User Terms of Service - Maxwell Plus

Maxwell Plus User Terms of Service

General
1. In these User Terms of Service:
  1. “Eligibility Criteria“ has the meaning set out in the Guidelines.
  2. “Independent Read” means the independent native / manual analysis of pathology, histology, imaging or genetic test results and the Maxwell Plus Report, performed by a Maxwell Plus Doctor (or your nominated medical doctor).
  3. “Guidelines” means the early detection and diagnostic guidelines for prostate cancer based on published national guidelines and developed in consultation with medical experts and industry representatives.
  4. “Maxwell Plus Doctor” means a licenced medical doctor registered with the Australian Health Practitioners Registration Agency (which may include but not limited to a registered urologist or radiologist) and engaged by Maxwell Plus to provide services complimentary to the Services, including without limitation by performing an Independent Read, and recommending further testing for the early detection and diagnosis of prostate cancer.
  5. “Maxwell Plus Report” means the report, containing insights based on automated proprietary analysis of Medical Test Results, generated by the Software in order to assist Maxwell Plus Doctors to provide Medical Advice from time to time.
  6. “Medical Advice” includes medical advice and related services.
  7. “Medical Test” includes without limitation pathology, imaging, histology, genetic/genomic, and other medical testing.
  8. “Medical Test Results” include without limitation Medical Test results.
  9. “Organisation” means an organisation (including without limitation a business, club, association, union or institution) who is registered with Maxwell Plus for the purpose of promoting the Services to their employees, members, or affiliates.
  10. “Pathology Test Form” means the pathology test referral form, which allows you to undertake a blood test at an approved collection centre when appropriate.
  11. “Services” means the services described in clause 2 of these User Terms of Service.
  12. “Software” means a software platform combining review and communication of patient information and Medical Test Results by licenced clinicians (including Maxwell Plus Doctors) with proprietary, artificial intelligence based clinical decision support to assist the early detection and diagnosis of prostate cancer.
  13. “Subscription Fee” means the fee payable to use the Services (including, but not limited to, the engagement of Maxwell Plus Doctors to perform an Independent Read of your pathology results), and for the avoidance of doubt excludes without limitation the engagement of any Maxwell Plus Doctors for the provision of any Medical Testing procedures or Medical Advice or Medical Appointments.
  14. “Testing Centres” include, but are not limited to, hospitals, medical clinics, collection centres, pathology laboratories and medical imaging centres.
  15. “User Terms of Service” means these user terms of service.
  16. “we”, “us” or “Maxwell Plus” means Maxwell MRI Pty Ltd ACN 614 220 281, a proprietary limited company incorporated in Queensland, Australia;
  17. “Website” includes https://maxwellplus.com, and https://.app.mri.ai includes any other webapp or mobile app through which the Services are provided by Maxwell Plus;
  18. “you” means you and anyone acting on your behalf or with your authority.
2. These User Terms of Service set out the terms of use on which you make use of the Services. By using or accessing the Services, you acknowledge and agree that you have read, understood and accept these User Terms of Service, together with our Privacy Policy (the latest version of which is available at https://maxwellplus.com/privacy/), and that you agree to abide by them.
Services
1. The Services include but are not limited to:
  1. providing you with a risk assessment questionnaire to determine whether you meet the Eligibility Criteria for prostate cancer testing;
  2. storing your data (including, but not limited to, personal and sensitive information) in our electronic storage systems from time to time (including the Software);
  3. retrieving your test results from Maxwell Plus approved Testing Centres as required to perform the Services from time to time;
  4. liaising with Testing Centres as required from time to time in order to perform the Services;
  5. using the Software to analyse your Medical Test Results, and to provide additional analysis and insights to Maxwell Plus Doctors;
  6. engaging Maxwell Plus Doctors to undertake an Independent Read;
  7. facilitating your engagement of Maxwell Plus Doctors to provide independent Medical Advice as required on an ‘as needs’ basis;
  8. allowing Maxwell Plus Doctors (and medical providers nominated by you) to access the Software to communicate with you, access your data, review your Test Results, and provide Medical Advice to you as needed from time to time;
  9. preparing and providing you with a Maxwell Plus Report;
  10. contacting you from time to time, including by electronic means, to provide you with Maxwell Plus marketing information, appointment reminders, and information related to the Services; and
  11. access to, and the right to use, the Website and the Software as updated and provided by Maxwell Plus from time to time.
2. Maxwell Plus may expand the Services to incorporate any new software or services that it develops from time to time, at its absolute discretion.
3. For the avoidance of doubt, the Services do not include technical support services in relation to third-party software or hardware, or your use of the Services or Software via that third-party software or hardware.
Jurisdiction
1. Using the Services may be prohibited or restricted in certain countries. If you use the Services outside of Australia, you are responsible for complying with the laws and regulations of the territory from which you access or use the Services.
