Last updated: February 17, 2023 

This Terms of Service Agreement sets forth the legally binding terms and conditions between you and Konciencia Atomica Ltd. (“Konciencia”, “we,” “us,” or “our”) governing your access to and use of our website (the “Site”), our digital platform, our classes, programmes, personalised sessions and tools related to mental, physical and social wellbeing, and our associated websites, networks, mobile applications (the “Apps”), and services (collectively, the “Services”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features (“Supplemental Terms”). All such Supplemental Terms are incorporated by reference into this Terms of Service Agreement (all such Supplemental Terms together with this Terms of Service Agreement, the “Terms”). If this Terms and Conditions of Service Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such features only.  

BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, INCLUDING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THESE TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY: (i) AGREE THAT THE TERMS “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND, AS APPLICABLE, SUCH INDIVIDUAL; AND (ii) REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THESE TERMS HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY.  

THE SERVICES OFFER USERS PERSONAL MENTAL, PHYSICAL AND SOCIAL HEALTH GUIDING SERVICES AIMED AT IMPROVING YOUR OVERALL HEALTH. YOU UNDERSTAND AND AGREE THAT THE ANY INFORMATION YOU LEARN FROM THE SERVICES IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, DESIGNED, OR IMPLIED TO: (I) DIAGNOSE, PREVENT, OR TREAT ANY CONDITION OR DISEASE; (II) TO ASCERTAIN THE STATE OF YOUR HEALTH, TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL CARE; (III) TO BE A SUBSTITUTE FOR THE ADVICE OF A CERTIFIED NUTRITIONIST, OR MEDICAL PROFESSIONAL. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 16 YEARS OLD. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.  

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT KONCIENCIA’S THEN-CURRENT FEE FOR SUCH SERVICES, UNLESS YOU OPT OUT OF THE AUTO-RENEWAL/DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH THE DESCRIPTION BELOW.  

UNLESS YOU OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND KONCIENCIA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.  

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY KONCIENCIA IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Konciencia will make a new copy of the Terms available at the Site and within the Apps and any new terms will be made available from within, or through, the affected Service on the Site or within the App. We will also update the “Last Updated” date at the top of the Terms. Any changes to the Terms will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to users. Konciencia may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.  

Content and Content Rights 

For purposes of these Terms, “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. 

Content Ownership 

Konciencia and its licensors exclusively own all rights, title and interest in and to the Services and Content, including all associated intellectual property rights. User acknowledges that the Services and Content are protected by copyright, trademark, and other laws of New Zealand and the United States. User agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. 

Rights Granted by User 

By using the Services User (i) acknowledges and agrees that the performance of Services, including video and audio of User, may be recorded by Konciencia and such recordings will constitute Content (such recordings of User and any intellectual property rights User may have in such recordings are referred to in these Terms as “User Content”), (ii) consent to such recording, and (iii) grant to Konciencia a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sublicensable and transferable license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and otherwise exploit any User Content in connection with operating and providing the Services. 

Rights Granted by Konciencia 

Subject to User’s compliance with these Terms, Konciencia grants User a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy and display the Content solely in connection with User’s permitted use of the Services and solely for User’s personal and non-commercial purposes. 

1. Privacy Policy 

Our Privacy Policy, available at konciencia.me/privacy-policy, explains our practices regarding the collection, use and disclosure of information that we process in the course of our business, including information we receive through our Services and other online or offline offerings. The Privacy Policy is incorporated by reference into these Terms, so we encourage you to read and understand it. 

2. Registration and Your Information 

If you want to use certain features of the Services, you’ll have to create an account (“Account”). You can do this via the App or the Site or through your account with certain third-party social networking services such as Google or Facebook (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access. 

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.  

In the event that you connect to the Services using an SNS Account, you represent that you are entitled to disclose your SNS Account login information to Konciencia and/or grant us access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating Konciencia to pay any fees or making Konciencia subject to any usage limitations imposed by such third-party service providers. By granting Konciencia access to any SNS Accounts, you understand that Konciencia may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Services via your Account. Unless otherwise specified, all SNS Content shall be considered to be Your Content (as defined below) for all purposes of the Terms. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account. Please note that if an SNS Account or associated service becomes unavailable, or Konciencia’s access to such SNS Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your SNS Accounts at any time by accessing the “Settings” section of the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND KONCIENCIA DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS. Konciencia makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Konciencia is not responsible for any SNS Content.  

