Standard Terms for Meditation Teachers for Meditation Gateway App

THIS AGREEMENT is made BETWEEN

IMAGERYWORKS PTY LTD ABN 56 149 811 521 of 61 Baker Parade,Ashburton VIC 3147 (“Imageryworks”)

and

The Meditation Teacher registering a program for the Meditation Gateway App through www.meditationgatewayapp.net(“Meditation Teacher”)

BACKGROUND

1. Imageryworks has developed the Meditation Gateway App for smartphones (“the App”), for meditation teachers and institutions to offer to their students as a practise aid. The App has innovative and unique features that are designed to support students in establishing a regular meditation practise.
2. Meditation Teacher is the owner and custodian of intellectual property including particular meditation and mind-body techniques and teachings, and descriptions, images, audio and video recordings pertaining to the techniques and teachings (“the Meditation Teacher’s Intellectual Property”).
3. Meditation Teacher intends to upload a program containing the Meditation Teacher’s Intellectual Property in the Meditation Gateway App on the terms and conditions set out below.

AGREEMENT
1. Commencement & Term

The date of commencement and term of this Agreement are set out in Item 1 of the Schedule (“the Term”).

2. Authorisations

1.1 Meditation Teacher authorises Imageryworks to receive, store and process the Meditation Teacher’s Intellectual Property for the sole purpose of delivering the services set out in Item 2 of the Schedule (“the Services”).
1.2 Meditation Teacher authorises Imageryworks to instruct the third party smartphone platform vendors to collect the Fees set out in Item 3 of the Schedule from subscribers to the Meditation Teacher’s program within the App and pass on to Imageryworks the revenue share stipulated in Item 4 of the Schedule.

3. Obligations

3.1 Imageryworks shall use its best endeavours to maintain a stable technology platform and an engaging user-interface for the App and www.meditationgatewayapp.net
3.2 Meditation Teacher shall use his/her best efforts in promoting the App to his/her students in order to obtain the optimum market potential for it
3.3 Imageryworks shall pay the Meditation Teacher revenue share each calendar quarter as set out in Item 4 of the Schedule.
3.4 Imageryworks shall provide Meditation Teacher online access to live reports regarding subscribers via www.meditationgatewayapp.net
3.5 Both parties acknowledge and agree that nothing in this Agreement constitutes an assignment or transfer of any intellectual property rights to the other:

3.5.1 Imageryworks acknowledges that the Meditation Teacher exclusively owns all the Meditation Teacher’s Intellectual Property.

3.5.2 The Meditation Teacher acknowledges that Imageryworks exclusively owns all the intellectual property pertaining to the App including any associated patents and trademarks.

5. Warranties and Indemnities

5.1 Each party warrants to the other that it has the right to enter into this Agreement and grant the rights set out herein.
5.2 Each party indemnifies the other against any claim, loss, damage, costs or expenses arising from a breach or alleged breach of its warranties set out in this Agreement.

6. Force Majeure

Either party shall be excused from performing any or all of its obligations under this Agreement if that party becomes wholly or partially unable to carry out such obligations for reasons beyond its control but only for so long as those reasons prevent performance. The party concerned shall only be excused from performing its obligations if it advises the other party of its inability to perform within fourteen (14) days after such inability commences.

7. Assignment by Affiliate

Either party may not assign its interest in the Agreement, other than to a related entity, without the prior written consent of the other.

8. Governing Law

This Agreement is governed by the laws of the State of Victoria, Australia. The parties submit themselves to the jurisdiction of the courts of that State.

9. Waiver

A waiver by either party of any of the terms and conditions of this Agreement in any one instance shall not be deemed to be a waiver of such term or condition for the future, nor or any subsequent breach thereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.

10. Entire Agreement

This Agreement contains the entire understanding of the parties relating to the subject matter herein contained, and this Agreement cannot be changed or terminated orally. This Agreement supersedes any previous agreements and negotiations between the parties in relation to the Services.

11. Severability

In the event that one or more provisions of this Agreement are rendered invalid because it contravenes any statute, regulation, by-law or order or otherwise contravenes or offends any provision of law or equity, that provision shall to the necessary extent be read down or excised from this Agreement.

12. No Partnership

Nothing in this Agreement shall constitute a partnership or joint venture between any of the parties.


EXECUTED AS AN AGREEMENT
EXECUTED by Imageryworks Pty Ltd.
ABN 56 149 811 521

Name:Saurabh Mishra
Title:Managing Director


SCHEDULE


Item 1 Term
  • Commencing on the date that the Meditation Teacher successfully registers a program in www.meditationgateway.net for the App
  • Ongoing with 6 months notice of termination by either party to the contact details set out in Items 5&6 of this Schedule
  • Item 2 Services
  • Feature the Meditation Teacher’s program containing the Meditation Teacher’s Intellectual Property and as uploaded by the Mediation Teacher from www.meditationgateway.net in the App
  • Ensure the App works as specified
  • Fix any bugs in the App and in www.meditationgateway.net in a timely manner
  • Upgrade the App from time to time with innovative features
  • Ensure Meditation Teacher is able to use www.meditationgateway.net to upload and manage the content in the program, access live reports of subscribers and their activity within the App, communicate with subscribers, and also invite students to download the App
  • Item 3 Fees
  • As nominated by Meditation Teacher in www.meditationgateway.net
  • Item 4 Revenue Share
  • Smartphone platform vendor (Apple, Google, etc.) will deduct its revenue share of 30% of Fees
  • Imageryworks: 20% of the Fees
  • Meditation Teacher: 50% of the Fees, paid by Imageryworks to Meditation Teacher on a quarterly basis on the 15th of January, April, July and October following a statement sent by Imageryworks to Meditation Teacher by the 5th of January, April, July and October outlining the number of subscribers and the corresponding Fees received in the quarter
  • Item 5 Imageryworks Contac Saurabh Mishra
    Managing Director
    saurabh.mishra@imageryworks.com.au
    Item 6 Meditation Teacher Contact As nominated by Meditation Teacher in www.meditationgateway.net