Care AI – Terms of Service

Platform Terms of Service

1. 1. Definitions and Interpretation
   
2. 1.1 Definitions

In these Terms and Conditions, unless otherwise defined in the Commercial Terms:

Affiliate means:

1. in relation to a corporation (including a trustee of a trust, where the trustee is a corporation):
   1. a related body corporate of that corporation;
   2. a related entity of that corporation;
   3. a person who Controls that corporation;
   4. a person who has a substantial holding in that corporation;
   5. a director, secretary or officer of that corporation; or
   6. any Relative of any person referred to in (a)(ii) and (a)(v); and
2. in relation to a natural person:
   1. any Relative of that person; or
   2. any corporation in respect of which the person is an Affiliate by virtue of clauses (a)(ii) and (a)(v) of this definition; and
3. in relation to a trust:
   1. any person who is a trustee or a beneficiary under that trust; and
   2. any person who is an Affiliate of any of the persons referred to in (c)(i) by virtue of clauses (a) or (b).

Agreement means the agreement consisting of:

1. any Commercial Terms; and
2. these Terms and Conditions.

AI-Generated Insights means any information, recommendations, or analysis generated by the Platform.

Applicable Laws means any Australian laws that may be applicable to the use of the Services, including but not limited to:

1. education and training;
2. copyright and intellectual property;
3. professional misconduct laws;
4. workplace relations; and
5. privacy laws.

Business Day means a day on which financial institutions are generally open for business in New South Wales, not including a Saturday or Sunday.

Care AI means Care AI Pty Ltd (ACN 681 904 512).

Commencement Date means the agreed date upon which Care AI agrees to commence providing access to the Platform or if a date cannot be agreed or identified, the date that you have accepted or agreed to the terms of this Agreement.

Commercial Terms means any commercial terms available on the Site or as otherwise provided to the User by Care AI from time to time as agreed between the parties in writing. The Commercial Terms shall set out, without limitation, the Service Fees.

Confidential Information means any non-public, proprietary, or sensitive information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement. This includes, but is not limited to, Care AI’s Intellectual Property, trade secrets, business operations, product information, technical data, strategies, pricing, and customer lists.

Control means a person who has control over an entity by way of:

1. determining or having the capacity to determine the composition of its board of directors.
2. directing or influencing its decision-making processes.
3. holding or owning (alone or with related entities):
   1. the majority of issued shares or voting rights;
   2. the majority of securities entitling holders to distributions;
   3. the power to appoint or remove trustees of a trust.
4. acting as the sole trustee or holding the authority to manage the trust’s affairs.
5. determining or influencing the composition of its board of directors.
6. directing the actions of the board.
7. holding or owning (directly or indirectly) a majority of issued shares, voting rights, or entitlements to distributions.
8. acting as the sole trustee or having the power to appoint or remove trustees.

Demo Account means a temporary, limited-access version of the Platform provided at no cost to Users for demonstration purposes before transitioning to the full paid Subscription.

Demo Period means the period of which the User will have access to the Demo Account, as may be notified to Users by Care AI via the Site from time to time.

GST has the meaning given to that term in the GST Law.

GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation 1967.

Loss means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental.

Payment Terms means the terms of payment of the Service Fees or any other amounts due and payable by the User to Care AI pursuant to this Agreement, as detailed in the Commercial Terms. If no payment terms are set out or described within the Commercial Terms, the Payment Terms under the Agreement shall require the payment of the Service Fees monthly in advance.

Platform means the ‘Care AI’ software platform.

Privacy Policy is the privacy policy located at www.careaihq.com/privacy-policy

Relative means, in relation to a person, their spouse, blood or adoptive relatives, their spouse’s relatives, and the spouses of their relatives.

Services is given its meaning in clause 2.1.

Service Fees means the price or fee payable by the User to Care AI pursuant to this Agreement as detailed in the Commercial Terms.

Site is the website located at www.careaihq.com.  

