AORTA, VISS, Smile Geni, Dental Lab Link and Virtual Mentorship Terms and Conditions

Parties

AORTA means Aesthetic Ortho and Restorative Training Academy Australia (ABN 57 609 411 190) of 15/37-39 Albert Road, Melbourne, Vic 3004, contactable on info@aortaaustralia.com.au.

Customer means you, the person using AORTA’s education and or dental lab services via Web Service, Digital services and AI driven services.

Software means, our products like online website education portal, online education library, Virtual Interdisciplinary smile simulator, Dental Lab Link, Virtual Mentorship, Smile Geni, through our software IP and  artificial intelligence and human verifiers helps users of the Software ( Users) identify dental and facial aesthetic enhancements and improvements through multidisciplinary dentistry treatment options to enhance visual inform consent and communication between the dentists and their patients.

• Background

Capitalised words and phrases are defined in the section of the document entitled “Definitions”.

• AORTA owns and operates the Web Service, and or digital platforms and or AI services.
• AORTA will provide the Web Service to Customer on the terms and conditions of the Agreement.

It is agreed as follows:

1. Agreement Creation

Customer agrees to the terms of the Agreement by:

• using the signup procedure on the Web Service and or digital platforms; or
• their continued use of the Web Service.

2. Supply of Web Services

• AORTA will provide the Web Services to Customers in accordance with the Agreement.
• The parties agree and acknowledge that the Web Services are intended for the continuing professional education of dental practitioners, and do not constitute either:
• professional advice;
• medical advice; or
• the provision of dental services to any individual.
• If Customer constitutes more than one party, each party will be held jointly and severally liable for the obligations of Customer under the Agreement.

3. Agreement length

• The Agreement will apply for an initial term of 1 month, and then continue to renew automatically on a rolling basis for further 1 month terms.
• The Agreement will not automatically renew for another 1 month term if a party to the Agreement gives the other party 14 days written notice.
• In case of such notice the Agreement will continue to the end of the monthly term during which the 14 day notice period expires (clause 3(b) above), but will not roll over for a new term.

4. Payment obligation

• Customer will pay AORTA the amount specified on the Website in exchange for the Web  Services.

5. Payment calculation and methods

• On the Website, AORTA will specify a price, payment terms and a payment mechanism for the Web Service.

• Customer will pay the price specified on the Website in accordance with the payment terms specified on the Website.
• Customer will pay the price specified on the Website using the payment mechanism specified for the Web Service on the Website.
• Where the price specified on the Website is a periodic charge associated with a monthly or annually renewing term, the parties agree and acknowledge that that price is subject to change. Such changes in price will be notified to the Customer on the Website.  Customer authorises AORTA to automatically charge Customer the specified price at the beginning of each renewing term.

6. Payment failure

• If Customer fails to pay any amount due under the Agreement on time, AORTA may immediately, at its discretion charge Customer interest on the overdue amount at an interest rate equal to the ATO GIC Rate at https://www.ato.gov.au/Rates/General-interest-charge-(GIC)-rates/.
• If payment is overdue, AORTA may suspend the provision of the Web Service to Customer until the overdue payment is received.

7. Customer Warranties

Customer represents and warrants that:

• Customer is a dental health professional or an entity which provides dental health services;
• Customer has a current AHPRA registration;
• Customer possesses all insurance policies required by law;
• Customer possesses all radiation licences required by law;
• Customer is not currently involved with any litigation with respect to any dental practice the Customer is involved with;
• Customer is not involved with any disciplinary proceedings (current or pending) by the Dental Board;
• Customer is competent to, and legally permitted to, practice dentistry; and
• where the Customer constitutes more than one individual, that the party entering the Agreement has all necessary authority to enter into the Agreement.
• Customer agrees to promptly notify AORTA if any changes occur to Customer’s circumstances with respect to these warranties.

8. Intellectual property

• If Customer obtains any interest in the New IP, Customer Transfers Intellectual Property Ownership in the New IP to AORTA.
• AORTA grants a licence to Customer to the New IP and the Background IP as described in the table below.

