NIVAA Terms of Use

Platform Rules

1. Terms of Use

1.1 These terms of use (“Terms”) apply to and govern your access to and use of the online platforms (collectively, the “Platforms” and each, a “Platform”) which are owned, controlled and/or operated by or for or on behalf of NeuroPlay Systems Pte. Ltd., a company registered in Singapore with its registered office at 83 Science Park Drive, #02-03/04, The Curie, Singapore 118258 (“we”, “us”, “our”, “Neuroplay” or the “Company”). For the avoidance of doubt, the Platforms shall include, without limitation, the Company’s websites (including, but not limited to, https://www.nivaa.sg), microsites, mobile versions of these websites and the web or mobile applications and such other online platforms as Neuroplay may introduce from time to time that expressly adopt and display or link to these Terms. We provide the Platforms to you subject at all times to these Terms. By using, visiting, accessing, registering with or downloading a mobile app with access to any Platform, you acknowledge that you have read and understood the Terms and agree to be bound by them in respect of the access and use of such Platforms.

1.2 Neuroplay periodically reviews the Terms and reserves the right to modify the Terms at any time in its sole and absolute discretion, without any notice to you. Such modifications shall take effect immediately upon the posting of the modified Terms. You agree to review the Terms regularly to be aware of such modifications. Your continued access to or use of a Platform after such modifications shall be deemed to constitute your conclusive acceptance of the modified Terms in respect of the use of such Platform.

1.3 Additional terms and conditions may apply to specific portions or features of a Platform, including contests, promotions or other similar features, the terms and conditions of which shall be deemed to have been incorporated into these Terms by reference. In addition, certain content or services provided through a Platform may be accompanied by their own licensing terms and conditions. If there is any conflict between any of the provisions of these Terms and any provision of such terms and conditions, the provisions of these Terms shall prevail.

1.4 We do not guarantee that our Platforms and sites, or any content on them, will always be available or be uninterrupted. Neuroplay shall be entitled, at any time, to add, change or withdraw any of the functions available or to be made available on any or all of the Platforms and to suspend or withdraw or restrict the availability of all or any part of our Platforms for business and operational reasons at its own discretion.

1.5 Your access to or use of the Platforms will be subject to and governed by any other guidelines, procedures, policies and regulations which may, from time to time, be prescribed, introduced, varied and/or amended by Neuroplay, including, but not limited to, Neuroplay’s Privacy Policy (which can be found at https://www.nivaa.sg/terms-of-use and which sets out the terms on which we process any personal data we collect from you, or that you provide to us).

1.6 By accessing any of the Platforms, you represent and warrant that:

(a) you are of legal age of majority to contract in the jurisdiction in which you reside and, in any event, no less than 18 years of age;

(b) you are legally capable and permitted to accede to the Terms; and

(c) that all data provided by you is true, reliable and accurate.

1.7 These Terms shall be void where prohibited by applicable law and you shall have no rights under the Terms in such circumstances.

2. User Profile

2.1 You must register an account for your child (“User Profile”) on a Platform if you wish to use certain of the services available through the Platform (including to make a booking request for Therapy services from a Therapy professional).

2.2 You will need to create a username and password to register your User Profile. As part of the registration of a User Profile, Neuroplay may require you to complete a verification process (in such manner as may be determined by Neuroplay from time to time) to verify the information which you have provided to Neuroplay. You agree to provide truthful, accurate and complete information when you register your User Profile (including in connection with any verification process) and you agree to maintain and update any information so provided. Any false identification, email address, telephone contact number or otherwise misleading information about your identity is strictly forbidden and Neuroplay shall be entitled to delete your User Profile in such circumstances.

2.3 By registering a User Profile, you represent that the information provided to Neuroplay is truthful, accurate and complete and that you will ensure that the information you have provided is constantly up to date. Your information can be updated by logging in to your User Profile and making the necessary changes.

2.4 Your User Profile is personal to you and is not transferable to third parties. You must only register one User Profile. However, up to two people (parents or guardians) can have access to the user profile. Multiple User Profiles for the same child will be deleted. Neuroplay reserves the right in its sole discretion to delete any User Profile it believes to be duplicative.

2.5 A User Profile registered on a Platform will be available for use across all Platforms, and you shall be able to access and use any Platform and/or the services available through any Platform using your registered User Profile.

2.6 You are responsible for safekeeping and maintaining the confidentiality of your username and password. You shall not disclose to any person your username or password and shall not permit or authorise any person to use your username or password for any purpose whatsoever. You agree to take reasonable measures and all due care to protect your username and password against misuse by third parties.

2.7 Neuroplay may treat any access to or use of a Platform and/or the services available through a Platform through your User Profile as access or use by you, notwithstanding that it may have been accessed or used by any other person without your knowledge or authority. You shall be personally responsible and liable for any such access and use (including all information posted on or transmitted via any or all of the Platforms by anyone using your username and password and any payments due for any services acquired through any or all the Platforms by anyone using your username and password).

