NEUROTHINKING PTY LTD

USER AGREEMENT

Certain words and expressions used in this user agreement have specific meanings. A references to:

  1. "we", "us" or “our” are references to the Owner;
  2. "you" or "your" are references to the Registered User or any other person accessing, viewing or using the Programs.

Other words and expressions have the meanings set out in the dictionary and interpretation section at the end of this user agreement.

  1. Contract
    1. All Accounts and your use of our Programs are subject to this user agreement. This user agreement includes our Policies (subject to clause 1.2) and together with our Policies is the contract between you and us. By opening an Account, downloading, installing, accessing or using our Programs you will be bound by this user agreement. We may suspend or cancel the Account at any time if you do not comply with this user agreement or if we are investigating suspected misconduct.
    2. Except to the extent they are modified in this user agreement our Policies are deemed to be incorporated as if set out fully in this user agreement. If this user agreement and our Policies conflict this user agreement prevails to the extent of that conflict.
    3. When you use your Account or access our Programs it is always subject to this user agreement.

2.    Account

2.1    To become and remain eligible to be a Registered User you must create an Account. The Account is subject to this user agreement and you are and will remain responsible for all activity on or through the Account. You must provide accurate and complete information when registering your Account and:

        1. You must allow us to provide notices and messages to you through the Account, our Website, apps, and contact information. You must ensure that your contact information is up to date. It is and will remain your obligation to ensure you receive all notices and messages;
        2. Maintain the confidentiality and security of your Account;
        3. Ensure there is no unauthorised access to your Account; and
        4. Be at least 18 years of age to create an Account. If you are not at least 18 years of age you must have the consent of your parents or legal guardian.
        5. You must not create or have more than one Account.
        6. We may restrict, suspend, or terminate the Account if we reasonably believe you may be in breach of this user agreement or law or are misusing the Programs.

2.2    To protect the Account keep your password confidential. If you learn of any unauthorised use of your password or Account you must notify us immediately.

2.3    You must not:

  1. Share or transfer the whole or any part of an Account with any other person;
  2. Use the Account for any illegal purpose;
  3. Transmit viruses, malware, or any other malicious or destructive code or do anything that harms or interferes with the operation of our Website, Services, networks, servers, or other infrastructure;
  4. Access another user’s Account without their permission.

2.4    The Registered User is and will remain responsible for anything that happens through their Account and has the right to control access to and obtain reports concerning the use of the Account.

3.    Subscription

3.1    Access to and use of our Programs is licensed on a yearly subscription basis to the Registered User subject to the payment terms in the payment section of your account settings on the Website (“Subscription”). The Registered User may choose who pays for the Subscription.

3.2    The Subscription may be managed through your account settings on the Website. We will offer you an automatic renewal of the Subscription when you create your Account. If you do not choose this option we will send you an invitation to renew the Subscription before the Subscription expires. We will notify you if the Subscription price increases and seek your consent to renew the Subscription. You will be charged no more than 24 hours prior to the start of the new Subscription period.

3.3    If we are unable to charge your chosen payment method in accordance with this user agreement and your Subscription continues, you remain responsible for any unpaid amounts. We will attempt to charge the payment method as and when your payment method is updated. This may result in a change to the start of your next Subscription period and may change the date on which you are billed for each period. Alternatively we may immediately and without notice terminate this user agreement and access to the Programs. If you stop using the Programs or cancel your Subscription we have fulfilled your Subscription term. Fees for the Programs are not eligible for any proration of unused Subscriptions or refunds, even if access to the Programs is cancelled or terminated. After your access to the Programs is terminated you may no longer have access to any of the data or content in the Programs. We are not responsible for providing you with access to data or content after any cancellation or termination of this user agreement.

3.4    You may terminate this user agreement at any time by closing the Account. If you close the Account you will no longer have access to our Programs. To reinstate access to our Programs you would have to open a new Account.

3.5    We may terminate your account at any time if you fail to remedy a breach of this User Agreement after we notify you of the breach.

4.    Pricing and Payment

4.1    Payment for the Subscription may be managed through your account settings.

4.2    Unless we notify you otherwise in writing this user agreement incorporates by reference and includes program ordering, subscription and payment terms provided to you on our Website for the Programs. You are responsible for the payment for the Programs and:

  1. Payments will be billed to you by us in US Dollars (USD) plus any applicable taxes including GST (if applicable) and your account will be debited when you subscribe and provide your payment information.
  2. You must pay us with one of the following:
  3. A valid credit card or debit card acceptable to us;
  4. Sufficient funds to cover an electronic debit of the payment due;
  5. Any other payment option we provide to you in writing;
  6. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when that information changes, we may suspend or terminate the Account and refuse your access to and use of the Account.
  7. You must notify us of any updates to your payment method to avoid interruption of your use of or access to the Account.
  8. We may participate in programs (if any) supported by your card provider to try to update your payment information and you authorize us to continue billing your account with any updated information that we obtain.
  9. Subject to clause 3.2 we will automatically renew your Account at our prevailing rates unless you cancel or terminate the Account in accordance with this user agreement.
  10. Additional cancellation or renewal terms for the Account may be provided to you on our Website.

