Terms of Service – Memorise Medicine

Memorise Medicine

Memorise Medicine Pty Ltd ABN 93 619 643 784

TERMS OF SERVICE

INTRODUCTION

The Company provides the Memorise Medicine online application to assist users in the study of medicine. It is intended for use by healthcare professionals (including but not limited to physicians, pharmacists and nurses) and students of medicine, pharmacy and related health disciplines. By using it, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms of Service and that you are not prohibited from using the Services or any portion thereof. Use of Memorise Medicine is subject to these Terms of Service.

Definitions

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a) ABN means Australian Business Number.

(b) ACN means Australian Company Number.

(c) Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.

(d) Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

(e) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

(f) Company means Memorise Medicine Pty Ltd ABN 93 619 643 784.

(g) Corporations Act means the Corporations Act 2001 (Cth).

(h) Course means an online course, workshop, program or similar learning product made available by the Company via Memorise Medicine, which may include videos, articles, flashcards, quizzes and other interactive learning content.

(i) Fee means a fee charged by the Company for use of Memorise Medicine or for any product or service sold via Memorise Medicine.

(j) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(k) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

(l) Memorise Medicine means:

i. The Memorise Medicine web-service accessible from https://www.memorisemedicine.com/; and/or

ii. Any Memorise Medicine mobile application.

(m) Privacy Act means the Privacy Act 1988 (Cth).

(n) Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at https://memorisemedicine.com/privacy/

(o) Subscription means a paid subscription to a Course or other product or service that renews on a recurring basis until cancelled.

(p) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(q) Terms of Service means the terms and conditions of using Memorise Medicine, as updated from time-to-time, which can be found at https://memorisemedicine.com/tos/

(r) Third-Party Product means a product or service supplied or operated by a third party (including, without limitation, access codes for third-party platforms such as Brainscape) that is sold or made available via Memorise Medicine.

(s) User means any registered or unregistered user of Memorise Medicine.

(t) User Content means images, information, documents or other data that is uploaded or input into Memorise Medicine by the User or that forms part of the User’s Intellectual Property.

1 USING MEMORISE MEDICINE

1.1 General

(a) To use the full set of features of Memorise Medicine, the User must log into Memorise Medicine and have set up their account. Most features of Memorise Medicine are only available to registered Users that are logged in.

(b) The User agrees that all use of Memorise Medicine is subject to these Terms of Service.

(d) The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement or for any other reason at the Company’s absolute discretion.

(e) All use of Memorise Medicine is at the User’s own risk.

1.2 Features

Memorise Medicine may allow a User to:

(a) Register a User account;

(b) Access Courses and other learning content made available by the Company, which may include videos, workshops, flashcards, quizzes and other interactive learning activities;

(d) Use tools and calculators made available by the Company;

(e) Purchase products and services (including Courses, books, digital resources and Third-Party Products) via the Memorise Medicine shop; and

(f) Such other features as the Company may make available from time-to-time.

1.3 Medical Information

(a) The Company does not provide medical advice or services via Memorise Medicine. Memorise Medicine is provided as a tool to assist in the study of medicine and pharmacy only.

(b) The User must not use the information accessible via Memorise Medicine to diagnose or prescribe medication or other treatment (whether for themselves or others).

(c) The medical information accessible via Memorise Medicine is general only, and is not specific to any person or User. A User must consult with a suitably qualified and registered health practitioner if they have questions or queries relating to any information accessible via Memorise Medicine.

(d) While the Company sources the information accessible via Memorise Medicine from reputable sources, and conducts reviews of that information from time-to-time, the Company does not warrant that such information is accurate or up-to-date.

(e) The Company does not guarantee a User will achieve any particular outcomes or academic grades by using Memorise Medicine.

(f) The Company does not collect Health Information (as that term is defined in the Privacy Act) on any User.

(g) The disclaimers in this clause 1.3 apply equally to any content published by the Company on external channels, including social media platforms such as Instagram and YouTube. Such content is provided for educational purposes only and does not constitute medical advice.

1.4 Calculators & Dosing Tools

(a) Memorise Medicine may make available calculators and dosing tools, including a paediatric dose calculator. These tools are designed to assist health professionals only and must not be used by parents or guardians to treat or dose their dependents.

