Terms and conditions

These Terms are made between lrnrx Pty Ltd ACN 679 408 854 (“lrnrx”, “we”, “us”, or “our”) and you as a User and govern your access to and use of our products and services (including all features, functionalities, user interfaces, content and software associated with such products and services) provided by us through our Website, and our mobile and Software applications (collectively, the Services), whether or not you have a User Account or Subscription with us.

Please read these Terms carefully before using our Services. By accessing or using our Services, you are agreeing to these Terms, including any policies referenced in these Terms, which you acknowledge are a legally binding agreement between you and lrnrx. If you do not agree with these Terms, you must cease using the Services immediately.

We may, from time to time, update these Terms in our sole and absolute discretion by posting a revised version on our Website or Mobile Application. By continuing to use our Services, you accept any revised Terms. If you do not agree to the revised Terms, you must immediately cease using the Services.

If a User executes a separate agreement in respect of the Services with lrnrx (Services Agreement), then the terms of that Services Agreement will prevail to the extent of any inconsistency between these Terms and the Services Agreement.

Defenitions And Interpretations

Definitions

In these Terms, the emboldened words below have the following meanings:

Authorised User means:

• In the case of a User which is a natural person – that person; or
• In the case of a User which is a corporate entity or other type of juridical person — jointly and severally, the employees, business partners, contracts or agents of that User who are registered or permitted to or otherwise do use the Services.

Claim includes any demand, debt, claim, application, remedy, suit, action, proceeding, Loss, requisition, objection, right of indemnity whatsoever arising under common law, in equity or under any statute, whether known or unknown and whether present, future or contingent.

Consequential Loss means any of the following:

• loss of revenue;
• loss of profits;
• loss of opportunity to make profits;
• loss of business;
• loss of business opportunity;
• loss of use or amenity, or loss of anticipated savings;
• special, exemplary or punitive damages; and
• any loss which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to the liability for such loss, whether or not such loss was in the contemplation of the parties at the time of entry into this Agreement, including any of the above types of loss arising from an interruption to the Services.

Information means all information, in any form or media whatsoever (including oral, visual, machine readable and written form) and includes representations, statements, and all other documents.

Intellectual Property Rights means all intellectual property rights including patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Loss means any loss, cost (including legal costs, deductibles or increased premiums), charge, fine, tax, penalty, damage, harm, liability or other expense of any nature whatsoever.

Mobile Application means the lrnrx software program which runs on mobile devices to access and use the Services.

Software means any software, computer program, application, software-as-a- service, including updates, new releases, specifications, documentation and media supplied by lrnrx.

Subscriber means a User with a User Account which has purchased and maintains an active subscription to the Services.

Terms means these terms and conditions.

User means a person, including persons who do not have an active subscription, who accesses or uses the Services.

User Data means any Information, including but not limited to images, videos and personal information, that a User provides to lrnrx.

Website means the website located at https://lrnrx.com.au/ and its subpages.

Interpretation

• Headings and italicised, highlighted or bold type do not affect the interpretation of this Agreement.
• In this Agreement, unless a contrary indication appears or is expressed:
  • the singular includes the plural and the plural includes the singular;
  • a gender includes the other genders;
  • references to writing includes typing, email and all other means of reproducing words in a visible formother parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
  • a reference to a person or an entity includes any person, firm, company, partnership, joint venture, association, trustee, corporation or other body corporate and any Government Agency (whether or not having a separate legal personality) or two or more of them;
  • a reference to any thing (including any right) includes a part of that thing, but nothing in this clause 1.1(b)(v) implies that performance of part of an obligation constitutes performance of the obligation;
  • a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this Agreement and a reference to this Agreement includes any annexure, exhibit and schedule;
  • a reference to a document includes all amendments or supplements to, or replacements or novation of, that document;
  • a reference to a party to any document includes that party’s successors and permitted assigns;
  • references to "months" will mean calendar months and references to any time will be to Australian Eastern Standard Time; a reference to AUD, amounts of money, dollars, $ or similar expressions is a reference to the lawful currency of Australia.
• In this Agreement a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute.
• In this Agreement a reference to liquidation includes official management, administration compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or a similar procedure or, where applicable, changes in the constitution of any partnership or person, or death.
• No provision of this Agreement may be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or the preparation or proposal of that provision.
• In this Agreement a reference to a body, other than a party to this Agreement (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions.
• Specifying anything in this Agreement after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included unless there is express wording to the contrary.
• Where pursuant to these Terms the day on or by which any act, matter or thing is to be done is a Saturday, Sunday or a public holiday, such act, matter or thing may be done on the next succeeding day which is not a Saturday, Sunday or public holiday in Brisbane.

