(a) The Agreement is between Pegasus AI Pty Ltd (ABN 79 679 731 536) trading as Pegasus AI (Pegasus AI) and the individual or entity (You or Your) that has clicked on the “I agree” button (or similar button or checkbox)(I Agree) that is presented to You prior to accessing the Service. The Agreement sets out the terms and conditions under which Pegasus AI will provide the Service to You. You agree to the terms of the Agreement when You click I Agree.
(b) If you are an individual entering into the Agreement on behalf of your employer or another legal entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such other legal entity to the Agreement; (ii) you have read and understood the Agreement; and (iii) you agree to the Agreement on behalf of the employer or legal entity that you represent. If the foregoing sentence is applicable, any references to “You” in the Agreement shall refer to the employer or legal entity that you act on behalf of. If you do not have the legal authority to bind your employer or the applicable legal entity, please do not click I Agree.
(c) Pegasus AI is designed to be used by healthcare professionals. By entering into the Agreement, You represent and warrant that You are a healthcare professional and are over the age of 18. If You are not a healthcare professional and are not over the age of 18, You must not enter into the Agreement nor use the Service.
(d) Capitalised terms used in this Terms of Use are defined the first time they are used or otherwise have the meanings given at clause 24.
The Agreement comprises:
(a) the terms specified in the Order described at clause 3; and
(b) this Terms of Use (including the Acceptable Use Policy).
(a) To use the Service, You must complete and submit an order (Order) via Pegasus AI’s online order webpage which contains certain terms of your Order for the Service including:
(i) Your name, contact details and billing information;
(ii) the applicable subscription plan (Plan) including;
(A) the Initial Term;
(B) the Fees payable;
(C) the applicable recurring billing period (monthly or annually);
(D) available software features, User limits, usage limitations and other restrictions; and
(iii) any other relevant terms.
(a) The Agreement commences on the Commencement Date and shall continue for the period specified in the Order (Initial Term) unless terminated earlier in accordance with the terms of the Agreement.
(b) Unless otherwise set out in the Order, the Initial Term will automatically renew for additional and consecutive periods equal to the Initial Term (each, a Renewal Term) unless a Party notifies the other Party of its intent to cancel the renewal as follows:
(i) if the Current Term is for an annual period, at least 30 days prior to expiry of the Current Term; or
(ii) if the Current Term is for a one-month period, any time prior to expiry of the Current Term.
(c) A Party cancelling a renewal pursuant to clause 4(b) must notify the other Party using the following applicable method:
(i) where You wish to cancel, via the Website; or
(ii) where Pegasus AI wishes to cancel, by way of written notice to You.
(a) If the Order specifies that You have subscribed for a ‘free trial’ (or similar), You may use the Service for the trial period specified (Trial Period) free of charge in accordance with any feature restrictions, User limits, usage limitations or other restrictions specified in the Order, but otherwise in accordance with the terms of the Agreement.
(b) At the end of the Trial Period, the Order will automatically change to include a monthly paid Plan and Pegasus AI will immediately charge You the applicable Fees for the next billing period to your nominated Card unless you cancel your Order via the Website prior to the expiry of the Trial Period .
(a) Subject to Your compliance with all Your obligations under the Agreement, Pegasus AI grants You a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term within the borders of Australia solely for Your internal business operations and subject to any software feature, User, usage or functionality restrictions specified in the Order (Licence).
(b) You may permit Users to access and use the Service subject to the terms of the Licence.
At any time during the Term Pegasus AI may, at its absolute discretion, update, upgrade, change or modify the functions or features of the Service (Update). Any Update to the Service will not materially reduce the level of performance, security or availability of the Service during the Term. The terms of the Agreement shall continue to apply to any Update made to the Service.
(a) The Service may enable You to link to, integrate with, transfer Customer Data to, or otherwise access, Third Party Applications.
(b) Your access to, or use of, any Third Party Applications is subject to a separate agreement between You and the provider of those Third Party Applications.
(c) You acknowledges that Pegasus AI does not provide nor control Third Party Applications and is not responsible nor liable for any aspect of Third Party Applications that You may procure, access, use or connect to through the Service.
(d) Pegasus AI may, at its absolute discretion, change, or remove access to, any Third Party Applications. Any such change, or removal of access to, Third Party Applications does not affect Your obligations under the Agreement.
