HeartWEB :: Terms & Conditions

Terms & Conditions

HEARTWEB EDUCATIONAL MATERIALS AND SOFTWARE
END USER LICENCE AGREEMENT

LAST UPDATED: [16/02/2012*]

Thank you for your interest in Heartweb Pty Ltd. Here is a summary of the End User Licence Agreement:

SUMMARY

Heartweb Pty Ltd (ABN 66 146 184 812) of, 245 Cardigan Street, Carlton, Victoria, 3053, Australia, (Heartweb), delivers on-line echocardiography and ultrasound education courses. Currently, Heartweb offers two separate courses:
- The Level 1 Course: Focuses on basic transthoracic echocardiography and surface ultrasound uses.
- The Level 2 Course: Focuses on diagnostic level knowledge base in valve assessment, complex cardiovascular pathology, and comprehensive reporting.
Each course consists of four subjects and to complete a course you need to successfully complete each of its subjects. Subjects are completed by passing on-line examinations and assessments as described on Heartweb's website.
Heartweb will provide you with certification for each subject and/or course that you successfully complete.
To enrol in a subject you must pay the applicable, non-refundable subject fee. Upon paying this subject fee, Heartweb will provide you with a licence to use, and access to, the educational materials and software relating to that subject. The educational materials and software are downloaded to your computer via an application, Air App, or alternatively provided to you by email or other means.
You may choose to pay for, and enrol in, one subject at a time, or multiple subjects, provided you meet the eligibility criteria set out below.
Your use of the educational materials and software provided by Heartweb is subject to the terms and conditions of the complete End User Licence Agreement as set out below. This agreement is a binding contract between Heartweb and you.
You must not use the educational materials and software provided by Heartweb in any way that could harm the educational materials and software, other users, or Heartweb.
You agree to indemnify Heartweb against any liability incurred or sustained by Heartweb that arises out of any act, matter or thing you do in connection with this agreement.
To the extent there is any inconsistency between this Summary and the terms of this agreement, the terms of this agreement prevail.

COMPLETE AGREEMENT

Acceptance of Terms
1. By clicking the "I Accept" button you represent and warrant that:
  1. you are over 18 years of age and otherwise have the legal capacity to enter into this Agreement;
  2. you are permitted to use the Educational Materials and Software under any applicable law;
  3. you have read, and agree to, the terms and conditions of this Agreement; and
  4. you are eligible to enrol in the applicable Subject(s) and/or Course in accordance with clause 2, and this Agreement becomes binding between you and Heartweb.
2. If you not meet the requirements in sub-paragraphs (i) to (iv) of paragraph 1(a) above, you must click "I DO NOT Accept" and may not install or use the Educational Materials and Software.
Eligibility
To be eligible to enrol in a Subject and/or Course you must:
1. meet the admission requirements for the applicable Subject and/or Course as set out on the Website; and
2. have completed the pre-requisite subjects for the applicable Subject(s) and/or Course as set out on the Website.
Licence
3.1 Grant of Licence
1. Subject to the terms of this Agreement, on the Commencement Date Heartweb grants to you, and you accept, a personal, non-transferable and non-exclusive licence to use the Educational Materials and Software for the sole purpose of completing the relevant Subject(s) as offered by Heartweb.
2. On the Commencement Date you will be prompted to complete the Heartweb registration process and, after completing that, you will be "enrolled" in the relevant Subject and provided with a user name and password that will allow you to access the Educational Materials and Software. If you have previously obtained a user name and password you may use these details to access the Educational Materials and Software.
3.2 Licence Conditions

