Subscription Agreement
Last updated on 30 August 2026
THIS AGREEMENT GOVERNS YOUR PURCHASE AND USE OF THE SERVICES.
By accessing or using the Services, you (the Customer) agree to the terms of this Agreement. If the individual accepting this Agreement is doing so on behalf of a company or another legal entity, that individual warrants and represents that they are over 18 years of age and have the authority to bind that entity and its Affiliates to these terms and conditions. In that case, "Customer" or "you" means that entity and its Affiliates.
If a Customer has invited you to access and use the Services as an Authorized User, your access and use of the Services is governed by the User Terms of Service instead.
Although CareVault is global, we have adopted the spelling conventions used in Australia. Capitalized terms have the definitions given in this Agreement.
This Agreement takes effect between the Customer and CareVault on the date the Customer accepts this Agreement.
1. Definitions
Acceptable Use Policy means the CareVault policy published by CareVault.
Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the entity in question. Control means direct or indirect ownership or control of more than 50% of the voting interests of the entity in question.
Agreement means this Subscription Agreement, which is taken to include, where applicable, the Product Specific Terms.
Applicable Law means any laws, statutes or ordinances, and any regulations, rules, practice notes, circulars and any other notification issued by any government entity or regulatory authority under such laws, statutes and ordinances, that apply to the Services in any jurisdiction.
Authorized User means an individual: (a) who is authorized by the Customer to access the Services where the Customer has purchased a subscription (or, in the case of any Services provided by CareVault without charge, for whom a Service has been provisioned); (b) who has accepted the User Terms; and (c) to whom the Customer (or, where applicable, CareVault at the Customer's request) has supplied a user identification and password (for Services that require authentication). Authorized Users may include employees, consultants, agents or contractors of the Customer.
Beta Services means Services that may be made available for the Customer to try, at its option and at no additional charge, and that are clearly labelled as beta, pilot, limited release, developer preview, non-production, evaluation, or a similar description.
Customer means, where an individual accepts this Agreement on their own behalf, that individual; or, where an individual or individuals accept this Agreement on behalf of a company or another legal entity, the company or legal entity for which they accepted it, together with the Affiliates of that company or entity (for as long as they remain Affiliates), and in all cases only where an Order has also been placed.
Customer Data means electronic data and information submitted to the Services by or on behalf of the Customer, or by an Authorized User linked to the Customer. In this context, 'submit' includes submitting, uploading, transmitting or otherwise making Customer Data available to or through the Services.
Customer Installation means the installation program for the CareVault Application that CareVault makes available to the Customer, which may vary from time to time, through a nominated URL published or provided by CareVault to the Customer.
CareVault, we or us means the applicable entity described in section 13.9 (CareVault Contracting Entity, Governing Law and Venue) below.
CareVault Application means any version (as applicable) of the employee scheduling, time and attendance, task management, business procedure management, payroll integration, workplace social media services and other online software applications that CareVault makes available for use by the Customer and its Authorized Users from time to time, and includes (where applicable) the Customer Installation.
Force Majeure Event means a strike, lockout, riot, industrial action, fire, storm, tempest, act of God, material shortage, any outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority, any government law, regulation, restraint or requirement, internet service provider failure or delay, denial of service attack, or any other cause beyond a party's reasonable control.
Free Services means Services that CareVault makes available to the Customer free of charge. Free Services do not include Services offered as a free trial or Purchased Services.
DPA means the Data Processing Addendum available at CareVault's Privacy Centre.
Initial Term means the period of time given for the Initial Term in an Order. If no Initial Term is stated, the subscription is not subject to any Initial Term.
Legal Requirements has the meaning given by the Product Specific Terms.
Malicious Code means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and trojan horses.
Market Pricing means CareVault's pricing as it applies to the Services and published at www.carevault.com.au/pricing.
Marketplace means an online directory or marketplace of applications that interoperate with the Services.
Non-CareVault Application means a web-based, mobile, offline or other software application with functionality that interoperates with a Service, that is provided by the Customer or a third party and/or listed on a Marketplace.
Order means an order for Services placed by a Customer or any of its Affiliates with CareVault, by completing and submitting CareVault's standard form ordering document or using CareVault's online purchasing portal, subject to any and all CareVault terms and conditions accepted by the Customer as part of the ordering process. By placing an Order, an Affiliate agrees to be bound by the terms of this Agreement.
Pricing Policy means the CareVault pricing policy as it applies to the Services and published at www.carevault.com.au/pricing.
Product Specific Terms means the supplemental terms and conditions that apply to specific CareVault products or features, published at www.carevault.com.au/terms/product-specific-terms.
Purchased Services means Services that the Customer or the Customer's Affiliate purchases under an Order, as distinct from Free Services or Services provided under a free trial.
Services means the products and services Ordered by the Customer or provided to the Customer free of charge (as applicable) or under a free trial, and made available online by CareVault, including associated CareVault offline or mobile components (including SMS services). Services exclude Non-CareVault Applications.
Subscription Term means the term of a subscription for Purchased Services, including any renewal or extension of the term of a subscription.
Third Party Products or Services means products that are not proprietary to CareVault, and services that are not supplied by CareVault, including, for example, Non-CareVault Applications and implementation, customization, consulting or other services.
