MOBILE APPLICATION END USER LICENSE AGREEMENT

1. General

The Application is licensed, not sold, to you (the “User”) by Synapses Global Assist Pty Ltd (ACN 640 006 757) trading as MiAid (the “Company”) for use strictly in accordance with the terms and conditions of this agreement (“Agreement”), and any usage terms established by any other third party terms of use, such as Apple or Google and such other vendors (“Usage Rules”), which are incorporated herein by this reference.

The term "Application" shall refer to and consist of the following:

1. the mobile software application accompanying this Agreement being the smartphone application “MiAid” which provides Users with location specific medical information and related medical services Users can access from their smartphone or other electronic devices;

2. any updates, modifications or enhancements to the items listed in subsection (i); and

3. any specific website the Application directs the User to via any browser located on the User’s mobile device (“Mobile Device”).

2. Use of Application

1. General

The information contained in the Application is intended to provide general information only.

The User acknowledges and agrees that the User is responsible for the User’s own health and body and any services the User receives via the Application is at the User’s own risk. Therefore if the User has any medical condition or health issues the User should immediately contact a doctor.

The User acknowledges that the Application may permit the acquisition of products and services and access to web sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by the Company, including, but not limited to, medical information and related medical services from general practitioners (“Company Content and Services”).

3. Agreement Grant and Restrictions on Use

1. Agreement Grant

The Company grants the User a revocable, non-exclusive, non-transferable, limited right to install and use the Application on a single Mobile Device owned and controlled by the User, and to access and use the Application on such Mobile Device strictly in accordance with the terms and conditions of this Agreement, the Usage Rules and any service agreement associated with the User’s Mobile Device (collectively "Related Agreements").

2. Restrictions on Use

The User shall use the Application strictly in accordance with the terms of the Related Agreements and shall not:

1. decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application;

2. make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application;

3. violate any applicable laws, rules or regulations in connection with the User’s access or use of the Application;

4. remove, alter or obscure any proprietary notice (including any notice of copyright or trade mark) of the Company or its affiliates, partners, suppliers or the licensors of the Application;

5. use the Application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;

6. make the Application available over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time;

7. use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by the Company;

8. use the Application to send automated queries to any website or to send any unsolicited commercial e-mail; or

9. use any proprietary information or interfaces of the Company or other intellectual property of the Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application.

4. Company Content and Services

1. Disclaimer

The User acknowledges that the User’s access to and use of the Company Content and Services is at the User’s sole discretion and risk.

To the maximum extent permitted by law, the Company hereby disclaims any representation, warranty or guarantee regarding the Company Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guarantee regarding the availability, quality, reliability, features, appropriateness, accuracy or completeness of the Company Content and Services.

2. Use of Company Content and Services

The User assumes all risks arising out of or resulting from the User’s use of the Company Content and Services and, subject to applicable laws, the User agrees that the Company and its affiliates, partners, suppliers and licensors are not responsible or liable for any loss or result arising from use of the Company Content and Services.

The User agrees that the Company Content and Services contain proprietary information and material that is owned by the Company and its affiliates, partners, suppliers and licensors and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that the User will not use such proprietary information or materials in any way whatsoever except for permitted use of the Company Content and Services.

No portion of the Company Content and Services may be reproduced in any form or by any means. The User agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Company Content and Services, in any manner, and the User shall not exploit the Company Content and Services in any unauthorised way whatsoever, including, without limitation, by trespass or burdening network capacity.

The User agrees that the User will not use any Company Content and Services in a manner that would infringe or violate the rights of any other party, and that the Company is not in any way responsible for any such use by the User.

5. Intellectual Property Rights

1. Rights to Application

The User acknowledges and agrees that the Application and all copyrights, patents, trade marks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of the Company.

The User acknowledges and agrees that the source and object code of the Applications and the format, directories, queries, algorithms, structure and organisation of the Application are the intellectual property and proprietary and confidential information of the Company and its affiliates, licensors and suppliers.

Except as expressly stated in this Agreement, the User is not granted any intellectual property rights in or to the Application by implication, estoppel or other legal theory, and all rights in and to the Application not expressly granted in this Agreement are hereby reserved and retained by the Company.

2. Third Party Software

The Application may utilise or include third party software that is subject to open source and third party license terms ("Third Party Software"). The User acknowledges and agrees that the User’s right to use such Third Party Software as part of the Application is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein.

In the event of a conflict between the terms of this Agreement and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to the User’s use of the relevant Third Party Software. In no event, shall the Application or components thereof be deemed to be "open source" or "publicly available" software.

3. The Company’s Trade Marks and Logos

The User is not authorised to use the Company trade marks or logos in any advertising, publicity or in any other commercial manner without the prior written consent of the Company, which may be withheld for any or no reason.

