Terms of Use

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Last updated: December 23rd 2021.

Welcome and thank you for visiting XRHealth!

We, XRHealth AU Pty Ltd. (ACN 631 035 419) and our Related Entities shall be referred to collectively as “XRHealth”, “we”, “us”, or “our”. We provide a wide range of services through or accessible by the Sites related to virtual and augmented reality telehealth consultations and treatments (“Services”). This includes the Subscription Services, and the use of certain Hardware (as defined below).

The website located at https://www.xrhealth.com.au/ (“Website”) and other related platforms, including our website for patients and health professionals, mobile applications (including applications or other software that is used in conjunction with the Hardware) (“App”), web-portal (“Portal”) and digital properties made available on or via this website (collectively, the “Site”) are owned and operated by us.

In this Agreement, “you”, “your”, or, for the purposes of receiving telehealth services, the “patient”, shall refer to you as a visitor of our Site and/or a patient who utilises our Services, of which this Agreement will be deemed to bind.

By accessing and using our website at https://www.xr.health/, platform, portal, or mobile application (collectively, the “Site”), the hardware which we may provide to you in connection with the use of the site (“Hardware”, as further defined below) and any additional functions, materials, content (defined below) and services offered or related thereto (collectively, the “Services”, and together with the Site and the Hardware, the “XRHealth Products”), you accept this Agreement of use (“Terms”), any additional notices, disclaimers and our Privacy Policy, (collectively, this “Agreement”) as they govern and apply to all and any use, access and availability of our Services. Please review carefully these Terms, and read carefully our Privacy Policy to learn more about how we use any information you provide about yourself.

This Agreement and our Privacy Policy may be amended by us at any time, and. We may revise and update this Agreement from time to time without prior notice to you and will post the updated Agreement to the Site, so please make sure you read this Agreement periodically.  By continuing to use any of the XRHealth Products, you accept this Agreement as it applies from time to time. If you do not agree to this Agreemnet, please refrain from using the XRHealth Products. Any changes to this agreement will apply immediately upon posting. Any changes to this Agreement will not apply retroactively to events that occurred prior to such changes.  

YOU UNDERSTAND THAT THIS AGREEMENT IS LEGALLY BINDING INSTRUMENTS BETWEEN YOU AND XRHEALTH, AND AGREE TO BE BOUND BY IT.

YOU CERTIFY THAT YOU ARE AT LEAST 18 YEARS OF AGE OR, IF YOU ARE LESS THAN 18 YEARS OF AGE, THAT YOU ARE USING THE XRHEALTH PRODUCTS WITH THE SUPERVISION OF YOUR PARENT OR LEGAL GUARDIAN WHO AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. MAKE SURE TO REVIEW THIS AGREEMENT OF SERVICE WITH YOUR PARENT OR GUARDIAN SO THAT YOU BOTH UNDERSTAND ALL OF YOUR RIGHTS AND OBLIGATIONS.

PLEASE READ THIS AGREEMENT IN ITS ENTIRETY. THIS AGREEMENT CONTAINS IMPORTANT TERMS AND CONDITIONS THAT AFFECT YOU AND YOUR USE OF THE XRHEALTH PRODUCTS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE OUR XRHEALTH PRODUCTS.

DEFINITIONS

For the purposes of this Agreement:

Australian Consumer Law” means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Business Day” means a day which is neither (i) a Saturday or Sunday, nor (ii) a public holiday in Victoria, Australia.

Cancellation Fee” means the pro-rata Price for the unused portion of the first month of the treatment program.

Completion Date” means the earlier of the following dates:

  1. the date that XRHealth or its clinician notifies the patient by email that the patient has completed their treatment (being either the conclusion of the initial treatment period or the Subscription Period);
  2. the date that the patient decides to cancel or suspend the account; or
  3. the date that the Services are terminated by you or by us for whatever reason.

Content” means any and all text, publications, artwork, photographs, pictures, images, written, audio and visual materials, motion pictures, software, graphic user interface design, design elements, source and object code, domain names, interactive features related graphics, logos, button icons, scripts, circuit layouts, other copyright works, trade marks, or intellectual property contained on our Sites.

Hardware” means any hardware devices, as well as each or any replacement, altered or substitute part and all appliances, parts, components, instruments, appurtenances, accessories and other equipment which may from time to time be incorporated or installed in or attached to the Services and, except where the context otherwise requires includes any part of the Services. Hardware may be supplied, leased, sold, or otherwise become available to you under this Agreement or under additional usage terms, by XRHealth or by any of its vendors, contractors or lessors.

Hardware Fee” means the relevant fee imposed by XRHealth from time to time for the use of the Hardware payable at the frequency specified by XRHealth as advised by us to you prior to the commencement of the Services or at the rate otherwise set out in this Agreement.

Interactive Areas” means online platform for registered users wherein they can interact with each other through private chat features and/or via social networks such as Facebook.

NDIS” means National Disability Insurance Scheme.

Personal Information” is given its meaning in the Privacy Act 1988 (Cth).

Price” means the cost of our Services or for accessing and/or using our Sites, including but not limited to the out-of-pocket cost of each consultation you have with one of our clinicians during your treatment, and includes the Subscription Fees (if any), as advised by us to you prior to the commencement of the Services.

Private Patient” means a patient that is not a participant of the NDIS.

Registration Data” means any information provided by you to us in connection with your use of the Sites and access to our Services, including but not limited to Personal Information such as your name, date of birth, contact details, password, and billing and payment information.

Related Entity” is given its meaning in the Corporations Act 2001 (Cth).

Reports” means any content, reports, information or results collected by XRHealth or its nominated qualified health professionals or registered practitioners through your use of the Services and provided to you.

“Six Month Subscription” means a subscription to the Subscription Services on a six monthly basis.

Subscription Fee” means the then prevailing Price for the Subscription Services as advised by us to you at the commencement of the Subscription Period.

Subscription Period” has the meaning given to that term in clause 3.10 of this Agreement.

Subscription Services” has the meaning given to that term in clause 3.10 of this Agreement.

“Weekly Subscription” means a subscription to the Subscription Services on a weekly basis.