Subscription means the paid access to the Platform for the Term as per the chosen Tier.

Term means, where applicable, the Demo Period or a rolling monthly term pursuant to the Subscription with Care AI.

Terms and Conditions means these terms of use.

Tier means the relevant professional level packages offered by Care AI on the Site or as stipulated in the Commercial Terms.

User means the party described as such in the Commercial Terms and includes any and all Personnel of that party who are authorised or granted the right to use the Platform and access the Services. Any reference to ‘you’ in these Terms and Conditions shall be a reference to the ‘User’.

1.2. Interpretation

In this Agreement any word not defined in this Agreement will be given its meaning set out in other components of this Agreement or, if not otherwise defined, its ordinary and natural meaning.

2. General

1. Care AI agrees to provide the User access to the Platform (Services) for the duration of the Term pursuant to this Agreement.
2. The User acknowledges and agrees that any AI-Generated Insights are only used as an analytical, filing and/or decision-support tool and not as a substitute for professional medical advice or service.
3. The User acknowledges that Care AI does not provide medical services and is not responsible for clinical decisions based on AI-Generated Insights. Care AI and its Affiliates do not act as a licensed healthcare provider and assumes no liability for medical treatment decisions made using the Platform.

3. Term

This Agreement will commence on the Commencement Date and, subject to the Commercial Terms, will continue for the duration of the Term. The Agreement will be renewed pursuant to the Subscription (when applicable), unless either party notifies the other party of their intention to terminate the Agreement.

4. Intellectual Property Rights

1. Care AI remains the exclusive owner of all Intellectual Property Rights associated with the Platform, including but not limited to software, AI models, training datasets, and AI-Generated Insights. Nothing in this Agreement shall be construed as transferring ownership of any Intellectual Property Rights to the User.
2. Care AI grants the User a limited, non-exclusive, revocable, non-transferable license to access and use the Platform strictly in accordance with the terms of this Agreement and solely for its intended purpose.
3. The User shall not copy, modify, decompile, reverse-engineer, sublicense, distribute, or resell any part of the Platform. Any attempt to do so without prior written approval from Care AI shall constitute a material breach of this Agreement.
4. Upon termination of this Agreement, the licence granted to the User pursuant to clause 4.2 will also be terminated.

5. Confidentiality

1. Each party (as the “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to:
   1. not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of these Terms; and
   2. except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its Affiliates, employees and contractors who need that access for purposes consistent with these Terms and who are otherwise bound by confidentiality obligations to the Receiving Party containing protections not materially less protective than this section.
2. If the Receiving Party is required by Applicable Laws or a court order to disclose the Confidential Information, then the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information.

6. Privacy and Data Collection

1. Care AI collects, processes, and stores data in accordance with its Privacy Policy, which governs how personal, professional, and anonymised data is handled. Acceptance of this Agreement constitutes the User’s agreement and acknowledgment of the Privacy Policy.
2. Users otherwise bear full responsibility for ensuring that any personal, professional, or patient data entered into the Platform complies with all Applicable Laws, industry regulations, and best practices for data protection. For the avoidance of any doubt, Users warrant and represent that they have obtained all required consents and approvals to enable them to use the Platform and/or Services.

7. Service Fee and Costs

1. Users may request a Demo Account which is a time-restricted Demo Period to the Platform. By accessing the Demo Account, the User agrees to be bound by this Agreement, except for the payment obligations.
2. Upon completion of the Demo Period, the User will be required to transition to a full Subscription or will otherwise lose access to the Platform.
3. Unless otherwise agreed upon between the parties, Care AI will invoice the User for the Services monthly in advance, meaning that the User must make full payment of the Service Fees for the upcoming month before access to the Platform is granted or continued.
4. The price for the Services will be the Service Fees set out in the Commercial Terms.
5. Access to the Platform and the Service Fees payable for the same are conditional upon the Tier selected and/or required by the User. For the avoidance of any doubt, should the number of licences required by a User exceed any relevant Tier, the User acknowledges and agrees that they will be liable to pay the Service Fees applicable to that Tier under which they fall within.
6. If payment pursuant to this clause 7 is not successful, Care AI may (without prejudice to any other rights available to Care AI) suspend access to the Platform until all sums have been paid.
7. The User must pay all amounts due to Care AI (whether under this Agreement or otherwise):
   1. pursuant to the Payment Terms;
   2. without set-off, deductions, counter-claims or conditions; and
   3. in available cleared funds.

