SERVICE AGREEMENT

Last updated: 8 July 2024

This Service Agreement governs the Service offered by MINDVISION PTY LTD, PO BOX 3086 North Turramurra, Sydney, NSW 2074, Australia (hereinafter referred to as either “MINDVISION,” "We," "Us" or "Our") to organizations, companies and other entities (hereinafter referred to as “Organization, etc.”) as defined below.

Please read this Service Agreement carefully before ordering or using the Service.

If you disagree with any part of this Service Agreement, you must NOT place an order for the Service or you must cease using the Service.

By placing an order for the Service and/or using the Service, you warrant that:

You will be bound by and comply with this Service Agreement;

You understand and accept that the Service involves access to and use of Our site at https://ondemandhypnosis.vhx.tv (hereinafter referred to as “Video Platform”) hosted on video hosting platform Vimeo OTT operated by Vimeo.com, Inc., and that anyone accessing and using the Video Platform will be bound by and must comply with the Terms of Use of Video Platform, the Video Platform’s Privacy Policy, and Vimeo OTT Cookie Policy; and

Your use of the Service will be in strict compliance with all applicable laws and regulations (including, without limitation, any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data).

Article 1: Definition of the Service

“Service” means the service offered by MINDVISION to an Organization, etc., which includes:

(i) Making items on the Video Platform (hereinafter referred to as “Products”) available to members of the Organization, etc. by providing the Organization with revocable, non-exclusive, non-transferable, non-sublicensable, limited licences to view and listen to the Products (hereinafter referred to as “VIP Memberships”) in an unregistered state (hereinafter referred to as “VIP Membership Slots”), which, only after the completion of the registration procedures with MINDVISION referred to below, allow registered members of the Organization, etc. to access the Video Platform to view and listen to the Products subject to the following terms; and

(ii) Optional services offered by MINDVISION at its discretion.

The number of VIP Membership Slots and any optional services to be included in the Service may be specified by you, in the order for the Service placed by you, subject to approval by MINDVISION.

You shall not resell, assign, transfer or share the Service received, in whole or in part.

Article 2: Order

(1) Order Placement

In order to receive the Service, you must place an order for the Service by using an order form provided by MINDVISION (hereinafter referred to as “Order Form”).

In the Order Form, you must provide certain information relevant to the order including, without limitation, your name, name of the Organization, etc., your email address, your position and/or job title, your phone number, your postal code, and your billing address.

By placing an order for the Service, you represent and warrant that:

You are a duly authorized representative of an Organization, etc.;

You are legally capable of entering into a binding contract on behalf of the Organization, etc.;

You have the legal right to use any credit card, debit card or other payment method on behalf of the Organization, etc. in connection with your order;

You grant Us the right to provide the information to payment processing third parties for the purpose of facilitating the completion of your order; and

The information you provide Us is true, correct and complete.

You must return the completed Order Form to MINDVISION by the method specified by MINDVISION.

The same order procedures shall apply for both new orders and renewal orders for the Service.

MINDVISION shall not be responsible for any errors in your order attributable to the information provided by you.

A request by you to receive any service which We may offer free of charge (e.g., free trial) at a discount or on promotion shall also be deemed as an order for the purpose of this Service Agreement.

(2) Order Cancellation

Acceptance of your order shall be at the discretion of MINDVISION.

We reserve the right to refuse or cancel your order at any time for any reason including but not limited to:

· Availability of the Service;

· Errors in your order;

· Failure of payment; and

· Suspected fraud, unauthorized or illegal transaction.

You shall not have any right to modify or cancel your order after the placement of your order.

(3) Policy for Transaction Terms

MINDVISION reserves the right to revise any terms of the transaction at any time prior to the acceptance of your order.

Article 3: Payments

After placing an order, the fee payable for the Service (hereinafter referred to as “Service Fee”) for the entire period of the Service (hereinafter referred to as “Service Period”) will be charged in advance to your selected payment method.

The Service Fee is subject to a one-time payment; installment payments are not accepted.

You shall provide MINDVISION with accurate, complete and current billing information.