  1. OUR SERVICES

1.1. OUR SERVICES ARE INTENDED AS A SUPPORT TOOL FOR MEDICAL TREATMENT ONLY. THEY DO NOT CONSTITUTE RESCUE SERVICES AND / OR EMERGENCY MEDICINE, AND ARE NOT A SUBSTITUTE FOR RECEIVING MEDICAL ADVICE – PLEASE CONSULT WITH YOUR ATTENDING PHYSICIAN, BEFORE AND DURING USE OF THE SERVICES, REGARDING ANY QUESTIONS REGARDING DIAGNOSIS OR MEDICAL TREATMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR RECEIVING MEDICAL CONSULTATION PRIOR TO THE COMMENCEMENT OF THE USE OF THE SERVICES AND DURING THEIR USE, AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BY YOU AS A RESULT OF AND / OR IN CONNECTION WITH ANY USE OF THE SERVICES.

1.2. By using any of the Services you represent and warrant to us as follows:

1.2.1. You have the legal capacity to understand and enter this Agreement and our Privacy Policy; and

1.2.2. You certify that you are at least 18 years of age or, if you are less than 18 years of age, that you are using the XRHealth Products with the supervision of your parent or legal guardian who agrees to be bound by the terms of this A Make sure to review this Agreement of service with your parent or guardian so that you both understand all of your rights and obligations.

1.3. The Services offered by the Sites are available only to individuals who have legal capacity in accordance with clause 1.2.

1.4. PREREQUISITES FOR USING OUR SERVICES. PLEASE NOTE: THE SERVICES ARE USED AS A SUPPORTIVE TOOL FOR MEDICAL TREATMENT AND THEREFORE, THEY ARE NOT SUITABLE FOR EVERYONE SEEKING TO USE THEM. THE USE OF THE SERVICES IS SUBJECT TO THE SUITABILITY ASSESSMENT PROCESS PERFORMED BY XRHEALTH AND THE DETERMINATION THAT YOU ARE SUITABLE FOR THE USE OF THE SERVICES, AT XRHEALTH’S SOLE DISCRETION.

1.5. Consent to Treatment:

1.5.1. Our telehealth-based Services are provided by healthcare professionals, including physiotherapists and occupational therapists retained by XRHealth (the “Telehealth Professionals”). Telehealth involves the real-time evaluation, diagnosis, consultation, and treatment of a health condition using advanced telecommunication technology, which often includes the use of interactive audio, video, or other electronic media. The use of telehealth technology allows the XRHealth provider to see and communicate with you, the patient, in real-time from a remote or distant location. The services needed to support this treatment may include physiotherapy, occupational or other therapy.

1.5.2. As a patient utilising the Services, you confirm that you have had the opportunity to ask questions and have had these questions answered to your satisfaction. You have received an explanation and a copy of your rights and responsibilities as a patient of XRHealth’s and understand those rights and responsibilities. You understand the benefits and risks of receiving treatment at home and hereby authorise XRHealth and its practitioners, associates, technical assistants and/or other professionals as XRHealth may deem necessary (the “Telehealth Providers”) to provide the treatment to you as set forth by and under the direction of your physician.  

1.5.3. By agreeing to this Agreement, you are giving your informed consent for the provision of telehealth services by XRHealth Telehealth Professionals.

1.6. Benefits and Risks of Telehealth Services. 

1.6.1. Telehealth provides access to care in circumstances where it may be difficult to provide otherwise. The benefits of telehealth services may include improved and easier access to health care by enabling patients to remain in their own locations and more efficient health care evaluation and management, often at a lower cost compared to other alternatives. Yet, as with any type of health care service, there are potential risks associated with the use of telehealth services and, hence, the Services provided via this Sites. XRHealth Telehealth Providers: (a) may conduct their practice in a different location than the one where you may be physically present for such medical care; (b) may not have the opportunity to perform an in-person physical examination of you at the time my telehealth services are provided; and (c) may rely on information provided by you before and during your telehealth services encounter.

1.6.2. You understand that the XRHealth Telehealth Providers’ advice, recommendations, and/or decisions may be based on factors not within their control, such as incomplete or inaccurate data provided by you or distortions of diagnostic images or specimen that may result from electronic transmission issues. You understand that you must provide information about your medical history, condition(s), and current or previous medical care that is complete and accurate to the best of your knowledge and ability. You also understand that in the event the telehealth services are interrupted due to a technology problem or an equipment failure, alternative means of communication may be implemented and/or an in-person medical evaluation with your health care provider may be necessary.

1.6.3. You understand that the level of care provided by XRHealth Telehealth Providers is to be the same level of care that is available to you through an in-person medical visit; provided, however, if our XRHealth Telehealth Providers determine that the provision of telehealth services will not adequately address your medical needs, the treating XRHealth Telehealth Provider(s) may require you to schedule and attend an in-person medical examination with your health care provider.

1.6.4. IF, AFTER A TELEHEALTH SERVICES SESSION, YOU EXPERIENCE ANY URGENT MEDICAL SYMPTOMS OR CONDITIONS, YOU SHOULD ALERT YOUR TREATING PHYSICIAN OR, IN THE CASE OF AN EMERGENCY, YOU MUST DIAL 000 OR GO DIRECTLY TO THE NEAREST EMERGENCY DEPARTMENT.

1.6.5. If required by law, XRHealth Telehealth Providers must share information regarding your telehealth services session with your primary care physician. You hereby authorise XRHealth and your XRHealth Telehealth Provider(s) to share such information, which may include but is not limited to copies of your medical records, a report containing an explanation of the telehealth services provided to you, and/or any evaluation, analysis, or diagnosis of my medical condition made by the XRHealth Telehealth Provider(s).

1.7. Primary Care Provider Relationship; No Medical Diagnosis: Our Services may include medical and/or non-medical applications. The Services you receive from healthcare professionals through the Site should not be used as a replacement for a primary care provider relationship. The Services you receive from healthcare professionals through the Site may not necessarily give rise to a provider-patient relationship or an ongoing treatment relationship. You are expected to seek follow-up or emergency care when recommended by a healthcare professional or when otherwise needed, and you should continue to consult with your primary care provider and/or any other health care providers as needed or recommended. Additionally, the healthcare professionals who provide Services through the Site may make recommendations and/or arrangements for follow-up care, as appropriate, and you are welcome to access our Services for these follow-up visits.  Our Services are intended to provide you with a wide range of immersive applications, games and content enhancing the physical and cognitive wellbeing (which includes the use of any Hardware). The design and function of the Hardware and its contents, such as information, questions, text, graphics, images, audio and video files, user help files, user interface, layout and presentation, and data relating to your use of the Services, and other material contained in the Hardware (“Content”) are not intended to function as medical diagnosis. Although certain Content has been prepared in consultation with healthcare professionals, the Content is not intended as medical diagnosis or treatment in lieu of consultation with a health care provider. Please consult your health care provider regarding any specific diagnosis, treatment or health questions. IF YOU ARE EXPERIENCING AN URGENT MEDICAL CONDITION, IMMEDIATELY CALL 000.