3. Programmes and Guidance 

Via the Services, users can select from a variety of options to participate in one-on-one or group guiding sessions (the “Guiding Services”). These Guiding Services provide instruction and information in fields that include, but are not limited to, team, mental, physical and social wellbeing.  

When you access the Guiding Services, you understand and agree that you are responsible for entering the session at the set start time and that you will forfeit (and not be eligible for a refund) of any payment or purchases for a scheduled session that you do not attend or enter late. You further agree that you will behave in a professional and courteous manner, that you will not harass, berate or intimidate individuals providing the Guiding Services, and that you will otherwise behave in accordance with these Terms while participating in Guiding Services. You acknowledge and agree that if you do not behave in accordance with the foregoing, your ability to access or use Guiding Services may be terminated.  

You acknowledge and agree that Konciencia and its representatives, including any providers of Guiding Services, are not medical professionals, nutritionists, psychologists, psychiatrists, or psychotherapists (unless expressly stated otherwise on the Services). You understand and agree that the Guiding Services is provided for informational purposes only and is not intended, designed, or implied to: (i) diagnose, prevent, or treat any condition or disease; (ii) to ascertain the state of your health, to be a substitute for professional medical care; (iii) to be a substitute for the advice of a financial advisor, certified nutritionist, or medical professional. No information provided as part of the Guiding Services is intended to substitute for professional medical advice, diagnosis or treatment. You understand and agree that you are solely responsible for your participation in any Guiding Services, including any decisions you make based on information obtained therefrom. If you need medical attention, always seek the advice of your physician or another qualified healthcare provider. Never disregard professional medical advice or delay medical treatment because of information received through the Services. Not all activities described on the Services or Products and not all Guiding Services are suitable for everyone. You should consult with your physician before beginning participating in any Guiding Services that require any physical movement or exertion to ensure you are medically fit to participate. If you engage in this exercise or exercise program, you agree that you do so at your own risk and agree to release and discharge Konciencia and those providing Guiding Services from any and all claims or causes of action, known or unknown, arising out of any injury sustained while participating in Guiding Services.  

4. Purchases and Fees 

Konciencia may offer for purchase access to certain features of the Services on a time limited basis (a “Subscription” and/or certain items, features, or services, including Guiding Services on a one-off basis (“Products”). A description of features associated with Subscriptions is available via the Services. When you purchase a Subscription or a Product (each, a “Transaction”), we may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card and your address(es) for billing and delivery (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by you for a Transaction through the Services will be presented to you before you place your order. If you choose to initiate a Transaction via the Services, you authorize us to provide your Payment Information to third party service providers so we can complete your Transaction and agree (a) to pay the applicable fees and any taxes; (b) that Konciencia may charge your credit card or third party payment processing account, including, but not limited to, your account with the app store or distribution platform (like the Apple App Store, Google Play, our web site or the Amazon Appstore) where the App is made available (each, an “App Provider”), for verification, pre-authorization and payment purposes; and (c) to bear any additional charges that your App Provider, bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order. 

You’ll receive a confirmation email after we confirm the payment for your order. Your order is not binding on Konciencia until accepted and confirmed by Konciencia as evidenced by such confirmation email. All payments made are non-refundable and Subscriptions and Products are non-transferable except as expressly provided in these Terms.  

Konciencia reserves the right to not process or to cancel your order in its sole discretion, including, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Konciencia deems appropriate in its sole discretion. Konciencia also reserves the right, in its sole discretion, to take steps to verify your identity in order to verify your relationship in connection with your order. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). Konciencia will either not charge you or refund the charges for orders that we do not process or cancel.  

5. Payments; Subscription Autorenewal and Cancellation  

All amounts are payable and charged: (i) For Purchases, at the time you place your order; and (ii) For Subscriptions, at the beginning of the Initial Subscription and, because each such Subscription renews automatically for an additional period equal in length to the expiring Subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you provided.  

You must cancel your Subscription before it renews to avoid billing of the fees for the next Subscription period. If you purchase your Subscription via the Site, you can cancel the renewal of your Subscription or delete your Account at any time by contacting us by email at info@konciencia.me, or, if you purchase your Subscription via an App Provider (such as Apple App Store or Google Play), then through your account with the App Provider. You will not receive a refund for the fees you already paid for your current Subscription period and your Subscription will terminate at the end of the then current Subscription period.  