Topic	Condition
Parties	AORTA grants to Customer
Type	Restricted Licence
Location	Australia
Period	For the duration of the Agreement
Purpose	For the purposes of receiving the Web Service

9. Confidentiality

Both AORTA and Customer will Keep Secret the Confidential Information of the other party perpetually and use it only for providing or receiving the Web Service. The parties may, however, disclose Confidential Information to:

• sub-contractors that work with the parties to fulfil obligations under the Agreement;
• insurers; and
• debt collectors (if a debt under the Agreement is due).

The parties will use best endeavours to ensure third party recipients keep the Confidential Information secret.

Upon termination of the Agreement, each party must return, or at the discretion of the other party, delete or destroy all Confidential Information in its possession or control, except where that party is required to maintain records of the Confidential Information by any applicable law or regulatory requirement.

10. Information Provided

• To the extent allowable by law, AORTA does not represent or warrant that any Information it provides as part of the Web Service is complete or correct.
• Customer agrees that it should verify any Information before using or relying on it in any way, and that no Information provided is clinical advice.
• AORTA may change the Information at its discretion without any warning or notification to the Customer.
• To the extent that Information concerns third parties, Customer agrees that AORTA does not endorse the third party (or its products and services) in any way.
• The Customer agrees that no Information provided by AORTA should be taken as medical, dental or health care advice.

11. Nature of Information Provided

• Customer agrees that AORTA has no relationship (including professional duties) with any of Customer’s patients.
• AORTA will respond to requests for information by Customer at its discretion with no guaranteed response times.
• The parties agree that:
  • no information provided by AORTA will be construed as supervisory in nature; and
  • the Customer is solely responsible for the use of the information communicated by AORTA.
• Customer agrees not to use any of the Information out of compliance with the requirements (including best practice, policy and legal requirements) of the Dental Board.

12. Other Agreements

To the extent that Customer uses the Web Service to order:

• laboratory goods and services; or
• Seminar Services, or consulting services, from AORTA, the provision of these goods and services are subject to the terms and conditions outlined in:
  • in the case of laboratory goods and services, the Laboratory Agreement, available at https://aortaaustralia.com.au/laboratory-supply-agreement/; and
  • in the case of Seminar Services, or consulting services, the Consulting Agreement, available at https://aortaaustralia.com.au/consulting-terms/.

13. Privacy

• Customer is responsible for its own and its personnel’s compliance with privacy law.
• In handling Personal Information in connection with the Web Service, Customer agrees to provide reasonable assistance to AORTA in meeting its obligations under privacy law including obligations regarding data security, privacy notifications, data deletion, and access by individuals to their Personal Information.
• In handling Personal Information in connection with the Web Service, Customer must comply (and ensure its personnel comply) with:
  • AORTA’s privacy policy available at https://aortaaustralia.com.au/privacy-policy/;
  • applicable professional ethics standards or rules, including AHPRA and ADA rules or standards relating to confidentiality or privacy;
  • AORTA’s reasonable privacy compliance and security procedures notified to Customer from time to time; and
  • privacy law.

• Customer must not disclose any Sensitive Information of any individual to AORTA without first obtaining the informed written consent of the individual.
• If AORTA prescribes a form for obtaining such consent, Customer must obtain consent in the form at Schedule 2 to this document.
• Customer must keep a record of the consent in relation to any patient whose information it discloses to AORTA, and provide that record to AORTA on request.
• Customer must include in its privacy policy a statement that it may disclose patient information to AORTA for support and training services.
• Customer must immediately notify AORTA if it becomes aware of any:
  • inquiry or complaint regarding privacy by any individual;
  • breach of Customer’s privacy obligations under the Agreement;
  • unauthorised disclosure of, or access to, Personal Information;
  • disclosure or data breach of Personal Information; or
  • investigation by the Office of the Australian Information Commissioner or another government agency,

• Unless expressly stated otherwise, we are the sole owner of all data, records, works,  copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the Software (not including any third party apps or websites), whether or not you contribute to such material.
• To the extent that it is not covered by the above paragraph, we are the sole owner of any data, records, works or other information created as a result of artificial intelligence, machine learning algorithms or otherwise by the Software.
• Except to the extent permitted by the ‘Limited Licence’ in these Terms below, or as required under law, the Software must not be accessed, used, republished, reproduced, copied, sold, modified, or otherwise exploited (in full or in part), without our express written consent.
  • Limited Licence (Dentist Users)

