End User Licence Agreement (EULA)

Schedule 1 – End User Licence Agreement - Patient

KEY TERMS

1 APPLICABILITY AND DEEMED ACCEPTANCE
(a) This End User Licence Agreement (EULA) applies to use by any End Users of the Licensed Materials. You agree to, and will be deemed to have accepted, this EULA when you access the Licensed Materials.
(b) By accessing the Licensed Materials, you:
(i) agree that you are doing so because you will, or are, receiving treatment from a referring surgeon and care team;
(ii) irrevocably consent to the terms of this EULA; and
(iii) represent and warrant that you will comply with the scope and restrictions of this EULA in relation to the Licensed Materials provided under this EULA.
If you do not accept this EULA, you must not access, use or otherwise access the Licensed Materials.
(c) This EULA commences on the date the Licensed Materials are provided to you and will end in accordance with clause 7 (Term).
(d) The Licensed Materials are intended for individuals aged 18 years or older. If you are under 18, use of the Licensed Materials requires the consent of your parent or guardian, who must agree to this EULA on your behalf.

2 WHITE-LABEL ARRANGEMENT
(a) The Licensed Materials may be made available to you by the Licensee under a White-Label Arrangement with the Service Provider.
(b) This EULA is between the End User, the Service Provider and Stryker, (in the case of Stryker, for the purpose of clarifying that certain intellectual property rights in the Licensed Materials are owned by Stryker and that Stryker has certain rights in relation to the data you input into the Licensed Materials). Nothing in this EULA affects the intellectual property rights of the Service Provider and Stryker set out in the Head Agreement.
(c) You grant to the Service Provider and Stryker a worldwide, perpetual, non-exclusive, sub-licensable, transferrable and royalty free licence to use your data or information entered by you into the Mobile App, (and subsisting intellectual property rights) in accordance with and for the purposes set out in clause 4.1(b) and clause 51.1(b)(iv).
(d) If you submit comments, ideas, product or software changes, or other feedback (Feedback) you agree that any and all intellectual property related to such Feedback, and derivatives thereof will be owned by Stryker, and you hereby assign all such rights in any such Feedback to Stryker. In the event such rights may not be assigned by you, you hereby grant to Stryker a non-exclusive, unlimited, perpetual, world-wide, fully-paid-up, royalty-free, irrevocable licence and right to use, modify, create derivative works of, publicly perform and display, and transmit, make, sell, offer to sell, and import, such Feedback and to commercialise and exploit without restrictions.

3 USE OF LICENSED MATERIALS
3.1 SCOPE OF USE
(a) Access to the Licensed Materials is restricted to authorised users being patients who have been invited or given access to the Licensed Materials and have agreed the terms of the EULA.
(b) Both the Service Provider and the Licensee can grant, suspend or revoke your access to the Licensed Materials at their discretion.

3.2 ACCOUNT AND SECURITY RESPONSIBILITIES
(a) You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. You must:
(i) use strong, unique passwords and update them at least every ninety (90) days or immediately upon any suspected compromise;
(ii) notify the Service Provider immediately if you suspect unauthorized access or a security breach;
(iii) not share your account credentials with any other person; and
(iv) ensure your device has up-to-date security software and is free from malware.
(b) To the maximum extent permitted by applicable law, the Service Provider and Stryker are not liable for any loss or damage arising from your failure to comply with these obligations. Nothing in this clause excludes any right or remedy that cannot lawfully be excluded under applicable law, including the Australian Consumer Law (if you are in Australia) and the New Zealand Consumer Guarantees Act 1993 and Fair Trading Act 1986 (if you are in New Zealand).

3.3 GRANT OF LICENCE
(a) You are granted a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, royalty-free licence to use the Licensed Materials during the Term for the purpose of accessing and taking benefit of the Mobile App and Services. Except for the limited licence provided in this clause, Stryker and the Service Provider (as applicable) retain all right, title and interest in and to the Licensed Materials, including all intellectual property rights therein, and nothing contained in this EULA shall be construed to give any implied rights or interests to you with regards to Stryker’s or the Service Provider’s rights or interests.
(b) You may use of the Licenced Materials solely for personal healthcare purposes and not for commercial or research purposes.
(c) You must only use the Licenced Materials:
(i) in accordance with the limitations of the Mobile App and Services as provided;
(ii) in a manner that is consistent and compliant with the Account and Security Responsibilities above; and
(iii) in compliance with any other restrictions notified to you in writing by the Licensee or the Service Provider from time to time.

