TERMS AND CONDITIONS

THIS AGREEMENT is made between You and Heath Myers Enterprises Pty Ltd T/A Agent of Change Coaching and Consulting (operating also as SoulCreationsMembers.Earth and SoulCreations.Earth) ACN# 626187620 of 7 Arthur St Smeaton Victoria 3364 (AOC) and governs your use of the resources that are provided to you as part of the Membership Services .

1. Definitions and Interpretation

In this agreement the following definitions apply, except where the context otherwise requires:

Business Day means a day that is not a Saturday, a Sunday, or a public holiday in the principal place of business of a party.

Commencement Date means the date on which you register for the Membership Program

Fee means the recurring fee payable for the Membership Services or any other further negotiated services as agreed.

Founder means Heath Myers (AOC).

Free Trial refers to specific, conditional, promotional offers for free membership access.

Intellectual Property Rights means any and all intellectual and commercial property rights throughout the world including, without limitation, copyright, the Trade Marks and any other trademarks whether registered or unregistered, designs, patents, the right to keep confidential information confidential, know-how and trade secrets, whether or not now existing and whether or not registered or registrable and includes applications for and any right to apply for registration of such rights and includes all renewals and extensions.

Materials means the audio, video, written and printed materials provided by AOC to you to as part of the Membership Services which will either be handed to in person to You, made accessible online to download or be sent to you via email.

Membership Services means the provision of all agreed membership Membership Services , trainings, resources and pre-recorded materials by the Founder as part of your participation in the Program including the benefits set out in paragraph 2 of this Agreement.

Membership Time Period means the time period of membership from the Commencement Date during which you will be entitled to claim the benefit of the Membership Services unless otherwise agreed between us

Trade Marks means all registered and unregistered trademarks of in the name of Heath Myers and AOC and any other marks used by Heath Myers and AOC from time to time.

2. Membership Services & Programs

2.1 The Membership Services offered by AOC include the following (unless stipulated otherwise) as indicated per service negotiated and invoiced for or stipulated in the enrolment process

2.2 The Membership Services

You are receiving the following Membership Services by signing up for The Starseed Activations Members™

• The Starseed Activations™ – Members-Exclusive [1 per month]
• Group Quantum Upgrades Experience™ [1 per month]
• Vibe Time™ [Minimum 1 per month]
• Inner Essence Peak State Practice™ Online Program
• The Starseed Activations™ Sacred Evolution Container
• The Starseed Activations Community Forum™ and Mastermind

3. What AOC does and does not do

3.1 AOC will provide professional Membership Services to you within the agreed Membership Time Period and in accordance with the agreed Membership Services & Programs

3.2 AOC will use its best efforts to provide the Membership Services at the agreed times. You understand that when the Membership Services are provided LIVE the Founder there may be times when the Founder is unexpectedly unable to meet appointments or training schedules or may be late. If unable to meet the appointments AOC will make reasonable efforts to reschedule them in due course.

3.3 AOC will use its reasonable efforts to support you within the terms of the program offered. The benefits you obtain under this agreement will depend on your engagement with the Program and your continued application of the principles and techniques you learn.

3.4 AOC does not make any specific promises about the results you will achieve, including the growth of your business or finances.

3.5 AOC warrants that the Founder is a:

(a)          Qualified Trainer and Assessor, Leadership Facilitator, Business Coach, Master Results Coach, Master NLP (Neuro-Linguistic Programming) Practitioner, Hypnotherapist, Holistic Health Practitioner and trained martial artist and is capable of providing the Membership Services; and

(b)          Member of the International Institute for Complimentary Therapists (IICT)

3.6 AOC will keep all personal and confidential information supplied by you private and strictly confidential. AOC will use all reasonable efforts to make sure that such information is not disclosed to any third party. See privacy policy [ https://agent-of-change.mykajabi.com/privacy-policy

4. Materials

4.1 As part of the Membership Services, AOC will provide you with access to online Materials. Access to these materials will be in accordance with the agreed Membership Services & Programs.

4.2 You agree that all Intellectual Property Rights in the Program, Materials, Trademarks and the various components of the Membership Services provided to you are owned by Heath Myers Enterprises Pty Ltd and AOC.

4.3 For the purposes of clause 4.1, AOC gives you a non-exclusive licence to use the Materials for your own personal use. For the avoidance of doubt, you have no authority to reproduce or authorise the reproduction by a third party, in whole or in part, of any of the Materials.

5. Fees and Payments

5.1 The Membership Services are provided in exchange for a subscription service Fee. Depending on what AOC chooses to offer, you may choose either a Monthly, Half-Yearly (6-Monthly) or Yearly (12-Monthly) recurring Fee payment option.

5.2 You agree to pay all recurring AOC Fees, via the nominated credit/debit card provided, and in full accordance with the specific subscription payment terms and fees you committed to through the enrolment and checkout process, until such a time you have cancelled in accordance with Section 7 of this agreement (Cancellation and Termination of Agreement).

5.4 The Fee must be paid using AOC’s preferred payment method and agents as provided in the enrolment process and check out page.

