ACCESS AGREEMENT

BETWEEN:
Permission to Move Pty Ltd (ABN 29 637 230 525) of 177 Gilles Street, Adelaide SA 5000, Ph: (+61) 0403 786 778, E:

[email protected] (PMPL)
AND:
The party whose name and contact details are stated in Item 1 of the Schedule (Organisation) INTRODUCTION:

1. PMPL owns the Product and makes it available via the Website.
2. The Organisation is a heath professional (or hospital or health clinic) with Potential Users.
3. In this Agreement, PMPL:
1. (i)  grants an Access Code to the Organisation, which the Organisation may disclose to Potential Users to enable them to gain access to the Product via the Website and become Users; and
2. (ii)  provides the Coaching Module to the Organisation, which references and assists in teaching the Product to Users.

TERMS:

1. DICTIONARY

PART A ‐ PRELIMINARY

In this Agreement:
Access Code means a unique digital code:

1. (a)  to be sent by PMPL to the Organisation's email address stated in Item 1 of the Schedule; and
2. (b)  that the Organisation may disclose to Potential Users to enable them to gain access to the Product via the Website and become Users (and each be issued a unique username and password) for no payment by the Users to PMPL; and
3. (c)  that expires when the Contract Term ends.

Affiliate means at any time in respect of the Organisation any:

1. (a)  related body corporate of the Organisation (as defined in section 50 of the CA); or
2. (b)  officer of the Organisation or of an entity referred to in the above paragraph (as defined in section 9 of the CA).

CA means the Corporations Act 2001 (Cth) as in force at the start of the Contract Term.

Coaching Module means during the Contract Term:

1. (a)  access via the Website to clinical note templates and session plans, as developed and kept under review by PMPL; and
2. (b)  invitations to participate in periodic, online, forums moderated by PMPL (so long as PMPL offers that function – see clause 10.2).

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Contract Term means the period of time:

1. (a)  starting on the date of execution of this Agreement (including by acceptance via the Website – see
   clause 17.7); and
2. (b)  ending on the earliest of:
1. (i)  if a party (Party 1) gives written notice of termination of the Contract Term to the other party (Party 2) because Party 2 failed to remedy its breach of this Agreement within 14 days after prior written notice from Party 1 specifying the breach and requiring its remedy and stating that Party 1 intends to terminate the Contract Term if Party 2 does not remedy that breach, the date such notice was given; or
2. (ii)  if a party gives written notice of termination of the Contract Term to the other party within 6 months after the start of the Contract Term, the date that is 6 months after the start of the Contract Term; or
3. (iii)  if a party gives written notice of termination of the Contract Term to the other party at least 6 months after the start of the Contract Term, the date that is 3 months after the date such notice was given; or
4. (iv)  such date as the parties may agree in writing (includes by email exchange).

Potential User means any patient of the Organisation who is suffering persistent pain symptoms.

Product means an English language online course of learning in pain management techniques, able to be supplemented by one‐to‐one online coaching (in English) by suitably qualified health professionals (utilising the Coaching Module).

Subscription Fee means the fee stated in Item 3 of the Schedule, payable at the times stated in that Item. User Fee means the fee stated in Item 2 of the Schedule, payable at the times stated in that Item.
User means a person who gains access to the Product via the Website using the Access Code.
Website means PMPL's website at http://www.permissiontomove.com.

1. INTERPRETATION
   In this Agreement: singular includes plural and vice versa; reference to a person or entity includes a body politic or corporate, an individual and a partnership and vice versa; headings do not affect construction; no rule of construction applies to the disadvantage of a party because that party put forward this Agreement or any portion of it; another grammatical form of a defined expression has a corresponding meaning.
   PART B ‐ ACCESS TO THE PRODUCT
2. GRANT OF THE ACCESS CODE
   The parties agree for PMPL to grant an Access Code to the Organisation during the Contract Term, in exchange for payment of the User Fee by the Organisation to PMPL and generally on the terms of this Agreement.
3. USER CONTRACTS
   A User accessing the Product forms a contract for provision of the Product between that User and PMPL on terms stated on the Website (except the User is not obliged to pay PMPL a fee for access to the Product). The Organisation will not be party to that separate contract. Termination of the Contract Term does not prejudice that separate contract.

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5. TRACKING

1. 5.1  PMPL will track and allocate to the Access Code the number of Users.
2. 5.2  Upon request during the Contract Term and to the extent requested, PMPL will advise the Organisation of the names of Users and when they gained access to the Product – but for more sensitive information about a particular User, see clause 6.1.
3. FEEDBACK
1. 6.1  The Organisation acknowledges that a User's progress, experience and outcomes with the Product cannot be communicated by PMPL to the Organisation unless the User has given express written consent to PMPL allowing that disclosure.
2. 6.2  If the Organisation obtains information direct from a User as to his or her progress, experience and outcomes with the Product, which information the Organisation is at liberty to disclose, upon PMPL's request the Organisation must pass on that information to PMPL (without naming or otherwise identifying the User) for the sole purposes of PMPL being able to monitor and improve the Product.
4. INTELLECTUAL PROPERTY
   At all times during and after the Contract Term, PMPL warrants and represents to the Organisation that to the best of PMPL’s knowledge the Product does not infringe the intellectual property rights of any third party.
   PART C ‐ ACCESS TO THE COACHING MODULE
5. PROVISION OF THE COACHING MODULE
   The parties agree for PMPL to provide the Coaching Module to the Organisation during the Contract Term, in exchange for payment of the Subscription Fee by the Organisation to PMPL and generally on the terms of this Agreement.
6. ABOUT THE COACHING MODULE
1. 9.1  At all times during and after the Contract Term, PMPL warrants and represents to the Organisation that to the best of PMPL’s knowledge information in the Coaching Module does not infringe the intellectual property rights of any third party.
2. 9.2  Unless stated otherwise, information in the Coaching Module (text, pictures, graphics, audio, video) is copyright of PMPL.
3. 9.3  The Organisation must not at any time during or after the Contract Term make improper use or disclosure of any information in the Coaching Module.
7. ONLINE FORUM
1. 10.1  When participating in any online forum moderated by PMPL, the Organisation (or its staff) must not present any information that violates the rights of others or that is unlawful, threatening, invasive of privacy, racist, obscene, harassing or otherwise objectionable in PMPL's opinion. PMPL has right to take down such objectionable information at its sole discretion and without notice.
2. 10.2  PMPL may suspend for a time or terminate permanently the provision of an online forum on at least 30 days' notice to the Organisation (and other potential participants). A Subscription Fee does not abate for that reason.
8. ORGANISATION ASSISTANCE
   If the Organisation teaches or otherwise assists a User to use the Product, PMPL is not liable to pay any remuneration to the Organisation for so acting.