  1. LICENCE TO USE OUR SERVICES

2.1. Subject to the terms and conditions of this Agreement, We grant you a non-exclusive, revocable and non-transferable licence to use the XRHealth Products,in accordance with these Agreement, such licence expiring immediately on termination or expiry of your subscription to our Services.

2.2. The Sites may contain links and other pointers to internet websites or applications operated by third parties.  We do not control these linked websites and are not responsible for the contents of any linked website. Your access to any such website is entirely at your own risk. You should contact the relevant third-party directly to make inquiries concerning the information prior to entering into a transaction in relation to the third-party products and services.

2.3. You may share and embed links from our Sites on third party websites however we wholly reserve the right to remove and/or to request the removal of any such links at our sole discretion.

2.4. Except as expressly permitted by this Agreement, any:

a) modification or other use;
b) sale; or
c) redistribution in any form or medium
of the Content is prohibited without our prior written permission.

2.5. You acknowledge and agree that:

2.5.1. we retain complete editorial control over the Sites and may alter, amend or cease the operation of the Sites at any time in our sole discretion;

2.5.2. while we make every effort to operate the Sites on a continuous basis, they may be unavailable from time to time (including for maintenance purposes); and

2.5.3. to the extent you provide any feedback, comments or suggestions to XRHealth regarding the Services (“Feedback”), XRHealth shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of XRHealth’s current or future products, technologies or services and use such Feedback for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed non-confidential.

2.6. In exchange for the licence granted to you under this clause, you must not:

a) use the Sites in breach of any applicable laws or regulations;
b) use the Sites (or Content obtained from the Sites):
c) to transmit (or authorise the transmission of) “junk mail,” “chain letters,” unsolicited emails, instant messaging, “spimming,” or “spamming”;
d) to impersonate any person or entity;
e) to solicit money, passwords or personal information from any person; or
f) to harm, abuse, harass, stalk, threaten or otherwise offend others;
g) use any search robot, spider, or other device or process to retrieve, index, or in any way reproduce, modify or circumvent the navigational structure, security or presentation of the Sites and its Content;
h) transmit or otherwise make available in connection with the Sites any virus, worm, trojan horse, time bomb, spyware, or any other similar computer code, that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment;
i) use the Sites with the assistance of any automated scripting tool or software;
j) frame or mirror any part of the Sites and its Content without our prior written authorisation;
k) copy, reverse engineer, decipher, or otherwise disassemble any portion of the Sites or cause any other person to do so;
l) interfere with or disrupt the operation of the Services or the servers or networks that host them;
m) bypass any measures we may use to prevent or restrict access to the Services; and/or
n) delete any attributions or legal or proprietary notices on the Sites.

  1. SUBSCRIPTIONS

3.1. XRHealth will provide you with access to the XRHealth Products in accordance with thisAgreement, as purchased by you. You may be required to download and install certain software, as may be updated from time to time.

3.2. Our Services are intended to provide you with a wide range of immersive applications, games and content enhancing the physical and cognitive wellbeing (which includes the use of the Hardware). While using the applications, performance data is collected, analysed and quantified, using advanced algorithms and providing the user with performance tracking insights. The Reports of the Services will be made available to you through our Portal. XRHealth will not share or distribute such Reports to others. Please refer to our Privacy Policyfor more information about how we collect and use your information.

3.3. Please note that XRHealth clinicians will be providing you with your plan of care and will remotely monitor your use and performance of the platform.  

3.4. The Sites may also provide you with comprehensive information regarding, amongst other matters, XRHealth’s services, concept, sales, news and so forth, including any other Content related thereto.

3.5. The App may include the sending of push-notifications, messages, emails, alerts via various means of communication. You can deactivate the push-notifications at any time by changing the notification settings on your device.

3.6. Once you have been notified by XRHealth or its clinician by email that you have completed your treatment, but subject to clause 3.15, you will no longer have access to our Services, Sites or the continued use of the Hardware.

3.7. Private Patients

3.7.1. If you are a Private Patient, XRHealth will determine whether an 8 week or 12 week treatment program is suitable for you or such other treatment program period as is offered by us to you at the time.

3.7.2. You will have the option to either make:

a) weekly payments of the Price in advance by way of a direct debit for the Services to be provided each week; or
b) an upfront payment at the commencement of the treatment program of the Price for the Services to be provided for the duration of the treatment program period.

3.7.3. By selecting the weekly payment option, you agree and authorise us to deduct the Price from your account in accordance with our Direct Debit Terms and Conditions. The authority will remain valid until your treatment program is completed or you notify us to cancel your treatment program in accordance with clause 3.9.

3.8. National Disability Insurance Scheme (NDIS) Participants

3.8.1. Clauses 9 and 3.10 apply to NDIS Participants.

3.8.2. As an NDIS Participant:

3.8.2.1. XRHealth will determine an appropriate treatment program for you, being either:

a) The XR Complete program – In this program, you will have weekly appointments and a $0 Hardware Fee; or
b) The XR Balance program – In this program, you will have fortnightly or monthly appointments and a $135 per month plus GST as a Hardware Fee.

3.8.2.2. You will enter into a separate agreement with XRHealth in addition to this Agreement, which XRHealth will provide to you.

3.8.2.3. If you are participating in the XR Complete program and wish to reduce the appointment frequency, you can notify us at officeau@xr.healthand we will arrange for you to either:

a) Be moved to the XR Balance program whereby you will be required to attend appointments fortnightly or monthly and pay $135 per month plus GST as a Hardware Fee; or
b) Return the Hardware and complete your treatment via telehealth only at our then prevailing rates as published on our website or otherwise at the time, depending on which option is appropriate in the circumstances.

3.8.3. As an NDIS Participant, you will have the option to either:

a) make payment for the Services provided during the previous consult upon receipt of an invoice from XRHealth detailing the Price and Hardware Fee; or
b) make an upfront payment at the commencement of the treatment program of the Price for the Services to be provided for the duration of the treatment program period and the total Hardware Fee.

3.9. Termination of Treatment Program and Cancellation Fees

3.9.1. You can notify us at officeau@xr.healthto cancel your treatment program:

3.9.2. within the first month of your treatment program by giving 30 days written notice; or

3.9.3. after the first month of your treatment program:

3.9.4. if you are a Private Patient, by giving 7 days written notice; or

3.9.5. if you are an NDIS participant, by giving written notice in accordance with the requirements under the relevant agreement with XRHealth.