6. Changes to Price Terms for Subscriptions  

Konciencia reserves the right to change its pricing terms for Subscriptions at any time and Konciencia may not notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to Konciencia’s pricing terms then you may choose not to renew your Subscription in accordance with the preceding section.  

We make no warranty that the Services or Products will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. 

7. Employer Subscriptions  

This Section applies to the extent that you are provided a Subscription through your employer or the employer of a third party (such Subscription, an “Employer Subscription”, the employer providing such Subscription, the “Employer”, and, to the extent you are receiving an Employer Subscription through a third party, such third party, the “Third Party Employee”). If you are provided an Employer Subscription, you will receive registration and eligibility information regarding activation of the Employer Subscription from the Employer. You may no longer be eligible to access the Services through the applicable Employer Subscription in the event that your employment with the Employer or, as applicable, the Third Party Employee’s employment with the Employer, terminates and Konciencia will have no obligation to continue to provide the Services. In addition, anyone else authorized to access and use the Services through an Employer Subscription provided to them as a result of your employment with an Employer may no longer be eligible to access the Services through the applicable Employer Subscription and all such access to the subscribed portion of the Services may terminate immediately upon the termination of your employment unless you purchase a Subscription for such portions of the Service in your individual capacity. In the event of termination of your Employer Subscription, your Account may be transferred to a personal Account and you, your family and friends may purchase individual Subscriptions independently of your employer. No refunds of fees will be given for Subscriptions cancelled prior to the end of the term. Any additional Subscriptions for your personal use for family and friends that are accessed through your employee Subscription will also terminate with the termination of your employment.  

Your employer may offer rewards for challenges initiated through the Services. Konciencia does not offer any rewards for participation in the Services and bears no responsibility for awards offered by employers. All such rewards are offered and fulfilled at the employer’s discretion. Konciencia will not be liable for any failure by an employer to provide rewards or any liability arising from such awards.  

8. Future Functionality  

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Konciencia regarding future functionality or features.  

9. Feedback 

We welcome feedback, comments and suggestions for improvements to the Services or Products (“Feedback”). You can submit Feedback by emailing us at info@konciencia.me. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.  

10. Content and Content Rights  

For purposes of these Terms, “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. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (i) upload, post, or otherwise make available (“Make Available”) any materials that you provide through the Services (“Your Content”); (ii) grant the rights, licenses, and permissions granted hereunder with respect to any data, content, information, or feedback, including Your Content; and (iii) access, and permit Konciencia to access on your behalf, any third party platform that is integrated with the Services.  

You acknowledge that all Content, including Content provided through the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Konciencia, are entirely responsible for Your Content, and that you and other users of the Services, and not Konciencia, are similarly responsible for all Content that you and they Make Available through the Services.  

Konciencia reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Konciencia; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.  

11. Content Ownership  

Konciencia and its licensors exclusively own all rights, title and interest in and to the Services and Content, other than Your Content, including all associated intellectual property rights therein or thereto. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of New Zealand and the United States. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content, other than Your Content.  

12. Rights Granted by You 

In the event that you participate in any Guiding Session or other event held by Konciencia either on the Services or on a third party service for which we notify that such Guiding Session or event is being recorded, you (i) acknowledge and agree that the Guiding Services or event, including video and audio of you, may be recorded by Konciencia and such recordings will constitute Content, (ii) consent to such recording, and (iii) grant to Konciencia a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and otherwise exploit any such recordings in connection with operating and providing the Services. You understand and agree that the standards set forth in Section 15 (Prohibitions) will also apply to your behaviour on any third party service.  

13. Rights Granted by Konciencia 

Subject to your compliance with these Terms, Konciencia grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal use and to download, view, copy and display the Content within the Apps solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.  

14. Rights and Terms for Apps  

Rights in App Granted by Konciencia. Subject to your compliance with these Terms, Konciencia grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal and non-commercial purposes. Konciencia reserves all rights in and to the App not expressly granted to you under these Terms. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means.  

Additional Terms for App Store Apps. If you accessed or downloaded the App from the Apple App Store, then you agree to use the App only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.  

