Terms & Conditions

Terms and Conditions

User Terms and Conditions // Midoc.com.au // onlinemedicalcertificates.au

1. Overview

We appreciate your engagement with Midoc, a provider of health-related services, such as telehealth consultations, conducted by registered health professionals (referred to as "Health Practitioners"). Our digital environment, https://midoc.com.au and onlinemedicalcertificates.au (collectively known as "Platform"), is under the ownership and operation of Midoc (referred to as "we", "us", "our"). We request that you (the "User") carefully peruse these terms and conditions ("Terms") as they establish a contractual relationship ("Agreement") between you and us. By utilizing our Platform, you are indicating your agreement to and acceptance of these Terms. This Agreement, along with our Privacy Policy and any other rules or guidelines made available on our Platform from time to time, constitutes the complete Agreement between you and us. If you disagree with any part of the Agreement, please discontinue your use of the Platform immediately. We retain the right to modify these Terms at any moment. Your continued use of the Platform signifies your acceptance of these Terms as they may be updated periodically.

2. Scope of Our Platform

2.1 General Description (a) Our Platform serves as a bridge connecting individuals with Health Practitioners to facilitate online medical certificate issuance and telehealth consultations. (b) Health Practitioners, by virtue of the Platform, are enabled to offer a variety of health services to individuals, provided such services are deemed suitable and in adherence to their legal duties by the Health Practitioner.

2.2 Our Involvement (a) As the developer and maintainer of the Platform, our responsibilities are confined to: (i) providing and managing your access to the Platform; (ii) receiving and handling feedback regarding the Platform; and (iii) carrying out improvements and alterations on the Platform. (b) When accessing and utilizing the Platform, you accept and recognize that: (i) we do not engage in providing any medical or health services, nor do we employ any Health Practitioners to deliver health services to individuals; (ii) we bear no responsibility for, and have no command over, the utilization of the Platform by other Users; (iii) we have no accountability for, and no control over, any consultation, health services, or the reliability of data given by Health Practitioners; and (iv) while we reserve the right, we are not obliged, to oversee, validate, amend, or erase any materials or information generated or conveyed by Users through the Platform (referred to collectively as "User Content"), and we do not oversee the accuracy of User Content.

3.1 Health Service Requests through the Platform (a) To avail the Services, acceptance of these Terms and our Privacy Policy is required; this establishes a contractual relationship between you and us. (b) To leverage our Platform, you must: (i) possess the legal capacity and authority to form a legally binding contract; and (ii) provide complete and accurate responses to all queries on the request page of the Platform, which includes your full name, date of birth, contact information (including email address and phone number), credit or debit card details, and medical history (Referred to as "Request Information"). (c) All information you share with us through the Platform, including your Request Information, should be truthful, complete, and current. We are not obligated to authenticate the identities of Users, but we may take reasonable steps to verify the accuracy of the details at our discretion. (d) You acknowledge and agree that incomplete or inaccurate information provided to us might prevent Health Practitioners from offering their health services to you. (e) We retain the right to decline any User requests for any reason at our sole discretion, or to deny anyone access to the Platform at any time and for any reason, without notice.

3.2 User Account (a) If provided with the option through the Platform, you can register for an account with us (referred to as "Account") to facilitate receiving the Services and managing any health services you receive from Health Practitioners. (b) To register for an Account, you must provide complete and accurate responses to all the items on the Account registration page of the Platform (termed "Registration Information"). Your Registration Information should be complete, accurate, and up-to-date, and any changes should be updated through your Account. (c) When registering for an Account, you must select a username and password. You bear responsibility for maintaining the secrecy and security of your Account and password and for all activity that takes place under your Account. If you suspect unauthorized access to your Account, please notify us immediately. (d) We reserve the right to refuse anyone access to an Account at any time and for any reason, without prior notice.

3.3 Platform Usage (a) By accessing and using the Platform as a User, you represent and warrant that: (i) you are at least 18 years old; (ii) you currently reside in Australia and have an Australian residential address; (iii) you possess the legal authority and capacity to agree to and comply with the Terms of the Agreement; and (iv) any information provided to us or a Health Practitioner through the Platform will be accurate, complete, and up-to-date. (b) By accessing and using the Platform as a User, you accept and acknowledge that: (i) we are not a party to any contractual relationships between Users and/or Health Practitioners; (ii) we do not assure the existence, availability, suitability, legality, or safety of the Platform; (iii) we do not provide a health service and any communication from Midoc or its employees should not be considered as medical advice or a health service; (iv) the Health Practitioners we connect Users with are not employees or representatives of Midoc; (v) consultations are between Health Practitioners and Users, and we do not assume responsibility for any information or services provided during the consultations, and do not guarantee that the consultations are suitable for Users; (vi) the Health Practitioners hold full discretion in deciding whether a consultation or other health service provided via the Platform is suitable for you; (vii) we do not guarantee that a Health Practitioner will issue you with a medical certificate or provide any other health service to you following a consultation via the Platform; (viii) we are not responsible for the relationship between Users and Health Practitioners; (ix) we are not a health service provider or a regulated health service under National Law; and (x) your access to and use of the Platform is non-transferable. (c) By submitting a request for health services, you agree that we may send you text (SMS) messages, push notifications, and emails as part of the standard operational procedures related to your use of the Platform. You can opt-out of receiving these communications from us by contacting us, and you acknowledge that opting out may affect your use of our Platform.

