Updated 2024
Applicability
These terms and conditions (“Terms”), shall govern all hardware and software products (including the Subscriptions, VR headset, VR App, Virtual Items, the Software collectively referred to as “Products”) and services related to or in connection with the Enosis VR suite (“Services”) offered by Enosis Therapeutics Pty Ltd (ACN 645 574 509) whose registered office is at 2 Gwynne St Ground Floor, Cremorne VIC 3121 (“Enosis Therapeutics”).
Agreement to Terms
By using our Services, you expressly acknowledge and agree to be bound by these Terms. If you do not agree to be bound by these Terms, please refrain from using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you possess the authority to legally bind that company or other legal entity to these Terms. In such instances, “you” and “your” will refer to that specific company or other legal entity.
Unless otherwise expressly stated in our Terms, the terms used herein have the same meaning as in our Privacy Policy. These Terms together with the Privacy Policy constitute the entire and exclusive understanding and agreement between Enosis Therapeutics and you concerning the Services and Content, superseding and replacing any prior oral or written understandings or agreements between Enosis Therapeutics and you concerning the said Services and Content. However, if you are using the Services upon the request, or at the direction of your employer or another third party which has entered into a commercial arrangement with Enosis Therapeutics, the terms and conditions of such agreement will prevail over these Terms.
Changes to Terms or Services
We reserve the right to make modifications or any changes to the Terms at any given time, at our sole discretion. In the event of such modifications or changes occurring, we will inform you either by posting the updated Terms on www.enosistherapeutics.com (“Site”) or through other forms of communications. It is imperative that you regularly review the Terms following any modifications or changes. By continuing to use the Services after we have posted modified Terms on the Site, you explicitly indicate your agreement to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may discontinue to use the Services thereafter. Given the evolving nature of our Services, we may, at our sole discretion, make changes or discontinue all or any part of the Services, at any given time without any prior notice.
Using the Services
1. Eligibility
You are eligible to use the Services only if you are 18 years of age or older and not prohibited from using the Services under applicable laws.
2. Registration and your Information
To access certain features of the Services, you must create an account on the Platform using an username and password (“Account”). It’s important that you provide us with accurate, comprehensive and up-to-date information on the Account (“Information”) (including registration information) and promptly update this information as needed. This may include disclosing your personal information to us. Your Account password should not be shared with anyone, and any unauthorised use of your Account must be notified to us immediately. You’re responsible for all activities that occur under your Account, whether or not you are aware of them.
3. Session Data
The Software may measure, collect and store information or data associated with your eye and head movement, heart rate and breathing, as well as your moods and feelings (evaluated through your responses to surveys, questionnaires, and voice recordings and drawings in the Platform) which are collectively referred to as “Session Data”.
Information and Session Data are collectively referred to as “Personal Information”
4. Processing and storage of Personal Information
In using the Services, you explicitly grant your consent to the processing and storage of your Personal Information in Australia. This includes the processing and storage of your Personal Information in Australia for the purposes of processing payments and monitoring individual usage of the Services. By using the Services, you acknowledge and agree that Australia may not provide the same level of protection for your Personal Information as provided in your country of residence. Notwithstanding this, you expressly consent to the processing and storage of your Personal Information in Australia. We will implement necessary measures to comply with the applicable laws governing the transfer, storage and utilisation of certain Personal Information.
Please refer our Privacy Policy for information on how we collect, use and disclose your Personal Information. You acknowledge and agree to the condition that your use of the Services is subject to our Privacy Policy. Our Privacy Policy is available at [X].
5. Organisational offerings
Certain organisations such as, universities, hospitals, and companies (“Organisations”) may purchase and make the Services available to their employees and members. In some cases, these Organisations may supplement these Terms with their own terms and conditions (“Supplemental Terms“), which may include additional terms on certain aspects like subscription redemption, usage guidelines, or supplementary payments for accessing the Services. In such an event, both these Terms and the Supplemental Terms shall apply to your use of the Services. In the event of a conflict between these Terms and Supplemental Terms, the Supplemental Terms shall prevail.
Fees & Subscriptions
We may charge fees associated with certain Services, including, without limitation, for subscriptions to certain Services (“Subscriptions”), the download of mobile applications (“Apps”), and the purchase of virtual goods, add-ons or benefits (“Virtual Items”). Such Services or Virtual Items may be made available for purchase on specified pages of the Site, within the Apps, on third-party software stores and marketplaces (“Software Providers”), or otherwise as indicated through the Services. The price of any Product or Service purchased through the Services will be the price specified at the time of your purchase. All listed prices for Products and Services exclude all applicable taxes and telecommunication charges unless explicitly stated otherwise. To the maximum extent permitted by law, you agree to bear the responsibility for any such applicable taxes and telecommunication charges. By purchasing any App, Virtual Item or other content you affirm and warrant that you are of legal age to enter into a binding contract, and that you are not a person prohibited from using or receiving the Services by any local, state, federal or international law. All payments for purchases are non-refundable and non-transferable except as expressly provided in these Terms.
