This is an online/clickwrap agreement (hereafter, this Agreement) with RealWell Pty Ltd (ACN 660 187 708). If you are entering into this Agreement as an individual, you warrant that you are legally capable of doing-so. If you are entering into this Agreement on or behalf of a legal entity (such as a Government Department, company, partnership or charity), you warrant that you are authorised to enter into this Agreement on behalf of such entity. For referencing purposes, a) you (the individual); or b) the legal entity which you’re representing, is referred-to in this Agreement as the Client.

The Client acknowledges that this Agreement needs to be read in conjunction with the online order form (that was electronically displayed to the Client – before being provided with this Agreement). Specifically, the online order form articulates the following concepts – which are referenced throughout this Agreement:

• RealWell Resources means the specific RealWell Resource/s that the Client has purchased a licence to use under the terms of this Agreement - being either:

  • Rumble’s Quest being the online system developed to measure the social wellbeing of primary-school children. The technical specifications for Rumble’s Quest are contained in
    https://www.realwell.org.au/rumbles-quest/minimum-requirements/ .
  • PEEM: A Parent’s Voice being the online tool that measures parent empowerment and efficacy.
• Term means the duration that the Client is licensed to use the RealWell Resources.
• Fee means the fee payable by the Client to RealWell Pty Ltd to licence the RealWell Resources.
• Number of Users being the permitted number of individual users permitted to use the RealWell Resources on behalf of the Client.

Further, for the purposes of this Agreement, the following words have the meaning described:

• Client Data means the data collected from End Users pursuant to their use of the RealWell Resources, including any Personal Information about those End Users.
• End Users means individual users of the RealWell Resources, which, in the case of Rumble’s Quest, will be children, and in the case of PEEM: A Parent’s Voice, will be parents, guardians and/or carers.
• Hosted Service Provider means Amazon Web Servers, Sydney.
• IP means intellectual property, and including copyright (including ‘Future Copyright’, as defined in section 10 of the Copyright Act 1968) and neighbouring rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks (including service marks), registered designs and circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
• Personal Information has the meaning described in the Privacy Act (Cth) 1988.
• Reports means any data or report that may be generated by the Client when using the functionality of the RealWell Resources.

To avoid any doubt, this is a legally-binding Agreement that formalises the particulars on which RealWell Pty Ltd will licence the Client the RealWell Resources.

Term of Agreement

1. This Agreement will commence upon the Client’s electronic acceptance of this Agreement, and subject to the termination rights, will continue for the duration of the Term.
2. Near completion of the Term, RealWell Pty Ltd may email the Client with a reminder notice that includes details regarding how the Client may renew this Agreement.
3. Use of RealWell ResourcesIn consideration for the Client paying RealWell Pty Ltd the Fee, RealWell Pty Ltd will make the RealWell Resources available to the Client (and its End Users) for the duration of the Term.
4. To avoid any doubt, if the Client breaches any material term of this Agreement (including if the Client exceeds the Number of Users; or if the Client allows a third party (other than End Users) to use the RealWell Resources), RealWell Pty Ltd may exercise its right to terminate this Agreement pursuant to clause 16.
5. This Agreement (and the use of the RealWell Resources) has been prepared to comply with Australian privacy laws. The Client warrants that it is based-in (and using the RealWell Resources) within Australia, with Australian End Users.
6. To the extent that the Client wishes to maintain a copy of Client Data, the Client can download such data using the dashboard functionality in the RealWell Resources. The Client acknowledges that RealWell Pty Ltd is not obligated to store or maintain a copy of the Client Data after completion of the Agreement.

7. Intellectual Property rightsThe parties agree that all IP rights in:

   1. the RealWell Resources vests exclusively in RealWell Pty Ltd; and
   2. Client Data and Reports remains vested in the Client.

8. The Client acknowledges that the functionality of the RealWell Resources involves the Client Data (including any Personal Information therein) being encrypted and transmitted-to/stored-on the Hosted Service Provider. Further:

   1. subject to clause 9, only the Client is able to access the Client Data, on the Hosted Service Provider’s service; and
   2. RealWell will be able to directly access de-identified Client Data directly from the Hosted Service Provider, provided such usage is consistent with clause 9;

9. The Client grants to RealWell a non-exclusive, royalty-free, worldwide, perpetual licence to use de-identified Client Data for

