The terms, in full.

These Subscription Terms (Terms) govern the Subscriber's subscription to and use of the browser-based clinical assessment, analysis and reporting platform located at https://app.admrl.ai, including the Assessment Portal, and any related documentation, updates and services we provide (ADMRL Platform). These Terms form a binding agreement between ADMRL Pty Ltd (ADMRL, we, us) and the party accepting these Terms (Subscriber, you).

By clicking "I agree" (or similar) or by accessing or using the ADMRL Platform, the Subscriber agrees to be bound by these Terms.

If there is any inconsistency between these Terms and the online checkout page, the order of precedence for resolving that conflict is: (1) the online checkout page (including plan limits and pricing); and (2) these Terms, to the extent of the inconsistency.

2.1Definitions

In these Terms, unless the context provides otherwise:

Acceptable Use Policy

ADMRL's terms and conditions which apply to the use and operation by the Subscriber and all Seat Members as set out at https://admrl.ai/usage.html.

ACL

The Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Artificial Intelligence or AI

Computer systems and software that can perform tasks typically requiring human intelligence, such as visual perception, speech recognition, decision-making, and natural language processing.

AHPRA

The Australian Health Practitioner Regulation Agency.

AHPRA AI Guidance

AHPRA's guidance (as updated from time to time) regarding the professional obligations of health practitioners when using AI.

AHPRA Registration Number

The registration number allocated to a person by AHPRA in connection with that person's registration under the Health Practitioner Regulation National Law (as in force in each State and Territory), as recorded on the public Register of Practitioners.

AI Features

Any features, functionality or technology within the ADMRL Platform that uses AI (including any AI-assistant chatbot or similar feature).

Assessment Portal

The online portal through which Patients may complete questionnaires and Assessment Instruments for their treating Practitioner.

Business Day

A day that is not a Saturday, Sunday, or public holiday in Victoria.

Claim

Any claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, liability, cost or expense, whether present, future, fixed or unascertained, actual or contingent, however it arises.

Code of Conduct

The Psychology Board of Australia's regulatory Code of Conduct for Psychologists (as amended, replaced or re-issued from time to time).

Commencement Date

The date on which the Subscriber accepts these Terms and pays all Fees applicable to the Subscription.

Consequential Loss

Any loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of opportunity, loss arising from business interruption, and any indirect or consequential loss, whether arising in contract, tort (including negligence), statute or otherwise.

Cure Period

Has the meaning given to that term in clause 5.6(a).

End User Terms

The end user terms between ADMRL and each Seat Member available at the URL provided in-app.

Fees

The fees payable for the Subscription as applicable to the Subscription Tier and selected billing cycle.

Health Records Legislation

Any applicable Australian State or Territory legislation (and associated regulations) relating to health records, health information, health privacy or health data handling.

Initial Term

Has the meaning given to that term in clause 4.1(a).

Intellectual Property Rights

Statutory and other proprietary rights in respect of trade marks, designs, patents, circuit layouts, copyright, confidential information, know-how and all other rights with respect to intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.

Inputs

Any data, content or information that is uploaded, submitted, transmitted or otherwise made available to the ADMRL Platform by or on behalf of the Subscriber or any Seat Member, including Third Party Inputs, in any form (including text, audio, and transcripts), and including prompts, instructions, queries, questions, notes, documents and other materials, including those used in a chatbot function and whether or not used to generate Outputs.

Output

Any content generated by the ADMRL Platform in response to Inputs, including draft reports, interpretations, assessments, summaries, recommendations, citations, and other generated text, materials, responses, suggestions or results.

Patient

A patient who is being treated by a Seat Member.

Patient Data

Any information (including health information) relating to an identified or reasonably identifiable Patient that is input into the ADMRL Platform.

Personal Information

Has the meaning given in the Privacy Act.

Platform Data

Aggregated, de-identified or anonymised usage, analytics, performance and diagnostic data relating to a Seat Member's use and operation of the ADMRL Platform.

Privacy Act

The Privacy Act 1988 (Cth) and the Australian Privacy Principles.

Privacy Laws

The Privacy Act, and any other applicable Australian privacy, data protection or confidentiality laws (including State and Territory privacy laws).

Purpose

The limited purpose of enabling Australian Practitioners to use the ADMRL Platform as a clinician-led AI decision-support tool for assessment planning, structured interpretation and draft clinical report generation.

Seat

A single authorised user entitlement under a Subscription that permits access to and use of the ADMRL Platform by one Seat Member.

Seat Member

Individuals authorised by the Subscriber to access and use the ADMRL Platform under a Subscription.

Subscriber Data

All data, content, and information provided by or on behalf of a Seat Member to ADMRL or generated through a Seat Member's use of the ADMRL Platform, including Inputs, Third Party Inputs, usage data (interaction patterns, feature utilisation and metadata).

Subscription

The Subscriber's subscription to the ADMRL Platform purchased under these Terms at the applicable Subscription Tier.

