Terms and Conditions

Minds in the Water Terms & Conditions

It is important to us how you access our products and how we manage your personal information. We want to take this opportunity to explain our mission as a company and what you can reasonably expect from us. Please take a moment to review our terms and conditions.

Effective: 10 October, 2024.

Minds in the Water, and its subsidiaries and affiliates (“Minds in the Water,” “us” or “we”) provides content and products via: www.MindsintheWater.tv (the “Website”), our applications (the “Apps”), or other delivery methods (the Website, the Apps and such content and products are collectively the “Product”).

These Terms & Conditions (these “Terms”) govern your access to and use of the Products. The term “Device” refers to the device which is used to access the Products, including but not limited to computers, smartphones, and tablets. The term “you” refers to the user of the Products.

Protecting and safeguarding any personal information you provide through the Products is extremely important to us. Information about our privacy practices can be found in our Privacy Policy (“Privacy Policy”).

You acknowledge that the products provided are not intended for use in medical emergencies. If you are in the United States and experiencing thoughts of suicide or self-harm, please call or text 988, the Suicide and Crisis Lifeline. For any medical or mental health emergencies, contact 911 or go to the nearest emergency room. Do not attempt to seek emergency care through these products. If you are outside the United States, please reach out to your local crisis or emergency resources, or visit the nearest emergency room.

1. WHAT YOU’RE SIGNING UP FOR

1.1 PRODUCTS

Products include, without limitation, meditation and mindfulness content for stress, sleep, entertainment and focus.

1.2 GENERAL RULES FOR USE OR ACCESS

(a) When you order (“Order”) any Products, or otherwise use or access the Products, you agree to be bound by these Terms and all applicable laws, rules, regulations, judicial orders, executive orders or similar binding legal instruments (“Applicable Law”). You may also be asked to click “I agree” prior to your purchase or access to the Products. If you do not click “I agree”, you may not be able to complete your purchase or access the Products. If you do not agree to these Terms, please do not use the Products.

(b) These Terms and the applicable Order set out the whole agreement between you and us for the supply of the Products unless expressly stated otherwise. For instance, in order to use or access certain Products or other special offerings, you may be required to agree to additional terms and conditions or policies; those additional terms or policies are hereby incorporated into these Terms. Where such terms or policies are inconsistent with these Terms, the additional terms or policies will control.

(c) Please check that the details in these Terms and on the applicable Order are complete and accurate before you use or purchase the Products. If you think that there is a mistake in these Terms or an Order, please contact us by emailing [email protected]. We only accept responsibility for statements and representations made in writing by an authorized representative of Minds in the Water.

(d) Use of the Products is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Products and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.

1.3 CHANGES TO TERMS

Minds in the Water reserves the right to change or update these Terms, or any other of our policies or practices, at any time. If a change to these Terms materially modifies your rights or obligations, we may notify you and require that you accept the modified Terms in order to continue to use the Products. We may notify you of such changes via pop-up or push notifications within the Products or via email. If you continue to use the Products after modification, you agree to abide by the modified Terms.

2. JOINING THE MINDS IN THE WATER COMMUNITY

2.1 BECOMING A MEMBER

(a) To access the Products, you must sign up as a registered user (a “Member”). You can do this via our Website. If you become a member via a third-party, such third-party terms and policies may apply. To become a Member, you need to provide certain personal information, including but not limited to, your first name, last name, email address, date of birth and a password to be used in conjunction with that email address (“User Information”). You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device. You may not register for more than one Member account. In order to access or use certain Products, you may need to provide additional User Information.

(b) By registering as a Member and using and/or accessing the Products, you warrant that: (i) you are legally capable of entering into binding contracts; (ii) all User Information you submit is truthful, accurate, and up to date; (iii) you will maintain the accuracy of such information; and (iv) your use of the Products does not violate these Terms or any Applicable Law.

(c) Member accounts and Subscriptions (as defined below) are not transferable. You agree to not sell, transfer, or exchange Member accounts or Subscriptions in any way or under any circumstance. This expressly applies to any discounted, subsidized, or Free Trials (as defined below) or Subscriptions.

2.2 CHILDREN

Our Products are generally intended for individuals at least 18 years of age.

