1. Commencement of Agreement
    1. Agreement

      By using the Website, You agree that you are bound by these terms and conditions. These terms and conditions constitute an agreement between You and Jamsha Enterprises Pty Ltd ABN 72 604 278 346 t/as Wisharts Pharmacy Brokers (WPB) and “You” and “Your” means anyone who uses this Website.

    2. Ownership

      WPB owns this Website, and the Intellectual Property Rights associated with it. By using the Website, You agree that Your use of the Website is governed by these terms and conditions.

    3. Cease use

      If You do not agree to any of these terms and conditions, You must not use the Website. We reserve the right to make changes to these terms and conditions from time to time at WPB’s sole discretion. By continuing to use the Website, You agree to be bound by these terms and conditions.

  2. Intellectual Property Rights
    1. Ownership

      All Intellectual Property Rights in the Website are vested in and retained by WPB. For the avoidance of doubt, nothing in these terms and conditions gives rise to any assignment, acquisition, transfer or conveyance of any kind whatsoever of any Intellectual Property Rights to You.

    2. Retention of rights

      WPB retains ownership of the Website whether in its original form or as modified by You (or by Your officers, employees, contractors, associates, affiliates or agents).

    3. Communications

      If You correspond or otherwise communicate with WPBs or post or publish any statement about the Website, You automatically grant to WPB an irrevocable, perpetual, non-exclusive, royalty-free, world-wide license to use, copy, display and distribute that content and to prepare derivative works of the content or incorporate the content into other works in order to publish and promote that content. This may include, but is not limited to, publishing testimonials and developing Your ideas and suggestions for improved products or services provided by WPB.

    4. Indemnity

      You indemnify WPB against any loss or damage it may suffer or incur as a result of Your conduct, use of the Website, or infringement (or the infringement by Your officers, employees, contractors, associates, affiliates or agents) of the Intellectual Property Rights attaching to the Website.

  3. Unauthorised Access
    1. No disclosure of access information

      You must not share with any third party or otherwise circulate, disseminate or make publicly known the username and or password You use to gain access to the Website under any circumstances except with WPB’s prior written permission (which may be granted or withheld in WPB’s absolute discretion).

    2. Consequences of unauthorised access

      (a) Any unauthorised disclosure of the username and or password You use to gain access to the Website would cause significant harm to WPB’s business which could not be calculated by damages alone, and that the award of other legal and equitable remedies such as specific performance would be required in addition to monetary damages to adequately compensate WPB for any unauthorised by You or any other person.

      (b) You fully indemnify WPB and hold it harmless against any liability incurred as a result of any unauthorised disclosure of the username and or password You use to gain access to the Website by You (or by Your officers, employees, contractors, associates, affiliates or agents).

    3. Hacking

      (a) You must not attempt to or succeed in copying, decompiling or disassembling, reverse engineering, hacking, discovering or accessing any source code related to the Website (Hacking), in whole or in part, under any circumstances except with WPB’s prior written permission (which may be granted or withhold in WPB’s absolute discretion).

      (b) You must notify WPB immediately if You become aware of any Hacking of the Website or any part of it.

      (c) Any Hacking of the Website would cause significant harm to WPB’s business which could not be calculated by damages alone, and that the award of other legal and equitable remedies such as specific performance would be required in addition to monetary damages to adequately compensate WPB for any Hacking of the Website by You or any other person.

      (d) You fully indemnify WPB and hold it harmless against any liability incurred as a result of any Hacking of the Website by You (or by Your officers, employees, contractors, associates, affiliates or agents).

    4. Unacceptable activity

      (a) You must not do any act that WPB would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to our website, including but not limited to:

      (i) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual’s consent) or any other of the legal rights of individuals;

      (ii) using this website to defame WPB, our employees or other individuals;

      (iii) uploading files that contain viruses that may cause damage to our property or the property of other individuals;

      (iv) posting or transmitting to this website any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party’s systems or network security.

