Terms and Conditions of Use

TERMS AND CONDITIONS OF USE</h6 >

ScrubUp

Allis Technology Pty Ltd (ABN 40 604 630 051) (“Allis Technology”) is the developer, producer and owner of ScrubUp. ScrubUp is a real & practical resource tool and software database targeted to assist surgical technologists, operating department practitioners, instrument & circulating nurses.  ScrubUp provides preloaded information that aims to guide surgical technologists, nurses, operating department practitioners and  trainees in being able to confidently prepare and set up an operating room capturing all the intraoperative details required. We are online (the “Website “) and available as a mobile tool (the “Application “) (collectively referred to as “ScrubUp”).   We aim to streamline operating room efficiency, enhance patient safety and provide community based services to users of ScrubUp. The User has requested, and Allis Technology has agreed, to permit the User to download and use ScrubUp in a strictly private, non-commercial manner. The parties have agreed that the User may use ScrubUp to the User’s benefit subject to the terms and conditions set out in these terms and conditions.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION
   • Allis Technology means Allis Technology Pty Ltd (ABN 40 604 630 051).
   • Allis Technology Privacy Policy means the policy concerning the management of personal information published by Allis Technology on its website and updated or amended from time-to-time, in accordance with the Privacy Law.
   • Claims means any claims, without limitation, including any suit, action, cause of action, arbitration, money, debt, costs, demands, verdicts and judgments, whether brought by a private or public entity, including a regulatory body, either at law or in equity or arising under the provisions of any statute, including but not limited to a breach or alleged breach of the Consumer Law, the Defamation Law, the Intellectual Property Law, the Privacy Law, or arising as a result of a Tortious Action, whether in any Australian jurisdiction or otherwise.
   • Consumer Law means the Competition and Consumer Act 2010 (Cth), and particularly Schedule 2 thereto, any accompanying regulations thereto, the common law relating to consumer transactions, including but not limited to the issue of misleading and deceptive conduct, and any equivalent, similar or alternative statutes, legislation, regulations, ordinates, codes, or law in any other jurisdiction.
   • Defamation Law means the Defamation Act 2005 (NSW), any accompanying regulations thereto, any equivalent legislation and regulations in other Australian States or Territories, the common law regulating to defamation and injurious falsehood in the State of New South Wales Australia and elsewhere in Australia, and any equivalent, similar or alternative statutes, legislation, regulations, ordinates, codes, or law in any other jurisdiction.
   • Intellectual Property means any copyright, moral rights, trademarks, designs, patents or other proprietary rights that may exist or may be capable of existing, whether or not such existence is contingent upon the doing of anything, including but not limited to the registration of such a right, in any photographic, cinematographic, literary, dramatic, musical or artistic works, sound recordings, computer programs, broadcasts or other things, publications, adaptations and so forth, as the case may be, including but not limited to the Trademark Application and the subject matter thereof.
   • Intellectual Property Law means the international instruments governing intellectual property law, including but not limited to any multinational treaties such as the “Berne Convention” (1971), the “WIPO Copyright Treaty” (1996), the “Paris Convention” (1967) and the “Madrid Protocol” (1989), any bilateral treaty governing intellectual property law, including but not limited to Chapter 17 of the “Australia-United States Free Trade Agreement” (2005), and the domestic regimes governing intellectual property law, whether or not extending beyond the provisions of such international instruments, including but not limited to the Trade Marks Act 1995 (Cth), the Copyright Act 1968 (Cth), the Patents Act 1990 (Cth), the Designs Act 2003 (Cth), any accompanying regulations thereto, and equivalent, similar or alternative instruments, treaties, agreements, statutes, legislation, regulations, ordinates, codes, or law in any other jurisdiction.
   • Privacy Law means the Privacy Act 1988 (Cth) and particularly the “Australian Privacy Principles” set out in Schedule 1 thereto, any accompanying regulations thereto, and any equivalent, similar or alternative statutes, legislation, regulations, ordinates, codes, or law in any other jurisdiction.
   • ScrubUp means the Website and Application developed, produced and owned by Allis Technology as the case may be, and offered to users for private, non-commercial use on their own smart phones and other personal electronic devices.
   • Tortious Action means any conduct capable of giving rise to a Claim founded on a tort, including but not limited to the torts of negligence, assault, trespass to person or property, negligent misrepresentation, deceit, defamation, passing off, interference with contractual relations, intimidation and public nuisance.
   • Trademark Application means the Australian domestic trademark application by Allis Technology and/or Marrianne McGhee and/or their nominees, as the case may be, over ScrubUp logo and bearing application number 1657670, in addition to any current or future Intellectual Property registration applications and/or confirmations with respect to ScrubUp.
   • User means any person who accepts the terms of these terms and conditions in accordance with clause 5 herein, or any person who downloads and/or uses ScrubUp.