3.5 Medical Certificates (a) Neither we nor the Health Practitioners utilizing our Platform can guarantee the provision of a medical certificate. The delivery of any health services (including a telehealth consultation and/or issuance of a medical certificate) remains at the sole discretion of the Health Practitioner. (b) If the Health Practitioner deems it appropriate to provide a medical certificate, we will deliver the medical certificate to you by the method and in the format you choose at check-out, whether by post, by email, or by SMS. If you have an Account, you can also view your medical certificates through your member dashboard.

4. Use of Platform

4.1 Authorized Usage (a) You are permitted to access the Platform via a web browser or mobile device, and duplicate or print hard copies of portions of the Platform solely for purposes as outlined in these Terms. (b) Any other utilization, such as modification, distribution, transmission, republication, display, or performance of content on the Platform, except as permitted under these Terms, is strictly forbidden.

4.2 Your Responsibilities You assure and promise to: (a) use the Platform in accordance with these Terms and exclusively for lawful purposes; (b) comply with applicable laws and regulations; and (c) immediately contact your general practitioner if instructed to do so by a Health Practitioner.

4.3 Limitations In accessing the Platform, you assure and promise that you will not: (a) alter or replicate the layout of the Platform or any computer software and code contained in the Platform; (b) commit any act or engage in any practice that: (i) adversely affects our systems, reputation, or goodwill; or (ii) interferes with or disrupts the integrity of the Platform, including but not limited to, by hacking, transmitting any viruses, spyware, malware, or any other unauthorized malicious code of a destructive or disruptive nature; (c) create accounts with us through unauthorized means, including by using an automated device, script, bot, or other similar means; (d) restrict or attempt to restrict another User from using or enjoying the Platform; (e) intrude on another person's privacy or collect or otherwise gather information about others, including Registration Information, without their consent; (f) infringe on any intellectual property rights or any other contractual or proprietary rights of another person; (g) circumvent any measures employed to prevent or limit access to our Platform; (h) engage in any act, engage in any practice, or omit to engage in any act or practice that: (i) is or could reasonably be considered obscene, illegal, offensive, inappropriate, defamatory, indecent, threatening, or objectionable in any way; (ii) would cause us to breach or be perceived to breach a law; (iii) would bring us into disrepute; or (iv) interferes with the integrity or provision of the Platform to all Users; (i) encourage or facilitate violations of these Terms; (j) distribute or send communications that contain spam, chain letters, or pyramid schemes; or (k) harass, intimidate, act violently or inappropriately towards, or discriminate against another User.

5.1 Charges (a) We may impose charges to Users as a condition for accessing our Services. (b) These charges could be one-time (One-time Charges) (together referred to as Charges). (c) We will inform you of any relevant Charges (including any applicable GST) when you request a health service via our Platform. Our Charge rates can be located on our website and Platform, before finalizing the transaction. (d) Charges are to be paid upfront and are non-returnable, except as expressly stated in these Terms. (e) Charges, along with all other costs, are in Australian dollars, excluding applicable taxes unless stated otherwise. Charges may be converted into your local currency at the time of payment. We reserve the right to add GST for any supply within Australia. (f) We reserve the right to modify the Charges at any time, and we will give Users reasonable notice of any changes before they become effective. (g) You are accountable for all Charges and taxes, and we reserve the right to impose such applicable taxes on you.

5.2 Method of Payment (a) Charges must be paid in advance using a valid credit card. (b) All credit card transactions are subject to validation checks and authorisations by the card issuer. If the issuer of your payment card refuses or fails to authorise payment of the Charges, the transaction will not be processed. (c) If any relevant Charge is not paid to us or automatically debited for any reason by the due date, we may, at our discretion: (i) terminate your Account or personalised link; or (ii) temporarily suspend your access to all or certain features of the Platform until such time as payment of the Charge is fully received by us.

