NeuroZen Practitioner Licence & Certification Agreement

Parties:

1. AJ Connell Pty Ltd (ACN 102 714 214) as trustee for The Connell Unit Trust (ABN 53 774 570 836), trading as The Healthy Brain Clinic and NeuroZen, of 128 Manifold Street, Camperdown, Victoria 3260, Australia (“the Company”, “we”, “us”).
2. The person accepting this Agreement at enrolment (“the Practitioner”, “you”).

This Agreement takes effect when you accept it electronically at enrolment (clause 15). You must read and accept this Agreement before beginning the NeuroZen Practitioner Certification course.

1. Definitions

1.1 “Materials” means all content and systems created by or for the Company, including the certification course and all lessons, audio and video; the questionnaires and all question items, scales, scoring methods and network mappings; the protocol library and protocol-matching logic; report formats, templates and generated report language; AI prompts, configurations and outputs frameworks; the Platform software, practitioner dashboard, databases and documentation; and all branding including the NeuroZen and Healthy Brain Clinic names, logos and badge.

1.2 “Platform” means the online systems operated by the Company at vitalforce.net.au and associated domains, including the practitioner dashboard, client management tools, questionnaires, feedback and reporting systems.

1.3 “Confidential Information” means the non-public elements of the Materials, including the questionnaire instruments, scoring and weighting, protocol-matching logic, network interpretation frameworks, AI configuration, business methods and pricing structures, whether accessed through the course, the Platform, the community, or otherwise.

1.4 “Credential” means the Certified NeuroZen Practitioner certification, title and badge.

1.5 “Client” means a person to whom you provide services using the Platform.

2. What this Agreement covers

2.1 This Agreement governs: (a) your access to and completion of the certification course; (b) your use of the Credential; (c) your use of the Platform and practitioner dashboard under any seat subscription; (d) your Certification Renewal; and (e) your participation in the practitioner community and case calls.

2.2 Course fees, client seat fees and the Certification Renewal fee are as published at purchase and may be updated for future periods with notice. Current fees, including GST: the Certification Renewal is $495 per year, or $49 per month if you choose the monthly term. You choose your renewal term when you purchase your certification, and you may change it from your practitioner dashboard while your renewal is current; a change takes effect from your next renewal and is never charged at the time you make it. The first twelve months of renewal are included in your certification, so your first renewal payment falls on the first anniversary of your certification purchase. Client seats are $39 per patient, per month, charged from the day a seat is added — whether or not a Client is occupying it — and ending at the end of the paid month in which you discharge that Client.

3. Licence

3.1 We grant you a personal, non-exclusive, non-transferable, revocable licence to: (a) access the course for your own education; and (b) while you hold an active seat subscription, use the Platform and dashboard to deliver services to your own Clients.

3.2 No ownership passes to you. You receive access, not the asset.

3.3 Your login is personal. You must not share credentials or allow any other person, staff member or entity to access the Platform through your account unless we have granted an additional authorised user in writing.

4. Intellectual property

4.1 The Company owns all intellectual property in the Materials, including copyright, and retains all rights not expressly granted.

4.2 Any feedback, suggestions or improvements you provide relating to the Materials may be used by the Company without restriction, and any resulting improvements are owned by the Company.

4.4 For the avoidance of doubt, the assessment instruments, questionnaires and question items, the scoring logic, weightings and network mappings, the protocols and protocol-matching library, and the report engine and its generated report language, are the intellectual property of Dr Ash Connell and are operated by the Company on his behalf. Nothing in this Agreement transfers ownership of any of them to you. Your licence to use them is personal, non-exclusive and non-transferable, subsists only for the term of this Agreement, and ends when this Agreement ends. You must not reverse engineer, decompile, disassemble or otherwise attempt to derive any of them, whether by inspection, by repeated sampling of Platform outputs, or by any automated means.

4.3 You must not remove, alter or obscure any copyright, confidentiality or branding notices.

5. Restrictions

You must not, and must not permit or assist anyone else to:

• copy, reproduce, publish, distribute, sell, licence or commercially exploit the Materials or any part of them outside the Platform;
• download, extract, scrape, screenshot-compile or bulk-export the questionnaires, question items, scoring, protocols or report language;
• reverse engineer, decompile, disassemble, probe or otherwise attempt to derive the questionnaire scoring, protocol-matching logic, network mappings, algorithms, source code or AI configuration of the Platform;
• use the Materials or Confidential Information to create, train, inform or assist any product, course, questionnaire, software or service that competes with or is substantially similar to the Platform or the certification;
• input the Materials into any artificial intelligence system for the purpose of reproducing, summarising for reuse, or deriving substitutes for them;
• administer the questionnaires outside the Platform, or reconstruct them in any other tool or format;
• use automated tools, scripts or bots on the Platform, or attempt to bypass access controls, rate limits or role restrictions.

5.1 Breach of this clause 5 is a material breach entitling us to immediately suspend or terminate access under clause 11, and to seek injunctive relief and damages.

6. Confidential information

6.1 You must keep the Confidential Information confidential, use it only to deliver services to your Clients through the Platform, and take reasonable steps to prevent unauthorised access or disclosure.