If you are a dentist or dental practice user ( Dentist User) we grant you a limited, revocable, and non-exclusive licence to access and use the Software (Limited Licence). The rights granted to Dentist Users by the Limited Licence are personal, and are intended to allow you to access and use the Software for the purposes of assisting a health professional to identify dental pathologies and communicating a health professional’s treatment plan to the patient. Dentist Users must not access or use the Software for any other purpose, including commercial purposes.

• Use of the Software

Customer/clinician acknowledges and agree that:

• The Software (Smile geni, VISS, DLL…) facilitates the provision of information to the treating health professional that may assist the treating health professional in their own professional practise;
• The Software is not be used as a substitute for an assessment, diagnosis and treatment by a health professional;
• The Software does not replace, take on or detract from any of the professional responsibilities and/or duties of a health professional or practice;
• You are responsible for assessing the accuracy of the information provided by the Software;
• You use the Software and the information provided to you through the Software at your own risk.
• You must not make any part of the Software available as part of another application, software or website in any manner without our express written consent.
• Our Software facilitates communication with patients and dentists. You must ensure that any information entered into the Software is true and accurate. You are responsible for any communication made through the Software.
• You must not use any device, application, other software, item or equipment, or take any action, which does or may affect the operation of the Software.

• Accounts   (via DLL, VM,VISS, Smile Geni)
  •  If you create an account with the Software ( Account), you are responsible for any activities of that Account and maintaining the security of the Account.
  • If you create an Account for any person/s other than you, you warrant that you have obtained such person’s prior consent to create an Account for them and to provide their personal information via the Software for this purpose. 
  • If you suspect your Account may be vulnerable to or has been subject to unauthorised use you must notify us immediately.
• Patient users
  • The Software also provides patients ( Patients) with a more convenient, transparent and accessible healthcare experience. Our contact with Patients is limited to providing the patient with a report (Report) of their proposed treatment plan and developing a Patient profile to assist health professionals determine future treatments.
  • We are not providing a health service to Patients.
  •   You acknowledge that we are not responsible for any health services or advice provided by any health professional and we do not make any representations about their expertise or the suitability of any services or advice provided, or not provided.   
  • The Report is prepared by the health professional. The health professional is independent from AORTA.  We do not make any warranties or representation regarding the quality or accuracy of the information provided in the Report.
  •  If you are a Patient, the Software enables you to communicate with your treating health professional or practice, and vice versa.
  • If you provide information to a third party through the Software (whether you are a Patient or any other User), we are in no way responsible nor liable to you for any third party’s handling of your personal information.  Before you provide your information to any third party, you should familiarise yourself with any privacy policies of that third party.
• Third party information
  •  We may provide links to or information from third party applications or websites through the Software ( Third Party Information).  We do not endorse, and we are in no way responsible nor liable for the content of any Third Party Information.  Further, we do not claim that any Third Party Information is accurate.
  • You are responsible for assessing the relevance and accuracy of the Third Party Information.   Linked third party applications or websites may have their own terms and conditions of use, and you should familiarise yourself with those terms and conditions when using such third party applications or websites.

14. AORTA claim limits

The amount Customer can claim from AORTA in relation to the Agreement and Web Service (including for any Example Limitation Risks) is Limited To The Legal Minimum.

15. Customer covering AORTA costs

Customer will Cover All Costs of AORTA arising from the Example Limitation Risks, to the extent such losses are caused by the conduct of Customer.

16. Termination

• Agreement can be terminated immediately by AORTA if Customer breaches the Agreement.
• Agreement can be terminated immediately by AORTA if the Customer becomes insolvent.

17. Suspension of Services

AORTA may suspend the delivery of the Web Service, under this Agreement or any other goods and services under a Related Agreement if:

• Customer breaches this Agreement;
• Customer breaches any Related Agreement; or
• Any Related Agreement is terminated,

until such a time as any such breach is remedied to the satisfaction of AORTA in their sole and absolute discretion.

