General Conditions of Contract for Using the Meditation Gateway Smartphone App

Clause 1 Definitions

(a) Confidential Information means confidential or commercially sensitive information including, without limitation:

i. Imageryworks Intellectual Property.

ii. information concerning or relating to this Contract;

iii. information in relation to past, present and future trade secrets and all financial, accounting, marketing and technical information, customer and supplier lists, marketing and sales strategies, internal or external business operations ideas, concepts, know-how, technology, operating procedures, processes, knowledge and other information belonging to, used by or relating to a party (including the business of that party) and their respective transactions and affairs which are not in the public domain.

(b) Commencement Date means the date of installation of the Meditation Gateway App on the Customer’s Smartphone.

(c) Contract means the agreement between the Parties contained in this agreement

(d) Customer means the party registering to use the Services.

(e) Imageryworks means Imageryworks Pty Ltd (Australian Company Number 149 811 521) being the owner of the Meditation Gateway App and the party providing the Services

(f) Imageryworks Intellectual Property means the Meditation Gateway App and any other Intellectual Property created or developed by, owned or used under license by Imageryworks.

(g) Force Majeure Event means any act, event or cause whatsoever which is outside the reasonable control of the affected Party which makes it impossible for the Party to perform its obligations under this Contract, including any acts of God, fire, flood, earthquake, lightning, storms or other severe adverse weather conditions, accident of navigation, lock outs, strikes or other labour disputes or shortages, power loss or power shortage, toxic fumes, accidental breakdown or mechanical failure of plant, machinery, systems, or equipment, epidemic, contamination, sabotage, theft, delays in transportation, war or hostilities, threat of war, or warlike conditions, civil commotion, riots, acts of Government or any other similar cause, but does not include, for example, economic problems such as insufficient funds, substantial price, wage or salary rises, ordinarily foreseeable events or accidents.

(h) Intellectual Property means any copyright, patent, design, trademark, business name, business system, know-how, information, data, concept, idea, technique, procedure, business method, business rules, software or source code.

(i) Meditation Gateway App means the proprietary smartphone app developed and owned by Imageryworks for Customers to use in learning meditation and mind-body techniques, and/or establishing and sustaining a regular practice.

(j) Party or Parties means Imageryworks and/or the Customer as the context requires.

(k) Meditation schools means any person, institution, corporation, association or program, physical or online, that teaches meditation and other mind-body techniques

(l) Services means a well functioning Meditation Gateway App

(m) Term means the period commencing on the Commencement Date and ending one month thereafter, or as otherwise agreed between the Parties in writing.

Clause 2 License to use Meditation Gateway App

Subject to the terms of this Contract, Imageryworks grants to the Customer a non-exclusive, non-transferrable license to use the Meditation Gateway App during the Term.

Clause 3 Responsibilities and Duties of Imageryworks

Throughout the period of the Term, Imageryworks shall provide the Customer with the Services in accordance with the Contract. In providing the Services, Imageryworks shall exercise the degree of skill, care and diligence normally exercised by reasonable professionals in similar circumstances.

Clause 4 Responsibilities and Duties of the Customer

In consideration for Imageryworks providing the Services, the Customer shall use the Meditation Gateway App in accordance with the Contract.

Clause 5 Monthly Fees and Method of Payment

(a) In consideration for Imageryworks carrying out the Services, the Customer shall pay to Imageryworks the Monthly Fees.

(b) Each Meditation School will set its own Monthly Fees and the currency in which the Monthly Fees is to be charged, which will be prominently displayed when the Customer subscribes to the Meditation School on the Meditation Gateway App.

(c) When subscribing to a Meditation School, the Customer will provide a valid credit or debit card and all accompanying information needed to ensure that the Monthly Fees can be duly collected.

(d) The Monthly Fees may be collected by the Customer’s smartphone platform on behalf of Imageryworks, or collected directly by Imageryworks.

(e) The Monthly Fees will be collected at the point of a Customer’s subscription to a Meditation School on the Meditation Gateway App, and each calendar month thereafter.