2.8 Should you learn that your User Profile has been used in an unauthorised manner to access or use any of the Platforms and/or the services available through any of the Platforms or effect any transaction in connection with such access or use (“Unauthorised Use”), you shall:

(a) immediately notify Neuroplay of the Unauthorised Use;

(b) at Neuroplay’s request, make a police report of the Unauthorised Use;

(c) provide Neuroplay with any other information relating to the Unauthorised Use as Neuroplay may request; and

(d) immediately change the password to your User Profile.

2.9 Neuroplay may notify you of matters related to any or all of the Platforms or the services available through any or all of the Platforms (including transactional matters relating to such services) by sending an email message to the email address listed under your User Profile, an electronic message to the mailbox assigned to your User Profile or a letter via postal mail to the mailing address listed under your User Profile. Notices shall become effective immediately.

2.10 Neuroplay reserves the right in its sole discretion to delete your User Profile if Neuroplay determines in its sole discretion that you have breached any of these Terms.

3. Privacy

3.1 During your access to or use of a Platform or any of the services available through a Platform, Neuroplay may collect your personal information (including information you enter into your User Profile).

3.2 The personal information collected by Neuroplay will be maintained, used, disclosed, stored and/or transferred in accordance with Neuroplay’s Privacy Policy. You can access the Privacy Policy at https://www.nivaa.sg/terms-of-use/

3.3 Any information that you disclose in the public areas of any of the Platforms such as message boards and forums shall become public information. You should exercise caution when disclosing your personal information in this way.

4. Acceptable Use

4.1 You shall be responsible for any content that you post or transmit on or through any of the Platforms. If you have a User Profile, you may post ratings of service providers (“Ratings”) on the Platforms.

4.2 Ratings will identify the User Profile that has posted the Rating. Unjustified multiple Ratings, self-Ratings and other forms of Ratings which attempt to have a distorting influence on the Rating system are prohibited and may be deleted by the Company in its sole and absolute discretion.

4.3 The following provisions shall apply to all content (including Ratings) posted on or transmitted on or through any of the Platforms (“Content”):

(a) Content must:

i. be based on demonstrable facts, must be written fairly and objectively and must not contain any content which is offensive or abusive, liable to criminal prosecution or otherwise unlawful;

ii. comply with all applicable laws, rules and regulations in Singapore and/or any country from which they are posted; and/or

iii. not:

(A) contain any material which is defamatory of any person;

(B) contain any material which is obscene, offensive, hateful, inflammatory or sexually explicit;

(C) promote violence;

(D) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(E) promote any illegal activity;

(F) infringe the intellectual property rights of any other person;

(G) advocate, promote or assist any unlawful act, including, without limitation, copyright infringement or computer misuse;

(H) be likely to deceive any person;

(I) be made in breach of any legal duty owed to a third party, including, without limitation, a contractual duty or a duty of confidence; and/or

(J) be threatening, abuse or invade another’s privacy, or harass any other person as defined under the Protection from Harassment Act of Singapore 2014, or any other equivalent statute in any other jurisdiction.

(b) Content which violates the requirements set out in Clause 4.3(a) will not be published or may be deleted by Neuroplay in its sole and absolute discretion.

(c) Any content you upload to our sites will be considered non-confidential and non-proprietary and by posting or transmitting any Content on any of the Platforms, you grant Neuroplay, free of charge, a non-exclusive, royalty-free, worldwide, irrevocable, perpetual licence to use, store, copy, modify or otherwise exploit or deal with the content in any manner it sees fit, including using it for further services, passing it on to third parties or publishing it.

(d) Whenever you make use of a feature that allows you to upload Content to our Platforms, you must comply with the content standards set out in these Terms, including, but not limited to, the standards as set out in this Clause 4.

(e) You warrant that any such contribution does comply with these standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

4.4 You agree not to cause, nor knowingly allow others to cause, any nuisance, annoyance, or inconvenience, whether to Neuroplay or any of the users of any of the Platforms by any means.

4.5 You agree to use the Platforms in a manner consistent with all applicable laws and regulations. Specifically, you will not use any of the Platforms in any way:

(a) which breaches any of these Terms;

(b) to post, transmit, distribute, link to, or solicit content that contains any advertising and promotional message;

(c) which violates or infringes any applicable local, national or international laws, regulatory requirements or codes;

(d) which infringes or violates any copyright, trademark or any other intellectual property, personal or proprietary rights of any person, or violates any obligation of confidence or any other proprietary right;

(e) to post, transmit, distribute, link to, or solicit content that contains any obscene, offensive, defamatory or otherwise objectionable material;

(f) which undermines the security or integrity of any of the Platforms, including without limitation by importing any spyware, adware, viruses, Trojan horses, worms, keystroke loggers, time bombs or other disabling devices or harmful and malicious computer software intended to detrimentally interfere, damage, surreptitiously intercept or expropriate such computer software or hardware, equipment, systems or networks;

(g) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

(h) to post, transmit, distribute, link to, or solicit content that contains any errors, whether technical or otherwise; or

(i) to post, transmit, distribute, link to, or solicit content that contains any material in any form that would otherwise render Neuroplay liable or expose Neuroplay to any proceedings whatsoever.