18. Inconsistency with Web Service

This document will take precedence over the Web Service to the full extent of any inconsistency between those documents.

19. Digital accounts

• Customer agrees to:
  • keep details used to access the Account secure and private; and
  • notify AORTA in the event that the Account’s security is compromised in any way.
• Customer agrees that it will be responsible for the Account’s activity, even if the Account is used in an unauthorised way by any other person.

20. Agreement changes

• AORTA may change the Agreement by notifying Customer in writing or by email with 7 days’ notice.
• If Customer does not agree to the Agreement changes, Customer must cease using the Web Service.

21. End of Agreement

• Governing law

The governing law of the Agreement will be Victoria, and the parties agree that this state will be the exclusive jurisdiction for any proceedings under the Agreement.

• Communications

The parties may send Communications to other Agreement parties using either:

• the email addresses listed in the party details section of the Agreement; or
• the email address used by Customer to sign up for the Service.
• Taxes
  • Customer will be liable for all duties and taxes connected with the Agreement.
  • Customer will be liable for taxes incurred under GST Law.
• Independence

The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.

• Retrospectivity

The Agreement will apply retrospectively to anything (and any Indemnifier) provided by AORTA to Customer within the scope of the Agreement prior to the commencement of the Agreement, unless the parties agree otherwise in writing.

• Agreement technicalities

The parties agree to:

• the Boilerplate Provisions; and
• the Interpretation Principles.

Definitions

1. Account

means the digital account used by Customer to access the Web Service on the Website.

2. Agreement, Agreements

means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.

3. Associate

means:

• in respect of a natural person:
  • a spouse, child, sibling or parent of the person; or
  • a trustee of a trust estate where the natural person or spouse, child, sibling or parent of the person is (directly, or indirectly) a beneficiary under the trust.
• in respect of a company:
  • a directory or secretary of a company;
  • an associate (as defined in (a) above) of a director or secretary of the company;
  • a related body corporate of the company (as defined in the Corporations Act); or
  • a company that customarily acts in accordance with the wishes of a director or secretary of the company.

4. Background IP

means the intellectual property rights owned by AORTA:

• prior to the application of the Agreement; or
• created by AORTA outside the scope of the Agreement.

5. Boilerplate Provisions

The following sections apply to the Agreement.

• Further assurances

The parties agree to do everything required to give full effect to the Agreement.

• Entire agreement

The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.

• Electronic signature

The Agreement may be executed or entered into electronically.

• Counterparts

The documents constituting the Agreement may be executed in multiple counterparts.  The counterparts will be read as one legal document.

• Waiver

No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.

• Severance

Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.

• Binding on successors

The Agreement is binding on each party’s successors and permitted assigns.

• Agreement expenses

The parties will cover their own expenses in preparing the Agreement documents.

6. Communication

Communication means any contractual communication in connection with the Agreement.

7. Compulsory Conditions

Compulsory Conditions means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the Competition and Consumer Act 2010 (Cth)).

8. Confidential Information

Confidential Information means all information:

• disclosed by a disclosing party to recipient party; or
• which otherwise becomes to be known by the recipient party,
• that could reasonably be regarded as confidential to the disclosing party, and includes information relating to:

• technology, processes, products, inventions or designs used or developed by a disclosing party;
• trade secrets and know-how;
• customer lists and customer data; and
• commercially sensitive information.

9. Consequential Loss

Consequential Losses means any kind of consequential, special, incidental or indirect loss, including loss of profits, loss of revenue, expenses incurred, pure economic loss, loss of opportunity and any kind of punitive or exemplary loss or damages.

10. Consulting Agreement

Consulting Agreement means any Agreement between Customer and AORTA describing the terms under which AORTA supplies consulting and training services to Customer available at https://aortaaustralia.com.au/consulting-terms/.

11. Contractor Agreement

Contractor Agreement means any Agreement between Customer and a dentist related to AORTA, describing the terms under which the dentist delivers clinical services to patients at the premise of the Customer (if extant).