3.9.6. If you are a Private Patient and cancel your treatment program within the first month of your treatment program and you:

a) are making weekly payments, you will be charged a Cancellation Fee; or
b) made an upfront payment at the commencement of the treatment program, you will be entitled to receive a pro-rata refund for the unused portion of your treatment program minus the Cancellation Fee.

3.9.7. If you are an NDIS participant, you must attend all appointments scheduled in the first month of your treatment program. If you cancel an appointment or do not attend, you will still be invoiced for the appointment.

3.9.8. If you cancel your treatment program after the first month of your treatment program, no cancellation fees apply and you may be entitled to receive a pro-rata refund for the unused portion of your treatment program if you made an upfront payment.

3.9.9. Upon termination of your treatment program, you will no longer have access to the Services or the continued use of the Hardware and must return the Hardware in accordance with clause 10 unless you continue your treatment on a Weekly Subscription or Six-Month Subscription in accordance with clause 3.10, in which case you are not required to return the Hardware until the expiration of the relevant Subscription Period.

3.9.10. XRHealth reserves the right to suspend or cancel your treatment program at any time in its absolute discretion.

3.10. Subscription Services

3.10.1. Once you have completed your initial treatment program, we will offer you an opportunity to continue your treatment on a Weekly Subscription or Six Month Subscription or for such other period as is offered by us to you at the time (“Subscription Period”) to enable you to continue to access our Services, Hardware (including applications or other software that is used in conjunction with the Hardware) and Sites after your initial treatment period has completed (Subscription Services).

3.10.2. If you wish to access the Subscription Services, you will be required to pay:

a) a weekly Subscription Fee in advance if you have a Weekly Subscription, which will be the Price for the Subscription Services to be provided for the week; or
b) an upfront payment of the Subscription Fee at the commencement of a Six-Month Subscription which will be the Price for the Subscriptions Services to be provided for the six-month period at a discounted rate.

3.10.3. By purchasing a Weekly Subscription, you agree and authorise us to deduct the Subscription Fee from your account in accordance with our Direct Debit Terms and Conditions. The authority will remain valid until you notify us to cancel your subscription in accordance with clause 3.11. For more information about how the Subscription Services will be governed, please refer to the following link: https://xrhealth.com.au/xrhealth-subscription.  

3.10.4. Your Weekly Subscription will automatically renew at the time of purchase until you notify us to stop. To find out how to cancel your Weekly Subscription, see clause 3.11.

3.10.5. We will contact you at the end of the Six-Month Subscription with an offer to renew your Six-Month Subscription at the then prevailing renewal rate, which may be varied from time to time.

3.11. Termination of Subscription Services

3.11.1. You can notify us at officeau@xr.healthto cancel your:

a) Weekly Subscription by giving us 7 days written notice; or
b) Six Month Subscription by giving: (i) 30 days written notice if notice is given within the first month of your Six Month Subscription; or (ii) 7 days written notice if notice is given after the first month of your Six-Month Subscription.

3.11.2. You may be eligible to receive a pro-rata refund for the unused portion of your Six-Month Subscription period.

3.11.3. XRHealth reserves the right to suspend or cancel your Weekly Subscription or Six-Month Subscription at any time in its absolute discretion. In the event that XRHealth cancels your Weekly Subscription or Six-Month Subscription, you will receive a pro-rata refund for the balance of the term outstanding on your Weekly Subscription or Six-Month Subscription from the date of suspension or cancellation subject to you returning the Hardware in its original condition save for fair wear and tear. You acknowledge that you may not receive a pro-rata refund for the balance of the term outstanding in the event the Hardware is not returned or is returned damaged.

3.11.4. Upon termination of your Weekly Subscription or Six-Month Subscription, you will no longer have access to the Subscription Services or the continued use of the Hardware and must return the Hardware in accordance with clause 10.

  1. ACCOUNT REGISTRATION

4.1. In order to use certain features of the Services from our Sites and the Interactive Areas, you will be required to provide us with Registration Data (“Account”). By registering for an Account or by continuing to browse our Site as a guest, you are taken to have accepted this Agreement and our Privacy Policy.

4.2. As part of the registration process and as a condition of your access to the Sites, you may create one Account only and provide us with your current, complete and accurate Registration Data (some of which is not mandatory).

4.3. If your Registration Data changes, you must promptly update your Account to reflect those changes. You may do so by using the Profile Setting button.

4.4. As a user of the Sites, you agree that:

4.4.1. you will use the Sites only for purposes permitted by this Agreement;

4.4.2. you are responsible for maintaining the confidentiality of your Registration Data at all times;

4.4.3. you are solely responsible for the use and maintenance of your Account;

4.4.4. we may deny anyone access to an Account or the Sites at any time and for any reason without notice; and

4.4.5. we are not obliged to confirm the identity of the Site users.

4.5. Each registration is for the personal use of the registered user only. You may not share your log-in details or password (if required) with any other person. XRHealth does not allow multiple users (networked or otherwise) to access the Sites through a single name and password and may cancel or suspend your access to the Sites if you do this, or breach any of this Agreement, without further obligation to you.

4.6. You acknowledge that in the event that we believe that you have breached a term of this Agreement or any other terms or policies referenced herein, or if you otherwise create risk or possible legal exposure for us, we may, at our sole discretion terminate or suspend your Account with us, and you will not be entitled to a refund of any Services provided for the period up to and including the date of suspension or termination of your Account resulting from a breach of this Agreement.

4.7. We will use your Registration Data and any other personal information provided by you to us in accordance with our Privacy Policy.

4.8. You may receive emails from us confirming the details of your registration, and providing you with necessary information relating to your access and use of the Sites.

4.9. If you wish to cancel and remove your Account, please send us an e-mail of your request to: officeau@xr.health. Your Account will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account (see further details in the Privacy Policy). Note that you will be able to edit or remove, at any time, any information contained in your personal Account.

4.10. Cancelling your account may cause the loss of certain information you provided us and XRHealth does not accept any liability for such loss. Please note that we are legally obligated to keep health information even if your account has been terminated, and such information will be deleted only when and if allowed according to applicable laws. Please refer to the Privacy Policy for further information.

  1. INTELLECTUAL PROPERTY

5.1. You acknowledge and agree that, as between you and us, we own all intellectual property rights in the Sites. Nothing in this Agreement constitutes a transfer of any intellectual property rights from us to you.

