Surgery TV Pty Ltd ACN 647 824 388 (Surgery TV Pty Limited, We or Us) provides the products and services of recording, editing, storage and display of video footage of surgical procedures and photo stills of surgical procedures taken from video and camera devices, and storage of PDF document reports of surgical procedures (Surgery TV).
This agreement sets out the terms and conditions on which Surgery TV Pty Limited will provide Surgery TV to individuals (User or You).
By using the website or mobile app, You agree that You have read, understood and will be bound by these terms and conditions and any Surgery TV Notices or Surgery TV Policies. These terms and conditions, together with any Surgery TV Notices or Surgery TV Policies comprise this agreement.
As outlined in clause 15.2(c), We only collect Your Data in accordance with Our privacy policy.
1. Term
(a) Subject to clause 1(b), this agreement commences on the Commencement Date and will continue for the Initial Term and any Renewal Term, unless terminated earlier in accordance with clause 13.
(b) Unless You provided written notice to Us within 10 Business Days of termination of the then current Term, this agreement will automatically be renewed for a further Renewal Term commencing upon expiry of the relevant Initial Term or Renewal Term and You will be charged the relevant Subscription Fee for such Renewal Term.
(c) Your account will be charged the Subscription Fee for the next Renewal Term within 24-hours prior to the conclusion of the Initial Term or current Renewal Term (as applicable).
2. Surgery TV
2.1 Provision of Surgery TV
We will during the Term:
(a) provide Surgery TV to You on the terms and conditions of this agreement;
(b) use commercially reasonable endeavours to provide You with access to and use of Surgery TV; and
(c) permit You to access and use Surgery TV for the primary purpose of:
(i) education (this would involve disclosure of de-identified video footage only):
(A) to allow You to enhance Your professional development;
(B) to enable You to share information when participating in educational events or seminars; and
(C) to educate other health professionals, medical students or trainees;
(ii) marketing (this would involve disclosure of de-identified video footage only):
(A) to market and promote Your practice and/or business;
(B) to share on Your personal website;
(C) to develop Your personal brand and reputation; and
(D) for You to create a Surgery TV public profile;
(iii) insurance purposes (this would generally involve disclosure of de-identified video footage only, unless the disclosure of video footage is directly related to an insurance claim in relation to the surgery or health care of the relevant patient):
(A) for health insurance purposes;
(B) for professional indemnity insurance purposes; and
(C) for claims purposes;
(iv) legal and claims purposes (this would generally involve disclosure of de-identified video footage only, unless the disclosure of video footage is directly related to a legal claim or matter in relation to the surgery or health care):
(A) for medico-legal purposes; and
(B) to assist in defending a legal claim made against You.
2.2 Surgery TV Equipment
(a) The parties may enter into a separate agreement for the sale or lease of Surgery TV Equipment (including endoscopic camera) from either Surgery TV Pty Limited or the third party manufacturer to You (Equipment Agreement).
(b) You must comply with the terms and conditions of the Equipment Agreement.
(c) To the extent of any inconsistency between these terms and conditions and the Equipment Agreement, these terms and conditions prevail.
(d) A breach of the Equipment Agreement by You shall be deemed a breach of this agreement.
(e) Alternatively, You or the relevant hospital may purchase the endoscopic camera directly.
(f) You are responsible for the procurement and use of any equipment (including endoscopic camera) within Your ownership and/or control which You use with Surgery TV..
2.3 No exclusivity
You acknowledge and agree that all rights granted to You under this agreement (including all rights to use Surgery TV) are non-exclusive.
3. Limitations on use
You agree that You will only use Surgery TV for the permitted uses described in clause 2.1(c).:
4. Permitted activities
Subject to the terms of this agreement you are permitted to:
(a) edit the surgical video footage provided to you by Surgery TV on your mobile device into a shortened video (maximum three minutes) only for the purposes described in clause 2.1(c); and
(b) distribute the website url links of your public Surgery TV Website Portal provided to you by Surgery TV only for the purposes described in clause 2.1(c).