User Terms means the User Terms of Service provided by CareVault to people the Customer invites to become Authorized Users during the online account creation and registration process, after the Customer accepts this Agreement.
2. CareVault obligations
2.1 Provision of Purchased Services
CareVault will: (a) make the Services available to the Customer in accordance with this Agreement and the applicable Order; (b) provide the applicable CareVault standard support for the Purchased Services to the Customer at no additional charge, and/or upgraded support if purchased; and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (which CareVault will give advance electronic notice of), and (ii) any unavailability caused by circumstances beyond CareVault's reasonable control, including a Force Majeure Event. To enable CareVault to provide standard support and to monitor lawful use of the Services by the Customer, the Customer grants CareVault the right and permission, during the Subscription Term, to access (including by remote access) Customer Data and the Customer Installation. The Customer must do everything CareVault reasonably requests to ensure CareVault has that required access during the Subscription Term.
2.2 Access by Authorized Users
A Customer subscription allows an Authorized User to access and use the Services. A subscription is required for each Authorized User. Each Authorized User must agree to the User Terms to activate their access to and use of the Services. The Customer must take reasonable steps to ensure that all Authorized Users keep their user identification and password, or any other means of authentication for the Services, strictly confidential in accordance with the User Terms.
2.3 Customer Data
The Customer will (and will make sure that, where relevant, any member of the Customer's group will) collect any necessary consent, provide any necessary notice and do everything else required under applicable laws (including data protection laws in the UK, EU, USA and Australia) so that the Customer can disclose Customer Data, and CareVault can process that Customer Data, for the purposes of this Agreement. Subject to the DPA, the Customer will not use the Services in a way that involves processing Personal Data (as defined in the DPA) that is considered "sensitive" under Applicable Law, or that relates to the medical conditions of an individual ("Excluded Data"). To avoid doubt, Excluded Data includes: data covered by Article 9 of European Union Regulation (EU) 2016/679, Protected Health Information as defined by the United States Health Insurance Portability and Accountability Act ("HIPAA"), and Health Information as defined by the Australian Privacy Act 1988 (Cth). CareVault will maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Customer Data. Those safeguards will include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by the Customer or Authorized Users). Except in relation to a free trial, the terms of the DPA are incorporated by reference and apply to the extent Customer Data includes Personal Data, as defined in the DPA. If the Customer makes a request within 30 days before the effective date of termination or expiration of this Agreement, CareVault will make Customer Data available to the Customer for export or download as described in the Documentation. If no such request is made, CareVault has no obligation to keep or provide any Customer Data, and may delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control after this Agreement ends, unless legally prohibited from doing so.
2.4 Free Trial
If the Customer registers on CareVault's or an Affiliate's website for a free trial, CareVault will make the applicable Service(s) available to the Customer on a trial basis, free of charge, until the earlier of: (a) the end of the free trial period the Customer registered for; (b) the start date of any Purchased Service subscriptions ordered by the Customer for those Service(s); or (c) termination of the free trial by CareVault in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Any Customer Data the Customer enters into the Services, and any customizations made to the Services by or for the Customer during the free trial, will be permanently lost to the Customer unless the Customer purchases a subscription to the same Services covered by the free trial, or exports that data, before the end of the trial period.
DESPITE SECTIONS 8 (WARRANTIES AND DISCLAIMERS) AND 9.1 (INDEMNIFICATION BY CAREVAULT) BELOW, BUT SUBJECT TO APPLICABLE LAWS, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, AND CAREVAULT HAS NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE IN RELATION TO THE SERVICES DURING THE FREE TRIAL PERIOD, UNLESS THAT EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE CAREVAULT'S LIABILITY IN RELATION TO THE SERVICES PROVIDED DURING THE FREE TRIAL WILL NOT EXCEED US$100 IN TOTAL. WITHOUT LIMITING THE ABOVE, CAREVAULT AND ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO THE CUSTOMER THAT: (A) THE CUSTOMER'S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET THE CUSTOMER'S REQUIREMENTS; (B) THE CUSTOMER'S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; OR (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE.
DESPITE ANYTHING TO THE CONTRARY IN SECTION 10 (LIMITATION OF LIABILITY) BELOW, THE CUSTOMER IS FULLY LIABLE UNDER THIS AGREEMENT TO CAREVAULT AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF THE CUSTOMER'S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY THE CUSTOMER OF THIS AGREEMENT, AND THE CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.
2.5 Free Services and Beta Services
CareVault may make Free Services and Beta Services available to the Customer. Use of Free Services and Beta Services is subject to the terms and conditions of this Agreement. If this section conflicts with any other part of this Agreement, this section takes precedence. Free Services and Beta Services are provided to the Customer without charge, subject to certain usage limits reasonably determined by CareVault. Usage above those limits requires the Customer to purchase additional resources or services. The Customer agrees that CareVault may, in its sole discretion and for any reason or no reason, modify or terminate the Customer's right to access the Free Services and Beta Services, or any part of them. The Customer agrees that any termination of the Customer's access to the Free Services and Beta Services may happen without prior notice, and that neither CareVault nor any of its Affiliates will be liable to the Customer or any third party for that termination. The Customer is solely responsible for exporting Customer Data from the Free Services and Beta Services before its access ends for any reason. However, if CareVault or any of its Affiliates terminates the Customer's account, then except where the law requires otherwise, CareVault or its Affiliates will give the Customer a reasonable opportunity to retrieve its Customer Data.