(a) The Service provides you with access to features or functionality that are powered by third party artificial intelligence systems including the audio recording transcription and summary functionality (AI Features).
(b) You are responsible for any audio recordings You take using the Service (Input) as well as the resulting information, material or documentation that is generated by the AI Features (Output). Input and Output are treated as Customer Data under the Agreement. You are responsible for ensuring that all Input and Output complies with the Agreement and the Acceptable Use Policy.
(c) You may use the Output for any legally permitted purpose, provided that you comply with the Agreement and accept that any such use is at Your own risk.
(d) You acknowledge and agree that:
(i) the Output is generated by artificial intelligence systems and that Pegasus AI has not verified the accuracy of the Output; Pegasus AI
(ii) the Output is in draft form only and You are responsible for ensuring its accuracy, completeness and reliability before relying upon it or providing it to other users or any third parties; and
(iii) any Input you provide, including any Personal Information, health information or commercially sensitive data that you choose to include within that Input, will be disclosed to Pegasus AI’s third party artificial intelligence providers so that Pegasus AI can provide the Service to You. Such third party artificial intelligence providers will not use the Input for any other purpose.
(e) Subject to clause 9.3, to the maximum extent permitted by law, Pegasus AI makes no warranty or guarantee as to the accuracy, completeness, reliability or suitability of the Output.
(a) You must:
(i) co-operate with Pegasus AI in relation to the provision of the Service; and
(ii) provide Pegasus AI in a timely manner with all information reasonably requested by Pegasus AI to enable it to provide the Service. You must take all reasonable steps to ensure that any information provided in accordance with the foregoing sentence is accurate.
(b) Pegasus AI will not be responsible for any delay or deficiency in providing the Service if such delay or deficiency results from Your failure to comply with clause 7.1(a).
(a) You must comply, and must procure that all Users comply, with Pegasus AI’s Acceptable Use Policy (Acceptable Use Policy).
(b) Pegasus AI may investigate any suspected violation of the Acceptable Use Policy. You must co-operate with any such investigation including by provide Pegasus AI in a timely manner with all information reasonably requested by Pegasus AI to enable it conduct the investigation.
(c) In addition to any other rights that Pegasus AI has under the Agreement or at law, Pegasus AI has the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing, disabling access to, or modify any material that violates the Acceptable Use Policy. Pegasus AI may report any activity that it suspects violates any Law to appropriate law enforcement officials, regulators, or other appropriate third parties.
(a) You must procure that all Users comply with the terms of the Agreement. Any breach of the terms of the Agreement by a User (whether or not authorised by You) is deemed to be a breach of the Agreement by You.
(b) You are responsible for:
(i) identifying all Users and any subset of Users to be designated as administrators, who may create, approve and revoke access for other Users;
(ii) controlling against unauthorised access to the Service by all Users;
(iii) maintaining the confidentiality of all Users’ names, passwords and account information that are created using the Service (Credentials); and
(iv) all activities that occur using Your or Users’ usernames, passwords or accounts and otherwise as a result of Your or Users’ access to the Service, whether or not authorised by You.
(c) You must immediately notify Pegasus AI of:
(i) any unauthorized access to, or use of, the Service using Credentials; and
(ii) any loss, theft or unauthorized use of any Credentials.
(a) You must pay the fees the Service as specified in the Plan (Fees).
(b) All Fees must be paid by You:
(i) in advance in accordance with the recurring billing period (monthly or annually) specified in the Plan; and
(ii) by way of credit or debit card (Card) which will be debited immediately at the beginning of each recurring billing period specified in the Plan.
(c) You:
(i) authorise Pegasus AI to arrange for the Fees to be debited from the Card using a third-party provider (Processor) which stores Your Card information and processes payment. You must provide all Card information directly to the Processor; and
(ii) must ensure that there are sufficient clear funds available on the Card to allow for the Fees to be debited in accordance with this clause 8 and the Order.
(a) Subject to clause 8.2(b), You may change the Plan as follows:
(i) if the Plan specifies a recurring monthly billing period, then You may change the selected Plan provided that any such change will become effective at the commencement of the next Renewal Term; or
(ii) if the Plan specifies a recurring annual billing period, then You may change the selected Plan provided that:
(A) any change that results in a decrease of the Fees will only become effective at the beginning of the next Renewal Term. You may not downgrade the Plan during a billing period; and
(B) any change to a Plan that results in an increase of the Fees (Upgraded Plan) will become effective upon Your payment to Pegasus AI of the difference between the Fees for the existing Plan and the fees payable for the Upgraded Plan on a pro-rata basis for the remainder of the existing Current Term. Thereafter, You must pay the fees applicable to the Upgraded Plan in accordance with clause 8.1.