5. Acknowledgements
You acknowledge and agree that:
(a) information and content provided through Surgery TV is not medical advice;
(b) You are solely responsible for deciding what surgical procedures are recorded;
(c) You are solely responsible for operating the Surgery TV Equipment and any other equipment which you use with Surgery TV, including an endoscopic camera;
(d) You are solely responsible for obtaining appropriate consent from the each relevant patient in relation to the collection, use and disclosure of Personal Information in relation to your use of Surgery TV;
(e) You are responsible for ensuring that Surgery TV is compatible with Your own hardware, software and internet and network capabilities and maintaining all hardware, software, Third Party Applications and other technology necessary to be able to access and use Surgery TV.
6. Your obligations
You must:
(a) use Surgery TV only in accordance with this agreement;
(b) ensure that Your use of Surgery TV complies with all applicable laws, regulations and codes of conduct;
(c) only use and copy Documentation to the extent necessary to use Surgery TV;
(d) comply with any Surgery TV Policies in relation to the use of Surgery TV Equipment and Surgery TV Portal;
(e) not modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of Surgery TV, including but not limited to Surgery TV Equipment, removing Surgery TV watermark from videos or photos, and not create derivative works from all or any part of Surgery TV, unless permitted in accordance with clause 4(a);
(f) not attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained in Surgery TV;
(g) not create derivative works from all or any part of Surgery TV;
(h) not distribute (unless permitted in accordance with clause 4(b)), transfer, assign, rent, lease, lend, sell, licence or otherwise dispose of all or any part of Surgery TV or any compilation derived from Surgery TV; and
(i) not make any part of Surgery TV publicly available, unless permitted under this agreement.
7. Features of Surgery TV
You acknowledge that We retain the sole discretion regarding the functions and activities functions and other benefits of Surgery TV, including storage, video editing and distribution. Nothing in this agreement requires Us to provide or maintain any features, functions or other benefits in respect of Surgery TV and We may at any time vary, modify or suspend the features, functions and other benefits available to You in respect of Surgery TV. You also acknowledge and agree that nothing in this agreement limits Our right to discontinue or alter any such features, functions, services or other benefits from time to time.
8. Third Party Applications and equipment
You acknowledge that Surgery TV may interact with Third Party Applications or equipment or require Third Party Applications or Third Party Providers to be used to provide particular features or functionality. You acknowledge that access to such Third Party Applications, equipment or services and any support for such Third Party Applications, equipment or services must be obtained directly from the relevant Third Party Provider at Your cost. We do not make any representations or warranties regarding any such Third Party Applications, equipment or services and will not be responsible for any issues in respect of Third Party Applications, equipment or services or any Loss suffered by You in connection with any Third Party Applications, equipment or services or Your dealings with Third Party Providers.
9. Authentication Credentials
9.1 Provision of Authentication Credentials
We may provide or enable You to generate passwords or other ways to enable Us to identify You (Authentication Credentials) in order for You to be able to access Surgery TV Website Portal.
9.2 Your Obligations in relation to the Authentication Credentials
(a) You must:
(i) ensure that each Authentication Credential is securely maintained and used only by You;
(ii) immediately notify Us and take immediate steps to suspend, disable or change an issued Authentication Credential if the Authentication Credential is lost, stolen, missing or is otherwise compromised; and
(b) not transfer or allow to be transferred Authentication Credentials between or amongst other persons.
(c) We reserve the right at any time and from time to time to change and/or revoke Authentication Credentials. You will be responsible for any use of Surgery TV Website Portal or any related transactions by any person using Your Authentication Credentials (whether authorised by You or not).
agreed in writing between You and Us, We are not required to provide any technical or other support to You in relation to Surgery TV Website Portal and nothing in this agreement imposes obligations on Us to develop, release or install for You any updates, upgrades, patches, bug fixes, new releases or new versions in respect of Surgery TV Website Portal or (Updates), provided, however, that if We do develop or release any Updates, We may deploy or install such Updates and/or require that all such Updates be used by You.
10. Payment
10.1 Subscription Fees and expenses
(a) In consideration of the provision of Surgery TV, during the Term You agree to pay to Us the Subscription Fees. You also agree to pay any other amounts which may become payable to Us under this agreement.
(b) We may increase the Subscription Fees:
(i) from time to time by providing written notice to You to reflect foreseen costs with delivering Surgery TV by giving You notice of the increase at least 10 days prior the and;
(ii) for any Renewal Term by giving You notice of the increase at least 10 days prior to commencement of the relevant Renewal Term.