If you accessed or downloaded the App from an App Provider, then you acknowledge and agree that:  

• These Terms are entered into between you and Konciencia, and not with the App Provider, and that, as between Konciencia and the App Provider, Konciencia is solely responsible for the App.  
• App Provider has no obligation to furnish any maintenance and support services with respect to the App.  
• In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider may refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. As between Konciencia and App Provider, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of Konciencia.  

• App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App 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 App or your possession and use of the App infringes that third party’s intellectual property rights, Konciencia 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.  
• App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof.  
• You must also comply with all applicable third-party terms of service when using the App.  

15. Prohibitions  

You agree not to do any of the following:  

• Post, upload, publish, submit, transmit or otherwise make available any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;  
• Use, display, mirror or frame the Services, or any individual element within the Services, Konciencia’s name, any Konciencia trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Konciencia’s express written consent;  
• Access, tamper with, or use non-public areas of the Services, Konciencia’s computer systems, or the technical delivery systems of Konciencia’s providers;  

• Attempt to probe, scan, or test the vulnerability of any Konciencia system or network or breach any security or authentication measures;  
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Konciencia or any of Konciencia’s providers or any other third party (including another user) to protect the Services;  
• Attempt to access or search the Services or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Konciencia or other generally available third party web browsers; 
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; 
• Use any meta tags or other hidden text or metadata utilizing a Konciencia trademark, logo URL or product name without Konciencia’s express written consent; 

• Use the Services for any commercial purpose or the benefit of any third party or in any manner not expressly permitted by these Terms; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information; 
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; 
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; 
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; 
• Impersonate or misrepresent your affiliation with any person or entity; 

• Violate any applicable law or regulation; or encourage or enable any other individual to do any of the foregoing. 

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content or behaviour to be objectionable or in violation of these Terms. We have 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.  

16. Links to Third Party Websites or Resources; Use of Third Party Services 

The Services and Apps may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources. Additionally, certain Guiding Services or events put on by Konciencia may be provided on a third party service. We are not responsible for the performance of any such third party services. You may be required to create an account on such services or agree to terms with the provider of such services. Any use of such third party services is subject to any agreement or terms between you and the provider thereof. You agree that, at all times while using such third party services in connection with Guiding Services or an event put on by us, to adhere to and act in accordance with the terms and conditions of these Terms. 

17. Interactions with Other Users 

You are solely responsible for your communications and interactions with other users of the Services and any other parties with whom you interact; provided, however, that Konciencia reserves the right, but has no obligation, to intercede in such disputes. You agree that Konciencia will not be responsible for any liability incurred as the result of such interactions.  

The Services may contain Content provided by other users. Konciencia is not responsible for and does not control such Content. Konciencia has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, such Content. Any Content accessed through (or downloaded from) Konciencia is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Services, or any other loss that results from accessing such Content.  

18. Termination 

• Termination by Us  

We may terminate your access to and use of the Services, your Account or these Terms, at our sole discretion, at any time and without notice to you.  

• Termination by You  

You may terminate these Terms by terminating your Account and any active Subscriptions as described in these Terms. You may cancel your Account at any time by sending an email to us at info@konciencia.me. Please note that terminating your Account will also terminate any Subscription(s) associated with your account. If you cancel your Account, these Terms will nevertheless continue in full effect until the end of the then-current Subscription term. If you purchased a Subscription through an App Provider, you must cancel your Subscription via the App Provider to prevent renewal of your Subscription in the event of a termination of your Account by you or Konciencia.  

• Effect of Termination  

Upon any termination, discontinuation or cancellation of Services, your Subscription or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.  

19. No Warranty; Disclaimers 

THE SERVICES, PRODUCTS AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  

WE MAKE NO WARRANTY THAT THE SERVICES, PRODUCTS OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY SERVICES, PRODUCTS OR CONTENT.  