Users & User Accounts

Users who wish to access the Services must create a User Account with lrnrx.

For each User Account, the User must nominate an Authorised User. lrnrx may, at its sole discretion and at any time, increase or decrease the number of Authorised Users which may be associated with a particular User and User Account.

Until proven to the contrary, any things done in relation to a User Account shall be deemed to be the voluntary and deliberate act of the Authorised User of the User Account.

The User is solely responsible for keeping secure and confidential the username and password associated with a User Account (Login Details). The User must only provide the relevant Login Details for their User Account to Authorised Users.

The User must immediately notify lrnrx if it becomes aware of any security breach or unauthorised access to the User Account.

lrnrx reserves the right to terminate any User Account without notice or any liability to the User for any Claim or Loss where it reasonably believes that a User’s Login Details have been used by a person who is not an Authorised User.

When creating a User Account, the User may be required to provide personal information such as:

• The User’s name;
• The User’s Employment Status;
• The User’s Workplace;
• The Users Pharmacist Registration Number or Pharmacy School (as applicable);
• The User’s phone number;
• The User’s email address;
• The User’s financial information, including banking details, and credit and debit card information;
• The User’s postal address;
• The User’s IP address; and
• The User’s locality.

(User Particulars)

The User represents and warrants that the User Particulars, and any the particulars of any Authorised Users are accurate and current. The User may also be required to provide particulars equivalent to the User Particulars for each Authorised User.

Subject to the User having a Paid Subscription, the possession of a User Account does not entitle a User to the ongoing use of the Services, and lrnrx may temporarily limit or prevent a User’s access to the Services at any time without any liability to the User for any Claim or Loss.

All personal information, including the User Particulars, are collected and stored in accordance with our Privacy Policy

The acts of an Authorised User are deemed to be the acts of the User which nominated them, and a reference in these Terms to the act of a User include actions taken by their Authorised User.

Except where lrnrx consents to substitute User Particulars taking the place of another User Particular’s which a User has requested the deletion of, a request for deletion will result in the termination of the User’s User Account.

Permitted Use & Content

The use of our Services for commercial purposes is strictly prohibited. The commercial use of our Services will be subject to a sperate Services Agreement with us Teams/Enterprise

In utilising the Services, the User may upload or otherwise provide or publish User Data to the Services (Uploading).

By Uploading, the User represents and warrants that:

• the User Data is true and accurate;
• the User Data does not violate these Terms or infringe, misappropriate or violate a third party’s intellectual property rights, right to privacy, or result in the violation of any applicable law or regulation or violate any agreement the User has with a third party;
• it will not knowingly upload or make available any material that is illegal, that contains viruses, or any other computer code, files or programs designed (intended or otherwise) to interrupt, destroy, or limit the functionality of any the Services; and
• it owns the User Data or has the requisite authority to grant lrnrx the license rights in its User Data.

The User agrees to indemnify lrnrx from any Loss which arises out of the User’s breach of clause 4.3.

lrnrx may, at its sole discretion, screen the User Data prior to its publication and reserves the right to reject, move, edit, or remove any User Data that is Uploaded without notice.

When Uploading or otherwise using the Services, the User agrees to only use the Services for the purposes for which they were created and to refrain from engaging or attempting to engage in any activity which:

• Is unlawful or contravenes any federal, state, or local law or regulation;
• promotes or discusses illegal activities;
• infringes upon the rights of any third-party, including but not limited to that third-party’s privacy or its intellectual property or proprietary rights;
• is harmful, threatening, defamatory, discriminatory, indecent or pornographic, incites violence, or is otherwise objectionable;
• disrupts or interferes with another person’s ability to use the Services;
• attempts to impersonate any individual or entity;
• falsifies, misrepresents, or conceals your association with any individual or organisation;
• accesses or utilises another User’s User Account without their consent;
• spreads computer viruses, malware or other harmful code, files, or programs designed to disrupt or damage any aspect of our Services.
• interferes with the functionality or features of the Services, by, including, but not limited to, interfering with its its connected servers, software, Mobile Applications or networks;
• gains unauthorised access to the Services, other User Accounts, our computer systems or networks, or any proprietary or confidential records belonging to us, other Users, or any third party;
• decompiles, reverse engineers, disassembles, or otherwise attempts to extract the source code of the Services;
• removes, circumvents, disables, or otherwise interferes with security measures or restrictions designed to limit the use of the Services;
• uses the Services for benchmarking or gathering Information to develop a competing product or service; or
• downloads, distributes, reproduces, duplicates, uploads, creates derivative works from, licenses, or sells any content or Information from the Services or which would otherwise allow the User to use the Services for commercial purposes without prior written approval from lrnrx.