2. ACCEPTANCE AND AGREEMENT
   • The User acknowledges and agrees that the User was made aware of the terms of these terms and conditions, and physically and/or electronically acknowledged and accepted those terms, as a condition precedent to ScrubUp becoming physically and/or electronically available to the User for download, and specifically, at the point when the User attempted to download ScrubUp onto the User’s smart phone or other personal electronic device.
   • These terms and conditions will be deemed to be accepted, and agreement therefore reached between the parties, when the User downloads and/or otherwise uses ScrubUp.
   • The User acknowledges and agrees that, if the User does not agree to any provision of these terms and conditions, the User will not use ScrubUp under any circumstances whatsoever.
3. USER ACKNOWLEDGMENT
   • The User acknowledges and agrees that ScrubUp is an administrative support tool only. It does not give medical advice, nor does it take into account the requirements of any particular patient, doctor; nurse, medical facility; medical or related industry body, hospital or administrator.
   • The User should, at all times, rely upon their own skills and expertise in preparing and setting up an operating room. In no circumstances shall they rely on ScrubUp in preference to advice, recommendations or directions from a medical practitioner, senior nurse or other medical authority.
4. PURPOSE AND AGREEMENT

The purpose of these terms and conditions is to set out and formalise the terms and conditions upon which the User will be entitled to download, use and enjoy ScrubUp.  The parties acknowledge and agree that the following terms are essential:

• consideration payable by the User for use of ScrubUp;
• that User will only use ScrubUp in a strictly private, non-commercial manner;
• ownership of any Intellectual Property relating to ScrubUp, or any Intellectual Property that may arise through the use or operation of ScrubUp, and the terms upon which this can and cannot be used by the parties;
• way in which personal information is collected, stored and distributed in connection with the use of ScrubUp;
• conduct which is expressly prohibited in connection with the use of ScrubUp;
• allocation of various liabilities or potential liabilities and corresponding releases and indemnities; and
• that User will only use ScrubUp in a strictly private, non-commercial manner.