2.3 SUBSCRIPTIONS & PURCHASES

(a) Free Trials. You may have access to a free trial period of certain Products (“Free Trial”). You are only allowed one Free Trial regardless of your subscription method. We reserve the right to determine eligibility for Free Trials, which may vary based on factors including the Product you select and whether you have redeemed a Free Trial previously. Free Trials automatically convert to a paid annual or monthly subscription term after 7 days. You can disable the automatic conversion by following the cancellation instructions set forth in Section 3 prior to the date of conversion.

(b) Automatically Renewing Subscriptions. Members may access the Products via a subscription fee-based program (“Subscription”). Subscriptions may be available via monthly or annual options (“Subscription Term”). For the purposes of our monthly and annual subscriptions, a month constitutes 30 calendar days and a year constitutes 365 calendar days. Subscriptions may be charged separately for Products. If you activate a Subscription, you authorize Minds in the Water to periodically charge, on a going-forward basis all accrued sums (“Subscription Fee”) on or before the payment due date for the accrued sums. Your account will be charged automatically on the date when you purchase your first subscription to the Product (“Subscription Billing Date”) for all applicable fees and taxes for the next subscription period. The Subscription will continue unless and until you cancel your Subscription or Minds in the Water terminates your Subscription or your account.

(c) Subscription Cancellation. You may cancel your Subscription at any time, but you must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. See more about cancellation at Section 3.

(d) No Refunds on Subscriptions. Refunds cannot be claimed for any partial Subscription Term. Minds in the Water will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information) (“Payment Method”). You will only have access to the Products while your Subscription is active and subsisting.

(e) Subscription Methods. You may subscribe by purchasing a subscription to the Products from the Website

(f) Gift Subscriptions. “Gift Subscriptions” are pre-paid memberships to the Products. A person who purchases the gift is the “Giftor.” A person who receives and redeems a Gift Subscription is the “Recipient.” Gift Subscriptions are paid for by a one-time upfront payment. Once bought, the Giftor will receive an Order confirmation and receipt. The Gift Subscription will be sent to the Recipient on the Giftor’s specified date with a gifting code and link to redeem the Gift Subscription. Gifting codes can only be used once in the country for which they were purchased and cannot be redeemed for cash, resold or combined with any other offers, including free trial unless expressly stated otherwise. We will automatically bill the Payment Method that the Giftor provided for any purchased Gift Subscriptions at the time of purchase, not upon delivery to or redemption by Recipient. There are no refunds or other credits for Gift Subscription that are not redeemed. Minds in the Water is not responsible if a Gift Subscription is lost, stolen or used without permission.

(g) Purchases. You may access some Products by paying Minds in the Water a non-recurring fee at the time of registration (“Purchase”). If you make a Purchase, you authorize Minds in the Water, as applicable, to charge all accrued sums (“Fees”) on the payment due date for the accrued sums. Your account will be charged automatically on the date when you purchase the Product. Please note that the sale is final for all Purchases, and we will not provide a refund.

(h) Discounts. Minds in the Water may offer certain special discount pricing options (the “Special Discount Pricing Options”). Such Special Discount Pricing Options will only be available to qualified users (the “Qualified Users”). Minds in the Water reserves the right to determine if you are a Qualified User in our sole discretion. Additional terms may apply to such Special Discount Pricing Options.

(i) Prices in US Dollars include local taxes. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us.

2.4 PAYMENT TERMS

(a) Your use of the Products may require you to pay fees. We reserve the right to determine pricing for the Products. The fees you owe may vary based on many factors, including but not limited to your employer, healthcare provider, health plan or other Benefit Sponsor’s agreement with us, or the coverage offered by your applicable health insurance provider. We are not responsible for whether your health insurance offers any amount of coverage for the Products. We will make reasonable efforts to keep pricing information published on our Website up-to-date.

(b) You are responsible for all applicable fees and charges incurred, including applicable taxes. Before you pay any fees, you will have the opportunity to review and accept the fees that you will be charged. In order to access the Products, you may be required to provide your payment information. You agree to promptly notify Minds in the Water of any changes to your Payment Method while any payments remain outstanding. You authorize Minds in the Water or a third-party payment processor to charge all fees for the Products, including all applicable taxes, to the Payment Method. If you pay any fees with a credit card, we (or a third-party payment processor) may seek pre-authorization of your credit card account prior to purchase to verify that the credit card is valid and has the necessary funds or credit to cover your purchase. If we use a third-party payment processor, such as Stripe or PayPal, their use of your personal information is subject to their applicable terms of service and privacy policy.