DESPITE SECTIONS 8 (WARRANTIES AND DISCLAIMERS) AND 9.1 (INDEMNIFICATION BY CAREVAULT) BELOW, BUT SUBJECT TO APPLICABLE LAWS, THE FREE SERVICES AND BETA SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, AND CAREVAULT HAS NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE IN RELATION TO THE FREE SERVICES OR BETA SERVICES, UNLESS THAT EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE CAREVAULT'S LIABILITY IN RELATION TO THE FREE SERVICES AND BETA SERVICES WILL NOT EXCEED US$100 IN TOTAL. WITHOUT LIMITING THE ABOVE, CAREVAULT AND ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO THE CUSTOMER THAT: (A) THE CUSTOMER'S USE OF THE FREE SERVICES OR BETA SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS; (B) THE CUSTOMER'S USE OF THE FREE SERVICES OR BETA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; OR (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES OR BETA SERVICES WILL BE ACCURATE. DESPITE ANYTHING TO THE CONTRARY IN SECTION 10 (LIMITATION OF LIABILITY) BELOW, THE CUSTOMER IS FULLY LIABLE UNDER THIS AGREEMENT TO CAREVAULT AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF THE CUSTOMER'S USE OF THE FREE SERVICES OR BETA SERVICES, ANY BREACH BY THE CUSTOMER OF THIS AGREEMENT, AND ANY OF THE CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.
3. Use of services
3.1 Communications
By providing your telephone number, you give your express written consent to receive communications from CareVault (including its affiliates, agents, service providers and affiliates for the purposes described above) for any purpose. This includes, but is not limited to, the marketing of various services from CareVault and from partners with whom CareVault has joint marketing agreements. You also agree to receive communications from CareVault about any service, and about any information you may have obtained through your use of a CareVault website. You agree that these communications may include, but are not limited to, the use of an automated telephone dialing system, pre-recorded and/or artificial voice, SMS, MMS, text, fax, email or other similar means, regardless of whether your phone number is registered on a state or federal Do Not Call list. You agree that CareVault is not responsible for any charges you incur in relation to these communications. Standard voice and data rates may apply. You also understand that you are not required to give this consent as a condition of receiving any good or service. If you prefer not to give this consent, simply do not provide your phone number.
3.2 Electronic Transactions
By using the Services, you agree to transact electronically with CareVault. You agree that your electronic signature is the legal equivalent of your handwritten signature. You further agree that using a keypad, mouse or other device to select an item, button, icon or similar act or action, counts as your signature just as if you had actually signed in writing. You also agree that no certification authority or other third-party verification is needed to validate your electronic signature, and that the absence of that certification or verification will not affect the enforceability of your electronic signature in any way.
3.3 Subscriptions
Subject to the terms of this Agreement, and unless the applicable Order says otherwise: (a) the Customer subscribes to the Purchased Services for the Subscription Term; (b) subscriptions for additional Purchased Services may be added during a Subscription Term at the prevailing pricing, prorated for the portion of that Subscription Term remaining when the subscriptions are added; and (c) any added subscriptions will end on the same date as the underlying subscriptions. The Customer agrees that its purchases are not conditional on the delivery of any future functionality or features, and do not depend on any spoken or written public comments made by CareVault about future functionality or features.
3.4 Adding Authorized Users
A Customer may request an increase or reduction in the number of Authorized Users by submitting an Order. Unless CareVault states otherwise in relation to the applicable Order, CareVault will charge the Customer for any increased or decreased number of Authorized Users at the prevailing subscription pricing.
3.5 Customer Responsibilities
The Customer will: (a) be responsible for its Authorized Users' compliance with this Agreement (including the Product Specific Terms), each Order and the User Terms, and for all acts and omissions of the Authorized Users; (b) be responsible for the accuracy, quality and legality of Customer Data, the way the Customer acquired Customer Data, the Customer's use of Customer Data with the Services, and the interoperation of any Non-CareVault Applications the Customer uses with the Services; (c) be responsible for ensuring that the use of the Services (including the use of any outputs of the Services) by the Customer and each of its Authorized Users complies with Applicable Laws, Legal Requirements and the Acceptable Use Policy; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services (including the processing of Excluded Data by the Services), and notify CareVault promptly of any such unauthorized access or use; (e) use the Services only in accordance with this Agreement, each Order and Applicable Laws; and (f) comply with the terms of service of any Non-CareVault Applications the Customer uses with the Services. If the Customer or its Authorized Users use the Services in breach of these obligations in a way that, in CareVault's judgment, threatens the security, integrity or availability of CareVault's services, CareVault may suffer loss and damage and may immediately suspend the Services. However, CareVault will use commercially reasonable efforts, in the circumstances, to give the Customer notice and an opportunity to fix the breach or threat before any suspension. Any suspension of the Services by CareVault under this section does not limit CareVault's rights to recover any loss or damage it has suffered or incurred because the Customer failed to comply with its responsibilities under this section 3.5.
