WEBSITE TERMS AND CONDITIONS OF USE

1. About the Website
1.1. Welcome to www.minervaalliedhealth.com (the 'Website'). The Website facilitates
interactions between:
(a) Professional/ other service providers within the allied health sector (Global)
looking for advice to incorporate mental health strategies with patients/clients
(the 'Receiver'); into either private or public practice.
(b) Minerva AHS Trust, Minerva AHS Pty Ltd (the 'Provider'),
Making it easier for the Receiver and the Provider to locate, communicate, arrange
payment and deliver services in a fast and secure manner (the 'Services').
1.2. The Website is operated by Minerva AHS Trust PTY. LTD. (ACN 624 933 062).
Access to and use of the Website, or any of its associated products or Services, is
provided by Minerva AHS Trust. Please read these terms and conditions (the
'Terms') carefully. By using, browsing and/or reading the Website, this signifies that
you have read, understood and agree to be bound by the Terms. If you do not agree
with the Terms, you must cease usage of the Website, or any of its products or
Services, immediately.
1.3. Minerva AHS Trust reserves the right to review and change any of the Terms by
updating this page at its sole discretion. When Minerva AHS Trust updates the
Terms, it will use reasonable endeavours to provide you with notice of updates of the
Terms. Any changes to the Terms take immediate effect from the date of their
publication. Before you continue, we recommend you keep a copy of the Terms for
your records.


2. Acceptance of the Terms
You accept the Terms by registering for the Services and/or making any payment as required
under the Terms for use of the Services. You may also accept the Terms by clicking to accept
or agree to the Terms where and if this option is made available to you by Minerva AHS Trust
in the user interface.


3. The Services
1.1. In order to access the Services, both the Receiver and the Provider are required to
register for an account through the Website (the 'Account').
1.2. As part of the registration process, or as part of your continued use of the Services,
you may be required to provide personal information about yourself (such as
identification or contact details), including:
(a) Email address
(b) Preferred username
(c) Mailing address
(d) Telephone number

(e) Password
You warrant that any information you give to Minerva AHS Trust in the course of
completing the registration process will always be accurate, correct and up to date.
1.3. Once you have completed the registration process, you will be a registered member
of the Website ('Member') and agree to be bound by the Terms.
1.4. You may not use the Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with Minerva AHS Trust; or
(b) you are a person barred from receiving the Services under the laws of Australia
or other countries including the country in which you are resident or from which
you use the Services.


4. Your obligations as a Member
1.1. As a Member, you agree to comply with the following:
(a) you will not share your profile with any other person;
(b) you will use the Services only for purposes that are permitted by:
i. the Terms; and
ii. any applicable law, regulation or generally accepted practices or
guidelines in the relevant jurisdictions;

(c) You have sole responsibility for protecting the confidentiality of your password
and/or email address. Use of your password by any other person may result in
the immediate cancellation of the Services;
(d) Any use of your registration information by any other person, or third parties, is
strictly prohibited. You agree to immediately notify Minerva AHS Trust of any
unauthorised use of your password or email address or any breach of security
of which you have become aware;
(e) you must not expressly or impliedly impersonate another Member or use the
profile or password of another Member at any time;
(f) any content that you broadcast, publish, upload, transmit, post or distribute on
the Website ('Your Content') will always be accurate, correct and up to date
and you will maintain reasonable records of Your Content.
(g) you agree not to harass, impersonate, stalk, threaten another Member of the
Website (where interaction with other Members is made available to you);
(h) access and use of the Website is limited, non-transferable and allows for the
sole use of the Website by you for the purposes of providing the Services;
(i) you will not use the Services or the Website in connection with any commercial
endeavours except those that are specifically endorsed or approved by the
management of Minerva AHS Trust;
(j) you will not use the Services or Website for any illegal and/or unauthorised use
which includes collecting email addresses of Members by electronic or other

means for the purpose of sending unsolicited email or unauthorised framing of
or linking to the Website;
(k) you agree that commercial advertisements, affiliate links and other forms of
solicitation may be removed from Member profiles without notice and may result
in termination of the Services. Appropriate legal action will be taken by Minerva
AHS Trust for any illegal or unauthorised use of the Website; and
(l) you acknowledge and agree that any automated use of the Website or its
Services is prohibited.


5. Using the Website as the Receiver
1.1. Users of the Website will access the website via a login detail as a member, at this
point they can access a number of services and products which will be via a download
of Professional Content ie video
Users can also use the websites blog, and or ongoing question and answer area

6. Using the Website as the Provider
1.1. Constant upgrading of the website
Provide updated material around mental health strategies for interested parties.
Facilitate ongoing dialogue through forums or contact button back to members / other
interested parties.