By Uploading User Data, the User grants lrnrx a perpetual, non-revokable, transferable, worldwide and royalty-free license to that User Data to access, view, use, cache, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, commercialise and profit from, and sublicense that User Data.

The User acknowledge and agrees that by Uploading User Data, it consents to and is otherwise aware that the ways lrnrx will exercise the rights granted to it under by clause 4.7 include:

• collecting, analysing and otherwise processing the User Data internally for its business purposes, including providing, improving and enhancing the Services, measuring product usage, and for other development, diagnostic and corrective purposes in connection with the Services and other lrnrx or its related Body Corporates’ activities; and
• disclosing User Data to third parties in an anonymised and de-identified form and in a manner that does not identify the User.

When accessing our Services through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Downloading, installing or using certain Products may be prohibited or restricted by your network provider and not all Services may work with your network provider or device.

When you use our Services on a Mobile Application, you may grant certain permissions to lrnrx for your device and/or accounts. Most mobile device platforms provide additional information regarding these permissions and how, if possible, to change your permission settings. By downloading, installing or using the Services, you agree to receive automatic software updates (as applicable).

Subscriptions

lrnrx may limit some or all of the Services to Users who subscribe to a subscription plan (Subscribers).

lrnrx may segregate Subscribers into different levels of access to the Services, with each level of subscription offering different prices, features and options (Subscription Plans).

From time to time, we may offer a trial of our paid Subscription Plans for a specific and limited period of time without payment or at a reduced rate (Trial). These Terms apply to Trials.

lrnrx does not represent or warrant that any specific Subscription Plan will remain available indefinitely and reserves the right to modify the pricing, payment period, features, number of Authorised Users or any other options of any Subscription Plan at any time without prior notice.

To enter into a paid Subscription Plan, a User must provide a valid payment method, such as a credit card, to process payments against along with providing accurate and complete billing details. By submitting these billing details, the Subscriber authorises lrnrx to charge the fees relevant to the Subscription Plan to the provided payment method. lrnrx may suspend or terminate a Subscription Plan where the nominated payment method is invalid or lrnrx is otherwise unable to be charged.

Unless specific terms are advertised at the time of subscription, or a separate Subscription Plan is offered to the User outside the ordinary terms displayed in these Terms, then each Subscription Plan is offered on the following terms:

• Subscriptions will be billed in advance on a recurring, yearly basis (Billing Cycle).
• Unless seven (7) days’ notice is given prior to the conclusion of a Billing Cycle, at the end of that Billing Cycle the Subscription will automatically renew for a further Billing Cycle, which will be charged against the nominated payment method previously provided.
• If a Subscription Plan is terminated during an active Billing Cycle, the Subscription Plan will remain valid until the end of that period. The User will retain access to all features and content until the end of the Billing Cycle. Refunds will not be provided for any unused portion of the Subscription Plan.
• The Subscriber’s payments are non-refundable.
• A Subscription Plan may be terminated by accessing your account settings or providing written notice to the lrnrx support team athello@lrnrx.com.au with details of the User Account linked to the Subscription Plan.

If a User’s Subscription Plan is terminated for any reason, the User acknowledges and agrees:

• to pay to lrnrx any subscription fees that have accrued prior to, and remain unpaid as at, the date of termination, including those which have accrued for the Billing Cycle in which termination occurs;
• that any licenses or usage rights granted to you with respect to our Services will terminate at the end of the relevant Billing Cycle; and
• lrnrx’s obligation to provide you the access provided under the Subscription Plan will cease at the end of the relevant Billing Cycle in which termination occurs.

lrnrx reserves the right to refuse any renewal of subscription if the User is not compliant in providing transparency on how the User Account is being used and the number of Authorised Users who have access to the User Account.

If you purchase any Service through a mobile purchase or third-party marketplace (e.g., through the Apple App Store or Google Play Store), the refund policy applicable to that third-party marketplace will apply. The third- party marketplace will be solely responsible for making refunds under its refund policy, and lrnrx will have no refund obligations. lrnrx disclaims any responsibility or liability related to any third-party marketplace's refund policy or the third party's compliance or noncompliance with such policy.

