Client Terms and Conditions – Vively Health Pty Ltd

Last Updated - 15th August 2022

These Terms and Conditions apply to services (“Services”) supplied to you by Vively Health Pty Ltd (“Vively” / “Us” / “We” / “Our”).

These Terms and Conditions form a contract between you and us, along with:

• our current price list; and
• any other terms and conditions expressly communicated by us and accepted by you in relation to the Services.

We reserve the right to amend these Terms and Conditions and will notify you of any changes from time to time.

IF YOU ARE NOT WILLING TO BE OR CANNOT BE BOUND BY ALL OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE FOLLOWING AGREEMENT AND ACKNOWLEDGEMENT, THEN DO NOT ACCESS, BROWSE OR USE THE SERVICES. MOREOVER, VIVELY DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS, BROWSE OR THE SERVICES WITHOUT YOUR WILLINGNESS AND ABILITY TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT ABIDE BY THE PROVISIONS OF THESE TERMS & CONDITIONS, EXCEPT AS WE MAY OTHERWISE PROVIDE FROM TIME TO TIME, YOU AGREE THAT WE MAY IMMEDIATELY DEACTIVATE OR DELETE YOUR USER ACCOUNT AND ALL RELATED INFORMATION AND FILES IN YOUR USER ACCOUNT AND/OR RESTRICT ANY FURTHER ACCESS TO SUCH INFORMATION AND/OR FILES, OR OUR SERVICES, WITH OR WITHOUT NOTICE.

You are urged and advised to seek the advice of a physician or a medical professional with any questions you may have regarding your health before beginning any weight loss effort regimen, physical activities or any other plans that may be referenced, discussed or offered under the Services. If you are being treated for an illness, taking prescription medication or following a therapeutic diet to treat a disease, it is especially urged to consult with your physician or GP before using the Services. You represent to us (which representation shall be deemed to be made each time you use the Services), that you are not using the Services or participating in any of the activities offered by the Services for purpose of seeking medical attention. You further agree that, before using the services, you shall consult your physician, particularly if you are at risk for problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Services that is inconsistent with the medical advice from your physician, you should follow the advice of your physician.

You must exercise caution, good sense and sound judgment in using the Services. You are prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against you. Vively will investigate any alleged or suspected violations and if a criminal violation is suspected, we may contact and/or cooperate with law enforcement agencies in their investigations.

Eligibility

We do not permit individuals under 18 years of age to become registered users of our Services. By using the Services, you represent and warrant that you are at least 18 years of age and have the right, authority and capacity to enter into these Terms & Conditions and to abide by the terms and conditions of these Terms & Conditions.

Due to the physiological sensitivity that occurs with pregnancy and our inability to provide collaborative care with physicians/other medical professionals, individuals who are pregnant will be unable to use our Services.

Subscription Fees and Payment

The Vively on-demand care team and lifestyle medicine plans are accessed via a subscription model.

We begin with an online assessment which we review and use as a basis for an initial personalised lifestyle medicine plan. Depending on your subscription you may receive access to such things as: an on-demand holistic healthcare team for online consultations; at home testing kits; Continuous Glucose Monitors; data and insights.

You agree to pay for the cost of your Services in full, in accordance with our price list and your chosen subscription.

If at any time you select items not included as part of your subscription (such as online consultations, medicine, supplements, and tests) this will be at an additional cost to the subscription fees.

For more information in relation to subscription packages and fees, refer to our website: https://www.vively.com.au

Your user account

The Services are only accessible if you login using your username and password. You must not provide or reveal your login details to any other person.
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You are responsible for protecting the security and privacy of your login details and must notify us immediately in the event they are lost or if you know of or suspect any unauthorised use. You are solely responsible for all activity that occurs under your account.

Your conduct

You must not:

• use the website for any purpose other than to receive the Services;
• use the Vively website in breach of any applicable laws or for any unlawful, illegitimate or fraudulent purpose;
• use the website to abuse, harass, stalk, threaten or cause harm or offence to others; or
• do anything which would (or would be reasonably likely to) damage, unduly burden, disrupt access to or interfere with the proper operation of the website.

Intellectual property

Our website, and any content made available on or through it (“Intellectual Property”) is owned or licensed by Vively.

You may access and download the material on our website to the extent necessary as part of the Services. You must not otherwise copy, replicate, distribute, republish, reproduce, alter, modify, translate, adapt, create derivative works, perform, publicly display or otherwise exploit such Intellectual Property in whole or in part, without our written permission.

You must not link to, frame or mirror any part of the website without our express written authorisation.

You acknowledge that we may make changes to any part of our website or its content from time to time.

User Content

You grant to us a worldwide, irrevocable, non-exclusive, royalty free licence to use, reproduce, adapt, publish, translate and distribute any material (including text, data, images and audio-visual) that you upload to our website (“Content”). You also grant us the right to sub-license our rights in respect of your Content.

You must not submit any Content that is illegal or unlawful, infringes any third party's legal rights, or is capable of giving rise to legal proceedings whether against you or us or a third party.

Links and third party information

Links and third party information available on or via our website is not supplied, maintained or operated by Vively. To the maximum extent permitted by law, we do not represent or warrant such links or information to be accurate, adequate, correct, up to date, suitable, legal, of a particular quality, or complete. Vively disclaims all liability in respect of all third party links and information.

The inclusion of third party links and information on our website does not imply or constitute our endorsement of, or acceptance of responsibility for, the same.