Your licence to use the Educational Materials and Software is subject to you complying with the following conditions.
1. You may only install the Educational Materials and Software on personal computers (or equivalent devices) owned or controlled by you, and in object code form only.
2. You must not install the Educational Materials and Software on more than five computers (or equivalent devices) owned or controlled by you.
3. You must not disclose your username or password for access to the Educational Materials and Software to any third party.
4. You must not, and must not directly or indirectly allow or cause any third party to, use the Educational Materials and Software in any way that could harm the Educational Materials and Software, other Educational Materials and Software users, Heartweb or its affiliates, or use the Educational Materials and Software in a way that violates the Intellectual Property Rights of Heartweb or others.
5. Without limiting the generality of clause 3.2(d), you must not and must not directly or indirectly allow or cause any third party to:
  1. modify, adapt, translate, alter, reverse engineer, copy, reproduce, decompile, reverse assemble, disassemble, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Educational Materials and Software, or any portion thereof, or otherwise attempt to discover any source code or in any way ascertain, decipher, or obtain the communications protocol for accessing the Educational Materials and Software, without Heartweb's prior written consent;
  2. obtain or attempt to obtain unauthorised access to the Educational Materials and Software;
  3. incorporate, integrate or otherwise include the Educational Materials and Software or any portion of it (including the communications protocols) into any other service, software, program or product that communicates, accesses, or otherwise connects with the service provided by Heartweb or any other instant messaging, Internet, or online service;
  4. use the Educational Materials and Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, including the Privacy Policy;
  5. sell, lease, loan, distribute, transfer, or sub-license the Educational Materials and Software or access thereto or derive income from the use or provision of the Educational Materials and Software, whether for direct commercial or monetary gain or otherwise, without Heartweb's prior written consent; or
  6. remove, obscure, make illegible or alter any notices or indications of the Intellectual Property Rights associated with any part of the Educational Materials and Software or Heartweb's rights in relation to them (including any trademark, logo, copyright, or other proprietary notices, legends, symbols or labels) whether such notices or indications are affixed on, contained in, or otherwise connected to such materials.
3.3 Changes to Educational Materials and Software by Heartweb and Support
1. From time to time Heartweb may in its absolute discretion modify the Educational Materials and Software covered under this Licence (including by adding or excluding items to or from the Educational Materials and Software).
2. If the Educational Materials and Software are modified, Heartweb will provide you with access to the modified materials without charge. Heartweb will not be liable to you or to any third party for any such modification.
3. Heartweb has no obligation to provide you with customer support or software upgrades, enhancements, or modifications for the Educational Materials and Software (collectively, Support).
4. If Heartweb elects to provide Support, it may subsequently terminate the Support at any time without notice to you.
3.4 Relief

A breach of this clause 3 will entitle Heartweb to equitable relief against you, including injunctive relief.
Fees
4.1 Payment of Subject Fee

The Subject Fee for each Subject must be paid via credit card using the payment facility provided on the Website before your commencement of that Subject.

4.2 Non-refundable
1. EXCEPT AS SET OUT IN CLAUSES 4.2(b) OR AS PROVIDED BY CLAUSE 13(e), THE SUBJECT FEE FOR EACH SUBJECT IS NON-REFUNDABLE.
2. You may apply to Heartweb for a refund of a Subject Fee in respect of any Subjects that you have not commenced and do not intend to commence. Upon receiving this application Heartweb may, in its absolute discretion, decide to refund the relevant Subject Fee(s).
4.3 No obligation to pay for additional Subjects

For the avoidance of doubt, you may pay the Subject Fee on a Subject by Subject basis. However, if you do not complete all the Subjects within a Course, you will not be eligible for Certification in respect of that Course.

4.4 Taxes

The Subject Fee(s) are exclusive of any Taxes.
Certification and Examination
5.1 Examination

To successfully complete a Subject you must pass the applicable on-line examination and assessments as described on the Website. Heartweb will schedule and administer on-line examinations at various times throughout the year, with such time to be scheduled by Heartweb in its absolute discretion.

5.2 Certification for the completion of each Subject

Upon your successful completion of a Subject, Heartweb will provide you with the applicable Certification.

5.3 Certification for the completion of each Course

To successfully complete a Course, you must complete each of the Subjects forming a part of that Course. Upon your successful completion of a Course, Heartweb will provide you with the applicable Certification.
Plagiarism
1. Any feedback, self-assessment or examination forms that you submit to Heartweb as part of your enrolment or participation in a Subject and/or Course must be strictly, and solely, your own work, and not the work of any other party.
2. You must not submit any feedback, self-assessment or examination forms to Heartweb on behalf of another student who is enrolled in a Subject and/or Course, or assist such a student with feedback, self-assessment or examination forms.
3. If you breach either clause 6(a) or clause 6(b), Heartweb may, in its absolute discretion deny providing you with Certification as applicable under clauses 5.2 and 5.3.
Proprietary Rights
1. All title, ownership rights, and Intellectual Property Rights in the Educational Materials and Software, including without limitation Heartweb components and algorithms, are and will remain owned by Heartweb and its licensors.
2. You must not use the Educational Materials and Software or any part of them except as expressly authorised by this Agreement.
3. It is expressly understood and agreed that no title to, or ownership of, any Intellectual Property Rights of Heartweb, or the Educational Materials and Software or any part of them, is or will be transferred to you under this Agreement.
4. You must not take any action to jeopardize, limit or interfere with in any manner Heartweb's or its licensors’ Intellectual Property Rights and/or ownership of, or rights with respect to, the Educational Materials and Software.
5. Heartweb may use without any obligation to you or consent by you, in any manner and without limitation, all comments, suggestions, complaints and other feedback you provide to Heartweb relating to the Educational Materials and Software or any part of them.
Third Parties
You acknowledge and agree that the Educational Materials and Software may be incorporated into, and may be comprised of, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Educational Materials and Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Educational Materials and Software, including the Proslov Viewing program supplied by FujiFilm Corporation, will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with Heartweb or its affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Heartweb or its affiliates to enforce any of your rights.
Warranty
9.1 Acknowledgment