Extra charges may apply to payment methods other than bank transfer.

Payment cards (credit cards or debit cards) are subject to validation checks and authorization by your card issuer. If We do not receive the required authorization, We will not be liable for any delay or non-fulfilment of your order.

Goods and services tax (i.e., GST) will be applied to any charges.

Except when required by law, ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE.

The above provision shall not be construed to deprive you of your consumer rights under applicable law.

Article 4: Discounts

MINDVISION may, at its discretion, offer the Service at a discount.

Any discount offered by MINDVISION shall be applicable to the initial Service Period only and shall not apply to Service renewals.

Article 5: Promotions

Contests, sweepstakes or other promotions made available by MINDVISION (hereinafter referred to “promotions, etc.”) may be governed by rules that are separate from this Service Agreement.

If you participate in any promotions, etc., please review the applicable rules as well as Our Privacy Policy.

If the rules for promotions, etc. conflict with this Service Agreement, the rules for the promotions, etc. shall apply.

Article 6: Free trials

MINDVISION may, at its discretion, offer the Service with a free trial for a limited period of time subject to additional terms established by MINDVISION.

At any time and without notice, MINDVISION reserves the right to:

Modify the terms and conditions of the free trial offer;

Withdraw the free trial offer; or

Terminate the free trial.

Article 7: VIP Membership

(1) Registration Procedures

(i) VIP Membership Slots

In order for a member of the Organization, etc. to be granted VIP Membership, which is a revocable, non-exclusive, non-transferable, non-sublicensable, limited licence to view and listen to the Products on the Video Platform, a duly authorized representative of the Organization, etc. must request MINDVISION to fill one of the VIP Membership Slots included in the Service with the member and to register said member as a person with VIP Membership (hereinafter referred to as “VIP Member”) on the Video Platform.

A registration request may be made by you at any time during the Service Period.

A single VIP Membership Slot may be filled by one person only, and may not be filled by a group of persons or an entity.

You may request MINDVISION to fill multiple VIP Membership Slots at once.

To make a registration request, a form provided by MINDVISION (hereinafter referred to as “Registration Form”) must be filled in and submitted to MINDVISION by a duly authorized representative of the Organization, etc.

In the Registration Form, you may specify the date on which the member wishes to start viewing and listening to the Products (hereinafter referred to as “VIP Membership Start Date”).

The VIP Membership Start Date is the day on which the member will be granted by MINDVISION a revocable, non-exclusive, non-transferable, non-sublicensable, limited licence to view and listen to the Products on the Video Platform.

The VIP Membership Start Date may be any date within the Service Period subject to approval by MINDVISION, and may vary from member to member.

Before submitting a Registration Form, you must obtain the member’s express consent for the member to be:

Registered with MINDVISION including full name, email address and phone number;

Contacted by MINDVISION by sending an email to the member’s registered email address and, if necessary, calling the member’s registered phone number; and

Bound by the Terms of Use of Video Platform when the member accesses and/or uses the Video Platform.

By sending the Registration Form to MINDVISION, you will be deemed to have obtained the aforementioned prior express consent from the member to be registered as a VIP Member.

The member’s email address provided by you to MINDVISION for the purpose of registration shall be accurate, complete and current; the registered email address will be necessary for the member to log in to the Video Platform and cannot be changed after registration.

MINDVISION shall not be responsible for any registration failure due to inaccurate, incomplete or outdated information provided by you.

(ii) Account

After receiving the Registration Form from you, MINDVISION will open a unique single-user account on the Video Platform (hereinafter referred to as “Account”) for the member to be registered, and on the VIP Membership Start Date, fill the VIP Membership Slot with the member and register said member as a VIP Member.

On the VIP Membership Start Date, the member will receive an email from MINDVISION at the registered email address to set up a password to gain access to the Account and view and listen to the Products as a VIP Member.

MINDVISION will notify the completion of registration to you by email.

Once all VIP Membership Slots included in the Service have been filled, you will not be able to request the registration of more members of the Organization, etc. as VIP Members, unless you add more VIP Membership Slots to the current Service by placing an order for additional VIP Membership Slots by using an Order Form.