3.6 Restrictions
The Customer will not: (a) make any Service available to anyone other than the Customer or its Authorized Users, or use any Service for the benefit of anyone other than the Customer or its Affiliates, unless the terms of the Order expressly say otherwise; (b) sell, resell, license, sublicense, distribute, rent, lease, transfer or provide access to any Service to a third party; (c) use a Service or Non-CareVault Application to store or transmit infringing, libelous or otherwise unlawful or tortious material, or to store or transmit material in breach of third-party privacy rights; (d) use a Service or Non-CareVault Application to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Service or the third-party data it contains; (f) attempt to gain unauthorized access to any Service or its related systems or networks; (g) permit direct or indirect access to or use of any Services in a way that gets around a contractual usage limit, or use any Services to access or use any of CareVault's intellectual property except as permitted under this Agreement and the terms of each Order; (h) modify, copy or create derivative works based on a Service or any part, feature, function or user interface of it; (i) frame or mirror any part of any Service, other than framing on the Customer's own intranets or otherwise for its own internal business purposes; (j) except to the extent permitted by Applicable Law (and then only with advance notice to CareVault), disassemble, reverse engineer, decompile, translate or otherwise attempt to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs of any Service; or (k) access or use a Service to: (i) build a competitive product or service; (ii) build a product or service using similar ideas, features, functions or graphics of the Service; (iii) copy any ideas, features, functions or graphics of the Service; or (iv) work out whether the Services fall within the scope of any patent. CareVault's competitors are prohibited from accessing the Services, and the Services must not be accessed to monitor their availability, performance or functionality, or for any other benchmarking or competitive purposes.
3.7 Removal of Non-CareVault Applications
If the Customer receives notice that a Non-CareVault Application must be removed, modified and/or disabled to avoid breaching applicable law or third-party rights, the Customer must do so promptly. If CareVault asks, the Customer must confirm the deletion and discontinued use in writing, and CareVault is authorised to provide a copy of that confirmation to any relevant third-party claimant or government authority. If the Customer does not take the required action as described above, or if, in CareVault's judgment, the violation is likely to happen again, CareVault may disable or suspend the Customer's access to the applicable Service and/or Non-CareVault Application. CareVault has no liability to the Customer for disabling or suspending the Customer's access to any Service or Non-CareVault Application as described in this section 3.7.
4. Non-CareVault products and services
4.1 Non-CareVault Products and Services
Any acquisition or use by the Customer of Third Party Products or Services supplied by a Non-CareVault provider, including any exchange of Customer Data or other data between the Customer and any Non-CareVault provider, is solely between the Customer and the applicable Non-CareVault provider. The Customer is solely responsible for any loss, damage or liability of any kind that may arise out of, or in connection with, its decision to allow a Non-CareVault provider to access or use Customer Data. CareVault does not warrant or support Non-CareVault Applications or other Third Party Products or Services, unless an Order expressly says otherwise. CareVault is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to or use of that Customer Data by a Non-CareVault Application, or by a Non-CareVault provider or vendor.
4.2 Integration with Non-CareVault Applications
The Services may contain features designed to interoperate with Non-CareVault Applications. CareVault cannot guarantee the continued availability of these Service features, and may stop providing them without the Customer being entitled to any refund, credit or other compensation, if, for example (and without limitation), the provider of a Non-CareVault Application stops making the Non-CareVault Application available for interoperation with the corresponding Service features in a way that is reasonably acceptable to CareVault. Despite any other provision of this Agreement, the Customer agrees that CareVault has no obligations or liability related to any integration with Non-CareVault Applications.
5. Fees and payment
5.1 Fees
The Customer will pay all fees specified in an Order. Unless this Agreement or an Order says otherwise: (a) payment obligations cannot be cancelled and fees paid are non-refundable; and (b) quantities purchased may only be decreased in accordance with the Pricing Policy. CareVault may change the fees payable by the Customer in accordance with the Pricing Policy.
5.2 Invoicing and Payment
Subject to the terms of the relevant Order, the Customer will give CareVault valid and up-to-date payment facility information to enable payment for the Purchased Services, or other documentation acceptable to CareVault to enable invoicing and payment in accordance with the Order. If the Customer provides credit card information to CareVault, the Customer authorizes CareVault to charge that credit card for all Purchased Services listed in the Order for the Subscription Term and for any renewal or extension of the Subscription Term as described in section 11.2 (Term of Purchased Subscriptions). For monthly subscriptions, charges are made monthly in arrears. For annual subscriptions, charges are made annually in advance. If the Order specifies a payment method other than credit card, CareVault will invoice in accordance with the relevant Order. Unless the Order says otherwise, invoiced fees are due within 30 days of the invoice date. The Customer is responsible for giving CareVault complete and accurate billing and contact information, and for notifying CareVault of any changes to that information.
5.3 Overdue Charges
If CareVault does not receive an invoiced amount by the due date then, without limiting CareVault's rights or remedies: (a) the Customer must pay CareVault interest on the unpaid amount under the relevant invoice at the rate of 1.5% per month, accrued daily and compounded monthly; and/or (b) the Customer must comply with any revised payment terms (different from those in section 5.2, Invoicing and Payment) that CareVault notifies to the Customer for any renewal or extension of the Subscription Term and/or any future Orders.