5.2. The Content of the Sites and any material e-mailed to you or otherwise supplied to you in conjunction with the Sites is copyright of XRHealth and our licensors, and is subject to Australian and international copyright and intellectual property laws. You may not use or reproduce or allow anyone to use or reproduce any Content (such as the “XRHealth” name and logo or other trade names appearing on the Sites) for any reason without prior written permission from us. The software that operates the Sites is proprietary software and you may not use it except as expressly allowed under this Agreement.

5.3. You may retrieve and display the Services or Content from the Sites on a computer screen or mobile device, print individual pages on paper (but not photocopy them) and store such pages in electronic form on your computer or mobile device for your personal, non-commercial use.

5.4. Except as expressly permitted by this clause, you may not reproduce, modify or in any way commercially exploit our Services or Content on the Sites. In particular, but without limiting the general application of the restrictions in the previous sentence, you may not do any of the following without prior written permission from XRHealth:

5.4.1. reproduce or store in or transmit to any other website, newsgroup, mailing list, electronic bulletin board, server or other storage device connected to a network or regularly or systematically store in electronic or print form, all or any part of the Services or Content;

5.4.2. publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of the Services or Content (including as part of any library, archive or similar service); or

5.4.3. remove the copyright or trade mark notice from any copies of the Content made under this Agreement.

5.5. We retain all rights, title and interest in and to our Services and the Sites. Nothing you do on or in relation to our Services or the Sites will transfer any:

5.5.1. business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright;

5.5.2. right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or

5.5.3. thing, invention, design, system, work or process that is the subject of a patent, registered design or copyright or any other intellectual property right (or an adaptation, improvement, modification of such a thing, invention, design, system, work or process).

5.6. YOUR CONTENT

5.6.1. You are solely responsible for any material, opinion, content or data that you:

a) post, publish or otherwise transmit through the Sites or Interactive Areas, if available; or
b) obtain through accessing or using the Sites or Interactive Areas. (collectively, “User Content”).

5.6.2. Your User Content must not:

a) infringe any law, third party intellectual property rights or any other contractual or proprietary rights of a third party;
b) contain, promote, or provide information about unlawful activities or conduct;
c) contain abusive, homophobic, defamatory, libellous, hateful, discriminatory, obscene, inflammatory or racist language;
d) harass, bully or intimidate any person;
e) contain viruses, or other computer codes, files or programs designed to interrupt, limit or destroy the functionality of other computer software or hardware; or
f) contain financial, legal, medical or other professional advice.

5.6.3. By posting or adding any User Content onto the Sites, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable licence and sub-licence to use that User Content in any way (including, without limitation, by reproducing, changing, translating, and communicating the User Content to the public) and permit us to authorise any other person to do the same thing. This licence will survive any termination of this Agreement.

5.6.4. You represent and warrant to us that you have all necessary rights in respect of any User Content which you post or otherwise contribute to our Sites to grant the licences and consents set out in this clause. You waive any moral rights that you may have in regard to your User Content, and if you add any User Content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner.     

5.6.5. You acknowledge that the views expressed in User Content provided by you and other users do not necessarily reflect the views of XRHealth, and we do not support or endorse any user content. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on our Sites. For the avoidance of doubt, we will not be taken to have uploaded, posted, transmitted or otherwise made User Content available on the Sites simply by facilitating others to post, transmit or otherwise make the User Content available. Furthermore, we do not endorse any opinion, advice or statement made by any person other than us.

5.6.6. Without derogating from the generality of the aforesaid, we reserve the right to:

a) review, modify, reformat, reject or remove any User Content which you upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) that, in our opinion, violates this Agreement or otherwise has the potential to harm, endanger or violate the rights of any person; and
b) monitor use of the Sites, and store or disclose any information that we collect, including in order to investigate compliance with this Agreement or for the purposes of any police investigation or governmental request.

5.6.7. If you believe that any User Content infringes your legal rights, you should notify XRHealth immediately by contacting our customer service centre.

  1. FEEDBACK

6.1. Separate and apart from User Content, you may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information about us and our XRHealth Products (collectively, “Feedback”). You agree that XRHealth and its affiliates shall be able to use the Feedback in any way they may choose without any obligation to you.

  1. SERVICE AVAILABILITY

7.1. We use our best endeavours to try to ensure the Services provided on our Sites and by our clinicians are available. However, circumstances outside of our control (for example errors in our system or disruption to the communication network) may result in the Services being unavailable.

7.2. If a Service is unavailable we will notify you as soon as reasonably practicable. If your matched clinician is unable to provide you Services, we will make a reasonable effort to provide you the Services with a replacing clinician.

7.3. We shall not be liable for any compensation, loss or damage caused by any delay to the Services being provided to you.

7.4. You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, Mobile Device, internet service plans, or Mobile Provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or used with your computer.

  1. PRICE AND PAYMENT

8.1. The relevant Prices for all Services and access to our Sites are in Australian dollars and GST-inclusive and you are required to pay such Prices as and when they fall due.

8.2. We accept payment via Visa Card, Master Card. No other forms of payment are accepted.

8.3. Payments made via the Sites may be processed via certain online payment service providers (“Online Payment Processors”). For more information regarding this matter, please refer to our Privacy Policy. We may add or change the Online Payment Processors in our sole discretion. The Online Payment Processors enable you to send payments securely online using a credit card, debit card or bank account. We do not control and are not affiliated with such Online Payment Processors. These Online Payment Processors are independent contractors and have no employment or agency relationship with us. XRHealth is not responsible in any way for the actions or performance (or lack thereof) of the Online Payment Processors. The use of the Online Payment Processors is at your own risk. It is your responsibility to abide by all the terms specified by the Online Payment Processors in their terms of use and privacy policies. You acknowledge that you are fully assuming the risks of conducting any transactions via the Online Payment Processors.

8.4. Your credit or debit card information is stored by our payment processor so that we can process your payments (if applicable).

8.5. Your details will be transmitted to our Online Payment Processor via Payment Card Industry Data Security Standards (PCI-DSS) compliant protocols. Our Online Payment Processor is responsible for protecting the security of credit or debit card details stored on their servers, and will take reasonable steps to protect your personal information from unauthorised access and accidental loss or modification.

8.6. We may also deduct payment from your credit card at or around the time of your initial booking call with us. You authorise us to debit your credit card in advance prior to each consultation. We will store your credit card information in accordance with the PCI-DSS guidelines.  By registering for an Account or by continuing to browse our Site as a guest, you are taken to have accepted the Direct Debit Terms and Conditions. If there are insufficient funds or there is otherwise a failure to debit your credit card for payment as and when payment falls due or you are otherwise in breach of the Direct Debit Terms and Conditions, you will also be in breach of this Agreement.

