HEALTHY SITE ALLIANCE END USER LICENSE AGREEMENT (EULA)

Last Updated: 02/04/2025
Effective Date: The effective date of this Agreement is the date on which the End User accepts the terms of this EULA via the designated acceptance process.

This End User License Agreement (“Agreement” or “EULA”) is entered into by and between:

Healthy Site Alliance Pty Ltd (“HSA”), a company registered under the laws of Queensland, Australia.
You (“End User”), an individual or entity accepting these terms, with details provided upon account registration or order form completion.

By accessing or using the Exposure Control Tool Software, the Exposure Compliance Tool Software and/or the Exposure Collection Tool Software (the "Software"), You acknowledge that You have read, understood, and agree to be bound by this EULA.

1. DEFINITIONS

• 1.1 Pharos Health: Pharos Health LLC, a Delaware limited liability company and owner of the Software and its IP.
• 1.2 Software: The Exposure Control Tool Software and related tools, owned by Pharos Health and sublicensed by HSA.
• 1.3 Exposure Data Sets: Aggregated, anonymised data collected from the Software, owned by Pharos Health.
• 1.4 Membership Term: The 12-month period during which the End User is authorised to use the Software.
• 1.5 Fees: All payable charges for access to the Software, including membership and one-off feature payments (e.g. Paywalls).
• 1.6 Trial Period: A limited, no-cost access period (e.g., 30 days) offered at HSA's discretion, subject to this EULA unless otherwise stated.

2. RELATIONSHIP TO PHAROS HEALTH

• 2.1 The Software is owned by Pharos Health. HSA distributes the Software under license.
• 2.2 This EULA is subject to the Pharos Health EULA as published on the HSA Website. In case of conflict, the Pharos Health EULA prevails.

3. LICENSE GRANT & RESTRICTIONS

• 3.1 HSA grants a limited, non-transferable, revocable license to use the Software during the Membership Term or Trial Period.
• 3.2 Restrictions:
  • No reverse-engineering or sublicensing.
  • No unauthorised sharing, resale, or modification.
  • No removal of IP notices.
• 3.3 This license does not transfer ownership. Pharos Health retains all rights.

4. DATA RIGHTS & USAGE

• 4.1 End User retains ownership of their inputted User Data. HSA and Pharos Health may process this data solely for platform operations and improvement.
• 4.2 Exposure Data Sets are owned by Pharos Health. End User shall not attempt to de-anonymise or redistribute these sets.
• 4.3 End User agrees to comply with privacy laws including GDPR, CCPA, and the Australian Privacy Act.

5. FEES, PAYWALLS & PAYMENT TERMS

• 5.1 End Users must pay applicable Fees per HSA's published pricing.
• 5.2 Discount Logic:
  • Verified members of approved associations receive a discount at signup.
  • For Paywalls, discounts apply automatically where applicable.
• 5.3 Membership verification is required for discounts. If failed, HSA may charge full fees.
• 5.4 Payments are processed via Stripe unless otherwise agreed. Certain purchases require re-entry of card details.
• 5.5 Fees are non-refundable unless otherwise stated.
• 5.6 Failed payments may result in suspended access. Outstanding fees remain payable.

6. SUPPORT, UPDATES & PAYWALL FEATURES

• 6.1 HSA offers reasonable support during business hours.
• 6.2 Paywall One (ECP Verification): Grants 12 months support for one Exposure Control Plan, subject to fair use.
• 6.3 Paywall Two (Third-Party Site Support): Enables 12 months oversight for one site, subject to fair use.
• 6.4 Other paywalls may be offered and require acceptance of terms.
• 6.5 Software updates may require additional fees unless covered by membership.

7. TERM & TERMINATION

• 7.1 This EULA is active for the Membership Term or Trial Period until terminated.
• 7.2 Either party may terminate by 30 days’ notice or via cancellation in the Account Dashboard.
• 7.3 Access ends upon termination. Outstanding fees become due.
• 7.4 If Pharos Health terminates the license to HSA, they will seek a suitable alternative provider in good faith.

8. LIABILITY, WARRANTIES & INDEMNITY

• 8.1 Software is provided "as is" with no warranties.
• 8.2 HSA and Pharos Health are not liable for indirect damages.
• 8.3 Liability is capped at Fees paid in the prior 12 months.
• 8.4 End User indemnifies HSA and Pharos Health against misuse, breaches of law, or violations of this EULA.

9. CONFIDENTIALITY

• 9.1 All non-public information exchanged is confidential.
• 9.2 Both parties agree not to disclose or misuse confidential information.

10. GOVERNING LAW & DISPUTES

• 10.1 This EULA is governed by Queensland, Australia law.
• 10.2 Disputes will be resolved by negotiation, mediation, and arbitration as required.

11. GENERAL PROVISIONS

• 11.1 No assignment without written consent.
• 11.2 This is the entire agreement on Software usage.
• 11.3 Severability, waiver, and notice follow standard legal rules.

12. ACCEPTANCE

By clicking "I Agree" or otherwise indicating acceptance, the End User agrees to this EULA, including the automatic application of Pharos Health's EULA as available on the HSA Website.