YOU ACKNOWLEDGE AND AGREE THAT KONCIENCIA AND ITS REPRESENTATIVES, INCLUDING ANY PROVIDERS OF GUIDING SERVICES, ARE NOT NUTRITIONISTS, MEDICAL PROFESSIONALS, PSYCHOLOGISTS, PSYCHIATRISTS OR PSYCHOTHERAPISTS, AND AS FURTHER DESCRIBED IN SECTION 3, KONCIENCIA HEREBY DISCLAIMS ALL LIABILITY FOR ANY INJURY SUSTAINED OR ANY CHOICES OR DECISIONS YOU MAKE RESULTING FROM YOUR PARTICIPATION IN THE GUIDING SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KONCIENCIA OR THROUGH THE SERVICES, INCLUDING THE GUIDING SERVICES IS INTENDED TO SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT OR WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN AND KONCIENCIA BEARS NO RESPONSIBILITY OR LIABILITY FOR UNDESIRABLE OUTCOMES. ANY ACTIONS YOU TAKE BASED ON YOUR INTERPRETATION OF THE INFORMATION PROVIDED ON THE SERVICES OR IN ANY GUIDING SERVICES ARE YOURS ALONE. KONCIENCIA MAKES NO PROMISES OR GUARANTEES THAT ANY COURSE OF ACTION TAKEN BASED ON INFORMATION RECEIVED THROUGH THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR DESIRED OUTCOME. KONCIENCIA HEREBY DISCLAIMS ALL LIABILITY FOR, AND YOU WILL NOT HOLD KONCIENCIA, ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER LIABLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MADE BASED ON INFORMATION RECEIVED THROUGH THE SERVICES.  

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  

20. Indemnity 

You will indemnify and hold harmless Konciencia and its officers, directors, employees, advisors and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, 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 or (ii) your violation of these Terms.  

21. Limitation of Liability 

NEITHER KONCIENCIA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, PRODUCTS OR CONTENT, INCLUDING THE GUIDING SERVICES, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OR PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, PRODUCTS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KONCIENCIA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 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.  

IN NO EVENT WILL KONCIENCIA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE GREATER OF THE AMOUNTS YOU HAVE PAID TO KONCIENCIA HEREUNDER AND FIFTY NEW ZEALAND DOLLARS (NZ$50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO KONCIENCIA, AS APPLICABLE. THE EXCLUSION AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KONCIENCIA AND YOU.  

22. Governing Law 

These Terms and any action related thereto will be governed by the laws of New Zealand without regard to its conflict of laws’ provisions.  

23. Dispute Resolution  

• Agreement to Arbitrate  

You and Konciencia agree 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, Products or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Konciencia with written notice of your desire to do so by email at info@konciencia.me within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Konciencia with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Konciencia with an Arbitration Opt-out Notice, will be the High and Supreme courts located in Konciencia’s principal place of business and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Konciencia with an Arbitration Opt-out Notice, you acknowledge and agree that you and Konciencia are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Konciencia otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.  

• Arbitrator’s Decision  

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favour of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Konciencia will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.  

• Changes  

Notwithstanding the provisions of the sections above, if Konciencia changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@konciencia.me) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Konciencia’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Konciencia in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).  

24. International Users 

The Services can be accessed from countries around the world. The Services are controlled and offered by Konciencia from its facilities in New Zealand. Konciencia makes no representations that the Services are appropriate or available for use in all locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law 

25. Procedure for Making Claims of Copyright Infringement  

It is Konciencia’s policy to terminate membership privileges of any user who repeatedly infringes copyright upon prompt notification to Konciencia by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Site or App of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Konciencia’s notice of claims of copyright infringement is info@konciencia.me. 

26. General Terms  

These Terms constitute the entire and exclusive understanding and agreement between Konciencia and you regarding the Services, Products and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Konciencia and you regarding the Services, Products and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.  

You may not assign or transfer these Terms, by operation of law or otherwise, without Konciencia’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Konciencia may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.  

You agree to comply with all New Zealand and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (i) you are not located in a country that is subject to a New Zealand Government embargo, or that has been designated by the New Zealand Government as a “terrorist supporting” country; and (ii) you are not listed on any New Zealand Government list of prohibited or restricted parties.  

Any notices or other communications provided by Konciencia under these Terms, including those regarding modifications to these Terms, will be given: (i) by Konciencia 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 transmitted.  

Konciencia is located at the address in Section 27.  

Konciencia’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Konciencia. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.  

27.Contact Information 

If you have any questions about these Terms or the Services or Products, please contact Konciencia at info@konciencia.me or mail a letter to 12 Godfrey Place, Kohimarama, Aukcland, 1071, New Zealand.