8.7. Subject to clause 3.13, you understand and agree that for any Services provided on an appointment basis, you may be responsible for a missed appointment fee according to our then prevailing rates as published on our website or otherwise at the time if you do not cancel a scheduled appointment at least twenty-four (24) hours in advance of the scheduled appointment time.  

8.8. We reserve the right to change the prices and fees at any time. In the event the Price or your Subscription Fee changes, you will be given 14 days notification prior to when you would need to make a decision to cancel and not be affected. The new fees will automatically take place from your next billing cycle.

  1. YOUR USE OF THE HARDWARE

9.1. Hardware Lease. As part of the Services, you may use a device, unit, hardware or other physical technology that XRHealth or our lessors may lease, license, sell or otherwise make available to you under this Agreement or additional usage terms (“Hardware”). By using or leasing the Hardware, you agree to be bound by such Hardware provider’s additional terms and conditions and their privacy policy. Please read and follow the warnings and information pertaining to safe use of the Hardware carefully before using the Hardware. FAILURE TO FOLLOW SUCH SAFETY WARNINGS AND INSTRUCTIONS COULD RESULT IN SERIOUS PROPERTY DAMAGE, BODILY INJURY AND EVEN DEATH. IN NO EVENT WILL THE XRHEALTH PARTIES (DEFINED BELOW) BE LIABLE TO YOU FOR YOUR USE, INABILITY TO USE, OR MISUSE OF THE HARDWARE.

9.2. By using the Hardware, you agree and accept the Direct Debit Terms and Conditionsand the terms and conditions of the use of the Hardware as set out in this clause 9.

9.3. Without derogating from the generality of the aforesaid, you undertake: (a) to maintain and protect the Hardware and its integrity, as long as it is in your possession; (b) take all reasonable measures to prevent loss or damage to the Hardware – note that you will be responsible for any loss and / or theft and / or damage caused to the Hardware (excluding malfunctions and normal wear and tear) and that we reserve the right to charge you with the cost of repairing the Hardware and / or the cost of the Hardware in the event that damage to the Hardware occurs as a result of negligence, loss, theft or improper use by you; (c) that you will not repair or attempt to repair the Hardware – any malfunction in the Hardware must be notified to XRHealth immediately; and (d) that you use the Hardware solely for the purpose of receiving the Services and in accordance with the law applicable to you. All repairs and upgrades of the unit will be made by XRHealth and / or the Hardware manufacturer.

9.4. XRHealth retains full title to the Hardware despite the delivery of the Hardware to you and the possession and use of the Hardware by you, subject only to the rights of you as a mere bailee of the Hardware with a right only to use them in accordance with, and under, this Agreement.

9.5. You must at all times keep and maintain the Hardware in proper working order and condition and in good and substantial repair. XRHealth will make due allowance for normal wear and tear but the Hardware must at all times be capable of being operated fully and efficiently for the purpose, and to the capacity, for which the Hardware was intended at the date of their acquisition by XRHealth for the purposes of the Services.

9.6. You will be fully responsible to XRHealth for any loss of or damage to the Hardware (however occasioned). Please refer to our Direct Debit Terms and Conditionsfor more information about how XRHealth deals with lost, stolen or damaged Hardware. You must immediately notify XRHealth in writing of any such loss or damage or malfunction of the Hardware.

9.7. You agree to use, operate and possess the Hardware at your own risk and you must not part with possession of the Hardware without our consent, and if you do part with possession of the Hardware or deal in any way with the Hardware in breach of this Agreement you acknowledge that we have not authorised such dealing or agreed that such dealing would extinguish the Security Interest created by this Agreement under clause 9.8. You agree that XRHealth will have no responsibility or liability for any loss or damage to any of your property. To the full extent permitted by law, you release and discharge XRHealth and its agents and employees from:

a) all claims and demands on XRHealth; and
b) any loss or damage whatsoever and whenever caused to you or your agents or employees whether by way of death of, or injury to, any person of any nature or kind, accident or damage to property, delay, financial loss or otherwise, arising directly or indirectly from or incidental to a breakdown of, or defect in, the Hardware or any accident to or involving the Hardware or your use, operation, repair, maintenance or storage (whether occasioned by the negligence of XRHealth or otherwise) or which may otherwise be suffered or sustained in, upon or near the Hardware.

9.8. You acknowledge that this Agreement constitute a security agreement under the PPS Law and creates a Security Interest in the Hardware that is irrevocably granted by you to secure the punctual payment of all amounts owing by you under this Agreement and the performance of all your other obligations under this Agreement. You agree that the Security Interest created by this Agreement attaches or otherwise takes effect immediately upon you obtaining possession of the Hardware. The Security Interest created by this Agreement extends not only to the Hardware but also to all and any Proceeds arising from any dealings with the Hardware.  For the purposes of this Agreement:

9.9. PPS Law means the Personal Property Securities Act 2009 (Cth) and the regulations made under such Act as amended from time to time;

9.10. Proceeds has the meaning given to that term under the PPS Law;

9.11. Security Interest means a security interest under the PPS Law and/or any other mortgage, pledge, lien or charge and/or any other interest or arrangement that secures payment of money or performance of an obligation.

  1. DELIVERY, SHIPPING AND RETURN OF HARDWARE

10.1. We try to ensure that the Hardware is delivered within the timeframe of 2 to 15 Business Days after a request to rent the Hardware is placed, provided you have been approved for virtual reality use. However due to Hardware availability, processing, the delivery destination and other circumstances outside of our control, delays may occur.

10.2. If you have not received the Hardware after 2 weeks please contact us.

10.3. If the Hardware arrives damaged please contact usimmediately and we will arrange for the damaged Product to be returned to us.

10.4. In the instance that you provide an incorrect delivery address we will not be responsible or loss or damage suffered by you, if the Hardware is delivered to the incorrect address that you have supplied.

10.5. Please note that all delivery/shipping fees are non-refundable unless the Hardware fails to comply with the Australian Consumer Law consumer guarantee provisions.

10.6. You must deliver the Hardware to the address printed on the return label no more than seven (7) Business Days after the Completion Date. The Hardware must be placed in the original box (or a different suitable shipping box) and properly sealed. The return label must be attached to the box and then dropped off at the nearest post office. If you have lost or cannot find the return label, please contact us.