5.3 Charge Refunds (a) If the Health Practitioner you are connected with decides, at their sole and absolute discretion, that telehealth isn't suitable in your circumstances, we will refund the Charges paid by you in full within a reasonable timeframe.

6. Ownership of Intellectual Property

(a) In these Terms, Ownership of Intellectual Property refers to all intellectual property rights, including all copyrights, patents, trademarks, design rights, trade secrets, circuit layouts, domain names, know-how, and any similar rights globally, whether registered or not, and any applications for registration or rights to apply for such registration. (b) We own or have a license for all rights, title, and interest (including Ownership of Intellectual Property) in the Platform or the materials (including all textual data and content, graphics, logos, type forms, and software) made available to you on the Platform (collectively, Platform Content). Your use of and access to the Platform doesn't grant or transfer any rights, title, or interest to you concerning the Platform Content. (c) You may access the Platform using a web browser or mobile device and electronically copy and print hard copies of the Platform Content solely for your personal, non-commercial use. (d) You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, reverse engineer, create derivative works from, transfer, or sell any Platform Content or any other material in whatever form contained within the Platform unless expressly stated otherwise in these Terms. (e) To the extent that the Platform uses any open-source or third-party code that may be incorporated into the Platform, such access to the open source code is provided subject to the terms imposed by the licensor of that open source code. You acknowledge and agree that any open source code is made available "as is", without any warranty from us.

7. User-Generated Content

7.1 General (a) We retain the right, but are not obligated, to monitor, review, verify, edit, modify, or delete material, content, data, or information created, generated, or transmitted by Users via the Platform (User Content), and we do not control the accuracy of User Content. (b) We do not claim ownership of any User Content. You grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide, assignable, and transferable license to use, reproduce, modify, copy, store, and share the User Content, for our business or commercial purposes. (c) You consent to any act or omission which would otherwise constitute an infringement of your moral rights. If a third party has moral rights in your User Content, you must ensure the third-party consents in the same manner. (d) The views expressed in any User Content are the views of Users and not those of us unless specified otherwise. We are not responsible for and disclaim all liability in respect of any User Content. We encourage you to report problems, offensive content or comments, and malicious use of the Platform to us.

7.2 Content Security (a) We will make every reasonable effort to implement, maintain, and enforce security procedures and safeguards to protect the security, confidentiality, and integrity of the User Content from unauthorized access or use by a third party or misuse, damage, or destruction by any person. (b) However, we cannot guarantee and are not responsible for the security of User Content and to the extent permitted by law, we expressly exclude liability for any such loss, however caused.

7.3 Restricted Content You must not create, upload, or generate any User Content: (a) unless you hold all necessary rights, licenses, and consents to do so; (b) that would cause you or us to breach any law, regulation, rule, code or other legal obligation; (c) that we consider inappropriate, offensive, abusive, indecent, or illegal; or (d) that infringes the rights, including intellectual property rights, of any third party.

8. Links to Third Party Sites

The Platform may include links and pointers to websites or applications owned and managed by third parties. We do not have control over these linked websites and we are not accountable for the content of any linked website. Your access to any such website is entirely at your discretion and risk. For information accuracy and completeness, you should directly contact the respective third party prior to engaging in a transaction concerning the third-party products and services.

9. Disclaimers

To the maximum extent allowed by law, you agree and acknowledge that: (a) the Platform is provided on an "as is" and "as available" basis, and the entire risk arising from your use of the Platform resides solely with you; (b) we do not control, endorse, and are not accountable for any User Content; (c) we hold absolute control over the Platform and may modify, amend or cease the operation of the Platform at our sole discretion; (d) we offer no warranty or representation that any specific result or objective can or will be accomplished or attained by accessing the Platform; (e) we offer no warranty or representation that the Platform will be continuous, uninterrupted, accurate, error-free, virus-free, secure or accessible at all times; (f) we can remove any content, material, and/or information, including any User Content, without providing any explanation or justification for removing the material and/or information; (g) you are accountable for assessing the suitability of the Platform, its services, and any Platform Content, for your intended application and use and we offer no warranty, guarantee, or representation that the Platform, its services, or the Platform Content is suitable for or meets your needs; and (h) we reserve the right, but are not obliged, to monitor or become involved in any dispute between Users.

