Last Updated: 21 September 2021

1. Introduction

Heart and Brain Works Limited (Heart and Brain Works, Us, The Company) is a privately held entity which provides mental health audits and training for workplaces, universities and schools wanting to understand and promote positive mental health. Based in New Zealand, Heart and Brain Works provides services and solutions internationally.

Heart and Brain Works (Our, The Company) services are provided primarily for educational purposes, to teach users (You) evidence-based approaches to stay mentally healthy and optimise wellbeing. Email is an integral part of Our product functionality and an important means of communicating with clients, service providers and third parties. Please also see Our Email Legal Notice section on www.heartbrainworks.org  

This Terms of Use Agreement (Agreement) is a legal Agreement between You as a user of our services and Us, the registered owners of these products. If You do not agree to these terms, You must not use our services. Continued use means that You agree.

2. Commencement, Availability, Termination

This Agreement commences when You first visit the Website and/or download the App and continues until changed or terminated by Us. We reserve Our rights to change or discontinue any aspect of the App, Website or our services including the Terms of Use. It is Your responsibility to ensure that You read and understand the Terms of Use which are made available by Us only in English.

3. Intellectual Property

Our services (including The Wellbeing Protocol), App and Website includes intellectual property such as domain name, copyright, trademark, and design, protected under New Zealand law and international agreements. We own or are licensed to use this intellectual property. We grant You a limited license to make a temporary electronic copy of all or part of the Website, download the App to your smartphone, and to print limited hard copy versions for Your personal use providing that all material is properly attributed. You may not commercially exploit, modify, claim ownership of, link to or incorporate Our Services, Wellbeing Protocol, App or Website content elsewhere without Our prior written consent.

Our Limited License to You. The phrases “Heart and Brain Works Ltd”, “Wellbeing Protocol^TM”, our services, this Website and its Content is property solely owned by us and/or our affiliates or licensors, unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.

If you view, purchase or access our services, Website or any of its Content, you will be considered our “Member”. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only.

When you purchase or access our Website or any of its Content, our Programs and/or our Services, you agree that:

• You will not copy, duplicate or steal our Website or Content. You understand that doing anything with our Website or its Content that is contrary to these TERMS OF USE and the limited license we are providing to you herein is considered theft, and we reserve our right to prosecute theft to the full extent of the law.
• You are permitted from time to time to download and/or print one copy of individual pages of the Website or its Content, for your personal, non-commercial use, provided that you give us full attribution and credit by name, keep intact all copyright, trademark and other proprietary notices and, if used electronically, you must include the link back to the Website page from which the Content was obtained.
• You may not in any way at any time use, copy, adapt, imply or represent that our Website or its Content is yours or created by you.  By downloading, printing, or otherwise using our Website Content for personal use you in no way assume any ownership rights of the Content – it is still our property.
• You must receive our written permission before using any of our Website Content for your own business use or before sharing with others. This means that you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, market, create derivative works, exploit, or distribute in any manner or medium (including by email, website, link or any other electronic means) any Website Content because that is considered stealing our work.
• We are granting you a limited license to enjoy our Website and its Content for your own personal use, not for your own business/commercial use or in any that earns you money, unless we give you written permission that you may do so.

As a “Member” and/or “User”, you understand and acknowledge that this Website and its Content have been developed or obtained by us through the investment of significant time, effort and expense, and that this Website and its Content are valuable, special and unique assets of ours which need to be protected from improper and unauthorized use. We clearly state that you may not use this Website or its Content in a manner that constitutes an infringement of our rights or that has not been authorized by us.

“Heart and Brain Works” and others are our service marks or registered service marks or trademarks. Other product and company names mentioned on the Site may be trademarks of their respective owners. Any use including framing, meta tags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our written permission.

You agree not to use any robot, spider or other automatic device, nor may you use any process to monitor materials available through the Site without our express authorization. You agree not to derive or attempt to derive any source code, source files or structure of all or any portion of the Site contents by reverse engineering, disassembly, decompiling or otherwise. Further, you may not use the Site in a manner that violates any law regulating email, facsimile transmissions or telephone solicitations; nor export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of New Zealand.

All rights not expressly granted in these Terms of Use or any express written license, are reserved by us.