  1. CONSUMER GUARANTEES

11.1. Our Hardware come with guarantees that cannot be excluded under the Australian Consumer Law.

11.2. Any rights or remedies which you are entitled to under Australian Consumer Law arises independently to this Agreement and nothing in this Agreement limits any claim you may have under Australian Consumer Law. You may be entitled to remedies that cannot be excluded under Australian Consumer Law if the Hardware supplied by us to you fails to meet a consumer guarantee under Australian Consumer Law.

11.3. To the fullest extent permitted by law (including the Australian Consumer Law), XRHealth does not guarantee that it will not try to repossess or take back the Hardware rented by you on completion of your treatment, or earlier if you are in breach of this Agreement. We give you undisturbed possession of the Hardware until the end of your treatment as notified by your clinician, at which point you must return the Hardware to XRHealth.

  1. RECALLS

12.1. For the purposes of this clause, “Adverse Event” means any untoward medical occurrence in a person that occurs with use of the Hardware.

12.2. In the instance an Adverse Event occurs regarding the Hardware that come to your attention, you agree to provide XRHealth a written report within one (1) Business Day of becoming aware of such an event.

12.3. You agree that, unless otherwise required by law or applicable regulatory authority, XRHealth shall be solely responsible for determining if any Hardware recall should occur. Stockists and wholesalers agree to co-operate to the fullest extent possible to diminish any risk to the public from an Adverse Event, including taking the following actions (as directed by XRHealth):

12.4. removing Hardware that may be affected from offer for rent to the public;

12.5. recalling Hardware that may be affected where they have been rented;

12.6. complying with all laws, regulations and notice requirements in relation to product recalls;

12.7. disseminating information that has been approved by XRHealth and which in XRHealth’s opinion is necessary or desirable to limit any harm, loss or damage that maybe caused in any way in relation to the matter; and

12.8. complying with any other directions and corrective action required by XRHealth in relation to the matter.

  1. DISCLAIMERS

 

13.1. THERE ARE IMPORTANT HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS THAT YOU MUST READ BEFORE USING THE SERVICES, WHICH ARE AVAILABLE AT https://company.xr.health/warning-and-precautions. BY USING THE XRHEALTH PRODUCTS, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTOOD THESE WARNINGS AND INSTRUCTIONS. WE MAY UPDATE OR REVISE THESE WARNINGS AND INSTRUCTIONS, SO PLEASE REVIEW THEM PERIODICALLY. ADDITIONAL HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS MAY BE PROVIDED BY DEVELOPERS IN RELATION TO SPECIFIC THIRD-PARTY SERVICES. YOU REPRESENT AND WARRANT THAT YOU WILL READ ALL HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS BEFORE USING THE XRHEALTH PRODUCTS. IF YOU ALLOW OTHERS TO USE THE XRHEALTH PRODUCTS, YOU SHALL BE RESPONSIBLE FOR ENSURING THAT EVERY USER KNOWS AND FOLLOWS ALL SAFETY AND OPERATION INSTRUCTIONS. FAILURE TO FOLLOW THESE GUIDELINES MAY RESULT IN PROPRTY DAMAGE, PERSONAL INJURIES, AND EVEN DEATH.

 

13.2. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE XRHEALTH PRODUCTS IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE XRHEALTH PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS, AND XRHEALTH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT (A) THE FUNCTIONS CONTAINED IN THE XRHEALTH PRODUCTS WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, (B) THE OPERATION OF THE XRHEALTH PRODUCTS WILL BE SECURE, UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE, OR (C) ANY DEFECTS IN THE XRHEALTH PRODUCTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY XRHEALTH OR ANYONE ON ITS BEHALF WILL CREATE A WARRANTY. THE FOREGOING DISCLAIMER OF WARRANTIES WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT. THE LAWS OF SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

  1. INDEMNIFICATION.

14.1. You agree to defend, indemnify and hold harmless XRHealth and our affiliates, independent contractors and service providers, and each of our respective directors, officers, employees and agents (collectively, “XRHealth Indemnified Parties”) from and against any and all third-party claims (including any and all liabilities, damages, losses, costs, expenses, and reasonable attorneys’ fees arising therefrom) caused by, arising out of or related to (i) your use of, or inability to use, the XRHealth Products; (ii) your violation of any applicable law or any rights of any third-party; (iii) any act or omission by you which is a breach of your obligations under this Agreement or any other applicable terms, policies, warnings or instructions provided by XRHealth or a third-party in relation to the XRHealth Products; (iv) your use of information or results obtained through the Services; and (v) any User Content or Feedback you provide.

  1. LIMITATION OF LIABILITY.

 

15.1. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES TO YOU OR ANYONE FILING SUIT ON YOUR BEHALF FOR ANY REASON. THE XRHEALTH PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (INCLUDING PERSONAL INJURY AND DEATH), CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, WHETHER DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, ARISING FROM OR RELATING TO THIS AGREEMENT, YOUR USE OF, OR INABILITY TO USE, THE XRHEALTH PRODUCTS OR ANY INFORMATION AND ADVICE YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE XRHEALTH PRODUCTS, EVEN IF AN XRHEALTH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF XRHEALTH. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES.

 

15.2. IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF THE XRHEALTH INDEMNIFIED PARTIES FOR ANY CLAIM WHATSOEVER ARISING FROM OR RELATING IN ANY WAY TO THIS AGREEMENT AND YOUR USE, OR INABILITY TO USE, THE XRHEALTH PRODUCTS, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE AMOUNT YOU PAID TO XRHEALTH TO USE AND ACCESS THE SERVICES.

 

15.3. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING THE AUSTRALIAN CONSUMER LAW). THE LAWS OF SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS OUR LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR IS INTENDED TO AFFECT YOUR NON-WAIVABLE STATUTORY RIGHTS.

  1. THIRD PARTY SERVICES

16.1. XRHealth Products can be used to access software, applications, services, content, and virtual items (including, but not limited to, third-party digital content, additional or enhanced functionality, or media content purchased through XRHealth Products) provided by third parties (“Third-Party Services”). In some cases, we may distribute Third-Party Services to you on behalf of the third party. WE DO NOT MAKE ANY WARRANTIES ABOUT ANY THIRD-PARTY SERVICES. ANY WARRANTY, DAMAGES OR INDEMNITY CLAIMS AGAINST US IN RELATION TO SUCH THIRD-PARTY SERVICES ARE EXPRESSLY EXCLUDED.