4.6 You shall not use any robot, spider, or other automatic or manual device or process to monitor or copy any portion of any content contained in any of the Platforms without Neuroplay’s express written permission.

4.7 You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of any of the Platforms, or to impose an unreasonable or disproportionately large load on the servers serving any of the Platforms.

4.8 You also agree not to:

(a) download (other than page caching) or modify the Platforms, or any portion of it without our prior express written consent;

(b) collect and use of any product listings, descriptions, or prices;

(c) make any derivative use of the Platforms or its materials.

(d) download or copy account information for the benefit of another merchant;

(e) use data mining, robots, or similar data gathering and extraction tools.

(f) reproduce, duplicate, copy, sell, resell, publish, display or otherwise exploit for any commercial purpose the Platforms or its materials without our express written consent or in contravention of these Terms;

(g) use our trademarks or names in metatags and/or hidden text for the purposes of gaining higher rankings from search engines as unfair competition.

(h) link to any web page on the Platforms;

(i) use any meta tags or any other ‘hidden text’ utilising our name or trademarks;

(j) frame, inline link or utilize other techniques to associate or juxtapose any of our trademarks, logos, or other materials with advertisements and/or other information not originating from the Platforms; or

(k) access without authority, interfere with, damage or dispute:

(A) any part of the Platforms;

(B) any equipment or network on which the Platforms are stored;

(C) any software used in the provision of the Platforms; or

(D) any equipment or network or software owned or used by any third party.

4.9 You acknowledge that some of the content available on the Platforms may be posted on or via the Platforms by third parties, including content provided by blogs or reviews or comments made by users of the Platforms. Neuroplay shall not be responsible for the accuracy of or any errors or omissions in any Content available on any of the Platforms.

4.10 Neuroplay shall have the right (but not the obligation) in its sole discretion to monitor, refuse or remove any content that are available on any of the Platforms. Without limiting the foregoing, Neuroplay shall have the right to take any action as we deem appropriate in response to any content that violates these Terms or is otherwise objectionable (as determined by us in our sole and absolute discretion), including, but not limited to, the following actions:

(a) denying your right to use or access our Platforms;

(b) deleting or removing any Content uploaded by you to the Platforms;

(c) issuing a warning to you;

(d) commencing legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from your breach of these Terms;

(e) taking any further legal action against you as may be necessary in our sole and absolute discretion; and/or

(f) disclosing such information to law enforcement authorities as we reasonably feel is necessary.

4.11 Neuroplay may, from time to time and in its sole and absolute discretion, choose to monitor any of the Platforms. Notwithstanding the foregoing, Neuroplay assumes no responsibility for overseeing, monitoring or moderating any of the Platforms for inappropriate content and expressly excludes any liability for any loss or damage arising from the use of any Platform by you in contravention of our content standards, whether or not such Platform is moderated or not.

5. Intellectual Property

5.1 Content available on the Platforms (including information, communications, software, images, sounds contained on or available through the Platforms) is provided by Neuroplay, its content providers and third-party licensors. The intellectual property rights to or over the contents available on the Platforms shall belong, at all times, to Neuroplay, its content providers and/or third-party licensors. All rights are reserved. No right, title or interest in our materials is conveyed to you. You may not download (other than page caching) or modify the Platforms, or any portion of it, except with our prior express written consent. This license does not include any resale or commercial use of the Platforms or its materials; any collection and use of any product listings, descriptions, or prices; any derivative use of the Platforms or its materials; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.

5.2 Subject to Clause 5.3, you must not reproduce, modify, transfer, distribute, republish, download, post, or transmit in any form or by any means, including electronic, mechanical photocopying or recording, any of the content available on any of the Platforms without the prior written permission of Neuroplay. Without prejudice to the foregoing, you agree that the material and content contained within or available through the Platforms may not be used for commercial purposes or distributed commercially.

5.3 Notwithstanding Clause 5.1 and subject to these Terms, Neuroplay hereby grants you a limited license to access and make personal use of the Platforms and you may view, store, print and display the content available on the Platforms solely for your personal, non-commercial use.