(b) The Company takes no responsibility for the accuracy of any doses or calculations produced by such tools. All prescriptions, medications, calculations and doses must be checked carefully and independently re-checked before use.

(c) Calculations and doses produced by such tools must not be used alone to guide patient care, and must not substitute for clinical judgment.

(d) Doses are sourced from the Australian Medicines Handbook (AMH) and the respective drug product information (eMIMS). These may differ from other resources.

2 ADVERTISING & SPONSORED CONTENT

2.1

The User acknowledges that in consideration of making Memorise Medicine available to the User, the Company may:

(a) Present the User with paid advertisements or sponsored content, whether now or in the future; and

(b) Compile and disclose aggregated, de-identified statistics about Memorise Medicine and its Users (for example, the total number of Users, or the institutions or regions in which Users study) to third parties, including advertisers, sponsors and commercial partners. Such statistics will not identify any individual User, and any handling of personal information will only occur in accordance with the Privacy Policy and the Privacy Act.

2.2

The Company will not disclose a User’s personal information to third parties for those third parties’ own direct marketing purposes without the User’s consent. A User may opt out of receiving direct marketing communications from the Company at any time in accordance with the Privacy Policy.

3 FEES, PAYMENTS & REFUNDS

3.1 Fees

(a) Certain content and features of Memorise Medicine are available free of charge. Other products and services attract Fees, including (without limitation) Subscriptions to Courses, one-off purchases such as books and digital resources, and Third-Party Products.

(b) Each Fee applies in accordance with such features, products and/or services subscribed for or purchased by the User in accordance with the pricing described on the Site, or as otherwise agreed with the Company.

(c) The User agrees to make payment in advance for all Fees due at such frequency, or on such dates, as the User has subscribed for.

(d) All payments shall be made via the online payment gateway within Memorise Medicine, or in such other manner as the Company may direct from time-to-time. The User agrees that it has no right to access paid features of Memorise Medicine if it fails to make payments when due.

(e) The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.

(f) If a User does not accept a change to any Fees, then it may cancel the relevant Subscription or terminate its account before the new Fees take effect.

3.2 Currency

All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).

3.3 GST

For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the User with a Tax Invoice for any payments.

3.4 Refunds

(a) The Company does not offer refunds for change of mind.

(b) Nothing in these Terms of Service excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the User by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement.

4 SHOP, SUBSCRIPTIONS & THIRD-PARTY PRODUCTS

4.1 Course Subscriptions

(a) Courses are sold on a Subscription basis. By purchasing a Subscription, the User authorises the Company to charge the applicable Fee at the recurring interval stated at the time of purchase until the Subscription is cancelled.

(b) The User may cancel a Subscription at any time. Cancellation takes effect at the end of the then-current billing period: the User will not be charged further, and access to the relevant Course will continue until the end of that billing period, after which it will cease.

(c) Fees already paid for the current billing period are not refundable on cancellation, other than as required by law (see clause 3.4).

4.2 One-Off Purchases

Certain products, such as books and digital resources, are sold as one-off purchases and do not renew.

4.3 Affiliate Links

Memorise Medicine may contain affiliate links, including links to books available on Amazon. As an Amazon Associate, the Company earns from qualifying purchases. Purchases made via affiliate links are transactions between the User and the relevant third-party retailer and are subject to that retailer’s terms of service.

4.4 Third-Party Products (Including Brainscape Access Codes)

(a) The Company may sell Third-Party Products via Memorise Medicine, including access codes for the Brainscape flashcard platform. The Company sells such access codes as an independent reseller and is not affiliated with, endorsed by, or an agent of Brainscape or any other third-party provider.

(b) A Brainscape access code grants the User a subscription to the Brainscape platform for the duration stated at the time of purchase. The User’s use of the Brainscape platform is governed by Brainscape’s own terms of service and privacy policy, which the User must accept in order to use the platform.

(c) The functionality, availability, features, content and support of any third-party platform (including Brainscape) are the responsibility of the relevant third-party provider. Any issues with the software or platform itself should be directed to that provider.

(d) The Company’s responsibility in respect of a Third-Party Product is limited to supplying a valid access code (or equivalent) as described at the time of purchase. This clause does not exclude, restrict or modify any right or remedy the User may have under the Australian Consumer Law (see clause 3.4(b)).

