MEDADVISOR PHARMACY LICENCE AGREEMENT

By clicking on the 'Accept' button or otherwise downloading, accessing or using the Software, you agree with MedAdvisor to be bound by this Agreement.

INTRODUCTION

Please read the following MedAdvisor Pharmacy Licence Agreement (“Agreement”) carefully before continuing. This is a legal contract between MedAdvisor International Pty Ltd ACN 161 366 589 (“MedAdvisor” or “we”) and the person or entity operating the Pharmacy Business and authorising the downloading, accessing and/or usage of the Software ("you").

MedAdvisor is willing to license the Software provided by it to you, whether by download, via the Internet, as part of a device or piece of equipment, or on software media, including all databases, data, and documentation contained in and/or provided in this Agreement, including any subsequent updates only upon the condition that you accept all of the terms and conditions contained in this Agreement. This Agreement applies to all versions of the Software. For details of the available versions, including functionality and benefits at any particular time, please see www.mymedadvisor.com.

To the extent permitted by law, this Agreement, together with the MedAdvisor Privacy Policy (“Privacy Policy”) constitute the entire agreement between you and MedAdvisor in relation to the Software and the Services. Our Privacy Policy details the types of personal information we collect, who can access the information and the purposes for which it may be used. MedAdvisor takes the privacy of patient and pharmacy data very seriously. A copy of the latest version of our Privacy Policy can be found at: www.mymedadvisor.com/privacy/nz.

By clicking on the “Accept” button, or otherwise downloading, accessing or using the Software, you accept all of the terms and conditions of this Agreement and the Privacy Policy and agree to be bound by their terms. If you do not accept the terms of this Agreement or the Privacy Policy, you are not permitted to use the Software and should immediately close or cancel this page/window/screen (where applicable) and should not download, access or use the Software.

This Agreement details the terms upon which:

1. you are permitted to access and use MedAdvisor's website published at www.mymedadvisor.com (“Site”) and any information, text, graphics, or other materials published on the Site (“Content”);
2. MedAdvisor provides services to you under the Licence, including the Medication Adherence System and related services through web, messaging (including SMS) and/or mobile applications (“Services”);
3. all Software made available through the Site is licensed to you by MedAdvisor; and
4. you grant MedAdvisor the right to access your System and System Data and to Transmit Raw Data (as defined in this Agreement) for the purpose of MedAdvisor providing the Services.

TERMS AND CONDITIONS

1. DEFINITIONS

In this Agreement, unless the subject or the context otherwise requires, the terms defined below have a corresponding meaning:
"CMI" means consumer medicines information sourced from the manufacturers of products and medications or their approved distributors;

"Consumer" has the meaning given to the term in the New Zealand Consumer Law;

"Consumer Guarantee" means a consumer guarantee or assurance contained in New Zealand Consumer Law;

"Content" has the meaning described in paragraph (a) of the Introduction section of this Agreement;

“Customer” means your customer, being a customer or potential customer of the Pharmacy Business;

"Customer Identification Details" means a Customer's name, address, date of birth, email address and mobile phone number;

"Customer Services" means particular customer care services provided by the Pharmacy Business as specified in the Customer Services Program;

"Customer Services Fees" means the fees (if any) payable by MedAdvisor to you in relation to the provision of Customer Services;

"Customer Services Program" means the document issued by MedAdvisor from time to time which describes the Customer Services and Customer Services Fees;

“Feedback” means your feedback, comments and suggestions for improvements to the Site, Services, or Content including where you post content to the Site and/or communicate with MedAdvisor or other users of the Site or the Software via forums on the Site;

"GST" means and includes GST payable in New Zealand. Where the context requires a reference to GST in New Zealand, GST means GST within the meaning of the New Zealand Goods and Services Tax Act 1985 and GST Act refers to that Act;

“GXH” means Green Cross Health Limited (NZBN 9429037684754) and includes its successors and permitted assigns;

“GXH Service Agreement” means MedAdvisor’s services agreement with GXH, as amended from time to time;

“Intellectual Property Rights” means all present and future intellectual and industrial property rights conferred by statute, at civil, common law or in equity and wherever existing, including patents, designs, copyright, rights and circuit layouts, database rights, trade marks, know-how, domain names, brand names, inventions, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration and including any application or right to apply for registration and any renewal or extension of rights;

“Licence” means the licence referred to in clause 2.1;

"Licence Fee" means the monthly or annual licence fee payable by GXH to MedAdvisor in respect of your Pharmacy Business;

"Location Address" means the address of the Pharmacy Business specified by you to MedAdvisor in the course of signing up to receive the Services (which you agree to notify us of any change within 5 business days of such change);

“MA UID” means MedAdvisor's unique identifier for a Customer which is a hashed version of the Customer's NHI;

"MA Users" has the meaning set out in clause 5.3;