If you subscribed via iTunes on your Apple mobile device, you can cancel by going to your Account Settings in the App Store. You can find Subscriptions in the Settings app on your device under iTunes & App Store, and then select your Apple ID.

If you subscribed via the Google Play Store on your Android mobile device, you can cancel by opening the Google Play Store and selecting Menu Subscription. You can select the subscription you want to cancel or update and then follow the onscreen instructions.

Limitation Of Liability

lrnrx reserves the right to, without prior notice, remove User Data, restrict, suspend, disable or terminate a User Account, or limit a User’s access to the Services or any feature of the Services at any time, where lrnrx reasonably believes that the User has violated these Terms. lrnrx shall not be liable to the User for any Claim or Loss suffered, including Consequential Loss, by the User for action by lrnrx in accordance with this clause 6.1.

lrnrx may terminate these Terms and any Subscription Plan immediately if the User is in breach of these Terms or any other terms which form a part of the User’s Subscription Plan. If these Terms or a User’s Subscription are terminated by lrnrx due to the User’s breach of these Terms or any other terms which form a part of the User’s Subscription Plan, the User shall have no Claim against lrnrx for any Claim against or Loss, including Consequential Loss, suffered by a User as a result of such termination.

lrnrx cannot guarantee the security of data transmission over the internet. Whilst lrnrx works to protect User Data, it does not warrant and cannot ensure the security of any User Particulars, or User Data which the User Uploads to lrnrx. Accordingly, any information which is transmitted or provided to lrnrx is transmitted or provided at the User’s risk.

In using the Services, the User may be provided, by lrnrx or third-parties, with links to websites, resources or materials which are not operated by lrnrx or referrals to other providers of goods and services which are not operated by lrnrx (External Resources). lrnrx provides no warranties and makes no representations as to the quality, suitability, functionality, safety or legality of accessing or utilising any External Resources.

By accessing or otherwise interacting with an External Resource, the User agrees that it is doing so at its own risk and lrnrx is not responsible or liable for any Loss which occurs as a result of accessing or otherwise using the External Resources and the User waives, releases and indemnifies lrnrx from and in respect of any Claim User has or may accrue with respect to the External Resources.

The User agrees that it is solely responsible for the security of its User Account, and agrees that lrnrx will not be liable for any Loss incurred or Claims which arise as a result of a third party’s use of your User Account, regardless of whether the use is with or without its knowledge and consent.

The User’s use of the Services are at its own risk. To the maximum extent permitted by law, including under the Australian Consumer Law, lrnrx:

• provides no warranty, express or implied, regarding the Services, including as to their fitness for a specific purpose, their performance, that they will be complete, accurate or up-to-date, or that access thereto will be uninterrupted, error-free, secure or free from viruses; and
• will not be liable for any Loss (including Consequential Loss) that the User suffers in connection with the User’s use or misuse of the Services; i.e. this includes any intentional or negligent actions or omissions, reliance on the Information or materials on the Services or issues arising from the inaccessibility or unavailability of the Services or from Information or materials being incorrect, incomplete, or outdated;
• will not be liable to the User for the loss or corruption of User Data.

The User acknowledges and agrees that the Services are provided on an “as is” and “as available” basis.

The User acknowledges and agrees that the information contained in, or provided during the use of Services may not always reflect the most current developments or updates of information after the date of publication. lrnrx makes no representations or warranties as to the accuracy, completeness or reliability of content after the date of publication and any reliance on such information is done at the User’s own risk.

In using the Services, the User agrees that all information contained in, or provided during the use of Services is for general education and guidance only. lrnrx provides no warranties and makes no representations that the provided information is medical, legal, financial or technical advice. The Services do not constitute and should not be relied upon as medical, legal, financial, technical, or other professional advice, nor should it be considered an endorsement of any product or service referred to therein. The User should exercise their own professional judgment and consult appropriate sources before acting or relying upon any information. The User agrees that accessing or otherwise using the information is done at its own risk and should take reasonable steps to verify such information. The User agrees not to rely solely on the Services to make clinical decisions and will consider all available therapeutic and legislative information when providing patient care.