      (b) If WPB allows you to post any information to the Website, it have the right to take down this information at its sole discretion and without notice.

  4. Modifications
    1. Prohibition

      You must not modify, alter or improve upon the Website or any part of it or combine or incorporate the Website or any part of it in any other Website, program or system without WPB’s prior written permission (which may be granted or withhold in WPB’s absolute discretion).

    2. Indemnity

      You fully indemnify WPB and hold it harmless against any liability incurred if any modifications, alterations or improvements to the Website are made by You (or by Your officers, employees, contractors, associates, affiliates or agents), whether authorised or otherwise, which infringe Our Intellectual Property Rights or those of any third person.

    3. Unauthorised modifications

      If the Website is modified, altered or improved upon in any way (with or without WPB’s permission), the Website and all of its modifications, alterations and/or improvements will remain WPB’s property exclusively, and these terms and conditions will continue to apply to the Website (as modified, altered or improved).

  5. Indemnity and Liability
    1. Your actions

      You will at all times indemnify, and keep indemnified, WPB and its directors, officers, employees and agents from and against any loss (including reasonable legal costs and expenses on a full indemnity basis) or liability incurred or suffered by You or by WPB arising from any claim, demand, suit, action or proceeding by any person against You or WPB where such loss or liability arose out of, in connection with or in respect of Your conduct or breach of these terms and conditions (or any conduct or breach of these terms and conditions by Your officers, employees, contractors, associates, affiliates or agents).

    2. No liability

      (a) The Website is made available to You under these terms and conditions with due care and skill, but WPB does not warrant that its services will be provided without fault or disruption.

      (b) To the maximum extent allowed by law, WPB excludes all liability to for loss or damage of any kind (however caused or arising) suffered, incurred or relating in any way to the Website including, but not limited to, loss or damage You might suffer as a result of:

      (i) errors, mistakes or inaccuracies associated with the Website;

      (ii) You acting, or failing to act, on any information contained in or referred to in the Website and/or any linked software, applications, Websites or websites;

      (iii) personal injury or property damage of any nature resulting from Your access to, and use of, the Website;

      (iv) any interruption or cessation of transmission to or from the Website;

      (v) any bugs, viruses, Trojan horses, worms, logic bombs or other harmful code or communications which may be transmitted to or through the Website by any third party; and/or

      (vi) any loss of data or material that may occur while trying to upload, save or interface that data or material with the Website;

      (vii) the merchantability or fitness for any purpose of the Website or any linked applications, Websites or websites.

    3. No Warranty

      WPB does not warrant, endorse, guarantee or assume responsibility for any products or services (or claims or statements about those products or services) that You may view in connection with the Website that are made by third parties. WPB will not be a party to or in any way responsible for monitoring any transaction between You and third party providers of products and services.

    4. No responsibility

      WPB does not take any responsibility for direct or indirect damages or consequential losses suffered by use of or in connection with the Website. Where any law implies a warranty into these terms and conditions which may not be lawfully excluded then to the extent allowed by law, WPB’s liability for breach of the warranty will be limited to the resupply of the Website and/or services, or the payment of the cost of resupply of the Website and/or services to You (at WPB’s election).

  6. Termination
    1. Termination at will

      WPB may terminate Your access to the Website at any time with immediate effect if it determines (in its absolute discretion) to do so.

    2. Survival of terms

      Any termination of your access to the Website does not affect any of WPB’s accrued rights or liabilities, nor shall it affect any provision of these terms and conditions which are expressly or by implication intended to continue in force after such termination.

  7. Statutory exclusions
    1. Exclusion of any statutory terms

      Subject to clause 7.2, any condition or warranties which would otherwise be implied into these terms and conditions are hereby excluded.