If you provide us with credit card information, you represent that you are the authorised user of the credit card that is used to pay the Subscription or other fees. If you purchase a Subscription, you are required to pay the applicable Subscription fee during each month of your usage of the Services, and you expressly agree and reaffirm that we are authorised to charge your credit card for the applicable Subscription fee. You agree to promptly notify us of any changes to your credit card account number, its expiration date and/or your billing address. Additionally, you commit to promptly notify us of the expiration or cancellation of your credit card for any reason. We retain the right to collect applicable taxes and impose premium surcharges for certain Services.
Subscriptions to the Services may be provided to you on a monthly, yearly, or other periodic basis. By purchasing a Subscription, you authorise Enosis Therapeutics (and/or the relevant Software Provider) to initiate recurring non-refundable payments until you cancel your Subscription. By accepting these Terms and electing to purchase a Subscription, you acknowledge the recurring payment feature of your Subscription and accept responsibility for all recurring payment obligations prior to cancellation of your Subscription either by you or Enosis Therapeutics. Your Subscription continues until it is cancelled by you or until we terminate your access to or use of the Services or Subscription in accordance with these Terms.
When you purchase a Subscription, it is considered final and you will not be able to cancel the purchase and/or receive a refund of your Subscription fee at any point. However, if an unexpected issue or an unforeseen event occurs while completing a purchase, we reserve the right to cancel your purchase for any reason. In such instances, we will refund any payment that you have already remitted to us for that purchase. Without limiting the foregoing, you may cancel your Subscription at any time, but you understand that such cancellation will be effective upon the lapse of the ongoing Subscription period. No refund of any portion of the Subscription fee paid for the ongoing Subscription period will be provided at the time of cancellation. Cancellation can be done through the Site or by sending an email to info@EnosisTherapeutics.com with the subject line “Cancel Subscription” which email must include your name, email, the username associated with your Account and your desired cancellation date in the body of the email. You will be responsible for all Subscription fees incurred for the ongoing Subscription period. Upon cancellation, your right to use the Services will continue until the conclusion of your ongoing Subscription period, after which termination occurs without further charges.
We disclaim any liability for purchaser errors, trial versions, software purchased for the wrong device or platform, absence of promotion codes or discounts at the time of purchase, or any item purchased beyond 90 days from the purchase date for any reason. We will not be responsible for any errors on billing statements issued to you by your wireless carrier, or any Software Provider. In no circumstance will we be liable for any defects or other issues associated with downloads or purchases through the Services after a period of 90 days has expired from the date of such download or purchase, as applicable. Please read carefully the system requirements before making any purchases.
Virtual Items hold no real-world value and cannot be redeemed for actual currency, goods, or other items of monetary value. Even if there are unused Virtual Items remaining in your Account at the time of closure, whether such closure was voluntary or not, such Virtual Items cannot be redeemed. All sales of Virtual Items are final. No refunds will be given, except at our sole and absolute discretion. The purchase of any Virtual Item is merely the purchase of a license to use the Virtual Item in the applicable Services and does not transfer ownership of that Virtual Item to you. This license is personal to you and cannot be sold, transferred, assigned, gifted, traded, or sublicensed.
Content and Content rights
For purposes of these Terms, (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that users (including you) provide to be made available through the Services. Content includes without limitation the User Content.
Content ownership
Enosis Therapeutics does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict your rights to use and exploit your User Content. Subject to the foregoing, Enosis Therapeutics and its authorised licensors exclusively own all rights, title and interest in the Services and Content, including all associated intellectual property rights (“IPR”). You acknowledge that the Services and Content are protected by copyright, trademark, and other applicable laws of Australia and other foreign countries. You commit to refrain from removing, altering or obscuring any copyright, trademark, service mark, IPR or other proprietary rights embedded in or accompanying the Services or Content.
Rights in User Content granted by you
By making any User Content available through Services you hereby grant to Enosis Therapeutics a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works, distribute, publicly display and perform your User Content in connection with operating, providing and enhancing the Services and Content for both your benefit and other users.
Your responsibility for User Content
You bear sole responsibility for all your User Content. You represent and warrant that you own all your User Content or you hold all the requisite rights to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Enosis Therapeutics through the Services will infringe, misappropriate or violate IPR, rights of publicity or privacy of a third party, or result in a violation or breach of any applicable law or regulation.
