1. Services

1.1 Novasure Pty Ltd will provide you certain forms and guidelines in relation to our loans, cheque forms, credit card forms, operations manuals and other documentation we may make available to you from time to time on our website www.novasure.com.au ("Services"), and you agree to use these Services on these terms and conditions as may be amended from time to time.

1.2 In these Terms and Conditions “you” and “your” means the person contractually responsible for the Service, and “we”, “us” and “our” means Novasure Pty Ltd.

2. Term

2.1 These terms and conditions will apply to your use of the Services.

3. Software

3.1 To the extent that any Services contain any software, we licence that software to you on a non-exclusive, non-transferable basis during your use of the Services, solely for your use of the Services.

3.2 You must, use the software only on such equipment as we may designate for its use. We are not responsible for the installation or support of the software. You must use the software in accordance with any directions we provide to you from time to time.

3.3 We, or our suppliers, retain ownership of the software at all times, whether in its original form or as modified. You must not in part, copy, attempt to reverse-engineer or modify, or attempt to combine or incorporate in any other program or system, the software without our written consent.

3.4 You must protect the software and related documents at all times from unauthorised access, use or damage.

4. Use Of The Services

4.1 You must use the Services in a responsible manner. In particular, you warrant to us that when using the Services you will not:
(a) distribute, or provide use of, any material provided to you by us in connection with the Services to any third party;
(b) engage in or fail to engage in any activity in a manner which will expose us to any liability;
(c) fail to comply with any rules imposed by us or any policy adopted by us;
(d) cause or help to cause the security or integrity of any Services or other linked computer systems or sites to be compromised whether by way of hacking, virus introduction or in any other way.

4.2 In addition you;
(a) indemnify and will keep us, our employees, contractors and agents indemnified against any loss, costs or damage we may suffer as a result of the use of the Services by you or as a result of a breach of any of your warranties to us or any other provisions of these terms and conditions;
(b) acknowledge that we have no control over any content accessible through use of the Services and that you have no claim against us in that regard;
(c) must obtain, install and maintain your own access equipment to the Services and any authorisation, permission, licence, waiver, registration or consent from any person necessary in relation to that equipment;
(d) must promptly provide to us all assistance and information we reasonably require in relation to the supply of the Services to you;
(e) warrant that you are responsible for the use of the Services and have all authority to do so and indemnify us for any losses we may suffer or incur in this respect; and
(f) are responsible for providing any security or privacy you require for your computer networks and any data stored on those networks or accessed using the Services, and agree that we will not be responsible for any damage caused by your failure to provide same.

5. Our Rights

5.1 We may, at any time and in our absolute discretion, suspend or disconnect your access to the Services for any breach or suspected breach of these terms and conditions. We may, at any time and in our absolute discretion, monitor or intercept use of the Services.

5.2 We will endeavour to provide the Services to you in accordance with these terms and conditions, but may change some elements at any time for operational or network planning reasons. We will use our reasonable endeavours to ensure that such changes do not adversely impact your use of the Services.

5.3 Without limiting clauses 5.1 and 5.2, we may at any time, without notice, suspend your access to part or all of the Services:
(a) for such time as is necessary for any maintenance determined by us to be necessary from time to time, and where possible, after giving you as much advance notice as is reasonably practicable in the circumstances;
(b) to reduce or prevent interference with our systems or the use of Services by others; or
(c) if required to do so, as a result of a direction from any government or other authorities.

5.4 We may at our discretion change any details required to access any of the Services and we will not be liable to you in this regard.

6. Liability

6.1 To the extent permitted by law we are not liable to you or anyone claiming through you for any loss or damage or costs sustained or incurred by you, your employees, contractors, agents, customers or any third party, arising in any way in connection with this agreement or from their use of, or our provision of the Services or any ancillary product or service, including without limitation our negligence or arising from:
(a) any failure or delay by us to transmit data;
(b) any failure or delay by you in receiving data;
(c) any transmission or receipt of incorrect data;
(d) any erasure or corruption of any data; or
(e) any unauthorised access to the Services.

6.2 To the extent permitted by law, without limiting the above, in no circumstances will we be liable to you for consequential loss including, without limitation, loss of profits or loss of business.

6.3 To the extent permitted by law, we exclude all warranties in relation to the Services or any ancillary product or service. Should we be liable to you by virtue of any applicable statute, law, rule or regulation, for any loss or damage suffered, sustained or incurred by you under or in connection with the Services, our total liability for any such loss or damage shall, to the extent permitted by law, be limited, at our option, to the cost of supplying again the services in respect of which the damage was incurred or to providing those services again.

6.4 It is impossible for us to ensure that the Services are provided to you at all times or at any specific times or will be able to operate at all times error-free. We make no warranties in this regard. However, all reasonable efforts will be made to provide the Services to you.

6.5 We will not be liable for any failure to fulfil any term of this agreement where that fulfilment is delayed or prevented, restricted or interfered with for any reason beyond our control, including but not limited to fire, storm, flood earthquake, accident, labour dispute, materials or labour shortage, outages in telecommunications or radiocommunications networks, law or regulation or an act or omission of any third person.

7. Confidentiality and Intellectual Property

7.1 You must keep any information we provide to you, which is marked confidential or which ought reasonably to be known is treated by us as confidential, from disclosure to any third party and use that information solely for the purposes of using the Services. You consent to us obtaining urgent interlocutory relief to restrain any breach or anticipated breach by same of these confidentiality obligations.

7.2 You acknowledge that all intellectual property rights obtained or provided by us and used in the provision of the Services are and shall remain our sole property and you must do all such things as are necessary to perfect our title to these intellectual property rights. You must return or delete from media all those intellectual property rights at our request.

8. General

8.1 These terms and conditions constitute the entire agreement between the parties in respect of the Services.

8.2 You have not relied on any representation made by us in deciding whether to use the Services and have relied on your own judgment in relation thereto.

8.3 If we need to notify you of any matter, we may inform you by mail, facsimile or email. You are deemed to have received the message:
(a) two days following the date that mail was delivered to the Australia Post system, correctly addressed to the last address we received from you and postage paid;
(b) upon fax confirmation that the facsimile has been successfully sent to the last facsimile number we received from you; or
(c) upon receipt by us of an electronic return receipt from the last email address we received from you.

8.4 Before resorting to any external dispute resolution mechanism, including mediation, the parties must attempt to settle any dispute in relation to this agreement within 14 days of that dispute arising.

8.5 You must not assign or attempt to assign any right or obligation under these terms and conditions without our written consent. We may assign our rights or obligations, or subcontract our obligations without restriction.

8.6 You are not our employer or employee, principal or agent, partner or joint venturer and you have no right to bind us in contract or otherwise at law.

8.7 If part or all of any clause in these terms and conditions is illegal or unenforceable, it may be severed from these terms and conditions and this will not affect the continued operation of the remaining provisions of these terms and conditions.

8.8 These terms and conditions are governed by the law in force in New South Wales, Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts in that state.