End User Licence Agreement (EULA)

Akuna Tec Pty Ltd

ABN 40 696 330 248

End User Licence Agreement (EULA)

Effective Date: 1st May

This End User Licence Agreement (EULA) governs your access to and use of the Akuna cloud-based practice management and patient engagement platform and related services (Platform).

By creating an account, being granted access by a subscribing practice, clicking “I accept” (or similar), or accessing or using the Platform, you agree to be bound by this EULA.

This EULA operates alongside:

1. Any SaaS or subscription agreement between Akuna Tec Pty Ltd (ABN 40 696 330 248) (Akuna, we, us, our) and the allied health practice that has procured access to the Platform (Practice); and

2. Our Privacy Policy (as updated from time to time).

If there is any inconsistency between this EULA and Akuna’s SaaS agreement with a Practice, the SaaS agreement prevails as between Akuna and that Practice.

1. Definitions

1.1 In this EULA:

(a) Account means an account enabling a person to access and use the Platform, including practitioner, staff and patient accounts.

(b) Applicable Laws means all applicable laws, regulations and codes in force from time to time in any relevant jurisdiction, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

(c) Content means any data, information, text, images, documents or other materials uploaded, entered, transmitted, generated or otherwise made available via the Platform by you, a Practice or another user, including Practice Data and User Personal Information.

(d) Practice means an allied health practice or organisation that has entered into a SaaS or similar agreement with Akuna and under whose subscription you are authorised to use the Platform.

(e) Practice Data means all data, records and other materials relating to a Practice’s business, operations, clients or patients that are uploaded to or stored on the Platform at the direction of that Practice, including patient clinical records and associated administrative data.

(f) Privacy Laws means the Privacy Act 1988 (Cth) and APPs, and any applicable State or Territory health records laws and privacy laws.

(g) Professional User means a user who is an allied health practitioner, Practice owner, Practice staff member, contractor or administrator using the Platform in connection with the Practice’s business.

(h) User, you and your means the individual who accesses or uses the Platform (including as a Professional User or as a patient or client of a Practice).

(i) User Personal Information means any “personal information” or “health information” (as defined in the Privacy Laws) about an identifiable individual that is collected, stored, used or disclosed via the Platform, including information about you as a user.

1.2 Capitalised terms used but not defined in this EULA have the meaning given to them in the SaaS agreement between Akuna and the relevant Practice, where applicable.

2. Acceptance and Scope

2.1 Acceptance: You accept this EULA by:

(a) clicking a box indicating acceptance; or

(b) creating or being provided with an Account and accessing the Platform; or,

2.2 Eligibility and authority:

(a) You must be at least 18 years old, or have appropriate parental or guardian consent and involvement where required by law.

(b) If you agree to this EULA on behalf of a Practice or other entity, you represent and warrant that you have authority to bind that entity and that “you” includes that entity.

2.3 Relationship with Practice:

(a) If you are a Professional User, you acknowledge that:

(i) your access to the Platform is provided under your Practice’s subscription with Akuna; and

(ii) the Practice controls your Account and may suspend or terminate your access at any time.

(b) If you are a patient or client of a Practice, your clinical relationship and any health services are provided by the Practice (and its practitioners), not by Akuna. Akuna is a technology provider only and does not provide health or medical advice or services.

3. Grant of Licence

3.1 Licence: Subject to your continued compliance with this EULA and, where relevant, the governing SaaS agreement with your Practice, Akuna grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform for:

(a) Professional Users – the internal business purposes of the Practice and in connection with providing allied health services to patients;

(b) Patients/clients – accessing and managing your appointments, communications and health information made available to you via the Platform.

3.2 No transfer of ownership:

(a) The Platform is licensed, not sold.

(b) Except for the licence expressly granted in clause 3.1, no rights (including Intellectual Property Rights) in the Platform or any related materials are assigned or transferred to you.

3.3 Open-source and third-party components: To the extent the Platform includes components licensed under free or open-source licences or third-party terms, those licences or terms may apply in addition to this EULA to your use of those components. To the extent of any inconsistency, the applicable third-party licence will prevail in respect of that component.

4. User Obligations and Acceptable Use

4.1 General obligations: You must:

(a) comply with this EULA, all Applicable Laws (including Privacy Laws) and any reasonable acceptable use guidelines or Platform rules notified to you;

(b) keep your login credentials secure and not share them with any other person;

(d) ensure all information you provide via the Platform is accurate, complete and up to date.