10. Limitations and Exclusions of Liability

(a) To the greatest extent permitted by law, we are not liable to you or anyone else for any loss or damage that you may suffer or incur in connection with: (i) your access to and use of the Platform and Platform Content; (ii) your inability to access or use the Platform and Platform Content or any of the health services provided by Health Practitioners via the Platform; (iii) any User Content; (iv) any interactions between you and a Health Practitioner; and (v) unauthorised creation, access or use of your personal information, Account or your User Content, even if we have been advised of the possibility of such loss. (b) To the fullest extent permitted by law, we exclude: (i) liability for special, indirect or consequential damages, including damages for loss of data, reputation, goodwill, and opportunity, loss of or claim for, revenue, profits, actual or potential business opportunities or anticipated savings or profit; and (ii) all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms. (c) Pursuant to s64A of Schedule 2 of the Australian Consumer Law, this clause 10(c) applies concerning services that are not of a kind ordinarily acquired for personal, domestic, or household use or consumption. Our liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by s51 to s53 of the Australian Consumer Law) is limited at our option to: (i) the re-supply of the services or products; or (ii) the payment of the direct cost of having the services or products resupplied.

11.Indemnification

(a) You consent to indemnify us for all damages, losses, liabilities, claims, and costs (including reasonable attorney fees) that we may incur arising from or in connection with your use of the Platform and Platform Content, any User Content, your violation of the Terms, or any third-party rights. (b) We retain the right to take exclusive control of any matter for which you are obligated to indemnify us, and you agree to provide cooperation at your expense for the purposes of defending and handling all such claims as we reasonably request.

12. Resolution of Disputes

(a) A party is not to initiate legal proceedings pertaining to this Agreement unless that party has complied with this clause 12. This clause does not apply where a party seeks urgent interlocutory relief from a court. (b) If a dispute emerges between the parties out of or relating to this Agreement: (i) the party alleging the dispute must notify the other party about the existence and nature of the dispute within 10 days of its occurrence (Dispute Notice); (ii) upon receiving a Dispute Notice, the parties must engage in good faith negotiations and use best efforts to resolve the dispute within 5 days; (iii) if the dispute is not resolved within 5 days of receiving the Dispute Notice as provided in paragraph (ii), then either party may refer the dispute to mediation as provided in paragraph (iv) and must do so before initiating court proceedings to resolve the dispute; (iv) any dispute referred to mediation must be referred to the Resolution Institute and conducted according to the Mediation Rules of the Resolution Institution, or the parties may mutually agree to appoint a mediator; and (v) if the dispute is not resolved within 30 days of referral to mediation, any party is free to initiate court proceedings regarding the dispute.

13.Termination

(a) If you are a single-use user, this Agreement will terminate upon the delivery of the Health Practitioner’s services to the User via the Platform. (b) We may suspend your Account or your access to or use of the Platform or any portion of the Platform and/or terminate this Agreement immediately by notifying you by email if we believe that you have violated the terms of this Agreement or for any other reason at our sole discretion, subject to clause 13(c) below. We may disable your access to your Account and personalized member link immediately upon notifying you if we believe your conduct is likely to interfere with the Platform or any third-party rights. Otherwise, the termination will take effect at the end of the month during which the notice is given to you. (c) Users are still obligated to complete any outstanding payment for any Fee or other amounts under this Agreement that arose before the termination date of the Agreement. (d) We retain the right to discontinue operating the Platform, or any part of the Platform, without notice and for any reason. (e) On expiration or termination of this Agreement or if clause (e) applies: (i) access to your Account or personalized link will expire or cease; and (ii) we will not be held liable for any costs, losses, or damages arising from the termination of your access to the Platform. (f) We bear no liability for any costs, losses, or damages of any kind that may arise as a result of terminating your access to the Platform.

14.Privacy

We will gather, use, and disclose any personal information you provide us while accessing or using the Platform in accordance with our Privacy Policy. Please view our Privacy Policy for more information on our practices regarding the collection and handling of information.

15.Miscellaneous

15.1 Modification We retain the right to alter, amend, or otherwise modify these Terms at any time. We will post the revised Terms on the Platform and on our website, and they will take effect immediately. Your continued use of the Platform following the posting of the revised Terms signifies your acceptance of the new Terms. 15.2 Non-Waiver A waiver of rights under this Agreement shall not constitute a waiver of the same or any other right under this Agreement in the future. Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. 15.3 Severability If any provision of these Terms is found to be unenforceable or invalid, it will be ineffective only to the extent of its unenforceability or invalidity, without affecting the enforceability or validity of the remaining provisions. 15.4 Governing Law and Jurisdiction The laws in force in Victoria govern this Agreement, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria. 15.5 Contacting Us Your feedback matters to us and our community. We invite and encourage you to provide feedback, reviews, comments, and suggestions for improvements to the Platform (Feedback). You may submit Feedback by contacting us at info@midoc.com.au.

Affiliate marketing terms

This document serves as a contract between you (referred to as the "Affiliate") and us (referred to as "MIDOC Online Health Services"). It outlines the nature of our collaboration and various aspects of our business relationship.