(b) Changes to the Plan must be made via the Website or as otherwise directed by Pegasus AI.
(a) Pegasus AI may, from time to time, change the Fees payable (Fee Change) by You as follows:
(i) if the Plan includes a recurring monthly billing period, upon the provision of at least 90 days’ notice to You;
(ii) if the Plan include a recurring annual billing period, upon the provision of at least 90 days’ notice prior to the expiry of the Current Term.
(b) The Fee Change will become effective at the beginning of the next Renewal Term immediately following expiration of the applicable 90-day notice period specified at clause 8.3(a).
Unless otherwise stated, all Fees are inclusive of GST. A Party must pay GST on a Taxable Supply made to it under the Agreement, in addition to any consideration (excluding GST) that is payable for that Taxable Supply. It must do so at the same time and in the same way as it is required to pay the consideration for the Taxable Supply. A Party making a Taxable Supply to another Party under the Agreement must issue a Tax Invoice to the other Party, setting out the amount of the GST payable by that other party. For the purposes of the Agreement, “GST”, “Taxable Supply” and “Tax Invoice” shall have the meaning attributed to those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Each Party represents and warrants to the other that:
(a) it has full authority to enter into the Agreement; and
(b) it has, and will maintain throughout the Term, all necessary powers, authority and consents to fully perform its obligations and duties under the Agreement.
Subject to clause 9.3, to the maximum extent permitted by law, Pegasus AI does not make any warranties for the Service. For the avoidance of doubt, Pegasus AI:
(a) disclaims all implied warranties, including any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose;
(b) provides the Service on an "as is" and "as available" basis; and
(c) does not warrant that:
(i) the Service will be performed error-free or uninterrupted;
(ii) the Service will be compatible with any hardware or software;
(iii) Pegasus AI will correct all or any errors; or
(iv) the Service will meet Your requirements or expectations.
(a) Nothing in the Agreement is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law, or the exercise of a right conferred by such a provision, or any liability of Pegasus AI in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law to a supply of goods or services. For the purposes of this clause 9.3, “goods” and “services” have the meanings given under the Australian Consumer Law.
(b) If Pegasus AI is liable to You in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 the Australian Consumer Law that cannot be excluded, Pegasus AI’s total liability to You for that failure is limited to, at Pegasus AI’s option:
(i) in the case of services, the resupply of the services or the payment of the cost of resupply; and
(ii) in the case of goods, the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired.
(a) Subject to clause 10(b), a Party receiving Confidential Information (Recipient) from the other Party (Discloser):
(i) must keep the Confidential Information of the Discloser secret, and not disclose or permit its disclosure to any person, except to:
(A) its employees, officers and agents who require access to it for the purposes of the Agreement; or
(B) to its professional advisers, provided they are informed of and comply with the same obligations of confidentiality regarding that Confidential Information as specified under this clause 10(a);
(ii) must only use the Confidential Information of the Discloser for the purposes of the Agreement; and
(iii) agrees that it is responsible for any misuse by its employees, officers, agents or professional advisers of the Discloser’s Confidential Information.
(b) Notwithstanding clause 10(a), a Recipient may disclose Confidential Information of the Discloser:
(i) if a disclosure is required by Law, but the Recipient intending to make the disclosure must first notify the Discloser and the Discloser may take action to object to that disclosure; or
(ii) to the extent such disclosure is authorised by the Agreement or is necessary for each Party to exercise and perform its respective rights and obligations under the Agreement.
(c) All Confidential Information disclosed by a Discloser remains the property of the Discloser.
(a) Each Party must comply with its respective obligations under the Privacy Act 1988 (Cth)(Privacy Act) including the Australian Privacy Principles (APP) in connection with the Agreement.
(b) Pegasus AI handles Personal Information in accordance with its Privacy Policy available at https://www.percihealth.ai/privacy. The Privacy Policy is subject to change at Pegasus AI’s discretion and any such change will become effective on the date that it is posted on Pegasus AI’s website.