“Medication Adherence System” means the system known and branded as MedAdvisor which:

(a) delivers to you and Customers information relating to those Customers’ prescription medication;
(b) provides you and Customers with a range of tools that assist you and Customers to with manage Customer's prescriptions and over the counter medications; and
(c) being an integrated computer program, provides Customers with a set of easy-to-use tools on a Customer's web browser, smart phone or other electronic device (including the ability for that Customer to fill scripts on time and online, remember that Customer's medication doses, connect with the Customer's pharmacy and access key CMI information) and provides to you and pharmaceutical companies the ability to communicate with Customers and encourage Customer loyalty and medication adherence. In this definition, a reference to Customer is to a Customer that is an existing registered user of the Services or that is signed up by the Pharmacy Business to receive any part of the Services;

“MedAdvisor” means MedAdvisor International Pty Ltd ACN 161 366 589 (and, in this Agreement, is not a reference to the Medication Adherence System);

“MedAdvisor Software” means the MedAdvisor Pharmacy Console software made available through the Site and licensed to you under this Agreement;

“Output Data” means the Raw Data that is Transmitted to or imported by MedAdvisor for the purpose of providing the Services;

“New Zealand Consumer Law” means the means the New Zealand Fair Trading Act 1986 and Consumer Guarantees Act 1993;

“NHI” means a Customer’s NHI number;

"Non-MA Customers" has the meaning set out in clause 5.3;

“Personal Information” has the meaning set out in section 6(1) of the Privacy Act;

"Pharmacy Banner Group" means the buyer group (including a franchise system) in which the Pharmacy Business is a member or participating in, including in particular, but without limitation, GXH;

“Pharmacy Business” means your pharmacy business as carried on at the Location Address;

“Privacy Acts” means the New Zealand Privacy Act 2020 and the Health Information Privacy Code 2020 and the Privacy Act 1988 (Cth), as amended or replaced from time to time and including all regulations and statutory instruments made under that Act;

“Raw Data” has the meaning set out in clause 7.1;

“Related Body Corporate” has the meaning given to that term in the Corporations Act.

“Representative” means, in respect of a Party, a Related Body Corporate of that Party; or an Officer, employee, agent, auditor, advisor, partner, consultant, joint venturer, contractor or sub-contractor that Party.

"Services" has the meaning described in paragraph (b) of the Introduction section of this Agreement;

"Site" has the meaning described in paragraph (a) of the Introduction section of this Agreement;

"SMS Only Customers" has the meaning set out in clause 5.3;

“Software” means all software licensed to you by MedAdvisor under this Agreement;

“System” means the computers, dispensary software or other point of sale software used or operated in connection with the Pharmacy Business from time to time, which at the date of this Agreement includes the dispensary software and the computers at the Location Address;

"System Data" means all data, information and records contained in the System from time to time;

“Transmit” means to upload, submit, link, transmit, transfer or make available (in a manner approved by MedAdvisor in its discretion) information and data to MedAdvisor pursuant to this Agreement and “Transmission” has a corresponding meaning.

2. LICENCE

2.1 MedAdvisor grants you a licence of the Software on the terms and conditions of this Agreement (“Licence”).

2.2 The Licence is subject to you accepting and agreeing to be bound by the terms of this Agreement from time to time.

2.3 MedAdvisor warrants that it has the authority to enter into this Agreement with you.

2.4 The Licence is limited to use of the Software on your System unless you have obtained the prior written consent of MedAdvisor to use the Software on alternative equipment. Such consent shall not be unreasonably withheld.

2.5 Depending on the version of the Software that you have licensed, the Licence only permits you to use the functionality and benefits made available in that version of the Software, as reasonably determined by MedAdvisor from time to time.

2.6 The Licence may only be transferred or assigned by you:
(a) with the prior written consent of MedAdvisor; and
(b) only in the event of transfer of the Pharmacy Business to a third party.

3. INSTALLATION OF THE SOFTWARE AND UPDATES OR NEW RELEASES

3.1 You agree to install and for MedAdvisor to install the Software directly on your System for the purpose of MedAdvisor providing the Services.

3.2 MedAdvisor may notify you and provide updates or new releases for the Software for the purposes of improving performance of the Software or the Services, or resolving issues. You consent to MedAdvisor installing such updates or new releases on your System at MedAdvisor’s discretion.

4 SERVICES AND CHANGES TO TERMS

4.1 MedAdvisor offers the Services to you subject to your compliance with this Agreement and payment of the Licence Fee and any other applicable fees by GXH as agreed by GXH in the GXH Services Agreement.

4.2 MedAdvisor reserves the right, at any time, to change any terms of this Agreement including in respect of your access to and use of the Services upon giving reasonable notice to you. Such notified changes are binding on you unless you terminate this Agreement by written notice to MedAdvisor within that reasonable notice period. MedAdvisor will not impose the changes until the reasonable notice period has expired.

