TERMS & CONDITIONS

1. GENERAL INFORMATION

1.1 WORKPLACE & MENTAL HEALTH PRODUCTS

These Terms & Conditions (hereinafter referred to as the "Terms") set forth the legal provisions governing the provision of content, products, or services, as listed on the website www.workplaceandmentalhealth.com (hereinafter referred to as the "Website"), or by other delivery methods to you. The Website and such content, products, services, collectively referred to herein as the "Product" or "Products," are subject to updates from time to time at the sole discretion of Workplace & Mental Health. Please read these terms and conditions, carefully before ordering any Products from the Website. The terms "Workplace & Mental Health," "us" or "we" are indicative of Nova Mente, SAS. The term "Device" denotes the device employed to access the Products, including but not limited to computers, smartphones, and tablets. The term "you" is indicative of the user of the Products. Upon placing an Order for any Products or utilizing/accessing the Products in any manner, you explicitly agree to be bound by these Terms and all relevant laws, regulations, and rules. These Terms are accessible to you on the page where you place your Order for our Products. In certain cases, you may be requested to click "I accept" at the appropriate location before purchasing access to the Products. If you choose not to click "I accept" at that moment, you may be unable to finalize the purchase or gain access to the Products. Your utilization of the Products implies your full acceptance of these Terms and your commitment to comply with them. If you do not consent to these Terms, you must abstain from using the Products. Our contact email address is info @ workplaceandmentalhealth.com. All correspondence directed to us, including any inquiries you may have regarding your use of the Products or these Terms, must be sent to this contact email address.

1.2 ARBITRATION NOTICE AND CLASS ACTION WAIVER

Please note that these Terms comprise an Arbitration Clause. Except for specific types of disputes referred to in the Arbitration Clause, you and Workplace & Mental Health acknowledge and agree that any disputes related to these Terms or your utilization of the Products shall be settled via mandatory binding arbitration. Furthermore, you waive any right to take part in a class-action lawsuit or class-wide arbitration.

1.3 BASIS OF LICENSE

(a) These Terms and the Order constitute the complete agreement between you and us concerning the provision of the Products. To engage in specific Products, you may be obliged to consent to supplementary terms and conditions. Those supplementary terms are henceforth integrated into these Terms. In situations where such terms contradict these Terms, the supplementary terms shall take precedence.

(b) We recommend that you review the information in these Terms and on the Order to ensure that they are complete and accurate prior to utilizing or purchasing the Products. If you believe that an error has occurred, you should report this in an email, as we are solely accountable for declarations and assurances provided in writing by a Workplace & Mental Health officer.

(c) As a component of your use of the Products, you consent to the retention and handling of your personal information in the United States, including the retention and handling of your personal information in the United States for the objectives of payment processing and monitoring of product use. By utilizing the Products, you acknowledge your comprehension of and agreement to the fact that the United States may not provide the same level of safeguards for your personal information that is available in your country of residence, and yet you agree to the retention and handling of your personal information in the United States. We shall undertake necessary measures to comply with relevant laws in the United States governing the transfer, storage, and use of certain personal information.

1.4 CHANGES TO TERMS

Workplace & Mental Health retains the right to modify or revise these Terms, as well as any other policies or procedures, at any time. Such modifications or revisions will be communicated to users through the posting of the revised Terms on this page. Any changes or revisions will take effect immediately upon posting to www.workplaceandmentalhealth.com. Your continued use of the Products will be deemed as your consent to be bound by the revised Terms. In certain cases, we may also choose to inform you of any modifications or revisions to these Terms through other means, such as pop-up or push notifications within the Products, or via email.

2. MEMBERSHIPS AND SUBSCRIPTIONS

2.1 BECOMING A MEMBER

(a) You may enroll as a registered user of the Products (referred to as a “Member”). To become a Member, you are required to navigate to the relevant section of the Products, provide us with your first name, last name, and email address, and create a password to be used in conjunction with that email address. You are accountable for preserving the confidentiality of your account and password and limiting access to your account. Access to the Products is limited to the person buying the membership only, which means no account sharing with other people such as family members, friends, or general public. You are not permitted to register for more than one Member account.

(b) During your utilization of the Products, we may require you to furnish certain personalized details (hereinafter referred to as “User Information”). The Workplace & Mental Health Privacy Policy outlines our policies and practices regarding the gathering and usage of User Information. You acknowledge and agree that you are exclusively liable for the precision and substance of User Information, and you agree to keep this information current.

(i) You have the legal capacity to enter into binding agreements; (ii) All of the registration information you provide is accurate and complete; (iii) You will promptly update such information to ensure its accuracy at all times; and (iv) Your use of the Products is in compliance with all applicable laws and regulations.

2.2 ONCE A MEMBER

(a) You are solely responsible for ensuring the confidentiality of your account, password, and other User Information, and for taking measures to restrict access to your Device in order to safeguard such information.

(b) It is your responsibility to keep your User Information up to date.

(c) You are solely responsible for any and all activities that occur under your Member account, regardless of whether such activity is authorized or not, and you agree to immediately notify us of any unauthorized use or breach of security.