Your License to Us. By posting or submitting any material on or through our Website such as comments, posts, photos, images or videos or other contributions, you are representing that you are the owner of all such materials and you are at least 18 years old.

When you voluntarily submit to us or post any comment, photo, image, video or any other submission for use on or through our Website, you are granting us, and anyone authorized by us, consent to make it part of our current or future Website and its Content. This right includes granting us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you.  You may, however, at any time, ask us to delete this information. Your rights regarding this personal information can be found in our Privacy Policy.

You acknowledge that we have the right but not the obligation to use any contributions from you and that we may elect to cease the use of any such contributions on our Website or in our Content at any time for any reason.

Request for Permission to Use Content

Any request for written permission to use our Content, or any other intellectual property or property belonging to us, should be made BEFORE you wish to use the Content by completing sending an e-mail to [email protected] 

We very clearly state that you may not use any Content in any way that is contrary to these Terms of Use unless we have given you specific written permission to do so. If you are granted permission by us, you agree to use the specific Content that we allow and ONLY in the ways for which we have given you our written permission. If you choose to use the Content in ways that we do not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated and/or stolen such Content from us, and you consent to immediately stop using such Content and to take whatever actions as we may request and by the methods and in the time frame that we prescribe to protect our intellectual property and ownership rights in our Website and its Content.

4. Website Information and Records

We are committed to complying with legal, business and evidential requirements for information and records. We make reasonable efforts to ensure that the information You provide to Us through the App, Website and related email functionality is secure and processed in accordance with Our Privacy Policy. It is Your responsibility to keep records and backups of Your information.

5. Acceptable Use of Services, App, Website and Email Functionality

You agree to the acceptable use of Our Services, App and Website and the email functionality connected with our products. You undertake not to use these services in an unlawful way or in any way that interferes with Our or other visitors’ use and enjoyment of, or access to these services. You agree that You are personally liable for the consequences of the improper use of these services and failure to comply with relevant law. If You are aware of unacceptable use by a third party, please contact Us at [email protected] and tell Us about it.

7. Communication

You agree that We may approach You or send You information including, information about Our services. You will always have the choice to inform Us in writing that You do not want Us to communicate with You and/or to opt-out of these communications.

8. Damages Arising from Email from Heart and Brain Works

Information technologies including telecommunication systems and networks expose Heart and Brain Works to dynamic security and business risk. Heart and Brain Works manages this risk in accordance with New Zealand law and through its policies, procedures and guidelines to prevent unauthorised access to or abuse of its systems and networks. While Heart and Brain Works is committed a reasonable standard care and diligence, Heart and Brain Works cannot and will not be liable for damages arising from the use of its Website which are beyond its control.

9. Complaints and Alternative Dispute Resolution

You agree to submit all complaints relating to this Agreement to Us first, so that We have an opportunity to resolve Your complaint before You proceed to any relevant authority. Please direct all complaints to [email protected] Subject to the above, You agree to confidential arbitration prior to proceeding to court or other forum. You expressly acknowledge that the arbitration proceeding agreed to prevent You from entering a class action lawsuit against Us in relation to any dispute arising from this Agreement. Nothing in this Agreement prevents either Us or You from approaching a court of competent jurisdiction for an interdict or for relief on an urgent basis.

10. Enforceability

You Agree that any electronic record, message, copy, printout or extract of these, signed by one of Our personnel will be absolute proof of the contents of the record, message, copy, printout or extract. No failure or delay by Us or You to exercise a right in this Agreement shall prevent Us or You from exercising Our rights in future. If a term of this Agreement is invalid, unenforceable or illegal, the remaining terms shall continue in full force and effect unless the invalidity, unenforceability or illegality goes to the root of this Agreement.

11. Limitation of Liability, Indemnity, No Warranty

You agree that our services, the App and Website is provided on an “as is” and “as available” basis and that Your use of these services, App and Website is at Your sole discretion and risk. You agree that We will not be liable for any direct, indirect or consequential damages suffered by You arising from Your use of our services, the App, Website, this Agreement or otherwise. We will take reasonable care to ensure the accuracy of information and the availability of the services, App and Website, but make no representations, warranties or guarantees in any way because it is provided for general information purposes only and at Our discretion alone. To the fullest extent permissible in law, You hereby unconditionally and unreservedly indemnify and hold Us, Our directors, employees, consultants, agents, licensors and service providers, harmless against all loss, damages, claims, liability and/or costs, of whatsoever nature, howsoever and whensoever arising.