7. Payment
1.1. By Minerva AHS Trust offering the Services to you, you agree that:
(a) A member will pay for a monthly / yearly subscription to access the website and
its material

1.2. All payments made in the course of your use of the Services are made using Paypal
and APL. In using the Website, the Services or when making any payment in relation
to your use of the Services, you warrant that you have read, understood and agree
to be bound by the Paypal and APL terms and conditions which are available on their
website.

8. Copyright and Intellectual Property
1.1. The Website, the Services and all of the related products of Minerva AHS Trust are
subject to copyright. The material on the Website is protected by copyright under the
laws of Australia and through international treaties. Unless otherwise indicated, all
rights (including copyright) in the Services and compilation of the Website (including
but not limited to text, graphics, logos, button icons, video images, audio clips,
Website, code, scripts, design elements and interactive features) or the Services are
owned or controlled for these purposes, and are reserved by Minerva AHS Trust or
its contributors.
1.2. All trademarks, service marks and trade names are owned, registered and/or
licensed by Minerva AHS Trust, who grants to you a worldwide, non-exclusive,
royalty-free, revocable license whilst you are a Member to:
(a) use the Website pursuant to the Terms;

(b) copy and store the Website and the material contained in the Website in your
device's cache memory; and
(c) print pages from the Website for your own personal and non-commercial use.
1.3. Minerva AHS Trust does not grant you any other rights whatsoever in relation to the
Website or the Services. All other rights are expressly reserved by Minerva AHS
Trust.
1.4. Minerva AHS Trust retains all rights, title and interest in and to the Website and all
related Services. Nothing you do on or in relation to the Website will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design,
patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade
mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or
copyright (or an adaptation or modification of such a thing, system or process),

1.5. to you.
1.6. You may not, without the prior written permission of Minerva AHS Trust and the
permission of any other relevant rights owners: broadcast, republish, up-load to a
third party, transmit, post, distribute, show or play in public, adapt or change in any
way the Services or third party Services for any purpose, unless otherwise provided
by these Terms. This prohibition does not extend to materials on the Website, which
are freely available for re-use or are in the public domain.
1.7. Where you broadcast, publish, upload, transmit, post or distribute Your Content on
the Website, then you grant to Minerva AHS Trust a non-exclusive, transferrable,

perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-
load to a third party, transmit, post, distribute, show or play in public, adapt or change

Your Content.

9. Privacy
Minerva AHS Trust takes your privacy seriously and any information provided through your
use of the Website and/or Services are subject to Minerva AHS Trust's Privacy Policy, which
is available on the Website.


10. General Disclaimer
1.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations
or conditions implied or imposed by law, including the Australian Consumer Law (or
any liability under them) which by law may not be limited or excluded.
1.2. Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not
expressly stated in the Terms are excluded; and
(b) Minerva AHS Trust will not be liable for any special, indirect or consequential
loss or damage (unless such loss or damage is reasonably foreseeable resulting
from our failure to meet an applicable Consumer Guarantee), loss of profit or

opportunity, or damage to goodwill arising out of or in connection with the
Services or these Terms (including as a result of not being able to use the
Services or the late supply of the Services), whether at common law, under
contract, tort (including negligence), in equity, pursuant to statute or otherwise.
1.3. Use of the Website and the Services is at your own risk. Everything on the Website
and the Services is provided to you "as is" and "as available" without warranty or
condition of any kind. None of the affiliates, directors, officers, employees, agents,
contributors and licensors of Minerva AHS Trust make any express or implied
representation or warranty about the Services or any products or Services (including
the products or Services of Minerva AHS Trust) referred to on the Website. This
includes (but is not restricted to) loss or damage you might suffer as a result of any
of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to
correct defects, delay in operation or transmission, computer virus or other
harmful component, loss of data, communication line failure, unlawful third party
conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the
Services, or any of its Services related products (including third party material
and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Services or any of the
products of Minerva AHS Trust; and
(d) the Services or operation in respect to links which are provided for your
convenience.

1.4. You acknowledge that Minerva AHS Trust Website and the Services are only
intended to facilitate the interactions between the Receiver and the Provider and does
not offer any services other than the Services and Minerva AHS Trust holds no
liability to you as a result of any conduct of the Members or the misuse of Your
Content by any party (including other Members).