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PART D ‐ GOODWILL

1. CONFIDENTIALITY
   A party must not at any time during or after the Contract Term make improper use or disclosure of any information about the affairs of the other party obtained in negotiations for, or in performance of, this Agreement and not in the public domain (other than by prior breach of this clause). The terms and conditions of this Agreement are information to which the above applies to the benefit of both parties jointly.
2. NON‐COMPETE PROMISES
1. 13.1  During and within 3 months after the Contract Term, the Organisation must not, directly or indirectly, alone or with others and in any capacity, carry on or be interested in the development, promotion or distribution of any course of learning (whether provided in‐person or online) substantially the same as or similar to the Product, disregarding a competitive course of learning in wide distribution immediately before the Contract Term (if any).
2. 13.2  During and within 3 months after the Contract Term, the Organisation must not solicit or procure any person to cease or change any employment, accreditation or other work or business arrangement with PMPL.
3. 13.3  The Organisation must not allow any of its Affiliates to do anything that if done by the Organisation would breach an above provision of this clause 13.
   PART E ‐ OTHER PROVISIONS
3. NOTICES
   To be effective, a notice under this Agreement must be in writing and given to the other party:
1. 14.1  by registered / certified / recorded airmail post to the recipient's mailing address now stated and marked "Private and Confidential" and addressed to the recipient's chief executive officer – notice by post is given 3 days after it is posted (7 days, if posted to or from a place outside Australia) or (if earlier) at the time at which the letter would be delivered in the ordinary course of post;
2. 14.2  by email to the recipient's email address now stated – notice by email is given if and when the recipient issues a writing (by email or otherwise) confirming the notice has been read; or
3. 14.3  as permitted by legislation applicable to the recipient, in an envelope marked "Private and Confidential" and addressed to the recipient's chief executive officer.
4. SPECIAL CONDITIONS
   Any special condition stated in Item 4 of the Schedule prevails over other provisions of this Agreement to the
   extent of any necessary inconsistency.
5. ENTIRE AGREEMENT
1. 16.1  Except to the extent expressly stated otherwise in this Agreement, this Agreement expresses and incorporates the entire agreement between PMPL and the Organisation about its subject matter as at the date of this Agreement, and all of the terms and conditions of that agreement, and supersedes and excludes any prior document, agreement, negotiation, understanding or communication between PMPL and the Organisation about that subject matter or any of those terms or conditions.
2. 16.2  Each party agrees that it has not relied on any promise, warranty or representation (including by conduct) in deciding whether to enter into this Agreement, other than any expressly stated in this Agreement.

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17. ABOUT

1. 17.1  Any non‐disclosure agreement previously made between these parties survives the making of this Agreement.
2. 17.2  Except with the other party's prior written consent, a party may not assign or declare a trust over any of its rights or obligations under this Agreement.
3. 17.3  This Agreement may be amended only by written agreement of the parties.
4. 17.4  The laws in South Australia govern this Agreement and the parties irrevocably submit to the non‐ exclusive jurisdiction of the courts of that State in relation to this Agreement.
5. 17.5  A party bears its own costs of the negotiation, execution and performance of this Agreement.
6. 17.6  This Agreement may be executed in counterparts. Each executed counterpart is deemed an original of this Agreement.
7. 17.7  If a person accepts this Agreement for an Organisation via the Website:
1. 17.7.1  the person warrants he or she is duly authorised by the Organisation to do so; and
2. 17.7.2  this Agreement will be taken to be executed by PMPL and the Organisation on the date of that acceptance, and will bind PMPL and the Organisation on and from that date.

SCHEDULE
Item 1: Organisation

Legal name:
Trading name:
Registered business number: Company identifier: (if applicable) Contact person:
Office held:
Mailing address:
Phone number:
Email address:

Item 2: User Fee (one off fee per User): AUD $75.00 (plus GST) per User, payable within 7 days after the end of the month in which that User gained access to the Product, in exchange for an invoice issued by PMPL. If that fee is not paid within time, in addition to its other rights and remedies, PMPL may block access to the Product by such User.

Item 3: Subscription Fee (monthly fee during the Contract Term): AUD $80.00 (Plus GST) per month, with the first payment payable on the date of execution of this Agreement (prior to the grant of the Access Code or the provision of the Coaching Module) and subsequent payments payable on the same day in each following month during the Contract Term, in exchange for an invoice issued by PMPL. That fee is subject to review by PMPL on 30 June 2021 and each 30 June thereafter.

Item 4: Special Conditions: Nil.

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