The terms and conditions presented in the Affiliate Program Agreement are specific to your involvement in our Affiliate Program (referred to as the "Affiliate Program"). It is crucial to note that your participation in our Affiliate Program is contingent upon your acceptance of these terms.

Please be aware that we periodically update these terms. In certain instances, we may even opt to replace the entire set of terms, especially if there are changes to the Affiliate Program, its conclusion, or its integration into an existing program, including our partner programs. If we make any updates or replacements to these terms, we will notify you through electronic means, which may include in-app notifications or email communication. If you disagree with the updated or replaced terms, you have the option to terminate your participation, as explained below.

Definitions:

• "MIDOC Online Health Services Affiliate" refers to a company owned, operated, or controlled by MIDOC Online Health Services.

• "Affiliate Program" denotes our affiliate program, as elucidated in this Agreement.

• "Affiliate Lead" signifies a potential customer who clicks on the Affiliate Link provided to you via the Affiliate Tool.

• "Affiliate Link" represents the unique tracking link that you place on your website or promote through other channels.

• "Affiliate Policies" encompass the guidelines applicable to affiliates, which may be periodically provided to you.

• "Affiliate Tool" refers to the tool offered to you upon your acceptance into the Affiliate Program, facilitating your participation.

• "Agreement" includes this Affiliate Program Agreement and all materials referred to or linked within it.

• "Commission" indicates a specific amount detailed in the Affiliate Tool (or, when applicable, in the Program Policies) for each Customer Transaction.

• "Customer" denotes the authorized end user of MIDOC Online Health Services Products who has made a purchase or the services after initially being an Affiliate Lead.

• "Customer Transactions" cover transactions by Affiliate Leads that qualify for Commission in accordance with the 'Customer Transactions' section of this Agreement. Such transactions may involve customer purchases or customer sign-ups, as further described in the Affiliate Tool.

• "Customer Data" encompasses all information provided by the Customer or collected via MIDOC Online Health Services Products, as well as all materials submitted or posted by the Customer for public display through the MIDOC Online Health Services Products.

• "MIDOC Online Health Services Content" includes all content, including information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into our services.

• "MIDOC Online Health Services Products" refers to both the affiliate Service and Other Services and products.

• "Other Products" encompasses products and services offered by us that are not part of the affiliate Service. This category includes all our marketing software, legacy sales and marketing products, along with any implementation, customization, training, consulting, additional support, or other professional services, along with fees for third-party products or services.

• "Services" signifies our web-based sales software, subscribed to and developed, operated, and maintained by us. It is accessible via midoc.com.au or another designated URL and includes add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not encompass our legacy sales products, any implementation, customization, training, consulting, additional support, or other professional services, or fees for third-party products or services.

• "We," "us," "our," and "MIDOC Online Health Services" refer to MIDOC Online Health Services and all its associated entities.

• "You" and "Affiliate" denote the party, excluding MIDOC Online Health Services, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity: This Agreement does not establish an exclusive arrangement between you and us. Both parties retain the right to recommend similar products and services from third parties and collaborate with other entities in the context of designing, selling, installing, implementing, and using similar services and products from third parties.

Affiliate Acceptance: Upon submission of your application to join the Affiliate Program, we will review it and subsequently notify you of your acceptance or rejection. Before granting acceptance, we may seek further information from you and engage in a discussion for clarification. There might be certain prerequisites or certifications that we require you to fulfill before accepting your application. If we do not communicate your acceptance into the Affiliate Program within thirty (30) days from the date of your application, your application will be considered as rejected.

If your application is approved, the terms and conditions outlined in this Agreement will be in full effect until terminated, as specified below. It is essential to note that being accepted into the Affiliate Program does not automatically grant you access to any of our MIDOC Online Health Services Partner Programs. To participate in these programs, you must adhere to the relevant application procedure.

Throughout your participation in the Affiliate Program, you are obligated to comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

Customer Transactions

1. Affiliate Program Limits: Each approved Affiliate Lead will have an expiration date determined by the information provided in the Affiliate Tool (or, if applicable, in the Program Policies) from the date when the Affiliate Lead clicked on your provided Affiliate Link. We will compensate you with Commission, as outlined in the Affiliate Tool (or, if applicable, in the Program Policies), for each new Customer who completes a successful relevant Customer Transaction (payment) after clicking on an Affiliate Lead provided by you. This compensation is subject to your ongoing eligibility as per the terms of this Agreement. The commencement of the Customer's purchase is determined by the date of the initial purchase or sign-up by the Customer. You will receive a Commission payment for that specific Customer Transaction, and a reduced commission (50% less) for any subsequent purchases made by the same customer using your unique link. For instance, if the initial Customer Transaction is for one medical certificate user, and the same customer makes a subsequent purchase for another medical certificate, you will receive a Commission for the initial user purchase.