Removal of User Content
You may remove your User Content by specifically deleting it. However, in specific instances, certain elements of your User Content such as posts, comments made by you, or images that you have provided which are integrated into the Services may not be entirely removed and copies of your User Content may continue to exist within the Services. We bear no responsibility or liability for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in Content granted by Enosis Therapeutics
Subject to your compliance with these Terms, Enosis Therapeutics grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy and display the Content exclusively in connection with your permitted use of the Services and strictly for your personal and non-commercial purposes.
Rights in the Software granted by Enosis Therapeutics.
Subject to your compliance with these Terms, Enosis Therapeutics grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the software (“Software”)on a mobile device, VR headset or a computer that you own or control and to run such copy of the Software strictly for your own personal non-commercial purposes. Copying of the Software is restricted, except for creating a reasonable number of copies for backup or archival purposes. Unless expressly permitted under these Terms, you are restricted from: (i) copying, modifying or creating derivative works based on any of the Products (ii) distributing, transferring, sublicensing, leasing, lending or renting the Software to any third party; (iii) reverse engineering, decompiling or disassembling the VR App; or (iv) making the functionality of the Software available to multiple users through any means. Enosis Therapeutics retains all rights in and to the Software that are not expressly granted to you under these Terms.
Accessing the Software
The following Terms apply to any Software accessed through or downloaded from any Software Provider (i.e. the Meta Quest Store, Apple Software Store, or Google Play). You acknowledge and agree that:
The Software Provider holds no responsibility for addressing any claims that you have or any claims of a third party relating to the Software or your possession and use of the VR App, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the Software or your possession and use of that Software infringes their IPR, Enosis Therapeutics will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You acknowledge that the Software Provider, and its subsidiaries, are third party beneficiaries under these Terms concerning your license to the App, and that, upon your acceptance of the Terms, the Software Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms in relation to your license of the Software against you, acting as a third party beneficiary.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You must also comply with all applicable third party terms of service when using the Apps and other software.
To use the Software, your mobile device, VR headset, and/or computer must satisfy certain system requirements. These requirements can be found on our Site and wherever the Software is made available by a Software Provider.
General Prohibitions & Enosis Therapeutics’s enforcement rights.
You agree not to engage in any of the following activities:
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we retain the right to do so for the purpose of operating the Services, ensuring compliance with these Terms and adhering to applicable law or other legal requirements. We reserve the right, though not obligated, to remove or disable access to any Content, at any given time and without prior notice. This includes, but is not limited to, situations where we, at our sole discretion, deem any Content objectionable or in violation of these Terms. We retain the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Termination and survival
We reserve the right to terminate your access to and use of the Services, at our sole discretion, at any given time and without prior notice. You may cancel your Account at any time by sending an email to us at info@EnosisTherapeutics.com. If you have purchased a Subscription through a Software Provider, it is advised to cancel your Subscription directly with the Software Provider. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without any limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
Warranties and disclaimers
The Services and Content are provided on an “as is” basis, without warranty of any kind. Without limiting the foregoing, we explicitly disclaim any implied warranties, including but not limited to merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement, and any warranties arising out of the course of dealing or usage of trade. We do not guarantee that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We provide no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
Medical disclaimers
Please be aware that Enosis Therapeutics does not offer medical advice or diagnosis or engage in the practice of medicine. The Services provided are not intended to be and do not constitute, a substitute for professional medical advice, diagnosis or treatment. The Services and all Content made available through the Services, is for informational and entertainment purposes only.
You hereby specifically acknowledge and agree that:
You acknowledge and agree that it is your sole responsibility to consult with your personal physician regarding any medical condition, impairment, or disability, including those that may prevent or limit your ability to use the Services. You further understand and agree that you are solely responsible for abiding by your personal physician’s recommendations regarding any medical restrictions, and to use the Services in accordance with their advice. You assume full responsibility for the use of any information obtained through the Services and agree that Enosis Therapeutics is not responsible or liable for any claims, losses, or damages arising from the use of such information. If you choose to rely on any information provided through the services, you do so at your own risk.
To the maximum extent permitted by law, Enosis Therapeutics excludes all warranties or representations except those that are expressly set out in these Terms.
Indemnity
You agree to indemnify and hold harmless Enosis Therapeutics and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, all reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
Limitation of liability
Neither Enosis Therapeutics nor any other party involved in creating, producing or delivering the Services or Content will be held liable for any incidental, special, exemplary or consequential damages, including damages for lost profits, revenues, savings and business opportunities, loss of data or goodwill, service interruption, computer damage, system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Services or Content. This applies whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, even if Enosis Therapeutics or any other party has been informed of the possibility of such damage, and a limited remedy set forth herein is found to have failed of its essential purpose. It is important to note that some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
The use of the Software may impact heart and breathing rate, cause unintended side effects such as motion sickness or disorientation, or exacerbate pre-existing medical conditions. By using the Software, you expressly waive Enosis Therapeutics’ liability for risks inherent in the use of virtual reality in the Software, and Enosis Therapeutics will not be liable to you for any cause of action or under any theory of liability arising from such risks.