3.4 RESTRICTIONS ON LICENCE
Except as expressly permitted under the Grant of Licence above, you must not, without prior written approval from the Licensee or the Service Provider in their absolute discretion:
(a) make copies of the documentation or the Licensed Materials;
(b) provide the Licensed Materials to any third party;
(c) adapt, modify or tamper in any way with the Licensed Materials, other than within the approved scope of use of the Licensed Materials;
(d) remove or alter any copyright, trade mark or other notice on or forming part of the Licensed Materials or documentation;
(e) use Stryker or the Service Provider’s name, any Stryker or Service Provider trademark or logo, or any Stryker or Service Provider proprietary information;
(f) create derivative works from or translate the Licensed Materials or documentation, other than for your own personal use only;
(g) publish or otherwise communicate the Licensed Materials or documentation to the public, including by making it available online or sharing it with third parties;
(h) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Licensed Materials or documentation to any third party;
(i) decompile or reverse engineer the Licensed Materials or any part of it, or otherwise attempt to derive its source code;
(j) attempt to circumvent any technological protection mechanism or other security feature of the Licensed Materials;
(k) attempt to use the Licensed Materials to access another patient’s data; or
(l) use the Licensed Materials for emergency care or real-time monitoring;
(m) access any non-public areas of the Licensed Materials, Stryker’s networks, computer systems, or the technical delivery systems of Stryker’s providers;
(n) test the vulnerability of any Stryker or Service Provider system or breach any security or authentication measures;
(o) access or use the Licensed Materials in any unlawful way or for any unlawful purpose;
(p) post or transmit:
(i) a message under a false name, or
(ii) any data, materials, content, or information (including, without limitation, advice, and recommendations) which is:
(A) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or
(B) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programming or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Licensed Materials, personal information, software, equipment, servers, data, materials, content, or information or facilitate or promote hacking or similar conduct;
(q) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity;
(r) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Licensed Materials;
(s) use robots or scripts with the Licensed Materials;
(t) have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting;
(u) incorrectly identify the sender of any message transmitted to Stryker or the Service Provider;
(v) alter the attribution or origin of electronic mail, messages, or posting;
(w) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including but not limited to, such rights of third parties; or
(x) use the Licensed Materials in any way that involves contests, sweepstakes, barter, advertising, or pyramid schemes.

3.5 LIMITATIONS OF LICENSED MATERIALS
To the extent permitted by applicable law, neither Stryker nor the Service Provider guarantee or warrant that:
(a) the Licensed Materials will be free from errors or defects;
(b) the Licensed Materials will be accessible or available at all times; or
(c) any information provided through the Licensed Materials is accurate or true.

3.6 CHANGES TO THE LICENSED MATERIALS
Stryker or the Service Provider may change, remove, or discontinue, temporarily or permanently, the Licensed Materials, or any feature, service, component, content, in whole or in part, in subsequent versions or releases of the Licensed Materials. Stryker or the Service Provider will notify you of any material changes to the Licensed Materials as part of a new version of release. Neither Stryker nor the Service Provider shall be liable to you or to any third party for any such removal, change or termination, including the loss of any data of any kind that may have been stored in the Licensed Materials. From time to time the Licensed Materials may be updated, including content or software updates, which may be [automatically downloaded and installed without notice]. You may uninstall and discontinue use of the Licensed Materials at any time. Stryker or the Service Provider may remove or disable access the Licensed Materials and content, at any time and without notice, and at its sole discretion, if it determines that doing so is in the best interest of Stryker or the Service Provider, or to protect security, intellectual property, or the interests of its customers or licensees. Stryker or the Service Provider may also impose limits on certain features or restrict your access to parts or all of the Licensed Materials without notice or liability.