Subscription Tier

A Subscription in one of the following tiers: Single (1 Seat), Small (3 Seats) and Professional (10 Seats), or as otherwise specified at the checkout.

Subscription Term

The period described in clause 4.1(c).

Third Party Inputs

Has the meaning given to that term in clause 12.4.

Practitioner

A registered health practitioner within the meaning of the Health Practitioner Regulation National Law or has been issued with an AHPRA Registration Number; and a psychologist registered with the Psychology Board of Australia; or any other person who provides psychological assessment and reporting services in Australia, and who is authorised under Australian law to provide those services and holds all required licences, registrations and accreditations to do so.

2.2Interpretation

In these Terms, unless the subject or the context otherwise requires:

• singular includes the plural and vice versa;
• a reference to a person includes that person's successors and permitted assigns;
• a reference to a statute, ordinance or other legislation includes any amendment, replacement or re-enactment for the time being in force and includes all regulations, by-laws and statutory instruments made under it;
• a reference to this or any other agreement, schedule, attachment or document includes a reference to that agreement, schedule, attachment or document as amended, supplemented, novated or replaced from time to time;
• a reference to writing includes all means of reproducing words in a tangible and permanently visible form;
• the use of the words "includes" or "including" is not to be taken as limiting the meaning of the words preceding it;
• a reference to time is a reference to time in the State of Victoria, Australia;
• a reference to "$" or "dollar" is a reference to Australian dollars;
• a reference to a person includes a natural person, company, corporation, partnership, trust, estate, joint venture, government or governmental agency, association, co-operative and any other entity recognised by law; and
• an agreement, representation or warranty on the part of two or more persons binds them and is for the benefit of them jointly and severally.

3.1Right of access

Subject to payment of the Fees, ADMRL will make the ADMRL Platform available to the Subscriber and each nominated Seat Member during the Subscription Term, and the Subscriber and its Seat Members may access and use the ADMRL Platform solely for the Purpose and in accordance with these Terms.

3.2Subscription limits and seats

The Subscriber's access to the ADMRL Platform is limited to the Seats available under the Subscription Tier for the Subscription Term and other usage limits that apply to the Subscription.

Each Seat Member's access to the ADMRL Platform is subject to that Seat Member accepting the End User Terms.

The Subscriber is solely responsible for all activity occurring under its Subscription, and must ensure Seat Members comply with these Terms and the End User Terms.

3.3Free trial and rollover to paid Subscription

ADMRL may offer the Subscriber a free trial of the ADMRL Platform for fourteen (14) days commencing on the Commencement Date (Free Trial). During the Free Trial, the Subscriber and its Seat Members may access and use the ADMRL Platform in accordance with these Terms, and the Free Trial forms part of the Subscription.

Unless the Subscriber cancels the Subscription before the end of the Free Trial, the Subscription will automatically continue immediately after the Free Trial ends as a paid Subscription for the Subscription Tier and billing cycle selected at checkout, and the Subscriber authorises ADMRL to charge the Subscriber's nominated payment method for the applicable Fees in accordance with these Terms.

For the avoidance of doubt, the Subscription Term commences on the Commencement Date (being the start of the Free Trial), unless ADMRL specifies otherwise in writing.

4.1Initial Term and Renewal Terms

The Subscription commences on the Commencement Date and continues for the Subscription period selected at the online checkout page (Initial Term).

Your Subscription will continue for the Initial Term and will automatically renew at the end of the Initial Term for an additional period equal in duration to the Initial Term and will continue to renew and incur Fees for additional terms equal in duration to the Initial Term (each such additional period, a Renewal Term) until you cancel your Subscription.

The Initial Term and any Renewal Period is referred to as the Term.

4.2Subscription cancellation

The Subscriber may cancel its Subscription at any time, but cancellation takes effect at the end of the then-current Subscription Term.

To avoid renewal Fees for the next Renewal Term, the Subscriber must cancel its Subscription at least 24 hours before the last day of the then-current Subscription Term. We will send you a reminder notice 14 days prior to the expiry of the Subscription Term in effect of the Fees payable in that Renewal Term.

If you cancel your Subscription during a Subscription Term, Fees paid in advance for the balance of that Subscription Term will not be refunded, but your access (and the Seat Members' access) to the ADMRL Platform will continue for the balance of the Subscription Term in respect of which Fees have been paid in full.

5.1Fees & Subscription Tiers

Fees for the Subscription Tiers are published on the ADMRL website at www.admrl.ai.

The Subscriber must pay ADMRL the Fees plus applicable GST for the Subscription in advance at the rates and on the billing cycle (monthly or annual) selected by the Subscriber at the online checkout page via Stripe (and as may be varied in accordance with these Terms) or as otherwise notified to the Subscriber.

ADMRL does not store credit card numbers or payment credentials. The Subscriber authorises ADMRL to charge the Subscriber's nominated payment method on file for the Fees and any recurring charges in accordance with the selected Subscription Term.

