Terms and Conditions
Terms and Conditions
- About the Application
1.1. Welcome to Kletch (the ‘Application’). The Application provides you with an opportunity to track your progression in the study, interact with your clinicians virtually, and other items that support your participation into the clinical study that you have consented to.
1.2. The Application is owned and operated by KeyLead Pty. Ltd (ABN 70 637 968 711) (“KeyLead”, “we”, “us” or “our”).Access to and use of the Application, our website, tools and/or services (“Platform”) is provided by KeyLead. Please read these terms and conditions carefully.
- Acceptance of the Terms
2.2 We may, from time to time and without notice, change or add to the Platform or the information, products or services described in it (including these Terms). We may change these Terms at any time by publishing a new version or by emailing you a revised version. Your continued use of the Platform means that you accept those changes. Any use of and access to the Platform is governed by the most recent Terms.
3.1. In order to access the Application, you must register as a user of the Application. As part of the registration process, or as part of your continued use of the Application, you may be required to provide your email address and a password.
3.2. Once you have completed the registration process, you will be a registered member of the Application (‘Member’). As a Member you will be granted access to certain additional services.
- Your obligations
4.1. You agree to use the Platform only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
4.2 You agree:
(i) you have the sole responsibility for protecting the confidentiality of your password and/or email address;
(ii) any use of your registration information by any other person, or third parties, is strictly prohibited;
(iii) you must immediately notify KeyLead of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(iv) your access and use of the Platform is limited, non-transferable and allows for the sole use of the Application by you for the purposes of KeyLead providing the Platform; and
(v) you will not use the Platform for any illegal and/or unauthorised use
- Prohibited uses
5.1 You must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to the Platform, including but not limited to:
(i) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual’s consent) or any other of the legal rights of individuals;
(ii) using the Platform to defame or libel us, our employees or other individuals;
(iii) uploading files that contain viruses that may cause damage to our property or the property of other individuals.
5.2 You must not:
(i) use the Platform in any service bureau arrangement;
(ii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform;
(iii) reverse engineer, decompile, disassemble, decrypt or attempt to derive the source code to any software in the Platform;
(iv) use any robot, spider, scraper, or other automated means to access or monitor the Platform;
(v) take any action that imposes or may impose (at our discretion) an unreasonable load on any infrastructure supporting the Platform;
(vi) interfere or attempt to interfere with the integrity or proper working of the Platform;
(vii) remove, deface, obscure, or alter our or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary notices in or on the Platform,
(viii) use or display our name, trademarks or logos (including the word “KeyLead”) without our prior written consent;
(ix) access or use the Platform to develop a service, application or tool which competes with the Platform;
(x) use the Platform to send spam or other unsolicited or unauthorised commercial communications;
(xi) access or use the Platform in an unlawful manner (or to facilitate illegal activity) or to infringe third party rights (including intellectual property rights);
(xii) access or use the Platform for any harmful or inappropriate purpose or in breach of these Terms or any terms or agreement with any third party;
(xiii) frame or link to the Platform or Content (defined under clause 8.1 below) without our prior written consent; or
(xiv) post or transmit to the Platform any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance or is racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party’s systems or network security.
5.3 The Platform is for your personal, non-commercial use only. You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell the Platform or Content or the software, tools, algorithms products or services contained within the Platform. You may not use the Platform, or any of its Content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own platform.
6.1 To the maximum extent permitted by law, including the Australian Consumer Law, we make no warranties or representations about the Platform or the Content, including but not limited to warranties or representations that they will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, or that the Platform will be secure. The Platform and all Content is provided on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, we don’t represent or warrant:
(i) any availability, reliability or performance of the Platform;
(ii) the accuracy or completeness of the Content or any information, reports or results obtained on or from the Platform or that the Platform and Content are suitable for Your use or for any intended result;
(iii) that access or use of the Platform and Content is uninterrupted or error, omission or defect free or that errors, omission or defects in the Platform and Content will be corrected; or
(iv) the availability, back up or storage of Your Material on or by the Platform.
6.2 Your reliance on, access and use of the Platform (including reliance on any outputs or results), Content and Your Material uploaded onto the Platform is all at your own risk. We aren’t responsible or liable to you or anyone else for any damage caused by any of the foregoing. We’re also not responsible or liable for any consequences that may result from technical problems or errors or faults, including in connection with the Internet or telecommunications or other service providers.
6.3 Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions set out in these Terms may not apply. The Australian Consumer Law can imply warranties or conditions, or impose obligations on us that we can’t exclude, restrict or modify, or that we can only exclude, restrict or modify to a limited extent. Nothing in these Terms excludes, restricts or modifies any of these rights or remedies you may have.