4 PRIVACY, DATA HANDLING AND CONTENT
4.1 PRIVACY AND DATA USE
(a) The Service Provider collects and processes personal information in accordance with applicable privacy laws, including the Australian Privacy Act 1988 (Cth), the New Zealand Privacy Act 2020 and the New Zealand Health Information Privacy Code 2020, and the Service Provider’s Privacy Policy.
(b) By using the Licensed Materials, you consent to the Service Provider:
(i) collecting health-related data, account related information, device information, and usage metrics relating to your access to and use of the Licensed Materials;
(ii) using your data to deliver, operate and maintain the Licensed Materials (including to facilitate communications between you and your surgeon and the provision of follow up care);
(iii) sharing your data with or making your data available to your referring surgeon and care team (including your anaesthetist, general practitioner, physiotherapist, attending nurses and authorised family members) for treatment purposes;
(iv) sharing information relating to your patient related outcome measures (PROMs), gender, age, surgeon name and procedure to the Licensee; and
(v) aggregating and de-identifying your data for research, marketing, and regulatory purposes and product development, including sharing such aggregated and de-identified data with the Licensee for those purposes.
(c) The Licensee must not attempt re-identification or disclose data to third parties except as permitted by law.
(d) The Service Provider will notify you of any eligible data breach as required by law.
(e) You have rights to access, request correction, and request deletion of your personal information as outlined in our Privacy Policy.
(f) The Service Provider implements reasonable technical and organizational measures to protect your data against unauthorized access, alteration, or disclosure.
(g) By accessing and using the Licensed Materials, you consent to the Service Provider and the Licensee collecting, using, and disclosing your personal information in accordance with the privacy consent and collection notice displayed during sign-up. You must tick the consent box in the Mobile App before accessing the Licensed Materials.
(h) If the Head Agreement between the Service Provider and the Licensee ends, you agree and acknowledge that the Service Provider may transfer your data to the Licensee to ensure continuity of service.

5 USER CONTENT
(a) You may submit information, feedback, and materials (“User Content”) through the Licensed Materials, including but not limited to:
(i) patient-reported measures (e.g., surveys, pain scores, functional outcomes);
(ii) visual data such as range-of-motion images, scans, or sensor-captured measurements;
(iii) transcripts or chat communications with allied health professionals or care team members; and
(iv) any other information you actively enter into the Licensed Materials to support your care.
(b) By submitting User Content, you represent and warrant that:
(i) you have all rights and consents necessary to submit the User Content;
(ii) the User Content is accurate and lawful;
(iii) the User Content does not infringe any third-party rights;
(iv) the Service Provider and Stryker may use, host, display, and process the User Content for:
(A) delivering and improving the Licensed Materials;
(B) supporting clinical review by your care team; and
(C) aggregating and de-identifying data for research, marketing, and product development purposes, subject to strict non-reidentification obligations.

6 SUPPORT
6.1 SUPPORT SERVICES
(a) The Service Provider will provide technical support for the Licensed Materials via email and in-app messaging during standard business hours (AEST). The Service Provider will use reasonable efforts to respond to support requests within 2 business days.
(b) The Licensee may act as a first-line contact for general inquiries, but the Service Provider remains responsible for resolving technical issues related to the Licensed Materials. Support does not include clinical advice or emergency assistance.

7 DISCLAIMERS
7.1 GENERAL
(a) To the extent permitted by law the Service Provider and Stryker do not accept responsibility for:
(i) any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Licensed Materials; and
(ii) any use or misuse of your data by your healthcare provider.
(b) You must take your own precautions to ensure that the process which you employ for accessing the Licensed Materials does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

7.2 LIABILITY
(a) To the maximum extent permitted by applicable law and subject to clause (d) below, the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the higher of the fees paid by the End User or $500.
(b) Clause (a) does not apply to the End User’s liability in respect of loss or damage sustained by the Service Provider or Stryker, arising from the End User’s:
(i) Infringement of intellectual property rights; or
(ii) Breach of restrictions on this EULA.
(c) All express or implied representations and warranties given by the Service Provider or its personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
(d) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by the Service Provider, except:
(i) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
(ii) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) (if you are in Australia) or the New Zealand Consumer Guarantees Act 1993 or the Fair Trading Act 1986 (if you are in New Zealand).
(e) Nothing in this EULA excludes rights under the Competition and Consumer Act 2010 (Cth) (if you are in Australia) or the New Zealand Consumer Guarantees Act 1993 or Fair Trading Act 1986 (if you are in New Zealand).