(d) Any unauthorized use of the Products for commercial purposes, including but not limited to, the downloading or copying of text, audio, or video content for resale or distribution, is strictly prohibited, and you will be held liable for any damages resulting from such unauthorized use.

(e) We reserve the right to take any and all appropriate legal action, including but not limited to seeking injunctive relief and/or damages, in response to any unauthorized use of your Member account or the Products.

2.3 USE OF WORKPLACE & MENTAL HEALTH BY MINORS

To become a registered user of the Products, you must meet the age requirement of 18 years or the age of majority in your province, territory, or country. Even though your legal guardian or parent has opened an account for you and supervises your use of the Products, you may not use the Products if you are under the age requirement.

2.4 MEMBERSHIP

Workplace & Mental Health membership accounts and subscriptions are non-transferable. Therefore, you are not permitted to sell, transfer, or exchange membership accounts or subscriptions under any circumstances. This includes any accounts or subscriptions that are discounted, subsidized, free of charge, gifted, or provided by your employer.

As a registered Workplace & Mental Health Member, you will have access to exclusive sections, features, and functions of the Products that non-members cannot access.

By agreeing to become a Member, you may occasionally receive special offer, marketing, and survey communication emails related to the Product. You have the option to unsubscribe from these commercial emails by following the opt-out instructions provided in the emails.

2.5 SUBSCRIPTIONS

(a) Workplace & Mental Health account holders have the option to access the Products through a "Member Area," which is a program that requires payment of a subscription fee. The Member Area provides full access to all content within the Products. Your access to the Member Area will only be available while your paid subscription remains active and in good standing.

You may access the Member Area through several means, including purchasing a subscription directly from the Website. Additionally, if you are an employee of a company that has arranged for discounted access to the Products, your employer may provide you with a discount code that will cover the entire cost of the product. In such a case, you will not be charged any fees, but you may still be required to create an account and provide payment information to access the services.

(b) The Member Area can be accessed by making a single payment for a 45-day subscription.

(c) Our obligation to provide the Products starts upon receipt of your Order, your payment, and once you receive confirmation of your purchase via email. When contacting us, please ensure that you reference the Order number. You agree that you are solely responsible for any banking charges that may be incurred as a result of payments made on your account, and that we will not be held liable for such charges. Failure to receive payment from the Payment Method you provided may result in a demand for payment of all amounts due to us. You acknowledge and agree that you are not authorized to resell any Products purchased through Workplace & Mental Health for commercial purposes.

2.6 DEVICE REQUIREMENTS

In order to access Workplace & Mental Health on your mobile device or other electronic device, it is necessary that your device meets certain system requirements, which may include, but are not limited to, the requirement that your device is equipped with the latest available software. Please note that we are not responsible if you are unable to access the Products on your preferred device due to device compatibility issues, software updates, browser compatibility issues, or any other technical issues. In such cases, you may need to use another device, update the software or browser, or take other measures to access the Products.

2.7 GIFTING

Gift Subscriptions refer to pre-paid memberships to the Products, purchased by the Giftor and redeemed by the Recipient. Once the Gift Subscription is purchased, the Giftor will receive an Order confirmation and receipt. Please note that gifting codes can only be used once and cannot be resold, redeemed for cash or combined with any other offers, including free trial.

We will charge the Payment Method provided by the Giftor at the time of purchase, not delivery. There are no refunds or other credits for Gift Subscriptions that are not redeemed.

Please note that Workplace & Mental Health is not responsible for any Gift Subscription that is lost, stolen or used without permission.

2.8 CORPORATE AND OTHER CONSUMER COMMUNITIES

To facilitate access to the Products, various consumer communities, such as corporations, universities, hospitals, and the like (collectively referred to as "Communities"), may purchase and introduce the Products to their employees and members. Occasionally, these Communities may supplement these Terms with their own terms and conditions, which may entail additional conditions for subscription redemption, usage, or supplementary payment for access to the Member Area. In such cases, these additional Community terms and conditions shall apply to your usage of the Products. If there is a conflict between these additional terms and these Terms, the supplementary terms shall take precedence.

2.9 CHANGING FEES AND CHARGES

We retain the right to modify our subscription plans or alter the fees for our service or any associated components in any way and at any time, as we may decide in our exclusive and absolute discretion. Any modifications to your subscription plan or alterations to pricing, except as explicitly stated otherwise in these Terms, shall become effective upon providing notice to you.

3. CANCELLATION OF SERVICES

3.1 CANCELLATION BY YOU

(a) You may terminate your subscription at any time by submitting a cancellation request to info @ workplaceandmentalhealth.com.

(b) Please note that all sales are considered final. Although you have the option to cancel your subscription, you are not entitled to any full or partial reimbursement of the membership cost.

3.2 CANCELLATION BY US

(a) Your use of the Products may be subject to suspension or termination in the event of your commission of fraud or breach of any obligation under these Terms. Such suspension or termination may occur immediately and without prior notice. Breach of these Terms shall include, but not be limited to, unauthorized reproduction or downloading of any text, audio, or video content from the Products, as well as the usage of your Member account and the Products by unauthorized individuals.