WITHOUT LIMITING CLAUSE 9.2, YOU ACKNOWLEDGE THAT HEARTWEB IS PROVIDING THE EDUCATIONAL MATERIALS AND SOFTWARE 'AS IS', AND THAT HEARTWEB HAS NOT MADE, AND THAT NO PERSON ACTING ON BEHALF OF HEARTWEB HAS MADE, AND HEARTWEB EXPRESSLY EXCLUDES TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY WARRANTY OR REPRESENTATION THAT:

THE USE OF THE EDUCATIONAL MATERIALS AND SOFTWARE WILL NOT INFRINGE ANY THIRD PERSON'S RIGHTS, INCLUDING, WITHOUT LIMITATION, ANY THIRD PERSON'S INTELLECTUAL PROPERTY RIGHTS;

THE EDUCATIONAL MATERIALS AND SOFTWARE ARE OF A ANY PARTICULAR QUALITY OR SUITABLE FOR ANY PARTICULAR PURPOSE OR ERROR FREE;

THE EDUCATIONAL MATERIALS AND SOFTWARE CAN (OR SHOULD) BE REGARDED AS A SUBSTITUTE FOR A MEDICAL MANUAL;

THE EDUCATIONAL MATERIALS AND SOFTWARE WILL BE AVAILABLE FOR DOWNLOAD OR FOR OPENING VIA THE SECURE FILESERVER AT ALL TIMES;

ANY CUSTOM SOFTWARE PROVIDED BY HEARTWEB IN CONNECTION WITH THE EDUCATIONAL MATERIALS AND SOFTWARE WILL SYNCHRONISE COURSE MATERIALS WITHOUT ERROR;

THIRD-PARTY SOFTWARE USED IN CONNECTION WITH THE EDUCATIONAL MATERIALS AND SOFTWARE WILL FUNCTION AT ALL TIMES WITHOUT ERROR;

ALTERNATIVES TO ELECTRONIC DOWNLOAD OF THE EDUCATIONAL MATERIALS AND SOFTWARE WILL BE AVAILABLE AT ALL TIMES;

ALL COMPONENTS FOR A COURSE WILL BE AVAILABLE AT ALL TIMES;

THERE WILL BE NO TIME DELAY BETWEEN PAYMENT OF THE SUBJECT FEE AND DELIVERY OF THE EDUCATIONAL MATERIALS AND SOFTWARE;

YOU WILL SUCCESSFULLY PASS A SUBJECT OR COURSE;

THAT ENROLLING AND PAYING FOR A SINGLE SUBJECT OBLIGES YOU TO COMPLETE THE ENTIRE COURSE RELATING TO THAT SUBJECT;

A SUBJECT OR COURSE WILL LAST FOR A SPECIFIED DURATION; OR

SUCCESSFULLY COMPLETING A SUBJECT OR A COURSE OR ACHIEVING CERTIFICATION IN RESPECT OF A SUBJECT OR A COURSE WILL RESULT IN YOU PASSING ANY OTHER EXAMINATION OR CREDENTIALING ACTIVITY.

9.2 No warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL IMPLIED TERMS, CONDITIONS, WARRANTIES AND ANY OTHER ADDITIONAL OBLIGATIONS IN RELATION TO THE LICENCE OF THE EDUCATIONAL MATERIALS AND SOFTWARE, THE SUPPLY OF SERVICES UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, ARE EXCLUDED FROM THIS AGREEMENT. IF ANY LEGISLATION IMPLIES INTO THIS AGREEMENT ANY TERM, CONDITION, WARRANTY OR ADDITIONAL OBLIGATION THAT CANNOT BE LAWFULLY EXCLUDED, THEN THAT TERM, CONDITION, WARRANTY OR ADDITIONAL OBLIGATION WILL BE INCLUDED IN THIS AGREEMENT ONLY TO THE EXTENT REQUIRED BY THE RELEVANT LEGISLATION, BUT EACH PARTY’S LIABILITY IN RESPECT OF ANY BREACH OF THAT TERM, CONDITION, WARRANTY OR ADDITIONAL OBLIGATION WILL BE LIMITED TO THE MAXIMUM EXTENT (IF ANY) PERMITTED BY THAT LEGISLATION.
Liabilities

