Terms of Service Agreement and Disclaimer

Terms of Service Agreement

for services provided by

Live From The Heart LP
(Company No. SL034555)

Date : November 27th, 2023

Operative provisions

1. Definitions and interpretation

Definitions
1.1 The following definitions apply in this agreement unless the context requires otherwise:

Academy means the Academy course content offered to the Members as part of the
Membership Program, and contains all coursework, assets, coaching, education, training
programs, international retreats, and digital content.

Authorised Third Party Disclosee means any Representative of a Disclosee to whom that
Disclosee discloses Confidential Information in accordance with clause 7.

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in
Edinburgh, Scotland, United Kingdom are open for business.

Charges means Membership Fees and/or the purchase or goods and/or services from the
Company including training programs, coaching sessions, and digital content.

Claim means any claim, complaint, demand, proceeding, suit, litigation, action, cause of
action or other legal recourse (whether in contract, tort, under statute or otherwise).

Completed / Completion means all Members who have completed the initial training program,
coaching sessions, or digital content access period, have paid all Membership Fees goods
and/or services purchase fees, and/or payment plans in full, and which form part of the
Membership Program.

Confidential Information means all information relating to a party, any customer, clients,
suppliers, distributors or joint venture partners, of the party and/or any of the business or
financial affairs of any of them, including:

(a) any information that is specifically designated by any of them as confidential;

(b) any information which, by its nature, may reasonably be regarded as confidential;

(i) agreements, arrangements or terms of trade with any existing or prospective
customers, clients, suppliers, distributors or joint venture partners or other
contractual counterparties;

(ii) customers, clients, suppliers, distributors, joint venture partners, employees,
technologies, products, services, proposals, market opportunities, business or
product development plans, pricing, financial position or performance,
capabilities, capacities, operations or processes; or

(iii) Intellectual Property Rights,

of any of them; and

(d) any note, calculation, conclusion, summary or other material derived or produced
partly or wholly from any such information.

Copyright Act means the Copyright, Designs and Patents Act 1988.

Corporations Act means the Companies Act 2006.

Default Rate means a rate of interest of 12.00% per annum.

Disclosee means, in respect of any particular Confidential Information, any party that has
received that Confidential Information (whether directly or indirectly) from another party.

Discloser means, in respect of any particular Confidential Information, any party that has
disclosed or discloses that Confidential Information (whether directly or indirectly) to another
party.

Engagement has the meaning given in clause 3.1, being each individual engagement for the
Company to provide specific Services to the Member.

Event of Default means any of the following on the part of the Member:

(a) committing any material or persistent breach of this agreement;
(b) failing to Complete the Membership Program;
(c) failing to meet the Minimum Requirements;
(d) repudiating or, or, in the reasonable opinion of the Company, evincing an intention to
repudiate, this agreement;
(e) if the Member is a company, undergoing a Change of Control without the prior written
consent of the Company;
(f) misleading the Company in any material way; and/or
(g) an Insolvency Event occurring in respect of the Member.
Governmental Agency means any government or governmental, semi-governmental,
administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or
entity whether foreign, federal, state, territorial or local.
Insolvency Event means, in respect of a party:
(a) where the party is an individual, that party commits an act of bankruptcy or is declared
bankrupt or insolvent or that party’s estate otherwise becomes liable to be dealt with
under any law relating to bankruptcy or insolvency;
(b) where the party is a company, a resolution is passed or court order made for the
winding up of that party or an administrator is appointed to that party pursuant to any
relevant law;
(c) a receiver or manager or receiver and manager is appointed to the assets or
undertaking of the party or any part thereof; or
(d) the party is otherwise unable to pay its debts as and when they fall due.
Input Tax Credit has the meaning given in the VAT Law.
Intellectual Property Rights means patents, rights to inventions, copyright and related rights,
moral rights, trademarks and service marks, trade names and domain names, rights in get-up,
rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in
computer software, database rights, rights in confidential information (including know-how,
trade secrets and marketing secrets) and any other intellectual property rights, in each case