    2. Implied warranties

      Where legislation implies any condition or warranty into these terms and conditions, and that legislation avoids or prohibits provisions in a contract excluding or modifying application of or exercise or liability under such condition or warranty, the condition or warranty will be deemed to be included in these terms and conditions. However, WPB’s liability for any breach of any such condition or warranty will be limited to one or more of the following:

      (a) if the breach relates to goods:

      (i) the replacement of the goods or the supply of equivalent goods;

      (ii) the repair of such goods;

      (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

      (iv) the payment of the cost of having the goods repaired; and

      (b) if the breach relates to services:

      (i) the supplying of the services again; or

      (ii) the payment of the cost of having the services supplied again.

  8. Confidentiality
    1. Mutual confidentiality

      A Party will not, without the prior written approval of the other Party, disclose the other Party’s Confidential Information.

    2. Permitted Disclosure

      A Party will not be in breach of these terms and conditions if it discloses Confidential Information where:

      (a) it is legally compelled to do so; or

      (b) the information is already in the public domain, other than by breach of these terms and conditions; or

      (c) it discloses information to its professional advisors for the purposes of obtaining legal or financial advice.

    3. Protection

      Each Party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of these terms and conditions, do not make public or disclose the other Party’s Confidential Information.

    4. Notification

      You must:

      (a) inform WPB immediately upon becoming aware of any breach of the confidentiality obligations set out in these terms and conditions or of any unauthorised, unintended or undesirable disclosure of WPB’s Confidential Information; and

      (b) provide WPB with all reasonable assistance in remedying any such breach or disclosure.

  9. Dispute Resolution
    1. Procedure

      If a dispute arises under between the Parties (Dispute) a Party must comply with this clause 9 before starting any court proceedings (except proceedings for urgent injunctive relief).

    2. Dispute Notice

      A Party claiming that a Dispute has arisen must give the other Party notice setting out details of the Dispute.

    3. Best Endeavours

      (a) During the fourteen (14) days after a notice is given under clause 9.2 (or longer period if the Parties to the Dispute agree in writing), each Party to the Dispute must use reasonable efforts to resolve the Dispute.

      (b) If the Parties cannot resolve the Dispute within the period specified in clause 9.2(a), a Party may refer the Dispute to mediation, to be conducted by:

      (i) a mediator appointed by the Parties; or

      (ii) if the parties cannot agree on the mediator, a mediator appointed by the President of the Law Institute of Victoria.

  10. Privacy
    1. Collection of personal information

      (a) WPB may collect your personal information through the process You follow to register to use the Website, or when You interact with WPB staff.

      (b) The WPB server may also log details about any computer used to access the Website (such as the IP address, operating system and browser type), the date and time of access and details of any information downloaded.

      (c) WPB may store and disclose personal information allowed or required by any applicable law or when deemed necessary by WPB.

      (d) WPB may disclosure information that it considers necessary or advisable to conform to legal and regulatory requirements or processes and to protect its rights, safety and property, users of the Website and the public.

    2. Acknowledgement

      You acknowledge that WPB may use Your contact details to send You messages concerning Your registration to use this Website and promotional and marketing offers. If You would prefer not to receive promotional or other material from WPB, please let contact it directly.

    3. Australian Privacy Principles

      WPB complies with the Australian Privacy Principles under the Privacy Act 1988 (Cth). Under the Privacy Act 1988 (Cth) You have a right to request access to Your personal information and request that it be altered or removed. You may do this by contacting us directly using our contacts page.

  11. Linked Sites

    WPB’s website may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, WPB does not endorse and will not be responsible for the content on those linked websites and have WPB has no control over or rights in those linked websites.

  12. Definitions

    In these terms and conditions:

    Confidential Information means all information relating to trade secrets, know-how, financial information and other commercially valuable information of whatever description and in whatever form (whether written or oral) which may be disclosed by one Party to the other in connection with the Website, any technology, marketing strategies and business of the disclosing Party, the terms of this Agreement and any information which is by its nature confidential.

    Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, moral rights, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.

    Parties means WPB and any user of the Website.

    Website means any website owned or operated by or on behalf of WPB (including , along with any source code, applications, associated functionalities, software, materials or documentation associated with the Website.

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