12. Links to External Third Party Websites and Social Media

For Your convenience, We provide links to external third party websites and various social media resources. You agree that this does not mean that We endorse these and that You are entirely responsible for Your use and access to all other websites and media. The terms and conditions pertaining to the external third party Websites and media themselves will prevail where relevant.

13. Disclaimer

Our Website and its Content are for informational and educational purposes only. To the fullest extent permitted by law, we expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by you or others in connection with our Website, its Content, our Programs and Services, including without limitation any liability for any accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, physical, mental, emotional, or spiritual injury or harm, loss of income or revenue, loss of business, loss of profits or contracts, anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, however and whether caused by negligence, breach of contract, or otherwise, even if foreseeable. You specifically acknowledge and agree that we are not liable for any defamatory, offensive or illegal conduct of any other Website participant or user, including you.

Medical Disclaimer. This Website, its Content, our Programs and Services are not to be perceived as or relied upon in any way as medical advice or mental health advice. The information provided through our Website or Content or Programs or Services is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your own physician, nurse practitioner, physician assistant, therapist, counselor, mental health practitioner, licensed dietitian or nutritionist, member of the clergy, or any other licensed or registered health care professional. Do not disregard professional medical advice or delay seeking professional advice because of information you have read on this Website, its Content, our Programs, our Services or received from us. Do not stop taking any medications without speaking to your physician, nurse practitioner, physician assistant, mental health provider or other health care professional. If you have or suspect that you have a medical or mental health issue, contact your own health care provider promptly.  We are not providing health care, medical or nutrition therapy services or attempting to diagnose, treat, prevent or cure in any manner whatsoever any physical ailment, or any mental or emotional issue, disease or condition. We are not giving medical, psychological, or religious advice whatsoever.

Earnings Disclaimer. You acknowledge that we have not and do not make any representations as to the health physical, mental, emotional, spiritual or health benefits, future income, expenses, sales volume or potential profitability or loss of any kind that may be derived as a result of your use of this Website, its Content, our Programs or our Services. We cannot and do not guarantee that you will attain a particular result, positive or negative, financial or otherwise, through the use of our Website, its Content, our Programs or our Services and you accept and understand that results differ for each individual. You agree that we are not responsible for your earnings, the success or failure of your business decisions, the increase or decrease of your finances or income level, or any other result of any kind that you may have as a result of information presented to you through our Website, its Content, our Programs or our Services. We also expressly disclaim responsibility in any way for the choices, actions, results, use, misuse or non-use of the information provided or obtained through your use of our Website, its Content, our Programs or our Services.

Warranties Disclaimer. WE MAKE NO WARRANTIES AS TO OUR WEBSITE, ITS CONTENT, OUR PROGRAMS OR OUR SERVICES. YOU AGREE THAT OUR WEBSITE, ITS CONTENT, OUR PROGRAMS OR OUR SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE OR ITS CONTENT WILL BE FUNCTIONAL, UNINTERRUPTED, CORRECT, COMPLETE, APPROPRIATE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE WEBSITE, CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF OUR WEBSITE OR ITS CONTENT OR ON THIRD-PARTY WEBSITES REGARDING THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

Technology Disclaimer. We try to ensure that the availability and delivery of our Website, its Content, our Programs or our Services is uninterrupted and error-free. However, we cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction. To the fullest extent permitted by law, we will be not be liable to you for damages or refunds, or for any other recourse, should our Website, its Content, our Programs or our Services become unavailable or access to the them becomes slow or incomplete due to any reason, such as system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make our Website, its Content, our Programs or our Services inaccessible to you.

Legal Disclaimer. The information contained on this Website and the resources available for download through this website is not intended as, and shall not be understood or construed as, legal advice.

Regardless of anything to the contrary, nothing available on or through this Website should be understood as a recommendation that you should not consult with an attorney to address your particular information. The Company expressly recommends that you seek advice from an attorney prior to taking any actions.