6.2 These obligations survive termination of this Agreement indefinitely.

7. The Credential and use of the title

7.1 You may use the title “Certified NeuroZen Practitioner” and the badge only while: (a) you have completed the certification, including the capstone case study and final assessment; and (b) your Certification Renewal is current.

7.2 You must use the title and badge in accordance with any brand guidelines we publish, must not alter the badge, and must not represent yourself as an employee, partner, agent or franchisee of the Company.

7.3 If your renewal lapses or this Agreement ends, you must immediately stop using the title and badge and remove them from your materials, websites and profiles. Your knowledge remains yours; the Credential does not.

8. Your professional obligations

8.1 You remain solely responsible for all professional and clinical decisions concerning your Clients. The Platform is a wellness and self-regulation support tool: it provides pattern-based information, feedback and suggested protocols. It does not diagnose, treat, cure or prevent any disease or condition, and its outputs are not medical advice.

8.2 You must: (a) practise within your own qualifications, registration and scope of practice; (b) describe the Platform and your services using wellness-based, non-diagnostic language and make no therapeutic or medical claims; (c) comply with all laws and codes applicable to your advertising and practice, including the Australian Consumer Law and, where applicable, the National Law advertising requirements; (d) hold appropriate professional indemnity insurance while using the Platform with Clients; and (e) obtain informed consent from Clients for use of the Platform and the handling of their information.

8.3 When sharing any Client case in the community, on case calls, or in your capstone, you must first obtain the Client’s written consent and fully de-identify the case.

8.4 You are the custodian of your Clients’ clinical records. You remain responsible for creating and keeping your own clinical records to the standard required by your registration, your professional association and applicable law, and for retaining them for the period those obligations specify. The Platform holds Client data as a service to you and is not a substitute for your own record-keeping. You may export your Client records from your dashboard at any time.

9. Fees and payment

9.1 You must pay: the certification fee at enrolment; a seat fee for each Client you carry on the Platform; and the Certification Renewal, on the term you have chosen, from your second year. All amounts are in Australian dollars and include GST unless stated otherwise. Tax invoices are issued for all payments.

9.2 You are responsible for setting and collecting your own fees from your Clients. Your Clients’ subscriptions or fees are your commercial relationship, delivered through the Platform under your seat.

9.3 If a payment fails and is not remedied within 14 days of notice, we may suspend the related access until payment is made.

10. Data and privacy

10.1 Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of personal information handled under this Agreement.

10.2 Client data entered into the Platform is hosted by the Company as a service provider to you. You warrant you have the Client’s consent for this. We will not use identifiable Client data except to operate the Platform, and may use de-identified, aggregated data to improve the Platform and its protocols.

10.3 On termination or lapse, we will provide you a reasonable period of at least 30 days of read-only access to export your Clients’ core records, after which access ends. The Materials themselves are never exportable.

11. Term, suspension and termination

11.1 This Agreement starts on acceptance and continues while you hold the Credential, a seat subscription, or Platform access.

11.2 You may end your seat subscription or renewal at any time via your account, effective at the end of the paid period.

11.3 We may suspend or terminate immediately for material breach, including any breach of clauses 5, 6 or 7, misuse of the Platform, or conduct that puts Clients, the Company or its reputation at serious risk. For other breaches we will give 14 days’ notice to remedy.

11.4 On termination: your access ends; you must stop using the title and badge; clauses 4, 5, 6, 7.3, 10, 12 and 13 survive.

12. Liability and indemnity

12.1 Nothing in this Agreement excludes rights that cannot be excluded under law, including the consumer guarantees under the Australian Consumer Law. Where liability can be limited, our liability is limited, at our option, to resupplying the relevant services or the amount you paid us in the 12 months before the claim.

12.2 To the extent permitted by law, we are not liable for indirect or consequential loss, or for outcomes of your professional decisions with your Clients.

12.3 You indemnify the Company against claims arising from your breach of this Agreement, your professional services and advice to your Clients, or your unlawful advertising or claims, except to the extent caused by our negligence.

13. Protection of the Company’s business

13.1 For 3 years after this Agreement ends, you must not use or disclose Confidential Information for any purpose, including to build, assist or advise any competing or substantially similar platform, questionnaire system or certification.

13.2 You must not, while this Agreement is on foot and for 12 months after, solicit the Company’s staff or contractors to leave the Company.

14. General

14.1 This Agreement is governed by the laws of Victoria, Australia, and the parties submit to the courts of Victoria.

14.2 We may update this Agreement for future periods by giving you at least 30 days’ notice; continued use after the effective date is acceptance. Material changes to fees apply from your next renewal or billing period.

14.3 You may not assign this Agreement. A failure to enforce a right is not a waiver. If a clause is unenforceable it is severed and the rest remains. This Agreement, together with the published fees and any brand guidelines, is the entire agreement.

15. Acceptance

15.1 You accept this Agreement by ticking the acceptance box at checkout and by completing the acceptance step at the start of the course, which records your full name, the date and time, and your account details. Together these form your electronic signature under the Electronic Transactions Act.

15.2 A copy of this Agreement as accepted will be available in your account, and you may request a copy at any time.