END USER LICENCE AGREEMENT

The following is a general overview of how we handle and process your information when you visit our website or use our services.

1. This legal document was drafted for and published by www.virtuphrama.com.au on 09/06/2020.

2. We control the copyright for this specific EULA Agreement, and you may not use this without explicit or express consent in accordance with the licensing provisions in our terms and conditions.

2. We control the copyright for this specific EULA Agreement, and you may not use this without explicit or express consent in accordance with the licensing provisions in our terms and conditions.

3. The current version of our terms and conditions is available at: www.virtupharma.com.au.


By accessing the Software online via log in credentials, you agree to be bound by this EULA. If you do not agree to be bound by this EULA, you must promptly inform us so that your access may be revoked. Upon revocation of the Software and providing proof of purchase, you will be entitled to a refund.

OR

By clicking "accept agreement" when you first access the Software online via log in credentials provided to you, you agree to be bound by the provisions of this EULA. If you do not agree to be bound by the provisions of this EULA, you must click "reject agreement" during the registration process and promptly inform us of your intent to not use it anymore. Upon informing us of this and providing proof of purchase, you will be entitled to a refund.

OR

Before you sign up and are provide access to the Software from and on our website, we will ask you to give your express agreement to the provisions of this EULA.
By agreeing to be bound by this EULA, you further agree that your employees OR any person you authorise to

AGREEMENT

Definitions

1.1 Except to the extent expressly provided otherwise, in this EULA:

Credit

2.1 This document was created by Barrister Abdul Wahab Akram for the exclusive usage of VirtuPharma.com.au

Term

3.1 This EULA shall come into force upon the Effective Date.

3.2 This EULA shall continue in force [indefinitely] OR [until [date], at the beginning of which this EULA shall terminate automatically] OR [until [event], upon which this EULA shall terminate automatically], subject to termination in accordance with Clause 15 or any other provision of this EULA.

Licence

4.1 The Licensor hereby grants to the User from [the date of supply of the Software to the User][ until [the end of the Term]] a [worldwide, nonexclusive] licence to:

4.2 The User may not sub-license and must not purport to sub-license any rights granted under Clause 4.1 without the prior written consent of the Licensor.

OR

4.2 The User may sub-license the rights granted in Clause 4.1 to any third party for the purposes of hosting the Software and supporting the User's use of the Software in accordance with this EULA only. Any such sub-licence shall automatically terminate upon the termination of the licence in Clause 4.1.

4.3 Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence granted under this Clause 4 shall be subject to the following prohibitions:

4.4 The User shall be responsible for the security of code or any intellectual property associated with the Software supplied to the User under this EULA or created from such access any duplicate or replications and shall use all reasonable endeavours including all reasonable security measures to ensure that access to the software is restricted to persons authorised to use them under this EULA.

Source Code

5.1 Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

Maintenance Services

6.1 The Licensor shall provide the Maintenance Services to the User during the Term.

6.2 The Licensor shall provide the Maintenance Services with reasonable skill and care OR in accordance with the standards of skill and care reasonably expected from a leading service provider in the Licensor's industry or if otherwise specified.

6.3 The Licensor warrants to the User that the application of Updates and Upgrades to the Software by the Licensor will not introduce any Software Defects into the Software.

6.4 The Licensor warrants to the User that the application of Updates and Upgrades to the Software by the User in accordance with the instructions of the Licensor will not introduce any Software Defects into the Software.

6.5 The Licensor may suspend the provision of the Maintenance Services if any amount due to be paid by the User to the Licensor under this EULA is overdue, and the Licensor has given to the User at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

6.6 Either party may terminate the Maintenance Services by giving to the other party OR The Licensor may terminate the Maintenance Services by giving to the User OR The User may terminate the Maintenance Services by giving to the Licensor at least 30 days written notice expiring on or at any time after the first anniversary of the Effective Date.

6.7 If the Licensor stops or makes a good faith decision to stop providing maintenance services in relation to the Software to its customers generally, then the Licensor may terminate the Maintenance Services by giving at least 90 days written notice of termination to the User.

6.8 If the Maintenance Services are terminated in accordance with the provisions of this Clause 6:

Support Services

7.1 The Licensor shall provide the Support Services to the User during the Term

7.2 The Licensor shall provide the Support Services with reasonable skill and care OR in accordance with the standards of skill and care reasonably expected from a leading service provider in the Licensor's industry.

