Early access program participation agreement

Parties:

This Agreement is made between Imladris Information Technology Pty Ltd (ABN: 29 655 884 549), a company registered in Australia ("ConsentED"), and the participating practitioner, practice, clinician and their staff or agent ("Participant").

Purpose and Scope

This Agreement governs the Participant’s use of the ConsentED platform during its Early Access Program (EAP). The EAP’s purpose is to evaluate functionality, usability, and potential integration into real-world clinical workflows.

Experimental Nature and Limitations

The Participant acknowledges that:

1. The ConsentED platform is in an experimental or beta stage and may contain defects, bugs, errors, inaccuracies, and incomplete features.

2. It is not a substitute for legally mandated consent processes, clinical judgement, or adequate documentation of informed consent.

3. Use of the platform is entirely at the Participant’s discretion and at their own risk.

4. Data entered into the platform may be lost, corrupted, or inaccessible either temporarily or permanently.

5. The Participant must maintain independent, legally compliant records of all patient interactions and consents outside the platform.

Patient Data and Privacy

6. The Participant is solely responsible for ensuring any patient data entered into the ConsentED platform complies with applicable privacy and health records laws, including the Privacy Act 1988 (Cth) and any relevant state-based legislation. Use of the platform should not replace secure medical recordkeeping practices. The ConsentED privacy policy is available at https://consented.health/privacy .

Confidentiality and Intellectual Property

The Participant agrees that:

1. All aspects of the platform—including software, methods, designs, content, question banks, and analytics—are the confidential intellectual property of ConsentED.

2. The Participant will not disclose, reproduce, reverse-engineer, or otherwise exploit any part of the platform without written permission.

3. This Agreement constitutes a confidentiality and non-compete obligation that survives termination of participation.

4. All feedback, comments, or suggestions provided to ConsentED may be used to improve the platform and will be owned by ConsentED.

5. The Participant assigns to ConsentED all rights, title, and interest in any feedback or suggestions provided, and waives any moral rights to such feedback. The Participant is not entitled to any compensation, attribution, or royalties.

No Commercial Rights or Consideration

1. This Agreement does not confer any commercial licence, sublicensing rights, or entitlement to continued access post-EAP. Participation is granted at ConsentED’s sole discretion and may be revoked at any time.

2. No monetary payment, financial consideration, or other compensation shall be provided by either party under this Agreement.

3. There is no obligation on ConsentED to provide support, technical assistance, or service levels during the EAP phase.

Indemnity and Limitation of Liability

While all reasonable care is taken to ensure the platform functions as intended, the Participant acknowledges that the EAP version may still contain errors, omissions, or limitations that may impact performance or data integrity.

To the maximum extent permitted by law:

· ConsentED disclaims all warranties, express or implied, including fitness for purpose, accuracy, and uninterrupted operation.

· The Participant agrees to indemnify ConsentED against any claim, loss, or liability arising from use or misuse of the platform.

· ConsentED will not be liable for indirect, incidental, or consequential losses including data loss, business interruption, or reputational damage.

Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of that state.

Term and Termination

· This Agreement commences upon submission of the 'EAP Application Form' and continues for the duration of the EAP period unless terminated earlier by either party with written notice.

· All obligations relating to confidentiality, IP protection, and limitation of liability survive termination.