Not Professional Advice. The information contained on this Website and the resources available for download through this website is not intended as, and shall not be understood or construed as, professional advice. While the employees and/or owners of the Company are professionals and the information provided on this Website relates to issues within the Company’s area of professionalism, the information contained on this Website is not a substitute for advice from a professional who is aware of the facts and circumstances of your individual situation.

We have done our best to ensure that the information provided on this Website and the resources available for download are accurate and provide valuable information. Regardless of anything to the contrary, nothing available on or through this Website should be understood as a recommendation that you should not consult with a professional to address your particular information. The Company expressly recommends that you seek advice from a professional.

Neither the Company nor any of its employees or owners shall be held liable or
responsible for any errors or omissions on this website or for any damage you may suffer as a result of failing to seek competent advice from a professional who is familiar with your situation.

No Professional-Client Relationship. Your use of this Website – including implementation of any suggestions set out in this Website and/or use of any resources available on this Website – does not create a professional-client relationship between you and the Company or any of its professionals. The Company cannot accept you as a client unless and until we determine that there is a fit and until various requirements, such as fee arrangements, are resolved. Thus, you recognize and agree that we have not created any professional-client relationship by the use of this Website.

User’s Personal Responsibility. By using this Website, you accept personal responsibility for the results of your actions. You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available on this Website or the resources available for download from this Website. You agree to use judgment and conduct due diligence before taking any action or implementing any plan or policy suggested or recommended on this Website.

No Guarantees. You agree that the Company has not made any guarantees about the results of taking any action, whether recommended on this Website or not. The Company provides educational and informational resources that are intended to help users of this website succeed in life, business and otherwise. You nevertheless recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Company.

You also recognize that prior results do not guarantee a similar outcome. Thus, the results obtained by others – whether clients or customers of the Company or otherwise – applying the principles set out in this Website are no guarantee that you or any other person or entity will be able to obtain similar results.

Errors and Omissions. We make no warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information on our Website, its Content, our Programs or our Services. Every effort has been made to present you with the most accurate, up-to-date information, but because the nature of scientific research is constantly evolving, we cannot be held responsible or accountable for the accuracy of our content. We assume no liability for errors or omissions on the Website, its Content, our Programs or our Services, or in other information referenced by or linked to the site. You acknowledge that such information may contain inaccuracies or errors to the fullest extent permitted by law.

Links to Other Websites. We may provide links and pointers to other websites maintained by third parties which may take you outside of our Website or its Content. These links are provided for your convenience and the inclusion of any link in our Website, its Content, our Programs or our Services to any other website does not imply our endorsement, sponsorship, or approval of that website or its owner. We do not endorse and we are not responsible for the views, opinions, facts, advice, statements, errors or omissions provided by external resources referenced in our Website, its Content, our Programs or our Services, or their accuracy or reliability. We have no control over the contents or functionality of those websites and so we accept no responsibility for any loss, damage, or otherwise that may arise from your use of them. It is your responsibility to review the terms and conditions and privacy policies of those linked websites to confirm that you understand and agree with those policies.

Reviews. At various times, we may provide reviews of products, services, or other resources. This may include reviews of books, services, and/or software applications. Any such reviews will represent the good-faith opinions of the author of such review. The products and services reviewed may be provided to the Company for free or at a reduced price as an incentive to provide a review.

Regardless of any such discounts, we will provide honest reviews of these products and/or services. You recognize that you should conduct your own due diligence and should not rely solely upon any reviews provided on this website.

We will disclose the existence of any discounts or incentives received in exchange for providing a review of a product. If you would like more information about any such discounts and incentives, send an email to [email protected] that includes the title of the reviewed product as the subject line. We will respond via email and disclose any incentives or discounts we received in association with any such review.

Affiliate Links. From time to time, the Company participates in affiliate marketing and may allow affiliate links to be included on some of our pages. This means that we may earn a commission if/when you click on or make purchases via affiliate links.

As a policy, the Company will only affiliate with products, services, coaches, consultants, and other experts that we believe will provide value to our customers and followers.

The Company will inform you when one of the links constitutes an affiliate link.