7.3 INDEMNITY
(a) You agree to indemnify and hold harmless the Service Provider and Stryker, its officers, employees, contractors, and agents from any claims, liabilities, losses, damages, or expenses (including reasonable legal fees) arising from:
(i) your breach of this Agreement;
(ii) your misuse of the Licensed Materials; or
(iii) your violation of any law or third-party rights

7.4 HEALTH DISCLAIMER
(a) The Service Provider and/or the Licensee does not provide medical advice. All clinical decisions remain the responsibility of your healthcare provider. The Licensed Materials are for informational and engagement purposes only and do not replace professional judgment.
(b) You acknowledge and agree that:
(i) the Licensed Materials are intended to support your healthcare journey but are not a substitute for professional medical advice, diagnosis, or treatment; and
(ii) you will always seek the advice of your qualified healthcare provider.
(c) The Licensed Materials do not monitor your health in real time and are not an emergency service. Call 000 (in Australia), 111 (in New Zealand) or your local emergency number if you experience a medical emergency.
(d) You assume full responsibility for your participation in any program provided through the Licensed Materials and acknowledge the inherent risks associated with healthcare and rehabilitation.

8 TERMINATION
8.1 AUTOMATIC TERMINATION
This agreement will be automatically terminated, and your licence to the Licensed Materials will be immediately revoked, if the Head Agreement expires or is terminated.

8.2 TERMINATION BY SERVICE PROVIDER OR LICENSEE
The Service Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:
(a) you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
(b) you commit, or the Service Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 3.

8.3 EFFECT OF EXPIRY OR TERMINATION
(a) In the event of expiry or termination of this EULA, you must:
(i) immediately cease using the Licensed Materials; and
(ii) remove the Licensed Materials from all materials in your care, custody or control that feature the Licensed Materials, and, if the Licensed Materials cannot be removed, then at the Service Provider’s option, return or destroy all such material.
(b) Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

8.4 YOUR DATA ON TERMINATION
(a) The Service Provider retains personal information as required by applicable law and as contemplated by this EULA (including applicable health record retention obligations). Upon termination, the Service Provider will delete or anonymise your data in accordance with its retention policy, except where data must be retained for legal compliance or transferred to the Licensee for continuity of service. In such circumstances, Licensee will only use your information for the continued operation and maintenance of the Licensed Materials (or any replacement).
(b) You are encouraged to export any personal data or records before termination takes effect. The Service Provider and Stryker will not be liable for any loss of data arising from your failure to do so.

9 GENERAL
9.1 CHANGES TO THIS AGREEMENT
The Service Provider may update, modify, or supplement this EULA from time to time. We will notify you of changes by posting a revised version with a new effective date. Your continued use of the Licensed Materials after such changes constitutes acceptance. Changes apply prospectively only.

9.2 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in Queensland. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

9.3 DISPUTE RESOLUTION
Before commencing legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations and, if necessary, mediation in Queensland, Australia.

9.4 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

9.5 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

9.6 ASSIGNMENT
You cannot assign, novate or otherwise transfer your rights or obligations under this agreement without the Service Provider’s prior written consent.