5.4 We have a no-tolerance policy regarding the use of our trademarks or names in metatags and/or hidden text. Your access to or use of the Platforms should not be construed as granting, by implication, estoppel or otherwise, any licence or right to use the trademarks, tradenames, logos or service marks appearing on any of the Platforms, including, but not limited to, via metatags and/or hidden text, without Neuroplay’s prior written consent. Specifically, the use of our trademarks or names in metatag keywords is trademark infringement, and the use of trademarks or names in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines is unfair competition. You may not, without Neuroplay’s express prior written consent, do any of the following:

(a) use any of such trademarks, tradenames, logos or service marks as a hyperlink to Neuroplay’s website or any of the Platforms or any other website or platform.

(b) link to any web page on the Platforms;

(c) use any meta tags or any other ‘hidden text’ utilising our name or trademarks; or

(d) frame, inline link or utilize other techniques to associate or juxtapose any of our trademarks, logos, or other materials with advertisements and/or other information not originating from our Platforms.

5.5 The Platforms or any portion of it may not be reproduced, duplicated, copied, sold, resold, visited, published, displayed, or otherwise exploited for any commercial purpose without our express written consent. All rights not expressly granted are reserved by Neuroplay.

5.6 You may not modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code for the computer systems and other technology that operate any of the Platforms or create derivative works based on any of the Platforms. For the purposes of these Terms, “reverse engineering” shall include the examination or analysis of any of the Platforms to determine the source code, structure, organisation, internal design, algorithms or encryption devices of any of such Platform’s underlying technology.

5.7 Any unauthorized use terminates your limited license, and we may revoke this limited license at any time for any or no reason whatsoever. In the event of a violation of these Terms, Neuroplay reserves the right to seek all remedies available by law and in equity. Neuroplay retains the right at our sole discretion to deny access to anyone to the Platforms, at any time and for any or no reason, including, but not limited to, for violation of these Terms.

6. Disclaimer of Warranties

6.1 The use of any and all of the Platforms is at your own risk.

6.2 Neuroplay takes certain industry-accepted precautions to secure the Platforms or portions of the Platforms. However, Neuroplay does not represent or warrant that:

(a) that the Platforms, information, content, materials or services included on or otherwise made available to you through the Platforms, their servers, or email sent from us are free of viruses or other harmful components;

(b) the access to or use of the Platforms will meet your requirements;

(c) the Platforms will always be available;

(d) the access to or use of the Platforms will be uninterrupted, timely, secure, error-free or virus-free, or free from other invasive or damaging code;

(e) the quality of any products, services, information, or other material (including the content and services) purchased or obtained by you through your access to or use of the Platforms will meet your expectations; or

(f) any errors in the Platforms will be corrected.

6.3 By accessing and using any of the Platforms, you understand and agree that:

(a) You assume total responsibility and risk for your access to and use of the Platforms. Neuroplay does not make any express or implied warranties, representations or endorsements whatsoever with regard to any of the Platforms or any content or service provided through any of the Platforms, and shall not be liable for any cost or damage arising directly or indirectly from any such transaction. The Platforms and all information, content, materials and services included on or otherwise made available to you through the Platforms are provided on an ‘as is’ and ‘as available’ basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of the Platforms or the information, content, materials or services included on or otherwise made available to you through the Platforms, unless otherwise specified in writing. You expressly agree that your use of the Platforms is at your sole risk.

(b) Any content downloaded, uploaded or otherwise obtained through your access to and use of any of the Platforms is done at your own risk and discretion. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, and other information provided through the Platforms.

7. Indemnity

7.1 To the extent permitted by applicable law, you agree to indemnify and hold harmless Neuroplay, its shareholders, directors, officers, employees, agents, partners and representatives (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, judgments, losses, liabilities, damages, costs and expenses of whatever nature (including legal costs on a full indemnity basis) which any or all of the Indemnified Parties may incur or suffer as a result of, arising out of or in connection with your access to or use of any of the Platforms, any information or Content you submit, post to or transmit through the Platforms, your violation or breach of any of these Terms, or your infringement or violation of the rights of any third party.

7.2 The obligations under this Clause 7 shall survive any termination of your relationship with Neuroplay and/or your access to or use of the Platforms. Neuroplay reserves the right to assume the defence and control of any matter subject to indemnification by you, in which event you will cooperate with Neuroplay in asserting any available defences.

8. Limitation of Liability

8.1 To the extent permitted by applicable law, Neuroplay shall not be liable to you in any way whatsoever for any loss, damages or costs, whether in contract or tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with your access to or use of any of the Platforms or other content or services provided through any of the Platforms, including, but not limited to:

(a) direct, indirect, incidental, punitive, and consequential damages, lost profits or revenues, costs of replacement, business interruptions, loss of data or damages resulting from use of or reliance on the information present, even if Neuroplay is expressly advised about the possibility of such damages, unless otherwise specified in writing;

(b) losses and/or damages that are not covered by our specific product or services warranties; or

(c) losses and/or damages caused by your violation of these Terms.