whether registered or unregistered and including all applications (or rights to apply) for, and
renewals or extensions of, such rights and all similar or equivalent rights or forms of
protection which subsist or will subsist now or in the future in any part of the world.
Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty,
diminution in value, deficiency or other liability of any kind or character, whether:
(a) arising in contract, negligence, tort, equity, statute or otherwise; and
(b) it be consequential, indirect, incidental, special, punitive, exemplary or otherwise,
including loss of profits or revenue, loss of goodwill or reputation, business
interruption, loss of data and failure to realise any anticipated savings or benefits of
any kind,
that a party pays, suffers or incurs or is liable for, including all:
(c) liabilities on account of Tax;
(d) interest and other amounts payable to third parties;
(e) legal and other professional fees and expenses (on a full indemnity basis) and other
costs incurred in connection with investigating, defending or settling any Claim,
whether or not resulting in any liability; and
(f) all amounts paid in settlement of any Claim.
Member means any member who has joined the Membership Program offered by the
Company and who shall receive the Services offered by the Company including purchasing a
training program, coaching session, and/or digital content.
Member Services Agreement means this agreement, and as varied by the Company from time
to time.
Membership Fees shall have the meaning given in clause 4.1.
Membership Program means the membership program whereby the Company offers the
Members access to purchased content contained in the Membership Program, including but
not limited to the training programs, coaching sessions, and digital content.
Moral Rights has the same meaning as that term has in the Copyright, Designs and Patents
Act 1988.
Non-Solicitation Period means each period of time specified in Schedule 2.
Personal Information has the meaning given in the Data Protection Act 2018.
Policies and Procedures means the policies and procedures adopted by the Company from
time to time, and which shall form part of Membership Program.
Privacy Act means the Data Protection Act 2018.
Relevant IP means all Intellectual Property Rights that the Company makes, develops, or
conceives (whether alone or in conjunction with someone else) in the course of, or arising out
of, the provision of the Services and/or Company’s engagement with the Member, including
any Intellectual Property Rights so made, developed, or conceived:
(a) in relation to, and contained in the Academy course material, and as updated and
varied from time to time;

(b) in relation to, and contained in the Membership Program, and as updated and varied
from time to time;
(c) in relation to, and contained in the Company Website, and in any other course material
and intellectual property developed by the Company in the provision of the Services,
and as updated and varied from time to time;
(d) in the course of, as a consequence of, or in relation to, the provision of the Services by
the Company and/or the performance (whether proper or improper) of the Company’s
duties and responsibilities to the Member under this agreement or otherwise;
(e) as a direct or indirect result of any person’s access to any Confidential Information or
Intellectual Property Rights of the Member or any of its customers, clients, or
suppliers; or
(f) in respect of any of the products or services of the Member or any of its customers,
clients or suppliers, or any alterations, additions or methods of making, using,
marketing, selling or providing such products or services.
Representatives means, in respect of a person, the employees, officers, consultants, agents and
professional advisers of that person.
Services means the services provided by the Company to the Member under this agreement in
respect of the Membership Program.
Stamp Duty means any stamp, transaction or registration duty or similar charge imposed by
any Governmental Agency and includes any interest, fine, penalty, charge or other amount in
respect of the above, but excludes any VAT.
Start Date means the date of this agreement, being the date that the Member signs up for the
Membership Program and/or purchases any training program, coaching session, and/or digital
content from the Company, or such other date as the parties may agree in writing.
Tax Acts means the Income Tax Act 2007.
Tax or Taxation means:
(a) any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty
by whatever name called, levied, imposed or assessed under the Tax Acts or any other
statute, ordinance or law by any Governmental Agency (including profits tax, property
tax, interest tax, income tax, tax related to capital gains, tax related to the franking of
dividends, bank account debits tax, fringe benefits tax, sales tax, payroll tax,
superannuation guarantee charge, group or Pay as You Go withholding tax and land
tax);
(b) unless the context otherwise requires, Stamp Duty and VAT; and
(c) any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged
or imposed on or in respect of the above.
VAT has the same meaning given to that expression in the VAT Law and defined as Value
Added Tax.
VAT Act means Value Added Tax Act 1994, as in force from time to time.
VAT Law has the same meaning given to that expression in the VAT Act.
Works means all programs and programming and literary, dramatic, musical, and artistic
works within the meaning of the Copyright Act.