5.4 Suspension of Service and Acceleration
If any charge owed by the Customer under this Agreement is overdue (including amounts the Customer has authorized CareVault to charge to the Customer's credit card), CareVault may, without limiting its other rights and remedies, accelerate the Customer's unpaid fee obligations under any other agreements, arrangements or understandings that CareVault has with the Customer, so that all those payment obligations become immediately due and payable, and suspend the Services until those amounts are paid in full. However, except for Customers paying by credit card or direct debit whose payment has been declined, CareVault will give the Customer at least 10 days' prior notice that its account is overdue, in accordance with section 13.10 (Manner of Giving Notice) for billing notices, before suspending services to the Customer.
5.5 Payment Disputes
CareVault may choose not to exercise its rights under section 5.3 (Overdue Charges) or section 5.4 (Suspension of Service and Acceleration) if, in CareVault's reasonable opinion, the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
5.6 Taxes
CareVault's fees do not include any taxes, levies, duties or similar government charges or assessments of any kind, including, for example, value-added, sales, use or withholding taxes assessable by any jurisdiction (Taxes). The Customer is responsible for paying all Taxes connected with its purchases under each Order. If CareVault is legally obliged to pay or collect Taxes that are the Customer's responsibility under this section, CareVault will invoice the Customer, and the Customer will pay those invoices in full, unless the Customer can establish, to CareVault's reasonable satisfaction, a lawful exemption from those Taxes, including, among other things, by producing a valid tax exemption certificate authorized by the appropriate taxing authority. CareVault is solely responsible for taxes assessed against it based on its own income, property and employees.
6. Proprietary rights and licenses
6.1 Reservation of Rights
Subject to the limited rights expressly granted under this Agreement, CareVault, its Affiliates and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to the Customer other than as expressly set out in this Agreement.
6.2 License by Customer to CareVault
(a) The Customer grants CareVault and its Affiliates a worldwide, limited-term license to sub-license, host, copy, use, transmit and display any Customer Data, and any Non-CareVault Applications and program code created by or for the Customer using a Service or for the Customer's use with the Services, to the extent needed for CareVault to provide and ensure the proper operation of the Services in accordance with this Agreement. If the Customer chooses to use a Non-CareVault Application with a Service, CareVault may allow the Non-CareVault Application and its provider to use and access Customer Data and information about the Customer's usage of the Non-CareVault Application, as appropriate, in connection with the supply of the Service. Subject to the limited licenses granted here, CareVault acquires no right, title or interest under this Agreement, from the Customer or its licensors, in or to any Customer Data, Non-CareVault Application or such program code. (b) The Customer grants CareVault and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, and incorporate into its services, any: (i) suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or Authorized Users relating to the operation of CareVault's or its Affiliates' services; and (ii) information available to CareVault relating to the Customer's or its Affiliate's use of the Services, including Customer Data, but only in an aggregated or statistical composite form, combined with other similar information, so that the information used by CareVault or its Affiliates does not specifically identify any Customer or Affiliate of the Customer, or any of their employees, agents, contractors, clients or Authorized Users. For clarity, the rights granted to CareVault under this section 6.2(b) continue after this Agreement ends or expires.
7. Confidentiality
7.1 Definition of Confidential Information
Confidential Information means all information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether verbally or in writing, that is marked as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The Customer's Confidential Information includes Customer Data. CareVault's Confidential Information includes the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing). Each party's Confidential Information includes business and marketing plans, code, inventions, technology and technical information, product plans and designs, and business processes disclosed by that party. However, Confidential Information does not include any information that: (a) is or becomes generally known to the public without any breach of an obligation owed to the Disclosing Party; (b) was known to the Receiving Party before the Disclosing Party disclosed it, without any breach of an obligation owed to the Disclosing Party; (c) is received from a third party without any breach of an obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. To avoid doubt, the non-disclosure obligations set out in this section 7 (Confidentiality) apply to Confidential Information exchanged between the parties in connection with the evaluation of Additional Services.
7.2 Protection of Confidential Information
As between the parties, each party keeps all ownership rights in and to its own Confidential Information. The Receiving Party will use the same degree of care that it uses to protect its own confidential information of a similar kind (and never less than reasonable care) to: (a) not use, disclose, copy or reproduce any of the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement; and (b) unless the Disclosing Party authorises otherwise in writing, limit access to the Disclosing Party's Confidential Information to those employees, agents, contractors and other representatives of the Receiving Party and its Affiliates who have a genuine need to know for purposes consistent with this Agreement, provided they are bound by confidentiality obligations no less strict, in any material way, than those set out in this section 7 (Confidentiality). Neither party will disclose the terms of this Agreement or any Order to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent. A party that makes such a disclosure to its Affiliate, legal counsel or accountants remains responsible for their compliance with this section 7 (Confidentiality). Despite the above, CareVault may disclose the terms of this Agreement and any applicable Order to a subcontractor or to a provider of a Non-CareVault Application to the extent necessary to perform CareVault's obligations under this Agreement, under confidentiality terms that are no less strict, in any material way, than those set out in this section 7 (Confidentiality).