6. Restriction on Transfer

The User may not rent, lease, lend, sublicense or transfer the Application, this Agreement or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect.

7. Use of Information

1. Consent to Use Information

The User hereby authorises and consents to the collection, storage and use, by the Company and its affiliates, partners and agents, of any information and data related to or derived from the User’s use of the Application, and any information or data that the User provides to the Company and its affiliates, partners and licensors ("Information").

Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information and data, in an aggregate (not user level) form: search requests, search results, patterns, data and suggestions based on user actions.

Notwithstanding the foregoing, the User shall not provide or disclose and the Information shall not include any information or data that is personally identifiably to the User. The Information will be treated as being non-confidential and non-proprietary, and the Company assumes no obligation to protect confidential or proprietary information (other than personally identifiable information) from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction.

We will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such Information and otherwise in accordance with the Company’s Privacy Policy.

2. Privacy Policy

The User agrees that it shall comply with the terms and conditions of the Company’s Privacy Policy, which sets forth and describes the practices of the Company with respect to the collection, use and disclosure of Information in connection with the User’s use of the Application in accordance with the Privacy Act 1988 (Cth).

The Company may modify or amend the terms of the Company Privacy Policy by posting a copy of the modified or amended Company Privacy Policy on the Company’s website or emailing a revised Company Privacy Policy to the User. The User will be deemed to have agreed to any such modification or amendment by the User’s decision to continue using the Application following the date in which the modified or amended Company Privacy Policy is posted on the Company’s website or the User is emailed a revised Company Privacy Policy.

3. Account Security

The User is responsible for maintaining the confidentiality of the username and password the User designates during the registration process and the User is solely responsible for all activities that occur under the User’s username and password.

The User agrees to immediately notify the Company of any disclosure or unauthorised use of the User’s username or password or any other breach of security.

8. Third Party Content and Services

1. General

The User acknowledges and agrees that the Application may permit access to and the acquisition of products, services, web sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties ("Third Party Content and Services").

2. Disclaimer

The User acknowledges and agrees that the Company does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites available through the Application). Furthermore, the User’s access to and use of the Third Party Content and Services is at the User’s sole discretion and risk and the Company and its affiliates, partners, suppliers and licensors shall have no liability to the User arising out of or in connection with the User’s access to and use of the Third Party Content and Services.

To the maximum extent permitted by law, the Company hereby disclaims any representation, warranty or guarantee regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guarantee regarding the availability, quality, reliability, features, appropriateness, accuracy or completeness of the Third Party Content and Services.

3. Third Party Terms of Service

The User acknowledges and agrees that their access to and use of the Third Party Content and Services and any correspondence or business dealings between the User and any third party using the Application may be governed by and require the User’s acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein.

The User acknowledges and agrees that the Third Party Content and Services and any related third party terms of service are subject to change by the applicable third party at its sole discretion and without any notice.

The User assumes all risks arising out of or resulting from the User’s transactions of business over the internet and with any third party, and the User agrees that the Company and its affiliates, partners, suppliers and licensors are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers.

Furthermore, the User acknowledges and agrees that the User is not being granted a license to:

1. the Third Party Content and Services;

2. any products, services, processes or technology described in or offered by the Third Party Content and Services; or

3. any copyright, trade mark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein.

4. Endorsements

The User acknowledges and agrees that the provision of access to any Third Party Content and Service shall not constitute or imply any endorsement by the Company or its affiliates of such Third Party Content and Services.

The Company reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the Application, although the Company has no obligation to restrict or deny access even if requested by the User.

5. Inappropriate Materials

The User understands that by accessing and using the Third Party Content and Services, the User may encounter information, materials and subject matter:

1. that the User or others may deem offensive, indecent, or objectionable;

2. which may or may not be identified as having explicit language; and

3. that automatically and unintentionally appears in search results, as a link or reference to objectionable material.

Notwithstanding the foregoing, the User agrees to use the Third Party Content and Services at their sole risk and that the Company and its affiliates, partners, suppliers and licensors shall have no liability to the User for information, material or subject matter that is found to be offensive, indecent, or objectionable.

6. Use of Third Party Content and Services

The User acknowledges and agrees that the Third Party Content and Services contain proprietary information and material that is owned by the Company and its affiliates, partners, suppliers and licensors and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that the User will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third Party Content and Services.

No portion of the Third Party Content and Services may be reproduced in any form or by any means. The User agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third Party Content and Services, in any manner, and the User shall not exploit the Third Party Content and Services in any unauthorised way whatsoever, including, without limitation, by trespass or burdening network capacity.