8.2 If you are dissatisfied with any portion of any of the Platforms or with any provision in these Terms, your sole and exclusive remedy is to terminate the Terms and discontinue your access to or use of the Platforms.

9. Third Party Websites and Third-Party Content

9.1 The Platforms may contain hyperlinks or other redirection tools to websites or applications that are owned or operated by third parties (“Third Party Sites”). Such Third Party Sites are not controlled by Neuroplay and do not form part of any of the Platforms. If you choose to use such hyperlinks or redirection tools to access such Third Party Sites, you agree to review and accept such Third Party Sites’ terms and conditions of use before accessing such Third Party Sites. Any access such Third Party Sites shall be at your own risk.

9.2 Neuroplay does not assume any responsibility for material created or published by such Third Party Sitesi, and by providing a link to such third party websites or applications, Neuroplay does not imply that Neuroplay endorses the websites or applications or the products or services referenced in such websites or applications. You acknowledge that Neuroplay has no control over, excludes all liability for and cannot be deemed to have endorsed the content of any material on the Internet which can be accessed by using the Platforms.

9.3 You agree that caching, hyperlinking to, and framing of Neuroplay’s website or any of its contents are strictly prohibited.

9.4 Neuroplay reserves all rights to disable any links to, or frames of any website containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, material or information, or material or information that violates any written law, any applicable intellectual property or proprietary, privacy or publicity rights. Neuroplay also expressly reserves the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Platforms constitutes a violation of their intellectual property rights, or of their right to privacy.

10. Dispute Resolution

10.1 These Terms shall be governed by and construed in accordance with the laws of Singapore without regard to principles of conflict of laws.

10.2 Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 10.

10.3 The seat of the arbitration shall be Singapore. The arbitral tribunal shall consist of one (1) arbitrator.

10.4 Notwithstanding anything to the contrary in these Terms, Neuroplay, may at any time without regard to any notice periods required by the provisions in these Terms, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction.

11. General

11.1 No failure or delay by Neuroplay in exercising any right or remedy under these Terms shall operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy under these Terms preclude any other or further exercise thereof or the exercise of any other right or remedy.

11.2 If any provision in these Terms shall be, or at any time shall become invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not in any way affect or impair any other provision of these Terms, but these Terms shall be construed as if such invalid or illegal or unenforceable provision had never been contained in these Terms.

11.3 You shall not assign, transfer or subcontract, or purport to assign, transfer or subcontract, any of your rights, interests or obligations under these Terms without the express prior written consent of Neuroplay. Neuroplay shall be entitled to assign, transfer or subcontract any or all of its rights, interests and obligations under these Terms to any third party at any time without your prior written consent.

11.4 A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any provision of these Terms.

02

Privacy Policy

Data Protection

03

Service Agreement (Client)

Parent & Family Agreement

This Client Services Agreement (Agreement) sets forth the terms and conditions whereby client (Client) agrees to obtain certain services (as described at the Neuroplay Services Page https://www.nivaa.sg/) (Therapy Services) from a fully-licensed (to the extent required by applicable law) and qualified therapist (Therapist) that may, from time to time, be referred via the web-based platform or mobile application of Neuroplay Systems Pte. Ltd., a company incorporated under the laws of Singapore with a registered office at 83 Science Park Drive, #02-03/04, The Curie, NUS Enterprise @ Singapore Science Park Singapore 118258 (Neuroplay). If you are a Client, by submitting a Booking Request (as defined below), you agree to this Agreement with the applicable Therapist, and if you are a Therapist, you agree to this Agreement upon acceptance of a Booking Request. Your contact information, including mailing address, phone number and email address is located on your account profile page and is incorporated herein by reference. You are obligated to maintain this information and ensure it is current. If you’re agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organization or entity). This Agreement sets out the obligations of Client and Therapist in connection with the provision of Booked Services (as defined below).

1. BACKGROUND.

1.1 What Neuroplay Does.

Neuroplay is the creator of a technology platform that creates a marketplace to connect Clients with Therapists to provide Therapy Services. Neuroplay provides a web-based and mobile application-based portal (NIVAA) through which Clients may connect with a network of Therapists to arrange a variety of Therapy Services on behalf of themselves or others (Care Recipient). If you are a Client acting on behalf of a Care Recipient, you agree that you are accepting this Agreement on behalf of such Care Recipient and that you have the authority to bind such Care Recipient to this Agreement. Therapist provides Therapy Services to Care Recipients strictly as an independent contractor, and not as an employee, worker, agent, joint venturer, partner or franchisee of Neuroplay or any Client for any purpose, unless Therapist identifies him or herself as an employee of Neuroplay. Neuroplay’s role is limited to offering the technology platform as a source of referrals for Clients and Therapists and facilitating payments from Clients to Therapists.