Interpretation
1.2 The following rules of interpretation apply in this agreement unless the context requires
otherwise:
(a) headings in this agreement are for convenience only and do not affect its interpretation
or construction;
(b) no rule of construction applies to the disadvantage of a party because this agreement is
prepared by (or on behalf of) that party;
(c) where any word or phrase is defined, any other part of speech or other grammatical
form of that word or phrase has a cognate meaning;
(d) a reference to a document (including this agreement) is a reference to that document
(including any schedules and annexures) as amended, consolidated, supplemented,
novated or replaced;
(e) references to recitals, clauses, subclauses, paragraphs, annexures or schedules are
references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or
to this agreement;
(f) in each schedule to this agreement, a reference to a paragraph is a reference to a
paragraph in that schedule;
(g) a reference to any statute, proclamation, rule, code, regulation or ordinance includes
any amendment, consolidation, modification, re-enactment or reprint of it or any
statute, proclamation, rule, code, regulation or ordinance replacing it;
(h) an expression importing a natural person includes any individual, corporation or other
body corporate, partnership, trust or association and any Governmental Agency and
that person’s personal representatives, successors, permitted assigns, substitutes,
executors and administrators;
(i) a reference to writing includes any communication sent by post, facsimile or email;
(j) a reference to time refers to time in Brisbane, Queensland and time is of the essence;
(k) all monetary amounts are in European currency “EUR”;
(l) a reference to a “liability” includes a present, prospective, future or contingent
liability;
(m) the word “month” means calendar month and the word “year” means twelve (12)
calendar months;
(n) the meaning of general words is not limited by specific examples introduced by
“include”, “includes”, “including”, “for example”, “in particular”, “such as” or
similar expressions;
(o) a reference to a “party” is a reference to a party to this agreement and a reference to a
“third party” is a reference to a person that is not a party to this agreement;
(p) a reference to any thing is a reference to the whole and each part of it;
(q) a reference to a group of persons is a reference to all of them collectively and to each
of them individually;
(r) words in the singular include the plural and vice versa; and

(s) a reference to one gender includes a reference to the other genders.
2. Engagement as Company
2.1 The Member hereby engages the Company to provide the Services to the Member, and the
Company hereby accepts that engagement and agrees to provide the Services to the Member
as purchased by the Member, in accordance with the terms of this agreement.
Commencement and duration
2.2 The Company’s engagement with the Member will:
(a) commence on the Start Date;
(b) continue for a period of two (2) years (“Term”) unless and until it is terminated in
accordance with clause 11; and
(c) The Company reserves the right to extend access to content free of charge after the
Term, however, any extension of access to content is in no way guaranteed and can be
revoked by the Company at any time without prior notice at its sole and absolute.

Nature of relationship
2.3 The Company is an independent contractor of the Member and nothing in this agreement
constitutes a relationship of employer and employee, principal and agent, partnership or joint
venture between the parties.
3. Provision of the Services
3.1 It is agreed and acknowledged that the Member may join up to the Membership Program, and
accordingly, the Company shall provide access to that Membership Program and all related
Services therein.
Standards and duties
3.2 The Company shall, in providing the Services, comply with the standards and duties set out in
Schedule 1.
4. Pricing and invoicing
Pricing – Membership Fees
4.1 It is hereby agreed that the Membership Program is accessed via the purchase of a training
program, coaching session, and/or digital content (in advance).
4.2 The Company reserves the right to change fees at any time and at its sole discretion.
4.3 It is agreed that, subject to the Company’s sole discretion, the Member may:
(a) for certain products and services, the Company may offer a payment plan to a Member
consisting of a fixed amount of payment instalments. Payment plan payments are
made by direct debit at fixed instalments from the purchaser’s bank card; and/or
(b) pay for the full amount of the training program, coaching session, and/or digital
content in full and prior to gaining access as a Member.