12. Contributed IP

Contributed IP means:

• the intellectual property rights owned by Customer prior to the creation of the Agreement; and
• the intellectual property rights created by Customer, or provided by Customer to AORTA, in the course of AORTA delivering the Web Service

13. Cover All Costs

• Application of Indemnity
  • These indemnities are subject to the application of any Compulsory Conditions.
  • To the fullest extent permitted by the law, the indemnifying party indemnifies the indemnified party and its directors, employees, agents and assigns, for all Costs suffered by them in connection with each of the indemnity subjects.
• Scope of Indemnity
  • The indemnified party must use reasonable endeavours to mitigate any Cost that arises that is subject to these indemnities.
  • These indemnities will not apply to Costs that are the subject of an indemnity exception, to the extent of that indemnity exception.
• Separate indemnities

Each indemnity subject described in the clause will give rise to a separate indemnity in relation to that indemnity subject on the terms and conditions in this definition.

• Indemnity details

These indemnities:

• will survive the termination of the Agreement; and
• will be additional to any contractual damages that the indemnified party might otherwise be entitled to claim.

Unless otherwise stated in the clause, the indemnified party may make a claim under these indemnities before any liability is crystallised, loss sustained or cost incurred.

14. Dental Board

means the Dental Board of Australia (https://www.dentalboard.gov.au)

15. Example Limitation Risk

Example Limitation Risks means any liabilities arising from the risks described below.

Risks from advice, including:

• any fault or reliance connected with Information;
• reliance on advice or opinions in whatever form;
• incorrect technical advice or data; and
• failure to provide correct information.

Risks from data, including:

• breaches of privacy or data protection law;
• breach of any law in connection with spam;
• any privacy request, inquiry, investigation, complaint or enforcement procedure;
• third party loss from the storage of third party data; and
• an individual pursuing a right under privacy or data protection law connected with conduct, by Indemnifier in connection with the Agreement and Web Services.

Risks from software and network, including:

• digital security issues like software vulnerabilities and malware connected with conduct;
• inaccessibility of software or a network connected with conduct; and
• the use of software for unlawful conduct, by Indemnifier in connection with the Agreement and Web Services.

Risks from intellectual property, including:

• infringement of third party intellectual property; and
• any third party claim or legal action for intellectual property infringement connected with conduct, by Indemnifier in connection with the Agreement and Web Services.

Risks from people and property, including:

• death or injury connected with conduct; and
• property damage connected with conduct, by Indemnifier in connection with the Agreement and Web Services.

Risks from the Agreement, including:

• negligence;
• third party reliance on the Agreement and Web Services resulting from conduct;
• any act or omission;
• delays; and
• breaches, by Indemnifier in connection with the Agreement and Web Services.

16. Expansive Licence

• The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose. Unless otherwise specified in the clause the licence is:
  • irrevocable;
  • transferrable;
  • sub-licensable;
  • perpetual;
  • non-exclusive;
  • royalty free; and

• Where there is a licence exception, the licence of Intellectual Property Rights above will not apply to the subject of the licence exception.
• The licence granted above will be subject to any terms and conditions specified in the clause.
• The licensor warrants that the licensee’s legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.
• The licensor warrants that it will give and obtain any Moral Rights waivers and consents necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing Moral Rights.

17. GST Law

GST Laws means the A New Tax System (Goods and services Tax) Act 1999 (Cth).

18. Indemnifier

Indemnifier means the party or parties providing an indemnity under the clause using this definition, and if that is not applicable, the party or parties providing indemnities under the Agreement.

19. Information

Information means any information, opinion, communication or advice provided by AORTA during the provision of the Web Service.

20. Intellectual Property Rights

Intellectual Property Right means, with the exception of moral rights and other inalienable rights, all right, title and interest, in each of the following in Australia and throughout the world, whether registered, unregistered or pending registration, and whether conferred by statute, common law, equity or otherwise:

• copyright;
• trade marks;
• trade names, brand names or indications of source, appellation or origin;
• inventions including patents, utility patents, patent applications, utility patent applications, and utility models;
• circuit layout designs;
• registered or unregistered designs;
• rights in databases;
• topography rights;
• design rights;
• plant variety and plant breeder rights;
• domain name registrations;
• confidential information, trade secrets, and know how;
• any other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967;
• any application for the registration of any of the above, and any rights to make such an application;
• any right to take action to enforce any of the above rights; and
• any licence from a third party to use any of the above.

