Terms of Service

Effective Date: October 3, 2025
Last Updated: October 3, 2025

1. Introduction and Agreement

Welcome to AugmentHealth. These Terms of Service ("Terms") govern your access to and use of the AugmentHealth Cloud Platform ("Platform"), provided by AugmentHealth Pty Ltd (ABN 89 644 740 358) ("AugmentHealth," "we," "us," or "our").

By accessing or using the Platform, you ("Customer," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

Note for Enterprise and Research Partners: For institutional partnerships, research collaborations, or enterprise deployments, we offer customized Master Services Agreements that provide additional protections, collaborative terms, and specific provisions for data ownership and intellectual property. Please contact partnerships@augmenthealth.com for more information.

2. Definitions

"Customer Data" means all data, information, and materials uploaded, submitted, or generated by you through your use of the Platform, including but not limited to patient records, research data, clinical information, and reports.

"Platform" means the AugmentHealth cloud-based software platform, including all features, functionalities, and associated documentation.

"Permitted Purpose" means the use of the Platform for healthcare delivery, clinical research, patient management, and related healthcare operations in accordance with these Terms and applicable law.

"Personal Information" has the meaning given in applicable privacy legislation, including the Privacy Act 1988 (Cth) for Australian users and comparable definitions under other jurisdictions' laws.

"Subscription Term" means the period for which you have purchased access to the Platform, as specified in your order or subscription confirmation.

3. License Grant and Restrictions

3.1 Grant of License

Subject to your compliance with these Terms and payment of applicable fees, AugmentHealth grants you a non-exclusive, non-transferable, limited license to access and use the Platform during the Subscription Term solely for the Permitted Purpose.

3.2 Acceptable Use

You agree to:

  • Use the Platform only for lawful purposes and in compliance with all applicable laws and regulations
  • Maintain the security and confidentiality of your account credentials
  • Promptly notify us of any unauthorized access or security breach
  • Ensure all users within your organization comply with these Terms

3.3 Restrictions

You agree not to:

  • Reverse engineer, decompile, or attempt to extract the source code of the Platform
  • Sublicense, rent, lease, or redistribute access to the Platform to unauthorized third parties
  • Use the Platform to transmit malware, viruses, or other malicious code
  • Attempt to interfere with or disrupt the Platform's operation or infrastructure
  • Remove, obscure, or alter any proprietary notices on the Platform
4. Data Ownership and Rights

4.1 Your Data Ownership

You retain all right, title, and interest in and to your Customer Data. AugmentHealth claims no ownership rights over your Customer Data. Your use of the Platform does not grant us any intellectual property rights in your Customer Data except as necessary to provide the Platform services.

4.2 Data Processing

We will process your Customer Data solely to provide the Platform services and as necessary to comply with applicable law. We will not use your Customer Data for any other purpose without your explicit consent.

4.3 Data Portability and Exit Rights

You have the right to export your Customer Data at any time during the Subscription Term through the Platform's export functionality. Upon termination or expiration of your subscription:

  • We will provide you with a complete copy of your Customer Data in a standard, machine-readable format (including CSV, JSON, or FHIR-compliant formats where applicable)
  • You will have 30 days from termination to request and download your data
  • After this 30-day period, we will securely delete your Customer Data unless we are required by law or regulatory obligation to retain it

4.4 Data Security

We implement and maintain industry-standard security measures to protect your Customer Data, including:

  • ISO 27001 certified information security management systems
  • Encryption of data in transit and at rest
  • Regular security audits and vulnerability assessments
  • Access controls and authentication mechanisms
  • Incident response and breach notification procedures
5. Service Levels and Support

5.1 Platform Availability

We strive to maintain Platform availability of 99.5% uptime, calculated monthly, excluding scheduled maintenance windows. While we make commercially reasonable efforts to meet this target, this is a service goal and not a warranty.

5.2 Scheduled Maintenance

We may perform scheduled maintenance on the Platform. We will:

  • Provide at least 72 hours advance notice via email for planned maintenance
  • Schedule maintenance during off-peak hours where reasonably possible
  • Minimize service disruptions

5.3 Emergency Maintenance

We reserve the right to perform emergency maintenance without advance notice when necessary to address security vulnerabilities, critical bugs, or system integrity issues.

5.4 Technical Support

We provide technical support during business hours (Australian Eastern Time) via email at support@augmenthealth.com. Enterprise customers may have access to enhanced support under separate agreements.

6. Privacy and Regulatory Compliance

6.1 Privacy Commitment

We are committed to protecting your privacy and the privacy of individuals whose information may be processed through the Platform. Our Privacy Policy describes how we collect, use, and protect information.

6.2 Australian Privacy Act Compliance

For Australian customers, we comply with the Australian Privacy Principles under the Privacy Act 1988 (Cth).

6.3 HIPAA Compliance (US Customers)

For US-based customers who process Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act (HIPAA), we will enter into a separate Business Associate Agreement (BAA) prior to any PHI being processed through the Platform. Please contact compliance@augmenthealth.com to execute a BAA.