5. Payment

Timing of payments
5.1 The Member must pay to the Company all other Charges properly invoiced pursuant to clause
4.
Method of payment
5.2 All amounts to be paid by a party to another party under or in connection with this agreement
must be paid in full through Stripe, Paypal, Podia, or any such payment method as reasonably
nominated by the Company from time to time.
No set-off or deduction
5.3 All amounts payable under or in connection with this agreement must be paid without set-off,
counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such
set-off, counterclaim, withholding, deduction or lien arises under this agreement (unless
otherwise required by law).
5.4 If a party is required by law to make a deduction or withholding in respect of any sum payable
under or in connection with this agreement to another party, it must, at the same time as the
sum that is the subject of the deduction or withholding is payable, make a payment to the other
party of such additional amount as is required to ensure that the net amount received by the
other party will equal the full amount that would have been received by it had no such
deduction or withholding been required to be made.
Default interest
5.5 If a party fails to pay any sum payable by it under this agreement to another party at the time
and otherwise in the manner provided in this agreement, it must pay interest on that sum from
the due date of payment until that sum is paid in full at the Default Rate, calculated daily on
the basis of a 365-day year and compounded monthly. Interest will accrue from day to day
and will be payable on demand. The payment of interest by a party to another party in respect
of any late payment under this clause 5.5 is in addition to any other remedies that the other
party may have in respect of such late payment.
5.6 If a liability of a party to another party under this agreement becomes merged in a judgement
or order and the interest rate that applies under that judgement or order is lower than the
Default Rate, that party must, as an independent obligation, pay to the other party, at the same
time and in the same manner as the sum that is the subject of that judgement or order is to be
paid, such additional interest on that sum as is required to ensure that the total amount of
interest that the other party receives in respect of that liability is equal to the Default Rate.
6. Confidentiality
6.1 Subject to clauses 7.3 and 7.4, a Disclosee must:
(a) keep all Confidential Information confidential;
(b) not use or exploit any Confidential Information in any way except in the proper
performance of the Services in accordance with this agreement;
(c) not disclose or make available any Confidential Information in whole or in part to any
third party;
(d) not copy, reduce to writing or otherwise record any Confidential Information except in
the proper performance of the Services in accordance with this agreement (and any

such copies, reductions to writing and records will be the property of the Discloser);
and
(e) ensure that any and all Authorised Third Party Disclosees:
(i) comply with the obligations in this agreement as if each of them was a party to
this agreement in the place of the Disclosee; and
(ii) do not do, or omit to do, anything which, if done or omitted to be done by the
Disclosee, would constitute a breach of this agreement by the Disclosee.
6.2 The Disclosee shall be responsible for, and liable to the Discloser in respect of, the actions or
omissions of any and all of its Authorised Third Party Disclosees in relation to the
Confidential Information as if they were the actions or omissions of the Disclosee.
Exceptions
6.3 The Disclosee may disclose Confidential Information to those of its Representatives who have
an actual need to know the Confidential Information but only in the proper provision of the
Services and performance of its duties under this agreement and provided that it informs such
Representatives of the confidential nature of the Confidential Information before such
disclosure.
6.4 Subject to clause 7.5, the obligations in clause 7.1 will not apply to any Confidential
Information which (as shown by appropriate documentation and other evidence in the relevant
Disclosee’s possession):
(a) was already known to the Disclosee on a non-confidential basis prior to the time of its
first disclosure by the Discloser to the Disclosee, unless it came to be so known as a
direct or indirect result of having been:
(i) unlawfully obtained by the Disclosee, whether from a third party or otherwise;
or
(ii) received by the Disclosee from a third party that owed a confidentiality
obligation to the Discloser in respect of that information at the time of such
receipt, in circumstances in which the Disclosee knew, or ought reasonably to
have known after due enquiry, that the third party owed that confidentiality
obligation to the Discloser;

(b) is or becomes generally available to the public, unless it became so generally available
as a direct or indirect result of having been disclosed by any person:
(i) in circumstances that constitute a breach of this agreement by the Disclosee
(for the avoidance of doubt, including any breach by the Disclosee of its
obligations under clause 7.1(e) to ensure that its Authorised Third Party
Disclosees comply with the obligations in this agreement as if they were
parties to this agreement in the place of the Disclosee); or
(ii) that owed a confidentiality obligation to the Discloser in respect of that
information at the time of such disclosure, in circumstances in which the
Disclosee knew, or ought reasonably to have known after due enquiry, that the
person owed that confidentiality obligation to the Discloser;