5.2Fees for Renewal Terms

ADMRL may, at its discretion, increase the Fees payable in a Renewal Term. ADMRL will give the Subscriber written notice of the Fees payable for the next Renewal Term at least 14 days before the first day of the Renewal Term.

Subject to clauses 4.2(b), 18.1 and 5.4(b), ADMRL will charge the Subscriber Fees for the Renewal Term on the last day of the then-current Subscription Term for the same Subscription Tier that applies in the then-current Subscription Term in the amount notified to the Subscriber under clause 5.2(a).

5.3Addition or removal of Seat Members

The Subscriber may add or remove Seat Members from its Subscription.

The addition of a Seat Member must not exceed the Seat entitlements under a Subscriber's Subscription Tier. The addition of Seat Members in excess of the Seat entitlement under the Subscription requires a request for a new Subscription Tier under clause 5.4.

The Subscriber may remove a Seat Member from the Subscriber's Subscription and replace that Seat with another Seat Member. The Subscriber may re-allocate the Seat to a new Seat Member at any time during the Subscription Term.

If the Subscriber removes a Seat Member and does not replace that Seat Member, the Subscriber is not entitled to any reduction in Fees previously paid for the remainder of the Subscription Term.

5.4Changes to Subscription Tier

The Subscriber may request to change its Subscription Tier to a higher Subscription Tier during a Subscription Term by written notice to ADMRL. Changes to a lower Subscription Tier during a Subscription Term are not permitted. Any change to the Subscription Tier will not take effect until confirmed by ADMRL in writing.

From the date on which ADMRL confirms the change to the Subscription Tier in accordance with clause 5.4(a) (Effective Date), the Fees will be adjusted to the Fees applicable to the new Subscription Tier for the remainder of the Subscription Term. The adjustment to the Fees will be an amount equal to the difference between the Fees applicable to the new Subscription Tier and the Fees applicable to the prior Subscription Tier, calculated on a pro-rata daily basis from the Effective Date to the end of the then-current Term.

The Subscriber must pay the additional Fees for the remainder of the Subscription Term and ADMRL will charge that amount immediately via the Subscriber's stored payment method. The Fees for the new Subscription Tier will apply for all Renewal Terms.

5.5Default

If any payment of Fees fails, ADMRL will place the Subscriber's account on-hold for a period of seven (7) Business Days (Cure Period) during which time ADMRL will re-attempt to process the payment of the Fee. During the Cure Period, the Subscriber's Subscription and account will remain fully active and Seat Members will retain full access to the ADMRL Platform.

If Fees are not successfully processed by the expiry of the Cure Period, ADMRL may at its option suspend access to the Subscription in accordance with clause 15.2(a).

5.6Fees are non-refundable

Except as required by law (including under the ACL) or as expressly stated in these Terms, all Fees are non-refundable.

6.1Seat Members must be Practitioners

The Subscriber acknowledges and agrees that:

1. each Seat Member it nominates under its Subscription must be a Practitioner;
2. it is a condition of the Subscriber's purchase of the Subscription and to maintaining its rights of access to the ADMRL Platform, that each Seat Member must provide its AHPRA Registration Number for verification to ADMRL.

If, at any time during the Subscription Term, a Seat Member:

1. ceases to be a Practitioner; or
2. ceases to hold or maintain a current AHPRA Registration Number for any reason,

the Subscriber must notify ADMRL immediately upon becoming aware of that event.

If the above applies in relation to the Subscriber, ADMRL may suspend or terminate the Subscription in accordance with clause 15.2(b).

If the above applies in relation to a Seat Member who is not the Subscriber, the relevant Seat Member will be automatically removed (and the Subscriber must procure that they are removed) as a Seat Member with effect from the time of the event (or, if later, the time ADMRL becomes aware of the event), and the Subscriber must ensure that the Seat Member immediately ceases all access to and use of the Subscription (including any logins, credentials, integrations or connected accounts).

The Subscriber acknowledges and agrees that:

1. removal of a Seat Member from a Subscription does not relieve the Subscriber of its payment obligations under these Terms; and
2. ADMRL may take any steps reasonably necessary to give effect to the removal of a Seat Member, including suspending or disabling the relevant Seat Member's account and access credentials.