7.3 Compelled Disclosure
The Receiving Party may disclose the Disclosing Party's Confidential Information to the extent compelled by law to do so, but only to the minimum extent required to comply with that law, and provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
7.4 Promotion and marketing
CareVault may identify the Customer as a customer of CareVault in its promotional advertising, marketing or other commercial activities that CareVault carries out in promoting the Services.
8. Warranties and disclaimers
8.1 Mutual Warranties
Each party represents and warrants that it has validly entered into this Agreement and has the legal power and authority to do so.
8.2 Customer Warranties
The Customer warrants that it has not relied on any representation made by CareVault that is not expressly set out in this Agreement or the Order. The Customer further represents and warrants that it has all necessary permissions, consents and authorizations required to legally use the Services to process Personal Data (as defined by the DPA).
8.3 CareVault Warranties
CareVault represents, warrants and covenants to the Customer that: (a) CareVault has, and will have, all rights, titles, licenses, permissions and approvals necessary to perform its obligations under this Agreement and to grant the Customer the rights under this Agreement; and (b) CareVault has taken reasonable steps to test the Services for viruses, worms, time bombs, time locks, drop dead devices, traps or trap door devices.
If any warranty is breached, the Customer's exclusive remedies are those described in sections 11.3 (Termination for Cause) and 11.4 (Refund or Payment on Termination) below.
8.4 Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL SERVICES AND ADDITIONAL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND CAREVAULT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. CAREVAULT DOES NOT WARRANT THAT THE CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, THAT THE TRANSMISSION OF CUSTOMER DATA OVER THE INTERNET WILL ALWAYS BE SECURE, OR THAT CAREVAULT WILL PRESERVE OR MAINTAIN CUSTOMER DATA WITHOUT LOSS OR DAMAGE. IF ANY WARRANTY IS IMPLIED BY CONSUMER LAWS AND CANNOT OTHERWISE LAWFULLY BE EXCLUDED, NOTHING IN THIS AGREEMENT WILL RESTRICT, EXCLUDE OR MODIFY ANY STATUTORY WARRANTIES, GUARANTEES, RIGHTS OR REMEDIES, AND OTHERWISE CAREVAULT'S LIABILITY IS LIMITED (AT CAREVAULT'S OPTION) TO SUPPLYING THE SERVICES AGAIN OR PAYING THE REASONABLE COSTS OF HAVING THE SERVICES SUPPLIED AGAIN.
9. Mutual indemnification
9.1 Indemnification by CareVault
CareVault will defend the Customer against any claim, demand, suit or proceeding brought against the Customer by a third party alleging that any Purchased Service, when used as authorized under this Agreement, infringes or misappropriates that third party's intellectual property rights (a "Claim Against Customer"), and will indemnify the Customer for any damages, attorney fees and costs finally awarded against the Customer as a result of a Claim Against Customer, or for amounts paid by the Customer under a settlement of a Claim Against Customer approved by CareVault in writing, provided the Customer: (a) promptly gives CareVault written notice of the Claim Against Customer; (b) gives CareVault sole control of the investigation, defense and settlement (if any) of the Claim Against Customer (except that CareVault may not settle any Claim Against Customer unless the settlement unconditionally releases the Customer from all liability); and (c) gives CareVault all reasonable assistance in the defense and investigation of the Claim, at CareVault's expense. If CareVault receives information about an infringement or misappropriation claim related to a Service, CareVault may, at its discretion and at no cost to the Customer: (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching CareVault's warranties under section 8.3 (CareVault Warranties) above; (ii) obtain a license for the Customer's continued use of that Service in accordance with this Agreement; or (iii) terminate the Customer's subscriptions for that Service on 30 days' written notice and refund the Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The defense and indemnification obligations above do not apply if: (1) a Claim Against Customer arises from the use or combination of the Services, or any part of them, with software, hardware, data or processes not provided by CareVault, where the Services or their use would not infringe without that combination; (2) a Claim Against Customer arises from Services under an Order Form for which there is no charge; (3) a Claim Against Customer arises from a Non-CareVault Application, or from the Customer's breach of this Agreement, the Documentation or the applicable Order Forms; or (4) the Customer settles, or makes an admission in relation to, a Claim Against Customer without CareVault's prior written consent.
9.2 Indemnification by Customer
The Customer will defend CareVault and its Affiliates against any claim, demand, suit or proceeding brought against CareVault by a third party alleging that: (a) any Customer Data, or the Customer's use of Customer Data with the Services; (b) a Non-CareVault Application provided by the Customer; or (c) the combination of a Non-CareVault Application provided by the Customer and used with the Services, infringes or misappropriates that third party's intellectual property rights; or arising from the Customer's use of the Services or Content in an unlawful manner or in breach of the Agreement (including, among other things, the Customer's use of the Services to process Excluded Data, or arising out of a breach of the Customer's obligations under applicable privacy laws), the Documentation, or an Order (each a "Claim Against CareVault"). The Customer will indemnify CareVault for any damages, attorney fees and costs finally awarded against CareVault as a result of a Claim Against CareVault, or for any amounts paid by CareVault under a settlement of a Claim Against CareVault approved by the Customer in writing, provided CareVault: (i) promptly gives the Customer written notice of the Claim Against CareVault; (ii) gives the Customer sole control of the investigation, defense and settlement (if any) of the Claim Against CareVault (except that the Customer may not settle any Claim Against CareVault unless the settlement unconditionally releases CareVault from all liability); and (iii) gives the Customer all reasonable assistance in the defense and investigation of the Claim, at the Customer's expense. The defense and indemnification obligations above do not apply if a Claim Against CareVault arises from CareVault's breach of this Agreement, the Documentation or the applicable Order.