1.2 How The NIVAA Platform Works.

Before receiving access to the NIVAA Platform, you must also review and agree to the Terms of Use and Privacy Policy of the NIVAA Platform, which you acknowledge that you have reviewed and accepted. From time to time, in their sole and complete discretion, Clients may submit a request to NIVAA for Therapy Services, setting forth the nature of the Therapy Services required (Booking Request). NIVAA will review the Booking Request and decide in its sole discretion whether NIVAA is able to assist with the Booking Request. If NIVAA is able to assist with the Booking Request, NIVAA will make such Booking Request available on the NIVAA platform to the Therapists. To the extent feasible, NIVAA will provide details relating to the Booking Request, including requested Therapy Services, location and booking time. Some of the details necessary for Therapist to provide the Therapy Services may also be provided by Clients. Clients are solely responsible for the accuracy of such details, and NIVAA is not responsible for verifying any such details.

Therapists have the opportunity, in their discretion, to accept a Booking Request from a Client. Once the Therapist accepts the Booking Request from the Client, the NIVAA Platform will confirm the Booking Request has been booked by the Client (Booked Service) and notify Therapist and Client, at which point, this contract is formed directly between Client and Therapist. For the avoidance of doubt, Booked Services are Care Services for which a Therapist has agreed to deliver service to the Client. The parties understand and agree that NIVAA acts as a disclosed agent for the purposes of entering into this contract. You agree that your name, phone number, rating, and other profile information may be provided or made available after a Therapy Service is booked.

1.3 Booking Requests.

When submitting a Booking Request, Client agrees to provide NIVAA with the following information:

The specific therapy service requested;
The location where the Therapy Serves are to be carried out (Service Location);
The times and dates during which the Care Services are to be undertaken by Therapist (Scheduled Hours), including the first time at and date on which the Care Services are to be carried out (Service Start Time) and the last time at and date on which the Care Services are to be completed (Service End Time); and
Any other information reasonably requested by NIVAA.

Client agrees to notify NIVAA immediately of any changes to the above information. Failure to notify or provide such information to NIVAA shall entitle NIVAA to deactivate or deprioritize a Booking Request.

2. THE SERVICES.

2.1 Provision of Services.

By submitting a Booking Request, Client is deemed to have agreed to receive the Booked Service at the Service Location and Scheduled Hours as specified in the Booking Request. In order to submit or accept (as applicable) a Booking Request, Client and Therapist must possess a smartphone, tablet, desktop or laptop computer equipped with access to the NIVAA Platform (Compatible Device), subscribe to an appropriate data or broadband internet plan, and have access to NIVAA’s web or mobile application (Application) onto the Compatible Device. All Booking Requests must be submitted and accepted through the Application, through NIVAA’s hotline, or via any other authorized process made available by NIVAA.

Therapist is contractually obligated to complete the Booked Service at the Service Location and Scheduled Hours. Client is responsible for providing access to the Service Location to Therapist and any of its sub-contractors, agents, or employees (Sub-Contractors) in order for Therapist to perform the Booked Service. Client agrees to provide a safe, suitable environment for Therapist to perform the Booked Service. Client shall be responsible for doing and providing all things reasonably necessary for Therapist to perform the Booked Service. To the extent applicable, Client shall obtain, operate, and maintain in good working order all equipment and ancillary services needed for Therapist to provide the Booked Services.

NIVAA shall not control or have any right to control the manner or means by which Therapist performs the Care Services, and NIVAA has no obligation (but has the right) to inspect Therapist’s work for quality purposes.

2.2 Client Reviews.

Client may rate and review a Therapist at the end of every Booked Service. If Therapist fails to complete a Booked Service to Client’s reasonable satisfaction, or if there is any damage caused to Client by Therapist, Client shall notify NIVAA within seven (7) business days following the completion of the Booked Service. Upon such notification, NIVAA may request that Therapist arrange, via NIVAA, at a date and time mutually agreed with Client, to complete the Booked Services or rectify the Booked Services, and no additional payment will be due by Client until the issue has been resolved. NIVAA may in its sole discretion, but has no obligation to, make compensatory payments or fee waivers to Client for any damage alleged to have been caused to Client by Therapist

2.3 Cancellations; Amendments.

Client may cancel or amend a Booked Service (Modification) up to twenty-four (24) hours before the Service Start Time free of charge. For the avoidance of doubt, changes to the Scheduled Hours and Service Location are considered Modifications. There is no guarantee that a Modification will be accommodated. If Client requests a Modification within the twenty-four (24) hour period before the Service Start Time, Client will be charged a fee for the Modification. Client understands and agrees that a Modification may not be able to be accommodated on such short-notice. Our cancellation and change policy is available here https://www.nivaa.sg/terms-of-use/.