(c) If Pegasus AI collects, holds, uses or discloses Personal Information in the course of, or relating to, the Agreement, Pegasus AI must:
(i) not use or disclose (unless required by Law) any such Personal Information other than for the purpose of Pegasus AI performing its obligations or exercising its rights under the Agreement; and
(ii) take reasonable steps to protect all such Personal Information in its possession or control against:
(A) misuse, interference and loss; and
(B) unauthorised access, modification or disclosure.
(d) You must provide Sensitive Information to Pegasus AI only to extent that is necessary for Pegasus AI to perform its obligations under the Agreement. You must not collect any Sensitive Information using the Service unless you have complied with clauses 11(e) and 11(f).
(e) You must:
(i) make all necessary notifications required by APP 5 , on Your own behalf and on behalf of Pegasus AI to; and
(ii) in relation to Sensitive Information, obtain all necessary consents required by APP 3.3(a) on Your own behalf and on behalf of Pegasus AI from,
the individuals whose Personal Information You disclose to Pegasus AI in the course of the Agreement to enable Pegasus AI to lawfully collect, use and disclose such Personal Information in order to perform its obligations and exercise its rights in accordance with the Agreement.
(f) All consents obtained by You pursuant to clause 11(e)(ii):
(i) must be express and not implied;
(ii) must be from an individual who is adequately informed by You about how their Personal Information will be handled;
(iii) must be from an individual who has the capacity to understand and communicate their consent; and
(iv) must be obtained voluntarily and prior to collection of their Personal Information;
(v) must be current and specific.
(g) You acknowledge that Pegasus AI is reliant on You for direction as to the extent to which Pegasus AI is entitled to use Personal Information disclosed to it in the course of, and for the purpose of, the Agreement.
(h) For the avoidance of doubt, Your obligations under this clause 11 apply (but are not limited) to all Inputs which record Personal Information and all resultant Outputs.
(a) You must comply with all Health Privacy Laws that apply in connection with, or as a result of, Your use of the Service.
(b) You are solely responsible for Your compliance with any Health Information retention obligations required under any applicable Health Privacy Laws. Pegasus AI is not a data storage provider and You must prepare and maintain backups of all Health Information residing in the Service necessary to meet Your foregoing legal obligations.
(c) If You collect Health Information about individuals in Victoria, You must ensure that the transfer of such Health Information to New South Wales (where Customer Data is stored by Pegasus AI) is lawfully permitted by the applicable Health Privacy Law (such as by procuring the individual’s consent to such transfer).
(a) You must comply with the TIA Act and all Audio Recording Device Laws to the extent that the they are applicable to Your use of the Service.
(b) You must not audio record any conversation or communication with any other individual using the Service unless you have first complied with clauses 12.2(c).
(c) Prior to audio recording any:
(i) in-person conversation; or
(ii) conversation or communication passing over a telecommunications system,
with any other individual using the Service, You must:
(iii) notify all other individuals that the conversation or communication will be recorded using the Service; and
(iv) on Your own behalf, and on behalf of Pegasus AI, obtain express consent from all individuals to record the conversation or communication.
(a) You grant to Pegasus AI (and its third-party service providers) a non-exclusive right to use, modify, develop, process, publish, disclose and transmit Customer Data as is necessary for Pegasus AI to provide the Service in accordance with the Agreement.
(b) You acknowledge that the Service relies on systems, networks and facilities supplied by third-parties, and that Pegasus AI may supply Customer Data to its third-party service providers to the extent necessary to enable Pegasus AI to provide the Service.
(a) Pegasus AI must digitally store all Customer Data in third-party data storage centres based in Australia.
(b) Pegasus AI must maintain commercially reasonable administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of the Customer Data while it resides in the Service.
You acknowledge that when You enable or use Third Party Applications in conjunction with the Service, Pegasus AI may allow the providers of those Third Party Applications to access Customer Data as required for the interoperation of such Third Party Applications with the Service. Pegasus AI will not be responsible for any use, disclosure, modification or deletion of Customer Data resulting from any such access by providers of Third Party Application.
Pegasus AI may make available Third Party Applications that provide payment gateway or payment processing services to You (Payment Providers). You and Users must only input, transmit or upload credit or payment card information via the Third Party Applications provided by Payment Providers. You and Users must not input, transmit or upload any credit or payment card information directly into the Service.