9.7 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

Schedule 1 – End User Licence Agreement – Health Provider

KEY TERMS

1 APPLICABILITY AND DEEMED ACCEPTANCE
(a) This End User Licence Agreement (EULA) applies to any use by End Users of the Licensed Materials. You agree to, and will be deemed to have accepted, this EULA when you access the Licensed Materials.
(b) By accessing the Licensed Materials, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this EULA in relation to the Licensed Materials provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise access the Licensed Materials.
(c) This EULA commences on the date the Licensed Materials are provided to you and will end in accordance with clause 7 (Term).
(d) The Licensed Materials are intended for individuals aged 18 years or older. You must not access the Licensed Materials if you are under 18.
(e) By using the Services, you confirm you are a licensed healthcare provider authorized to access patient data and will comply with all applicable laws and professional standards.

2 WHITE-LABEL ARRANGEMENT
(a) The Licensed Materials may be made available to you by Stryker under a White-Label Arrangement with the Service Provider.
(b) This EULA is between the End User, the Service Provider and Stryker, (in the case of Stryker, for the purpose of clarifying that certain intellectual property rights in the Licensed Materials are owned by Stryker and that Stryker has certain rights in relation to that data you input into the Platform)). Nothing in this EULA affects the intellectual property rights of the Service Provider and Stryker set out in the Head Agreement.
(c) You grant to the Service Provider and Stryker a worldwide, perpetual, non-exclusive, sub-licensable, transferrable and royalty free licence to use any data or information entered by you into the Platform, including third party data and patient data (and subsisting intellectual property rights) in accordance with and for the purposes set out in clause 4.1(b) and clause 4.31.1(b)(iv).
(d) If you submit comments, ideas, product or software changes, or other feedback (Feedback) you agree that any and all intellectual property related to such Feedback, and derivatives thereof, will be owned by Stryker, and you hereby assign all such rights in any such Feedback to Stryker. In the event such rights may not be assigned by you, you hereby grant to Stryker a non-exclusive, unlimited, perpetual, world-wide, fully-paid-up, royalty-free, irrevocable licence and right to use, modify, create derivative works of, publicly perform and display, and transmit, make, sell, offer to sell, and import, such Feedback and to commercialise and exploit without restrictions.

3 USE OF LICENSED MATERIALS
3.1 SCOPE OF USE
(a) Access to the Licensed Materials is restricted to authorised users being licensed healthcare providers authorised to access patient data who have been invited or given access to the Licensed Materials and have agreed to the terms of the EULA.
(b) Both the Service Provider and the Licensee can grant, suspend or revoke your access to the Licensed Materials at their discretion.
(c) You agree to use the Licensed Materials only in connection with surgeries that use the Licensee’s products, as required by the Head Agreement.

3.2 ACCOUNT AND SECURITY RESPONSIBILITIES
(a) You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. You must:
(i) use strong, unique passwords and update them at least every ninety (90) days or immediately upon any suspected compromise;
(ii) notify the Service Provider immediately if you suspect unauthorised access or a security breach;
(iii) not share your account credentials with any other person; and
(iv) ensure your device has up-to-date security software and is free from malware.
(b) To the maximum extent permitted by law, the Service Provider and Stryker are not liable for any loss or damage arising from your failure to comply with these obligations. Nothing in this clause excludes any right or remedy that cannot lawfully be excluded under applicable law, including the Australian Consumer Law (if you are in Australia) or the New Zealand Fair Trading Act 1986 (if you are in New Zealand).
(c) By accessing and using the Licensed Materials you represent and warrant that you are a licensed healthcare provider authorised to access patient data and will comply with all applicable laws and professional standards. You must:
(i) maintain patient confidentiality and comply with all applicable privacy laws including the Australian Privacy Act 1988 (Cth), Australian Privacy Principles, the New Zealand Privacy Act 2020, the New Zealand Health Information Privacy Code 2020, and any applicable health privacy regulations and professional standards;
(ii) access patient data through the Licensed Materials only for legitimate clinical purposes and must not disclose it except as permitted by applicable law and professional obligations;
(iii) not use patient data for personal, commercial, or research purposes without prior written approval from both the Licensee and the Service Provider, or unless expressly authorised and lawful; and
(iv) notify the Service Provider and the Licensee as soon as practicable, and in any event within twenty-four (24) hours, of any actual or suspected data breach involving patient data, and cooperate with all obligations under the Notifiable Data Breaches scheme (Part IIIC, Privacy Act 1988 (Cth)) and all obligations related to a notifiable privacy breach (as that term is defined in the New Zealand Privacy Act 2020) in relation to patient data about a New Zealand patient.