Clause 6 Term and Termination of the Contract

(a) Imageryworks may terminate this Contract forthwith if the Customer commits a breach of the Contract provided that in the case of a breach capable or remedy such breach has not been remedied within 7 days of the receipt by the Customer of a notice from Imageryworks identifying the breach and requiring its remedy

(b) Upon termination:

i. Imageryworks shall discontinue the Services;

ii. the Customer must immediately stop using the Meditation Gateway App

(c) At the end of the initial Term and each subsequent Term, this Contract shall automatically renew for a further term of 1 month unless a Party notifies the other party in writing at least 2 weeks prior to the end of that Term.

(e) Termination under this Clause shall be without prejudice to any rights or obligation of either Party which may accrue upon termination or have accrued prior to the date of termination.

Clause 7 Liabilities, Indemnities and Insurances

(a) The Customer shall be liable for and indemnifies Imageryworks and each of its officer, employees, agents and sub-contractors (each an “Indemnified Person”) in respect of:

i. all damage, expense, loss or liability of any nature suffered or incurred by an Indemnified Person;

ii. all actions, claims and demands brought against an Indemnified Person;

iii. all costs, damages and expenses (including solicitors’ fees and expenses) which an Indemnified Person may in any way incur in defending or settling any actions, proceedings, claims, demands or prosecutions which may be brought, commenced or prosecuted against an Indemnified Person; arising out of or as a consequences of any negligent act or omission by the Customer or the Customer’s officers, employees, agents or subcontractors in respect of the Services, or any breach of this Contract or other default of the Customer including but not limited to:

i. loss or damage to or destruction of any real or personal property, including without limitation, the property of an Indemnified Person;

ii. personal injury (including death) or disease caused to any person;

iii. loss of profits, loss of anticipated profits, loss of income, loss of use or occupation or loss of contracts by an Indemnified Person.

(b) The Customer’s liability and obligation to indemnify each Indemnified Person under this Clause is reduced proportionally to the extent that the damage, injury, loss, costs or expense referred to is caused by the negligence, breach of statutory duty or obligation or any other deliberate or wrongful actions whatsoever of that Indemnified Person.

(c) The Customer at its own cost shall obtain and maintain insurance adequately covering all liabilities under this Clause (including Third Party Insurance).

(d) Imageryworks’s liability to the Customer under or arising from the Contract, in tort (including negligence) or under any statute arising from Imageryworks’s acts or omissions in performing the Services shall not exceed one month’s Monthly Fees or the cost or re-performing the Services the subject of this Contract, whichever is the lesser. Nothing in this Contract is intended to limit or exclude any liability on Imageryworks’s part, where and to the extent that applicable law prohibits such an exclusion or limitation.

Clause 8 Assignment

The Customer must not assign, transfer, subcontract or in any other manner make over to any third party the benefit or burden of the Contract without the prior written consent of Imageryworks.

Clause 9 Intellectual Property Rights

(a) No property whatsoever in Imageryworks’s Intellectual Property shall pass or accrue to or vest in the Customer pursuant to the grant of the license under the Contract. All Intellectual Property created, provided or used by Imageryworks in connection with the Services shall remain the property of Imageryworks.

(b) The Customer must not copy, alter, modify, reproduce, reverse assemble or reverse compile, or use the whole or any part of the Meditation Gateway App or directly or indirectly allow or cause a third party to do the same without the prior written consent of Imageryworks.

(c) The Customer may make a reasonable number of copies of the Meditation Gateway App only for the purpose of backup and security. The Customer acknowledges that any such copies remain the property of Imageryworks. The terms of this Contract apply also to any such copies.(or their respective employees, agents or subcontractors) either alone or jointly during the Term and relating to or arising out of the provision of the Services or use of the Imageryworks Intellectual Property shall be disclosed promptly to Imageryworks and are the exclusive property of Imageryworks. The expiry or termination of this Contract for all other purposes does not relieve the Customer or its employees, agents or subcontractors from their obligation under this Clause.

(d) Any inventions whether patentable or not conceived or made by Imageryworks or the Customer

Clause 10 Personal Information and Privacy

(a) Each party must comply with the Privacy Act 1988 (Cth) and any guidelines issued by the Privacy Commissioner.