8. Termination

1. Users may cancel the Subscription at any time, and access to the Platform will continue until the end of the relevant Term pursuant to the Subscription. No refunds will be issued for any prepaid Service Fees.
2. If payment is not received pursuant to the terms of this Agreement, Care AI may suspend access until payment is received. Continued non-payment may result in termination of the Service and this Agreement by Care AI.
3. Care AI reserves the right to terminate access to the Platform immediately if the User breaches any material terms of this Agreement or the Applicable Laws.

9. Warranties, Liability and Exclusions

1. Everything on the Platform is provided to the User “as is” and “as available” without warranty or condition of any kind. To the fullest extent permitted under law, none of the Affiliates, directors, officers, employees, agents, contributors and licensors of Care AI make any express or implied representation or warranty about the Platform. This includes (but is not limited to) claims or Loss or damage the User might suffer as a result of any of the following:
   1. failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records; or
   2. the accuracy, suitability, or currency of any information on the Platform, the AI-Generated Insights, or any of its services (including any third party material and advertisements that may appear on the Platform).
2. No express or implied guarantees, warranties, representations, conditions and/or obligations are provided to the User as to the Platform’s up-time and will not be liable for any down time of the Platform for the duration of the Term.
3. Provisions of the Competition and Consumer Act 2010 (Cth) and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on Care AI (Implied Terms). If these Implied Terms apply, Care AI’s liability will be limited at its option to resupply, repair or replacement of the Platform (where applicable), or the cost of such resupply or repair or replacement (where applicable), to the extent permitted by law.
4. Without prejudice to any of the above, the User acknowledges that Care AI and its Affiliates (including their employees and agents), with the exception of negligence or wilful misconduct by Care AI, shall accept no liability whatsoever with respect to any theft, Loss or damage of any kind whatsoever that arises from the use of the Services, including any Loss or damage inflicted upon any third parties.

10. GST

1. All prices and fees under this Agreement are exclusive of GST unless expressly stated otherwise.
2. If GST applies to any supply made under this Agreement, the recipient must pay the applicable GST amount in addition to the stated price.
3. Payment of GST is due at the same time as the relevant consideration.
4. The supplier must provide a valid tax invoice before the recipient is required to pay GST.
5. If an adjustment event occurs, payments will be recalculated, and any required adjustments will be made between the parties.
6. If a party is entitled to reimbursement of an expense, the reimbursed amount will exclude any input tax credits available to the reimbursed party

11. Miscellaneous

1. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral.
2. Care AI may update this Agreement with prior notice. Significant changes will be communicated via email or in-Platform notifications.
3. This Agreement will govern the future provision of access to the User, unless this Agreement is amended or varied pursuant to clause (b) or a new agreement is entered into between the parties.
4. If any provision of this Agreement is found to be illegal or unenforceable in any relevant jurisdiction, it shall be enforced to the maximum extent possible, and the remaining provisions shall remain in full force and effect
5. All waivers must be in writing.  A single or partial exercise or waiver by a party of a right relating to these terms and conditions does not prevent any other exercise of that right or the exercise of any other right.
6. Any notices must be in writing and may be delivered via email, prepaid post, or electronic communication. Notices will be deemed received:
   1. immediately, if delivered personally or by email (provided no error message is received); or
   2. three (3) Business Days after posting, if sent by prepaid post within Australia
7. The Agreement is governed by and is to be construed in accordance with the laws applicable in New South Wales, Australia.

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