Repeated Modifications requested on short-notice by Client may result in termination of this Agreement in accordance with Section 9 or deactivation or de-prioritization of Client’s Booking Requests and/or the NIVAA Platform.

Up to twenty-four (24) hours before the Service Start Time, NIVAA may notify Client of a modification to a Booked Service requested by Care Pro. Client shall notify NIVAA within four (4) hours following receipt of such notice if Client rejects any such modification, and Client may cancel such Booked Service. Failure to notify NIVAA within the foregoing time period shall be deemed acceptance of the modification.

2.4 Use of Voice, Image and Ratings.

Client and Therapist may be required to submit an image for use by the NIVAA Platform to facilitate identifying Therapist with Clients. Each party represents and warrants that it owns (or has sufficient licenses to) the copyright of any image or ratings that it provides.

2.5 Call and SMS Data.

NIVAA may mask phone numbers when Care Pro calls or exchanges text (SMS) or non-SMS, internet-based text messages with Client through the Mobile or Web Application. The parties consent to the masking process described above and to NIVAA’s sending text (SMS) or non-SMS, internet-based text messages directly as described in the Terms of Use. The parties understand and agree that each party may have access to the other party’s phone number outside of the Mobile or Web Application.

3. SERVICE FEES.

NIVAA will invoice Client on behalf and in the name of Therapist for fees payable by Client for the Booked Services (Booked Services Fees) after completion of the Booked Services or at some other frequency as determined by NIVAA in its discretion. All amounts are due and payable to NIVAA as specified in the applicable invoice. All payments shall be made in full in SGD. Any amount not paid when due shall bear a late payment charge at the rate of 1.5% per month or, if less, the maximum amount permitted by law. All payments to NIVAA are exclusive of taxes, goods and services taxes, duties, tariffs, withholdings, levies and similar assessments and Client agrees to bear and be responsible for the payment of all such charges. All payments due shall be made to the third party escrow and payment agent engaged by NIVAA to collect the Booked Service Fees and process the relevant payments (Payment Agent). Payment Agent will collect the Booked Service Fee from Client.

Booked Service Fees may change at any time.

4. CONFIDENTIALITY AND PRIVACY; DATA.

Each party will receive certain private and/or confidential information from and regarding the other party, and will also receive or have access to proprietary or confidential information relating to Neuroplay, the NIVAA Platform, and Neuroplay’s Services. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the disclosing party, the receiving party agrees that he or she shall not use, publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the other party, including addresses, telephone numbers and/or operational details. Each party will not engage in any activity which violates the privacy of the other party, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of the other party or his or her personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Failure to comply with the foregoing shall constitute a material breach of this Agreement.

Client may upload, store, share and otherwise process data about Care Recipient in the Mobile or Web Application (Care Recipient Data). Therapist shall seek Client’s consent prior to uploading and sharing any Care Recipient Data through the Mobile or Web Application. Care Recipient Data shall be considered Client’s confidential information.

NIVAA will process personal information of Therapist, Client, and Care Recipient in accordance with the Personal Data Protection Act 2012 (PDPA).

5. RELATIONSHIP OF THE PARTIES.

Therapist is an independent contractor and has not been engaged by NIVAA to perform services on NIVAA’s behalf, and shall not make any agreements or representations on NIVAA’s behalf, unless Therapist identifies him or herself as an employee of NIVAA. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Client and NIVAA for any purpose.

6. REPRESENTATIONS AND WARRANTIES.

Therapist represents and warrants that: (a) Therapist has the legal right to provide the Care Services that are contemplated by this Agreement; (b) Therapist is fully-licensed (to the extent required by applicable law) and authorized to provide the Care Services contemplated by this Agreement, and has the required skill, experience, and qualifications to perform the Care Services; (c) Therapist shall perform the Care Services in a professional and diligent manner in accordance with best industry standards for similar services; and (d) Therapist shall perform the Care Services in accordance with all applicable laws, rules and regulations, including, but not limited to, the PDPA. Therapist acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

Client represents and warrants: (a) it has the full power and authority to execute, deliver and perform all of its obligations under this Agreement and provide all of the information requested by it hereunder; and (b) all information provided by it or on its behalf shall be complete and accurate.

7. DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THERAPIST NOR NIVAA MAKES, AND THERAPIST AND NIVAA HEREBY DISCLAIM, ANY WARRANTIES AND OR CONDITIONS OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR REASONABLE CARE AND SKILL. THE CARE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. Products and services purchased or offered (whether or not following such recommendations and suggestions) through Therapist or NIVAA are provided “AS IS” and without any warranty of any kind from NIVAA, Therapist, or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). Any manufacturer or third-party warranties with respect to products or services purchased or offered hereunder will pass through to Client.