4.3 GXH will remit payment to MedAdvisor for the Licence Fees in accordance with the terms of this Agreement and the GXH Services Agreement.

4.4 If GXH does not pay the Licence Fees to MedAdvisor in accordance with this clause 4 and the GXH Services Agreement, MedAdvisor may terminate this Agreement in accordance with clause 14 where payment is not made when due.

4.5 Unless otherwise stated, any amount specified in this Agreement as the consideration payable for any taxable supply includes any goods and services tax (GST) payable in respect of that supply.

5 CONSENT TO ACCESS YOUR SYSTEM AND SYSTEM DATA AND SUMMARY OF HOW WE USE THE SYSTEM DATA YOU PROVIDE TO MEDADVISOR

5.1 Subject to MedAdvisor complying with its obligations under clause 10, you grant MedAdvisor and GXH under the GXH Service Agreement the right to access your System and System Data.

5.2 The types of information and data we access and collect, and how we use it, depends on the nature of the Services you require and MedAdvisor's and your Pharmacy Business' relationship with the particular Customer. By entering into this Agreement, you consent to MedAdvisor collecting, using and handling the information and data referred to in this clause 5 in accordance with the terms of this Agreement.

5.3 There are three main types of Customers:

5.4 The types of information we may collect about each type of Customer from you, and how we generally use and disclose it, is as follows:

5.5 Without limiting clause 5.4 or any other term of this Agreement, MedAdvisor may use and handle the information we collect from you for each type of Customer as follows:

5.6 Other types of data we collect from the Pharmacy Business, and how we use it, includes:

5.7 MedAdvisor does not directly collect credit card information. Where MedAdvisor offers credit card payment services to Customers and collects payments on behalf of pharmacies, it does so via secure 3rd party payment gateway providers, who manage the collection, storage and charging of credit cards.

6. YOUR SYSTEM AND SYSTEM DATA

6.1 Nothing in this Agreement affects your ownership of your System and System Data and you are solely responsible for the content and security of your System Data. You warrant that you own the System and System Data and/or have all necessary licences, rights, consents and permissions and approvals to grant the rights to MedAdvisor as set out in this Agreement (including without limitation clauses 5, 6.1, 6.2, 7 and 11 of this Agreement).

6.2 You acknowledge and agree that MedAdvisor does not have any obligation to monitor or check the accuracy of your System Data or any Raw Data that is Transmitted to MedAdvisor.

7. ACCESS TO YOUR SYSTEM AND USE OF YOUR RAW DATA

7.1 You grant MedAdvisor and its employees, agents and contractors the right to access, retrieve, Transmit, use, store, copy, modify and create derivative works of the information and data in your System Data that:

1. is information or data referred to in any of clauses 5.4, 5.5 and 5.6, but specifically excluding Customer Identification Details of Non-MA Customers and Customer credit card information; and
2. such other information and data:
   (1) you allow MedAdvisor to access and use; OR
   (2) that you do not object to MedAdvisor accessing and using within 30 days of you receiving a written request from MedAdvisor for access and use to such information or data, (the information and data in clauses 7.1(a) to (b) inclusive being individually and collectively “Raw Data”).

7.2 By granting MedAdvisor the right to install the Software on your System under clause 3, you acknowledge and agree that such installation will create an MA UID for each Customer. The MA UID will not be capable of being decrypted. The unique identifier will be Transmitted in conjunction with the Raw Data relating to that Customer with the result that in relation to Non-MA Customers, MedAdvisor will receive unit level information about each Non-MA Customer but that information will not allow the identification of any such Non-MA Customer.

7.3 You also grant MedAdvisor the right to access, retrieve, Transmit, use, store, copy, modify, create derivative works of and analyse the Raw Data of Non-MA Customers for the purposes of providing the Pharmacy Business with a list of Non-MA Customers that are eligible to receive certain services and offers from or organised by MedAdvisor from time to time (Health Campaign). If you opt-in to send a particular Health Campaign:

1. you consent to us accessing the Customer Identification Details of the Non-MA Customers eligible for the Health Campaign;
2. you may send the Health Campaign to the relevant Non-MA Customers itself via mail (or other means consented to by the Non-MA Customers); OR
3. you may elect to appoint MedAdvisor as your agent to send the Health Campaign to the relevant Non-MA Customers and any other Customers (subject to clause 7.5) on your behalf via mail or other means you direct in which case you consent to MedAdvisor: (1) using the Pharmacy Business' trade marks, business name and contact details in any such communications (and MedAdvisor's details may also appear in such Health Campaigns); (2) sending the Health Campaign to the final recipient list provided pursuant to clause 7.4 (c) via mail (or via such other medium you direct); and (3) further sub-contracting the sending of such Health Campaigns to a third party mailing and fulfilment service; AND
4. in all cases, by electing to opt-in on behalf of the Pharmacy Business, you agree to and will comply with any other terms and conditions applicable to the specific Health Campaign communicated to you at the time.

