in connection with:

1. Your breach of these Terms;

2. Your use of, or reliance on, the Service, the Research Prototype or any Research Output, including any decision made or omitted in reliance on the foregoing;

3. any User Content;

4. any negligent, unlawful, fraudulent or wilful act or omission by You; and

5. any claim by a third party arising out of or in connection with any of the matters in paragraphs (a) to (d) above.

17. SUSPENSION AND TERMINATION

1. Termination by You. You may terminate these Terms at any time by ceasing to access and use the Service.

2. Suspension and termination by the Company. The Company may, at any time, suspend, restrict, terminate or limit Your access to all or any part of the Service, with or without notice, including where:

1. the Company reasonably suspects that You have breached, or will breach, these Terms;

2. the Company is required to do so by law or by an order of a court, regulator or other authority;

3. the Company decides, in its sole discretion, to discontinue the Service or any part of it; or

4. the Company considers that suspension or termination is necessary to protect the Service, the Company, any User or any other person.

3. Effect of termination. On termination of these Terms, Your right to access and use the Service ceases immediately. Termination does not affect any rights or obligations that accrued prior to termination.

4. Survival. Clauses that by their nature are intended to survive termination, including clauses 4 (Research prototype), 6 (Health Information), 8.5 (Feedback), 9 (Intellectual Property), 11 (Data retention), 13 (Disclaimers), 14 (ACL), 15 (Limitation of liability), 16 (Indemnity), 22 (Dispute resolution) and 23 (Governing law), survive termination.

18. CHANGES TO THESE TERMS

1. Right to vary. The Company may amend these Terms at any time by publishing an updated version on the Website. The 'Last updated' date at the top of these Terms identifies when the Terms were last amended.

2. Material changes. If the Company makes a material change to these Terms, the Company will use reasonable efforts to notify You of the change by a prominent notice on the Website or, where appropriate, by email or other means at least thirty (30) days before the change takes effect.

3. Continued use. Your continued access to or use of the Service after any change takes effect constitutes Your acceptance of the amended Terms. If You do not accept the amended Terms, You must cease using the Service.

19. FORCE MAJEURE

1. The Company is not liable for any failure to perform, or any delay in performing, any obligation under these Terms to the extent that the failure or delay is caused by a Force Majeure Event. The Company will use reasonable efforts to overcome the effects of the Force Majeure Event.

20. NOTICES

1. Notices to the Company. You may give a notice to the Company by email to info@preview.health or by post to Level 17/123 Pitt Street, Sydney NSW 2000.

2. Notices to You. The Company may give a notice to You by email to the address You have provided to the Company, by notification through the Service, or by posting a notice on the Website.

3. Time of receipt. A notice is taken to be received:

1. if delivered by hand, on delivery;

2. if sent by post within Australia, on the third Business Day after the date of posting (or, for international post, on the seventh Business Day);

3. if sent by email, on the earlier of (i) the time the sender receives an automated message confirming delivery and (ii) four (4) hours after the time of sending (provided the sender does not receive a delivery-failure notification within that period); and

4. if posted on the Website, on the date of posting.

21. ASSIGNMENT AND SUBCONTRACTING

1. Your rights. You must not assign, novate, sub-license or otherwise deal with any of Your rights or obligations under these Terms without the prior written consent of the Company.

2. Company's rights. The Company may, without Your consent, assign, novate, sub-license or otherwise deal with any of its rights or obligations under these Terms, including in connection with a sale, merger, restructure, financing or other corporate transaction, or to a Related Body Corporate.

22. DISPUTE RESOLUTION

1. Notice of dispute. If a dispute arises out of or in connection with these Terms or the Service (Dispute), You must give the Company written notice of the Dispute setting out reasonable particulars of the Dispute, including the issues, the relief sought and any relevant documents (Dispute Notice).

2. Good-faith negotiations. Within twenty (20) Business Days after the Dispute Notice is given, the parties must use reasonable endeavours to resolve the Dispute by good-faith negotiation between senior representatives.

3. Mediation. If the Dispute is not resolved within twenty (20) Business Days after the Dispute Notice is given (or any longer period agreed in writing), the parties must refer the Dispute to mediation administered by the Resolution Institute in Sydney, in accordance with the Resolution Institute Mediation Rules then current. The costs of the mediator will be borne equally by the parties.

4. Court proceedings. A party must not commence court proceedings in respect of a Dispute unless the party has first complied with this clause 22, except where the party seeks urgent interlocutory or injunctive relief.

5. Continued performance. Notwithstanding the existence of a Dispute, each party must continue to perform its obligations under these Terms, except to the extent that performance is prevented by the Dispute.

23. GOVERNING LAW AND JURISDICTION

1. Governing law. These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws in force in New South Wales, Australia.

2. Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, and the courts of appeal from them, in respect of any proceedings arising out of or in connection with these Terms, the Service or any Research Output. Each party waives any objection to the jurisdiction of those courts on the ground of inconvenient forum or otherwise.

24. GENERAL

1. Entire agreement. These Terms, together with the Privacy Policy and any other terms expressly incorporated by reference, constitute the entire agreement between You and the Company in relation to their subject matter and supersede all prior agreements, representations and understandings between the parties on that subject matter.

2. Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision will be read down to the minimum extent necessary to make it valid, legal and enforceable, or, if it cannot be read down, will be severed, and the remaining provisions will continue in full force and effect.

3. Waiver. A failure or delay by a party to exercise a right under these Terms is not a waiver of that right. A waiver of a right is only effective if it is in writing and signed by the waiving party, and a waiver of a particular breach does not waive any subsequent breach.

4. Variation. Subject to clause 18, no variation of these Terms is effective unless it is in writing and signed by, or on behalf of, both parties.

5. Relationship. Nothing in these Terms creates a partnership, joint venture, employment, fiduciary or agency relationship between You and the Company.

6. No third-party rights. These Terms do not confer any rights on any person who is not a party, except that any Related Body Corporate of the Company may enforce a benefit conferred on it under these Terms.

7. Costs. Each party bears its own costs of negotiating, preparing and executing these Terms.

8. Translation. If these Terms are made available in a language other than English, You agree that the English-language version prevails to the extent of any inconsistency.

9. Counterparts. These Terms may be accepted electronically and form a binding agreement on that basis.

25. CONTACT

1. If You have any question, complaint or other inquiry in relation to these Terms or the Service, please contact the Company at:

Preview Health Pty Ltd

Level 17/123 Pitt Street, Sydney NSW 2000

Email: info@preview.health

Website: www.preview.health/contact