Terms and Conditions
1. About this document: This document sets out the terms of a binding legal agreement between you and us for the use of the
2. Consent: You signify your consent to be bound by the terms set out in this document by doing any one or more of the following acts:
a) signifying that you accept these terms prior to downloading the Software;
b) installing the Software onto a computer owned or controlled by you;
c) using the Software; and
d) paying for the Full Licence.
You give your consent in your personal capacity and on behalf of –
e) the organisation nominated by you immediately prior to downloading the Software; and
f) any other organisation which you assist or enable to use the Software;
and you represent to us that you have the capacity and authority to bind that Organisation to the terms of this Agreement.
3. Defined terms: The meanings of capitalised terms in this document and the rules for interpreting this Agreement are set out in
Clauses 46 and 47 below.
4. Trial Licence: Subject to your compliance with the terms of this Agreement, we grant a non-exclusive licence to you to install and
use a copy of the Software on one or more computers owned or controlled by you for the purpose of evaluating its suitability for
your use of it under a Full Licence.
5. Duration. The Trial Licence lasts for the Trial Period only.
6. Limited functionality: If you are using the Software under the Trial Licence, you only have the right to import a maximum of:
a) 10 dose reading reports into the HISTORION Database; and
b) 10 dose readings per wearer.1
7. No fee payable for the trial: To avoid doubt, you are under no obligation to pay any fee for the use of the Software under the Trial
Licence during the Trial Period.
8. Single trial only: You must not use the Software under the Trial Licence for more than one Trial Period unless we specifically agree
otherwise in writing.
9. Full Licence: Subject to the payment of the appropriate licence fee, we grant a non-exclusive licence to you to install and use a copy
of the Software on one or more computers controlled by you for the sole purpose of using it to manage and analyse radiation dose
10. Duration: The licence granted in Clause 9 is for the Licence Period.
11. Licence Fee: You must pay the Licence Fee sufficient to cover every Active Wearer on every Data Import Date during the Licence
Period. If the number of Active Wearers exceeds the amount that you have paid for on any Data Import Date, then we will notify
you of this fact. We have the right to lock the Software to prevent further use of it by you until you have paid for an appropriate
number of Active Wearers.
12. Number of installations and users: To avoid doubt, the Full Licence does not impose any limitations on:
a) the number of installations of the Software by you; or
b) the number of user accounts that you may create or maintain using the Software.
13. Licence licences: If you pay the Renewal Fee to us, then we will extend your right to use the Software under the Full Licence for a
further Licence Period.
14. Failure to renew: If you fail to pay the Renewal Fee to us before the expiry of the current Licence Period, then we have the right to
lock the Software to prevent further use of it by you after the expiry of the Term.
15. Price increases: We have the right to increase the Renewal Fee without notice at any time prior to your renewal of the Full Licence
under Clause 13 above.
16. Automatic renewals. Unless you specify otherwise in writing to us, we have the right to charge your bank account, PayPal account
or credit card within 14 days of the end of the Licence Period for a further 12 month period based on the current number of Active
Wearers. We have the right to charge the Licence Fee that is applicable for the further 12 month period.
1 Please note: the Software has been programmed to prevent usage to exceed the limitations detailed in Clause 6.
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Restrictions on use of the Software
17. Restrictions: Except to the extent that any applicable law expressly permits it, you must not use the Software for any purpose that
is not specifically permitted by this Agreement, including:
a) renting, leasing or lending the Software to any third party;
b) hosting the Software for use by any third party;
c) allowing or enabling the Software to be copied by any third party;
d) reverse engineering, decompiling or disassembling the source or code of the Software;
e) altering or editing the Software’s source code for any purpose, including the purpose of improving or fixing it; and
f) doing anything to disable, circumvent or defeat the encryption of the Software.
18. Minimum Specifications:
a) You must supply, operate and maintain hardware and software that meet the Minimum Specifications at all times.
b) We have the right to alter the Minimum Specifications so that they take effect immediately upon the expiry of the current Licence
19. Security etc: You must ensure that your data, computer systems and networks are properly secured and maintained and are free
from bugs, viruses, Trojans and other security risks.
20. Privacy: You are responsible for maintaining the privacy and confidentiality of the Data while it is stored on systems owned or
controlled by you, and you must take all reasonable measures to prevent its disclosure to, or use by, unauthorised persons,
a) implementing and enforcing appropriate password policies; and
b) ensuring that only authorised personnel have access to the Software.
Use of the data
21. Importing of Data: You are responsible for –
a) generating or otherwise obtaining; and
the Data into the Software using –
c) a CSV file; or
d) any other data format specified by us in writing from time to time.