   1. purposes consistent with this Agreement;
   2. ongoing quality assurance of RealWell Resources including updating psychometric properties and updating population norms that serve as performance benchmarks that improve the utility of Reports,
   3. research on the social and psychological determinants of child, youth, and family wellbeing which will be undertaken in collaboration with Griffith University as research and development partner; and
   4. publication purposes consistent with clause 15
10. The Client warrants that it is entitled to provide the Client Data to the Hosted Service Provider as contemplated by the terms of this Agreement. To the extent that the Client is required to seek any consent to provide the warranty in this clause (including any consent required from an End User or their parent or guardian) to use the RealWell Resources, the Client is responsible for doing so.
11. Support ServicesRealWell Pty Ltd will endeavour to ensure RealWell Resources are continuously available for authorised use by the Client, however the Client acknowledges there may be occasions (including for reasons of maintenance or upgrades) that the RealWell Resources (or any part of them) may not be available from time to time.
12. The Client acknowledges that RealWell will not provide the Client with any support services in respect of the Client’s use of the RealWell Resources (other than the support that’s embedded in the RealWell Resources)
13. The Client may contact the RealWell team to request additional support services in respect of their use of the RealWell Resources. The parties agree that such services will be charged at the hourly rate that the parties agree on in writing.

14. Limitation of LiabilityThe Client acknowledges and agrees that:

    1. the RealWell Resources are provided on an AS-IS basis. To the extent permitted by law, RealWell makes no guarantees, representations or warranties of any kind, express or implied, with respect to the content, effectiveness or usefulness of, or results or Reports obtained from the RealWell Resources or the use of the RealWell Resources generally;
    2. access to RealWell Resources may not be continuous or uninterrupted and there may be associated interruptions and failures of the RealWell Resources, and to the extent permitted by law, agrees that RealWell Pty Ltd will not be held liable for any loss or damage incurred by the Client (or End Users) pursuant to their use of RealWell Resources;
    3. RealWell Pty Ltd is not responsible nor liable for any breach of confidentiality that occurs pursuant to a Report not in RealWell’s possession being accessed by an unauthorised third party. The Client agrees to treat all Reports generated using RealWell Resources as confidential and take all steps necessary to ensure they are appropriately safeguarded from unauthorised access;
    4. in no event will RealWell Pty Ltd be liable for any indirect or consequential loss or damage incurred by the Client (or End Users) pursuant to any use of RealWell Resources. To the extent that RealWell Pty Ltd is liable to the Client under this Agreement, RealWell Pty Ltd’s liability is capped at the value of the Fee;
    5. no information provided by an End User can in itself constitute conclusive evidence of a child safety risk, however, if any Report is generated from using the RealWell Resources that raises or adds to the Client’s concerns over the welfare or safety of a child, the Client must comply with its existing policies and procedures and any legislative requirements governing such matters;
    6. it will indemnify RealWell Pty Ltd for any loss, liability or claim brought against RealWell Pty Ltd by an End User pursuant to their use of RealWell Resources.
15. Publication RightsAny publication of material by RealWell Pty Ltd and its academic research partner Griffith University that is derived from Client Data must not contain any Personal Information.
16. Termination RightsEach party may terminate this Agreement by notice in writing to the other party in the event that the other party (a) has breached a provision of this Agreement and fails to remedy that breach within 30 days after receiving notice requiring it to rectify the breach; or (b) breaches a material provision of this Agreement where that breach is not capable of remedy; in which case the terms of this Agreement terminate on the date specified in the notice, or if no date is specified immediately.
17. Either party may terminate this Agreement for convenience by giving the other party 10 business days notice. In circumstances where RealWell Pty Ltd exercises this right, it will provide an additional 60 day notice period to allow for the download of Client Data from the servers.
18. Termination of this Agreement does not affect any accrued rights or remedies of a party.
19. General TermsClauses 7,9,10 14, 15 and 24 survive the termination or expiry of this Agreement.
20. This Agreement constitutes the entire Agreement between the parties and supersedes all previous written and oral agreements and understandings reached by the parties.
21. No court proceedings will be brought relating to this Agreement (except for interlocutory proceedings) without first attempting to resolve the dispute by negotiation.
22. No rights under this Agreement will be deemed to be waived except where the waiver is in writing and signed by both parties. A waiver by a party will not prejudice that party's rights in respect of any subsequent breach of this Agreement. Any failure by either party to enforce any clause of this Agreement, any forbearance, delay, or indulgence generated by either party to the other will not be construed as a waiver of rights under this Agreement.
23. RealWell Pty Ltd may at any time at its sole discretion update or vary existing features or add new features to RealWell Resources – provided such changes do not degrade the functionality of such resources.
24. Part or all of any provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining provisions of this Agreement continue in force.
25. This Agreement shall be governed and construed in accordance with the laws of the State of Queensland, Australia. The parties submit unconditionally to the exclusive jurisdiction of the Courts of Queensland.