2. Maxwell Plus does not represent or warrant that the Services comply with the laws and regulations of the territory from which you access or use the Services.
Maxwell Plus Doctors
1. Maxwell Plus Doctors are engaged by Maxwell Plus from time to time as independent contractors to perform an Independent Read.
2. You may choose to subsequently engage a Maxwell Plus Doctor to provide you with Medical Advice, which shall be given in their sole and independent discretion and capacity as medical doctors. You agree that, should you choose to engage a Maxwell Plus Doctor, you consent to the Maxwell Plus Doctor communicating and providing Medical Advice through the Software from time to time.
3. You agree that when a Maxwell Plus Doctor provides Medical Advice to you (including through our Software), you are engaging them directly for the provision of that Medical Advice.
4. As a condition to your use of the Services, to the extent Medical Advice is provided by one or more Maxwell Plus Doctors (including through the Software), you agree to irrevocably and forever release, discharge and indemnify Maxwell Plus from any and all liability associated with or related to the provision of Medical Advice by each Maxwell Plus Doctor, except to the extent the loss is solely caused by Maxwell Plus’ gross negligence, wilful misconduct, fraud or criminal act.
5. You agree that the release, discharge and indemnity in clause 4.4 may be pleaded as a complete and absolute bar to any proceedings commenced in a court of law, tribunal, arbitration, or other similar forum (including, but not limited to, mediation).
Maxwell Plus does not provide Medical Advice
1. You agree that the material and information provided by Maxwell Plus as part of the Services, whether on the Website or through other means, are for informational purposes only and are general in nature. The Services are not a substitute for independent or professional Medical Advice, including diagnosis or treatment.
2. Nothing in these User Terms of Service, or the provision of the Services, is to be construed as imposing an obligation on Maxwell Plus to provide Medical Advice, or is to be construed as a warranty or representation by Maxwell Plus that it can or will provide Medical Advice as part of the Services.
3. You acknowledge and agree that:
  1. Maxwell Plus does not provide, or purport to provide, Medical Advice through the provision of the Services;
  2. you will always seek the advice of your doctor or other qualified health provider with any questions you may have regarding medical symptoms or medical conditions;
  3. you will not ignore, or delay seeking, professional Medical Advice based on material or information received through our Services; and
  4. if you think you may have a medical emergency, you should call your doctor or 000 immediately.
4. To the maximum extent permitted by law, if you rely on any materials of information provided through the Services you do so at your own risk.
Registration
1. You may register to be provided the Services by us, by following the registration process provided on the Website.
2. As part of the registration process, you will be required to provide certain information about yourself. This information must belong to you and be true, accurate, complete and up to date, and, by registering, you warrant to us that this is the case. If any of the registration information changes then you must promptly notify us of those changes in one of the following ways:
  1. updating your profile online; or
  2. emailing your requested changes to support@maxwellplus.com.
Consent
1. Without limiting the occurrence of any other actual or constructive consent which might be given by you from time to time, by registering to be provided the Services, accepting to be bound by these User Terms of Service, providing information about yourself, and either:
  1. requesting a Pathology Test Form and providing a pathological sample using that Pathology Test Form; or
  2. expressly consenting to us retrieving your Medical Test Results through our Website or otherwise,
  you will be deemed to have given informed consent to us requesting, retrieving and analysing your pathology, histology, imaging and genetic test results provided by applicable Testing Centres, as may be required from time to time for the purposes of performing the Services, and to us actually performing the Services.
Eligibility
1. The Services are only accessible to those who meet the Eligibility Criteria. To determine whether you meet the Eligibility Criteria, you can complete the questionnaire proceeding the registration.
2. If you do not meet the Eligibility Criteria, you can still access the Website (however we will not charge you for the Services until you meet the Eligibility Criteria).
Acceptance of your order and Pathology Test Forms
1. When you place an order for our Services through our Website, your order is an offer to purchase our Services. Nothing said or done by us is an acceptance of an order until we confirm acceptance in writing, referring to the order.
2. At any time before the Services are performed, we may decline to perform the Services to you without giving any reason.
3. We will only accept your order if you meet the Eligibility Criteria.
4. We may change our Services in whole or in part, at any time and for any reason. You may cancel your order in case you do not agree with any changes made to the Services. If you do not cancel your order, you will be deemed to have accepted the new terms of Services.
5. Once you place an order you will be given access to, or sent by email, a Pathology Test Form for the tests that you are required to undertake to use the Services. You can take these tests at any collection centre specified at https://www.i-screen.com.au/blood-testing-centres/ or as otherwise notified by us from time to time.