The Subscriber unconditionally and irrevocably acknowledges and agrees that:

1. the ADMRL Platform is provided for general information and administrative and/or practice-support purposes only and does not constitute, and is not intended to constitute, medical advice, psychological advice, clinical advice, a diagnosis, a second opinion, or a substitute for a Practitioner's professional judgment or clinical diagnosis;
2. the ADMRL Platform is not a medical device (including software as a medical device) or regulated as a therapeutic good for the purposes of the Therapeutic Goods Act 1989 (Cth);
3. Output may contain errors, omissions, or content that is incomplete or inappropriate for a particular Patient and the Subscriber must not, and must ensure that each Seat Member does not, rely on the ADMRL Platform or any Output as the basis for making any clinical decision, diagnosis, treatment recommendation, referral, prescription, or other decision affecting Patient care;
4. the Subscriber must not, and must ensure that each Seat Member does not, represent to any Patient, client of the Subscriber or third party that the ADMRL Platform provides medical advice, makes diagnoses, or is a medical device, or that any Output of the ADMRL Platform is determinative or clinically authoritative; and
5. the Subscriber is solely responsible for developing its own internal governance policies and instructing Seat Members on the appropriate use of the ADMRL Platform.

8.1Library description

The ADMRL Platform may include a library of clinical questionnaires and assessment instruments (Assessment Instruments).

8.2No clinical warranty

Without limiting clause 16, ADMRL does not warrant that:

1. any Assessment Instrument is complete, current, or suitable for the Subscriber's clinical governance requirements;
2. use of any Assessment Instrument will identify, predict or prevent any clinical outcome; or
3. the use of any Assessment Instrument will comply with any applicable laws, regulations, professional standards, codes or guidelines (including the Code of Conduct).

8.3Subscriber and Seat Member responsibility

The Subscriber acknowledges and agrees that the Seat Member is solely responsible for determining:

1. which Assessment Instruments (if any) are used;
2. whether the Assessment Instrument is current, up to date and appropriate for the Patient and circumstances; and
3. how the Assessment Instrument is to be administered, and how results are interpreted and acted upon, including ensuring appropriate clinical oversight.

8.4Changes

ADMRL may add, remove or modify Assessment Instruments from time to time, including to address clinical updates, licensing restrictions, technical changes, or product improvements.

9.1Warranties generally

Unless otherwise specified, each warranty given under these Terms is given as at the Commencement Date and is repeated on a continuing basis throughout the Subscription Term.

9.2General warranties

The Subscriber warrants that:

1. each Seat Member it nominates is a Practitioner;
2. it has obtained and will maintain all licences, consents, approvals, permits and authorities required to carry on the Subscriber's business and to use the ADMRL Platform in accordance with these Terms;
3. it will ensure that all Seat Members comply with these Terms, the Acceptable Use Policy, and all applicable laws, regulations, professional standards and codes of conduct (including the Code of Conduct), in connection with their access to and use of the ADMRL Platform;
4. the Subscriber has implemented and maintains appropriate policies, procedures, training and supervision (commensurate with its size and clinical risk profile) to support Seat Members' compliance with the AHPRA AI Guidance and the Code of Conduct when using the ADMRL Platform; and
5. the Subscriber and each Seat Member will comply with the AHPRA AI Guidance to the extent applicable to their use of the ADMRL Platform.

9.3Privacy & data warranties

The Subscriber warrants that it has obtained and will maintain (and it will procure that each Seat Member will obtain and maintain) throughout the Subscription Term all rights, permissions and consents necessary under applicable Privacy Laws and Health Records Legislation, and their respective professional obligations under the AHPRA AI Guidance and the Code of Conduct and any other applicable requirements, in relation to:

1. each Seat Member's or their Patient's provision of Inputs to the ADMRL Platform, including any express consents required for collection and use of sensitive information (as defined under the Privacy Act); and
2. the Subscriber and each Seat Member's handling of Patient Data in connection with the ADMRL Platform.

The Subscriber and each Seat Member warrants that they have considered and will manage risks of inadvertent privacy or confidentiality breaches arising from AI use, including by:

1. limiting Patient Data input to what is necessary for the relevant clinical purpose;
2. using appropriate access controls and user permissions; and
3. ensuring that any sharing, exporting or onward disclosure of outputs is lawful and professionally appropriate.

9.4Third Party Inputs

The Subscriber warrants that each Seat Member will obtain (and maintains throughout the Subscription Term) all necessary consents, permissions and authorities from the relevant owners or licensees of the Third Party Inputs (and, where applicable, from the relevant individuals to whom the Third Party Inputs relate) for the Third Party Input to be collected, used and transmitted to, and processed within, the ADMRL Platform in accordance with these Terms.

9.5Professional indemnity insurance

The Subscriber warrants that each Seat Member will hold and maintain throughout the Subscription Term appropriate professional indemnity insurance for all aspects of the Seat Member's practice, including (to the extent relevant) the use of AI-enabled tools including the ADMRL Platform.

9.6Reliance and remedies

The Subscriber acknowledges that ADMRL enters into these Terms and makes the Subscription available to the Subscriber and the Seat Members in reliance on the warranties in this clause 9.

Without limiting any other rights or remedies, the Subscriber acknowledges that any breach of the warranties in this clause 9 may constitute a material breach of the Terms and may result in suspension or termination of access to the ADMRL Platform in accordance with these Terms.