7.4 You must:

1. only provide MedAdvisor with access to Raw Data and Customer Identification Details in relation to Customers (including Non-MA Customers) for which you have all necessary rights and consents required by law to do so;
2. only send (or ask MedAdvisor to send as your agent) Health Campaigns to those Customers for which you have all necessary rights and consents required by law to do so; and
3. prior to requesting that MedAdvisor send the Health Campaign on your behalf as agent, remove from the recipient list any relevant Customers identified as being eligible for the Health Campaign for which you do not have all necessary rights and consents required by law to contact with marketing messages via the particular medium being used to send the Health Campaign (final recipient list). Following the sending of such Health Campaign, MedAdvisor must not use the final recipient list of Non-MA Customers or the Customer Identification Details received pursuant to clause 7.3(a) for any other purpose and must permanently delete or destroy any copies of such information.

7.5 In relation to SMS Only Customers, you consent to MedAdvisor sending Health Campaigns to such SMS Only Customers (other than Excluded Customers, defined below) on behalf of the Pharmacy Business as your agent (and containing the Pharmacy Business' name and contact details) unless you elect not to participate in a particular Health Campaign. Any SMS fees and other costs related to the Health Campaigns will be at no cost to you. You must regularly update MedAdvisor of any SMS Only Customers that have not provided you with all necessary consents required by law to receive Health Campaigns such as those who have subsequently unsubscribed from the Pharmacy Business' marketing communications (Excluded Customers). By consenting to the sending of a communication under this clause, you warrant that you have notified MedAdvisor of any Excluded Customers as at the date of providing the consent.

7.6 Where you and/or the Pharmacy Business:

1. initiates a claim form to be completed via the Service (for example, to process a claim under the current Community Pharmacy Agreement or any replacement or substitute agreement); or
2. requests via the Service that we send certain Customer information relating to a service provided by the Pharmacy Business to a Customer to a government or regulatory body (for example, to update immunisation records of a particular Customer with the relevant government health body), you grant MedAdvisor the right to access and Transmit the relevant Customer Identification Details, their NHI (where necessary) and such other related claim or information from your System Data, and collect, store and use those Customer Identification Details, NHI (if applicable) and such other related claim or information, solely to the extent required for MedAdvisor to create, complete and submit such claim form or other information (as applicable) on behalf of the Pharmacy Business, and for no other purpose. Following completion and submission of the claim form or transmission of the service information to a regulatory body by the Pharmacy Business via the Service, MedAdvisor will maintain copies of the Customer Identification Details, NHI (if applicable) and other submitted claim or service information for reporting and audit purposes and otherwise in accordance with applicable laws. The foregoing applies to all Customers, whether Non-MA Customers, SMS Only Customers or MA Users.

7.7 You acknowledge that you, and not MedAdvisor, control the relationship with the SMS Only Customers and Non-MA Customers and that MedAdvisor relies on you to obtain the necessary consents from those Customers to undertake the activities in clauses 5.4, 5.5, 7.3, 7.4, 7.5 and 7.6.

7.8 Nothing in this Agreement requires you to “use”, “disclose” or “adopt” a Customer’s NHI or any other government identifier in any way that would be a breach of the Privacy Acts or any laws specifically applying to NHI numbers or other government identifiers. If you disclose NHIs or other government identifiers to us, you warrant that you have the necessary rights and consents required by law to do so and MedAdvisor will only use any such NHIs and government identifiers to the extent necessary to provide the Services (for example, to assist you to process a claim you initiate or submit information to a government body if you request us to do so, as described in clause 7.6) and for no other purpose.

8. YOUR RESPONSIBILITIES

8.1 You acknowledge and agree that:

1. it is your responsibility to maintain, archive, backup, support and protect your System and System Data at your own cost and expense.
2. it is your sole responsibility to operate the Pharmacy Business and supply goods and services (including delivery services where applicable) to the Customer.
3. MedAdvisor does not have any obligation to provide goods or services (including delivery services where applicable) to the Customer save as expressly agreed between MedAdvisor and the Customer; and
4. You are solely responsible for your relationship with the Customer.

8.2 From time to time, MedAdvisor will conduct audits on the information that it receives from you. This requires a MedAdvisor representative to contact you and check information on your System. You agree to promptly assist MedAdvisor, act in accordance with all reasonable requests from MedAdvisor and provide the information requested by MedAdvisor in connection with such audits.

8.3 This Agreement does not grant you any rights in relation to any third party software products required in conjunction with the Software. You are responsible for obtaining the necessary licences for such third party software products as you may require. The Licence does not include licences to any third party database server software or any hardware that is required to correctly operate the Software.