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEARTWEB IS NOT LIABLE IN ANY WAY (INCLUDING UNDER TORT, CONTRACT, OR STRICT LIABILITY) FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF REVENUE, LOSS OF GOODWILL IN REPUTATION OR ANY OTHER ECONOMIC LOSS (INCLUDING DAMAGE THAT MAY REASONABLY BE SUPPOSED TO HAVE BEEN IN THE CONTEMPLATION OF THE PARTIES AS AT THE DATE OF THIS AGREEMENT AS A PROBABLE RESULT OF ANY ACT OR OMISSION) THAT YOU SUFFER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IN YOUR USE OF THE EDUCATIONAL MATERIALS AND SOFTWARE, INCLUDING, WITHOUT LIMITATION:

LOSS OR DAMAGE CAUSED BY HEARTWEB'S NEGLIGENCE OR ANY FUNDAMENTAL BREACH OF THIS AGREEMENT; OR

LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE INFORMATION CONTAINED IN THE EDUCATIONAL MATERIALS AND SOFTWARE, INCLUDING USE OF THE INFORMATION FOR MEDICAL PURPOSES,

EXCEPT TO THE EXTENT SUCH LOSS OR DAMAGE IS CAUSED THROUGH HEARTWEB'S WILFUL BREACH OF THIS AGREEMENT.

HEARTWEB'S AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE THAT YOU SUFFER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHICH IS NOT EXCLUDED UNDER CLAUSE 10(a) IS LIMITED TO THE AMOUNT OF THE SUBJECT FEE(S) PAID BY YOU.
Indemnity EXCEPT IN RESPECT OF HEARTWEB'S WILFUL BREACH OF THIS AGREEMENT, YOU AGREE TO RELEASE, DISCHARGE, HOLD HARMLESS AND INDEMNIFY HEARTWEB TO THE MAXIMUM EXTENT PERMITTED BY LAW FROM AND AGAINST ANY CLAIM, DEMAND, INJURY, DIRECT OR INDIRECT DAMAGE, LOSS OR COST, LIABILITY, RIGHT OF ACTION OR CLAIM FOR COMPENSATION IN CONTRACT, UNDER STATUTE OR IN TORT (INCLUDING NEGLIGENCE) MADE AGAINST OR SUFFERED BY HEARTWEB IN CONNECTION WITH YOUR USE OF THE EDUCATIONAL MATERIALS AND SOFTWARE, OR YOUR BREACH OF THIS AGREEMENT OR YOUR BREACH OF ANY RIGHTS OF THIRD PARTIES.
Licence Term and Termination
12.1 Licence Term

The licence granted under clause 3.1 commences on the Commencement Date and continues until the Termination Date unless it is terminated by either Heartweb or you in accordance with the terms of this Agreement.

12.2 Heartweb's rights of termination
1. Heartweb may terminate this Agreement immediately by notice to you if:
  1. without limiting clause 12.2(a)(ii), you commit a breach of clauses 3, 6(a) or 6(b); or
  2. you commit a material breach of this Agreement (unless the breach is capable of remedy, in which case if you fail to remedy the breach within 7 days after being required in writing to do so).
2. Heartweb may terminate this Agreement immediately if, for whatever reason, it ceases to hold title, ownership rights, Intellectual Property Rights or a licence to use the Educational Materials and Software or any part of them.
12.3 Your rights of termination

You may terminate this Agreement at any time on no less than 30 days' written notice to Heartweb.