(b) We reserve the right to monitor your use of the Products and your Member account, including but not limited to, tracking the number of logins, location of logins, and duration of logins. Any activity that deviates from the typical usage patterns of our users, which may suggest that unauthorized individuals are accessing your account, may result in the immediate suspension or termination of your account. You acknowledge and consent to our monitoring activities and agree to cooperate with any investigation we may conduct concerning such activities.

3.3 PROMOTION AND DISCOUNT CODES

Any promotion code or offer provided by us cannot be combined with any other promotion code or offer, whether past or present. Introductory offers, when available, are solely available to new users of the Products, unless we expressly state otherwise. Please note that no promotion code or discount will apply to corporate or other Community subscriptions. Unless otherwise specified in the terms of any promotion, all pricing promotions or discounts will apply only to the initial subscription period. For subsequent renewals, the non-discounted rate for the type of subscription purchased will apply.

4. PROHIBITED USE OF THE PRODUCTS

4.1 You hereby acknowledge and agree that you shall not upload, post, email, transmit, or introduce any material that includes any software viruses, computer code, files or programs designed to cause interruption, harm, damage, destruction or limitation to the functionality of any computer hardware or software, or any equipment linked to or associated with the Products. You further agree not to interfere with the servers or networks underlying or connected to the Products or to violate any policies, regulations, or procedures of networks connected to the Products. You shall not access the Products in any unauthorized manner.

4.2 You agree not to impersonate any other individual when using the Products, engage in offensive conduct while utilizing the Products, or employ the Products for any unlawful, immoral, or injurious purposes.

4.3 By contravening the terms of this section 4, you may be engaging in a criminal offense as dictated by the relevant laws. We reserve the right to notify the appropriate law enforcement authorities in the event of any such infraction, and we may cooperate with said authorities by disclosing your identity to them. Should such a violation occur, your privilege to use the Products will be immediately revoked.

4.4 Without the express written consent of Workplace & Mental Health, you agree not to use the Products for any purposes related to scientific research, analysis, or evaluation of the Products.

5. MATERIALS OFFERED THROUGH THE PRODUCTS

5.1 COPYRIGHT

(a) Workplace & Mental Health (or our affiliates and/or third party licensors, where applicable) owns all materials (including software and content whether downloaded or not) contained in the Products unless indicated otherwise. You acknowledge that the materials are valuable property and that you shall not acquire any ownership rights in or to such materials other than the specific and limited license for use of such materials. You may not use the materials without our prior written permission except as permitted for in these Terms or other applicable terms and conditions that we may provide to you.

(b) You understand and acknowledge that some of the materials on or in the Products may be owned by third party licensors, and each such licensor has the right to enforce the relevant provisions of section 12 against you. This is in addition to any other rights and remedies available to them.

(c) Unless expressly permitted, you agree not to download or copy any text, audio or video content from Workplace & Mental Health that is not explicitly indicated as downloadable from the Products.

(d) The Products are solely for personal use and may not be used for commercial purposes without obtaining a written license from Workplace & Mental Health. You are not authorized to copy, distribute, republish, or transmit any materials from the Products without our prior written consent. Any unauthorized use will result in immediate termination of your right to use the Products and may subject you to legal liability. You agree to use the Products only for legal and non-harmful purposes and to comply with all applicable laws, rules, and regulations. Workplace & Mental Health may take appropriate legal action for any illegal or unauthorized use of the Products.

(e) You may share a limited amount of content on your personal social media, blogs, YouTube videos, and other similar channels only after receiving our prior written authorization. This authorization will be granted solely at our discretion and may be revoked at any time. You must not publish content that is false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.

(f) Except as expressly authorized in these Terms, you may not download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell, or otherwise exploit any content, code, data or materials in the Products. Any use of the Products or its content not expressly authorized in these Terms may violate copyright and other laws and result in liability for unauthorized use. Workplace & Mental Health reserves the right to enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution.

5.2 TRADEMARKS

Workplace & Mental Health and its logo, as well as all other Workplace & Mental Health product or service marks, are exclusive trademarks of Workplace & Mental Health. All other intellectual property, trademarks, logos, images, product and company names shown or mentioned on or in the Products belong to their respective owners. Nothing in these Terms gives you any license or right to use, modify, remove, or copy such materials. You are prohibited from misusing any of the trademarks displayed on the Products. Workplace & Mental Health will take legal action to protect its trademark rights, including pursuing criminal prosecution.

6. AVAILABILITY OF PRODUCTS

6.1 We strive to provide excellent service, but we cannot guarantee that the Products will be free from faults or meet all of your requirements. If you experience any issues, please inform us at info @ workplaceandmentalhealth.com, and we will evaluate your complaint and correct the fault if necessary. In some cases, we may need to temporarily suspend access to the Products while we address the issue. We will not be responsible for any losses incurred during a commercially reasonable period of unavailability.