21. Interpretation Principles

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:

• Parties

For the parties to this document:

• a reference to a party includes that party’s permitted assigns, administrators, successors, executors, legal representatives and any novated party; and
• any reference to a trustee includes any substituted or additional trustee.
• Grammatical Forms

In this document grammatical forms shall be interpreted as follows:

• unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
• ‘including’, ‘includes’ or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
• where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
• headings are for convenience and will not affect interpretation;
• words in the singular will be taken to include the plural and also the opposite; and
• ‘$” means the Australian dollar.
• Document References

For other documents referenced by this document:

• a reference to a document will be to that document as updated, varied or amended;
• a document referenced by the Agreement will not take precedence over the referencing document;
• when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
• where a “URL” is mentioned, the non-operation of the “URL” will not render the rights and obligations associated with it invalid; and
• any referenced digital resource may be replaced with another digital resource that is a “copy” of the original resource.
• Rights and Obligations

In this document:

• a reference to a party’s conduct includes omissions as well as acts;
• if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
• where a party is required to do ‘anything necessary’, this includes executing agreements and other legal instruments.
• Definitions

For definitions in this document:

• defined terms begin with capital letters and are not legally effective except to the extent described below;
• where a definition contains rights and obligations, those rights and obligations will be incorporated by reference into the clause that uses the definition (referred to in the definition as ‘the clause’);
• parameters for rights and obligations described by a definition are indicated with text in italics;
• parameters in a definition inherit meaning from the equivalent concepts in a plain reading of the clause (including the defined term) using the definition; and
• where a definition refers to rights and obligations as `these` or `this`, it is referring to rights and obligations created by the use of the definition in a clause.

22. Keep Secret

• Obligation of confidentiality
  • The recipient party agrees to use the confidentiality subject solely for the confidentiality purpose.
  • The recipient party agrees to keep the confidentiality subject strictly confidential for the confidentiality period.
• Standard of confidentiality

The recipient party agrees to:

• use industry standard security techniques to prevent;
• immediately notify disclosing party of;
• comply with disclosing party’s reasonable instructions regarding; and
• use its best endeavours to mitigate the effects of,
• any unauthorised access to or use of the confidentiality subject for which The recipient party is responsible in whole or in part.

• Permitted disclosures
  • The recipient party may disclose the confidentiality subject to professional advisors, like lawyers or accountants, but only to the extent necessary for the confidentiality purpose.
  • The recipient party may disclose the confidentiality subject if it is, or subsequently comes to be, publicly known through no fault, act, or omission on the part of The recipient party;
  • The recipient party is also permitted to disclose the confidentiality subject if:
    • the disclosure is necessary in order to enforce the Agreement; or
    • the disclosure is required by law or a binding order of a government agency or court, but The recipient party must not make such a disclosure without first notifying the disclosing party and giving the disclosing party a reasonable opportunity to object to the disclosure.
  • The recipient party must comply with disclosing the party’s reasonable requests with regard to any permitted disclosure.
  • The recipient party must use reasonable endeavours to ensure any person receiving the confidentiality subject through a permitted disclosure will treat it confidentially, and under substantially the same obligations as these confidentiality obligations.
• Exceptions

Where there is a confidentiality exception, these confidentiality obligations will not apply to the extent of the confidentiality exception.

• Damages not an adequate remedy
  • The parties agree that:
    • the value of keeping the confidentiality subject confidential is difficult to assess; and
    • damages would not be an adequate remedy for the irreparable harm that would be caused by the recipient party’s breach of these confidentiality obligations.
  • If the recipient party actually breaches or threatens to breach these confidentiality obligations, the disclosing party will be entitled to enforce the recipient party’s confidentiality obligations by injunctive relief or specific performance, in addition to any other available remedy. The disclosing party will not be required to prove actual or special damage in order to do so.
• Mutual obligations

These confidentiality obligations may be mutual so that, if specified in the clause, each party to the Agreement may simultaneously be a disclosing party with respect to its own confidentiality subject and a The recipient party with respect to another party’s confidentiality subject.