7.1 You acknowledge that:
(i) the results and output from the Platform are subject to accurate inputs by you;
(ii) the results and output from the Platform are for informational and reference purposes only, and are subject to change depending on a variety of factors, which may not have been taken into account in the computation;
(iii) whereas the results, outputs and certain elements of the Platform are intended to assist you, they must not be viewed as prescriptive, authoritative or error-free. We do not and the Platform does not provide health or other advice and does not replace the need to see any health professional;
(iv) your circumstances may change and the results and output from the Platform may not be appropriate for your circumstances; and
(v) you need to verify the accuracy of any results or outputs from the Platform.
7.2 You release and acknowledge you have no claim against us arising out of any use of or reliance on the Platform, Content and results or outputs from the Platform.
7.3 We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of the Platform or a linked website or platform. You must take your own precautions to ensure that whatever you select for your use from the Platform is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.
7.4 We do not undertake to keep the Platform updated. We are not liable to you or anyone else if errors occur in the information on the Platform or if that information is not up-to-date.
- Intellectual Property
8.1 We own the Platform. Unless otherwise indicated, we own or license from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in the Platform and in all of the material (including all text, graphics, logos, audio and software) made available on the Platform and outputs or results from the Platform (“Content”).
8.2 The Platform and Content is protected by Australian and international copyright laws and treaties, as well as other intellectual property laws and treaties. Any unauthorised access or use of the Platform and Content may violate our and our licensors’ intellectual property rights. We reserve all rights in relation to the Platform and the Content.
8.3 Your use of the Platform and use of and access to any Content does not grant or transfer any rights, title or interest to you in relation to the Platform or the Content. However, we do grant you a licence to access the Platform and view the Content on these Terms and, where applicable, as expressly authorised by us and/or our third party licensors.
8.4 Any reproduction or redistribution of the Platform or the Content is prohibited and may result in civil and criminal penalties. In addition, you must not copy the Content to any other server, location or support for publication, reproduction or distribution.
9.1 You must be a Member to access certain features of our Platform. The Platform is not directed to children and you warrant that you are over 18 years of age.
9.2 You are responsible for keeping any usernames and passwords secure and are responsible for all use and activity carried out under that username.
9.4 Notwithstanding any other provision of these Terms, we may collect, use and publish anonymous information relating to your access or use of the Platform, and disclose it to provide, improve and publicise our products and services and for other purposes. We own all such anonymous information (including all intellectual property rights) and all aggregate data collected or otherwise obtained by or on behalf of us under these Terms. We may record user’s sessions anonymously for the purpose of improving the Platform.
(i) satisfy any applicable law, subpoena or governmental request;
(ii) enforce these Terms (including to investigate a potential breach of these Terms);
(iii) detect, prevent, or otherwise address fraud, security or technical issues;
(iv) respond to support requests; and
(v) protect the rights, property or safety of users of the Platform and the public.
- Your Material
10.1 If you share, transmit, publish, post, upload or otherwise make available information, graphics, images, text (e.g. in documents or emails or feedback), audio and video or other material to the Platform (“Your Material”), you grant us a royalty-free, worldwide, sublicensable, irrevocable, perpetual, transferable, non-exclusive licence to use Your Material to provide (and improve) the services and perform our obligations under these Terms.
10.2 You hereby provide any consents necessary to give effect to these Terms. You also warrant that you have right to grant us the licences described in these Terms and that Your Material does not breach these Terms. You unconditionally consent to any act or omission that would otherwise infringe your moral rights (as defined in the Copyright Act 1968 (Cth)) which you may have in respect of Your Material.
10.3 We reserve the right to delete or remove any materials on the Platform at any time in our sole discretion without notice, including any Content and Your Materials. We assume no responsibility or liability to you or any third party for Your Material. You’re solely responsible for Your Material and the consequences of using, uploading, hosting, posting, publishing, disclosing, storing, making available or transmitting Your Material onto the Platform (including use by other users).
10.4 You represent and warrant that Your Material:
(i) is not profane, offensive, misleading or deceptive, defamatory, obscene (including pornographic, hateful, racially or ethnically offensive material), indecent, threatening or harassing, discriminatory, unlawful or otherwise inappropriate;
(ii) does not contain any virus or disabling code;
(iii) does not infringe or violate the intellectual property, proprietary or privacy, publicity or other rights of any third party; and
(iv) is not unlawful, does not encourage unlawful activity and does not violate any laws, including privacy and export control laws.
10.5 We don’t monitor or moderate content (including Your Materials) on the Platform and we don’t warrant the accuracy, safety, quality, legitimacy, lawfulness or anything else relating to any third party or user content posted onto the Platform.
10.6 You are solely responsible and liable for the maintenance and backup of Your Material.
10.7 You represent and warrant that you own or have the necessary rights and permissions to use and authorise us to use all rights in Your Material as contemplated by the Platform and these Terms.