10.1ADMRL's handling of Personal Information

ADMRL will handle all Personal Information that is disclosed or transmitted to ADMRL in connection with the Subscriber's Subscription in accordance with its Privacy Policy (as updated from time to time) and all applicable laws, including the Privacy Laws and the Health Records Legislation.

ADMRL will not use any Personal Information that is disclosed or transmitted to ADMRL in connection with the Subscriber's Subscription for any other purpose than the provision of the ADMRL Platform to the relevant Seat Member.

The Subscriber must not upload or permit Inputs into the ADMRL Platform, or permit any Third Party Inputs into the ADMRL Platform, that it or the third party is not authorised to disclose to ADMRL or to the ADMRL Platform.

If we receive a request from a Patient for access or correction to Patient Data held by ADMRL, we will provide a copy of that request to the treating Seat Member as soon as reasonably practicable. Subject to our obligations under Privacy Laws and Health Records Legislation, it is the treating Seat Member's sole responsibility to deal with and respond to that request.

If ADMRL receives notice from a Patient or a Seat Member that a Patient has withdrawn their consent to the Seat Member's use of the ADMRL Platform in connection with the Patient's care, we will within 24 hours of receiving such notice (or such other period as required by law) suspend the Seat Member's access to the Patient Data and any Third Party Input relating to the Patient.

11.1ADMRL ownership of ADMRL IP Rights

ADMRL owns all right, title and interest in the Intellectual Property Rights in and to:

1. the ADMRL Platform (to the extent comprised of ADMRL-developed materials);
2. the ADMRL trade mark, brand and logo; and
3. the Platform Data,

(ADMRL IP Rights).

Except to the extent permitted by Division 4A of Part III of the Copyright Act 1968 and other than as expressly permitted by these Terms, the Subscriber must not make, and must ensure the Seat Member does not make, any copies or otherwise reproduce, distribute, perform, display or create derivative works from any part of any of the ADMRL IP Rights or other Intellectual Property Rights associated with the ADMRL Platform without ADMRL's prior written consent.

The Subscriber agrees to use commercially reasonable efforts to prevent the ADMRL Platform and any Documentation from being acquired, copied, distributed, displayed, and to prevent the creation of derivative works from the ADMRL IP Rights except as expressly permitted by these Terms.

The provisions of this clause 11.1 operate subject to and do not exclude the rights of the Subscriber under Division 4A of Part III of the Copyright Act 1968 with respect to the ADMRL Platform.

11.2Third Party IP Rights

The Subscriber acknowledges that the ADMRL Platform (including any integrations and any AI Features) may incorporate, interoperate with, or be provided using software, systems, content, models or other technology owned or licensed by third parties (Third Party IP Rights).

All right, title and interest in Third Party IP Rights remains with the relevant third party (or its licensors). Nothing in these Terms transfers ownership of any Third Party IP Rights to ADMRL, the Subscriber or any Seat Member.

11.3No ownership

The Subscriber and each Seat Member have no right, title or interest (or any interest in the Intellectual Property Rights) in and to ADMRL IP Rights or any Third Party IP Rights other than as set out in these Terms.

Any rights, Intellectual Property Rights and goodwill arising from the use of the ADMRL Platform in connection with the use of the ADMRL IP Rights vests immediately on creation in ADMRL.

11.4Ownership of Inputs and Outputs

The Seat Member retains all right, title and interest (including all Intellectual Property Rights) in and to any Inputs that the Seat Member directly submits or uploads or otherwise makes available to the ADMRL Platform.

The Seat Member may permit third parties to submit, upload, transmit or otherwise make available to the ADMRL Platform data or other materials relating to a Patient (Third Party Inputs). All right, title and interest (including all Intellectual Property Rights) in and to the Third Party Inputs remains with that third party (or its licensors), and nothing in these Terms transfers ownership of Third Party Inputs to ADMRL, the Subscriber or the Seat Member.

All right, title and interest (including all Intellectual Property Rights) in and to any Output generated by or through the ADMRL Platform vests in (and is owned by) the relevant Seat Member, subject at all times to:

1. ADMRL's rights in and to the ADMRL IP Rights;
2. ADMRL's rights in and to the Platform Data; and
3. the ownership rights of third parties in and to the Third Party Inputs.

11.5Restrictions on use of data

Subject to ADMRL's rights in and to the Platform Data:

1. ADMRL will not use Subscriber Data, Inputs, and Outputs for training, except that ADMRL may do so solely to provide the ADMRL Platform for the Subscriber; and
2. ADMRL will not disclose Inputs or Output to any third party, except as otherwise permitted by these Terms.

If a third party makes or threatens a claim alleging that the ADMRL Platform as used by the Subscriber in accordance with these Terms, infringes that third party's Intellectual Property Rights (IP Claim), the Subscriber must promptly notify ADMRL in writing and provide reasonable details of the IP Claim.

ADMRL may, at its election, assume sole conduct and control of the defence and settlement of any IP Claim. The Subscriber must provide reasonable cooperation (at ADMRL's cost) and must not admit liability, compromise or settle the IP Claim without ADMRL's prior written consent.