6.4 GDPR Compliance (European Customers)

For customers in the European Economic Area or processing data of EU residents, we comply with the General Data Protection Regulation (GDPR). A Data Processing Agreement (DPA) is available upon request.

6.5 Other Regulatory Compliance

We continuously work to maintain compliance with relevant healthcare and data protection regulations. For specific compliance requirements, please contact our compliance team.

7. Fees and Payment

7.1 Subscription Fees

You agree to pay all fees associated with your subscription as specified in your order or subscription confirmation. Fees are due according to the payment terms specified at the time of purchase.

7.2 Fee Changes

We may modify subscription fees for subsequent Subscription Terms. We will provide at least 60 days written notice before any fee increase takes effect. The notice will be sent to the email address associated with your account.

7.3 Taxes

Fees do not include applicable taxes, duties, or similar governmental charges. You are responsible for all such charges except those based on our net income.

7.4 Payment Terms

  • Payment is due within the timeframe specified in your invoice
  • Late payments may result in suspension of access after reasonable notice
  • All fees are non-refundable except as expressly stated in these Terms
8. Intellectual Property

8.1 Platform Ownership

AugmentHealth retains all right, title, and interest in and to the Platform, including all related intellectual property rights. This includes all software, algorithms, designs, documentation, and any improvements or modifications to the Platform, whether developed by us or suggested by you.

8.2 Customer IP

Any intellectual property you owned prior to using the Platform remains yours. You retain ownership of your methodologies, processes, and know-how that existed independently of the Platform.

8.3 Collaborative Innovations

For research partnerships or collaborative development projects:

  • Improvements to the core Platform functionality remain our intellectual property
  • Novel discoveries, research findings, or innovations created using the Platform that constitute new intellectual property beyond the Platform itself may be subject to separate agreements
  • We encourage research partners to contact partnerships@augmenthealth.com to discuss collaborative IP arrangements before commencing research projects

8.4 Feedback

If you provide suggestions, ideas, or feedback about the Platform, we may use such feedback without any obligation to you. However, we will not disclose that such feedback came from you without your permission.

8.5 IP Infringement Reporting

If you become aware of any infringement of our intellectual property rights, please notify us promptly at legal@augmenthealth.com. We appreciate your cooperation in protecting our intellectual property.

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or should reasonably be considered confidential given the nature of the information and circumstances of disclosure.

9.2 Obligations

Each party agrees to:

  • Protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care
  • Use Confidential Information only as necessary to fulfill its obligations or exercise its rights under these Terms
  • Limit disclosure to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations

9.3 Exceptions

Confidential Information does not include information that:

  • Is or becomes publicly available through no breach of these Terms
  • Was rightfully known prior to disclosure
  • Is independently developed without use of the Confidential Information
  • Is rightfully received from a third party without confidentiality restrictions

9.4 Compelled Disclosure

If required by law to disclose Confidential Information, the disclosing party will provide prompt notice to allow the other party to seek a protective order, unless such notice is prohibited by law.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents and warrants that:

  • It has the legal authority to enter into these Terms
  • Its execution and performance of these Terms does not violate any other agreement or obligation

10.2 Our Service Warranty

We warrant that the Platform will perform materially in accordance with our published documentation. If the Platform fails to meet this warranty, your sole remedy is for us to use commercially reasonable efforts to correct the reported non-conformity, or if we cannot correct it, you may terminate your subscription and receive a pro-rata refund of prepaid fees.

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Platform will be uninterrupted, error-free, or completely secure. Like all software, the Platform may contain bugs or errors. We will work diligently to address reported issues in accordance with our service level commitments.

11. Limitation of Liability

11.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO AUGMENTHEALTH IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Excluded Claims

The limitations in this Section 11 do not apply to:

  • Either party's indemnification obligations under Section 12
  • Your payment obligations
  • Liability arising from willful misconduct or gross negligence
  • Liability that cannot be excluded or limited under applicable law
  • Breaches of confidentiality obligations (subject to applicable statutory caps)

11.4 Healthcare-Specific Limitation

IMPORTANT: The Platform is a tool designed to support healthcare professionals and researchers. It is not a substitute for professional medical judgment, diagnosis, or treatment. You are solely responsible for all clinical decisions and healthcare delivery. We will not be liable for any harm resulting from healthcare decisions made while using or with the assistance of the Platform.