9.3 Exclusive Remedy
This section 9 (Mutual Indemnification) sets out the indemnifying party's only liability to, and the indemnified party's exclusive remedy against, the other party for any third-party claim described in this section.
10. Limitation of liability
10.1 Limitation of Liability
IN NO EVENT WILL THE TOTAL COMBINED LIABILITY OF CAREVAULT, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER AND ITS AFFILIATES UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS BEFORE THE FIRST CAUSE OF ACTION AROSE. FOR SERVICES PROVIDED FREE OF CHARGE, CAREVAULT'S LIABILITY IS LIMITED TO US$100 IN TOTAL. THIS LIMITATION APPLIES WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
10.2 Exclusion of Consequential and Related Damages
NEITHER CAREVAULT NOR ITS AFFILIATES WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USER TERMS FOR ANY LOST PROFITS, REVENUES OR GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS SUPPLIERS OR AFFILIATES HAVE BEEN ADVISED IN ADVANCE THAT SUCH DAMAGES ARE POSSIBLE, OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THIS DISCLAIMER DOES NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10.3 Multiple Claims and Time Limits
MULTIPLE CLAIMS WILL NOT EXPAND THE LIMITATIONS IN THIS SECTION 10 (LIMITATION OF LIABILITY). ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES, OTHERWISE THAT CLAIM AND CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
10.4 Jurisdiction Limitations
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS ABOVE MAY NOT APPLY TO YOU. IN THAT CASE, THE LIABILITY OF CAREVAULT AND ITS AFFILIATES FOR SUCH DAMAGES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION 10 (LIMITATION OF LIABILITY) WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
11. Term and termination
11.1 Term of Agreement
This Agreement starts on the date the Customer first accepts it and continues until all subscriptions under this Agreement have expired or have been lawfully terminated.
11.2 Term of Purchased Subscriptions
The term of each subscription is as specified in the applicable Order. Unless an Order says otherwise, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other written notice (email is acceptable) at least 30 days before the end of the relevant Subscription Term. Pricing for the renewal period will be at CareVault's then-current rates as set out in the Pricing Policy.
11.3 Termination for Cause
Either party may terminate this Agreement for cause: (a) on 30 days' written notice to the other party of a material breach, if that breach is still not fixed at the end of that period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.4 Refund or Payment on Termination
If the Customer terminates this Agreement in accordance with section 11.3 (Termination for Cause) or section 12.3 (Purchased Services), CareVault will refund the Customer any prepaid fees covering the remainder of the term of all Orders after the effective date of termination. If this Agreement is terminated for any other reason, the Customer will not be entitled to a refund of any prepaid fees, and must pay any unpaid fees covering the remainder of the term of all Orders, to the extent permitted by applicable law. In no event will termination relieve the Customer of its obligation to pay any fees payable to CareVault for the period before the effective date of termination.
11.5 Effect of Termination
When this Agreement expires or is terminated, the Customer must stop using all Services and delete (or, at CareVault's request, return) all Confidential Information in the Customer's possession or control. The Customer will certify that deletion if CareVault asks. If the Customer makes a request in accordance with section 2.3 (Protection of Customer Data), CareVault will return to the Customer all Customer Data stored on the Services, in whatever format CareVault, at its sole discretion, sees fit.
11.6 Surviving Provisions
Sections 2.5 (Free Services), 3.7 (Removal of Non-CareVault Applications), 5 (Fees and Payment), 6 (Proprietary Rights and Licenses), 7 (Confidentiality), 8.4 (Disclaimers), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.6 (Surviving Provisions) and 12 (General Provisions) will survive any termination or expiration of this Agreement. Section 2.3 (Protection of Customer Data) will survive any termination or expiration of this Agreement for as long as CareVault keeps possession of Customer Data.
12. Changes to terms
12.1 Changes to Terms
CareVault may modify the terms and conditions in this Agreement (including its policies) at any time. If CareVault makes a material change to this Agreement, CareVault will give the Customer reasonable notice before the change takes effect, either by notifying the Customer in accordance with section 13.10 (Manner of Giving Notice) or by messaging the Customer through the Services. The Customer can review the current version of this Agreement at any time on CareVault's website. A materially revised Agreement becomes effective on the date set out in CareVault's notice, and all other changes become effective when the modified Agreement is posted on CareVault's website.
12.2 Free Services
The Customer must accept the modifications to continue using the Free Services. If the Customer objects to the modifications, its only remedy is to stop using the Free Services.
12.3 Purchased Services
If the Customer does not accept the modifications, the Customer must stop using the Services and terminate this Agreement by notice to CareVault in accordance with section 13.10 (Manner of Giving Notice). If the Customer continues to access and use the Services after the effective date of the changes, that use will count as the Customer's acceptance of the modified terms and conditions in this Agreement.