5. WARRANTIES
   • Before entering into these terms and conditions, the User has obtained, or has had the opportunity and have has elected not to obtain, separate and independent legal, accounting and financial advice as to the terms of these terms and conditions and as to the User’s obligations, rights and liabilities under these terms and conditions. Allis Technology relies on this warranty and representation given by the User.
   • The parties have entered these terms and conditions with the intention that it will still apply with a binding effect to the fullest extent possible notwithstanding any material change in the circumstances of any party.
   • No party has entered these terms and conditions as the result of any undue influence, unconscionable conduct, duress or similar circumstances of pressure, necessity or unequal bargaining power and all parties were fully cognisant of the advantages and disadvantages of so entering at the time of making an informed choice in the affirmative.
   • The User warrants that it will not use ScrubUp for any illegal or immoral purpose.
   • The User warrants that it will provide true and accurate personal information to Allis Technology, and that the User accepts responsibility for the use of ScrubUp under any and all circumstances, whether or not such use was authorised by or even known to the User.
6. CONSIDERATION
   • We may offer Scrub Up versions free of charge, or may offer paid versions and downloads as we determine appropriate from time to time.:
   • Any free download of ScrubUp will be for strictly private and non-commercial use. The User may have limited access to options, facilities and services available to other users. There may also be paid advertisements used by Scrub Up and no objection can be made to the use of such advertisement by Scrub Up.
   • Allis Technology may also require a fee to be paid in such sum as notified to the User or prospective user from time to time. This fee shall permit access to options, facilities and services as determined the Allis Technology and may or may not allow use on more than one device. . For the avoidance of doubt, the loss of a personal electronic device will not grant the User an automatic right of replacement of a “specialty” module or access to any other restricted function of ScrubUp;
   • Without limiting payment options, if payment is required for download or access to Scrub Up, you authorise Allis Technology to take such payment from the User automatically, either through the “Apple App Store”, “Android Market”, “Blackberry App World”, “Windows Marketplace” or any other system specific to the personal electronic device of the User, or by tradition means of credit card or account debits.
   • A breach of this clause on the part of the User gives Allis Technology an immediate right to terminate these terms and conditions.
7. USER GENERATED CONTENT
   • ScrubUp may allow the User to post information, photos, content, comments and/or upload materials to ScrubUp (including features such as live chat and forums, checklists and ‘how to’ schedules), whether through the Website and/or Applications (“User Content”) and may also allow the User to see User Content submitted by other persons.
   • ScrubUp may include functionalities that allow the User to control whether or not the public or other users of ScrubUp are able to view the User’s User Content (“Access Controls”). Allis Technology will use its best endeavours to ensure that it properly implements the Access Controls that the User selects, but Allis Technology does not warrant or guarantee that the implementation is error free. If the User discovers any improper implementation of their selected Access Controls, the User must inform Allis Technology immediately so that it can investigate and, where appropriate, correct the error. To the extent permitted by law, Allis Technology is not liable to the User for any loss or damage arising as a result of or in connection with any incorrect implementation of the Access Controls selected by the User (including any resulting disclosure of the User Content that the User did not intend to disclose).
   • Because Allis Technology is not able to guarantee that the implementation of the Access Controls is error free, the User should take particular care before deciding whether to upload any User Content. In particular, the User should be aware that, if their User Content is downloaded by any other person (including other users of ScrubUp, whether authorised or not), then neither Allis Technology nor the User may be able to control the further disclosure and publication of that User Content.
   • By posting, submitting, updating, modifying, transmitting or otherwise making available any User Content on ScrubUp:
     • the User warrants that they independently created or otherwise have all the necessary rights and permissions needed to submit the User Content to ScrubUp;
     • subject to clause 7, you grant to Allis Technology a royalty-free, non-exclusive irrevocable, perpetual and world-wide licence of the Intellectual Property in the User Content to use, modify, copy, sub-licence, distribute, reproduce, adapt, transmit, publish and/or broadcast, publicly perform, commercialise, communicate and display in any manner and by any means which Allis Technology may determine; and
     • The User must ensure, and warrant, that the User Content, and the licence that the User grants to Allis Technology under clause 6(d)(ii) do not infringe the rights (including Intellectual Property rights, privacy and reputation) of any other person, and the User agrees to indemnify Allis Technology against any third party claims arising from their use of ScrubUp in breach of this clause 6(d)(iii).
   • To the full extent permitted by law (and subject to Allis Technology using reasonable endeavours to implement the Access Controls that the User has selected), the User consents to Allis Technology (and all persons authorised by Allis Technology) doing anything in relation to their User Content which would otherwise constitute an infringement of their moral rights that the User may have in the User Content. To the extent that a waiver, rather than a consent, is required in any jurisdiction, then the User waives any moral rights they may have.
   • Allis Technology has the right, but not the obligation, to monitor and review User Content from time to time and Allis Technology may, at its sole discretion and without prior notice to the User, remove or edit any of their User Content for any reason (or for no reason at all).
   • Notwithstanding Allis Technology’s right to monitor, review and edit any User Content, Allis Technology is not obliged to do so. Allis Technology accepts no responsibility or liability for any User Content. In particular, the User acknowledges and agrees that Allis Technology does not authorise, condone or endorse any User Content of any other user, and is not responsible for the accuracy, legality or decency of such content. The User is solely responsible for verifying the veracity of any claims or statements made in any User Content.
   • The User acknowledges that, subject to Allis Technology using reasonable endeavours to implement the Access Controls that the User has selected, their User Content will be displayed on ScrubUp, and other users may use, view and download their User Content. Allis Technology is not responsible for how other users will use the User’s User Content. The User should take care before posting anything sensitive or personal about themselves to any part of ScrubUp that is accessible to the public or other users of ScrubUp.
   • Some User Content may refer to events or activities that are organised by other users of ScrubUp. Allis Technology is not responsible for organising these events and activities, and do not authorise or endorse them. The User is solely responsible for determining whether to participate in these events and activities, at their own risk.
   • You must not use ScrubUp, or post any material on ScrubUp, in any way that causes or is likely to cause ScrubUp or access to be interrupted, damaged or impaired in any way. You understand that you are solely responsible for all electronic communications and contents sent from your computer or mobile device to us.
   • If the User believes that their rights have been infringed by any other User Content, or wish to report any User Content that does not comply with these terms and conditions, please contact ScrubUp at [insert email and/or address details]
8. LIMITED ACCESS AREAS
   • You agree that:
     • sections of ScrubUp may be locked to members of the public (Limited Access Areas);
     • a Login may be required to access the Limited Access Areas;
     • you shall not access the Limited Access Areas without having:
       • first been issued a Login; and
       • paid, arranged to pay or having had paid on your behalf, the correct subscription fees and charges that we specify (if any) for your access to the Limited Access Area;
     • the Login is non-transferable;
     • you shall not disclose the Login to any other person;
     • you shall keep the details of the Login safe and confidential;
     • you accept all liability for any activities whatsoever conducted using the Login that is issued to you; and
     • you shall not use a Login that has been issued by us to some other person.
   • You agree that Allis Technology may, from time to time and in their sole discretion:
     • revoke, vary, suspend or cancel the Login;
     • carry out maintenance or other work on ScrubUp, that may limit or deny access to you; or
     • limit or deny access to ScrubUp, for any reason.