12.4 Effect of Termination
1. Except as set out in clause 13(e), on the termination of this Agreement any Subject Fee(s) that you have paid to Heartweb will not be refunded to you.
2. Termination of this Agreement does not affect any accrued rights or remedies of either party.
3. On termination of this Agreement for any reason, you will be unenrolled in the relevant Subject and/or Course and lose all right to use the Educational Materials and Software, and must immediately delete irretrievably all copies of the Educational Materials and Software stored on any of your computer systems; and destroy all hard copies of the Educational Materials and Software.
4. On Heartweb's request, you must certify to Heartweb that all copies of the Educational Materials and Software have been deleted and/or destroyed as required under this clause 12.
Changes
1. Heartweb reserves the right to change this Agreement in whole or in part from time to time at its sole discretion.
2. Except as set out in clause 13(c), Heartweb will provide you with 30 days notice of any change to this Agreement by any reasonable means, including without limitation posting the revised draft of this Agreement on the Website. You can determine when this Agreement was last revised by referring to the "LAST UPDATED" legend at the top of this Agreement. You should always check this Agreement prior to using the Educational Materials and Software.
3. Heartweb is not required to notify you of a change to this Agreement if:
  1. Heartweb needs to make the change immediately in order to act legally, the change results from changes in the law, for security reasons or for technical or infrastructure reasons, in which case Heartweb will give you as much notice as it reasonably can; or
  2. the change will benefit you, in which case Heartweb can make the change without giving you notice.
4. If Heartweb notifies you of a change to this Agreement and the change means that you are materially worse off, you may terminate this Agreement. If you do not terminate this Agreement within seven days of being notified of any change(s) your continued use of the Educational Materials and Software will constitute your acceptance of this Agreement and any applicable changes. Some examples of changes that make you materially worse off are:
  1. withdrawing an important feature of the service that you use regularly; or
  2. significantly increasing your obligations or significantly limiting your rights under this Agreement.
5. If you terminate this agreement in accordance with clause 13(d), you will be eligible to receive a refund of any Subject Fee(s) that you have paid to Heartweb in respect of Subjects that you have not completed.
6. All information posted on the Website is subject to change without notice.
Confidentiality
1. Subject to clause 14(b) you must:
  1. keep the Confidential Information secret and confidential;
  2. not disclose the Confidential Information to third parties; and
  3. use reasonable efforts to prevent third parties from gaining access to the Confidential Information while in your possession.
2. You may disclose Confidential Information with the prior written consent of Heartweb.
3. The Confidential Information does not include any information which:
  1. at the time of the first disclosure to or observation by you, was already in your lawful possession in written form;
  2. is in or comes into the public domain otherwise than by disclosure in breach of this Agreement, provided that any material part of the Confidential Information which is in the public domain will not mean that the remainder of the information loses its confidential character; or
  3. becomes available to you from a third person legally entitled to possess the information and provides it to you, if the use or disclosure accords with the right or permission granted to you by that third person.
4. The restrictions in this clause 14 do not apply to the disclosure of any Confidential Information to the extent such disclosure is required by statute, regulations, the order of a court of competent authority or the applicable rules of any stock exchange, provided that you provide to Heartweb reasonable advance written notice of any requirement to disclose the Confidential Information under this clause 14(d) and a reasonable opportunity to challenge or limit the extent of the proposed disclosure.
5. This clause 14 will survive the termination of this Agreement.
Privacy and Security of Information
15.1 Privacy Policy

Heartweb's Privacy Policy explains the practices that apply to your personal information when you use the Educational Materials and Software and is incorporated into this Agreement by reference. A copy of Heartweb's Privacy Policy is available at the Website. You agree to the use, disclosure and transfer of your personal information in the manner described in the Privacy Policy while you continue to use the Educational Materials and Software.

15.2 Privacy Policy Changes
1. Heartweb may change its Privacy Policy from time to time, and in Heartweb's sole discretion.
2. Heartweb encourages users and visitors to frequently check the Website for any changes to its Privacy Policy. Your continued use of the Educational Materials and Software after any change in this Privacy Policy will constitute your acceptance of such change.
15.3 Co-operation with law enforcement

Heartweb reserves the right to co-operate fully with any law enforcement authority in any jurisdiction in respect of a direction, request and reserves the right to comply with a law or legal process to disclose the contents of any communication sent through the Website or user data associated with the sender or recipient of any communication.