13. General provisions
13.1 Entire Agreement and Order of Precedence
This Agreement, including any terms incorporated into it by reference, is the entire agreement between CareVault and the Customer about the Customer's use of the Services, and replaces all prior and contemporaneous agreements, proposals or representations, whether written or spoken, about its subject matter. The parties agree that any term or condition stated in a Customer purchase order, or in any other Customer order documentation (excluding Orders), is void. If there is any conflict or inconsistency between the following documents, the order of precedence is: (1) the DPA; (2) the Product Specific Terms; (3) the applicable Order; and (4) this Agreement (other than the Product Specific Terms).
13.2 Interpretation
In this Agreement, "including" (and its variants) means "including without limitation" (and its variants). The titles and headings of sections of this Agreement are for convenience only and do not affect how any provision of this Agreement is interpreted.
13.3 Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party is solely responsible for paying all compensation owed to its own employees, along with all employment-related taxes.
13.4 Waiver
If either party fails to exercise, or delays in exercising, any right under this Agreement, that does not amount to a waiver of the right.
13.5 Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or removed to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.
13.6 Assignment
The Customer may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without CareVault's prior written consent (which will not be unreasonably withheld). However, the Customer may assign this Agreement in its entirety (including all Order Forms) without CareVault's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. That said, if the Customer is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of CareVault, then CareVault may terminate this Agreement on written notice. If that happens, CareVault will refund the Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of the termination. CareVault may assign any of its rights or obligations under this Agreement without the Customer's consent. Subject to the above, this Agreement binds and benefits the parties, their respective successors and permitted assigns.
13.7 No adverse construction
Nothing in this Agreement is to be interpreted against a party purely on the basis that the party put forward the Agreement or a relevant part of it.
13.8 Competitors
CareVault's direct competitors are prohibited from accessing the Services, except with CareVault's prior written consent. In addition, the Services must not be accessed to monitor their availability, performance or functionality, or for any other benchmarking or competitive purposes.
13.9 CareVault Contracting Entity, Governing Law and Venue
Who "CareVault", "we" or "us" refers to under this Agreement and the User Terms, and which law applies to any dispute or lawsuit arising out of or in connection with this Agreement and the User Terms, depends on where the Customer is domiciled.
| Domicile | CareVault Contracting Entity | Governing Law | Venue |
|---|---|---|---|
| Asia Pacific, including Australia, New Zealand, Singapore, Fiji, Philippines, Malaysia, Indonesia, Thailand, Japan, China, South Korea, India, Sri Lanka and Pakistan | CareVault MS Pty Limited | Laws of the State of New South Wales, Australia | New South Wales |
This Agreement, and any disputes arising out of or related to it, are governed exclusively by the applicable Governing Law above. Each party agrees to the applicable governing law above, without regard to choice of law or conflicts of law rules.
13.10 Manner of Giving Notice
Unless this Agreement says otherwise, all notices related to this Agreement will be in writing and will be effective upon: (a) personal delivery; (b) the second business day after mailing; or (c), except for notices of termination or of an indemnifiable claim ("Legal Notices"), which must be clearly identifiable as Legal Notices, the day the notice is sent by email to legal@carevault.com.au. Billing-related notices to the Customer will be sent to the relevant billing contact designated by the Customer. All other notices to the Customer will be sent to the relevant Services system administrator designated by the Customer.
13.11 Force Majeure
If a party is prevented, hindered or delayed from performing its obligations under this Agreement (other than payment of money) by a Force Majeure Event, then for as long as that situation continues, the party will be excused from performing the obligation to the extent it is prevented, hindered or delayed, and the time for performing the obligation will be extended accordingly. If a party is affected by a Force Majeure Event, it will immediately give the other party notice of the event and its effect or likely effect, and use all reasonable endeavours to minimise the effect of the Force Majeure Event and to bring it to an end.
13.12 Anti-Corruption
Neither party has received, or been offered, any illegal or improper bribe, kickback, payment, gift or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not breach this restriction.
13.13 Dispute Resolution and Class Action Waiver
Any dispute, controversy or claim arising out of or relating to this Agreement, or to any aspect of the relationship between you and CareVault, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator, instead of in a court by a judge or jury, unless you opt out of this arbitration agreement within 30 days of the date you first accept any version of this Agreement (the "Opt Out Deadline"). You may opt out of these arbitration procedures by emailing us at legal@carevault.com.au by the Opt Out Deadline and stating that you reject the agreement to arbitrate. Unless you opt out by the Opt Out Deadline, you agree that both you and CareVault are waiving the right to sue in court and to have a trial by jury. The arbitrator has the power to rule on any challenge to its own jurisdiction, on the arbitrability of any claim, and on the validity or enforceability of any part of the agreement to arbitrate. The arbitrator also has the power to award temporary, interim or permanent injunctive relief, or relief providing for specific performance of this Agreement, but only to the extent necessary to provide the relief warranted by the individual claim before the arbitrator. You and CareVault agree to arbitrate solely on an individual basis, and agree that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitration will be administered by an arbitration service selected by CareVault, in accordance with its applicable rules and procedures. Judgment on the award made by the arbitrator(s) may be entered in any court that has jurisdiction.