9. ADVERTISMENTS

Third party advertisements may appear on ScrubUp (from time to time). Allis Technology does not endorse these advertisers or the products that they sell., nor do we make any recommendation or representation in relation to the goods or services advertised. Any decision to use any goods or services advertised is a decision solely of the User and the User bears all responsibility to make all necessary enquiries into the quality and use of the advertised goods or services. .

10. PRIVACY
    • The User warrants to Allis Technology that the User has read, or will read at the first available opportunity after downloading and prior to using ScrubUp, the Allis Technology Privacy Policy. The User accepts the terms of the Allis Technology Privacy Policy.
    • The content that the User shares by using ScrubUp is neither private nor confidential and the User should not have any expectation of privacy with respect to it. Information the User uploads will be posted along with other personal information. For example, if the User shares a picture on ScrubUp, their name will also be published together with the picture.  The User must exercise caution and common sense when submitting and disclosing information. At the very least the User should demonstrate the same degree of caution when publishing personal information by means other than the Internet and cellular services.
    • In particular, if the User chooses to share personal information such as name, age, gender, their location information, appearance, messages, background personal information. This information may be shared in ScrubUp and to other users. This information may also be shared via third party services (such as social networks) which interact with ScrubUp.
    • The User can decide whether or not to upload content to ScrubUp, but the User should note that certain information is required in order to use ScrubUp.
    • Any content that the User submits for posting, may be viewed by all users of ScrubUp and by Allis Technology. The User acknowledges and agrees that it will not, under any circumstances whatsoever, use ScrubUp in any way that may bring Allis Technology into an actual or potential breach of the Privacy Law or the Allis Technology Privacy Policy.
    • The User acknowledges and agrees that the User will not use the personal information of any other users, or any other person, found on ScrubUp under any circumstances whatsoever with the exception of using information openly available to ScrubUp users in furtherance of ScrubUp initiatives only and strictly within ScrubUp platform and user interface.
    • The User hereby consents and gives express permission for Allis Technology to use the User’s personal information and any information or Intellectual Property the User uploads to ScrubUp in the following manners:
      • to register the User’s ScrubUp account with Allis Technology;
      • to ensure the User’s compliance with clause 5 herein;
      • to suggest other users of ScrubUp with whom the User may wish to connect via ScrubUp platform;
      • to disclose if required to do so by law;
      • to display the most relevant generic advertisements to the User on the User’s interface during use of ScrubUp; and
      • with the exception of “sensitive information” as defined in the Privacy Law and financial information, to disclose to a third party for the purpose of marketing promotion through ScrubUp interface only.
    • The User understands that, notwithstanding that Allis Technology takes the most appropriate measures possible in the circumstances to ensure against such occurrences, other users of ScrubUp and third parties (including advertisers) with whom Allis Technology deals, or hackers or other cyber criminals or otherwise, may use the User’s information or content in a manner that breaches the Privacy Law or the Allis Technology Privacy Policy or this clause. The User downloads and/or uses ScrubUp knowing and accepting (on the basis that ScrubUp has complied with its obligations under the Privacy Act) that this is a risk that the User assumes in full, and the User hereby forever releases and indemnifies in full Allis Technology for any such occurrence or any similar or like occurrence.
    • Any act inconsistent with this clause on the part of the User, including but not limited to a breach or the pursuit of a Claim in relation to the User’s personal information or the Privacy Law, gives Allis Technology an immediate right to terminate these terms and conditions.
11. PROHIBITED Actions – Defamatory, Offensive Use and other Tortious conduct
    • The User warrants that it will not, under any circumstances whatsoever, use ScrubUp for their own commercial purposes without the prior written consent of Allis Technology, with the exception of personal use in the course of fulfilment of employment obligations only.
    • The User hereby warrants to Allis Technology that it will not use ScrubUp or any content from ScrubUp in any way whatsoever that gives rise to an actual or potential breach or contravention of the Defamation Law.
    • For the avoidance of doubt, the User must not, under any circumstances whatsoever, use ScrubUp or conduct themselves on ScrubUp platform in any way that tends to:
      • lower another ScrubUp user’s opinion of a person in any way whatsoever, lower the reputation of a person, represent a falsity or half-truth about a person or give a negative connotation about a person;
      • lower another ScrubUp user’s opinion of a business entity, whether or not a sole trader, company or partnership, or whether or not with respect to that entity itself or its product(s), service(s), competence, credibility or otherwise; or
      • even if it does not fall foul of clauses 10(c)(i) or 10(c)(ii) above, paint a person or business entity in any way that is not entirely wholesome or positive in nature or connotation.
    • The User understands that, notwithstanding that Allis Technology takes the most appropriate measures possible in the circumstances to ensure against such occurrences, other users of ScrubUp and third parties (including advertisers) with whom Allis Technology deals, or hackers or other cyber criminals or otherwise, may use the User’s information or content in a manner that breaches the Defamation Law or this clause. The User downloads and/or uses ScrubUp knowing and accepting that this is a risk that the User assumes in full, and the User hereby forever releases and indemnifies in full Allis Technology for any such occurrence or any similar or like occurrence.