(c) If You do not agree to the increased Subscription Fees, your access to Surgery TV Portal will be disabled at the conclusion of the Initial Term or current Renewal Term (as applicable) and any Subscription Fees paid by You prior to the date of termination are non-refundable.
10.2 Failure to pay
If You fail to pay any Subscription Fees or other amounts due to Us under this agreement (including where any payment using a credit card or other payment facility is rejected or charged back) then (without prejudice to Our other rights) We may issue a notice to You stating that the relevant amount is overdue (Overdue Notice).
Unless otherwise We do not receive payment of the relevant Subscription Fees or other amounts within 14 days of the date of the Overdue Notice, We may cease providing Surgery TV and may disable Your access to Surgery TV Website until such time as the outstanding amount is paid in full. We will not be liable for any Loss suffered by You as a result of exercising Our rights under this clause 10.2.
11. Suspension
(a) We may suspend Your rights or ability to access Surgery TV Website Portal or any part of Surgery TV where We determine such suspension is necessary including to address security risks or for regular maintenance or where You have breached any obligation under this agreement. We will use reasonable endeavours to minimise the duration of any such suspension and provide prior notice to You of any such suspension. You will be required to pay the Subscription Fees and any other relevant Subscription Fees notwithstanding any suspension under this clause 12 and We will not be liable for any Loss incurred by You as a result of or in connection with any suspension under this clause 12.
12. Termination
12.1 Termination with cause
We may, by written notice to You, terminate this agreement with immediate effect if:
(a) You fail to comply with any written notice issued by Us requiring You to remedy a breach, non-observance or non-performance of Your obligations under this agreement within seven days of receiving that notice from Us; or
(b) You commit a breach of this agreement which is incapable of remedy.
12.2 Termination without cause
Without limiting Our rights under clause 12.1, either party may terminate this agreement at any time and without cause by providing the other party with no less than 30 days written notice of termination subject to Subscription Fees paid by You prior to the date of termination are non-refundable.
13. Consequences of termination or expiry
Upon termination or expiry of this agreement taking effect:
(a)
(i) You must immediately cease using Surgery TV Website Portal;
(ii) pay to Us all Subscription Fees, expenses or other sums payable to Us under this agreement which have accrued or are payable as at the date of termination;
(b) We cease to have any obligations under this agreement or otherwise with respect to the provision of Surgery TV; and
(c) For the avoidance of doubt, following termination of this agreement taking effect, We will be entitled to retain any Subscription Fees paid by You, even if such amounts were paid in advance. Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations in the rest of this agreement.
14. Intellectual Property
14.1 Our Intellectual Property
(a) You acknowledge that nothing in this agreement grants You any ownership of, or (subject to clauses 14.1(c) and 14.2(b)) rights in respect of, the Intellectual Property in Surgery TV, any Data, any Documentation, any Intellectual Property in any materials created as a result of the performance of Surgery TV or Documentation created in connection with this agreement.
(b) Any Intellectual Property in respect of Surgery TV, Data or Documentation which is created by or vests in You during the Term is assigned to Us immediately upon the Intellectual Property being created or vesting in You, and You agree to do all things and execute all documents as are reasonably necessary to effect such assignment.
(c) We grant You a limited, non-exclusive, non-transferrable and revocable licence to use Surgery TV and Documentation solely to the extent such use is necessary for You to receive Surgery TV and as set out on this agreement. Unless revoked earlier by Us, the licence granted under this clause 14.1 terminates immediately upon the termination or expiry of this agreement.
14.2 Data
(a) You grant Us a non-exclusive, royalty-free, transferable and perpetual licence to use and exploit the Data:
(i) for providing Surgery TV to You;
(ii) as permitted under privacy laws; and
(iii) for analysing the de-identified Data in order to identify patterns, trends, and other statistical data or perform other data analytics.
(b) We grant You a non-exclusive, non-transferable licence to use Your Data during the Term solely for the purposes of Your use of Surgery TV .
(c) You acknowledge that the Data will be collected and disclosed by Us in accordance with Our privacy policy, and You consent to the collection of Data (including health information) in accordance with these policies and controls.