11. Limitation of Liability
1.1. Minerva AHS Trust's total liability arising out of or in connection with the Services or
these Terms, however arising, including under contract, tort (including negligence),
in equity, under statute or otherwise, will not exceed the resupply of the Services to
you.
1.2. You expressly understand and agree that Minerva AHS Trust, its affiliates,
employees, agents, contributors and licensors shall not be liable to you for any direct,
indirect, incidental, special consequential or exemplary damages which may be
incurred by you, however caused and under any theory of liability. This shall include,
but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss
of goodwill or business reputation and any other intangible loss.
1.3. You acknowledge and agree that Minerva AHS Trust holds no liability for any direct,
indirect, incidental, special consequential or exemplary damages which may be
incurred by you as a result of providing Your Content to the Website.

12. Termination of Contract
1.1. If you want to terminate the Terms, you may do so by providing Minerva AHS Trust
with 14 days' notice of your intention to terminate by sending notice of your intention
to terminate to Minerva AHS Trust via the 'Contact Us' link on our homepage.
1.2. Minerva AHS Trust may at any time, terminate the Terms with you if:
(a) you have breached any provision of the Terms or intend to breach any provision;
(b) Minerva AHS Trust is required to do so by law;
(c) Minerva AHS Trust is transitioning to no longer providing the Services to
Members in the country in which you are resident or from which you use the
service; or
(d) the provision of the Services to you by Minerva AHS Trust is, in the opinion of
Minerva AHS Trust, no longer commercially viable.

1.3. Subject to local applicable laws, Minerva AHS Trust reserves the right to discontinue
or cancel your membership at any time and may suspend or deny, in its sole
discretion, your access to all or any portion of the Website or the Services without
notice if you breach any provision of the Terms or any applicable law or if your
conduct impacts Minerva AHS Trust's name or reputation or violates the rights of
those of another party.
1.4. When the Terms come to an end, all of the legal rights, obligations and liabilities that
you and Minerva AHS Trust have benefited from, been subject to (or which have
accrued over time whilst the Terms have been in force) or which are expressed to
continue indefinitely, shall be unaffected by this cessation, and the provisions of this
clause shall continue to apply to such rights, obligations and liabilities indefinitely.

13. Indemnity
1.1. You agree to indemnify Minerva AHS Trust, its affiliates, employees, agents,
contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage
(including legal fees on a full indemnity basis) incurred, suffered or arising out
of or in connection with Your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on
the Website or attempts to do so; and/or
(c) any breach of the Terms.

14. Dispute Resolution
15.1. Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal
or Court proceedings in relation to the dispute, unless the following clauses have been
complied with (except where urgent interlocutory relief is sought).

15.2. Notice:
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give
written notice to the other party detailing the nature of the dispute, the desired outcome and
the action required to settle the Dispute.
15.3. Resolution:
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties')
must:
1.1. Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously
by negotiation or such other means upon which they may mutually agree;
1.2. If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not
been resolved, the Parties must either agree upon selection of a mediator or request
that an appropriate mediator be appointed by the President of the Australian Mediation
Association Conflict Resolution Service or his or her nominee;
1.3. The Parties are equally liable for the fees and reasonable expenses of a mediator and
the cost of the venue of the mediation and without limiting the foregoing undertake to
pay any amounts requested by the mediator as a pre-condition to the mediation
commencing. The Parties must each pay their own costs associated with the mediation;
1.4. The mediation will be held in QLD, Australia.
15.4. Confidential
All communications concerning negotiations made by the Parties arising out of and in
connection with this dispute resolution clause are confidential and to the extent possible,
must be treated as "without prejudice" negotiations for the purpose of applicable laws of
evidence.
15.5. Termination of Mediation:
If 90 days have elapsed after the start of a mediation of the Dispute and the Dispute has not
been resolved, either Party may ask the mediator to terminate the mediation and the
mediator must do so.


15. Venue and Jurisdiction
The Services offered by Minerva AHS Trust is intended to be viewed by residents of
Australia. In the event of any dispute arising out of or in relation to the Website, you agree
that the exclusive venue for resolving any dispute shall be in the courts of Queensland,
Australia.


16. Governing Law
The Terms are governed by the laws of Queensland, Australia. Any dispute, controversy,
proceeding or claim of whatever nature arising out of or in any way relating to the Terms and
the rights created hereby shall be governed, interpreted and construed by, under and
pursuant to the laws of Queensland, Australia, without reference to conflict of law principles,
notwithstanding mandatory rules. The validity of this governing law clause is not contested.
The Terms shall be binding to the benefit of the parties hereto and their successors and
assigns.

17. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable
and both parties having taken the opportunity to obtain independent legal advice and declare
the Terms are not against public policy on the grounds of inequality or bargaining power or
general grounds of restraint of trade.


18. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent
jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

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