(c) In the course of your use of the Products, Minds in the Water and its third-party payment processor may receive and use updated credit card information from your credit card issuer to prevent your Subscription from being interrupted by an outdated or invalid card. This information is provided to Minds in the Water and Minds in the Water’s third-party payment processor at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer. You agree not to hold us responsible for banking charges incurred due to payments on your account.

2.5 BENEFIT SPONSORS

Groups such as employers, healthcare providers, health plans, universities, or municipalities (collectively referred to as “Benefit Sponsors”) may purchase and provide access to the Products for their employees, members, or dependents. These Benefit Sponsors may also introduce additional terms related to subscription use, redemption, or payment. If such terms are provided, they will apply alongside the website’s Terms, and in the event of a conflict, the Benefit Sponsor’s terms will take precedence.

2.6 CHANGING FEES AND CHARGES

We reserve the right to change our subscription fees, plans or adjust pricing for our Products or any components thereof in any manner and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

3. CANCELING MEMBERSHIP

3.1 CANCELLATION BY US

We may suspend or terminate your use of the Products as a result of your fraud or breach of any obligation under these Terms. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Products. Such termination or suspension may be immediate and without notice. Your access to the Products may be terminated if the relationship between Minds in the Water and your employer or provider terminates or expires, or if your relationship with your employer or provider ends. If this happens, Minds in the Water will use reasonable efforts to give you seven (7) days’ notice before access to the Products is terminated.

3.2 CANCELLATION BY YOU

(a) You may cancel your Subscription at any time. Cancellation of a monthly Subscription is effective at the end of the applicable monthly period and cancellation of an annual Subscription is effective at the end of the applicable annual period. Please make any such cancellation in your account settings on the Website.

3.3 CANCELLATION FEES

Some features of the Products are subject to certain cancellation fees, as disclosed via the Products. We may suspend or terminate access to the Products for any account for which any amount is due but unpaid. In addition to the amount due, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

4. PROHIBITED USE OF THE PRODUCTS

By using the Products you agree not to:

(a) copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, decompile, or disassemble the Products in any way, or create derivative works of the Products;

(b) use the Products (or any part of them) to create any tool or software product that can be used to create software applications of any nature whatsoever;

(c) upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products;

(d) interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products;

(e) access the Products in an unauthorized manner, including in violation of any local, state, national or international law

(f) circumvent any territorial restrictions applied to the Products;

(g) perform any fraudulent activity including impersonating any other person or entity while using the Products;

(h) conduct yourself in an offensive manner while using the Products (including, but not limited to, bullying, harassing, or using hate speech or degrading comments about things like race, religion, culture, sexual orientation, gender or identity, age, disability, or serious disease);

(i) use the Products for any illegal, immoral or harmful purpose (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes);

(j) use the Products for any purposes related to scientific research, analysis or evaluation of the Products without the express written consent of Minds in the Water;

(k) rent, lease, loan, make available to the public, sell or distribute the Products in whole or in part or use the Products except for your own personal use;

(l) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

(m) sell or otherwise transfer access granted under these Terms or any Materials (as defined below) or any right or ability to view, access, or use any Materials; or

(n) attempt to do any of the acts described in this Section or as otherwise prohibited by these Terms or assist or permit any person in engaging in any of the acts described in this Section or otherwise as prohibited by the Terms.

We reserve the right to immediately terminate your access to or use of our Products if we believe, in our sole discretion, that you exhibit such behavior or you violate or attempt to violate any laws or breach these Terms.

By breaching the provisions of this Section, you may commit a criminal offense under Applicable Law. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.

We reserve the right to contact emergency services to the extent that we believe, at our sole discretion, that you pose an imminent threat of harm to yourself, to property, or to another person.

5. MATTERS OF OWNERSHIP

Subject to the limitations set forth in these Terms, Minds in the Water grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to stream and make personal non-commercial use of the Products. The Products, including the source code for the Products and any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of Minds in the Water and its licensors and suppliers.