Health Insurance Cover and Rebates

If you have private health insurance, you may be eligible for a rebate on the cost of the Services from the insurer. Your policy terms, and the level of rebate, is a matter between you and your insurer. Failure of your insurer to provide you with any rebate is a matter between you and your insurer and does not constitute grounds for delaying or failing to pay for your Services.

Vively makes no representation or warranty regarding any benefits, payments or reimbursements which you may be entitled to from your insurer.

Discontinuation and termination of Services

Once you commence Services you agree to accept all responsibility for following them through to completion.

Should you wish to cease the Services for any reason:

• fees will not be refunded or waived; and
• we accept no responsibility for the impact on your health due to the Services not being completed.

We may terminate, disable, block or limit your access to or use of Vively’s website (including by the removal of your Content) at any time if, in our absolute discretion, we consider that you have misused the website or are in breach of these Terms and Conditions.

Privacy

We are committed to the Australian Privacy Principles contained in the Privacy Act 1988 (Cth). We may collect, use and disclose various personal information about you for the purposes of providing the Services to you. Our privacy policy is available at: https://new-vively.webflow.io/privacy-security

‍By agreeing to receive the Services you consent to us sharing your personal information (which may include sensitive health information) with third parties, business associates, or affiliates for the purpose of us providing the Services to you.

You acknowledge and agree that ‘Vively’ is an online platform. As such, the Services necessarily may involve the disclosure of your personal information to overseas locations.

We use cookies to personalise and enhance your experience on our website and improve the delivery of content to you.

Disputes

If at any time you have a complaint or believe that a dispute has arisen with us in relation to the Services, you must notify us, and work with us in good faith to seek to resolve the matter.

Limitation of liability

To the extent permitted by law, you agree to release us from and indemnify us and hold us harmless against all costs, losses, expenses, claims, liabilities and damages incurred by you or any third party arising out of your use of our website and/or the Services.

You agree to accept all liability for any:

• breach;
• negligence; or
• fraudulent or dishonest conduct,

by you or any person using your login details.

Vively’s website is a technological platform which facilitates communication between patients and health practitioners. Whilst we have taken steps to ensure that each practitioner is suitably qualified, skilled and trained, we do not make any representation or warranty about their qualifications, skill or suitability. You release us from liability in respect of any and all acts, omissions or defaults (whether negligent or otherwise) of any practitioner or other third party with whom you come into contact through our website or in the course of the Services.

The services provided by the health professionals are not medical, mental health or any other type of health service. The services provided by the health professionals is not psychotherapy or mental health counselling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. Vively cannot substitute for, and is not an alternative to, medical, psychiatric, psychological, psychotherapy or other healthcare diagnosis and treatment when a medical or mental health condition or illness is present. You are advised to seek diagnosis, treatment and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists and other licensed healthcare and mental health professionals.

Access to our website is solely at your own risk. We do not warrant that any information, data, software or other material accessible from our website is free of computer viruses, Trojan horses, worms, or other computer programs, code or other harmful components. You must ensure that the device used to access the Platform is protected by up-to-date anti-virus software.

Consent to receive Services

You acknowledge that the Services have been explained to you and are understood by you.

You consent to receive the Services on the following bases.

• Our model is three-fold: Vively provides a continuous glucose monitoring system that tracks the User’s blood glucose through a flexible filament. Thereby, the Service helps the User to understand the basics of the User’s metabolic health by providing metrics on how, e.g., exercising and diet may affect to the User’s blood glucose levels, which is solely for the purposes of education and does not constitute, and should not be interpreted as, medical advice or opinion. Vively also provides a personalised lifestyle medicine plan, including a range of informational programs, which is solely for the purposes of education and does not constitute, and should not be interpreted as, medical advice or opinion. Vively also provides access to a range of holistic healthcare professionals that can be consulted on a 1:1 basis via telehealth. Vively specifically focuses on health conditions that are non-life threatening and/or non-urgent. In urgent or emergency medical situations you should contact emergency services (dial 000) immediately.
• We are not a replacement for your primary care doctor or GP. We encourage follow-up visit with your primary GP or other medical professional to help facilitate proper management of your health.
• The duration of the Services will vary depending on your particular health condition and chosen subscription period.
• Whilst we believe the Services are likely to be effective, we cannot guarantee results or successful outcomes. The Services are a new model of care and as such we will collect data from you and other patients, to measure results achieved by our patients over time.
• We do not warrant or represent to you that the Services are suitable for you.
• In some cases, an online service may not be an appropriate substitute for an “in person” consultation with appropriate medical and health professionals.
• To maximise the efficacy of the Services, and the prospects of a successful outcome, you agree to engage as best as possible with the lifestyle medicine plan we prepare for you. All information that you provide to us must be complete and accurate.
• Where we provide specific clinical information to you about your Services, that information will prevail to the extent it differs from any other information of a more general nature that you may have received prior. For the avoidance of doubt, all the information and instructions provided on our website prior to you receiving the Services is of a general nature only.
• If you are under the age of 18, we require the consent of your parent or guardian who must provide proper supervision in relation to both the provision of information to Vively and the use of the Services.

We will keep you fully informed throughout the Services, and ensure that we have adequate consent from you at each stage of the Services. You may withdraw your consent at any time by contacting us and deactivating your account.

Acceptance of these Terms and Conditions

If you have any questions about the Services or these Terms and Conditions, we encourage you to contact us as soon as possible.