15. Security of Surgery TV
15.1 Our obligations
We will take all reasonable steps to ensure the security and safety of the Data and other information stored on Surgery TV Infrastructure, including by implementing and maintaining reasonable and current data protection and virus screening procedures and technologies. Notwithstanding the above, You acknowledge that transmissions over the internet cannot be guaranteed to be totally secure and We do not warrant and cannot ensure the security of any information or Data provided through Surgery TV.
15.2 Our liability
Provided We comply with our obligations under clause 15.1, subject to law, We will not be liable for any Loss suffered by You which arises out of or in connection with:
(a) any computer or telecommunication viruses or malicious code being transferred by or obtained as a result of the use of Surgery TV;
(b) any hacking into or other similar attacks on Surgery TV or Surgery TV Infrastructure; or
(c) any other data security issues in respect of Surgery TV or Surgery TV Infrastructure.
16. Hosting and back ups
From time to time Surgery TV Website Portal may be unavailable for access or use (including for the undertaking of scheduled or unscheduled maintenance in respect of Surgery TV Website Portal or Surgery TV Infrastructure) and We will not be liable for the consequences of any Surgery TV Website Portal unavailability and do not make any representations or provide any warranties regarding the availability of Surgery TV Website Portal or the timeframes within which any unavailability in respect of the Mindset Health Solution will be resolved.
17. Subcontractors
You agree and acknowledge that We may subcontract the performance of any of Our obligations or the exercise of any of Our rights under this agreement to any person without Your consent and on such terms and conditions as We deem fit from time to time.
18. Access
The Surgery TV Website Portal may be accessed and used throughout numerous jurisdictions and We make no representations that Surgery TV Website Portal complies with the laws of any particular jurisdiction. You are responsible for complying with the laws in any jurisdiction in which You access or use Surgery TV Website Portal and Surgery TV.
19. Warranties
19.1 Warranties excluded
(a) To the extent permitted by law, We do not warrant or guarantee that:
(i) Surgery TV will be compatible with, or capable of being used on or in connection with, Your computer and communications systems;
(ii) Your access to Surgery TV will be uninterrupted or error free;
(iii) Surgery TV will be accurate, reliable or fit for any particular purpose; or
(iv) any videos provided by Us to You, or otherwise produced by Surgery TV, as a result of Your use of Surgery TV will be accurate, complete, correct, reliable or fit for any particular purpose.
(b) Subject to law, We do not take any responsibility or assume any liability for any Data which is used in Surgery TV, or for any Loss or damage thereto.
19.2 Your warranty
You acknowledge and warrant that You:
(a) have relied on Your own judgment in the selection of Surgery TV;
(b) have satisfied Yourself that Surgery TV is fit for all the purposes which You require it for; and
(c) You use Surgery TV at your own risk.
20. Liability and indemnity
20.1 Limitation of liability
(a) Nothing in this agreement should be interpreted as attempting to exclude, restrict or modify the application of relevant consumer protection, consumer guarantees (including for personal injury) or other similar laws that apply to this agreement and cannot be contractually excluded, restricted or modified (Applicable Consumer Laws).
(b) Subject to clauses 22.1(a) and 22.1(e) and to the fullest extent permitted by law, Our maximum aggregate liability for any Loss, however caused, suffered by You in connection with this agreement or Your access to or use of Surgery TV is limited to the total amount of the Subscription Fees paid by You to Us under this agreement.
(c) Subject to clauses 22.1(a) and 22.1(e), to the extent permitted by law, Our liability to You in relation to any claim under any Applicable Consumer Laws relating to Your access and use of Surgery TV or otherwise arising under or in connection with this agreement is limited, at Our election and discretion to:
(i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; and
(ii) in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again.
(d) The above limitations of Our liability apply whether the claim is in contract, tort (including without limitation, negligence) equity or otherwise and even if We have been notified of the possibility of such Loss or damage and You agree that Our liability, if any, to You at law will be reduced by the extent, if any, to which You contributed to the Loss.
(e) To the extent permitted by law, all claims arising under or in connection with this agreement must be commenced within 6 months of the relevant events giving rise to the claim first occurring and all claims not commenced within such period are absolutely and forever barred.