8.4 Where you are involved in signing up a new Customer to the MedAdvisor services, you must:

1. ensure the Customer is informed regarding the details of the services;
2. obtain the Customer's consent for their contact details to be provided to MedAdvisor and for MedAdvisor to contact the Customer directly via the Customer's mobile number and/or email address;
3. notify the Customer that the services are subject to certain terms and conditions and have a copy of the full MEDADVISOR END USER LICENSE AGREEMENT and MEDADVISOR PRIVACY POLICY available for the Customer to review at the Pharmacy Business if requested by your Customer;
4. provide the Customer with any notices required by law (if any) and a copy of any materials directed by MedAdvisor from time to time; AND
5. only tick the relevant consent box for the Customer within the Software if the Customer has informed the Pharmacy Business that it consents to sub-clauses (a) and (b) and the Pharmacy Business has complied with sub-clauses (c) and (d).

8.5 You must not do anything, or omit to do anything, which you know may result in GXH breaching its obligations under the GXH Service Agreement.

9. OUR RESPONSIBILITIES

9.1 MedAdvisor will use reasonable endeavours to ensure that the Software installed on your System:
(a) is reasonably free from errors;
(b) is free from malicious code; and
(c) will not harm your computer or unduly interfere with its performance.

9.2 MedAdvisor will use reasonable endeavours to ensure that the information made available to or Transmitted to Customers by the Medication Adherence System is accurate, however you acknowledge and agree that MedAdvisor is not responsible or liable for any inaccuracies in the information made available to or Transmitted to Customers to the extent that such inaccuracies are caused directly or indirectly by the Raw Data not being true, complete and accurate or by information provided by third parties not being true, complete or accurate.

9.3 Where you elect to provide Customer Services through the Pharmacy Business, MedAdvisor will pay you the Customer Services Fees (if any) as set out in the applicable Customer Services Program provided that you have (and have ensured that the Pharmacy Business has been conducted so that it has) complied with all of the terms and conditions of the applicable Customer Services Program and MedAdvisor's reasonable directions.

10. PRIVACY AND CONFIDENTIALITY

10.1 MedAdvisor will take all reasonable steps to ensure that any Personal Information forming part of the Output Data is not disclosed to any third party without your consent, except to the extent required by law or permitted by the Privacy Acts. You consent, and must procure your pharmacists to consent, to MedAdvisor providing reports to your Pharmacy Banner Group based on the Output Data which identifies the Pharmacy Business and its pharmacists.

10.2 MedAdvisor's collection and use of Personal Information we collect in connection with this Agreement will be in accordance with MedAdvisor’s privacy policy, as published on the Site and amended from time to time. MedAdvisor will follow its security policy (as published on the Site and amended from time to time) for security measures and protocols.

10.3 You are responsible for safeguarding the password that you use to access the Site. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions in use of the Site under your password, whether or not you have authorised such activities or actions. You will immediately notify MedAdvisor of any unauthorised use of your password. You acknowledge that if you wish to protect your Transmission of Raw Data or other information to MedAdvisor, it is your responsibility to use a secure encrypted connection.

10.4 We may disclose the Pharmacy Business information to third party service providers that provide reporting and data analytical capabilities but only with your consent.

10.5 MA Users are able to nominate a chosen "favourite" Unichem/Life pharmacy. MedAdvisor wants to ensure that an MA User's favourite pharmacy (as nominated by that MA User from time to time) has access to the complete dispense history held by MedAdvisor in relation to that MA User. For the purposes of clause 10.1 and notwithstanding any other clause to the contrary, you consent to MedAdvisor disclosing Personal Information forming part of the Output Data (including the dispense history) that relates to an MA User to that MA User's favourite participating pharmacy. Where the Pharmacy Business is the favourite pharmacy of a particular MA User, we will use reasonable endeavours to provide you with the complete dispense history held by MedAdvisor for that MA User.

10.6 You agree not to use or disclose any MedAdvisor confidential information except to the extent necessary to provide services to your Customers and otherwise exercise your rights and perform your obligations under this Agreement. The foregoing does not restrict or prevent the Pharmacy Business from disclosing MedAdvisor confidential information if and to the extent it is required to do so to comply with applicable laws or professional obligations. In this clause, "MedAdvisor confidential information" means information disclosed by or on behalf of MedAdvisor directly or indirectly to your Pharmacy Business that is by its nature confidential, is designated by MedAdvisor as confidential or that you know or ought reasonably know is confidential, and includes personal information we provide to you under clause 10.5, but does not include information that is in the public domain (other than through a breach of an obligation of confidentiality).

11. INTELLECTUAL PROPERTY RIGHTS

11.1 MedAdvisor grants you a limited, non-exclusive, non-transferable, revocable licence to use the Site and the Content and Services, subject to the conditions in this Agreement.