(c) is, after the time of its first disclosure by the Discloser to the Disclosee, lawfully
received by the Disclosee from a third party and the Disclosee reasonably believed,
after due enquiry, that the information was not so received as a direct or indirect result
of a breach by any person of a confidentiality obligation owed to the Discloser;

(d) is required by law or court order to be disclosed, provided that the Disclosee must:
(i) promptly notify the Discloser in writing in advance of any such disclosure, if
reasonably practicable; and
(ii) reasonably assist the Discloser in obtaining confidential treatment for, or
avoiding or minimising such disclosure of, the relevant Confidential
Information to the extent reasonably requested by the Discloser;
(e) is independently developed by the Disclosee without any direct or indirect use of,
reference to, or reliance on any Confidential Information; or
(f) is authorised for release or use by the written pre-approval of the Discloser but only to
the extent of such written pre-approval.

6.5 The exceptions in clause 7.4 shall not apply to any specific Confidential Information merely
because it is included in more generally non-confidential information, nor to any specific
combination of Confidential Information merely because individual elements, but not the
combination, are included in non-confidential information.
7. Non-disparagement and Reputation
7.1 Subject to clause 8.2, on and from the date of this agreement, the Member must not:
(a) make, express, transmit, speak, write, verbalise, or otherwise communicate in any way
(directly or indirectly, in any capacity or manner) any remark, comment, message,
information, declaration, communication or other statement of any kind (whether
verbal, in writing, electronically transferred or otherwise) that might reasonably be
construed to be critical of, or derogatory or negative towards, the Company or any
Representative of the Company, or in respect to the Membership Program or the
Academy; or
(b) cause, further, assist, solicit, encourage or knowingly permit any other person to do so,
or support or participate in any other person doing so,
and must take all reasonable steps to prevent its Representatives from doing so.
7.2 Clause 8.1 shall not prohibit any party from making any statement or disclosure as required by
law or court order, provided that such party must:
(a) promptly notify the other party in writing in advance of any such statement or
disclosure, if reasonably practicable; and
(b) reasonably assist the other party in obtaining confidential treatment for, or avoiding or
minimising the dissemination of, such statement or disclosure to the extent reasonably
requested by any party.

7.3 The Member hereby agrees and acknowledges that at all times it must:
(a) Comply with this agreement; and
(b) Keep the Company, its Representatives, the other Members, and the Membership
Program in good repute, and work faithfully to ensure the ongoing and continuous
good reputation and goodwill of the Membership Program.

8. Intellectual Property
8.1 The parties agree that all Relevant IP will be owned by, and vest in, the Company.

Purchased Services
8.2 The Member acknowledges and agrees that purchasing a training program, coaching sessions,
and/or digital content forms part of this agreement, and hereby acknowledges and agrees that
the purchase of such goods and/or services:
(a) Provides the Member with a non-exclusive, non-transferable, non-sublicensable,
access to use the Platform worldwide; and
(b) to use the Relevant IP purchased by it.
Permitted use
8.3 The Member may not use or reproduce any Relevant IP or any other Intellectual Property
Rights of the Company or any of the Company’s customers, clients, or suppliers without the
Company’s prior written approval, except as permitted in this Agreement.
9. Liability and remedies
Indemnity
9.1 The Member shall have personal liability for, and hereby irrevocably indemnifies and
covenants to hold the Company harmless from and against, any and all Losses that may be
suffered by the Company and which arise, directly or indirectly, in connection with any breach
of this agreement by the Member and/or any negligent or other tortious conduct in the receipt
of the Services, or the Member’s use of, and in connection with, the Membership Program.
Indemnities continuing
9.2 Each indemnity contained in this agreement is an additional, separate, independent and
continuing obligation that survives the termination of this agreement despite any settlement of
account or other occurrence and remains in full force and effect until all money owing,
contingently or otherwise, under the relevant indemnity has been paid in full and no one
indemnity limits the generality of any other indemnity.
Limitation of liability
9.3 To the maximum extent permitted by law, the Company and its Representatives expressly:
(a) (Disclaimer of warranties) disclaim all conditions, representations and warranties
(whether express or implied, statutory or otherwise) in relation to the Services,
including any implied warranty of merchantability, fitness for a particular purpose or
non-infringement. Without limitation to the foregoing, the Company and its
Representatives make no representation, and provide no warranty or guarantee, that:
(i) the Member will achieve any particular results from the provision of the
Services;
(ii) any particular individuals will perform the Services on behalf of the
Company; or
(iii) the Services will be:
(A) error-free or that errors or defects will be corrected; or
(B) meet the Member's requirements or expectations; and