5.1 COPYRIGHT

(a) All materials (including but not limited to software and content whether downloaded or not) contained in the Products (“Materials”), are owned by Minds in the Water (or our affiliates and/or third-party licensors, where applicable), unless indicated otherwise. The Materials are valuable property and that other than any specific and limited license for use of such Materials, you will not acquire any ownership rights in or to such Materials. The Materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you, without our prior written consent. ‍

(b) Materials on or in the Products are the property of Minds in the Water or third-party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions of Section 11 against you. ‍

(c) Audio or video content from Minds in the Water may not be downloaded or copied from the Products, Services or any Device. ‍‍

(d) The Products are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the Materials for commercial purposes without obtaining a written license to do so from us. Materials may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. Appropriate legal action may be taken for any illegal or unauthorized use of the Products. ‍‍

(e) You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products. If you make other use of the Products, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of South Africa, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Minds in the Water will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. ‍

5.2 TRADEMARKS

Minds in the Water, the Minds in the Water logo and all other Minds in the Water Product marks are property of Minds in the Water. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed or referred to on or in the Products is strictly prohibited. Minds in the Water will enforce its rights to the fullest extent of the law, including the seeking of criminal prosecution.

6. AVAILABILITY OF PRODUCTS

Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, please report it to us at [email protected] and we will review your concern and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products while we address the fault. We will not be liable to you if the Products are unavailable for any period of time. ‍

Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new Services or Products. We will restore the Products as soon as we reasonably can. In the event that the Products are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order by emailing [email protected]. ‍

We may change or discontinue, temporarily or permanently, any feature, component, or content of the Products at any time without notice to you. Apart from the pro rata refund of any prepaid fees in Section 3.1, you agree that Minds in the Water will not be liable to you for any unavailability, modification, suspension or discontinuance of any feature or component of the Products. ‍

7. USER MATERIAL

7.1 The Products may let you submit material to us, for example, you may be able to post comments or images in certain functions or features of the Products. “User Material” refers to any publicly available material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information, Product purchase, or Product use information which you provide in registering for and using Products. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so. ‍‍

7.2 We do not systematically review all User Material submitted by you or other users. However, we reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Products for operational and other purposes. If at any time we choose to monitor such information, we assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy. ‍‍

7.3 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products, particularly where User Material breaches this Section, and we may do this with or without giving you any prior notice. ‍‍

7.4 We may link User Material or parts of User Material to other material, including material submitted by other users or created by Minds in the Water or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise Minds in the Water. We may indirectly commercially benefit from use of your User Material. ‍‍

7.5 Each time you submit User Material to us, you represent and warrant to us as follows:

(a) You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality or rights under contract.

(b) Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.

(d) Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person.

(e) You will not collect email addresses of users for the purpose of sending unsolicited email.

(f) You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.

(g) You will not engage in any automated use of the system, such as using scripts to alter our content.

(h) You will not access, tamper with, or use non-public areas of the Products, Minds in the Water’s computer systems, or the technical delivery systems of Minds in the Water’s providers.

(i) Except as necessary to maintain your own computer security by use of commercial-off-the-shelf antivirus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Products or any other Minds in the Water system or network or breach any security or authentication measures. ‍‍

7.6 We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted. ‍‍

7.7 User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant Minds in the Water an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the Products, or any portion thereof, and any ideas, concepts, or know how contained in the User Material, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. Minds in the Water may include your User Material in Minds in the Water’s distribution content that is made available to others through the Products. Be aware that Minds in the Water has no control over User Material once it leaves the Products, and it is possible that others may duplicate material found on the Products, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Minds in the Water and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material. ‍

7.8 Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Products or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products, you grant, and you represent and warrant that you have the right to grant, to Minds in the Water an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained in the Submissions, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Minds in the Water has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Minds in the Water and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

8. THIRD PARTY TERMS AND LINKS

8.1 At times, we may contract with a third party to support the Products we offer to you or to directly provide Services to you. In such instances, your use of the third party’s Products (such as Google Pay and Apple Pay) will be subject to their applicable terms of service and privacy policy. To the extent that there is a conflict between these Terms and the terms of use for any of our third-party contracted entities, the third-party terms will apply. We reserve the right to change third-party providers in our sole discretion.