- Third party sites
11.1 The Platform may contain links to sites or platforms operated by third parties. Those sites or platforms are not controlled by us and we are not responsible for their content.
11.2 You use those sites at your own risk. You release us from all liability arising from or in connection with your use of those sites. Those sites have their own terms and policies, including security and privacy policies. We encourage you to review those materials before using those sites.
11.3 Links are provided solely for your convenience and may not remain current or be maintained. We are not responsible for and will not be liable for the operator of those sites, their policies or processes, content or any goods or services available from those operators. Our decision to include a link does not necessarily constitute our recommendation or endorsement.
- Limitation of Liability
12.1 To the extent permitted by law, we exclude all liability for all claims for any loss suffered or incurred by you (or any other person) arising from or in connection with the use of or reliance on the Platform, Content and results or outputs from the Platform.
12.2 To the extent that our liability for breach of any implied warranty, condition or obligation cannot be excluded by applicable law, our liability will be limited, at our option, to: (a) in the case of services supplied or offered by us: (i) the re-supply of those services; or (ii) the payment of the cost of having those services re-supplied; and (b) in the case of goods supplied or offered by us: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of having the goods replaced; or (iv) the payment of the cost of having the goods repaired.
12.3 You agree that regardless of any applicable law to the contrary, any claim or cause of action arising of or related to use of the Platform, the Content or these Terms must be filed within 12 months after such claim or cause of action arose or be forever barred.
12.4 The Indemnified Parties (defined under clause 14 below) will not be liable to you for any indirect, incidental, special or consequential loss or damage or any loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of or damage to data, loss of reputation or loss of revenue (irrespective of whether the loss or damage is caused by or relates to breach of contract, tort (including negligence), statute or otherwise).
13.1 If you beach these Terms, we may immediately terminate your right to access and use the Platform (including Your Material uploaded onto the Platform) and Content without prior written notice.
13.2 If we believe, in our sole discretion, that you are in breach of these Terms then we may, without derogating from our right to terminate, suspend your account/membership and/or your access to and use of the Platform (including Your Material uploaded onto the Platform) and Content.
13.3 You must immediately cease all access and use of the Platform and Content on termination of these Terms.
13.4 It is your responsibility to backup and download Your Material that you wish to keep that has been uploaded to the Platform.
13.5 We reserve the right to alter, restrict, suspend or terminate without notice your access to the Platform, any Content, or any feature of the Platform (and delete your account and Your Material) at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result.
You hereby indemnify us, our affiliates and related bodies corporate, licensors and service providers, and ours and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (“Indemnified Parties”) and undertake to keep the Indemnified Parties indemnified against any losses, damages, costs, liabilities, fines, penalties and expenses (including without limitation legal expenses and any amounts paid by the Indemnified Parties to a third party in settlement of a claim or dispute on the advice of the Indemnified Parties’ legal advisers) incurred or suffered by the Indemnified Parties howsoever arising, whether at common law (including negligence) or under statute arising out or in connection with Your Material or any breach of these Terms or your access or use of the Platform or Content.
- Governing Law and Jurisdiction
15.1 In the event of any dispute arising out of or in relation to the Application, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia.
15.2 The Terms are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles.
If any part of these Terms is found to be invalid, void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
17.1 You must not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms without our prior written consent. We may at any time and without restriction assign, transfer, novate, charge, subcontract or deal in any other manner with all or any of our rights or obligations under these Terms.
17.2 Headings are provided for convenience only and have no substantive effect on construction.
17.3 We shall not be liable for any failure to perform any services or obligations under these Terms due to causes beyond our reasonable control.
17.4 Nothing in these Terms shall be construed to create any employment relationship, partnership, joint venture, and fiduciary or agency relationship. Each party is an independent contractor and has no authority to bind or commit the other. Neither party is deemed to be a joint employer of the other party’s employees and each party will be responsible for any and all claims by its employees.
17.5 No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Any failure to assert any right under the Terms shall not constitute a waiver of such right.
17.6 No rule of construction applies to our disadvantage just because we were responsible for the preparation of, or seek to rely on, these Terms.
17.7 These Terms do not confer any rights on any person or entity (other than you and us and, where applicable, our successors and assigns).
17.8 These Terms constitutes the entire agreement relating to its subject matter and supersedes all prior understandings, arrangements and agreements as between you and us.
17.9 This clause 17 and clauses 1,2,4,5,6,7,8,9,10,12,14,15 and 16 and any other clauses which are intended to survive termination of these Terms survive termination of these Terms.
18.1 Please contact us at firstname.lastname@example.org if You have questions about the Platform or these Terms.
Last updated: 01-Dec-2020