23. Laboratory Agreement

Laboratory Agreement means any Agreement between Customer and AORTA, describing the terms under which AORTA supplies Laboratory Goods and associated services to Customer available at https://aortaaustralia.com.au/laboratory-supply-agreement/.

24. Limited To The Legal Minimum

The limited party deals with the limiting party in respect of the limitation subject at its own risk. To the fullest extent permitted by law, limiting party excludes all liability (including Consequential Loss) to limited party for any liabilities connected directly or indirectly with the limited party and limiting party dealings in relation to the limitation subject, including liabilities based on:

• contract law;
• tort law; or
• legislation,

and including liabilities caused by the limitation risks.

Where there is a limitation exception, this limitation of liability does not apply to the subject of the limitation exception.

• Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by limiting party to limited party under the Agreement.

• Implied Conditions

To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the limiting party and the limited party in respect of the limitation subject are excluded from the Agreement.

• Compulsory Conditions

To the fullest extent permitted by the law, limiting party’s liability to the limited party for breaching a Compulsory Condition in relation to the limitation subject is limited to:

• in a case where a breach is deemed to be a breach in respect of goods:
  • the replacement of the relevant goods or the supply of equivalent goods;
  • the repair of the relevant goods;
  • the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or
  • the payment of the cost of having the relevant goods repaired; and
• in a case where a breach is deemed to be a breach in respect of services:
  • the resupply of the relevant services; or
  • payment of a sum equal to the cost of resupplying the relevant services.

The limiting party will choose which of these options will apply.

25. Moral Right

Moral Rights means the rights commonly referred to as “moral rights”, such as the right of attribution, which are recognised in the jurisdiction of the Agreement.

26. New IP

New IP means the intellectual property rights created by AORTA for Customer under the Agreement, and does not include Background IP or Contributed IP.

27. Personal Information

Personal Information means any information that is categorised as ‘personal information’ or ‘personal data’ under privacy law, or is otherwise regulated by privacy law.

28. Related Agreement

Related Agreement means the:

• Laboratory Agreement;
• Contractor Agreement;
• Consulting Agreement; and
• any agreement between AORTA or an Associate of AORTA on one hand, and Customer or an Associate of Customer on the other.

29. Restricted Licence

• The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose. Unless otherwise specified in the clause the licence is:
  • revocable;
  • non-transferrable;
  • unsublicensable; and
  • non-exclusive.

• Where there is a licence exception, the licence of Intellectual Property Rights above will not apply to the subject of the licence exception.
• The licence granted above will be subject to the terms and conditions specified in the clause.
• The licensor warrants that the licensee’s legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.
• The licensor warrants that it will give and obtain any Moral Rights waivers and consents necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing Moral Rights.

30. Seminar Service

Seminar Services means educational and continuing professional development events hosted by AORTA.

31. Sensitive Information

Sensitive Information has the meaning given in the Privacy Act (1988) Cth.

32. Transfers Intellectual Property Ownership

• The assignor assigns all current and future Intellectual Property Rights in the transfer subject to assignee.
• The assignment is global unless the clause specifies a particular territory for the assignment, in which case the Intellectual Property Rights are assigned in that territory only.
• The assignor warrants and represents to assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the assignee’s legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
• The assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
• The assignor gives (and where it does not hold the relevant Moral Rights warrants that it will obtain) any Moral Rights waivers and consents necessary to ensure the assignee can deal in the Intellectual Property Rights in the transfer subject in accordance with this clause without infringing Moral Rights.
• Where there is a transfer exception, the transfer of Intellectual Property Rights and obligations in relation to Moral Rights in the subclauses above will not apply to the subject of the transfer exception.

33. Web Service

means the dental industry professional educational videos and other educational resources available to dental professionals on the Website, and does not include the Seminar Services.

34. Website

means the AORTA’s website https://aortaaustralia.com.au, being the same website on which the Web Services are also made available.