8.2 The Products may integrate, be integrated into, or be provided in connection with third-party products, services and content. As part of such integration we may transfer your information to the applicable third party service. These third-party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third party service’s use of your exported information.

8.3 We may provide links to other websites or services for you to access. Any access is at your sole discretion and for your information only. We do not review or endorse any of those third-party websites or services. We are not responsible in any way for: (a) the availability of; (b) the privacy practices of; (c) the content, advertising, products, goods or other materials or resources on or available from; or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.

8.4 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of the Products unless you have written consent to do so from Minds in the Water. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with Section 4. If you wish to make any use of material on or in the Products other than that set out above, please address your request to [email protected].

9. ASSUMPTION OF RISK

By granting you the right to use the Products, the Minds in the Water Entities (as defined in Section 15) do not assume any obligation or liability with respect to your health or your physical activity or condition. In no event will the Minds in the Water Entities be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or any activity you undertake in connection therewith. As between you and the Minds in the Water Entities, you are solely responsible for your use of the Products and your health and medical conditions and treatment related thereto. The Minds in the Water Entities will have no liability for any unauthorized disclosure of your personally identifiable information caused by your actions or omissions.

Except as expressly stated in this agreement, you acknowledge and agree to the following:

(a) If you require or are seeking medical treatment, please contact your healthcare provider. If you are having thoughts of harming or killing yourself, call or text 988, the Suicide and Crisis Lifeline. For medical or mental health emergencies, contact 911 (or your local equivalent) or go to the nearest emergency room.

(b) Minds in the Water is not a licensed medical provider, does not offer medical treatment, advice, or diagnosis, and does not have the expertise to assess the effects of any specific treatment on a medical condition. Minds in the Water is not your healthcare provider.

(c) Minds in the Water does not provide 911 or emergency services and will not contact you or anyone else on your behalf regarding your medical condition or treatment.

(d) Any written materials provided by Minds in the Water, unless from its affiliated medical providers, are for informational purposes only and are not intended to replace the relationship between you and your physician or other healthcare provider.

(e) You should always consult a physician if you have any questions regarding a medical condition.

(f) Never disregard professional medical advice or delay seeking it because of something you have read or received through the products.

(g) The Minds in the Water entities assume no liability with respect to any survey, research, or medical program or study you may be using the products for.

(h) The Minds in the Water Entities are not responsible for the accuracy, reliability, effectiveness, or proper use of information you receive through or generated by the products.

9.1 MEDITATION ASSUMPTION OF RISK

While research suggests that meditation may support the prevention and recovery of various conditions and improve certain performance and relationship issues, Minds in the Water makes no guarantees that the products will provide any physical or therapeutic benefits. There have been rare instances where individuals with psychiatric conditions such as anxiety or depression have reported a worsening of symptoms with intensive meditation practice. If you have an existing mental health condition, it is advised to consult your healthcare provider before beginning a meditation practice.

10. WARRANTIES AND DISCLAIMERS

10.1 The products and all materials and content provided through the Products are offered “as is” and on an “as available” basis. Minds in the Water disclaims all warranties of any kind, whether express or implied, with respect to the products and all materials and content available through them, including but not limited to: (a) any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (b) any warranties arising from the course of dealing, usage, or trade practice.

Minds in the Water does not guarantee that the products, any part of the products, or any materials or content provided through them will be uninterrupted, error-free, free from viruses or other harmful components, nor does it warrant that any such issues will be fixed. No advice or information, whether oral or written, obtained from the products or from Minds in the Water or its entities, will create any warranty not explicitly stated in these terms.

You understand and agree that you use any portion of the products at your own discretion and risk. Minds in the Water is not responsible for any damage to your property (including your computer system or mobile device) or for any data loss that may occur while using the products.

The limitations, exclusions, and disclaimers in this section apply to the fullest extent permitted by law. Applicable law in certain jurisdictions may provide consumer rights that imply warranties, conditions, or guarantees. These terms are not intended to limit those rights, and Minds in the Water does not disclaim any warranty or other rights that it is prohibited from disclaiming under applicable law.

10.2 Minds in the Water’s meditation, mindfulness, sleep and movement content and mental health coaching should not be considered health care, a medical device, or considered medical advice. Only your physician or other health care provider can provide medical advice. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.