11.2 All right, title, and interest in all Intellectual Property Rights (collectively “Rights”) in and to the Software, the Medication Adherence System, the Site, Content, Output Data, and any works created by MedAdvisor that are derived from or based on Output Data or your Feedback will remain the exclusive property of MedAdvisor or its related bodies corporate. To the extent that any Rights vest in you, by this Agreement you immediately assign all such Rights to MedAdvisor immediately upon their creation and agree to do all things reasonably necessary to confirm and assign such Rights to MedAdvisor.

11.3 Except as expressly permitted in this Agreement, you must not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publish, Transmit, or otherwise use the Site, Content or Output Data. You must not copy or modify the HTML or other code used to generate web pages on the Site.

11.4 MedAdvisor is able to utilise any information or data collected, created or disclosed to MedAdvisor in connection with this Agreement that is in an aggregated, non-identifiable form for any purpose.

11.5 You consent to the Pharmacy Business' name, contact details, brands and other trade marks being used in communications we send to your Customers via the Services, on our Site or otherwise as permitted by this Agreement. We may also use and disclose details of the Pharmacy Business' opening hours, professional services offered and other information you generally make publicly available to your Pharmacy Business' customers regarding the Pharmacy Business via our Site or Services.

11.6 You will have access to the MedAdvisor Analytics Package (“MAP”) service. MedAdvisor will use de-identified Customer data (including prescription, dispense, medical and demographic information) to provide reporting services to the Pharmacy Business and/or your Pharmacy Banner Group. Patient identifying information is de-identified to ensure such reports do not contain any Customer personal information. MAP reports (referred to in clause 5.5) may track store national uptake and utilisation of the Services, including comparative benchmarks and overall measures of our effectiveness, as well as providing regional and national averages. You consent to reports and data that relate to or identify the Pharmacy Business or Pharmacy Banner Group being provided to our service providers, partners and other third parties to support MedAdvisor's delivery of products and services. Products and services may include, but are not limited to, patient programs, health campaigns and pharmacy dashboard reporting. Subject to clause 10.1, such reports and data will not include personal information of any pharmacist unless permitted or required by applicable law or with the consent of the pharmacist.

12. GENERAL PROHIBITIONS

12.1 You agree not to do, and agree that the Pharmacy Business will not do, any of the following:
(a) Transmit or make available for Transmission by MedAdvisor any System Data, Raw Data text, graphics, or material that:
(1) is false or misleading;
(2) is defamatory;
(3) does not comply with your privacy policy, our privacy policy or applicable privacy laws;
(4) is obscene, pornographic, or offensive;
(5) promotes bigotry, racism, hatred or harm against any individual or group;
(6) infringes another's rights, including any Intellectual Property Rights; or
(7) violates, or encourages any conduct that would violate, any applicable law or regulation;
(b) access, tamper with, or use non-public areas of the Site (including but not limited to user folders not designated as 'public' or that you have not been given permission to access), MedAdvisor's computer systems, or the technical delivery systems of MedAdvisor's providers (collectively, the "MA systems");
(c) attempt to probe, scan, or test the vulnerability of any part of the MA systems or Software or any related system or network or breach any security or authentication measures;
(d) attempt to access or search the Software, Site, Content or Output Data with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by MedAdvisor or other generally available third-party web browsers (such as Google Chrome, Microsoft Edge or Mozilla Firefox), including but not limited to browser automation tools;
(e) use the Services, Software, Site or Content to send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
(f) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site to send altered, deceptive or false source-identifying information;
(g) attempt to decipher, decompile, disassemble or reverse engineer the Software, the Site, Content or Output Data;
(h) interfere with, or attempt to interfere with, the access of any user, host or network to any of the MA systems, including, without limitation, by introducing or sending any malware, virus, overloading, flooding, spamming, or mail-bombing to any of the MA systems or the systems of any other users of the Site or Software, or otherwise gain, or attempt to gain, unauthorised access to any of the foregoing systems; or
(i) use the Services, Software, Site, Content or Output Data to impersonate or misrepresent your affiliation with any person or entity.
12.2 MedAdvisor has the right (but not the obligation) to investigate and take action for breach of any of the above, including Intellectual Property Rights infringement and breach of Site security. MedAdvisor may involve and cooperate with law enforcement authorities if applicable.

13. SITE SERVICES AND LINKS

13.1 MedAdvisor may change the Software (including minor changes to features and functionality), Site, or Content without notice at any time. MedAdvisor may change the Services and/or any product offerings in connection with the Software at any time by giving reasonable notice to you. If you believe that such changes are detrimental to you, you may terminate this Agreement by giving written notice to MedAdvisor within that reasonable notice period.