Access to the Software
1. Payment of the Subscription Fee grants you access to the Software for 12 months from the date you make payment.
2. During this time, the Subscription Fee covers unlimited analysis of your relevant Medical Test Results for the purpose of early detection and diagnosis of prostate cancer using the Software.
Prices, additional fees and payment
1. On registration, you agree to pay the Subscription Fee (as set out on our Website from time to time) in consideration for us providing the Services.
2. The Subscription Fee may be changed by us at any time prior to you placing an order.
  Any bank charges or other third party credit card processing fees on payments made to us will be borne by you. You will be charged an amount that is equal to the applicable bank charge or third party credit card processing fee upon checkout.
3. You agree to indemnify us in respect of any prices that we are charged as a result of your payments being dishonoured, rejected or recovered from us. You acknowledge that we may seek reimbursement of such expenses.
Refund Policy
1. We will refund your payment if you do not meet the Eligibility Criteria.
2. We will not refund your payment for a Pathology Test Form where:
  1. you have taken the test; or
  2. [30 days] has elapsed since you placed your order.
3. To cancel your order please send us an email to support@maxwellplus.com stating that you wish to cancel your order and the reason for the cancellation. Your reason for cancellation will not affect your cancellation.
4. If you are entitled to a refund we will process your refund within 10 business days of receiving your cancellation request.
Agreement with Organisations
1. If an Organisation you are affiliated with terminates any agreement with Maxwell Plus where the Organisation has agreed to subsidise the Service Fee payable for you, this agreement will not be terminated provided you pay any ongoing fees (as required) under this document at the non-subsidized or discounted rate.
2. For the avoidance of doubt, any Organisation terminating their agreement with Maxwell Plus, does not affect or otherwise result in this agreement being terminated.
Access
1. Access to the Services is provided on a temporary “as is” and “as available” basis. We will not be liable if for any reason the Services are unavailable at any time or for any period.
2. From time to time, we may restrict access to some or all of the Services as required for ongoing development and maintenance. We will endeavour to provide you with reasonable notice of such down time, but you acknowledge and agree that this will not always be possible.
3. We reserve the right to immediately suspend or disable your access to the Services if, in our reasonable opinion, you have failed to comply with any of the provisions of User Terms of Service, or if you behave in a way which we determine in our sole discretion has or will affect the goodwill and reputation of our business, including, but not limited to, provision of the Services.
Login information
1. You agree that your account and registration details are provided by us to you personally, and must only be accessed by you. If you are provided with login details or a password or any other piece of information as part of our security procedures (Login Information), you must treat such information as confidential and keep it secure, and you must not:
  1. disclose it to any third party;
  2. allow or enable a third party to freely access the Website or the Services via your Login Information; and
  3. store the Login Information in such a manner that it could be copied, utilised or distributed by any virus, software or third party.
2. If you are aware of any unauthorised access of the Website or the Services with your Login Information, or if you become aware that your Login Information has become known to a third party, you must immediately notify us.
Liability
1. You acknowledge and agree to take appropriate precautions against viruses and malicious computer code, and that we are not liable for any damage to your computer or data as a result of your use of our Services.
2. The Software or the Website may contain links to third party websites or resources. You acknowledge and agree that we have no control over and are not liable for the availability, content, products, or services on or available from such websites or resources, and you accept all risk arising from the use of these resources.
3. Access to the Software may depend on the use of third-party software or hardware. You acknowledge and agree that we have no control over the third-party software or hardware or your use of third-party software or hardware, and are not liable to any extent where your access to the Software or the Services is interrupted or affected by third-party software or hardware.
4. You acknowledge that we are still researching and developing the Services. While we always endeavour to provide the Services to the best of our ability, we do not, to the maximum extent permitted by law, make any warranties or representations to you about the Services, or our provision of the Services, including without limitation in respect of the Services (as a whole):
  1. being able to recognise, identify, diagnose, prevent or treat disease; or
  2. being a substitute for Medical Advice or treatment.
5. To the maximum extent permitted by law, Maxwell Plus, its directors, employees, contractors and agents will not be liable to you or any third party for any claim arising out of or in any way connected with your use of, or our provision of, the Services for any direct, indirect, special or consequential loss, loss of profit, loss of income, loss of business or loss of opportunity, howsoever arising and whether caused by breach of statute, breach of contract, negligence or any other tort.
6. If any guarantee or warranty under the Competition and Consumer Act 2010 (Cth) or comparable state or territory legislation cannot be excluded, you agree that our liability is limited, to the extent permitted by law, to the re-supply of the relevant Services, or the payment of an amount equal to the cost paid for those Services, during the period in which the Services were provided in breach of the relevant guarantee or warranty.
7. Notwithstanding anything in this document, you agree that in no event shall the maximum aggregate liability of Maxwell Plus, its directors, employees, contractors and agents exceed the amount you have paid to use for the Services.