2. Eligibility: To qualify for Commission, (i) an Affiliate Lead must be accepted and deemed valid in accordance with the 'Acceptance and Validity' section, (ii) a Customer Transaction must occur, and (iii) the Customer must remain a customer during the locking period specified in the Affiliate Tool (or, if applicable, in the Program Policies). You are not entitled to receive Commission or any other compensation from us based on transactions for Other Products if: (i) such compensation is prohibited or restricted by federal, state, or local laws or regulations in Australia or your jurisdiction; (ii) the relevant Customer objects to or excludes such compensation from its payments to us or MIDOC Online Health Services Affiliates; (iii) the Customer directly pays or will pay such commissions, referral fees, or other compensation to you; (iv) the Commission payment is obtained through fraudulent means, misuse of the Affiliate Link, violation of any Affiliate Program Policies provided by us, misuse of the Affiliate Tool, or by any other means that contravene the spirit of the Affiliate Program; or (v) the Customer participates in any of our partner programs, including our Agency Partner Program, Sales Referral Partner Program, or Sales Solutions Partner Program and qualifies for commission related to the Customer Transaction under any of these programs. If you are eligible for a revenue share payment or commission under another Program at MIDOC Online Health Services at any point, that payment amount will remain unchanged based on your participation in the Affiliate Program. For example, you cannot receive the Commission specified in this Agreement for any Partner Transaction completed while participating as a partner in another program. In competitive situations with other affiliates, we may choose to award Commission to the affiliate we consider most eligible, at our discretion. We reserve the right to cease Commission payments if any of the eligibility criteria outlined in this subsection cease to be met at any time.

3. Acceptance and Validity: You will be eligible for Commission payment only for Customer Transactions resulting from Affiliate Leads generated through the Affiliate Link provided to you and accepted by MIDOC Online Health Services. An Affiliate Lead will be deemed valid and accepted if, in our reasonable judgment: (i) it represents a new potential customer for us, and (ii) it is not, at the time of submission or within sixty (60) days prior, an existing customer of ours or involved in our ongoing sales process. However, we may choose not to accept an Affiliate Lead at our discretion. An Affiliate Lead will not be considered valid if their first click on the Affiliate Link occurs after the expiration or termination of this Agreement. Regarding engagement with prospects, once we receive the Affiliate Lead information, we may decide to interact directly with the prospect, irrespective of the validity of the Affiliate Lead. We may also choose to retain such Affiliate Lead in our database and engage with them, as per MIDOC Online Health Services's discretion.

4. Commission and Payment: To be eligible for payment under this Agreement, you must have: (i) consented to the terms of this Agreement (typically done through the Affiliate Tool); (ii) completed all necessary steps to create your account in the Affiliate Tool following our instructions; (iii) maintained a valid and up-to-date payment method in the Affiliate Tool associated with your account; and (iv) submitted any required tax documentation for the Affiliate Tool to process any owed payments to you.

5. Requirements for Payment; Forfeiture: Despite the foregoing or any contrary provision in this Agreement, if any of the requirements outlined in section 4(a)(i-iv) remain unfulfilled for six (6) months after the conclusion of a Customer Transaction, your entitlement to receive Commission stemming from any Customer Transactions involving the associated Customer will be permanently forfeited (each termed a “Forfeited Transaction”). We are not obligated to pay you Commission for a Forfeited Transaction. Once you satisfy all the requirements specified in section 5(a)(i-iv), you will regain eligibility to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer linked to a Forfeited Transaction.

6. Commission Payment: The currency in which we pay the Commission AUD and the applicable conversion rate will be determined by us or the Affiliate Tool. We will not issue more than one Commission payment or similar referral fee for a single Customer Transaction unless we opt to do so at our discretion. Taxes: You are responsible for paying all applicable taxes and fees, including bank fees, related to the Commission. We reserve the right to offset any amounts owed by you to us against any amounts payable by us to you. Commission Amounts: We retain the right to modify or amend the Commission amount as per the Affiliate Tool.

Training and Support: We may offer various webinars and resources as part of our Affiliate Program, without any charge to you. If such resources are made available, you are encouraged to have your sales representatives and relevant personnel participate in training and certifications as recommended and provided by us from time to time. We reserve the right to alter or discontinue any or all aspects of the Affiliate Program's benefits or offerings without prior notice.

Trademarks: You grant us a nonexclusive, nontransferable, royalty-free license to use and display your trademarks, service marks, and logos ("Affiliate Marks") in connection with the Affiliate Program and this Agreement.