5.    Rights and Limitations

5.1    We have and reserve the right to limit how you connect, interact with and use our Programs.

5.2    Information in our Programs and Content is updated periodically and may include inaccuracies or errors. We may update our Programs or Content at any time, without notice.

6.    GST

6.1    To the extent that the supply of our Service is a taxable supply within the meaning of the GST Law, the price for the Service will be increased to include GST payable by us in respect of the supply. Any rebates, discounts or other reductions in price will be calculated on the GST exclusive price. We will provide tax invoices and if applicable adjustment notes to you in the form prescribed by or for the purposes of the GST Law. Any costs required to be reimbursed or indemnified will exclude any amount that represents GST for which an input tax credit within the meaning of the GST Law can be claimed.

6.2    "GST" has the same meaning as in the GST Law. "GST Law" means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or a similar law in any applicable jurisdiction that levies or imposes taxation for the supply of goods and services in that jurisdiction.

7.    Incomplete Transactions

By using our Website if you commence but do not complete a transaction you consent to us using any information you have provided to:

  1. Contact you by any means, including email;
  2. Notify you that the transaction remains incomplete;
  3. Request why the transaction did not complete.

You may request that we do not make further contact with you.

8.    Law and Jurisdiction

You are solely responsible for complying with the laws concerning the use of our Services and Programs. We are not responsible for your use of our Services and Programs. This user agreement  is governed by the laws of Western Australia, and the courts of that state must determine any disputes arising from this user agreement.

9.    General

9.1    If any part of this user agreement is or becomes void or unenforceable that part is or will be severed from this so that all parts that are not or do not become void or unenforceable remain in full force and effect and are unaffected by that severance.

9.2    Failure to exercise or delay in exercising a right does not operate as a waiver of that right. A single or partial exercise of a right does not preclude any other or further exercise of that right or the exercise of any other right.

9.3    We may be required by law to send you communications about the Programs or third party products. We may send these communications to you via email or by posting them on our Website.

9.4    Any translation of this user agreement is done for convenience only. If there is a dispute:

(a)    Between the English and any non-English version, the English version of this user agreement must prevail;

(b)    This user agreement and all related documents must be drafted in English.

10.    Dictionary & Interpretation

In this user agreement:

Account means an account created by a Registered User.

Content means all the information and materials contained on or provided by us at any time on the Website. It includes the Programs, graphics, audio, video, text, logos and software as updated at any time.

Policies means our terms and conditions and any guidelines or policies published or updated by us at any time governing the use of our Website.

Programs means the programs offered by us on the Website.

Registered User means a person who has created an Account to use Programs.

Service means any service provided by us including the Website.

Update means to amend, modify, add to, delete or novate. It includes performing maintenance, or upgrades to our Services.

Website means any Internet based platform used by us to deliver our Services and Programs. It includes the landing page, associated links and sub-pages, Content, the code contained within it, all Internet pages, products contained or referred to on the Website and Linked Sites, networks, servers, other infrastructure or technology used to support or update the Website.

(a)    A reference to a thing or object includes the whole or any part or portion of that thing or object where the context permits.

(b)    Unless contrary to the sense or context a covenant not to do or omit to do any act or thing includes a covenant:

(i)    Not to suffer or permit that act or thing to be done or omitted to be done by another person; and

(ii)    To do everything necessary to ensure that that act or thing is not done or omitted to be done.

(c)    The singular means and includes the plural and vice versa.  A reference to any gender means and includes all other genders.

(d)    Words importing persons include corporations and other entities recognised by law.

(e)    A rule of construction must not apply to the disadvantage of a party because the party was responsible for the preparation of this user agreement.

(f)    The meaning of general words must not be limited by specific examples introduced by 'including’, ‘for example' or similar expressions.  When used in the definition of a term or expression in this Deed, ‘include’ means that a meaning will be included if the context permits.

(g)    Another grammatical form of a defined word or expression has a corresponding meaning.

(h)    Every discretion is absolute and unfettered unless stated to the contrary.

(i)    The expression ‘at any time’ means at any time and from time to time.