    • Any act inconsistent with this clause on the part of the User, including but not limited to a breach or the pursuit of a Claim in relation to the Defamation Law, gives Allis Technology an immediate right to terminate these terms and conditions.
    • The provisions of this clause apply in full, mutatis mutandis, with respect to other applicable Tortious Actions, as the case may be.
    • The User hereby warrants to Allis Technology that it will not use ScrubUp or any content from ScrubUp in any way whatsoever that gives rise to an actual or potential breach or contravention of the Consumer Law. For the avoidance of doubt, the User must not, under any circumstances whatsoever, use ScrubUp or conduct itself on ScrubUp platform in any way mentioned in the following non-exhaustive list:
      • mislead or falsely represent, whether intention, negligent or inadvertent;
      • assert a right to payment;
      • take advantage of another with lesser bargaining power or a disability;
      • strike an unfair bargain;
      • make an unsolicited supply;
      • harass or coerce;
      • make a guarantee with respect to any matter in relation to a good or service or the supply of a good or service;
      • provide any warranty or make any statement with respect to the quality or safety of a good or service; or
      • to promote a medical practice or practitioner;
      • advertise any goods or services or recommend any equipment or surgical tools;
      • advertise or deal in any way with a good or service that has been banned or recalled or is known to be defective.
    • The User hereby warrants to Allis Technology that it will not use ScrubUp or any content from ScrubUp in any way whatsoever that could be characterised as commercial sabotage, espionage, unfair competition or malicious or wilful damage. For the avoidance of doubt, the User must not, under any circumstances whatsoever, use ScrubUp or conduct themselves on ScrubUp platform in any way mentioned in the following non-exhaustive list:
      • copying, modifying, reproducing, selling, posting or transmitting any part or aspect of ScrubUp;
      • uploading any content to ScrubUp, any other Allis Technology software or product or any Allis Technology website that contains any trojan, spyware, malware, robot, spider, script or any other like software, device, product or process with similar or like effect or capacity;
      • attempt to or actually gain access to any aspect of ScrubUp, any other Allis Technology product or any Allis Technology website that is secure or otherwise not accessible from the standard ScrubUp user interface and equivalent in such other software or website, as the case may be;
      • attempt to or actually identify the source or underlying code, reverse engineer, search or harvest information from, any aspect of ScrubUp, any other Allis Technology product or any Allis Technology website; or
      • otherwise do anything likely to harm the commercial interest of Allis Technology or the experience of other Users of ScrubUp.
    • The User understands that, notwithstanding that Allis Technology takes the most appropriate measures possible in the circumstances to ensure against such occurrences, other users of ScrubUp and third parties ( including advertisers) with whom Allis Technology deals, or hackers or other cyber criminals or otherwise, may use the User’s information or content in a manner that breaches the Consumer Law or this clause. The User downloads and/or uses ScrubUp knowing and accepting that this is a risk that the User assumes in full, and the User hereby forever releases and indemnifies in full Allis Technology for any such occurrence or any similar or like occurrence.
    • Any act inconsistent with this clause on the part of the User, including but not limited to a breach or the pursuit of a Claim in relation to the Consumer Law, gives Allis Technology an immediate right to terminate these terms and conditions.
    • The provisions of this clause apply in full, mutatis mutandis, with respect to other applicable Tortious Actions, as the case may be.
12. INTELLECTUAL PROPERTY
    • The User warrants that it will not use the Intellectual Property of Allis Technology for any purpose other than the direct use of ScrubUp in accordance with the provisions of these terms and conditions, and that it will not use ScrubUp in any way whatsoever that infringes upon the Intellectual Property Law or the rights of others.
    • The User hereby assigns to Allis Technology in full any and all title or right, whether legal or equitable, and whether existing or registered or not, in or to or in relation to, any Intellectual Property in any and all content the User may upload to ScrubUp.
    • The User acknowledges and agrees that, following clause 11(b) above, Allis Technology holds in full any and all title or right, whether legal or equitable, and whether existing or registered or not, in or to or in relation to, any Intellectual Property in any and all content the User may upload to ScrubUp platform, to the exclusion of all others.
    • The User understands that the effect of clauses 11(b) and 11(c) above is that the User surrenders any Claim it would or may have otherwise had against Allis Technology, other users of ScrubUp or the third party (including advertisers) with whom Allis Technology deals, in relation to the Intellectual Property Law, and the User hereby forever releases and indemnifies in full Allis Technology in relation to any such Claim brought against Allis Technology, other users of ScrubUp or the third party (including advertisers) with whom Allis Technology deals.
    • Any act inconsistent with this clause on the part of the User, including but not limited to a breach or the pursuit of a Claim in relation to the Intellectual Property Law, gives Allis Technology an immediate right to terminate these terms and conditions.