During the duration of this Agreement, if we make our trademark available to you through the Affiliate Tool, you are permitted to utilize our trademark, provided you adhere to the usage guidelines outlined in this section. Your obligations are as follows: (i) Utilize only the trademark images provided by us without making any alterations; (ii) Employ our trademarks solely in connection with the Affiliate Program and in accordance with this Agreement; (iii) Comply with our gpaffpro marketing tools and Trademark Usage Guidelines; and (iv) Cease usage promptly if we request discontinuation. You are prohibited from: (i) Employing our trademark in a deceptive or disparaging manner; (ii) Utilizing our trademark in a manner that suggests endorsement, sponsorship, or approval of your products or services by us; or (iii) Using our trademark in violation of applicable laws or in association with obscene, indecent, or unlawful content or subjects.

Proprietary Rights

1. MIDOC Online Health Services’s Proprietary Rights: This Agreement does not grant you any license to use any software. The MIDOC Online Health Services Products are safeguarded by intellectual property laws and are the property of us or our licensors (if any). All ownership rights in the MIDOC Online Health Services Products are retained by us. You agree not to copy, lease, sell, distribute, or create derivative works based on the MIDOC Online Health Services Content or the MIDOC Online Health Services Products, in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to utilize MIDOC Online Health Services Content, you must comply with our Content Usage terms. MIDOC Online Health Services, the Md icon, the MIDOC Online Health Services logos, and other marks used by us from time to time are our trademarks, and you may not use them without our prior written consent, except as otherwise specified in this Agreement.

We encourage all customers, affiliates, and partners to provide feedback on the MIDOC Online Health Services Products, suggest improvements, and vote on preferred suggestions. You acknowledge that all such comments and suggestions are non-confidential, and we own all rights to utilize and incorporate them into the MIDOC Online Health Services Products, without any payment to you.

2. Customer’s Proprietary Rights: Between you and the Customer, the Customer retains the right to access and use the Customer portal associated with the MIDOC Online Health Services Products. For clarity, the Customer will own and retain all rights to the Customer Data.

Confidentiality

As used in this Agreement, "Confidential Information" refers to all confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is marked as confidential or, with respect to MIDOC Online Health Services, includes customer and prospect information, whether or not marked as confidential. Confidential Information does not encompass information that (i) becomes publicly known without any breach of an obligation owed to the Disclosing Party or (ii) was already known to the Receiving Party prior to its disclosure by the Disclosing Party without any breach of an obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care it employs for its own confidential information, but in no event less than reasonable care; (ii) use the Confidential Information solely for the purposes outlined in this Agreement; (iii) refrain from disclosing the Confidential Information to any third party; and (iv) restrict access to the Confidential Information to its employees, contractors, and agents. The Receiving Party may disclose the Disclosing Party's Confidential Information if required by any applicable federal, state, or local law, statute, rule, regulation, subpoena, or legal process.

Opt Out and Unsubscribing

You are obligated to promptly adhere to all opt-out, unsubscribe, "do not call," and "do not send" requests. Throughout the term of this Agreement, you are required to establish and maintain systems and procedures suitable for facilitating all opt-out, unsubscribe, "do not call," and "do not send" requests.

Term and Termination

1. Term: This Agreement remains in effect as long as you participate in the Affiliate Program, unless terminated.

2. Termination Without Cause: Either party may terminate this Agreement upon providing written notice of fifteen (15) hours to the other party.

3. Termination for Agreement Changes: In the event that we revise or replace the terms of this Agreement, you have the option to terminate this Agreement by providing written notice within five (5) days of receiving notice of the change, as long as your notice is submitted within ten (10) days of our notice to you.

4. Termination for Cause: We reserve the right to terminate this Agreement under the following circumstances: (i) following one (1) day's notice to you in the event of a material breach that remains unremedied at the end of that period; (ii) following one (1) day's notice to you for non-payment of any amount owed to us that remains unpaid at the end of that period; (iii) immediately upon your initiation of bankruptcy proceedings or any other insolvency-related proceedings; (iv) immediately in the event of your breach of the terms applicable to your subscription with us, including payment default to us or our affiliate; or (v) immediately if we determine that your actions have or may negatively impact us, our prospects, or our customers, as well as for any other reason at any time.