(b) The Customer must also comply with:

i) any privacy policy or approved privacy code which has been adopted by Imageryworks and advised to the Customer in writing;

reasonable direction of Imageryworks regarding how to comply with any such legislation, privacy policy or code.

(c) The Customer acknowledges that Imageryworks may provide licenses to use the Meditation Gateway App and associated services to third parties (including pharmaceutical companies) (each a “Third Party”) with whom the Customer also has an independent commercial relationship. Notwithstanding anything to the contrary in this clause, the Customer authorises and consents to the disclosure by Imageryworks of de-identified, aggregated dispense data (provided however that it must not include any Personal Information) to such Third Parties.

Clause 11 Confidentiality

Each of the Parties hereto undertakes to treat as confidential and not to disclose, duplicate, use or permit the use at any time in any way, other than for purposes of this Contract, the Confidential Information. The obligation of the Parties under this Clause shall survive the expiry or the termination for other purposes of the Contract.

Clause 12 Sub-contracting

If Imageryworks considers it appropriate to do so, it may engage another supplier to assist Imageryworks in providing the Services.

Clause 13 Notices

All notices required or permitted to be given to or served on either Party under the Contract shall be in writing and addressed to that Party in accordance with its communication details set forth in the customer registration or any other communication details which that Party has substituted therefore by notice to the other and shall be delivered personally or by courier or by e-mail or by facsimile transmission or by mail, postage prepaid. Any notice so sent shall be deemed to have been given or served:

a) if by personal or courier delivery, at the time and date that the notice is handed to an officer or representative or the recipient;

b) if by facsimile transmission, on the day of transmission, if so sent as to arrive during the normal business hours on a working day of the recipient, and otherwise on the working day of the recipient next following the day of sending;

c) if by mail, postage prepaid, at the expiration of three days from the time of posting;

d) if by e-mail, at the expiration of three hours of being sent to the e-mail address of the addressee if no notice of failure of delivery is received by the sender (if so sent as to arrive during the normal business hours on a working day of the recipient, and otherwise on the working day of the recipient next following the day of sending).

Clause 14 Governing Law

The Contract and the relationship between the Parties thereto are governed and shall be construed in accordance with the laws of the State of Victoria, Australia. Any dispute arising between the Parties to the Contract shall be finally resolved by the Courts of Victoria, Australia. The Parties submit to the exclusive jurisdiction of the Victorian Courts and any Courts competent to hear appeals there from.

Clause 15 GST

All amounts payable under this Contract (including the Monthly Fees) are exclusive of any GST. Any GST payable shall be added to the Tax Invoice and shall be paid by the Customer.

Clause 16 No Agency

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between the Parties to the Contract.

Clause 17 Entire Agreement

This Contract constitutes the entire agreement between Imageryworks and the Customer and supersedes all prior negotiations, representations or agreements related to the subject matter of the Contract, either written or oral. No changes, alterations or modifications to the Contract shall be effective unless in writing and signed by the Parties thereto.

Clause 18 Illegality

If any term of the Contract or part of the Contract is or becomes or is declared illegal, invalid or unenforceable for any reason whatsoever and such term or part is severable from the Contract, it is deemed deleted from the Contract.

Clause 19 Force Majeure

Notwithstanding any other provision of this Contract, in the event that either Party becomes unable to perform or deliver, wholly or in part, any of its obligations under this Contract, as a direct or indirect result of a Force Majeure Event, that obligation (other than an obligation to pay money) is suspended but only as far as and for so long as it is affected by the Force Majeure Event and:

(a) that Party is not to be held responsible to the non-delivery or non-performance or delay in delivery or delay in performance of its obligation;

(b) that Party is to give the other party prompt notice of the particulars of the Force Majeure Event and the probable extent to which the performance of the obligation will be affected or delayed;

(c) that Party is to use all possible diligence to overcome or remove the Force Majeure Event as quickly as possible;

(d) that Party’s obligation resumes as soon as that Party is no longer affected by the Force Majeure Event.

Clause 20 Commencement Date

This Contract commences on the Commencement Date.

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