The User acknowledges and agrees that the User will not use any Third Party Content and Services in a manner that would infringe or violate the rights of any other party, and that the Company is not in any way responsible for any such use by the User.

9. Terms and Termination

This Agreement shall be effective until terminated.

The Company may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement and the rights afforded to the User hereunder with or without prior notice.

If the User fails to comply with any terms and conditions of this Agreement, then this Agreement and any rights afforded to the User in this Agreement shall terminate automatically, without any notice or other action by the Company. Upon the termination of this Agreement, the User shall cease all use of the Application and uninstall the Application.

10. Disclaimer of Warranties

The User acknowledges and agrees that the Application is provided on an "as is" and "as available" basis, and that the User’s use of or reliance upon the Application, the Company Content and Services and any Third Party Content and Services accessed thereby is at the User’s sole risk and discretion.

To the maximum extent permitted by law, the Company and its affiliates, partners, suppliers and licensors hereby disclaim any and all representations, warranties and guarantees regarding the Application, the Company Content and Services and Third Party Content and Services, whether express, implied or statutory, and including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Furthermore, to the maximum extent permitted by law, the Company and its affiliates, partners, suppliers and licensors make no warranty that:

1. the Application, the Company Content and Services or Third Party Content and Services will meet the User’s requirements;

2. the Application, the Company Content and Services or Third Party Content and Services will be uninterrupted, accurate, reliable, timely, secure or error-free;

3. the quality of any products, services, information or other material accessed or obtained by the User through the Application will be as represented or meet the User’s expectations; or

4. any errors in the Application, the Company Content and Services or Third Party Content and Services will be corrected.

To the maximum extent permitted by law, no advice or information, whether oral or written, obtained by the User from the Company or from the Application or in the acquisition of the Company Content and Services shall create any representation, warranty or guarantee. Furthermore, the User acknowledges and agrees that the Company has no obligation to correct any errors or otherwise support or maintain the Application.

11. Limitation of Liability

To the maximum extent permitted by law, under no circumstances shall the Company or its affiliates, partners, suppliers or licensors be liable for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with the User’s access or use of or inability to access or use the Application, the Company Content and Services and any Third Party Content and Services, whether or not the damages were foreseeable and whether or not the Company was advised of the possibility of such damages

Notwithstanding any provision of this Agreement, to the full extent permitted by any applicable law, where the benefit of any such condition, warranty or other obligation is conferred upon the User, the Company’s sole liability for breach of any such condition, warranty, guarantee or other obligation will be limited to:

1. the replacement of the goods or services or the supply of equivalent goods or services or payment of the cost of replacing the goods or services or acquiring equivalent goods or services; or

2. the repair of the goods or services or payment of the cost of having the goods or services repaired.

12. Indemnification

The User shall indemnify, defend and hold harmless the Company and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the "Indemnified Parties") from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following:

1. the User’s access to or use of the Application, the Company Content and Services or Third Party Content and Services;

2. the User’s breach of this Agreement;

3. the User’s violation of any law;

4. the User’s negligence or willful misconduct; or

5. the User’s violation of the rights of a third party, including the infringement by the User of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity.

These obligations will survive any termination of the Agreement.

13. Compatibility

The Company does not warrant that the Application will be compatible or interoperable with the User’s Mobile Device or any other piece of hardware, software, equipment or device installed on or used in connection with the User’s Mobile Device. Furthermore, the User acknowledges that compatibility and interoperability problems can cause the performance of the User’s Mobile Device to diminish or fail completely, and may result in permanent damage to the User’s Mobile Device, loss of the data located on the User’s Mobile Device, and corruption of the software and files located on the User’s Mobile Device.

The User acknowledges and agrees that the Company and its affiliates, partners, suppliers and licensors shall have no liability to the User for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.

14. Miscellaneous

1. Governing Law

This Agreement shall be deemed to take place in the State of Victoria, Australia and shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. Any disputes arising from this Agreement shall be adjudicated in the courts of Victoria, Australia.

2. Severability

If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

3. Waiver

Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.

4. Modification or Amendment

The Company may modify or amend the terms of this Agreement by posting a copy of the modified or amended Agreement on the Company’s website or emailing a revised Agreement to the User. The User will be deemed to have agreed to any such modification or amendment by the User’s decision to continue using the Application following the date in which the modified or amended Agreement is posted on the Company’s website or the User is emailed a revised Agreement.

5. Survival

Any provision of this Agreement that can survive the termination of this Agreement shall survive such termination.

6. Assignment

The User shall not assign this Agreement or any rights or obligations herein without the prior written consent of the Company and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. The Company can assign this Agreement including any rights or obligations herein by providing written notice to the User.

7. Entire Agreement

This Agreement including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Application licensed and supersedes all prior or contemporaneous understandings regarding such subject matter.