(b) (Limitation of liability) limit their aggregate liability in respect of any and all Claims
for any Losses that the Member and/or any of its Representatives may bring against

the Company under this agreement or otherwise in respect of the Services to the
following remedies (the choice of which is to be at the Company's sole discretion):
(i) re-supply of the Services;
(ii) payment of the costs of supply of the Services by a third party; or
(iii) the refund of any amounts paid by the Member to the Company under this
agreement in respect to the Services,
even if the Company has been advised of the possibility of such Losses,
and the Member acknowledges and agrees that the Company holds the benefit of this clause
10.3 for itself and as agent and trustee for and on behalf of each of its Representatives.
Force majeure
9.4 To the maximum extent permitted by law, the Company and its Representatives expressly
exclude liability for any damage and/or delay in the performance of any obligation of the
Company under this agreement where such damage or delay is caused by circumstances
beyond the reasonable control of the Company and the Company shall be entitled to a
reasonable extension of time for the performance of such obligations, and the Member
acknowledges and agrees that the Company holds the benefit of this clause 10.4 for itself and
as agent and trustee for and on behalf of each of its Representatives.
Remedies for breach
9.5 Each party acknowledges and agrees that, in the event of any breach by the other party of the
provisions of clause 7 (Confidentiality) or clause 8 (Non-disparagement), damages may not be
an adequate remedy and the first-mentioned party may, in addition to any other remedies,
obtain an injunction restraining any further violation by the other party and other equitable
relief, without the necessity of showing actual damage and without any security being
required, together with recovery of costs. Any Claims asserted by such other party against the
first-mentioned party shall not constitute a defence in any such injunction action, application
or motion.
10. Termination
Termination for breach
10.1 The Company may terminate this agreement immediately by notice to the Member if an Event
of Default occurs in respect of the Member.
10.2 If the Company commits any material or persistent breach of this agreement, the Member may
(but is not obliged to) provide the Company with a notice of breach in writing. If the
Company fails to remedy the breach within twenty (20) Business Days after the date of its
receipt of such notice, the Member may terminate this agreement with immediate effect upon
providing the Company with a further notice of termination in writing.
Effect of termination
10.3 In the event of any termination of this agreement in any circumstances and for any reason
whatsoever:
(a) the Member will remain liable to pay all Charges accrued up to and including the date
of termination, whether or not invoiced prior to the date of termination; and

(b) the Company will send to the Member a final invoice for the balance of any unbilled
Charges accrued up to and including the date of termination and clause 5 will apply in
respect thereof.
Ipso facto legislation
10.4 If any provision of this agreement is otherwise unenforceable by virtue of the operation of the
Corporate Insolvency and Governance Act 2020, upon the occurrence of an Insolvency Event
in respect of a particular party, notwithstanding any other provision of this agreement, to the
maximum extent permitted by law:
(a) time is of the essence in respect of all obligations of that party under this agreement
(whether falling due for performance before, upon or after the occurrence of that
Insolvency Event); and
(b) any breach of this agreement by that party (whether occurring before, upon or after the
occurrence of that Insolvency Event), however minor, will (alone or, severally, in
combination with the occurrence of that Insolvency Event) be deemed to be a material
breach of this agreement,
and, if any such material breach has occurred or occurs, the parties acknowledge and agree
that such provision will instead be enforceable by virtue of the occurrence of that material
breach.
Accrued rights
10.5 Termination of this agreement will not affect any rights or liabilities that the parties have
accrued under it prior to such termination.
Survival
10.6 The obligations of the parties under clause 7 (Confidentiality), clause 8 (Non-disparagement),
clause 9 (Intellectual Property), clause 10 (Liability and remedies) and this clause 11 will
survive the termination of this agreement.
11. General
Further assurances
11.1 Each party must (at its own expense, unless otherwise provided in this agreement) promptly
execute and deliver all such documents, and do all such things, as any other party may from
time to time reasonably require for the purpose of giving full effect to the provisions of this
agreement.
Third parties
11.2 This agreement is made for the benefit of the parties to it and their successors and permitted
assigns and is not intended to benefit, or be enforceable by, anyone else.
Costs
11.3 All costs and expenses in connection with the negotiation, preparation and execution of this
agreement, and any other agreements or documents entered into or signed pursuant to this
agreement, will be borne by the party that incurred the costs.
Entire agreement