10.3 To the extent that you participate in any movement content featured in the Products, you represent and warrant that you are in adequate physical health to perform such activities and have no disability or condition that would make such movement dangerous. You should consult a licensed physician prior to beginning or modifying any exercise program that you undertake especially if you have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or condition. You acknowledge that Minds in the Water has advised you of the necessity of doing so.

11. SOUTH AFRICAN COPYRIGHT ACT 98 of 1978 NOTICE‍

11.1 We are committed to complying with copyright and related laws, and we require all users of the Products to do the same. This means you may not store any material or content on, or disseminate any material or content over, the Products in any manner that infringes of third-party intellectual property rights, including rights granted by copyright law. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent. ‍

11.2 Owners of copyrighted works in South Africa who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the South African Copyright Act 98 of 1978.‍‍

11.3 If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement under the South African Copyright Act 98 of 1978, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the South African Copyright Act 98 of 1978 to resolve the claim between the notifying party and the alleged infringer who provided the content in issue.

11.4 If you believe that your work has been copied and posted on the Products in a way that constitutes copyright infringement, please provide us with the following information:

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;

(d) Your address, telephone number, and email address;

(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

(f) A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

12. ELECTRONIC COMMUNICATIONS CONSENT

Email, text messaging, push notifications and other electronic communication (“Electronic Communications”), such as posting notices on the Products allow Minds in the Water to exchange information with you efficiently in connection with the provisioning of our Products, product information, appointment reminders, and links to surveys.

Your use of the Products means that you agree and consent to the use of Electronic Communications as an acceptable form of communication for the purposes of receiving our Products and product information.

By providing us with your phone number, you consent to receiving SMS/text message communications from us related to the Products and/or Services, including marketing and promotional messages, even if the phone number you provide is registered on any federal or state Do-Not-Call registry. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You may opt out of receiving SMS/ text message communications from us at any time by replying “STOP”. We will send a final SMS message to confirm that you have been unsubscribed and after this you will no longer receive SMS messages from us.

You acknowledge that Electronic Communications may not be a completely secure means of communication, and there may be the potential for such communications to be accessed in storage or during transmission. We will limit the amount and type of confidential information disclosed in un-encrypted Electronic Communications in compliance with our privacy policy.

Applicable laws require that some of the information or communications we send to you should be in writing. You agree to transact with us electronically, and that communication with us will be mainly electronic. You acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. You have the right to receive a paper copy of the communications. To receive a paper copy, please request it by emailing us at [email protected]. Please be sure to state that you are requesting a copy of the particular communication.

If you wish to change your email address, phone number, or modify your preferences regarding the use of email and text communication, please contact us at [email protected]. You can also contact [email protected] to unsubscribe from further communications. Unsubscribing from communication may impact your ability to use the Products.

We reserve the right, in our sole discretion, to discontinue the provision of your Electronic Communications, or to terminate or change the terms and conditions on which we provide Electronic Communications. We will provide you with notice of any such termination or change as required by law.

13. INTERNATIONAL USE

If you are located outside of the South Africa, you may have access to our meditation, mindfulness, sleep and movement content. The purpose of such content and mental health coaching is not the diagnosis, prevention, monitoring, prediction, prognosis, treatment or alleviation of disease.

You may not export or re-export any Products except in full compliance with all Applicable Law.

You may not have access to the Products or any features thereof from countries or territories where such access is illegal, banned or restricted, including in any sanctioned countries or territories.

Some jurisdictions do not allow the exclusion of certain types of warranties or conditions, or limitations on specific types of damages, so certain disclaimers in Section 10 or limitations in Section 15.3 may not apply to you.

14. DISPUTE RESOLUTION

These Terms and Conditions shall be governed by, and construed in accordance with, the laws of the Republic of South Africa. Any dispute arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the South African courts.

(a) In the event of a dispute or disagreement arising from these Terms and Conditions or your use of this website, both parties agree to first attempt to resolve the matter informally through negotiation. The aggrieved party shall provide written notice to the other party, outlining the nature of the dispute and suggested remedies.

(b) If the parties are unable to resolve the dispute through informal negotiations within 30 days of written notice, the dispute may be referred to mediation. The parties shall mutually agree on the appointment of an independent mediator who will facilitate discussions to reach a fair resolution. Mediation shall be conducted in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).

