ACADEMIC SITE LICENSE AGREEMENT BETWEEN:

(known as “Client”)

- and -

UnityHealth Pty Ltd

ABN 44 096 381 949

Suite 606, 1 Princess St, Kew, Victoria Australia 3101 (known as ‘UnityHealth’ or ‘Publisher’)

A. BACKGROUND
  1. This agreement covers a range of commitments and activities discussed by both parties, in order to deliver electronic information services, described below, to the Client.
  1. The Client wishes to enhance its complementary medicine services to its online user base through the provision of the IMgateway.net website. An IMgateway.net user license shall be purchased by the Client in accordance with Schedule A of this agreement.
B. OBJECTIVES

This agreement provides the right for the Client to:

  • Access to IMgateway.net website content, which includes the provision of online scientific information, in accordance to Schedule A of this agreement;
  • Receive updates to the IMgateway.net content on a regular basis, minimum every six months for monographs and bi-weekly for news and articles; and
  • Provide IMgateway.net content to its users specified in Schedule A of this agreement.
  1. SERVICES
  • The Client will be provided access (via web authentication) to the online database contained inIMgateway.net;
  • An online ‘contact us’ page and technical phone support service will be provided to the Client.
D.SERVICE AVAILABILITY

UnityHealth shall use reasonable endeavours to provide continuing availability of the IMgateway Server and the Services, and the Client permits a minimum service availability performance level of no more than two hours downtime per month, during normal business hours[CEO1], Monday to Friday, 9am to 5pm, for any service interruptions and downtimes.

UnityHealth shall not, in any event, be liable for Service interruptions or down time of the IMgateway Server.

E.INDEMNITY AND WARRANTY

The Licensee agrees to indemnify, defend and hold the Publisher harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any claim or legal action taken against the Publisher related to or in any way connected with any use of the Licensed Materials by the Licensee or Authorised Users or any failure by the Licensee to perform its obligations in relation to this Licence, provided that nothing in this Licence shall make the Licensee liable for breach of the terms of the Licence by any Authorised User provided that the Licensee did not cause, knowingly assist or condone the continuation of such breach to continue after becoming aware of an actual breach having occurred.

F.TERMINATION

UnityHealth may terminate this agreement forthwith if the Client fails to pay any sums due to UnityHealth as they fall due.

UnityHealth may terminate this agreement immediately if the Client, as a company, go into insolvent liquidation.

If the Client wishes to terminate or cancel this agreement with UnityHealth, the Client must do so by writing to UnityHealth, PO Box 470, Kew, Victoria 3101. UnityHealth will not accept verbal instructions to terminate this agreement.

In the event that this agreement is terminated, for any reason, except that (i) UnityHealth go into insolvent liquidation or (ii) UnityHealth fails to comply with the ‘minimum service availability performance level’ stated in clause D of this agreement, the Client will be liable to pay UnityHealth any sums not yet paid of the total license fee shown in Schedule A, whether these outstanding amounts have been invoiced or not. On receipt of the Client’s cancellation request, UnityHealth will cancel this agreement and if this termination is prior to the license period stated in Schedule A, UnityHealth will issue an invoice for an amount which sums the difference between the total license fee stated in Schedule A and the fees paid by the Client to date. There are no refunds or credits.

G.PAYMENT

The Client will enter a site license agreement for the total licensefee and period specified in Schedule A.

All charges payable by the Client to UnityHealth shall be in accordance with this agreement and shall be due and payable within fourteen (30)[CEO2] days of receipt of invoice.

The provision by UnityHealth Services is contingent upon UnityHealth having received payment from the Clien[CEO3]t in respect of the relevant Services. Without prejudice to UnityHealth other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, UnityHealth reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to the Client and terminate this agreement according to clause F of this document.

H.EXCLUSION AND LIMITATION OF LIABILITY

To the full extent permitted by law UnityHealth hereby exclude all conditions and warranties not expressly set out herein. Except as specifically set forth elsewhere in this agreement.

UnityHealth’s total aggregate liability to the Client for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the license fees paid by the Client in respect of the Services which are the subject of any such claim and provided that the Client notify UnityHealth of any such claim within one year of it arising.

In no event shall UnityHealth be liable to the Client for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever, except that the Client shall be entitled to damages and costs in the event of UnityHealth breaching its warranty contained in Clause E above.[CEO4]

I.CONFIDENTIALITY
  1. By virtue of this agreement, the parties may have access to information that is confidential to one another (‘Confidential Information”). Confidential information shall be limited to all information clearly marked as confidential or is confidential by operation of law, software and documentation, and the provisions of this agreement.