6.2 Occasionally, we may need to restrict your access to the Products to perform repairs, maintenance or improve the Products. We will make reasonable efforts to restore the Products as soon as possible. In the event that the Products are unavailable, our usual order and cancellation deadlines will still apply.

7. USER MATERIAL

7.1 You may have the ability to submit material to us through the Products, such as by posting comments or images in certain features or functions. In these Terms, "User Material" refers to any publicly available material you submit to us, including text, files, images, photos, video, sounds, and musical or literary works. User Material does not include the information you provide in registering for and using the Products, such as account information, Product purchase, or Product use information.

7.2 This section 7 outlines the responsibilities and rights of both parties concerning User Material. By reviewing or submitting User Material, you agree to comply with these Terms. If you do not wish to submit User Material in accordance with these Terms, you should refrain from doing so.

7.3 We do not routinely examine User Material provided by you or other users, nor are we accountable for the content of such material. We do not necessarily approve of any viewpoint expressed in such material, and we do not provide any assurances or guarantees, whether explicit or implicit, about User Material, including its legality or accuracy.

7.4 We reserve the exclusive right to decline posting, or alter or delete any of your User Material, or limit, suspend, or terminate your access to any part of the Products, particularly where your User Material infringes this section 7. We reserve the right to exercise this discretion with or without prior notice to you.

7.5 Workplace & Mental Health reserves the right to link User Material or portions thereof to other materials, including materials submitted by other users, or created by Workplace & Mental Health or other third parties. We may use User Material for its internal business purposes, such as to analyze trends or categories, or to promote, market, or advertise Workplace & Mental Health. You acknowledge that Workplace & Mental Health may derive commercial benefit indirectly from the use of your User Material.

7.6 Each instance of your submission of User Material to us entails the following representations and warranties:

(a) You possess ownership of the User Material or hold the right to submit it without infringing any third-party rights, including intellectual property rights (such as trademark or copyright), privacy or publicity rights, confidentiality rights or contractual rights.

(b) Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, nor does it encourage any behavior that would be considered a criminal offense, or give rise to civil liability, or violate any law, or be otherwise deemed inappropriate.

(d) Your User Material does not identify any individual under the age of 18 (including by name, address, still picture or video).

(e) In submitting your User Material, you are not impersonating any other person.

(f) You will not collect email addresses of users for the purpose of sending unsolicited email.

(g) You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.

(h) You will not engage in any automated use of the system, such as using scripts to alter our content.

(i) You will not, without authorization, access, tamper with, or use non-public areas of the Products, our computer systems, or the technical delivery systems of our providers.

(j) You will not attempt to probe, scan, or test the vulnerability of the Products or any other Workplace & Mental Health system or network or breach any security or authentication measures, except as necessary to maintain your own computer security by use of commercial-off-the-shelf anti-virus or anti-malware products.

7.7 We reserve the right to disclose your identity to any third party who claims that their rights have been infringed by User Material submitted by you.

7.8 User Material is not subject to confidentiality and you expressly agree not to submit any content as User Material in which you have a reasonable expectation of privacy. Workplace & Mental Health does not assert any ownership rights in User Material, however, by submitting User Material, you grant to Workplace & Mental Health an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, broadcast, copy, perform, display, edit, distribute and exploit the User Material, or any portion thereof, as well as any ideas, concepts or know-how contained therein, with or without attribution, without requiring any permission or payment to you or any other person or entity, for commercial, publicity, trade, promotional or advertising purposes, and in any and all media now known or hereafter devised, and to create derivative works of or incorporate into other works such User Material, and to grant and authorize sublicenses of the foregoing without payment to you or to any third party. Additionally, Workplace & Mental Health may include your User Material in its Distribution Content that is made available to others through the Products. You acknowledge and agree that Workplace & Mental Health has no control over User Material once it leaves the Products, and others may duplicate material found on the Products, including on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material, and you agree to indemnify Workplace & Mental Health and its affiliates for any claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.

7.9 Any Submissions, including inquiries, feedback, suggestions, and ideas that are not User Material and are provided to us through the Products, will be considered non-proprietary and non-confidential. By transmitting, uploading, posting, emailing, or otherwise submitting Submissions to the Products, you grant Workplace & Mental Health an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, copy, perform, display, distribute, and otherwise exploit the Submissions and any ideas, concepts, or know-how contained therein, with or without attribution, for any purpose, commercial or otherwise, in any media, now known or hereafter devised, and to prepare derivative works or incorporate the Submissions into other works, and to grant sublicenses of the foregoing without any payment or other consideration to you or to any third party. You represent and warrant that you have the right to grant this license and that your Submissions do not infringe upon any third-party rights. You acknowledge that Workplace & Mental Health has no obligation to acknowledge or respond to any Submissions and that Submissions will not be returned to you. You agree to indemnify Workplace & Mental Health and its affiliates for any claims arising from or related to your Submissions.