3.3 GRANT OF LICENCE
(a) You are granted a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, royalty-free licence to use the Licensed Materials during the Term for the purpose of accessing and taking benefit of the Platform and Services. Except for the limited licence provided in this clause, Stryker and the Service Provider (as applicable) retain all right, title and interest in and to the Licensed Materials, including all intellectual property rights therein, and nothing contained in this EULA shall be construed to give any implied rights or interests to you with regards to Stryker’s or the Service Provider’s rights or interests.
(b) You may use the Licenced Materials solely for clinical purposes in connection with patient care and not for research, marketing, or any other unauthorized purpose.
(c) You must only use the Licenced Materials:
(i) in accordance with the limitations of the Platform and Services as provided;
(ii) in a manner that is consistent and compliant with clause 3.3; and
(iii) in compliance with any other restrictions notified to you in writing by the Licensee or the Service Provider from time to time.

3.4 RESTRICTIONS ON LICENCE
Except as expressly permitted under the Grant of Licence above, you must not, without prior written approval from the Licensee or the Service Provider:
(a) make copies of the documentation or the Licensed Materials;
(b) provide the Licensed Materials to any third party;
(c) adapt, modify or tamper in any way with the Licensed Materials, other than within the approved scope of use of the Licensed Materials;
(d) remove or alter any copyright, trade mark or other notice on or forming part of the Licensed Materials or documentation;
(e) use Stryker or the Service Provider’s name, any Stryker or Service Provider trademark or logo, or any Stryker or Service Provider proprietary information;
(f) create derivative works from or translate the Licensed Materials or documentation, other than for your own personal use only;
(g) publish or otherwise communicate the Licensed Materials or documentation to the public, including by making it available online or sharing it with third parties;
(h) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Licensed Materials or documentation to any third party;
(i) decompile or reverse engineer the Licensed Materials or any part of it, or otherwise attempt to derive its source code;
(j) attempt to circumvent any technological protection mechanism or other security feature of the Licensed Materials;
(k) attempt to use the Licensed materials to access any person’s data who you are not authorised to access;
(l) use the Licensed Materials for emergency care or real-time monitoring;
(m) use patient data for personal, commercial, or research purposes unless expressly authorized and lawful;
(n) access any non-public areas of the Licensed Materials, Stryker’s networks, computer systems, or the technical delivery systems of Stryker’s providers;
(o) test the vulnerability of any Stryker or Service Provider system or breach any security or authentication measures;
(p) access or use the Licensed Materials in any unlawful way or for any unlawful purpose;
(q) post or transmit:
i. a message under a false name, or
ii. any data, materials, content, or information (including, without limitation, advice, and recommendations) which is:
(A) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or
(B) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programming or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Licensed Materials, personal information, software, equipment, servers, data, materials, content, or information or facilitate or promote hacking or similar conduct;
(r) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity;
(s) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Licensed Materials;
(t) use robots or scripts with the Licensed Materials;
(u) have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting;
(v) incorrectly identify the sender of any message transmitted to Stryker or the Service Provider;
(w) alter the attribution or origin of electronic mail, messages, or posting;
(x) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including but not limited to, such rights of third parties; or
(y) use the Licensed Materials in any way that involves contests, sweepstakes, barter, advertising, or pyramid schemes.

3.5 LIMITATIONS OF LICENSED MATERIALS
To the extent permitted by applicable law, neither Stryker nor the Service Provider guarantee or warrant that:
(a) the Licensed Materials will be free from errors or defects;
(b) the Licensed Materials will be accessible or available at all times; or
(c) any information provided through the Licensed Materials is accurate or true.

