HEALTHY SITE ALLIANCE TERMS AND CONDITIONS

Last Updated: 02/04/2025

These Terms & Conditions (“T&Cs”) govern the relationship between Healthy Site Alliance Pty Ltd (“HSA”) and its members, in conjunction with any applicable End User License Agreements (EULAs) for software tools provided under membership.

1. ACCEPTANCE OF TERMS

• 1.1 Binding Agreement: By enrolling in a membership or using the Exposure Control Tool, Exposure Compliance Tool, or Exposure Collection Tool (“Software Tools”), the user (“Member”) acknowledges and agrees to these T&Cs.
• 1.2 Relationship to Other Documents: These T&Cs are subject to and incorporate any applicable EULAs. In case of conflict, the relevant EULA prevails for software and IP matters.

2. MEMBERSHIP & SCOPE OF SERVICES

• 2.1 Membership Enrolment:
  • Available upon sign-up and T&Cs acceptance.
  • HSA reserves the right to approve or deny applications at its discretion.
• 2.2 Software Tool Access: Based on membership level and subject to acceptance of individual EULAs.
• 2.3 Membership Term: Valid for 12 months and renews unless cancelled. Access available only while membership is active and in good standing.
• 2.4 Trial Period: At HSA's discretion. Governed by EULA and T&Cs unless otherwise stated. Enterprise agreements may include public promotion rights for HSA unless opted out.

3. FEES & PAYMENTS

• 3.1 Membership Fees: Displayed during signup and on the website. Paid via card or invoice; some features require card re-entry.
• 3.2 Discounts: Available to verified association members. Additional discounts may apply to Paywall features.
• 3.3 Failed Payment: Access may be suspended, but charges continue until cancellation. Reinstatement occurs upon payment receipt.
• 3.4 Refund Policy: Fees are non-refundable unless required by law or stated explicitly.

4. MEMBER OBLIGATIONS

• 4.1 Data Accuracy: Members are responsible for input accuracy. HSA disclaims liability for incorrect entries.
• 4.2 Compliance: Members must follow occupational health, privacy, and data laws.
• 4.3 Confidentiality: Internal documents and reports must not be shared without written HSA consent.
• 4.4 Acceptance and Promotion: Members agree to promote the Tool’s use and acknowledge its validity within their organisations.

5. SOFTWARE USAGE & LICENSING

• 5.1 Licensing & EULA: Each tool governed by its own EULA. Acceptance required to maintain access.
• 5.2 Ownership & Restrictions: All IP is owned by Pharos Health LLC. No resale, reproduction, or reverse engineering allowed.
• 5.3 Exposure Control Plans: Valid for 12 months, non-renewing, and require active paid membership to remain valid.

6. DATA & PRIVACY

• 6.1 Ownership of Submitted Data: Members own their site data but grant anonymisation rights for benchmarking and system use.
• 6.2 Privacy Compliance: HSA adheres to GDPR, the Australian Privacy Act, and related regulations. Members must ensure legal input of third-party data.
• 6.3 Exposure Events & Reporting: HSA may flag trends and report as required by law.

7. TERM & TERMINATION

• 7.1 Termination by Member: Members may cancel via Dashboard or written notice. Effective 30 days after request.
• 7.2 Termination by HSA: HSA may terminate immediately for breach, non-payment, or other reasons at its discretion.
• 7.3 Post-Termination Effects: Access ends. Any unpaid amounts are due. Retained reports must only be used internally.

8. LIABILITY & INDEMNITIES

• 8.1 Limited Liability:
  • No responsibility for decisions, outcomes, or claims resulting from tool usage.
  • No guarantees of hazard elimination or compliance assurance.
• 8.2 Indemnification: Members indemnify HSA and Pharos Health for:
  • Breaches of these T&Cs or EULAs.
  • Inaccurate or unlawful data input.
  • Violations of third-party rights or laws.
• 8.3 Disclaimer of Certain Damages: HSA disclaims any indirect or consequential damages including lost profits or data.

9. NON-COMPETE & COMPETITORS

• 9.1 Competitor Exclusion: Competing software providers may not join without written consent. HSA may terminate such memberships.
• 9.2 Non-Compete Period: Members must not develop or promote competing tools for 12 months post-membership unless waived in writing.

10. GENERAL PROVISIONS

• 10.1 Governing Law: Queensland, Australia law applies for HSA matters. Delaware, USA law applies for Pharos Health software IP.
• 10.2 Dispute Resolution: Initial negotiation → mediation in Queensland → arbitration under ACICA if unresolved.
• 10.3 Entire Agreement: These T&Cs, EULAs, Fee Schedules, and appendices form the complete agreement.
• 10.4 Severability: If any provision is invalid, the rest remain effective.
• 10.5 Notices: Formal notices must be in writing and are effective on receipt or 3 business days after sending.
• 10.6 Updates to T&Cs: HSA may modify terms with 30 days' notice. Continued use after changes implies acceptance.

SIGNATURES

By becoming a Member or continuing to use the Software Tools, the Member acknowledges and agrees to these Terms & Conditions.