In using the Services, the User may be provided with automatic artificial intelligence (AI) translations from English into Arabic, Mandarin, Hindi, Spanish and/or other languages. The User acknowledges and agrees that reliance on these translations is done at your own risk. lrnrx provides no warranties and makes no representations as to the accuracy, quality, suitability, and functionality of relying on, or otherwise using the AI automatic translations. lrnrx shall not be responsible or liable for any Loss which occurs due to errors in translation, or otherwise using the automatic AI translations.

The User acknowledges and agrees that, due to the rapidly developing and evolving nature of AI technology, lrnrx makes no warranties or representations to the accuracy, reliability or completeness of the information generated by its AI model. The User agrees that the AI model may produce outputs of information that are inaccurate, or incomplete. The User acknowledges that they are solely responsible for their reliance on such, and information produced by the AI model may not reflect true or factual information. The User agrees that accessing or otherwise using outputs of information generated by the AI model is done at its own risk and should take reasonable steps to verify such information

The ‘CPD Planning Tool and Report’ feature provided by the Services are designed to assist Users in planning and documenting their Continuing Professional Development (CPD) activities. While every effort has been made to ensure the accuracy and usefulness of this feature, it is the sole responsibility of each User to ensure that their CPD plan is relevant to their individual scope of practice and meets all requirements for CPD registration and audit purposes as set out by the Pharmacy Board of Australia. lrnrx does not guarantee compliance with CPD standards or audit outcomes. Users are advised to refer to the most current guidelines and requirements published by the Pharmacy Board of Australia and the Australian Health Practitioner Regulation Agency.

Some courses offered by the Services may have CPD points allocated to them, even though they are not formally accredited. These CPD point allocations are provided as a guide only. It is the responsibility of the User to assess whether the course content is relevant to their scope of practice and meets the requirements for CPD as outlined by the Pharmacy Board of Australia. lrnrx does not accept responsibility for the accuracy of CPD point allocations on non-accredited courses or their acceptance during audits. Users are advised to refer to the most current guidelines and requirements published by the Pharmacy Board of Australia and the Australian Health Practitioner Regulation Agency when determining the suitability of any learning activity.

The User acknowledges and agrees that the effectiveness of any application, methodology or process used by lrnrx in delivering the Services may be dependent on external factors controlled by third parties, and any errors, incompatibilities or adverse effects that occur as a result of third party actions including but not limited to:

• changes in algorithms, processes, upgrades, updates, new releases and patches; or
• any other changes to variables relied on by lrnrx to deliver the Services, do not constitute a breach of lrnrx’s obligations under these Terms.

The User acknowledges and agrees that software is never error or defect free, and that the mere presence of defects or errors in the Software will not constitute a breach of lrnrx’s obligations under these Terms.

Except where lrnrx has liability under law, the User agrees that its sole and exclusive remedy for any issues or dissatisfaction with the Services is to cease using the Services, and uninstall the lrnrx Mobile Application (if applicable).

To the extent permitted by law, the liability of lrnrx, if any, arising out of or in connection with the Services, including for negligence, is limited to a refund of the amount paid for the relevant Services.

To the extent permitted by law, any term which would otherwise be implied in these Terms is excluded. In the event any law implies or imposes terms into these Terms which cannot be lawfully excluded such terms will apply, save that the liability of lrnrx for breach of any such term will be limited in accordance with clause 6.17 and/or 6.18.

Indemnity

The User indemnifies, releases and holds harmless lrnrx and its directors, officers, employees, affiliates, agents, contractors, and licensors from any and all Claims and Loss (including Consequential Loss) brought against or sustained by lrnrx, which is directly or indirectly caused by User (including both Authorised Users and unauthorised users of the User Account) for:

• a breach of these Terms;
• the misuse of the Services;
• any negligent or wrongful act or omission of the User, any of the User’s officers, employees or agents, or the Authorised Users and unauthorised users of the User Account, in relation to the performance of its obligations under these Terms;
• the violation of any law or rights of a third-party; and
• Claims against, or Loss suffered by third parties.

The User expressly acknowledges that lrnrx does not have any control over a User’s use of the Services and will at all times indemnify and keep indemnified lrnrx from and against all Claims against and Loss (including Consequential Loss) suffered by lrnrx either directly or indirectly, as a result of the User’s use of the Services.

Intellectual Property

To the extent necessary to permit a User with a User Account to access the Services, as governed by the User’s Subscription, lrnrx grants that User a limited, personal, non-exclusive, revocable, non-transferable and non- sublicensable right to use the Services on the terms and conditions set out in this Terms and, where applicable, as expressly authorised by us and/or our third-party licensors.