8. LINKS TO WEBSITES/HOME PAGE

8.1 We may include links to other websites or services that you may choose to access. You acknowledge that any access to such websites or services is at your sole discretion and for informational purposes only. We do not review or endorse any of these websites or services. Therefore, we are not responsible in any way for: (a) their availability, (b) their privacy practices, (c) the content, advertising, products, goods or other materials or resources on or available from these websites or services, or (d) the use to which others make of these websites or services. We are not liable for any damage, loss, or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.

8.2 You may create a link to our home page, provided that you do so in a way that is fair, legal, and does not harm our reputation or take advantage of it. However, you must not create a link in a manner that suggests any form of association, approval, or endorsement on our part where none exists. You may not create a link from any website that you do not own. The Products must not be framed on any other website, nor may you create a link to any part of the Products without obtaining written permission from Workplace & Mental Health. We reserve the right to revoke linking permission with written notice. Additionally, the website from which you are linking must comply with all content standards outlined in our acceptable use policy. If you wish to use any material on or in the Products for any purpose other than those specified above, please send your request to info @ workplaceandmentalhealth.com.

9. PRODUCTS DISCLAIMER

The information provided on the Products is intended for general information purposes only. Although we strive to keep the information accurate and up-to-date, we make no representations or warranties, whether express or implied, regarding the completeness, accuracy, reliability, suitability, or availability of the Products or the information contained therein for any purpose. Therefore, any reliance you place on such information is entirely at your own risk.

10. MEDICAL DISCLAIMER

10.1 Workplace & Mental Health is a provider of an online learning program. We do not provide healthcare services or medical devices, and our Products should not be construed as medical advice. Any medical advice should be sought from your physician or other qualified healthcare provider. Although there is third-party evidence that the activities included in our program can aid in the prevention and recovery process for various conditions and improve some mental health problems, Workplace & Mental Health makes no claims, representations or guarantees that the Products provide a physical or therapeutic benefit.

10.2 The health information, links or references available on the Products, whether provided by Workplace & Mental Health or by external providers under contract, are solely for your convenience.

10.3 To the extent that you engage in any activity of the program, you declare and assure that you are in sufficient physical and mental health to carry out such activities and have no disability or condition that would put you at risk. Before beginning or modifying any physical or mental program or treatment, it is strongly recommended that you consult with a licensed physician. You recognize that Workplace & Mental Health has informed you of the importance of doing so.

10.4 Any advice or materials provided in the Products are solely for general information purposes and should not be relied upon as professional medical advice. It is important to note that such advice and materials are not intended to serve as a substitute for a consultation with a qualified medical professional based on your individual medical condition and circumstances. The information and materials we provide should not be used as a substitute for professional medical advice or treatment. We are not liable for any consequences that may result from your reliance on the information and materials provided by the Program. By using the Program, you acknowledge and assume full responsibility for your decisions and actions. Additionally, we make no representations or warranties, to the fullest extent permitted by law, about the accuracy, completeness, or suitability of the advice, materials, and information provided as part of the Products.

10.5 Workplace & Mental Health advises individuals with pre-existing mental health conditions to consult their healthcare providers before using our Products. The information in the Products is not a substitute for individualized professional medical advice. Workplace & Mental Health is not responsible for any consequences of using our Products without consulting a qualified healthcare professional.

10.6 Workplace & Mental Health hereby clarifies that the Products are not equivalent to psychotherapy sessions. Specifically, Workplace & Mental Health declares that: (a) it does not offer mental health services, (b) it does not provide official diagnoses of mental health, (c) it does not generate or maintain medical records, (d) it does not provide traditional or other forms of psychotherapy, (e) it does not prescribe any medication, (f) it does not generate any type of mental health certificate or report before, during, or after using the Products, and (g) it does not offer you access in person, or online, to a mental health care professional. You acknowledge and agree that the Products do not constitute a therapeutic treatment and are not intended to replace psychological or psychiatric treatments for mental disorders.

11. END USER LICENSE

11.1 Subject to the conditions stated in this section 11 and the other terms of this License Agreement, as well as your payment of any applicable subscription fees, Workplace & Mental Health hereby grants you a limited, non-exclusive, and revocable license to use the Products for personal, non-commercial purposes.

11.2 The Products consist of copyrighted, proprietary, or other intellectual property belonging to Workplace & Mental Health or its licensors. Workplace & Mental Health or its licensors retain all ownership, title, and rights in the Products. Your right to use the Products is merely licensed to you and not sold, and you possess no other rights except to use them in conformity with this License Agreement and our other Terms.

11.3 In accordance with this License Agreement and the other Terms, and subject to payment of applicable subscription fees, you are granted a limited, non-exclusive, revocable license by Workplace & Mental Health to use the Products for personal non-commercial use. However, you agree not to, and not to permit any third party to: (a) copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Products in any way, or create derivative works of the Products; (b) use the Products or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever; (c) rent, lease, loan, make available to the public, sell or distribute the Products in whole or in part; (d) tamper with the Products or circumvent any technology used by Workplace & Mental Health or its licensors to protect any content accessible through the Products; (e) circumvent any territorial restrictions applied to the Products; or (f) use the Products in a way that violates this License Agreement or the other Terms.