Sale, assignment, transfer and sharing of an Account is strictly prohibited.

(2) Expiry of VIP Membership Slots

VIP Membership Slots included in the Service that have not been filled shall become null and void at the end of the current Service Period; provided, however, that if you renew the Service for another Service Period that includes no less than the original number of VIP Membership Slots included in the current Service, the expiry of such VIP Membership Slots will be extended to the end of the Service Period of the most recently ordered Service, and the number of such VIP Membership Slots will be added to the balance of VIP Membership Slots included in the most recently ordered Service, and the same shall apply thereafter.

Sale, assignment, transfer and sharing of VIP Membership Slots is strictly prohibited.

(3) VIP Membership Period

The period during which a registered member of the Organization, etc. is entitled to view and listen to the Products as a VIP Member (hereinafter referred to as a “VIP Membership Period”) may be specified by you, in the order for the Service placed by you, subject to approval by MINDVISION.

(4) Expiry of VIP Memberships

VIP Membership expires at the end of the VIP Membership Period, even if no Products have been viewed or listened to by the registered member of the Organization, etc. during the VIP Membership Period since the VIP Membership Start Date, unless the end of the VIP Membership Period falls outside the current Service Period, in which case the VIP Membership will expire at the end of the current Service Period; provided, however, that if you renew the Service for another Service Period that includes no less than the original number of VIP Membership Slots included in the current Service, such VIP Membership will expire at the end of the VIP Membership Period during the Service Period of the most recently ordered Service.

(5) Reinstatement of Expired VIP Memberships

To reinstate the VIP Membership of a member of the Organization, etc. that has already expired, you must request MINDVISION to fill another VIP Membership Slot with said member by making a reinstatement request to MINDVISION in the same manner as making a registration request by using the Registration Form.

Once all VIP Membership Slots included in the Service have been filled, you will not be able to request the reinstatement of expired VIP Memberships, unless you add more VIP Membership Slots to the current Service by placing an order for additional VIP Membership Slots by using an Order Form.

Article 8: Optional Services

Optional services may be offered by MINDVISION and included in the Service subject to approval by MINDVISION. You shall be bound by additional terms and conditions for such optional services, if any, in addition to this Service Agreement.

Article 9: Service Period

The Service Period shall be the term of this Service Agreement, which shall be twelve months.

Article 10: Service Fee

The fee payable for the Service (hereinafter referred to as “Service Fee”) is set by MINDVISION at its discretion.

MINDVISION, at its discretion and at any time, may modify the Service Fee.

The Service Fee may vary upon renewal.

Any Service Fee change will become effective at the end of the then-current Service Period.

MINDVISION will provide you with reasonable prior notice of any change in the Service Fee.

If you do not wish to accept such change to the Service Fee, you may not renew the Service.

Article 11: Modification, etc. of the Service and the Products

You accept that MINDVISION may, at its discretion and at any time, including during the Service Period: Add, redesign, update, improve, modify, remove and/or discontinue the Service, the Products, the Video Platform, and/or optional services (or any part thereof); and Limit access to and/or usage of the Service, the Products, the Video Platform, and/or optional services to any person or entity, geographic region or jurisdiction on a case-by-case basis.

MINDVISION shall not be liable to you, the members of the Organization, etc. or any third party for any such changes, etc.

You accept that the Service is not modifiable by you for any reason whatsoever after the acceptance of your order.

If you wish to add more VIP Membership Slots to the current Service before the end of the current Service Period, you may place an order with MINDVISION for more VIP Membership Slots by using an Order Form.

Article 12: Service Expiry and Renewal

Before expiry of the Service at the end of the Service Period, MINDVISION may contact you about Service renewal.

You may request Service renewal by using an Order Form.

You may renew the Service for another Service Period that includes as many VIP Membership Slots as you need.

Service renewal is subject to approval by MINDVISION.

Article 13: Termination

This Service Agreement expires at the end of the Service Period unless you renew the Service for another Service Period.