4.2 Prohibited conduct: You must not (and must not permit or enable any third party to):

(a) use the Platform in any unlawful, illegal, fraudulent, harmful, deceptive or misleading way;

(b) upload, post, transmit or otherwise make available any Content that is offensive, obscene, defamatory, discriminatory, harassing, threatening or otherwise inappropriate, or that infringes any person’s rights (including Intellectual Property Rights, privacy or confidentiality);

(c) interfere with or disrupt the integrity or performance of the Platform or any systems or networks connected to it, including by:

(i) introducing malware or other harmful code;

(ii) attempting to gain unauthorised access to any accounts, systems, networks or data;

(iii) circumventing any security or authentication measures; or

(iv) conducting or attempting to conduct penetration testing, vulnerability scanning or similar activities without Akuna’s prior written approval;

(d) copy, modify, adapt, translate, create derivative works of, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying structure, ideas or algorithms of the Platform, except to the limited extent permitted by non‑excludable law;

(e) resell, rent, lease, licence, sub-licence, assign, transfer, distribute, provide as a service bureau or otherwise make the Platform available to any third party, except as expressly permitted by Akuna or the governing SaaS agreement;

(f) use the Platform for sending spam or other unsolicited communications, or for scraping or harvesting data from the Platform other than as expressly permitted;

(g) use the Platform in any high-risk environment where failure of the Platform could result in death, personal injury or severe physical or environmental damage.

4.3 Professional Users – additional obligations: If you are a Professional User, you must:

(a) only use the Platform within the scope authorised by the Practice;

(b) ensure that any health services you provide via or in connection with the Platform comply with all professional, legal and regulatory requirements; and

(c) obtain and maintain all necessary consents, authorities and notices required under Privacy Laws before recording or uploading any User Personal Information about your patients or other individuals.

4.4 Akuna’s rights: Akuna may, without limiting its other rights:

(a) monitor use of the Platform (including Content) for security, support, maintenance and compliance purposes;

(b) remove, disable access to, or request a Practice to remove or disable access to, any Content that Akuna reasonably considers may breach this EULA or Applicable Laws; and

5. Intellectual Property Rights

5.1 Akuna IP:

(a) All Intellectual Property Rights in and to the Platform, documentation, user interfaces, templates, configurations, algorithms, tools, workflows and any related materials (including modifications, enhancements and derivative works) are and remain owned by Akuna (or its licensors).

(b) You must not, without Akuna’s prior written consent:

(i) copy or use any Akuna IP other than as expressly permitted by this EULA;

(ii) remove, obscure or alter any proprietary or copyright notices, trade marks or other ownership markings in or on the Platform.

5.2 Feedback: If you provide feedback, suggestions or requests regarding the Platform (Feedback), you grant Akuna a perpetual, irrevocable, worldwide, royalty‑free licence to use, exploit and incorporate that Feedback into its products and services without obligation or restriction. You agree that Akuna will own all Intellectual Property Rights in any resulting improvements.

6. Data Ownership, Use and Privacy

6.1 Ownership of data:

(a) As between Akuna and a Practice, ownership of Practice Data is determined under the SaaS agreement between Akuna and that Practice and/or any other applicable agreement. Typically, Practice Data and User Personal Information are owned or controlled by the Practice (or by you, in the case of your own personal information), not by Akuna. You have the right to request access to personal information we hold about you, subject to any applicable legal exceptions.

(b) Nothing in this EULA transfers ownership of your User Personal Information away from you.

6.2 Licence to Akuna:

(a) You (and each Practice, as applicable) grant Akuna a non-exclusive, worldwide, royalty-free licence, for the Term of this EULA and any applicable retention period, to collect, host, store, back-up, transmit, process, analyse and otherwise use Content (including Practice Data and User Personal Information) to:

(i) provide, operate, secure and support the Platform;

(ii) enable the Practice and its users to use the Platform;

(iii) troubleshoot issues, respond to support requests and improve service quality; and

(iv) comply with Applicable Laws and enforce Akuna’s rights under this EULA and relevant agreements.

(b) Akuna may sub-licence the rights in clause 6.2(a) to its third-party service providers (for example hosting, infrastructure, security, analytics and support providers) to the extent reasonably required to deliver the Platform, subject to appropriate contractual and security safeguards.

6.3 De-identified and aggregated data: Akuna may de-identify or aggregate Practice Data and User Personal Information so that it no longer identifies any individual, and may use and disclose such de-identified or aggregated data for any lawful purpose, including analytics, benchmarking, product development and service improvements.