22. Data quality: You must ensure that the Data is consistent, accurate and complete. You acknowledge that the quality of the
information and reports generated by the Software is dependent upon the quality of the Data.
23. Obligation to take care etc: You must exercise all due care, skill and judgment when importing, generating, interpreting, using and
acting upon information using the Software, including –
a) creating, maintaining and implementing policies for the management of radiation dosages which are -
i) compliant with all applicable laws (including laws relating to occupational health and safety); and
ii) appropriate for the particular people who are exposed to radiation in your facilities, having regard to accepted industry
b) ensure that any alerts for individual Active Wearers and centres are set at appropriate levels having regard to accepted industry
practice and your policies;
c) exercising your own independent judgment regarding:
i) the meaning and implication of reports and alerts generated by the Software;
ii) the need to inform Active Wearers of their dosage readings; and
iii) measures to be taken in response to reports and alerts generated by the Software.
d) periodically making independent assessments of the reliability of the reports and alarms produced by the Software;
and you acknowledge that you have sole responsibility for taking such measures.
24. Right to access and use data: You must ensure that your use of the Software is consistent with any obligations that you might have
with any third party providers of the data.
25. Backups: You must make and keep functional backups of all systems, software (including the Software) and data (including the
Data), and acknowledge that –
a) the creation and safe keeping of functional backups is necessary to avoid potential loss of data; and
b) you have sole responsibility for taking such measures.
26. Manuals: We may provide information in the form of user Manuals or forums to assist you to use the Software. We are under no
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obligation to provide printed or hard copy manuals to you.
27. Media: To avoid doubt, we are under no obligation to provide the Software to you in the form of physical media such as on DVD or
28. Basic support services: Subject to Clauses 29 to 32 below, we will provide support for the Software to you during the Term by
endeavouring to –
a) answer your reasonable questions regarding the Software; and
b) fixing identified problems with the Software.
To avoid doubt, these obligations are in addition to any referred to in Clause 33 below.
29. Access: In order to access our basic support services. You must submit a support request in writing through our contact page on
our website located at http://www.historion.com.au/contact-us, or via any other means as notified by us to you in writing from time to
30. Response times: We must endeavour to respond to any support request within two Business Days.
31. Your obligations when seeking support: In using our support services, you must –
a) clearly explain or demonstrate the identified problem to us;
b) make any or all of the following available to us at our request:
i) a person who is suitably qualified and experienced to answer questions we have and follow directions we give;
ii) remote access to the systems on which the Software is installed; and
iii) a copy of the Data;2 and
c) promptly respond to requests for information and to directions made by us;
and we are under no obligation to provide support to you unless you have complied with these obligations.
32. Exclusions and limitations: To avoid doubt, we are under no obligation under this Agreement to:
a) provide on-site maintenance or support services:
b) provide support:
i) outside of 9.00 am to 5.00 pm on any Business Day; or
ii) on any day that is not a Business Day;
c) provide personal training on the use of the Software;
d) support or solve issues that are caused by third party software, including third party anti-virus software;
e) support or solve issues caused by hardware problems;
f) support or solve issues that are caused by your failure to provide a system which matches the Minimum Specifications;
g) support the Software on any computer system with an operating system or database application for which Microsoft does not provide support to you.
33. Implied guarantees: The law in the country in which you use the Software may imply warranties or guarantees into this Agreement
which cannot be excluded. In Australia, these include guarantees that goods and services are –
a) of acceptable quality; and
b) fit for the purpose for which they are intended.
If applicable, these implied guarantees and warranties form part of this Agreement, and nothing here is intended to exclude, restrict
or modify those terms.
34. Other guarantees etc: We –
a) exclude all warranties and guarantees implied by statute which may be excluded; and
b) make no warranties or guarantees to you other than those referred to in Clause 33.
35. Exclusion of Liability: Subject to Clause 33, and our obligation under any law not to exclude or restrict our liability, we exclude all
liability to you -
a) of whatever nature (whether any indirect, incidental, special or consequential loss or damage or otherwise, including loss of
business or other profits); and
b) however arising (whether through the law of negligence or tort generally, breach of contract, breach of statutory duty or
36. Limitation of Liability: Our liability to you in relation to breaches of any warranties that form part of this Agreement is limited (at our
2 Please note, Clause 41 imposes obligations of confidentiality upon us with respect to the Data.
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a) the supplying of relevant goods or services again; or
b) the payment of the cost of having the relevant goods or services supplied again.