5. Effects of Expiration/Termination: The expiration or termination of this Agreement, whether (i) without cause by us, (ii) for cause by you, or (iii) as specified in the 'Termination for Agreement Changes' section, shall not affect our obligation to pay you Commission as long as we recognize the related payment from the Customer Transaction within three (3) days following the termination or expiration date. In no event will you be entitled to Commission any ongoing payments under this Agreement for Customer Transactions recognized by us after three (3) days from the termination or expiration date. However, in the case of termination without cause by you or for cause by us, our obligation to pay and your right to receive any Commission will terminate on the date of such termination, regardless of your prior eligibility to receive Commission. Following termination or expiration, you must cease all use of and delete the Affiliate Tool provided to you for participation in the Affiliate Program. An Affiliate Lead will not be considered valid after termination or expiration, and we may choose to retain it in our database and engage with the prospect as we see fit.

Upon termination or expiration, you must immediately discontinue all use of our trademark and remove all references to this Affiliate Program from your website(s) and other materials. To clarify, the termination or expiration of this Agreement does not result in the termination

3. Force Majeure: Neither party will be held responsible for a failure or delay in performance due to circumstances beyond their control, such as acts of war, sabotage, natural disasters, internet or telecommunication outages not caused by the party, government restrictions, or other events considered beyond reasonable control. Both parties will make reasonable efforts to mitigate the impact of a force majeure event.

4. Actions Permitted: With the exception of actions related to nonpayment or the infringement of proprietary rights, no action arising from or related to this Agreement may be initiated by either party more than one (1) year after the cause of action has arisen.

5. Relationship of the Parties: Both parties acknowledge that this Agreement does not create a joint venture, partnership, employment, or agency relationship between them.

6. Compliance with Applicable Laws: You are obligated to comply, as are any third parties acting on your behalf in sales or referral activities, with all relevant foreign and domestic laws, including export laws and regulations and laws governing unsolicited email. You shall refrain from engaging in deceptive, misleading, illegal, or unethical marketing activities that may be detrimental to us, our customers, or the public. Export laws and regulations may apply to the MIDOC Online Health Services Products, and you may not export, re-export, or transfer them to prohibited countries or individuals.

7. Severability: If any part of this Agreement is deemed invalid or unenforceable by applicable law, that part will be replaced with a valid, enforceable provision that best reflects the original provision's intent, and the rest of the Agreement will remain in effect.

8. Notices: Notices will be sent to the contact address provided in this Agreement, and they will be considered delivered upon actual receipt. Electronic notices specific to you may be sent via email to your email address on record in our account information for you. Notice to you may also be given via telephone calls to the phone numbers on record in our account information for you.

9. Entire Agreement: This Agreement constitutes the entire agreement between the parties for the Affiliate Program and supersedes all prior proposals and agreements, whether electronic, oral, or written. Any additional or different terms proposed by you, including those in your purchase order, acceptance, or website, are rejected. Our obligations are not contingent on the delivery of future functionality or features of the MIDOC Online Health Services Products or any oral or written public comments we make about such functionality or features. This Agreement and related documents will be drafted in English, and if translated versions are provided, the English version will govern the relationship, while the translations are for convenience only.

10. Assignment: You may not assign or transfer this Agreement without our prior written consent, except in cases of merger, reorganization, sale of assets, change of control, or operation of law. We may assign this Agreement to an affiliate or in the event of merger, reorganization, sale of assets, change of control, or operation of law.

11. No Third Party Beneficiaries: This Agreement is not intended to confer any rights, benefits, or remedies upon any person or entity other than the parties involved.

12. Program Policies Page: The Program Policies may be updated periodically, and your participation in the Affiliate Program is subject to these policies, which are incorporated by reference into this Agreement.

13. No Licenses: This Agreement grants you only the rights and licenses explicitly stated herein, and you have no other rights or licenses concerning us, the MIDOC Online Health Services Products, our trademarks, or any other property or right owned by us.

14. Sales by MIDOC Online Health Services: This Agreement does not restrict our right to directly or indirectly sell the MIDOC Online Health Services Products to any current or potential customers.

15. Authority: Each party represents and warrants that it possesses the full power and authority to enter into this Agreement, and that it is legally binding and enforceable.

16. Survival: Certain sections of this Agreement, including 'Commission and Payment,' 'Proprietary Rights,' 'Confidentiality,' 'Effects of Termination/Expiration,' 'Indemnification,' 'Disclaimers; Limitation of Liability,' 'Non-Solicitation,' and 'General,' will survive the expiration or termination of this Agreement.

17. Data Processing and Protection: Both parties acknowledge that, in connection with the Affiliate Program, they may provide or make available Personal Data to each other. Each party will process this Personal Data in accordance with the MIDOC Online Health Services Business Partner DPA, as independent controllers, for the purposes specified in this Agreement, and as allowed by Applicable Data Protection Law. MIDOC Online Health Services will act as an independent controller for any Personal Data it receives or shares with the Affiliate.