6.4 Privacy and health information:

(a) Akuna will handle User Personal Information in accordance with Privacy Laws and its Privacy Policy, as updated from time to time.

(b) Practices are responsible for obtaining all consents, authorities and notices required under Privacy Laws prior to disclosing User Personal Information to Akuna via the Platform, including where required for patients, guardians or other individuals.

(c) To the extent you upload or provide User Personal Information about another individual, you warrant that you have all necessary rights and consents to do so lawfully and in accordance with Privacy Laws and that such disclosure is consistent with any professional confidentiality obligations.

6.5 Overseas disclosures: Some third-party service providers used in connection with the Platform may be located outside Australia or may store data on servers outside Australia. Akuna will take reasonable steps, as required by Privacy Laws, to ensure that overseas recipients of User Personal Information do not breach the APPs in relation to that information, for example by entering into appropriate contractual arrangements and assessing their privacy and security practices.

6.6 Data retention and export: Data retention, export and deletion are primarily governed by Akuna’s SaaS agreement with the relevant Practice and Applicable Laws (including minimum health records retention periods). Users should contact their Practice for access to their health records or for data portability requests, noting that statutory retention obligations may apply.

7. Confidentiality

7.1 Akuna’s confidentiality obligations: Akuna will keep confidential any non-public information about a Practice or user that is clearly identified as confidential or that should reasonably be understood to be confidential, and will only use or disclose such information as reasonably necessary to provide the Platform, to enforce its rights, or as required or authorised by law.

7.2 User confidentiality obligations: You must keep confidential any non-public information you obtain via the Platform about Akuna, a Practice, other users or any patients, and must not disclose such information except:

(a) with the consent of the relevant person;

(b) where strictly necessary for providing or receiving health services in compliance with Privacy Laws and professional obligations; or

8. Availability, Support and Changes

8.1 Availability: Akuna will use reasonable commercial efforts to maintain availability of the Platform, but does not guarantee uninterrupted or error‑free operation and may suspend access for maintenance, security or other operational reasons. Any service levels or credits (if applicable) are governed by Akuna’s SaaS agreement with the Practice.

8.2 Support: Support services (if any) are provided in accordance with Akuna’s support practices and any support commitments in its SaaS agreement with the relevant Practice.

8.3 Changes to the Platform: Akuna may update, modify or deprecate features, functions or components of the Platform from time to time, provided that such changes do not materially reduce the overall functionality paid for by the Practice, except as otherwise permitted under its SaaS agreement.

9. Warranty Disclaimer

9.1 General disclaimer:

(a) To the maximum extent permitted by law, and subject to clause 9.2, the Platform and any related materials are provided “as is” and “as available” without any representation or warranty of any kind, whether express, implied, statutory or otherwise.

(b) Without limiting clause 9.1(a), and subject to clause 9.2, Akuna does not warrant that the Platform will be error‑free, virus‑free, uninterrupted, fit for a particular purpose or compatible with all devices, operating systems or third-party services.

9.2 Consumer guarantees:

(a) Nothing in this EULA excludes, restricts or modifies any consumer guarantee, right or remedy you may have under the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) or any other non‑excludable law.

(b) Where Akuna’s liability for breach of any such non-excludable guarantee can be limited, and Akuna is entitled to do so, its liability will be limited (at Akuna’s option) to:

(i) in the case of services – the supplying of the services again or the payment of the cost of having the services supplied again; or

(ii) in the case of goods – the replacement of the goods or the supply of equivalent goods, the repair of the goods or the payment of the cost of replacement (or of acquiring equivalent goods) or repair.

10. Limitation of Liability and Indemnity

10.1 Exclusion of certain loss: To the maximum extent permitted by law and subject to clause 9.2, Akuna will not be liable to you (whether in contract, tort (including negligence), equity, statute or otherwise) for any:

(i) loss of profit, revenue, anticipated savings, opportunity, goodwill or reputation; or

(ii) indirect or consequential loss or damage,

arising out of or in connection with this EULA, the Platform or your use of (or inability to use) the Platform, even if Akuna has been advised of the possibility of such loss.

10.2 Liability cap: Subject to clauses 9.2 and 10.1, and to the maximum extent permitted by law, Akuna’s aggregate liability to you for all claims arising out of or in connection with this EULA and your use of the Platform in any 12 month period (calculated from the date of the first such claim) is limited to the total fees actually paid by the relevant Practice to Akuna in respect of your use of the Platform in that 12‑month period.