11.4 You are prohibited from making the Products available to the public. The Products, whether in their entirety or in part, are the property of Workplace & Mental Health or its licensors, and your use of them must be in compliance with these Terms.

12. DIGITAL MILLENIUM COPYRIGHT ACT (“DMCA”) NOTICE

12.1 Workplace & Mental Health is committed to complying with copyright and related laws, and all users of the Products are required to do the same. You are prohibited from storing or disseminating any material or content on the Products in a manner that infringes on third party intellectual property rights, including copyright law. If you are the owner of a copyrighted work in the United States and believe that your copyright rights have been violated, you may take advantage of the DMCA to report alleged infringements. You must obtain prior written consent from the owner of any copyrighted material, trademarks, or other proprietary information before posting, modifying, distributing, or reproducing them in any way. Our policy is to terminate the privileges of any user who infringes on the copyright rights of others, upon receipt of notification from the copyright owner or their legal representative.

12.2 If you find any posted message that you consider objectionable or infringing, please contact us immediately. Once we receive a valid notice of claimed infringement under the DMCA, we will act quickly to remove or disable access to the material claimed to be infringing. We will also follow the procedures outlined in the DMCA to resolve the dispute between the notifying party and the alleged infringer who posted the content in question.

12.3 If you suspect that your work has been unlawfully copied and posted on the Products in a manner that violates your copyright, please inform us immediately by sending an email to info @ workplaceandmentalhealth.com.

13. GENERAL TERMS AND CONDITIONS

13.1 ASSIGNMENT BY US

Workplace & Mental Health reserves the right to transfer its rights and obligations under these Terms to any company, firm or individual at any time, provided that such transfer does not significantly impact your rights. You are not permitted to transfer your rights or obligations under these Terms to any third party. These Terms are specific to you and no third party shall be entitled to any benefits under these Terms unless explicitly stated herein.

13.2 INDEMNITY BY YOU

You agree to indemnify, defend, and hold harmless Workplace & Mental Health, its directors, officers, members, investors, managers, employees, and agents from any and all claims, liabilities, costs, and expenses, including reasonable attorney fees, arising from (i) your negligent, reckless, or willful misuse of the Products, (ii) your transmission or placement of any content, message, software, information, or other submission through the Products, (iii) any personal or third-party claims of bodily injury, death, or damage to tangible or real personal property resulting from your negligent or more culpable acts or omissions in connection with your use of the Products, or (iv) your violation or breach of the law or these Terms. Workplace & Mental Health reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, and in that event, you agree to cooperate with Workplace & Mental Health in its defense of such claim.

13.3 WARRANTIES AND LIMITATIONS

(a) This warranty provides you with specific legal rights and you may have other rights that vary by state.

(b) We warrant that any Product you purchase from us will, upon delivery, conform to its description and be of satisfactory quality.

(c) We warrant that we will exercise reasonable skill and care in providing you with access to the Products during your subscription.

(d) Despite anything to the contrary, you bear full responsibility for your own use of the Products. In no event will Workplace & Mental Health be liable to you, your heirs, assigns, or any third party for any loss, death, damage, or bodily injury you incur or cause to any third party in connection with your use of the Products or any other activities you undertake in connection with your use of the Products.

(e) The Products and their content are provided on an "as is" basis and we make no representations or warranties of any kind regarding them, including as to the accuracy, completeness, or currency of the Products or their content. We do not assume any liability or responsibility for any errors or omissions in the content of the Products or for any failures, delays, or interruptions in providing the Products. We disclaim and exclude any express or implied warranties or representations, including any warranties of merchantability or fitness for a particular purpose of the Products to the fullest extent permitted by law. We make no warranties or representations, express or implied, regarding the timeliness, accuracy, quality, completeness, or existence of the content and information posted on the Products. We make no warranties or representations, express or implied, regarding the technical accessibility, fitness, or flawlessness of the Products. We make no warranties or representations that your use of the content and information posted on the Products will not infringe upon the rights of third parties.

(f) All conditions, warranties, and other terms that may be implied by statute, common law, or the law of equity are excluded to the extent permitted by law.

13.4 NO WAIVER

In the event that Workplace & Mental Health chooses not to enforce any right or delay exercising a right under these Terms, such action or inaction shall not be deemed a waiver of that right or any other rights under these Terms.

13.5 FORCE MAJEURE

We shall not be held accountable to you for any failure to perform, unavailability or malfunctioning of the Products, or for any failure or delay in complying with these Terms, if such non-performance, unavailability, or delay is due to causes beyond our reasonable control.

13.6 INTERPRETATION

In these Terms, the following apply unless the context requires otherwise: (i) any phrase that begins with the words "including," "include," "in particular," "for example," or any similar expression should be considered as explanatory and not limiting in any way the meaning of the preceding words; and (ii) references to the singular also include the plural, and references to the masculine gender also include the feminine gender, and vice versa.