13.2 The Software, Site or other communications we send may contain links to third-party websites or resources. You acknowledge and agree that MedAdvisor is not responsible or liable for:
(a) the availability or accuracy of such websites or resources; or
(b) the content, products, or services on or available from such websites or resources.
13.3 Links to such websites or resources do not imply any endorsement by MedAdvisor of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

14. TERMINATION

14.1 If you breach a term of this Agreement, and the breach is capable of being remedied, you must rectify such breach within ten (10) days of receiving notice of such breach from MedAdvisor.

14.2 MedAdvisor may immediately terminate this Agreement on written notice to you if:
(a) you fail to rectify a breach of this Agreement (which is capable of being rectified) within the period specified in a notice issued pursuant to clause 14.1;
(b) you commit a breach of this Agreement (which is not capable of being rectified);
(c) the GXH Service Agreement terminates or is capable of being terminated by MedAdvisor;
(d) you do anything, or omit to do anything, which results in MedAdvisor being unable to comply with its obligations under its GXH Service Agreement;
(e) it has the right to do so pursuant to an express term of this Agreement;
(f) you become bankrupt, insolvent or enter into liquidation or receivership, make a composition or arrangement with your creditors generally or take advantage of any statutory relief for insolvent debtors, or are otherwise unable to pay your debts as and when they fall due and payable; or
(g) you or any of the Pharmacy Business' pharmacists are convicted of any offence involving fraud or dishonestly or an offence punishable by imprisonment.

14.3 Where MedAdvisor has the right to terminate the Agreement pursuant to clause 14.2, MedAdvisor may (instead of terminating) on written notice to you, suspend access to and use of the Software, Site, Content and Services (or any of them) until such time it is satisfied that the circumstance giving rise to the right to suspend has been resolved.

14.4 MedAdvisor may terminate this Agreement without cause at any time on thirty (30) days' written notice to you, subject to MedAdvisor providing a pro rata refund of any fees paid to MedAdvisor by GXH in respect of your Pharmacy Business in advance, for the period beyond the date of termination of which you will no longer have the benefit.

14.5 You may:
(a) terminate this Agreement without cause on 30 days’ written notice to MedAdvisor; or
(b) terminate this Agreement on written notice to MedAdvisor if:
(i) MedAdvisor fail to rectify a breach of this Agreement (which is capable of being rectified) within ten (10) days of receiving notice of such breach from you; or
(ii) MedAdvisor commits a breach of this Agreement (which is not capable of being rectified).
14.6 On termination of this Agreement, MedAdvisor is entitled to retain or delete any or all of the Output Data, including any previous versions and/or prior backups of the Output Data.
14.7 On termination of this Agreement, you must remove all copies of the Software (including all documentation), return or destroy (at the option of MedAdvisor) any MedAdvisor confidential information in your possession or control and cease using or accessing the Software, Services and the Site.

15 SERVICES ARE AVAILABLE “AS-IS”, SUBJECT TO NEW ZEALAND CONSUMER LAW

15.1 New Zealand Consumer Law provides Consumers with a number of protections including the Consumer Guarantees that cannot be excluded, restricted or modified. Nothing in this Agreement has the effect of excluding, restricting or modifying a Consumer's rights under New Zealand Consumer Law or any other statutory rights which cannot be excluded, restricted or modified.

15.2 Subject to clause 15.1, to the full extent permitted at law, the Software, Site, Content and Services are provided “as is”, without warranty or condition of any kind, either express or implied. MedAdvisor is providing the Site, Software, Content and Services to you in your capacity as a business and therefore the provisions of the Consumer Guarantees Act 1993 do not apply, which you agree is a fair and reasonable exclusion.

15.3 If, despite clause 15.2, MedAdvisor has any liability to you, to the extent that it is able by law to do so, that liability is expressly limited to:
(a) in the case of goods, repairing, replacing or supplying equivalent goods, or paying the cost of any of those remedies; and
(b) in the case of services, supplying the services again or paying the cost of having the services supplied again.

16. LIMITATION OF LIABILITY AND ACKNOWLEDGEMENT

16.1 The terms in this clause 16 are subject to, and will not apply to the extent that they limit or exclude any rights and remedies you have under the New Zealand Consumer Law which cannot be lawfully excluded, restricted or modified.

16.2 Subject to clause 15, to the fullest extent permitted at law in no event will MedAdvisor and its related bodies corporate be liable to you (whether arising in contract, tort or otherwise) for any indirect, special, incidental, punitive or consequential loss and damage of any kind, even if such loss was known, reasonably foreseen or in the reasonable contemplation of you or MedAdvisor (including, without limitation, loss of use, loss of data, loss of business or profits, business interruption or loss of information) arising out of or in connection with:
(a) this Agreement, the Site, Software, Content or Services;
(b) a breach of this Agreement by MedAdvisor or any wrongful or negligent act or omission by MedAdvisor, its related bodies corporate or any of their employees, agents and contractors in connection with this Agreement;
(c) your access to or use of, or inability to access or use, the Software, Site, Content and/or Services; or
(d) the Transmission of the Raw Data or MedAdvisor’s access to the System or System Data,
and MedAdvisor’s sole liability to you for any direct loss and damage (whether arising in contract, tort or otherwise) in connection with the matters referred to in paragraphs (a) to (d) (both inclusive) of this clause is limited to the amount of the fees received by MedAdvisor from GXH for the Services provided to you under this Agreement.