10.3 No liability for clinical decisions: You acknowledge that the Platform is a tool to support Practice administration and record-keeping only. Akuna does not provide medical, diagnostic, treatment or clinical decision-making services and is not responsible for:

(a) any clinical judgement or decision made by a practitioner; or

(b) any injury, loss or damage arising from reliance on clinical notes, treatment plans or other content entered or managed via the Platform.

10.4 Your indemnity:

(a) To the maximum extent permitted by law, you indemnify Akuna and its officers, employees and contractors against any loss, liability, cost, expense or damage (including reasonable legal costs) arising out of or in connection with:

(i) your breach of this EULA or Applicable Laws;

(ii) any claim that Content provided by you infringes a third party’s rights or breaches Privacy Laws; or,

(iii) misuse of the Platform by you or anyone using your Account.

(b) This indemnity does not apply to the extent that the relevant loss or liability is caused by Akuna’s own negligence, wilful misconduct or breach of this EULA.

11. Suspension and Termination

11.1 Suspension: Akuna may suspend your access to the Platform (in whole or part) immediately with or without notice if:

(a) Akuna reasonably believes your use poses a security, operational or legal risk;

(b) Akuna is requested or directed to do so by a Practice, regulator, court or other competent authority; or,

11.2 Termination by Akuna: Akuna may terminate this EULA and/or your access to the Platform immediately by notice to you (and, where applicable, the relevant Practice) if:

(a) you materially breach this EULA and fail to remedy that breach within a reasonable time after receiving notice;

(b) you repeatedly breach this EULA;

(c) your Practice’s SaaS agreement with Akuna expires or is terminated (in which case your access will cease when the Practice’s subscription ends); or,

(d) Akuna ceases to provide the Platform generally.

11.3 Termination by you: You may cease using the Platform and request closure of your Account at any time. If you are a Professional User, you should coordinate account changes with your Practice administrator. Account closure does not affect any obligations or liabilities that have already accrued.

11.4 Effect of termination:

(a) Upon termination of this EULA or your access to the Platform for any reason:

(i) your licence to access and use the Platform immediately ceases;

(ii) you must stop using the Platform; and,

(iii) ongoing access to any data via the Platform will be governed by the SaaS agreement between Akuna and the relevant Practice and Applicable Laws (including health records retention obligations). Users should contact their Practice regarding access to health records after termination.

(b) Clauses which by their nature are intended to survive termination (including clauses 3.2, 5, 6, 7, 9, 10, 11.4, 12, 13, and 14) will continue to apply.

12. Changes to this EULA

12.1 Updates to EULA: Akuna may amend or update this EULA from time to time. Where practicable, Akuna will notify Practices (and may notify users) of material changes, for example via the Platform or email.

12.2 Continued use: Your continued access to or use of the Platform after an updated version of this EULA has been made available constitutes your acceptance of the updated EULA. If you do not agree to the updated terms, you must stop using the Platform and request closure of your Account.

13. Notices

13.1 How we may contact you: Akuna may provide notices to you via the Platform, by email to the address associated with your Account, or through the Practice (for Professional Users). Notices take effect when sent, unless stated otherwise.

13.2 How you may contact us: You may contact Akuna using the contact details published within the Platform or on Akuna’s website, or via your Practice administrator.

14. General

14.1 Entire agreement: This EULA, together with Akuna’s Privacy Policy (as updated from time to time) and, where applicable, the SaaS agreement between Akuna and the relevant Practice, constitutes the entire agreement between you and Akuna in relation to your use of the Platform, and supersedes all prior representations, understandings or agreements regarding that subject matter.

14.2 Severability: If any provision of this EULA is held to be invalid, illegal or unenforceable, that provision will be read down or severed to the minimum extent necessary, and the remaining provisions will continue in full force.

14.3 No waiver: No failure or delay by Akuna in exercising any right under this EULA operates as a waiver of that right, nor does a single or partial exercise of a right preclude any other or further exercise of that or any other right.

14.4 Assignment: You must not assign, transfer or otherwise deal with your rights or obligations under this EULA without Akuna’s prior written consent. Akuna may assign or transfer its rights or obligations under this EULA in connection with a restructure, sale or transfer of its business or assets.

14.5 Governing law and jurisdiction: This EULA is governed by the laws of New South Wales, Australia. Each party submits to the non‑exclusive jurisdiction of the courts of New South Wales and any courts entitled to hear appeals from those courts.