5.5 The Fee, or any part of it, is non-refundable once paid.

5.6 By entering this agreement, you have agreed to receive full access to the Membership Services & Program made available within the agreed Membership Time Period or stipulated Free Trial Periods.

5.8 With any payments to AOC for the Membership Services & Program, AOC’s payment agent will issue a receipt for each payment on the day of the payment/s via email.

6. Free Trials

6.1 AOC may choose to offer a Free Trial for a period of time as specifically notified through marketing and in the checkout process. The trials are only valid within the specific period of time stipulated and do not extend beyond those terms.

6.2 The Free Trial commences on the calendar date of your subscription enrolment unless otherwise stipulated in writing by AOC. The Free Trial ends precisely thereafter in accordance with the agreed time period. You will then automatically commence your recurring paid subscription in accordance with the Fee agreed upon in the enrolment process. See Section 7.2 of this agreement for the terms of Cancellation and Termination of Agreement.

6.3 All Free Trials are a ONE TIME OFFER. That is, you are only ever permitted to ONE Free Trial of the membership services. In accordance with 7.4 of this agreement AOC may terminate your membership for breach of these terms.

7. Cancellation and Termination of Agreement

7.1 This agreement commences on the Commencement Date / Date of Enrolment and unless cancelled and terminated in accordance with clauses 7.2, 7.3 or 7.4, will continue under the subscription Fee payment terms agreed in accordance with your nominated membership option.

7.2 You may Cancel your membership agreement and recurring payments by visiting your Profile Settings at any time you wish before the due date of the first/next subscription Fee to be direct debited from your nominated card.

If for whatever reason it is not cancelled by you, AOC will take it that you wish to continue with the agreed Membership Services and will process your next scheduled subscription Fee payment.

No refunds will be offered or given if a payment is processed and you for any reason whatsoever have not cancelled your subscription.

7.3 AOC may terminate this agreement and membership immediately by written notice to the other party without remedy or refund:

(a)         if that other party breaches a material term of this agreement and fails to remedy the breach within 3 Business Days after being given notice of the breach;

(b)         if that other party breaches a material term of this agreement which is not capable of remedy; or

(c)         the other party cannot pay its Fee when they fall due or has entered into any form of insolvency, liquidation or external administration, whether voluntary or involuntary, formal or otherwise.

(d)        the other party engages in disruptive or disintegrous conduct within the membership community that is in contravene of the community guidelines or misaligned from the intention of the community, or is intentionally disrespectful to other members or the founder and AOC staff.

7.4 AOC may terminate this agreement immediately without written notice if you have engaged in more than one Free Trial.

8. Health and personal risk

8.1 The practices, processes, programs, resources, coaching tools, activations, meditations, movement arts and advice which form part of the Membership Services & Programs, and the Community Forum provided, may involve known and unanticipated risks that could result in physical or emotional injury. You take full responsibility for your own physical, emotional, and mental health and must be aware of your own capabilities, conditions, predispositions, and personal limitations. You must only engage in activities to the extent to which you consider they are safe and reasonable for you. 

9. Liability

9.1 Except as expressly set out in this agreement, and subject to any guarantees, warranties, terms or conditions that by law may not be excluded, all guarantees, warranties, terms and conditions implied by law or otherwise relating to the Membership Services provided by AOC under this agreement are excluded.

9.2 To the extent permitted by law, AOC, its directors, agents, employees or contractors, will not be liable for any special, indirect or consequential loss or damage (including personal injury to physical, mental and emotional health), loss of profit or opportunity arising out of or in connection with the provision of the Membership Services & Programs whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

9.3 AOC’s liability will be capped at the Fee.

10. Notices

10.1 A notice given under this agreement must be in writing and sent to the recipient at the address specified at the beginning of this agreement. A notice is deemed to be received:

(a)         if sent by hand, when delivered to the addressee;

(b)         if by post, 5 Business Days from and including the date of postage, on delivery to the addressee; or

(c)         if by facsimile transmission, on receipt by the sender of an acknowledgement or transmission report generated by the machine from which the facsimile was sent; but if the delivery or receipt is on a day which is not a Business Day or is after 4:00pm (addressee’s time) it is deemed to be received at 9:00am on the following Business Day.

11. General

11.1 The following rules of interpretation apply unless the context requires otherwise:

(a)         headings are for convenience only and do not affect interpretation;

(b)         the singular includes the plural and conversely;

(c)         a reference to a person includes a body corporate, an unincorporated body or other entity;

(d)         where examples of a thing or set of things are given by reference to the word “including”, the meaning of references to the thing or set of things is not to be limited by reference to the examples.

11.2 This agreement is governed by the laws of Victoria Australia and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Victoria.

11.3 If part or all of any of this agreement is illegal or unenforceable it will be severed from this agreement and will not affect the continued operation of the remaining provisions of this agreement.

11.4 You may not assign or sublicense any of their rights under this agreement.

11.5 This agreement can only be amended, supplemented or waived in writing signed, by both parties. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights shall not be deemed a continuing waiver or a modification of this agreement

11.6 This agreement contains the entire agreement of the parties with respect to its subject matter.