(a) You are solely responsible for preparing and maintaining backups of all Customer Data. Pegasus AI is under no obligation to backup or recover any Customer Data.
(b) Except as may be required by law, Pegasus AI will delete or otherwise render unrecoverable all Customer Data that remains in the Service within 30 days of the expiry or termination of the Agreement.
You represent and warrant that the Customer Data:
(a) does not, and will not, infringe upon the Intellectual Property Rights of any third party and that You have otherwise secured all necessary rights in the Customer Data as may be necessary to grant the rights pursuant to the Agreement; and
(b) complies with all applicable Laws.
(a) Pegasus AI and its licensors retain all ownership of, and all Intellectual Property Rights in, the Service.
(b) As between You and Pegasus AI, You and your licensors retain all ownership of, and all Intellectual Property Rights in, the Customer Data .
(a) Notwithstanding anything to the contrary in the Agreement, Pegasus AI may:
(i) compile statistical information related to the performance, operation and use of the Service; and
(ii) use data from the Service in aggregated and anonymised form for security and operations management, to create statistical analyses, and for research and development purposes,
(collectively, Analyses).
(b) Pegasus AI retains all ownership of, and all Intellectual Property Rights in, the Analyses.
You grant to Pegasus AI a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Service (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback provided to Pegasus AI by the You or any User.
Except to the extent caused or contributed to by the negligent act or omission, wilful misconduct or breach of the Agreement by Pegasus AI, You indemnify and holds harmless Pegasus AI and its Related Bodies Corporate (those indemnified) from and against all liabilities, costs, charges, expenses, claims, penalties, legal expenses, losses or damages incurred or sustained by those indemnified, or for which those indemnified may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill) that is caused by, in connection with or as a result of:
(a) Your breach of clause 11 (Privacy), clause 12 (Other Laws) or clause 13.6 (Customer data warranty); or
(b) Your infringement of the Intellectual Property Rights of Pegasus AI or its licensors.
(a) Except for Your obligations pursuant to clauses 17, to the maximum extent permitted by law, in no event will a Party or its Related Bodies Corporate be liable to the other Party for any special, indirect or consequential loss arising under, or in connection with, the Agreement including any:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of production;
(iv) loss of agreements or contracts;
(v) loss of business opportunity;
(vi) loss of anticipated savings;
(vii) loss of or damage to goodwill;
(viii) loss of reputation;
(ix) loss of data; or
(x) loss of use or corruption of software, data or information.
(b) To the maximum extent permitted by law, in no event shall the aggregate liability of Pegasus AI and its Related Bodies Corporate arising under, or in connection with, the Agreement whether in contract, tort, or otherwise exceed the total Fees actually paid by You to Pegasus AI under the Agreement during the twelve (12) month period immediately preceding the event giving rise to such liability.
(a) Pegasus AI may suspend (Suspension) Your and any User’s access to, or use of, the Service if Pegasus AI reasonably believes that:
(i) there is a significant threat to the functionality, security, integrity, or availability of the Service or any content, data, or applications within the Service; or
(ii) there is a breach of the Acceptable Use Policy.
(b) When reasonably practicable and lawfully permitted, Pegasus AI will provide You with advance notice of any Suspension. Pegasus AI will use reasonable efforts to re-establish access to, and use of, the Service but only after Pegasus AI determines that the issue causing the Suspension has been resolved.
(a) Either Party may immediately terminate the Agreement by written notice to the other Party if:
(i) the other Party commits a material breach of the Agreement that is not rectifiable;
(ii) the other Party commits a material breach of the Agreement that is not rectified within 20 days of the breaching Party receiving notice from the non-breaching Party requiring it to rectify the breach; or
(iii) an insolvency event occurs to the other Party.
(b) Pegasus AI may immediately terminate the Agreement by written notice if:
(i) any payment (including any Fees) due from You under the Agreement is not paid;
(ii) You breach clause 13.6 (Customer data warrant), clause 11 (Privacy) or clause 12 (Other Laws);
(iii) You breach the Acceptable Use Policy; or
(iv) You infringe the Intellectual Property Rights of Pegasus AI or its licensors.
(a) Subject to clause 20.2(b), following termination of the Agreement pursuant to clause 20.1:
(i) Pegasus AI immediately ceases to have any further obligations to provide the Service and You (and all Users) must immediately cease all access to, and use of, the Service; and
(ii) Pegasus AI will, within 14 days, refund any Fees prepaid by You for the period following the date of termination.