If an IP Claim is made, ADMRL may, at its option and expense:

1. procure for the Subscriber the right to continue using the affected part of the ADMRL Platform;
2. modify or replace the affected part so that it becomes non-infringing (without materially reducing its overall functionality); or
3. if neither (i) nor (ii) is reasonably practicable, suspend or terminate the affected part and refund any prepaid Fees for the suspended or terminated part for the unused portion of the relevant Subscription Term.

This clause 12 does not apply to the extent an IP Claim arises from:

1. any Subscriber Data or Inputs;
2. any modification of the ADMRL Platform not made or authorised by ADMRL;
3. any combination or use of the ADMRL Platform with any goods, services, software, systems or data not provided or approved by ADMRL; or
4. use of the ADMRL Platform other than in accordance with these Terms.

This clause states ADMRL's maximum aggregate liability and the Subscriber's sole and exclusive remedies in relation to any IP Claim.

13.1Uptime target

During the Subscription Term, we will use commercially reasonable efforts to make the ADMRL Platform available with a non-binding target uptime of 99.5% in each calendar month, excluding Scheduled Maintenance and any unavailability caused by:

1. factors outside our reasonable control (including Force Majeure Events);
2. acts or omissions of the Subscriber or Seat Member or either party's systems;
3. third party services or integrations; or
4. emergency maintenance.

Clause 13.1 states a non-binding performance target only and is not a guarantee, warranty or service level commitment.

If the target in clause 13.1 is not met, you acknowledge and agree that you are not entitled to any service credits, refunds of Fees, damages or other remedies.

13.2Model updates

ADMRL reserves the right to modify, update, retrain, or replace the large language models and/or other AI architectures underlying the AI Features (collectively, Model Updates) in its sole discretion and at any time. ADMRL may implement Model Updates to enhance performance, improve security, address legal or regulatory compliance, or reflect advancements in technology.

The Subscriber must ensure that Seat Members keep credentials secure and do not share logins except where the ADMRL Platform expressly permits shared access under the Subscriber's account.

The Subscriber must implement and maintain, and must ensure that each Seat Member implements and maintains, appropriate safeguards for access to the ADMRL Platform, including secure password practices and access controls.

ADMRL will implement and maintain appropriate security measures to safeguard AI Features, Inputs and Output from unauthorised access or use.

15.1Termination by Subscriber and Seat Member

The Subscriber may terminate its Subscription, and any Seat Member may terminate their access to the ADMRL Platform, at any time by giving written notice to ADMRL. If termination occurs under this clause, the Subscriber and all Seat Members will continue to have access to the ADMRL Platform for the remaining balance of the Subscription Term but ADMRL is not required to provide a refund of any Fees paid in advance by the Subscriber unless required by law, including the ACL.

15.2Suspension or termination by ADMRL with cause

ADMRL may suspend the Subscriber's and all Seat Members' access to the ADMRL Platform by giving written notice to the Subscriber if Fees remain unpaid following expiry of the Cure Period. If the Subscriber has not paid the outstanding Fees within a further 7 days following the expiry of the Cure Period, ADMRL may immediately terminate the Subscriber's (and all Seat Members') access to the ADMRL Platform.

ADMRL may suspend access to the ADMRL Platform (in whole or in part, including suspending a Seat Member's access) and/or terminate the Subscriber's Subscription by giving written notice to the Subscriber through the Subscriber's account if:

1. the Subscriber or any Seat Member breaches these Terms (other than in relation to the non-payment of Fees, in which case the above applies) or applicable laws and, where capable of remedy (as determined in the sole discretion of ADMRL), the Subscriber or any Seat Member does not remedy that breach within 7 days of receiving written notice of the breach from ADMRL;
2. where the Subscriber is an individual, and commits an act of bankruptcy, has a bankruptcy petition presented against it or is made bankrupt;
3. where the Subscriber is a corporation, and is, or declares that it is insolvent, or is unable to pay its debts as and when they fall due or has a liquidator appointed.

During a suspension under this clause:

1. the Subscriber (and/or, where relevant, affected Seat Members) will not be able to access the ADMRL Platform; and
2. ADMRL may restrict access to Output generated during the suspension for the affected Subscription or Seat Member/s,

other than to the extent required by law.

If ADMRL suspends the Subscriber's Subscription or any Seat Member's individual access to the ADMRL Platform, unless otherwise specified in these Terms, ADMRL may determine in its sole discretion the duration of the suspension, whether to lift the suspension or whether to terminate a Subscription or a Seat Member's individual access following the suspension. ADMRL will provide the Subscriber with notice of its decision.

ADMRL's decision to suspend access does not prevent ADMRL from later terminating the Subscription for cause under this clause.