13. INDEMNIFICATION

The User expressly acknowledges and agrees that:

• Allis Technology may be relying on representations made and/or warranties given by other parties in these terms and conditions and that, as such, Allis Technology may, and may continue to, assume considerable risk, including but not limited to through the fulfilment of its obligations in reliance upon the User’s warranties, that Allis Technology may not otherwise have endeavoured to assume in absence of the parties’ execution of these terms and conditions.
• The User acknowledges that, in the event of a breach, derogation from, inability, unwillingness or refusal of the User to comply with the terms of these terms and conditions, Allis Technology would have relied upon the User’s representations and/or warranties to its detriment and that, as such, the User will indemnify Allis Technology for any reasonable costs or expenses, whether direct or indirect, present or future, incurred by Allis Technology in connection with these terms and conditions.
• Subject to Allis Technology acting in breach or outside the scope of the provisions of these terms and conditions, the User specifically indemnifies Allis Technology against the following occurrences:
  • any and all Claims arising in relation to the User’s use of ScrubUp;
  • any and all Claims arising in relation to the use by third parties of ScrubUp that may affect or relate in any way whatsoever to the User and that may have a bearing on Allis Technology; and
  • any ancillary loss or damage, suffered by the User or any third party.
• Without limiting any other right or obligation which a party may have under these terms and conditions or a covenant herein or otherwise, the User indemnifies Allis Technology and will keep Allis Technology indemnified for any Claims or other loss or damage suffered as a result of a breach by Allis Technology or a third party or the User of these terms and conditions or a contravention of any law, regulation, by-law or order of any relevant competent authority or the covenants of these terms and conditions.
• Any indemnity under these terms and conditions will be independent of any other obligation of any party and is irrevocable and will continue despite expiration or termination of these terms and conditions. Allis Technology may enforce any indemnity without or before incurring any actual expense or suffering any actual loss or damage.

14. RELATIONSHIP OF THE PARTIES
    • Nothing in these terms and conditions, and nothing in relation to ScrubUp or the operation or use of ScrubUp, is to be construed as constituting the parties as partners, or as creating between the parties the relationship of employer and employee, master and servant, or principal and agent, and no party has (and must not represent that it has) any power, right or authority to bind the other, unless the contrary intention is expressed in the provisions of these terms and conditions.
    • No feedback, suggestion, content, comment or other contribution by the User that is subsequently acted upon by Allis Technology will be taken under any circumstances whatsoever to creating any entitlement whatsoever on the part of the User.
15. VARIATION
    • The User may not vary the provisions of these terms and conditions under any circumstances whatsoever.
    • From time to time, Allis Technology may vary the provisions of these terms and conditions. In the event that Allis Technology seeks to effect such a variation, the User will be provided with prior notice in a reasonable form nominated by Allis Technology. The User acknowledges and agrees that, in the event that the User does not agree with the proposed variations, the User will immediately cease any use of ScrubUp, and continued use of ScrubUp will be deemed to be an acceptance by the User of the variation.
16. ASSIGNMENT
    • The User may not assign their rights or obligations under these terms and conditions under any circumstances whatsoever.
    • In the event that Allis Technology incorporates transfers its intellectual property to another entity, sells ScrubUp or on the occurrence of a similar or like event, the rights and obligations of Allis Technology will automatically be assigned and subrogated to the relevant new entity, as the case may be.
17. DOCUMENT TO ENDURE

Subject to any express terms of these terms and conditions evincing a contrary intention, all of the clauses of these terms and conditions survive the termination of these terms and conditions for any reason and continue to be binding upon the parties and endure for the benefit of the parties.

18. ENTIRE AGREEMENT

These terms and conditions embodies the entire agreement between the parties relating to the subject matter of these terms and conditions, ScrubUp and the use or operation of ScrubUp in any way whatsoever, and these terms and conditions supersedes and replaces any prior and/or contemporaneous agreements and understandings between the parties in that regard.

19. GOVERNING LAW AND JURISDISCTION
    • For the avoidance of doubt, clause 19(a) above is intended to have the effect that any litigious dispute should be heard and determined by a court or tribunal in New South Wales, Australia, and according to the laws applicable in New South Wales, Australia.