16.3 You acknowledge and agree that CMIs are sourced from pharmaceutical manufacturers. You further acknowledge that MedAdvisor is only a distributor channelling CMIs to the users of the Software and, in turn, to Customers and cannot guarantee the accuracy of the content in each CMI. Subject to clause 15 and to the fullest extent permitted by law, MedAdvisor excludes any liability to you for or in connection with any loss, damage or expense of any kind in connection with any CMI or its use.

16.4 The Software is a technology tool and a communications platform between the Pharmacy Business and your Customers. Subject to clause 15 and to the fullest extent permitted by law, MedAdvisor disclaims any responsibility for any third party communications facilitated via the Software, including communications between a Customer and the Pharmacy Business (and its pharmacists), misconfiguration of the Software by the Pharmacy Business and any CMIs.

17. INDEMNITY

a) You will indemnify and will keep MedAdvisor and its Representatives (those indemnified) indemnified from and against any loss, damage, claim, action or expense (including reasonable legal expense) any of those indemnified suffer or incur arising from or in connection with:
(i) your operation of the Pharmacy Business;
(ii) your supply of pharmaceutical products, goods and services, including but not limited to the supply of the Services and delivery and logistics services to the Customer or other third parties;
(iii) a breach by you of clause 7.3, 7.4 or 7.5 of this Agreement;
(iv) a breach by you of clause 10 (Privacy and Confidentiality) and clause 11 (Intellectual Property Right) of this Agreement;
(v) any claims or allegations by third parties (including by any of your suppliers or Customers) against any of those indemnified whether caused or contributed to by your breach of this Agreement, or any unlawful, wrongful or negligent act or omission by you;
(vi) any claim or allegation by a Customer or any other person (including a government, regulatory or professional body) that the supply of goods or performance of any services by you:
i) breaches any laws, statutory requirements or professional obligations (including any standards or requirements imposed by any professional pharmacy or medical bodies); or
ii) directly or indirectly causes, or results in, any loss, damage, claim, action or expense (including reasonable legal expense) of, or in relation to, any Customers,
except to the extent that those indemnified contributed to or caused the loss, damage, claim, action or expense (including reasonable legal expense);
b) An indemnity in this Agreement may be relied upon whether or not legal proceedings are instituted or loss has been suffered by those indemnified.

18. MISCELLANEOUS

18.1 Each provision that is capable of having effect after the termination of this Agreement and each representation and warranty made in this Agreement will survive the termination of this Agreement and the performance of all obligations under this Agreement and will not merge on termination.

18.2 Without limiting clause 18.1 above, clauses 6, 7.7, 9.2, 10.1, 10.2, 10.5, 10.6, 11, 12, 13, 14.6, 14.7, 15, 16,17 and this clause 18 survive the termination or expiry of this Agreement.

18.3 Any notice, demand or other communication to be given or required to be made pursuant to this Agreement is to be in writing and is to be given by post, facsimile, email or hand to a party at the party's address as is notified in writing by one party to the other party.

18.4 MedAdvisor may assign its rights and obligations under this Agreement at any time upon written notice to you. MedAdvisor may sub-contract the performance of its obligations under this Agreement, and also utilise service providers and suppliers in the performance of its obligations, but will remain responsible to you for the performance of MedAdvisor's obligations under this Agreement that have been sub-contracted.

18.5 The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because the party was responsible for the preparation of this Agreement or part of it.

18.6 Each party agrees to do all things that may be necessary or desirable to give full effect to every part of this agreement if asked in writing by another party to do so.

18.7 In the event that any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

18.8 The failure of MedAdvisor to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

18.9 This Agreement and any action related thereto will be governed by the laws of the New Zealand. The non-exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the courts of New Zealand.

18.10 To the extent permitted by law, this Agreement is the entire agreement (as amended from time to time under clause 4.2) between MedAdvisor and you regarding the subject matter of it, and this Agreement supersedes and replaces any prior agreements between MedAdvisor and you in relation to that subject matter. For the avoidance of doubt, this Agreement supersedes and replaces any previous Pharmacy Licence Agreement or other licence agreement between MedAdvisor and you.

An up-to-date copy of this Agreement is available at: http://www.mymedadvisor.com/nz/Pharmacy/TermsConditions.

This MedAdvisor Pharmacy Licence Agreement was last updated on 10 February 2022.