16.2. Third-Party Services may be subject to additional terms, conditions, fees, and policies imposed by the third party (together, “Third-Party Terms”). In the event that Third-Party Terms conflict with the provisions of the terms of this Agreement, the terms of this Agreement will govern. You are responsible for complying with any applicable Third-Party Terms, and we recommend that you review any applicable Third-Party Terms before using Third-Party Services. Your use of Third-Party Services is at your own risk. We have no obligations or liability with respect to transactions you enter into with a third party, your access to or use of any Third-Party Services, or any content or functionality therein, your rights to which are solely provided pursuant to a license between you and the provider of such Third-Party Services.

16.3. In no event will XRHealth be considered the licensor of Third-Party Services, to have granted any rights to use Third-Party Services, to have assumed any obligations (including support obligations) with respect to the Third-Party Services, or to have made any representations or warranties with respect to the Third-Party Services. XRHealth and its affiliates have no liability for any information that you provide or authorize us to provide to a provider of a Third-Party Service, or for such third party’s collection, use and disclosure of such information. If you are not presented with an end user license agreement when you acquire Third-Party Services, the following license terms apply to your use of such Third-Party Services:

a) the third party providing the Third-Party Services (and not XRHealth or its affiliates) is the licensor of such Third-Party Services;
b) such third party grants you a limited, non-transferable license to access and use the Third-Party Services only for your personal and non-commercial purposes; and
c) you may not modify, decompile or disassemble the Third-Party Services in whole or in part, or create any derivative works from or sublicense any rights in or to the Third-Party Services, unless otherwise expressly authorized by the third party or as permitted under applicable law notwithstanding these restrictions.

16.4. XRHealth and its affiliates are not parties to the license agreement between you and the provider of such Third-Party Services or other Third-Party Terms.

16.5. Third-Party Services may require access to XRHealth data and services, which is subject to agreements between the third parties that provide such Third-Party Services and us. We may disable this access for a Third-Party Service if the third party does not comply with this Agreements, our policies, or applicable law, or if the agreements are otherwise terminated. This may adversely affect your use of such Third-Party Services, including by making such Third-Party Services partially or fully inoperable. We will not incur any liability to you if we remove or disable access to data and services by a third party for these reasons. This means, without limitation, that we will not provide you with any refunds for such Third-Party Services in these cases. Any rights, including refund claims, which you may have under your agreements with third parties remain unaffected.
YOU AGREE TO INDEMNIFY THE XRHEALTH INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM YOUR USE OF, OR INABILITY TO USE, ANY THIRD-PARTY SERVICES.

  1. UPDATES TO THE SITES AND SERVICES

17.1. XRHealth reserves the right to modify, improve, make any other changes to, or discontinue, temporarily or permanently the XRHealth Products without notice, at any time.

17.2. If XRHealth supplies to you any updates, upgrades and any new versions of the XRHealth Products (“Updates”) according to its then current policies, it may include automatic updating or upgrading of the Sites with or without any additional notice to you and this Agreement will govern any such Updates unless these are accompanied by a separate license agreement which will prevail, and all references herein to the Sites shall include such Updates. For clarity, XRHealth has no obligation to provide Updates. IN NO EVENT WILL XRHEALTH BE LIABLE FOR THE REMOVAL OF OR DISABLING OF ACCESS TO ANY PORTION OR FEATURE OF THE XRHEALTH PRODUCTS. 

  1. STORAGE OF YOUR DETAILS

18.1. Your Personal Information is transmitted via an encrypted connection and stored by XRHealth. Please see our Privacy Policyfor more details.

  1. TERMINATION

19.1. If you object to any of this Agreement, as may be amended from time to time, or become dissatisfied with the Service, you may terminate this Agreement at any time by stopping your use thereof and this will be you sole remedy in such circumstances.

19.2. If you are in breach of this Agreement, or any ancillary terms (such as our Privacy Policyor Direct Debit Terms and Conditions), we may terminate the Services upon seven (7) days’ written notice.  

19.3. In such circumstance and upon termination of this Agreement for whatever reason:

a) the license and all other rights granted to you hereunder will automatically terminate, and we will take immediate steps to discontinue your access to the Services and the Sites;
b) you must comply with this Agreement relating to the Hardware, including returning the Hardware immediately;  
c) you must immediately cease all use of the Services, delete and destroy all copies of the App in your possession or control and so certify to XRHealth if required by it; and

19.4. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Please note that failure to comply with any of use restrictions set forth in this Agreement may result (at XRHealth’s sole discretion) in the termination of your use of the Service and may also expose you to civil and/or criminal liability.

19.5. We note that we can suspend or terminate your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred:

a) there is risk to the security or privacy of your Account;
b) there is a threat to the security or integrity of our network or our servers;
c) suspension is needed to protect the rights, property or safety of XRHealth, its users or the public;
d) there is a basis for termination of your Account;
e) you have violated this Agreement or our Direct Debit Terms and Conditions; and/or
f) we are required to by law.

19.6. In addition, XRHealth may, at any time, terminate your Account for whatever reason.

  1. PRIVACY 

20.1. While using the Services,XRHealth and our Related Entities are collecting your Personal Information for the purpose of providing the Services and getting a better understanding of our target market. Please refer to our Privacy Policy for more information about how we treat data, including how we collect, use and disclose your information.

20.2. In addition, certain third parties, such as developers of Third-Party Services (defined below) may collect information about you when you use the XRHealth Products. These third parties have their own privacy policies and will treat the information they collect about you according to these policies. We encourage you to review these privacy policies before providing any information to third parties. We are not responsible for the accuracy of any third party’s privacy policy or for ensuring that third parties comply with their privacy policies.

20.3. By providing your Personal Information, you agree to the terms of our Privacy Policy.

  1. GENERAL

21.1. If a provision of this Agreement isinvalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

21.2. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.

21.3. Our failure to insist upon or enforce any provision of this Agreement shall not be construed as a waiver of any provision or right of XRHealth.

21.4. This Agreement are governed by the laws of Victoria, Australia and each party submits to the exclusive jurisdiction of the state and federal courts located in Melbourne, Victoria.

  1. FORCE MAJEURE

22.1. XRHealth, its affiliates and information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the provision of any Services that may result directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, transportation embargo, computer viruses, epidemics or pandemics, unauthorised access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes or other labour problems, wars, or governmental restrictions.

  1. CONTACT

If you have any questions (or comments) concerning this Agreement, you are welcome to send us an email at: officeau@xr.health and we will make an effort to reply within a reasonable timeframe.

 

© 2021 XRHEALTH AU PTY LTD. ALL RIGHTS RESERVED.