    These terms and conditions is governed by the law of New South Wales and the parties:

    • submit to the jurisdiction of its courts or tribunals and courts of appeal from those courts or tribunals; and
    • will not object to the exercise of jurisdiction by those courts or tribunals on any basis.
20. DISPUTE RESOLUTION
    • If a dispute arises out of or relates to these terms and conditions (including any dispute as to the meaning, performance, validity, subject matter, breach or termination of the Deed or as to any claim in tort, in equity or pursuant to any statute) (Dispute) a party may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with the following paragraphs of this clause, except where the party seeks urgent interlocutory relief.
    • A party claiming that a Dispute has arisen under or in relation to these terms and conditions must give written notice to the other party specifying the nature of the Dispute.
    • On receipt of that notice by the other party, the parties must endeavour in good faith to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed by them.
    • If the parties do not agree within seven (7) days of receipt of the notice (or such further period as agreed in writing by them) as to:
      • The dispute resolution method and/or procedures to be adopted;
      • The timetable for all steps in those procedures; or
      • The selection and compensation of the independent person required for such technique,

The parties must mediate the Dispute in accordance with the Mediation Rules of the Law Society of New South Wales and the President of the Law Society of New South Wales or the President’s nominee will select the mediator and determine the mediator’s remuneration.

• In the event the Dispute is not resolved by mediation within fourteen (14) days of written notice by one party to the other of the Dispute (or such further period agreed in writing between the parties), either party may refer the Dispute to arbitration. The arbitrator shall be agreed between the parties within ten (10) days of written notice of the referral by the referring party to the other, or failing agreement such as appointed by the President of the Law Society of New South Wales or the President’s nominee. In either case the arbitrator shall not be a person who has participated in an informal resolution procedure in respect of the Dispute.

21. EXTERNAL CIRCUMSTANCES
    • The User understands that, in connection with the User’s download and/or use of ScrubUp, the User may be subject to additional terms and conditions imposed by the “Apple App Store”, “Android Market”, “Blackberry App World”, “Windows Marketplace” or any other system specific to the personal electronic device of the User. The User acknowledges and agrees that there exists privity between the User and such service providers, and that this in no way whatsoever is connected to Allis Technology. The User understands that this is outside of the control of Allis Technology and releases Allis Technology from any and all Claims relating to the subject matter of this clause. The User also agrees to continue to abide by any such terms and conditions, failing which the User agrees to immediately cease using ScrubUp.
    • The User understands that ScrubUp may take some time to download and will attract additional costs levied by the User’s telecommunications service provider, particularly if the User is using the 3G or 4G network. The User understands that this is outside of the control of Allis Technology and releases Allis Technology from any and all Claims in relation thereto.
    • The User also understands that there are other external circumstances outside of the control of Allis Technology, including but not limited to the safety or aspects of the websites or otherwise of other third parties (including advertisers) associated with ScrubUp, and also releases Allis Technology from any and all Claims in relation thereto.
22. NO ADVICE OR REPRESENTATIONS
    • The User understands and agrees that Allis Technology makes no warranties or representations whatsoever regarding the functionality, performance, application, accuracy, truthfulness, usefulness or otherwise of ScrubUp, and the User releases Allis Technology from any Claims involving a contrary assertion or implication.
    • The User understands and agrees that any content seen on ScrubUp is for informational purposes only , including advertisements by third parties and information uploaded or distributed by other users, is not verified or endorsed by Allis Technology in any way whatsoever, and releases Allis Technology from any Claims involving a contrary assertion or implication.
    • The User understands and agrees that any content posted by Allis Technology, advertisers or other third parties is not intended to be taken to be medical, professional, legal, financial or other advise, and also releases Allis Technology from any Claims involving a contrary assertion or implication.
23. SEVERANCE
    • In the event of any covenant or other provision of these terms and conditions being declared invalid, illegal, unlawful or otherwise being incapable of enforcement, all other covenants and provisions of these terms and conditions shall nevertheless prevail and remain in full force and effect.
    • In the event of any such provision being severed the parties must endeavour to agree upon provisions in substitution for the severed provision that are not illegal and that substantially express the meaning of the severed provision.
24. ABSOLUTE BAR

These terms and conditions may be pleaded and tendered by any party as an absolute bar and defence to any proceeding or Claim brought in breach of the terms of these terms and conditions or otherwise in relation to these terms and conditions.