7.3 The Licensor may suspend the provision of the Support Services if any amount due to be paid by the User to the Licensor under this EULA is overdue, and the Licensor has given to the User at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

7.4 Either party may terminate the Support Services by giving to the other party OR The Licensor may terminate the Support Services by giving to the User OR The User may terminate the Support Services by giving to the Licensor at least 30 days written notice expiring on or at any time after the first anniversary of the Effective Date.

7.5 If the Support Services are terminated in accordance with the provisions of this Clause 7:

No assignment of Intellectual Property rights

8.1 Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.

Charges

9.1 The User shall pay the Charges to the Licensor in accordance with this EULA.

9.2 All amounts stated in or in relation to this EULA are, unless the context requires otherwise, stated inclusive of any applicable value added taxes OR exclusive of any applicable value added taxes, which will be added to those amounts and payable by the User to the Licensor.

Payments

10.1 The Licensor shall issue invoices OR an invoice OR receipts OR a receipt for the Charges to the User when services or software is OR are purchased.

10.2 The User must pay the Charges to the Licensor in advance OR within the period of 30 days following the issue of an invoice in accordance with this Clause 10 OR the receipt of an invoice issued in accordance with this Clause 10

10.3 The User must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque using such payment details as are notified by the Licensor to the User from time to time

10.4 If the User does not pay any amount properly due to the Licensor under this EULA, the Licensor may:

Warranties

11.1 The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.

11.2 The Licensor warrants to the User

11.3 The Licensor warrants to the User that the Software, when used by the User in accordance with this EULA, will not breach any laws, statutes or regulations applicable under Australian laws.

11.4 The Licensor warrants to the User that the Software, when used by the User in accordance with this EULA, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

11.5 If the Licensor reasonably determines, or any third party alleges, that the use of the Software by the User in accordance with this EULA infringes any person's Intellectual Property Rights, the Licensor may acting reasonably at its own cost and expense:

11.6 The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.

11.7 All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.

Acknowledgements and warranty limitations

12.1 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or repres

12.2 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.

12.3 The User acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.

12.4 The User acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.

Indemnities

13.1 The Licensor shall indemnify and shall keep indemnified the User against any and all liabilities, damages, losses, costs and expenses including legal expenses and amounts reasonably paid in settlement of legal claims suffered or incurred by the User and arising directly or indirectly as a result of any breach by the Licensor of this EULA OR a "Licensor Indemnity Event"

13.2 The User must:

13.3 The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses including legal expenses and amounts reasonably paid in settlement of legal claims suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA OR a "User Indemnity Event”.

13.4 The Licensor must

13.5 The indemnity protection set out in this Clause 13 shall OR shall not be subject to the limitations and exclusions of liability set out in this EULA.

Limitations and exclusions of liability

14.1 Nothing in this EULA will:

14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this EULA:

14.3 The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

14.4 The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

14.5 The Licensor will not be liable to the User in respect of any loss of revenue or income.

14.6 The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

14.7 The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

14.8 The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.

14.9 The liability of the Licensor to the User under this EULA in respect of any event or series of related events shall not exceed the greater of:

14.10 The aggregate liability of the Licensor to the User under this EULA shall not exceed the greater of:

Termination

15.1 The Licensor may terminate this EULA by giving to the User not less than 30 days written notice of termination, expiring at the end of any calendar month OR after the end of the Minimum Term.

15.2 The User may terminate this EULA by giving to the Licensor not less than 30 days written notice of termination, expiring at the end of any calendar month OR after the end of the Minimum Term.

15.3 Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

15.4 Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

15.5 The Licensor may terminate this EULA immediately by giving written notice to the User if:

Effects of termination

16.1 Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect in accordance with their express terms or otherwise indefinitely: Clauses 1, 4.1, 10.2, 10.4, 13, 14, 16, 17 and 18.

16.2 Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights of either party.

16.3 Within [30 days] following the termination of this EULA for any reason:

16.4 For the avoidance of doubt, the licences of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.

16.5 Within 10 Business Days following the termination of this EULA, the User must:

17.1 No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

17.2 If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

17.3 This EULA may not be varied except by a written document signed by or on behalf of each of the parties.

17.4 The User hereby agrees that the Licensor may assign the Licensor's contractual rights and obligations under this EULA to any successor to all or a substantial part of the business of the Licensor from time to time OR any third party. The User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under this EULA.

17.5 This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party

17.6 Subject to Clause 14.1, this EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

17.7 This EULA shall be governed by and construed in accordance with Australian laws

17.8 The courts of Australia shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

Interpretation

18.1 In this EULA, a reference to a statute or statutory provision includes a reference to:

18.2 The Clause headings do not affect the interpretation of this EULA.

18.3 References in this EULA to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

18.4 In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.