Nothing in these Terms shall operate to transfer ownership rights in the Services or and any of lrnrx’s intellectual property, hardware, Software, or any parts there of.

Unless otherwise indicated, lrnrx owns or licenses from third parties all rights, title and interest, including Intellectual Property Rights, all property on the Services.

If these Terms or a User’s Subscription are terminated for any reason, the licence granted in accordance with clause 8.1 is terminated and a User shall have no Claim against lrnrx for any Claim against or Loss suffered by a User as a result of such termination.

Maintenance And Disruption Reporting

lrnrx shall be entitled to disrupt and interrupt the availability of the Services for maintenance purposes and as a result of other technical requirements. As far as reasonably practicable, maintenance work shall be carried out outside ordinary business hours on Monday to Friday. If a maintenance task will result in an interruption of the use of the Services of 24 hours or more, lrnrx shall announce this maintenance work via e-mail or a notification on its Website.

lrnrx uses third-party applications and services, including but not limited to Application Programming Interfaces (APIs) integrations, to provide certain features or functionalities to the Services. The User acknowledges that lrnrx has no control over the availability, performance, or content of such third-party services, and that interruptions, delays, or failures may occur without notice due to issues beyond lrnrx’s control.

If you encounter disruptions to the availability or functionality of the Services, you can report the issue, along with the browser used, version of the browser and a description of the steps necessary to reproduce the disruption by email to: hello@lrnrx.com.au.

A User shall have no Claim against lrnrx for any Claim against or Loss suffered by a User as a result of the Services being interrupted, delayed, or unavailable due to technical failure, maintenance purposes or third-party issues beyond lrnrx’s control.

Dispute Resolution

Read this provision carefully as the User is agreeing to resolve all disputes between it and lrnrx through a binding individual arbitration and include a class action waiver and jury trial waiver.

The User acknowledges and agrees to resolve, by binding individual arbitration as provided below, for all disputes, including but not limited to, any claim, dispute, action, or other controversy, whether based on past, present, or future events, whether based in contract, tort, statute, or common law, between lrnrx and the User concerning the Services or these Terms (Dispute), except for:

• any claim within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is an individual dispute and not a class action; and
• any dispute relating to the ownership or enforcement of Intellectual Property Rights.

Neither party will seek to have a Dispute heard as a class action or as a private attorney-general action or in any other proceeding in which any party acts or proposes to act in a representative capacity. The parties agree to, and expressly waive any right to file a class action or seek relief on a class basis.

No arbitration can be combined with another without the prior written consent of all parties to the applicable arbitrations. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party shall be entitled to arbitration, and instead, all Disputes will be resolved in a court.

We may elect, in our sole discretion, to pursue a Dispute in court rather than through arbitration.

General

Jurisdiction

For all locations, these Terms are governed by and construed in accordance with Australian law. You irrevocably submit to the exclusive jurisdiction of the courts of Queensland, Australia , and any court that may hear appeals from any of those courts for determining any dispute concerning these Terms and waive any right you may have to claim that those courts are an inconvenient forum. This clause 11.1 shall survive the termination of these Terms.

Severability

If a Court of competent jurisdiction finds any provision or part of a provision of these Terms invalid, unenforceable or in conflict with the law, that part or provision is to be amended, read down or severed to the extent necessary to achieve as nearly as possible the intent of the Parties without affecting the validity or enforceability of the remaining provisions which will continue in full force and effect.

Force Majure

If lrnrx are unable to perform in whole or in part, any obligation under these Terms as a result of any fact, circumstance or matter beyond its control, lrnrx is relieved of that obligation to the extent and for the period that it we are unable to perform the obligation. The User agrees that lrnrx will not be held liable for any delay or failure in performance of any part of the Services.

No waiver

No waiver of rights under these Terms or any of our policies, or agreement between lrnrx and a User’s shall constitute a subsequent waiver of that or any other right. Any failure or delay on our part to enforce any right or provision of these Terms will not constitute a waiver of any future right of enforcement of that right or provision.

Survival

Without limiting the common law position on survival, the following clauses 3, 4, 6, 8, 10 in this Agreement shall survive the expiry or early termination of these Terms.

Assignment

The User must not assign any of its rights or obligations under these Terms without prior written consent from lrnrx. lrnrx may freely assign and transfer any of its rights or obligations under these Terms by providing one (1) months’ notice in writing.

CONTACT

If you have any questions about these Terms, please contact us at:

Email: hello@lrnrx.co
Phone: +61 2 8061 8683