You recognize that it remains your personal responsibility to investigate whether any affiliate offers are right for your business and will benefit you. You will not rely on any recommendation, reference, or information provided by the Company but will instead conduct your own investigation and will rely upon your investigation to decide whether to purchase the affiliate product or service.

Testimonials. At various places on this Website, you may find testimonials from clients and customers of the products and services offered on this Website or by the Company. The testimonials are actual statements made by clients and/or customers and have been truthfully conveyed on this Website.

Although these testimonials are truthful statements about results obtained by these clients and/or customers, the results obtained by these clients and/or customers are not necessarily typical. You specifically recognize and agree that the testimonials are not a guarantee of results that you or anyone else will obtain by using any products or services offered on this Website or by the Company.

Limitations on Linking and Framing. You may establish a hypertext link to our Website or Content so long as the link does not state or imply any sponsorship, endorsement, or ownership with our Website or Content and does not state or imply that we are have sponsored, endorsed or have ownership rights in your website. However, you may not frame or inline link our Content without our written permission.

ALL INFORMATION ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. THE COMPANY DOES NOT WARRANT THE ACCURACY OF INFORMATION CONTAINED ON ITS CONSTITUENT WEB SITES OR THOSE OF THIRD PARTIES. NOTHING ON THE SITE INTENDED TO BE CONSTRUED AS MEDICAL ADVICE; USERS SHOULD SEEK THE ADVICE OF A QUALIFIED MEDICAL PRACTIONER BEFORE ENGAGING IN ANY HEALTH-RELATED REGIMEN. ALL SERVICES PROVIDED BY THE COMPANY THROUGH THE PROGRAM AND ON THE SITE ARE PROVIDED “AS IS” TO THE MAXIMUM EXTENT POSSIBLE BY LAW. THE COMPANY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE SERVICES SUPPLIED ARE OF A REASONABLY ACCEPTABLE QUALITY. THE COMPANY DOES NOT WARRANT THAT FUNCTIONS CONTAINED ON THE WEB SITE WILL BE UNINTERRUPTED OR ERROR- OR VIRUS-FREE. THE COMPANY DOES NOT WARRANT OR REPRESENT THE USE OF THE CONTENTS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR REVENUES. THE COMPANY SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS BY THIRD PARTIES TO YOUR TRANSMISSION FACILITIES OR ANY SIMILAR EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS, OR DESTRUCTION OF YOU NETWORK, APPLICATIONS, DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH ACCIDENT, FRAUD, OR ANY OTHER METHOD. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER ARISING OUT OF YOUR USE OF, OR INABILLITY TO USE, THE SERVICES OR FACILITIES PROVIDED BY HEART AND BRAIN WORKS LTD OR OUR PROGRAMS OR OUR SERVICES, OR IN CONNECTION WITH THE SALE OF PRODUCTS OR SERVICES OF OTHER MEMBERS OR USERS VIA THE WEB SITE, INCLUDING WITHOUT LIMITATION THE BREACH OF ANY OBLIGATION IMPOSED ON CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF I-I WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS OF SUCH CHARGE, THE COMPANY LIMITATIONS OF LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED, ANY FEES PAID TO THE PROGRAM IN THE PREVIOUS SIX (6) MONTHS. YOU ACKNOWLEDGE BY YOUR MEMBERSHIP IN THE PROGRAM AND YOUR USE OF SERVICES PROVIDED THAT SUCH MEMBERSHIP AND USE IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS IN CONNECTION WITH YOUR USE OF THE SITE, AND THAT THE COMPANY SHALL NOT IN ANY FORM WHATSOEVER BE LIABLE FOR DAMAGES OF ANY KIND RELATED TO YOUR USE OF THE SITE. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, OR TORT, AND SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.

14. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of New Zealand.

15. Skill, Diligence, Care

We will exercise reasonable skill, diligence and care as may reasonably be expected from a similar provider.

16. Company Information

Name	Heart and Brain Works Ltd
Physical address and the address for receipt of legal service of documents	Orchard Street, Avondale, Auckland, 1026
Phone numbers	+64 2041752016
Website address	www.heartbrainworks.org
Email address	[email protected]