13.7 ELECTRONIC COMMUNICATIONS

(a) According to applicable laws, some information or communications must be provided in writing. By using the Products, you agree to communicate with us electronically, and acknowledge that we may contact you by email or post notices on the Products. You also acknowledge that all contracts, notices, information, and other communications we provide to you electronically comply with legal requirements for written communication.

(b) To retain a copy, please click “Print” and select an appropriate printer. If you do not have a printer, you may copy the text and underlying agreement(s), paste them into a new document in a word processor or text editor, and save the text.

(c) You have the right to request a paper copy of any communication. To request a paper copy, please email us at info @ workplaceandmentalhealth.com.

(d) We may charge a reasonable service charge to mail you a paper copy of any communication. We will include such service charge on our fee schedule or inform you of the charge and provide you with a choice to receive a paper copy. Please specify the communication for which you are requesting a copy.

(e) To view electronic communications, you must have the following equipment and software:

(i) A personal computer or device capable of accessing the Internet. Your access to this page confirms that your system meets these requirements.

(ii) An Internet web browser supporting 128-bit SSL encrypted communications, JavaScript, and cookies. Your system must have 128-bit SSL encryption software. Your access to this page confirms that your browser and encryption software meet these requirements.

(f) To retain a copy, you must have a printer connected to your device or the ability to save a copy using printing services or software, such as Adobe Acrobat®. If you have a word processor or text editor program on your device, you may also copy and paste the text into a new document in the program and save the text.

(g) You may contact us via email at info @ workplaceandmentalhealth.com to unsubscribe from further communications. Note that unsubscribing may affect your ability to use the Products.

(h) We reserve the right to discontinue electronic communications or to terminate or modify the terms and conditions under which we provide them. We will provide notice of any such changes as required by law.

13.8 NOTICES

If you need to give us notice, please send it to Workplace & Mental Health at info @ workplaceandmentalhealth.com, unless otherwise specified. We may send notice to you at the email address you provided when you registered or using any of the methods described in section 13.7 above. Notice will be considered received and properly served immediately upon posting on the Products or sending an email, or other electronic communication. To prove that a notice was properly served via email, it is sufficient to demonstrate that the email was sent to the intended recipient's specified email address.

13.9 ENTIRE AGREEMENT

These Terms, together with any documents referred to herein, constitute the entire agreement between the parties and supersede all prior discussions, correspondence, negotiations, arrangements, understandings, or agreements between them relating to the subject matter hereof. Each party acknowledges that it has not relied on any representation or warranty (whether made innocently or negligently) that is not set forth in these Terms or the referenced documents and will have no remedies in respect of any such representation or warranty. Each party agrees that its liability for any representation or warranty made in this agreement (whether innocently or negligently) will be solely for breach of contract. Nothing in this section shall limit or exclude any liability for fraud.

13.10 THIRD PARTY RIGHTS

Unless otherwise stated in section 12 (DMCA), it is agreed that any person who is not a party to these Terms shall have no rights under or in connection with these Terms.

13.11 LIMITATION OF WORKPLACE & MENTAL HEALTH’S LIABILITY

(a) We will make every reasonable effort to address any malfunctions in the Products. However, if we do not fulfill our obligations under these Terms, your sole and exclusive remedies, and our complete obligation and liability to you, will never exceed the actual amount you paid for the relevant Products. Additionally, we will not be held liable for the following:

(i) Any computer malfunctions that occur during the registration process, subscription completion, or data transmission, or for incorrect or excessively slow data transmission by your internet service provider. We will not be held liable for any harm resulting from information that you submit to us not being received or not being received promptly, or not being considered, as a result of technical issues with our software or hardware, whether or not they are under our control.

(ii) Any losses or damages caused by viruses or other harmful software that may infect your device, computer equipment, software, data, or other property as a result of your use or access of the Products or through the transmission of emails or attachments received from us.

(iii) Any use of third-party-operated websites linked to the Products.

(b) To the fullest extent permitted by law, workplace & mental health and its affiliates, suppliers, clients or licensors (collectively, the "protected entities") shall not be liable for any consequential, incidental, special, exemplary or punitive damages or losses, whether direct or indirect, arising from or directly or indirectly related to, the use of, or the inability to use, the products or the content, materials and functions related thereto, your provision of information via the products, or lost business or lost sales, or any errors, viruses or bugs contained in the products, even if such protected entity has been advised of the possibility of such damages. In no event shall the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any user or other person or throughout the products. In no event shall the total aggregate liability of the protected entities to you for all damages, losses and causes of action (whether in contract or tort, including but not limited to, negligence or otherwise) arising from these terms of use or your use of the products exceed, in the aggregate, the actual amount, if any, paid by you to Workplace & Mental Health for your use of the products in question.

(c) By using the Products, you accept and agree to assume all risks and liabilities associated with it. Workplace & Mental Health is not responsible for any loss, death, damage, or bodily injury that you may experience or cause to any third party in connection with your use of the Products or any related activities.