8. Notwithstanding anything in this document, you indemnify us for, and forever release us from any claims in respect of, any loss arising directly or indirectly from:
  1. any Testing Centres being unable to undertake some or all of your tests;
  2. any injury you suffer during, or as a result of, any Medical Test (including but not limited to bruising, infection or localised pain);
  3. you attending an unauthorised Testing Service;
  4. any delay in us providing you the results of your test;
  5. your failure to disclose your Test Results (in whole or in part) to a medical doctor or other medical professional;
  6. a breach of the intellectual property rights of any person;
  7. your breach of this agreement;
  8. your unauthorised use of pathology, histology, imaging and genetics or other medical request forms;
  9. your disclosure of health information to us;
  10. any act, neglect or default by any agent, employee, licensee or customer of yours; and
  11. your failure to comply with the law of any country,
  except to the extent the loss is caused solely by our gross negligence, wilful misconduct, fraud or criminal act.
Intellectual Property
1. All intellectual property rights in and associated with the Website, the Software and Services (including, but not limited to, copyright in content, and trade marks, displayed on the Website) are and remain the property of Maxwell Plus and its third party licensors. Nothing you do on or in relation to the Website, Software or the Services will transfer any intellectual property rights to you or, except for the licence referred to in clause 17.2, licence you to exercise any intellectual property rights of Maxwell Plus unless this is expressly stated.
2. Maxwell Plus grants you a limited, non-transferable licence to access and use the Website, the Software and the Services (whether on the Website or through other platforms) solely for your personal use, and solely for purposes that are permitted by these User Terms of Service.
3. Subject to these User Terms of Service, you grant Maxwell Plus a non-exclusive, worldwide, royalty free, irrevocable licence to use, copy, transmit, disclose, reproduce, modify and distribute any information you submit via or in connection with the Services for the purposes of:
  1. providing the Services to you and enabling you to access and use the Services;
  2. Maxwell Plus undertaking its internal administrative and training activities;
  3. assisting Maxwell Plus to further develop and improve the Services; and
  4. allowing Maxwell Plus to undertake research and analysis, including, but not limited to, so that we can develop our product offering, enhance our Services, identify and understand trends and user behaviour, develop user profiles for individuals and/or for broader groups and to improve the user experience of the Services.
Hyperlinks
1. The Website may from time to time contain hyperlinks to other websites. Such links are provided for convenience only and we take no responsibility for the content and maintenance of, or privacy compliance by any linked website.
2. Any hyperlink on the Website to another website does not imply our endorsement, support, or sponsorship of the operator of that website nor of the information, services and/or products which they provide.
Security of the Website
1. If you violate our Website and/or any terms of this agreement, we may take legal action against you.
2. You agree that you will not, and will not allow any other person to:
  1. modify, copy, or cause damage or unintended effect to any portion of the Website, or any software used within it.
  2. link to the Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
  3. download any part of the Website, without our express written consent;
  4. collect or use any product listings, descriptions, or prices;
  5. collect or use any information obtained from or about the Website or the Content except as intended by this agreement;
  6. aggregate, copy or duplicate in any manner any of the Content or information available from the Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Website; and
  7. share with a third party any login credentials to the Website.
3. You agree to indemnify us for any direct, indirect, special or consequential loss, loss of profit, loss of income, loss of business or loss of opportunity, howsoever arising, as a result of your breach of clause 19.
Other
1. We may change these User Terms of Service at any time. When this occurs, we will use our best efforts to notify you of the change. You agree that if we do change these User Terms of Service, those changes will come into effect the next time you use the Services after receiving notification of the changes to the User Terms of Service. Your continued use of the Services will constitute acceptance of the updated User Terms of Service. The latest version of these User Terms of Service will always be available at https://maxwellplus.com/user-terms-of-service/.
2. If any provision, or part of any provision, of these User Terms of Service is found by any court or body of competent jurisdiction to be wholly or partially illegal, invalid, void, voidable, unenforceable or unreasonable, then that provision, or part of that provision, shall be deemed severable to the extent that the remaining part of the provision or provisions of these User Terms of Service are not wholly or partially illegal, invalid, void, voidable, unenforceable or unreasonable (and the remaining part of the provision or provisions shall continue in full force and effect).
3. By using the Services, you acknowledge and agree to be bound by these User Terms of Service and the Privacy Policy (the latest version of which is available at https://maxwellplus.com/privacy/).
4. Queensland law governs these User Terms of Service. Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.
5. These User Terms of Service supersede all previous agreements about its subject matter. This document embodies the entire agreement between the parties. To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion, is withdrawn and has no effect except to the extent expressly set out or incorporated by reference in these User Terms of Service. Each party acknowledges and agrees that it does not rely on any prior conduct or representation by the other party accepting these User Terms of Service.