(b) Any termination of the Agreement will not affect:
(i) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination; and
(ii) the provisions specified in clause 23.1 which survive termination.
(a) If a Force Majeure Event occurs and a Party is not able to partially or wholly perform its obligations (Affected Party) under the Agreement, then, the Affected Party’s obligations under the Agreement will be suspended to the extent that the Affected Party is prevented from performing its obligations by the Force Majeure Event, provided that a Force Majeure Event does not relieve or suspend Your obligation to pay Fees pursuant to the Agreement.
(b) The Affected Party must notify the other party as soon as practicable after the Force Majeure Event arises of the occurrence of the Force Majeure Event. The Affected Party must use its reasonable efforts to take steps to overcome the effects of the Force Majeure Event and to resume its obligations under the Agreement as soon as practicable.
(c) If the Force Majeure Event continues for more than 60 days, either Party may immediately terminate the Agreement by written notice to the other Party.
(a) A Party claiming that a dispute has arisen in connection with the Agreement (Dispute) must notify the other Party in writing by giving details of the Dispute (Dispute Notice).
(b) The Parties must, prior to commencing legal proceedings, attempt to resolve the Dispute by convening a meeting (Meeting) within 21 days of the date of receipt of Dispute Notice between director-level representatives appointed by each Party to discuss the possible means and terms of a resolution. If a Party fails to convene or attend the Meeting, the other Party may commence legal proceedings.
(c) Nothing in this clause 22 will limit a Party’s rights to seek interim injunctive relief in a court of law.
The following clauses of the Agreement survive termination or expiry of the Agreement; clause 10 (Confidential Information), clause 11(Privacy) clause 12 (Other Laws), clause 13.5(b)(Deletion), clause 16 (Feedback), clause 17 (Indemnity) clause 18 (Liability), clause 20.2 (Consequences of Termination), clause 22 (Dispute resolution), clause 23 (Other Terms) and clause 24 (Definitions).
(a) Headings are for convenience only and do not affect interpretation.
(b) Mentioning anything after includes, including, or similar expressions, does not limit what else might be included.
(c) A reference to legislation or to a provision of legislation includes any modification or re enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
(d) The singular includes the plural, and the converse also applies.
(e) Nothing in the Agreement is to be interpreted against a Party solely on the ground that the Party prepared the Agreement or a relevant part of it.
Pegasus AI may at its discretion appoint or engage any subcontractor in connection with the performance of its obligations under the Agreement (including the provision of the Service).
Neither Party may novate, assign or transfer any of its rights and/or obligations under Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, Pegasus AI may assign or novate its rights and/or obligations under the Agreement without Your consent to: (a) a Related Body Corporate; or (b) a third party that acquires Pegasus AI or that participates in a merger with Pegasus AI. You must execute and deliver any further documents and do all acts and things as may be required by Pegasus AI to give effect to an assignment or novation pursuant to this clause 23.4.
The relationship between the Parties under the Agreement is that of independent contractors. The Agreement does not create any joint venture, partnership, agency or employment relationship between the Parties.
(a) A notice, consent, waiver or other communication (notice) in connection with the Agreement must be in writing and must be given by email to the receiving Party’s current address for service for notices as follows:
Pegasus AI: contact@percihealth.ai
You: The email address that You provided in the Order
(b) A notice is regarded as given and received the next business day after the time it is sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.
(a) Pegasus AI may, from time to time, update or modify the terms of the Agreement (Amendment) by providing you with at least 90 days’ notice (Period).
(b) Except as specified at clause 23.7(c), Amendments will take effect at the beginning of Your next Renewal Term immediately following the expiry of the Period unless You elect not to renew the Agreement in accordance with clause 4(b).
(c) Pegasus AI may make Amendments that will become effective during a Current Term if:
(i) required to address compliance with Law; or
(ii) required to reflect changes to Pegasus AI’s business, Service functionality or the introduction of new Service features.
(d) If You object to an Amendment under clause 23.7(c), You may terminate the remainder of the Current Term as Your exclusive remedy. To exercise this right, You must notify Pegasus AI of termination under this subclause within 30 days of Pegasus AI’s Amendment notice. Following receipt of Your foregoing notice, Pegasus AI will refund any Fees prepaid by You for the period following the date of termination.
A failure to exercise or a delay in exercising any right, power or remedy under the Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made in writing.