5 GENERAL CONDITIONS

5.1 Licence

(a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Memorise Medicine for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

(b) The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

(c) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.

5.2 Modification of Terms

(a) The terms of this Agreement may be updated by the Company from time-to-time.

(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Memorise Medicine.

5.3 Software-as-a-Service

(a) The User agrees and accepts that Memorise Medicine is:

i. Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and

ii. Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Memorise Medicine is available to the User unless expressly agreed in writing.

(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Memorise Medicine.

5.4 Support

(a) The Company provides user support for Memorise Medicine via the email address admin@memorisemedicine.com

5.5 Use & Availability

(a) The User agrees that it shall only use Memorise Medicine for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b) The User is solely responsible for the security of its username and password for access to Memorise Medicine. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Memorise Medicine account.

i. Access to Memorise Medicine may be prevented by issues outside of its control; and

ii. It accepts no responsibility for ongoing access to Memorise Medicine.

5.6 Privacy

(a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other customers.

(b) The Privacy Policy does not apply to how the User handles personal information. If necessary under the Privacy Act, it is the User’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

(c) Memorise Medicine may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

5.7 Data

(a) Security. The Company takes the security of Memorise Medicine and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

(c) Storage. The Company stores data on secure servers, which may be located in Australia or overseas, according to accepted industry standards.

(d) Backup. The Company shall perform backups of its entire systems in a reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.

5.8 Intellectual Property

(a) Trademarks. The Company has moral and registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Memorise Medicine.

(c) The Memorise Medicine Application. The User agrees and accepts that Memorise Medicine is the Intellectual Property of the Company and the User further warrants that by using Memorise Medicine the User will not:

i. Copy Memorise Medicine or the services that it provides for the User’s own commercial purposes; and

ii. Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Memorise Medicine or any documentation associated with it.

(d) Content. All content submitted to the Company, whether via Memorise Medicine or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Memorise Medicine.

5.9 Disclaimer of Third Party Services & Information

(a) The User acknowledges that Memorise Medicine is dependent on third-party services, including but not limited to:

i. Banks, credit card providers and merchant gateway providers;

ii. Telecommunications services;

iii. Hosting services;

iv. Email services; and

v. Analytics services.

(b) The User agrees that the Company shall not be responsible or liable in any way for:

i. Interruptions to the availability of Memorise Medicine due to third-party services; or

ii. Information contained on any linked third party website.

5.10 Liability & Indemnity

(a) The User agrees that it uses Memorise Medicine at its own risk.

(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Memorise Medicine, including any breach by the User of these Terms of Service.

(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, death, illness, personal injury, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Memorise Medicine, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, death, illness, personal injury or business interruption of any type, whether in tort, contract or otherwise.

(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option, to:

i. The re-supply of services or payment of the cost of re-supply of services; or

ii. The replacement or repair of goods or payment of the cost of replacement or repair.

5.11 Termination

(a) Either party may terminate this Agreement at any time by giving the other party written notice.

(b) Termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.

(c) Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 1.3, 1.4, 4.3, 4.4, 5.8, 5.9, 5.10, 5.12 and 5.13 survive termination of this Agreement.

5.12 Dispute Resolution

(a) If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i. Includes or is accompanied by full and detailed particulars of the Dispute; and

ii. Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute must meet (virtually or otherwise) and seek to resolve the Dispute.

(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

5.13 Electronic Communication, Amendment & Assignment

(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.

(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

(d) A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e) Notices must be sent to the parties’ most recent known contact details.

(f) The User may not assign or otherwise create an interest in this Agreement.

(g) The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

5.14 General

(a) Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

(b) Prevalence. To the extent this Agreement is in conflict with, or inconsistent with, any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.

(c) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

(d) Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

(e) Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

(g) Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h) Severability. Any clause of this Agreement which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

(i) Entire Agreement. This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

(j) Interpretation. The following rules apply unless the context requires otherwise:

i. Headings are only for convenience and do not affect interpretation.

ii. The singular includes the plural and the opposite also applies.

iii. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

iv. A reference to a clause refers to clauses in this Agreement.

v. A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.

vi. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

vii. A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

viii. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

ix. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.