20.2 Indemnity
You must indemnify and keep indemnified Us and each of Our directors, officers, employees, agents, contractors and related bodies corporate against any Loss suffered or incurred by Us which arises directly or indirectly out of:
(a) any breach of this agreement by You;
(b) You or any other person in any way accessing or using Surgery TV;
(c) any uploading of the Data by You which does not comply with privacy or other laws of any applicable jurisdiction;
(d) any claim by a third party that Your Data infringes the third party's Intellectual Property rights; or
(e) any negligent or unlawful acts undertaken by You.
20.3 Consequential Loss
We are not liable for any Consequential Loss (however caused) suffered or incurred by You in connection with this agreement or Surgery TV. This clause applies even if We knew or ought to have known that the relevant Consequential Loss would be suffered or incurred by Us.
21. GST
All consideration provided under these Terms and Conditions is exclusive of GST, unless it is expressed to be GST exclusive. You must advise us if You are not or cease to be registered for the purpose of GST.
22. General provisions
22.1 Relationship
Nothing in this agreement constitutes the parties as partners or joint venturers or constitutes any party as the agent of another party or gives rise to any other form of fiduciary relationship between the parties.
22.2 Governing law
This agreement will be construed and interpreted in accordance with the laws of the State of Queensland, Australia and each party submits to the non-exclusive jurisdiction of courts of that jurisdiction.
22.3 Assignment
You may not assign or otherwise deal with any of their rights or obligations under this agreement without Our prior written consent. We may assign, novate or otherwise deal with Our rights under this agreement at any time effective immediately upon Us notifying You of the assignment or novation.
22.4 Entire agreement
This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.
22.5 Force Majeure
If a party is prevented, hindered or delayed from performing its obligations under this agreement by a Force Majeure Event (other than an obligation of You to pay any Subscription Fees or other amounts), then as long as that situation continues, that party will be excused from performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly. If a party is affected by a Force Majeure Event it will immediately give the other party a notice of its occurrence and its effect or likely effect, and use all reasonable endeavours to minimise the effect of the Force Majeure Event and to bring it to an end.
22.6 Waiver and variation
We can amend these terms and conditions or Surgery TV at any time by providing to you 30 days prior written notice to You. If we amend these terms and conditions we will advise You by email and post the amended terms and conditions on our website and our app. If you do not agree to those terms and conditions You can terminate Your subscription by providing to us 30 days prior written notice.
22.7 Severability
If any provision of this agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
22.8 Notice and electronic communications
(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
(b) You agree that when You provide any consent, authority or agreement in relation to Surgery TV, You do so as an electronic transaction and warrant that such transaction shall be binding.
(c) You can direct notices, enquiries, complaints and so forth to Us as set out in this agreement. We will notify You of a change of details from time-to-time.
(d) We will send You notices and other correspondence to the details that You submit to Us, or that You notify Us of from time-to-time. It is Your responsibility to update Your contact details as they change.
(e) A consent, notice or communication under this agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
(f) Notices must be sent to the parties’ most recent known contact details.
22.9 Survival
The following clauses survive the expiration or termination of this agreement: clause 3 (limitations on use); clause 14 (consequences of termination or expiry); clause 14 (intellectual property); clause 15.2 (Our liability); clause 19 (Warranties); clause 20 (Liability and indemnity); clause 21 (GST), clause 22 (General provisions) and clause 23 (Definitions and interpretation).
23. Definitions and interpretation
23.1 Definitions
In this agreement, unless the context otherwise requires:
(a) Authentication Credentials means the username and password or other means of authentication which You are required to provide in order to be able to access Surgery TV Website Portal.
(b) Commencement Date means the date that You subscribe, and pay the applicable Subscription Fee, to use Surgery TV.
(c) Confidential Information means any information provided by a party to the other party (whether provided before or after execution of this agreement) in connection with Surgery TV or this agreement but does not include information which is in or becomes part of the public domain, other than through a breach of this agreement or of an obligation of confidence, or information which a party proves was independently acquired or developed without breaching any of the obligations set out in this agreement.
(d) Consequential Loss means loss beyond the normal measure of damages and includes indirect loss, loss of revenue, loss of reputation, loss of profits (direct or indirect), loss of actual or anticipated savings, loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties, loss of use, loss of or damage to data, cost of capital or costs of substitute goods, facilities or services.