13.12 ARBITRATION

Dispute resolution and binding arbitration. Please read the following paragraphs carefully, as they require you to arbitrate disputes with Workplace & Mental Health, and limit the manner in which you can seek relief from Workplace & Mental Health including a limitation on the right to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim.

(a) In the event that any disputes arising out of, relating to, or in connection with these Terms or your use of the Products cannot be resolved through informal means or in small claims court, such disputes shall be resolved through binding arbitration on an individual basis. It is to be noted that this arbitration agreement shall not apply to disputes in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Both you and Workplace & Mental Health are exempted from the mandatory arbitration in such cases.

(b) Arbitration Rules. The Federal Arbitration Act shall govern the interpretation and enforcement of this dispute-resolution provision. Any arbitration shall be initiated through the American Arbitration Association ("AAA"), unless the AAA is unavailable to arbitrate, in which case the parties shall choose an alternative arbitral forum. The rules of the arbitral forum shall govern all aspects of the arbitration, except where those rules conflict with these Terms. The AAA Consumer Arbitration Rules (“AAA Rules”) will govern the arbitration, and they can be found online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be presided over by a single neutral arbitrator.

If the claim is valued at $10,000 or less, the party initiating the arbitration may choose to conduct the arbitration through (1) document submission, (2) non-appearance based telephonic hearing, or (3) in-person hearing, as established by the AAA Rules, in the county of the billing address. If an in-person hearing is selected, the proceedings will take place at a location that is convenient for both parties with due consideration to travel ability and other relevant circumstances. If the parties cannot agree on a location, the arbitration institution will make the determination.

Arbitration fees and arbitrator compensation will be limited to the fees set forth in the AAA Rules, with Workplace & Mental Health paying the remainder. If the arbitrator determines that the substance of the claim or relief sought is frivolous or brought for an improper purpose, payment of all fees will be governed by the AAA Rules, and the user will be required to reimburse Workplace & Mental Health for all previously disbursed monies. Regardless of the method of arbitration, the arbitrator must provide a written decision that includes essential findings and conclusions. The arbitrator may rule on payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party within 14 days of the arbitrator’s ruling on the merits.

(c) The arbitrator shall have the exclusive authority to determine the scope of their own jurisdiction, including any challenges to the validity or enforceability of the arbitration provision or the Agreement based on unconscionability or other grounds. Additionally, the arbitrator shall have exclusive authority to determine the rights and obligations of both you and Workplace & Mental Health. The dispute shall not be consolidated with any other matters, cases or parties. The arbitrator shall have the authority to grant dispositive motions regarding any claims or disputes, as well as the authority to award any remedies available under the applicable law, the rules of the arbitral forum, and the Terms. The arbitrator shall have the same power to award relief on an individual basis as a judge in a court of law. The arbitrator's award shall be final and binding on both you and Workplace & Mental Health.

(d) Waiver of Jury Trial. To the extent permitted by law, both you and Workplace & Mental Health waive any rights granted by the constitution or statute to have a trial before a judge or jury. Instead, you and Workplace & Mental Health agree that disputes and claims shall be resolved through arbitration. In any litigation between you and Workplace & Mental Health over whether to vacate or enforce an arbitration award, you and Workplace & Mental Health waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.

(e) Class Action Waiver. where permitted under the applicable law, you and workplace & mental health agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class or consolidated action. if, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Workplace & Mental Health are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in section 13.13 below.

(f) Opt-out. IT IS POSSIBLE FOR YOU TO DECLINE THIS ARBITRATION AGREEMENT. If you do so, neither you nor Workplace & Mental Health can force the other to arbitrate. To opt-out, you must notify Workplace & Mental Health in writing no later than 30 days after you first become subject to this arbitration agreement. Your notice must contain your name and address, the email address you used to create your Workplace & Mental Health account (if you have one), and an unambiguous statement that you wish to decline this arbitration agreement. You must send your opt-out notice to our email address info @ workplaceandmentalhealth.com.

(g) Small claims court. Either party, you or Workplace & Mental Health, may bring an individual action in small claims court, regardless of the foregoing arbitration agreement.

(h) Public injunction exclusion. Regardless of the foregoing, you may pursue a claim for public injunctive relief either in court or through arbitration.

(i) Arbitration agreement survival. This arbitration agreement will remain in effect even after the termination of your relationship with Workplace & Mental Health.

13.13 EXCLUSIVE VENUE

To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Workplace & Mental Health agree that all claims and disputes arising out of or relating to the Terms or the use of the Products will be litigated exclusively in the corresponding court district of Cúcuta, Norte de Santander, in Colombia. You and Workplace & Mental Health consent to the personal jurisdiction of these courts.

13.14 CHOICE OF LAW

These Terms and any disputes arising out of or related to these Terms or their subject matter, including tort claims, are governed by the laws of Colombia, except to the extent they are preempted by other laws, and regardless of any conflict-of-laws principles.

13.15 SEVERABILITY

In the event that any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable without the invalidated provision.

These Terms are effective and were last updated on March 15, 2023.

Workplace & Mental Health, and Nova Mente SAS.