11.5 Statutory Rights

Nothing in these Terms excludes or limits any rights you may have under applicable consumer protection laws or other mandatory statutory rights that cannot be excluded or limited by agreement.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless AugmentHealth and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

  • Your breach of these Terms
  • Your violation of applicable laws or regulations
  • Your Customer Data or your use of the Platform
  • Claims that your Customer Data infringes third-party intellectual property rights

12.2 Our Indemnification

We will indemnify, defend, and hold you harmless from claims that the Platform, when used in accordance with these Terms, infringes a third party's intellectual property rights, provided you:

  • Promptly notify us in writing of the claim
  • Grant us sole control of the defense and settlement
  • Provide reasonable cooperation in the defense

If the Platform becomes or is likely to become subject to an infringement claim, we may, at our option:

  • Obtain the right for you to continue using the Platform
  • Replace or modify the Platform to make it non-infringing
  • Terminate your subscription and refund prepaid fees on a pro-rata basis

12.3 Indemnification Process

The indemnified party must:

  • Provide prompt written notice of any claim
  • Cooperate reasonably in the defense
  • Allow the indemnifying party to control the defense and settlement (provided settlements do not impose obligations on the indemnified party without its consent)
13. Term and Termination

13.1 Subscription Term

These Terms commence on your first access to the Platform and continue for the Subscription Term specified in your order or subscription confirmation.

13.2 Renewal

Unless either party provides written notice of non-renewal at least 30 days before the end of the current Subscription Term, your subscription will automatically renew for successive periods equal to the expiring term, subject to fee adjustments as provided in Section 7.2.

13.3 Termination for Convenience

You may terminate your subscription at any time by providing 30 days written notice to subscriptions@augmenthealth.com. Termination will be effective at the end of the then-current Subscription Term. No refunds will be provided for early termination.

13.4 Termination for Cause

Either party may terminate these Terms immediately upon written notice if:

  • The other party materially breaches these Terms and fails to cure within 30 days of receiving written notice of the breach
  • The other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings

13.5 Suspension for Non-Payment

We may suspend your access to the Platform if payment is more than 15 days overdue, provided we have given you at least 10 days prior written notice and an opportunity to make payment.

13.6 Suspension for AUP Violations

We may immediately suspend your access if we reasonably believe you are using the Platform in violation of Section 3.2 (Acceptable Use) in a manner that poses a security risk or legal liability.

13.7 Effect of Termination

Upon termination or expiration:

  • Your license to use the Platform immediately terminates
  • You must cease all use of the Platform
  • You have 30 days to download your Customer Data as described in Section 4.3
  • Sections that by their nature should survive termination will survive, including Sections 4.1 (Data Ownership), 9 (Confidentiality), 10.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 15 (General Provisions)
14. Changes to Terms

14.1 Modification

We may modify these Terms from time to time. We will provide at least 30 days notice of material changes by:

  • Posting the updated Terms on our website with a new "Last Updated" date
  • Sending an email notification to the address associated with your account

14.2 Acceptance of Changes

Your continued use of the Platform after the effective date of modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you may terminate your subscription as provided in Section 13.3.

14.3 Disputes Regarding Changes

If you object to any changes, you may terminate these Terms within 30 days of the change notification, and you will receive a pro-rata refund of any prepaid fees for the remaining Subscription Term.

15. General Provisions

15.1 Governing Law and Jurisdiction

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of law principles. For Australian customers, any disputes will be subject to the exclusive jurisdiction of the courts of New South Wales. For international customers, disputes will be resolved through arbitration as described in Section 15.2.

15.2 Dispute Resolution

For disputes between the parties:

  • The parties agree to first attempt to resolve any dispute through good faith negotiations
  • If negotiations fail within 30 days, either party may escalate to mediation before a mutually agreed mediator
  • If mediation is unsuccessful, disputes may be submitted to arbitration or litigation as appropriate under the governing law

15.3 Entire Agreement

These Terms, together with any referenced policies and your order confirmation, constitute the entire agreement between you and AugmentHealth regarding the Platform and supersede all prior agreements and understandings.

15.4 Assignment

You may not assign or transfer these Terms or any rights granted hereunder without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the assignee agrees to assume our obligations under these Terms.

15.5 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force and effect.

15.6 Waiver

No waiver of any provision of these Terms will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless expressly provided in writing.

15.7 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet service failures.

15.8 Relationship of Parties

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

15.9 Notices

All notices under these Terms must be in writing and will be deemed given when:

  • Delivered personally
  • Sent by confirmed email
  • Sent by certified or registered mail, return receipt requested
  • Delivered by an internationally recognized courier service

Notices to AugmentHealth should be sent to:
AugmentHealth Pty Ltd
Email: legal@augmenthealth.com

15.10 Export Compliance

You agree to comply with all applicable export and import control laws and regulations in your use of the Platform.

15.11 Government Use

If you are a government entity, the Platform is "commercial computer software" and "commercial computer software documentation" as defined in applicable regulations, and is provided with only those rights as are granted to all other customers under these Terms.

15.12 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

16. Contact Information

For questions about these Terms, please contact us at:

  • General Inquiries: info@augmenthealth.ai
  • Technical Support: support@augmenthealth.ai
  • Investment Opportunities: investors@augmenthealth.ai
  • Compliance & Privacy: compliance@augmenthealth.ai

AugmentHealth Pty Ltd
ABN 89 644 740 358
40/140 William Street,
Melbourne, VIC 3000

Thank you for choosing AugmentHealth. We are committed to being a trusted partner in advancing healthcare outcomes.