37. Liquidated damages: If you use, or attempt to use the Software in breach of the terms of this Agreement, then in addition to any
rights or obligations which arise under the law, we have the right to charge you:
a) the Licence Fee for the relevant period, as if you had properly paid for a Full Licence; and
b) interest in accordance with the Penalty Interest Rates Act 1983; and
c) an account administration fee of $143 including GST.
38. No affiliation: Unless we specifically state otherwise in writing, neither we nor the Software have any –
a) affiliation with; or
b) sponsorship, endorsement or approval from;
the owners of any third party software (including Microsoft) or any third party providers of the Data.
Intellectual property etc
39. IP in the Software: All intellectual property in –
a) the Software (including the “HISTORION” trade mark, and copyright in its source and object code); and
b) any manuals and specifications associated with the Software;
is owned by us and our licensors. Nothing in this Agreement transfers these rights to you.
40. Ownership of the data: Nothing in this Agreement transfers ownership of the data in any database owned by you to us.
a) Neither Party may disclose the other’s Confidential Information to any third person without the written permission of the other.
b) We may only use your Confidential Information for the purpose of providing support services to you.
c) You may only use our Confidential Information to the extent strictly necessary to exercise your rights under this Agreement.
42. Assignment etc: You have no right to assign, sub-licence or encumber your rights or obligations under this Agreement without our
prior written consent. We have the right to assign our rights and obligations under this Agreement by giving 30 days' written notice
43. No Waiver: No delay or failure by us to exercise any right or remedy operates as a waiver unless it is in writing. Each written waiver
is valid only to the extent specifically referred to.
44. Joint and separate liability: Where the term “you” refers to more than one entity, this Agreement binds each entity jointly and separately.
45. Governing law: This Agreement is governed by the laws in force in Victoria, Australia and the Parties submit to the jurisdiction of the courts in that State.
46. When interpreting this Agreement, unless the context clearly requires otherwise:
a) a reference to “we”, “us”, and “our” is a reference to Cybermynd Pty Ltd (ABN 24 094 169 749);
b) a reference to “you” or “your” is a reference to any person or entity covered by Clause 2;
c) a reference to a “Clause” means a clause of this Agreement;
d) a reference to the “Software” includes the whole Software and any part of it;
e) a reference to "written notice" or "writing" includes communications by email and fax, and via any website owned or controlled
f) a reference to a “Party” means either you or us;
g) a reference to “the Parties” means both you and us;
h) headings and footnotes form part of this Agreement and may be used to aid in its interpretation;
i) the singular includes the plural and vice versa; and
j) all fees are in Australian dollars.
47. In this Agreement, italicised words have the following meanings, unless the context requires otherwise:
a) Active Wearer means, in relation to any particular Data Import Date, any person who has at least one radiation dose reading in
the HISTORION Database that was taken in the 12 months preceding the relevant Data Import Date.
b) Business Day means any day other than a Saturday or a Sunday or a public holiday in Melbourne, Victoria;
c) Confidential Information means:
i) any data of a personal or sensitive nature included in the HISTORION Database; and
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ii) any of the Software’s source code or object code;
d) Data means the information regarding radiation dose readings and associated personal information generated by you or
obtained from third parties;
e) Data Import Date means each date on which any Data is added to the HISTORION Database;
f) Full Licence means the licence granted by us to you under Clause 9;
g) HISTORION Database means any database that is created, accessed or controlled by the Software;
h) Licence Fee means the fee specified by us from time to time;
i) Licence Period means –
i) in the case of the first Full Licence issued to you, the period of 12 months commencing from the date upon which you first
pay the Licence Fee to us;
ii) in the case of a Full Licence other than that covered by Clause47(h)(i) above, the period of 12 months commencing on the
first day after the previous Full Licence expired;
j) Minimum Specifications means any hardware or software requirements for the Software which are provided by us in writing from
time to time;
k) Renewal Fee means the Licence Fee for any Licence Period beyond the current Licence Period;
l) Software means:
i) the radiation data management and reporting software marketed by us under the name “HISTORION”;
ii) the software tool referred to as the “HISTORION Connection Tool” provided by us to assist in the creation of a structured
SQL database suitable for the storage of the Data; and
any modifications, updates or improvements to the above;
m) Term means the period commencing upon the first payment from the date upon which you first pay the Licence Fee to us and
ending with the last Licence Period which has been paid for by you;
n) Trial Licence means the licence granted by us to you under Clause 4; and
o) Trial Period means the period commencing on the first day which you install the Software, and ending 30 days from that date.