MINDVISION may, at its discretion, at any time and for any or no reason, suspend or terminate this Service Agreement.

This Service Agreement shall terminate immediately, without prior notice from MINDVISION, in the event that you fail to comply with any provision of this Service Agreement.

Upon termination, your right to use the Service, including the Video Platform and any and all Products and optional services, shall cease immediately.

If you wish to terminate this Service Agreement, you may simply discontinue using the Service.

Expiry or termination of this Service Agreement shall not limit any of MINDVISION’s rights or remedies at law or in equity in case of breach by you (during the term of this Service Agreement) of any of your obligations under the present Service Agreement.

If a member of the Organization, etc. with VIP Membership leaves the Organization, etc. before the end of the VIP Membership Period, you may request MINDVISION to terminate said member’s VIP Membership using the Contact Form on MINDVISION's website at https://eap.ondemandhypnosis.com (hereinafter referred to as “EAP Website”).

If a VIP Member wishes to terminate the VIP Membership, the VIP Member may simply discontinue using the Account.

Article 14: Compliance by Members of the Organization, etc.

The Organization, etc., shall be solely responsible for any and all actions of its members in relation to their use of the Products, the Video Platform, and/or optional services, etc., and for their acceptance of and compliance with the Terms of Use of Video Platform, additional terms and conditions for optional services, etc., and all applicable laws, and shall be solely liable for the breach of any of the foregoing by its members.

Breach of any of the foregoing by any member of the Organization, etc. may lead to the immediate termination of the Service or said member’s Account, VIP Membership and/or access to optional services.

Article 15: Information on Usage of Products

You accept that MINDVISION may not disclose to you any information on the usage of the Products, the Video Platform or any optional services by individual members of the Organization, etc. even when such information is requested by you or anyone else, unless required by applicable law.

Article 16: Disputes between the Organization, etc., and Its Members

You accept that MINDVISION shall not be liable for any disputes that may arise between the Organization, etc., and its members in relation to the Service, the Products, the Video Platform, optional services, this Service Agreement, the Terms of Use of Video Platform, additional terms and conditions for optional services or any other matter, and such disputes shall be resolved exclusively between the Organization, etc., and said members.

Article 17: Intellectual Property

You shall not use the Service in a manner that infringes any intellectual property rights, privacy rights or any other rights of MINDVISION or any third party.

You acknowledge that you have no rights in, or to, the Service, other than the right to use the Service in accordance with this Service Agreement.

You hereby accept that this Service Agreement does NOT transfer, from MINDVISION to you, any intellectual property of MINDVISION or third party;

The Service, including but not limited to the Products, the Video Platform and optional services, and alloriginal content, features and functionality thereof are and will remain the exclusive property of MINDVISION and its licensors, and are protected by Australian and international copyright, trademark, and other intellectual property laws.

Our trademarks and logos may not be used in connection with any product or service without the prior written consent of MINDVISION.

Any use of the Service not expressly permitted by this Service Agreement is a breach of this Service Agreement and may violate copyright, trademark, and other laws.

Article 18: Your Feedback to Us

You assign all rights, title and interest in any feedback, innovations or suggestions you provide MINDVISION regarding the attributes, performance or features of the Service (hereinafter referred to as “feedback, etc.”) to MINDVISION.

If for any reason such assignment is ineffective, you agree to grant MINDVISION a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such feedback, etc.without restriction.

Article 19: Medical Disclaimer

By using the Service, you acknowledge and agree that:

MINDVISION is NOT a licensed healthcare provider;

MINDVISION does NOT provide medical or emergency services or perform any examination, diagnosis or treatment of psychiatric, mental health or any other medical conditions; and

MINDVISION’s Service is not intended to be a substitute of a qualified healthcare professional’s advice, recommendation, examination, diagnosis or treatment.

No medical or health claims are intended, express or implied.

If you suffer from any medical condition or illness, you must seek the advice of your medical doctor or specialist.

Article 20: "AS IS" and "AS AVAILABLE" Disclaimer

Your use of the Service is at your own risk.

