OWNERSHIP.  The app is exclusively owned by Unyte-iLs and provided under license by ILA.  The Processed Music is exclusively owned by PSL.  It is expressly acknowledged that PSL does not own the underlying music (which is utilized by PSL in the creation of the Processed Music); rather, PSL owns such music as filtered, arranged and specified for listening by PSL.  Nothing contained in this Agreement shall be construed to grant User ownership rights of any kind to the Processed Music or the Intellectual Property.

5. TERM.  The Program is rented and licensed to User for one treatment protocol period. . Each Term commences on the Effective Date (the “Term”).   User is obligated to pay the entire amount due under the Term.   

   1. Change of Term.  A User may change their designated Term by contacting ILA and requesting to change to a longer Term, with the understanding that the Rental Payment will change and that further payments need to be made prior to continued access.

6. SUBSCRIPTION; PAYMENT TERMS.

   1. The payment amount for the use of the Processed Music shall be as published by ILA on its website and/or online store from time to time (such amount, the “Subscription Payment”).  The Rental Payment shall be subject to adjustment by ILA in its exclusive discretion at any time.  ILA collects GST for Australian rentals, which is included in the price.  

   2. User agrees to pay ILA via the online webstore or via direct invoice in advance for the Rental Payment and consultation services.

7. TERMINATION. 

1. This Agreement shall terminate upon completion of the clinical program.  

2. Upon termination, User access to the app will be terminated.  

3. Cancellation prior to completion of Term. If User cancels prior to consultation or using the app a refund will be issued minus any bank or credit charges.  Once the app has been accessed or an online consultation has occurred no monies will be refunded.

     8. WARRANTIES AND REPAIRS.  ILA makes no warranty or guarantees of any kind regarding the licensed Program, including therapeutic results.

     9. INDEMNIFICATION.  User indemnifies and holds ILS and ILA harmless for all injuries or damage resulting from use of Program and for all consequential and special damages for any claimed breach of warranty.

     10. ATTORNEYS [Legal]’ FEES.  User shall pay all reasonable legal and other fees, the expenses and costs incurred by ILA in protection of its rights under this Agreement and for any action taken by ILA to collect any amounts due ILA under this Agreement.

     11. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Queensland, without regards to any conflicts of law principles to the contrary.

     12. AMENDMENTS.  ILS and ILA reserves the right to amend the terms and conditions of this Agreement upon reasonable notice to PSL and User.  

     13. COMPLIANCE WITH LAWS.  Each party will comply with all applicable laws and will defend, indemnify, and hold harmless the other Party from and against any violation of such applicable laws by such party or any of its agents, officers, directors, employees or affiliates.

     14. FORCE MAJEURE.  If and to the extent that a party’s performance of any of its material obligations hereunder is prevented, hindered or delayed due to a fire, flood, explosions, earthquake, elements of nature or acts of God, catastrophic weather conditions, diseases, epidemics, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, labor disputes, lockouts, strikes or other industrial action (solely to the extent such labor disputes, lockouts, strikes or other industrial action occur in the United States), whether direct or indirect and whether lawful or unlawful, destruction in whole or in part, of the equipment or property necessary to perform, delays or failures caused by the other party or the other party’s performance or third-party non-performance, or any other cause beyond the reasonable control of such party (each a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party will be reasonably excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such party continues to use its commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, work-around plans or other means.

     15. SEVERABILITY.  If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect.

Processed Music (PSL)

Computer altered vocal music (i.e., filtered music) designed to exaggerate the features of human prosody and hypothetically to exercise the neural regulation of the middle ear muscles. The specially adapted music uses the auditory pathway as an access point to the neural network and is intended to help people with auditory sensitivities extract human voice from background sounds and improve social communication.

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