3.6 CHANGES TO THE LICENSED MATERIALS
Stryker or the Service Provider may change, remove, or discontinue, temporarily or permanently, the Licensed Materials, or any feature, service, component, content, in whole or in part, in subsequent versions or releases of the Licensed Materials. Stryker or the Service Provider will notify you of any material changes to the Licensed Materials as part of a new version of release. Neither Stryker nor the Service Provider shall be liable to you or to any third party for any such removal, change or termination, including the loss of any data of any kind that may have been stored in the Licensed Materials. From time to time the Licensed Materials may be updated, including content or software updates, which may be [automatically downloaded and installed without notice]. You may uninstall and discontinue use of the Licensed Materials at any time. Stryker or the Service Provider may remove or disable access the Licensed Materials and content, at any time and without notice, and at its sole discretion, if it determines that doing so is in the best interest of Stryker or the Service Provider, or to protect security, intellectual property, or the interests of its customers or licensees. Stryker or the Service Provider may also impose limits on certain features or restrict your access to parts or all of the Licensed Materials without notice or liability.

4 PRIVACY, DATA HANDLING AND CONTENT
4.1 PRIVACY AND DATA USE
(a) The Service Provider collects and processes personal information in accordance with applicable privacy laws, including the Australian Privacy Act 1988 (Cth), the New Zealand Privacy Act 2020 and the New Zealand Health Information Privacy Code 2020, and the Service Provider’s Privacy Policy.
(b) By using the Licensed Materials, you consent to the Service Provider:
(i) collecting health-related data, device information, and usage metrics relating to your access to and use of the Licensed Materials;
(ii) using your data to deliver, operate and maintain the Licensed Materials;
(iii) aggregating and de-identifying your data for research, marketing, and product development, including sharing such aggregated and de-identified data with the Licensee for those purposes.
(c) The Licensee must not attempt re-identification or disclose data to third parties except as permitted by law.
(d) The Service Provider will notify you of any eligible data breach as required by applicable law.
(e) You have rights to access, request correction, and request deletion of your personal information as outlined in our Privacy Policy.
(f) The Service Provider implements reasonable technical and organizational measures to protect your data against unauthorized access, alteration, or disclosure.

4.2 HEALTHCARE PROVIDER RESPONSIBILITIES
(a) You must maintain patient confidentiality and comply with all applicable laws (including applicable privacy laws and professional standards).
(b) You will access patient data only for legitimate clinical purposes and must maintain confidentiality in compliance with the Australian Privacy Act 1988 (Cth), Australian Privacy Principles, New Zealand Privacy Act 2020, New Zealand Health Information Privacy Code 2020, and professional obligations.
(c) You must comply with the Australian Privacy Act 1988 (Cth), Australian Privacy Principles, New Zealand Privacy Act 2020, New Zealand Health Information Privacy Code 2020 and any other applicable health privacy regulations.

4.3 USER CONTENT
(a) You may submit information, feedback and materials (“User Content”) through the Licensed Materials, including but not limited to:
(i) clinical notes, treatment plans and assessments;
(ii) patient-reported measures (e.g., surveys, pain scores, functional outcomes);
(iii) visual data such as range-of-motion images, scans, or sensor-captured measurements;
(iv) patient-healthcare provider interactions including Telehealth notes, transcripts or chat communications with between patients and allied health professionals or care team members; and
(v) any other information you actively enter into the Licensed Materials to support your care or the care of your patient (as the case may be).
(b) By submitting User Content, you represent and warrant that:
(i) you have all rights and consents necessary to submit the User Content;
(ii) the User Content is accurate and lawful;
(iii) the User Content does not infringe any third-party rights; and
(iv) the Service Provider and Stryker may use, host, display, and process the User Content for:
(A) delivering and improving the Licensed Materials;
(B) supporting clinical review by your care team; and
(C) aggregating and de-identifying data for research, marketing, and product development purposes, subject to strict non-reidentification obligations.

5 SUPPORT
5.1 SUPPORT SERVICES
(a) The Service Provider will provide technical support for the Licensed Materials via email and in-app messaging during standard business hours (AEST). The Service Provider will use reasonable efforts to respond to support requests within 2 business days.
(b) The Licensee may act as a first-line contact for general inquiries, but the Service Provider remains responsible for resolving technical issues related to the Licensed Materials. Support does not include clinical advice or emergency assistance.
(c) The Service Provider provides technical support only. Non-technical or commercial queries must be directed to the Licensee. The Service Provider will not contact you unless requested by the Licensee.