(c) Should mediation fail to resolve the dispute, the matter may be referred to arbitration. Arbitration shall be conducted under the rules of the Arbitration Foundation of Southern Africa (AFSA) or such other arbitration body as the parties may agree. The arbitration proceedings shall be held in Cape Town, South Africa, and shall be conducted in English. The arbitrator’s decision shall be final and binding, and the judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction.

Each party shall bear its own legal costs incurred during mediation and arbitration unless otherwise determined by the mediator or arbitrator.

If you are a consumer as defined in the Consumer Protection Act, 2008, you may have additional rights under this Act, and nothing in this Dispute Resolution section shall limit any rights you may have under the Act.

15. GENERAL

15.1 ASSIGNMENT BY US

Minds in the Water may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.

15.2 INDEMNITY

To the fullest extent permitted by law, you are responsible for your use of the Products, and you will defend and indemnify Minds in the Water, your employer, your health plan, or provider (as applicable) and each of their respective officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Minds in the Water Entities”) from and against any claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Products; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any Applicable Law; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. The foregoing indemnification obligation is subject to a Minds in the Water Entity promptly informing you in writing of any such claim, demand, action, or suit; provided that any failure to so inform you will not prejudice your obligation of indemnity, except to the extent materially prejudiced thereby. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15.3 LIMITATION OF LIABILITY

To the maximum extent permitted by law, Minds in the Water and its entities will not be liable for any indirect, incidental, special, consequential, or punitive damages (including damages for lost profits, goodwill, or other intangible losses) arising from or related to your access or use, or inability to access or use, the products or any materials or content provided through them. This applies regardless of the legal theory, whether based on warranty, contract, tort (including negligence), statute, or otherwise, and regardless of whether any Minds in the Water entity has been advised of the possibility of such damages.

15.4 NO WAIVER

If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms. ‍

15.5 FORCE MAJEURE

We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

15.6 NOTICES

Unless otherwise specifically indicated, all notices given by you to us must be given to Minds in the Water at [email protected]. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in these Terms. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such email was sent to the specified e-mail address of the addressee.‍

15.7 ENTIRE AGREEMENT

These Terms and any additional terms or policies expressly referred to in these Terms constitute the whole agreement between us and supersede all previous oral or written discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the Products. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the additional terms or policies expressly referred to in these Terms. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this Section limits or excludes any liability for fraud.

15.8 THIRD PARTY RIGHTS

A person who is not party to these Terms will not have any rights under or in connection with these Terms, except as described in Section 11.

15.9 EXCLUSIVE VENUE

To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Minds in the Water agree that all claims and disputes arising out of or relating to the Terms or the use of the Products will be litigated exclusively in the jurisdiction of the South African courts in Cape Town, South Africa.

15.10 CHOICE OF LAW

These Terms and Conditions and our relationship and/or any dispute arising from or in connection with these Terms and Conditions shall be governed and interpreted in accordance with the laws of the Republic of South Africa. Your continued use of the Website will constitute your consent and submission to the jurisdiction of the South African courts regarding all proceedings, transactions, applications or the like instituted by either party against the other, arising from any of these Terms and Conditions.

‍15.11 SEVERABILITY

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. ‍

16 CONSUMER PROTECTION ACT

These Terms and Conditions are governed by the Consumer Protection Act 68 of 2008 (“CPA”). By using this website and purchasing goods or services through this website, you, as a consumer, agree to the rights and responsibilities set out in this document, which incorporates your rights under the CPA.

17 INFORMATION

For the purposes of the ECT Act, Mind in the Water’s information is as follows, which should be read in conjunction with its terms and conditions contained on the Website:

Full name: Dewdale (Pty) Ltd, t/a Minds in the Water, a private company registered in South Africa with registration number 2023 / 766398 / 07

Main business: ECommerce

Email address for further details: [email protected]

In accordance with section 44 of ECTA, if you are a natural person who transacts electronically, you have the right to cancel your order or transaction without penalty and without giving any reason, within seven (7) days of receiving the goods or services. In such cases, you will be entitled to a full refund, and any costs associated with returning goods shall be borne by you.

To exercise this right, please make any such cancellation in your account settings on the Website.