15.4 Security of information

Unfortunately, no data transmission over the internet can be guaranteed as totally secure. Heartweb does not warrant to you and cannot ensure the security of any information which you transmit to it. Accordingly, any information which you transmit to Heartweb is transmitted at your own risk. Nevertheless, once Heartweb receives your transmission, it will take reasonable steps to preserve the security of such information.
Technical Issues
You must take your own precautions to ensure that the process which you employ for accessing the Educational Materials and Software does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. For the removal of doubt, Heartweb does not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of the Educational Materials and Software on the Website.
Digital Certificates
1. The Educational Materials and Software support certain cryptographic and authentication features that may require the installation and use of a digital certificate. You are solely responsible for familiarizing yourself with the terms and conditions for the use of, or reliance upon, digital certificates that have been established by the certification authority (CA) issuing the digital certificate, including any obligation to validate a digital certificate, maintain the security of a cryptographic key or password, or pay fees for certification services.
2. Heartweb is entitled to preload certain CA digital certificates into the Educational Materials and Software in order to facilitate the recognition of end user digital certificates that such CAs may issue to persons, organizations, or devices (including software code). You are solely responsible for any decision to use or rely upon a digital certificate, including those digital certificates that Heartweb has preloaded into the Educational Materials and Software. Heartweb bears no responsibility for the validity or accuracy of any digital certificate, or for the security or integrity of any transaction or communication authenticated by a digital certificate.
General
1. This Agreement and the Privacy Policy contains the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.
2. You must not assign, charge, encumber or otherwise deal with any of your rights or obligations under this Agreement, or attempt or purport to do so, without the prior written consent of Heartweb. The consent of Heartweb may be withheld in its absolute discretion without giving any reason for doing so.
3. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
4. No failure to exercise nor any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
5. This Agreement is governed by the laws of Victoria. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Agreement. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Definitions and Interpretation
19.1 Definitions

The following definitions apply unless the context requires otherwise.

Agreement means this End User Licence Agreement and changes made pursuant to clause 13, and incorporates by reference Heartweb's Privacy Policy.

Certification means, in relation to each Subject or Course, the certification of completion applicable to that Subject or Course as described on the Website.

Commencement Date means the date on which the Subject Fee is successfully transferred to Heartweb via the secure e-commerce facility provided on the Website.

Confidential Information means all information (in whatever medium, and whether in oral or written form) of or relating to Heartweb or Heartweb's business, operations or strategies which is disclosed to, observed by or otherwise becomes available to you in connection with this Agreement, and which is either marked or otherwise denoted as being confidential or a reasonable person would (having regard to the nature of the information) consider confidential, and includes the Educational Materials and Software.

Course means a group of Subjects described as such on the Website, and such other courses that may be described on the Website from time to time:
- The Level 1 Course: Focuses on basic transthoracic echocardiography and surface ultrasound uses.
- The Level 2 Course: Focuses on diagnostic level knowledge base in valve assessment, complex cardiovascular pathology, and comprehensive reporting.
Educational Materials and Software means the:
1. object code in the computer program known as "Air App" (including modifications of, or enhancements to, Air App, as provided to you by Heartweb);
2. interactive multimedia tutorials and supporting images and videos of echocardiography material;
3. educational documentation and manuals; and/or
4. support services, as applicable,
relating to each Subject for which the Subject Fee has been received by Heartweb, including updates and upgrades made to those items by Heartweb from time to time.

Governmental Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange.

Intellectual Property Rights means all industrial and intellectual property rights whether protectable by statute, at common law or in equity, including all copyright and similar rights which may subsist or may following the date of this Agreement subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), trade secrets and know-how, rights in relation to designs (whether or not registrable), rights in relation to registered and unregistered trade marks, circuit layout designs and rights in relation to circuit layouts.

Licence means the licence granted by Heartweb to you under this Agreement.

Privacy Policy mean the privacy policy that can be viewed on the Website, and which my be updated by Heartweb from time to time without notice to you.

Subject means any of the subjects described on the Website, and such other subjects that may described on the Website from time to time.

Subject Fee means the fee payable for each Subject as set out on the Website.

Tax includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding that is levied or imposed by a Government Agency, and any related interest, penalty or charge.

Termination Date means three years after the Commencement Date.

Website means Heartweb's website at the address http://www.heartweb.com.

19.2 Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.
1. The singular includes the plural and conversely.
2. If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
3. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
4. A reference to a clause or schedule is a reference to a clause of or a schedule to this Agreement.
5. A reference to an agreement or document (including, without limitation, a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document.
6. A reference to a party to this Agreement or another agreement or document includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives).
Questions
Should you have any questions regarding this Agreement you may contact us using this following details:

Heartweb Pty Ltd
245 Cardigan Street, Carlton, Victoria, 3053, Australia
Telephone: +61 (3) 8344 5673
Facsimile: +61 (3) 8679 3353
E-mail: support@HeartWeb.com
website: http://www.HeartWeb.com

HeartWeb

Terms & Conditions

HEARTWEB EDUCATIONAL MATERIALS AND SOFTWARE END USER LICENCE AGREEMENT

SUMMARY

COMPLETE AGREEMENT

HEARTWEB EDUCATIONAL MATERIALS AND SOFTWARE
END USER LICENCE AGREEMENT