If ADMRL terminates the Subscriber's Subscription or any Seat Member's individual access to the ADMRL Platform with cause under this clause, the Subscriber is not entitled to a refund of the Fees previously paid, except to the extent permitted under law, including the ACL.

The Subscriber acknowledges and agrees that ADMRL has legitimate interests in protecting itself against loss and costs arising from termination for cause, including (without limitation) costs of onboarding and provisioning, account configuration and support allocation, committed third-party supplier and infrastructure costs, administrative and enforcement costs, and any discounts or pricing concessions applied in reliance on the Subscription continuing for the agreed Subscription Term. To the extent any Fees are retained by, or remain payable to, ADMRL following termination for cause under these Terms, the Subscriber agrees that those amounts are reasonably necessary to protect ADMRL's legitimate interests and (where relevant) constitute a genuine pre-estimate of ADMRL's loss and damage likely to be suffered in the circumstances of such termination.

15.3Suspension or termination without cause

ADMRL may immediately suspend access to the ADMRL Platform and/or terminate the Subscriber's Subscription by written notice to the Subscriber if ADMRL is required to do so by law or a regulator, including AHPRA. ADMRL's decision to suspend access under this clause does not prevent ADMRL from later terminating the Subscription under this clause.

ADMRL may terminate the Subscriber's Subscription at any time without cause by giving the Subscriber not less than 30 days' written notice.

The Subscriber is not entitled to a refund where ADMRL suspends access under the above clause, unless and until the Subscription is terminated under these Terms.

If ADMRL terminates the Subscriber's Subscription without cause, ADMRL will refund the Subscriber within 30 days on a pro-rata basis any Fees paid in advance for the unexpired balance of the Subscription Term, less any costs reasonably incurred by ADMRL in providing the ADMRL Platform up to the effective date of termination.

15.4Consequences of termination

Termination of these Terms does not affect the parties' accrued rights and obligations.

Without limitation to ADMRL's other rights under these Terms, on expiry or termination of these Terms for any reason:

1. the Subscriber must promptly cease (and ensure the relevant terminated Seat Member/s cease) accessing and using the ADMRL Platform;
2. the Subscriber must immediately pay to ADMRL all outstanding Fees owing as at the date of termination to ADMRL; and
3. ADMRL will deal with the Subscriber Data and the Output on the terms set out in clause 15.5.

15.5Export

If the Subscriber's Subscription is terminated or expires for any reason, or if a Seat Member is removed from the Subscription for any reason, ADMRL will, on the Subscriber's written request made within 30 days after the effective date of termination or expiry (or such other period as required by law), make available to the Subscriber an export of the Subscriber Data and Outputs then accessible to ADMRL.

The export will be provided in a format as ADMRL reasonably determines having regard to the nature of the data and Outputs.

ADMRL will use reasonable endeavours to provide the export within 10 Business Days after receiving a valid request (or such other period as required by law), subject to the Subscriber complying with the request requirements.

After the 30-day period, or, if earlier, after ADMRL has provided the export, ADMRL may delete or de-identify Subscriber Data and Outputs in accordance with these Terms and ADMRL's data retention practices, except to the extent ADMRL is required to retain such records by law.

16.1Disclaimer; no warranty

Except as otherwise expressly provided in these Terms, the Subscriber acknowledges and agrees that:

1. Output is generated through AI machine learning processes and is not tested, verified, endorsed or guaranteed by ADMRL to be accurate, complete or current;
2. each Seat Member must independently review and verify all Output for appropriateness for the Subscriber's specific Patient, use cases and applications;
3. the ADMRL Platform is provided on an "as is" and "where is" basis and, to the maximum extent permitted by law, including under the ACL, ADMRL makes no express or implied warranty or representation to the Subscriber or to any Seat Member that the ADMRL Platform will function in accordance with any claim made by ADMRL, will be error-free or bug-free or its operation, is non-infringing, merchantable, or fit or suitable for any particular purpose, will perform in accordance with the Subscriber's or any individual Seat Member's requirements, is appropriate for the requirements or circumstances of the Subscriber and/or any Seat Member, and as to the accuracy, correctness, reliability or otherwise of any Output.

ADMRL is based in Australia and is subject to Australian laws. We do not warrant that the Subscriber's or any Seat Member's use of the ADMRL Platform is appropriate, available for use or lawful in countries outside Australia.

The Subscriber acknowledges and agrees that the entire risk as to the use of the ADMRL Platform and any Output is assumed by the Subscriber and its Seat Members.

16.2No warranty of legal or regulatory compliance

ADMRL does not warrant or represent that the ADMRL Platform, the AI Features or any Output (or the Subscriber's or any Seat Member's use of them) complies with, or is suitable for compliance with, any laws, regulations, professional standards, codes of conduct (including the Code of Conduct), accreditation requirements, clinical governance requirements, or other obligations that apply to the Subscriber or any Seat Member (including in any jurisdiction in which the Subscriber or any Seat Member operates).