The Agreement embodies the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes any prior negotiation, arrangement, understanding or agreement with respect to the subject matter or any term of the Agreement.
The Agreement is governed by the substantive and procedural laws of the State of New South Wales, Australia and the Parties agree to submit to the exclusive jurisdiction of, and venue in, the courts in New South Wales, Australia in any dispute relating to the Agreement.
If anything in the Agreement is unenforceable, illegal or void, then it is severed and the rest of the Agreement remains in force.
The following definitions apply:
Agreement means, collectively, this Terms of Use (including the Acceptable Use Policy) and the Order.
Audio Recording Device Laws means the following Laws and includes all associated regulations; Surveillance Devices Act 2007 (NSW), Listening Devices Act 1992 (ACT), Surveillance Devices Act 2007 (NT), Invasion of Privacy Act 1971 (Qld), Surveillance Devices Act 2016 (SA), Listening Devices Act 1991 (Tas), Surveillance Devices Act 1999 (Vic) and Surveillance Devices Act 1998 (WA).
Australian Consumer Law means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Card has the meaning given at clause 8.1(b)(ii).
Commencement Date means the date that You click I Agree.
Confidential Information means any information disclosed in the course of the Agreement which is confidential or proprietary in nature to a Party including: (a) Customer Data; or (b) information relating to a Party’s operations, processes, plans, know-how, designs, trade secrets, market opportunities and customer lists. Confidential Information does not include information that: (a) is in the public domain (unless it entered the public domain through breach of confidentiality by a Party); (b) is already known by the other Party at the time of disclosure and has not been obtained by the other Party either directly or indirectly from the disclosing party; or (c) is obtained lawfully from a third party without any restriction on the disclosure.
Corporations Act means the Corporations Act 2001 (Cth).
Current Term means the current term of the Agreement being the Initial Term or a subsequent Renewal Term (as applicable).
Customer Data means: (a) all Input and Output; and (b) all data (including Personal Information), text, information, images, audio, video, photographs, and other content and material, in any format, provided by You or Users that is uploaded, stored in, or run through, the Service. Customer Data does not include any Confidential Information of Pegasus AI.
Fees means the fees payable by You to Pegasus AI for the Service as specified in the Order.
Force Majeure Event means any act, event or cause, other than lack of funds, affecting a Party that is outside that Party’s reasonable control, including, but not limited to: war, acts of God, natural disasters, epidemics, pandemics, boycotts, labour strikes, industrial disturbances, internet outages or telecommunications outage.
Health Information means ‘health information’ or ‘personal health information’ as defined by the Health Privacy Laws.
Health Privacy Laws means the Health Records and Information Privacy Act 2002 (NSW), Health Records (Privacy and Access) Act 1997 (ACT) and Health Records Act 2001 (Vic).
Initial Term has the meaning given in clause 4(a).
Intellectual Property Rights means all present and future intellectual property or other proprietary rights including copyright, registered and unregistered trademarks, designs, patents and any rights in respect of inventions, circuit layouts, computer programs, business or domain names, know how, trade secrets, arising anywhere in the world and whether registered or unregistered and includes any moral rights.
Law means any statute, regulation or other statutory provision.
Party means a party to the Agreement and “Parties” means both of them.
Personal Information has the same meaning as under the Privacy Act.
Related Body Corporate has the same meaning as under the Corporations Act. “Related Bodies Corporate” is to be interpreted accordingly.
Sensitive Information has the same meaning as under the Privacy Act.
Service means Pegasus AI’s ‘perci’ mobile app and online web software-as-a-service application suite further described at the Website that uses AI Features to allow (among other things) its customers to digitally record, transcribe and summarise conversations with their clients to assist clinical note-taking and document generation . The Service excludes Third Party Applications.
Term means, collectively, the Initial Term and subsequent Renewal Term(s) (if any).
Terms of Use means this Terms of Use (including the Acceptable Use Policy).
Third Party Applications means applications, software, websites, integrations or services provided by a party other than Pegasus AI that interoperate with the Service or may be accessed through, within, or in conjunction with Your use of the Service.
TIA Act means the Telecommunications (Interception and Access) Act 1979 (Cth).
Users means Your employees, Related Bodies Corporate , consultants, contractors and agents who are authorised by You to use the Service pursuant to the Agreement.
Website means www.percihealth.ai