6 DISCLAIMERS
6.1 GENERAL
(a) To the extent permitted by law The Service Provider and Stryker do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Licensed Materials.
(b) You must take your own precautions to ensure that the process which you employ for accessing the Licensed Materials does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

6.2 LIABILITY
(a) To the maximum extent permitted by applicable law and subject to clause (b) below, the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the higher of the fees paid by the End User or $500.
(b) Clause (a) does not apply to the End User’s liability in respect of loss or damage sustained by the Service Provider or Stryker, arising from the End User’s:
(i) infringement of intellectual property rights; or
(ii) breach of restrictions on this EULA.
(c) All express or implied representations and warranties given by the Service Provider or its personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
(d) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by the Service Provider, except:
(i) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
(ii) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) (if you are in Australia) or the New Zealand Fair Trading Act 1986 (if you are in New Zealand).
(e) Nothing in this EULA excludes rights under the Competition and Consumer Act 2010 (Cth) (if you are in Australia) or the New Zealand Fair Trading Act 1986 (if you are in New Zealand).

6.3 INDEMNITY
(a) You agree to indemnify and hold harmless the Service Provider and Stryker, its officers, employees, contractors, and agents from any claims, liabilities, losses, damages, or expenses (including reasonable legal fees) arising from:
(i) your breach of this EULA;
(ii) your misuse of the Licensed Materials;
(iii) your violation of any law or third-party rights;
(iv) unauthorized disclosure or misuse of patient data; or
(v) any breach of privacy, confidentiality, or professional obligations or standards arising from your use of the Licensed Materials.

6.4 HEALTH DISCLAIMER
(a) The Licensed Materials are intended to support patient engagement and care coordination but do not replace professional medical judgment, diagnosis, or treatment. The Service Provider and Stryker do not provide clinical advice. You remain solely responsible for all clinical decisions and patient outcomes.
(b) The Licensed Materials do not monitor patient health in real time and are not an emergency service. In case of a medical emergency, you must advise patients to call 000 (in Australia), 111 (in New Zealand) or their local emergency number.

7 TERMINATION
7.1 AUTOMATIC TERMINATION
(a) This agreement will be automatically terminated, and your licence to the Licensed Materials will be immediately revoked, if the Head Agreement expires or is terminated.
(b) The Service Provider may suspend access immediately for suspected privacy or professional breaches.

7.2 TERMINATION BY SERVICE PROVIDER OR LICENSEE
The Service Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:
(a) you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
(b) you commit, or the Service Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 3.

7.3 EFFECT OF EXPIRY OR TERMINATION
(a) In the event of expiry or termination of this EULA, you must:
(i) immediately cease using the Licensed Materials; and
(ii) remove the Licensed Materials from all materials in your care, custody or control that feature the Licensed Materials, and, if the Licensed Materials cannot be removed, then at the Service Provider’s option, return or destroy all such material.
(b) Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

7.4 YOUR DATA ON TERMINATION
(a) The Service Provider will retain or transfer data in accordance with the Head Agreement, except for personal information which will be retained or transferred as required by applicable law and as contemplated by this EULA. You are encouraged to export any clinical notes before termination takes effect. The Service Provider and Stryker will not be liable to you for any loss of data arising from your failure to export records prior to termination.

8 GENERAL
8.1 CHANGES TO THIS AGREEMENT
The Service Provider may update, modify, or supplement this EULA from time to time. We will notify you of changes by posting a revised version with a new effective date. Your continued use of the Licensed Materials after such changes constitutes acceptance. Changes apply prospectively only.

8.2 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in Queensland. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

8.3 DISPUTE RESOLUTION
Before commencing legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations and, if necessary, mediation in Queensland, Australia.

8.4 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

8.5 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

8.6 ASSIGNMENT
You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Service Provider’s prior written consent.

8.7 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.