11.4 This agreement contains the entire understanding between the parties in relation to its subject
matter and supersedes any previous arrangement, understanding or agreement relating to its
subject matter. There are no express or implied conditions, warranties, promises,
representations or obligations, written or oral, in relation to this agreement other than those
expressly stated in it or necessarily implied by statute.
Severability
11.5 If a provision of this agreement is invalid or unenforceable in a jurisdiction:
(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or
unenforceability; and
(b) that fact does not affect the validity or enforceability of that provision in another
jurisdiction, or the remaining provisions.

No waiver
11.6 No failure, delay, relaxation or indulgence by a party in exercising any power or right
conferred upon it under this agreement will operate as a waiver of that power or right. No
single or partial exercise of any power or right precludes any other or future exercise of it, or
the exercise of any other power or right under this agreement.
Governing law and jurisdiction
11.7 This agreement and any disputes or claims arising out of or in connection with its subject
matter or formation (including non-contractual disputes or claims) are governed by, and shall
be construed in accordance with, the laws of the United Kingdom.
11.8 The parties irrevocably agree that the courts of the United Kingdom have exclusive
jurisdiction to settle any dispute or claim that arises out of, or in connection with, this
agreement or its subject matter or formation (including non-contractual disputes or claims).

* * * *

Schedule 1 | Standard and duties

The Company must, in providing the Services:
1. (Honesty and diligence) be honest and diligent and provide the Services to it to the
best of its knowledge and abilities;
2. (Standards) at all times maintain reasonable ethical, professional, and technical
standards;
3. (Discrimination and harassment) not unlawfully discriminate against, sexually
harass or otherwise physically or verbally abuse any person; and
4. (Privacy) in relation to any Personal Information of any customer, client, supplier or
Representative of the Member, any user or prospective user or any other person,
comply with:
(a) the Privacy Act and any guidelines, information sheets and other relevant material
issued from time to time by the Privacy Commissioner; and
(b) any approved privacy policy and procedures adopted from time to time by the
Member.

DISCLAIMER – INFORMATION ONLY

IMPORTANT NOTICE

The information provided by Live From The Heart LP (the “Company”) is NOT financial advice and is provided for information purposes only and should not be considered to contain any investment or financial advice.

The Company shall not be held liable for the accuracy of or any omissions contained on this website or for any other written or oral communication transmitted to the recipients in the course of their dealings with the Company, including the use of the Company website and/or any program, course, or document provided by the Company (“Documents”).

The Company (including its related bodies corporate, officers, employees and contractors) neither makes nor gives any representation, warranty, or guarantee in relation to the information contained in the Documents, including its accuracy, reliability, currency, or completeness. The information contained in the Documents are provided expressly on the basis that the recipient will carry out its own independent inquiries regarding the information
contained therein.

The information provided in the Documents is intended only for the person or entity to which it is provided and/or addressed and may contain confidential and/or privileged material. The Company accepts no liability in respect to any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other
than the intended recipient and those within the recipient’s direct organisation.

To the maximum extent permitted by law, the Company makes no representation, warranty or undertakings about the accuracy and completeness of the information contained in the Documents. The Company makes no guarantees regarding any benefit or potential benefit
received from any information provided in the Documents, nor the legal, tax, or accounting effects of any transaction in respect to the Company.

The Company will not be liable for any inaccuracies or omissions or any direct, indirect, or consequential damages or loss caused by the use of any of the information contained in the Documents. While due care has been used in preparation of all information contained in the Documents, actual results may vary materially. Forecasts and hypothetical examples are subject to uncertainty and contingencies outside the Company’s control and for which the Company accepts no liability.

The recipients should consult their own independent professional financial, legal, and tax advisers about risks associated with any in information contained in the Documents in light of their particular individual circumstances.

Leora Rose Law
[email protected]