16.3Release

To the maximum extent permitted by law, including under the ACL, the Subscriber releases ADMRL and its related bodies corporate, officers, employees and contractors from any Claim arising out of or in connection with:

1. the Subscriber's or any Seat Member's use of, reliance on, or inability to use any Output;
2. any clinical, professional, diagnostic, treatment, prescribing or other decision made or not made by the Subscriber or any Seat Member in reliance on Output; and/or
3. any failure by the Subscriber or any Seat Member to comply with applicable laws, regulations, professional standards or other obligations in connection with use of the ADMRL Platform, the AI Features or any Output,

except to the extent caused by ADMRL's fraud, wilful misconduct or negligence.

16.4Indemnity

The Subscriber indemnifies and will keep indemnified ADMRL and its related bodies corporate, officers, employees and contractors against any Claim arising out of or in connection with:

1. the Subscriber's breach of warranty given under these Terms;
2. a breach by the Subscriber or any Seat Member of the Health Records Legislation, Privacy Laws, AHPRA AI Guidance, Code of Conduct, or any other laws or regulations that apply to the Subscriber or the Seat Member's professional conduct as a Practitioner;
3. the Subscriber's or any Seat Member's use of, reliance on, or inability to use any Output;
4. any allegation that the Subscriber's or any Seat Member's use of the ADMRL Platform, the AI Features or any Output breaches any applicable law, regulation, professional standard or other obligation; and/or
5. any Claim brought by a Patient or other third party relating to the Subscriber's or any Seat Member's use of the ADMRL Platform, the AI Features or any Output,

except to the extent caused by ADMRL's fraud, wilful misconduct or negligence.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other applicable law that cannot be excluded, restricted or modified.

18.1Exclusion of Consequential Loss

Notwithstanding any other clause in these Terms, the parties unconditionally and irrevocably acknowledge and agree that neither party will be liable to another party for any Consequential Loss suffered or incurred by another party in connection with the performance or non-performance of a party's obligations under these Terms.

18.2Statutory limitation of liability

To the extent that the consumer guarantees under the ACL are not capable of being excluded or modified, ADMRL's total liability, including that of its employees, servants, agents and related entities, for breach of the consumer guarantees is limited to one or the other of the following, at its option:

1. supplying the services again; or
2. the payment of the cost of having the services supplied again.

18.3Liability cap

Nothing in this clause will limit ADMRL's liability for:

1. fraud or wilful misconduct; and
2. liability that cannot be limited by law.

19.1Changes to these Terms

We can vary or replace these Terms at any time provided that the changes do not materially reduce or limit your rights under these Terms. You will not receive advance personal notice of changes to these Terms. Any changes to the Terms will be notified on our website. We may vary these Terms in a way that materially reduces or limits your rights under these Terms only if we are required to do so by law, where such changes are imposed on us by third party suppliers or where the change is required to protect our legitimate commercial interests. If we make changes to these Terms in a way that materially reduces or limits your rights under these Terms, we will provide written notice to you and you may terminate your Subscription and ADMRL will refund you within 30 days on a pro-rata basis any Fees paid in advance for the unexpired balance of the Subscription Term.

19.2Force majeure

We are not liable for any delay or failure to perform our obligations under these Terms, including providing the ADMRL Platform, if such delay or failure is due to circumstances beyond our reasonable control which results in us being unable to observe or perform on time that obligation under these Terms, including, without limitation, acts of God, acts of government or acts of third parties, war or other hostility, terrorism, national or international disaster, fire, explosion, power failure, Internet failure, equipment failure, pandemic, cyber-attack, ransomware strike or lockout.

19.3Notices

ADMRL may give notices to the Subscriber under these Terms by email to the Subscriber's email address stored in the Subscriber's account. The Subscriber may give ADMRL notices by email to notices@admrl.ai.

19.4Assignment

The Subscriber must not assign without ADMRL's consent. ADMRL may assign its rights and obligations under these Terms to any party at any time without notice to you.

19.5Governing law

These Terms are governed by the laws of the State of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of or in the State of Victoria, Australia and the courts of appeal therefrom.

19.6Severability

If any provision of these Terms is found to be unenforceable for any reason, that provision will be deemed deleted from these Terms and all other provisions shall remain in full force and effect.

19.7Survival

The following clauses survive expiry or termination of the Subscription Term or these Terms: 2 (Definitions and Interpretation), 8.2 (No Clinical Warranty), 9 (Subscriber Warranties), 10 (Data & Privacy), 11 (Intellectual Property Rights), 12 (Intellectual Property Claims), 15.4 (Consequences of Termination), 15.5 (Export), 16 (Disclaimer, no Warranty and Indemnity), 18 (Liability), 19.5 (Governing Law) and this clause 19.7.

19.8Entire agreement

These Terms and the information presented to the Subscriber at the online checkout page comprise the whole agreement between ADMRL and the Subscriber and supersede any prior arrangement, understanding or representation between the parties.