The Service, including the Video Platform, the Products and any optional services, is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind.

No oral or written information or advice given by MINDVISION or its authorized representative(s) shall create or constitute a warranty in any way.

To the maximum extent permitted under applicable law, MINDVISION expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Without limitation to the foregoing, MINDVISIONprovides no warranty and makes no representation of any kind, express or implied, that:

The Service will meet your requirements, achieve any intended results, operate without interruption, meet any performance,availability or reliability standards or be error free or that any errors or defects can or will be corrected; or

The Service or e-mails sent from or on behalf of MINDVISION are free of viruses, scripts, Trojan horses, worms, malware, timebombs or other harmful components.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Where exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer are not allowed, the warranties or limitations set forth in this Article shall be applied to the fullest extent enforceable under applicable law.

Article 21: Limitation of Liability

Notwithstanding any damages that you, including any members of the Organization, etc., might incur, the entire liability of MINDVISION under any provision of this Service Agreement, including the Terms of Use of Video Platform, and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Service or AU$100.00 if you have not paid anything for the Service.

To the maximum extent permitted by applicable law, in no event shall MINDVISIONbe liable for any special, punitive, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits and/or income, loss of data or other information, loss of goodwill, loss of use, loss of business opportunity, business interruption, personal injury, pain and suffering, emotional distress, loss of privacy arising out of or in any way related to the use of or inability to use the Service, including the Video Platform the Products and/or optional services, or otherwise in connection with any provision of this Service Agreement), even if MINDVISION has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Where Our liability cannot be excluded, We limit Our liability to the fullest extent permitted under applicable law.

Article 22: Indemnification

You agree to indemnify, defend and hold harmless MINDVISION and its directors, officers, employees, agents, contractors, subcontractors, interns, suppliers, service providers and licensors from and against any claims, actions, suits, disputes, demands, allegations, investigations, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including, without limitation, reasonable attorneys' fees) arising out of or in any way related to: Your use of the Service, including access to and use of the Video Platform, the Products and any optional services by members of the Organization, etc.;

Your breach of this Service Agreement; or

Your violation of any law or the rights of a third party.

Article 23: Governing Law

This Service Agreement shall be exclusively governed by and construed in accordance with the laws of New South Wales, Australia.

Any ambiguities in the interpretation of this Service Agreement shall not be construed against the drafting party, MINDVISION.

Article 24: Disputes Resolution

If you have any concern about or dispute overthe Service, you agree to first try to resolve the dispute informally by contacting MINDVISION.

In the unlikely event that a dispute relating to the EAP Website cannot be settled, you irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

Article 25: Severability

If any provision of this Service Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions shallcontinue in full force and effect.

Article 26: Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Service Agreement shall not affect MINDVISION's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Article 27: Translation and Interpretation

This Service Agreement may have been translated if We have made the Service Agreement available to you in a language other than English on the Service Agreement page of the EAP Website. You agree that the original English text shall prevail in the case of a dispute.

Article 28: Headings

The headings in this Service Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Service Agreement.

Article 29: Changes to This Service Agreement

We reserve the right, at Our discretion, to modify or replace this Service Agreement at any time.

Any changes will take effect immediately upon posting on the Service Agreement page of the EAP Website.

If a revision is material, We will make reasonable efforts to provide at least 30 days' notice prior to the revised Service Agreement taking effect.

What constitutes a material change will be determined at Our discretion.

By continuing to use the Serviceafter those revisions become effective, you agree to be bound by the revised Service Agreement.

If you do not agree to the revised Service Agreement, in whole or in part, you must stop using the Service.

Article 30: Entire Agreement

This Service Agreement constitutes the entire agreement and understanding between you and MINDVISION regarding your order placement for and use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and MINDVISION relating to the Service(including, but not limited to, any prior versions of the Service Agreement).

CONTACT US

If you have any questions about this Service Agreement, you can contact us by:

· Filling out the Contact Form; or

· Writing to: MINDVISION PTY LTD POBOX 3086 North Turramurra, Sydney NSW 2074 AUSTRALIA