(e) Data means all data, information (including Personal Information), content or communications in relation to Surgery TV.
(f) Documentation means any manuals, guides, reference materials or other similar documents in any form made available by Us to You in connection with Surgery TV.
(g) Force Majeure Event means the occurrence of an event or circumstances beyond the reasonable control of the party affected by it, including war, civil commotion, military action, government decree or an act of sabotage, strike, lockout or industrial action, storm, tempest, fire, flood, earthquake, pandemic or other natural calamity or an ongoing internet or telecommunications outage or impairment but does not include lack of funds.
(h) Government Authority means any governmental, semi-governmental, municipal, statutory, judicial or quasi-judicial authority, department, agency, body, entity, organisation, commission or tribunal.
(i) Improvement means any modification, alteration, development, new use, new features or other change to Surgery TV which makes it more accurate, more useful, more functional, more efficient, more cost effective or in any other way preferable.
(j) Indirect Tax means a goods and services tax, a value added tax, a consumption tax or a tax of a similar kind.
(k) Initial Term means the period starting on the Commencement Date and ending at the conclusion of the specific subscription period selected by You at the time You subscribe to use Surgery TV.
(l) Intellectual Property includes all patents, designs, copyright, trade marks or circuit layout rights and any right to apply for the registration or grant of any of the above.
(m) Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and whether direct loss or Consequential Loss.
(n) Personal Information means personal information as defined in the Privacy Act 1988 (Cth) and includes the personal information that is collected during the operation and creation of Surgery TV, including but not limited to:
(i) contact and identification information such as your name, address, telephone number, email address, date of birth, or other types of verification details;
(ii) names and identifying information of Your patients;
(iii) your medical registration details; and
(iv) other information required for Surgery TV’s functions and activities, including where required by law.
(o) Renewal Term means the period that this agreement is extended pursuant to clause 1(b).
(p) Surgery TV Equipment means equipment which Surgery TV lease or licences to You as part of Surgery TV.
(q) Surgery TV means the products and/or services of recording, editing, storage and display of video footage of surgical procedures and photo stills of surgical procedures taken from video and camera devices, and storage of PDF document reports of surgical procedures and includes:
(i) Surgery TV Equipment;
(ii) Surgery TV Portal
(iii) Surgery TV Infrastructure.
(r) Surgery TV Infrastructure means the data hosting systems, services or technologies used by Us in connection with the provision of Surgery TV, including software.
(s) Surgery TV Notices means any notices provided to You by Us from time to time under this agreement.
(t) Surgery TV Policies means any policies relating to Surgery TV which We provide to You from time to time or make available on this website as such policies may be updated by Us from time to time, including but not limited to, Surgery TV Privacy Policy.
(u) Surgery TV Portal means this Surgery TV website portal which holds surgery images operated by Surgery TV.
(v) Subscription Fees means the applicable subscription fees payable monthly to access Surgery TV Website Portal and to receive Surgery TV for the Initial Term or any Further Term, as notified to You at the time You first subscribe to use Surgery TV and as varied by Us from time to time in accordance with clause 9.1(b).
(w) Taxes means any taxes, rates, levies imposts, duties or other charges assessed or payable to any Government Authority and includes any additional taxes, interest, penalties, charges, fees or other amounts imposed in relation to a failure to file a return or to pay the tax.
(x) Term means the term of this agreement, comprising of (unless terminated earlier) the Initial Term and any Renewal Term.
(y) Third Party Application means any product, service, system, application or internet site integrated or interfaced with Surgery TV that is owned or operated by a Third Party Provider, and that is used by You in connection with Surgery TV .
(z) Third Party Provider means any third party that provides support, technology and/or other products or services that are used by You in connection with Surgery TV .
(aa) User means a person who purchases Surgery TV.
23.2 Interpretation
In this agreement, headings are inserted for convenience only and do not affect the interpretation of this agreement and, unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(c) the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar expressions;
(d) a reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trustee, a trust, an association (whether incorporated or not), a government and a government authority;
(e) all monetary amounts are in Australian dollars, unless otherwise stated and a reference to payment means payment in Australian dollars; and
(f) no provision of this agreement will be construed to the disadvantage of a party merely because that party was responsible for the preparation of the agreement or the inclusion of the provision in the agreement.