In no event will Enosis Therapeutics’ total liability arising out of or in connection with these Terms or from the use of or inability to use the Services or Content exceed the amounts you have paid to Enosis Therapeutics for use of the Services or Content or AU$10 if you have not had any payment obligations to Enosis Therapeutics, as applicable.
The exclusions and limitations of damages set forth above are fundamental elements of the basis of the agreement between Enosis Therapeutics and you.
Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Enosis Therapeutics’ prior written consent and any attempt to do so without such consent, will be null and void. Enosis Therapeutics has the right freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and benefit of the parties, their successors and permitted assigns.
Dispute resolution
You and Enosis Therapeutics agree that interpretation and enforcement of this section is governed by the International Arbitration Act 1974 (Cth).
This section shall survive termination of these Terms.
Mandatory arbitration of Disputes
Unless you choose to opt out of arbitration as provided in the opt-out procedure stated below, subject to the exceptions provided therein, we each agree and expressly consent that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding.
By agreeing to this, you and Enosis Therapeutics each waive their rights to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
Exceptions and opt-out
As limited exceptions referred to in the above section 15.1:
(i) you may seek to resolve a dispute if it qualifies in small claims court; and
(ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our IPR.
In addition, you will retain the right to opt out of arbitration entirely and litigate any dispute if you provide us with written notice of your desire to do so by email at info@enosistherapeutics.com within 30 days following the date you first agree to these Terms.
Conducting arbitration and arbitration rules
Any Dispute, controversy or claim arising out of, relating to or in connection with these Terms, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration (“ACICA”) Rules. The seat of arbitration shall be Melbourne, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.
Arbitration costs
Payment of all filing, administration and arbitrator fees will be governed by the ACICA Rules. We will pay for all filing, administration and arbitrator fees and expenses if your Dispute amounts to less than AU$10,000, unless the arbitrator deems your Dispute frivolous. If we succeed in arbitration, we will bear all of our attorneys’ fees and costs and will not seek to recover them from you. Conversely, if you succeed in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under the applicable laws.
Class action waiver
You and Enosis Therapeutics agree that any claims brought forth against the other will be on an individual basis, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if the Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is deemed to be unenforceable, then the entirety of this section shall be null and void.
Effect of changes on arbitration
Notwithstanding section 3 of these Terms (Changes to Terms or Services) above, if Enosis Therapeutics modifies any of the terms of this section 15 after the date you initially accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such modification by sending us written notice (including by email to info@enosistherapeutics.com) within 30 days of the date such change became effective, as indicated in the “last updated” date above or in the date of Enosis Therapeutics’ email notifying you of such change. By rejecting any change, you affirm your commitment to arbitrate any Dispute between you and Enosis Therapeutics in accordance with the terms of this section as of the date you initially accepted these Terms (or accepted any subsequent changes to these Terms).
Severability
Subject to contents herein mentioned if any term or provision of these Terms is held invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that terms or provision will be enforced to the maximum extent permissible, and the remaining terms or provisions will remain in full force and effect and such invalidity, illegality, or unenforceability shall not invalidate or render unenforceable the remaining terms or provisions.
Notices
All notices or other communications provided by Enosis Therapeutics under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is received.
Waiver of rights
Enosis Therapeutics’ failure to enforce any right or provision outlined in these Terms will not be considered a waiver of such right or provision. A waiver of any such right or provision will only be valid if it is in writing and signed by a duly authorised representative of Enosis Therapeutics. Unless otherwise expressly stated in these Terms, the exercise of any of its remedies by either party under these Terms will be without prejudice to its other remedies under these Terms or any other rights it may have under the applicable laws.
Feedback
We welcome any feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at info@EnosisTherapeutics.com. Any Feedback that you provide to us will be treated as non-proprietary and non-confidential, and you hereby grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all IPR that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback (“Modified Feedback”) for any and all purposes, with or without attribution, and without the need for permission or payment to you or to any other person or entity. Any Modified Feedback will not be returned to you and Enosis Therapeutics has no obligation to acknowledge receipt of or respond to any Feedback. By submitting Feedback, you represent and warrant that you own or otherwise control the rights to your Feedback, and you agree to indemnify Enosis Therapeutics and its affiliates for any claims or damages arising from or in connection with the rights in any Feedback.
Governing Law
All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of Australia without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of Australia.
Jurisdiction
We each agree that a competent court in Australia shall have the jurisdiction to settle any dispute or claim subject to section 15.
Contact Information
If you have any questions about these Terms or the Services, please contact Enosis Therapeutics via email at info@EnosisTherapeutics.com or at Enosis Therapeutics Pty Ltd at 2 Gwynne St Ground Floor, Cremorne VIC 3121.