A party’s Confidential Information shall not include information which: (a) is or becomes apart of the public domain through no act or omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party without breach of the agreement.

  1. The parties agree to hold each others Confidential Information i[CEO5]n confidence. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of this agreement.
  1. Upon termination of this agreement, each party shall immediately return the Confidential Information of the other party or shall certify in writing signed by its authorised representative that the Confidential Information of the other party has been destroyed.
J.NOTICES

Except where expressly provided otherwise, any notice to be given by either party to the other, may be sent by either email, fax, post or courier to the address appearing in this agreement or ancillary application forms or other addresses one party may from time to time have communicated to the other, in writing. If sent by email the notice shall, unless the contrary is proved, be deemed to be received on the day it was sent or if sent by fax, shall be deemed to be served on receipt of an error free transmission report, or if sent by post or courier, shall be deemed to be served two days [CEO6]following the date of posting.

K.SEVERABILITY
If any clause of these terms and conditions is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable wording shall be deemed to be omitted.
L.ASSIGNMENT
The Services included in this agreement is for the Client use only as specified in Schedule A, and the Client is not permitted to transfer this agreement to any other party without the Client giving UnityHealth notice in the form required (setting out the details of the assignee) accompanied by payment of any transfer fee specified by UnityHealth. No other method of transfer by the Client is permitted.
M.CHANGE TO TERMS ON RENEWAL
By mutual agreement, both parties may agree to change the terms and conditions of this Agreement
at any time.
N.ENTIRE AGREEMENT,GOVERNING LAW

These terms and conditions constitute the entire agreement between UnityHealth and the Client, and supersede all prior agreements, understandings and representations whether oral or written. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. Except as provided above, no variation may be made to the contract unless it is in writing and signed by authorised representatives of the Client and UnityHealth.

This agreement shall be governed by the laws in force in the state of Victoria, Australia. Both parties hereby submit to the exclusive jurisdiction of the Courts of that State.

O.TERM OF SITE LICENSE AGREEMENT

The agreement will be for a license period specified in Schedule A, after which time both parties may renegotiate the terms of this agreement.

DATED this day of 2010.

SIGNED for and on behalf of UnityHealth Pty Ltd

by its authorised Officer:

______

Peter De Lorenzo, Director

SIGNED for and on behalf of

the Client by its authorised Officer.

______

Authorised Officer

SCHEDULE A

License: IMgateway.net Electronic Content Services user site license

Client:

Users:

Current members of the faculty and other staff of the Licensee (whether on a permanent, temporary, contract or visiting basis) and individuals who are currently studying at the Licensee’s institution, who are permitted to access the Secure Network from within the Library Premises or from such other places where Authorised Users work or study (including but not limited to Authorised Users’ offices and homes, halls of residence and student dormitories) and who have been issued by the Licensee with a password or other authentication together with other persons who are permitted to use the Licensee’s library or information service and access the Secure Network but only from computer terminals within the Library Premises.

IMgateway Modules licensed for use:

IMgateway ‘Professional Only’ content suite referred to on the website as the ‘Reference Database’, specified by the databases of scientific monographs for Conditions, Herbs, Supplements, Drugs, Interactions, Depletions (nutrient depletions by drug) and Treatments (range of complementary medicines and therapies).

IMgateway ‘Consumer’ content suite is available via practitioners only [CEO7]and is based from the same level of evidence and edited according to consumer language and in the form of patient information sheets. A license to access this consumer content by members of the public can be discussed separate to this agreement.

The above Professional and Consumer Editions of the electronic content also include regular news articles in the field of complementary medicine and cross-referenced databases for:

/ Conditions by Organ and Body System
Lists the major body and organ systems and the conditions that affect each / / Interactions by Drug
Lists generic prescription drugs and the herbs and supplements that may interact with them
/ Conditions by Signs and Symptoms
Lists common signs and symptoms and the conditions that could be causing them / / Interactions by Herb or Supplement
Lists herbs and supplements and the generic drugs that may interact with them, researched by the University of Sydney
/ Herbs & Supplements by Uses
Lists medical conditions and symptoms and the herbs and supplements that can be used to treat them / / Depletions by Drug
Lists generic drugs and the nutrients they may deplete in the body
/ Integration with the MIMS drug database, when available / / Complementary Medicines by Brand or Category
Lists branded products and their active ingredients via an online search

License Period:

Total License Fee:

Deposit Fee:

Tiered Pricing:

The above amounts are in Australian dollars and exclusive of Goods and Services Tax.

IMgateway License AgreementPage 1 of 5October 11, 2018

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