8. LIMITATION OF LIABILITY.

EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR IF VOID UNDER APPLICABLE LAW, (A) THE AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, STRICT LIABILITY, NEGLIGENCE AND/OR OTHER TORT, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE FOR THE BOOKED SERVICE GIVING RISE TO SUCH LIABILITY, AND (B) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE BOOKED SERVICES, EVEN IF ADVISED, IN EACH CASE, OF THE POSSIBILITY OF SUCH DAMAGES.

NIVAA is not responsible or liable for the actions or inactions of Client or Care Recipient in relation to the Care Services received by Care Recipient, or the actions or inactions of a Therapist or other third party in relation to the Care Services received by Care Recipient. Client understands, therefore, that by using the NIVAA Platform, Client will be introduced to third parties, and that Client use the NIVAA Platform at his/her own risk.

9. TERM; TERMINATION.

9.1 Term.

This Agreement shall be effective as of the date it is executed by the parties and shall remain in effect unless and until terminated as set forth in this Section 9 (the Term).

The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, and each Booked Service is treated as a separate service arrangement.

9.2 Termination.

(a) Either party may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, or Client’s failure to comply with its payment obligations as described herein.

In the event there is a dispute whether either party materially breached the Agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, as described in Section 12.2 below.

(b) In addition to the foregoing, either party may terminate the Agreement for any reason upon fifteen (15) days’ written notice to the other party.

9.3 Client’s Obligations Upon Termination.

Upon termination of this Agreement for any reason, Client shall pay to NIVAA (a) any outstanding Booked Service Fees due prior to termination of this Agreement and (b) all Booked Service Fees for any outstanding Booked Services completed after termination of this Agreement.

9.4 Surviving Provisions.

The terms and conditions of this Section 9.4 and Sections 4, 5, 6, 7, 8, 9.3, 10, 11, and 12 (including, but not limited to, Section 12.2) and all accrued payment obligations shall survive the expiration or termination of this Agreement.

10. SOLICITATION.

Client understands that Therapist may be engaged or employed in any other business, trade, profession, or other activity, including providing services to customers booked through means other than the NIVAA Platform, including other web-based portals. Unless authorized by NIVAA, Therapist shall not promote, offer, solicit, advertise, or otherwise contact Client to provide additional, similar, or any other services to Client and or Care Recipient outside of the NIVAA Platform. Notwithstanding the foregoing, Client agrees not to affirmatively solicit services from and/or hire a Therapist originally referred through the NIVAA Platform through any means other than the NIVAA Platform for a period of six (6) months following Client’s engagement, unless Client has obtained the prior written consent of NIVAA. If Client fails to comply with this Section 10, Client shall pay a referral fee of S$1,000 to NIVAA and NIVAA may terminate this Agreement and deactivate Client’s access to the NIVAA Platform.

The restriction set out in this Section 10 is considered by the parties to be reasonable and necessary to protect Neuroplay’s legitimate interests. While the restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if for any reason, any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of Neuroplay’s legitimate interests, the prohibitions shall be effected to the fullest extent permissible under applicable law. If any provision or part of a provision in this Section 10 is held or found to be void, invalid or otherwise unenforceable, it shall be deemed to be severed from such provision but the remainder of such provision shall remain in full force and effect.

11. ASSIGNMENT.

Neither party may assign this Agreement, absent written authorization by the other party.

12. DISPUTE RESOLUTION; GOVERNING LAW.

12.1 Informal Negotiations.

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between the parties, the parties agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration proceeding. Such informal negotiations will commence upon written notice. Each party’s address for such notices is the address set forth in his/her account. Neuroplay may facilitate such informal negotiations in its sole discretion.

12.2 Mutual Arbitration Provision.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by binding arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Section 12.2. The seat of the arbitration shall be Singapore. The arbitration shall be conducted in English. The arbitral tribunal shall consist of one arbitrator. Notwithstanding anything to the contrary in this Agreement, any party may at any time without regard to any notice periods required by the provisions hereof, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction.

12.3 Governing Law.

This Agreement shall be governed and interpreted pursuant to the laws of the Republic of Singapore, notwithstanding any principles of conflicts of law.

13. MODIFICATION.

Each party hereby expressly acknowledges and agrees that, by using or receiving access to the NIVAA Platform, each party is bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein. Neuroplay may unilaterally modify this Agreement by issuing an update of this Agreement. This Agreement, as amended, will be deemed accepted by Client upon submission of a Booking Request following such amendment and shall be deemed to be accepted by Therapist upon acceptance of a Booking Request.

14. MISCELLANEOUS.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to each party at the address set forth in his/her account. The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission), certified or registered mail (in each case, return receipt requested, postage prepaid), or through the NIVAA Platform. This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. This Agreement may be executed in multiple counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Neuroplay’s website or the NIVAA Platform. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this Agreement.

Each party acknowledges that it has read and understands this Agreement and also acknowledges that it had a reasonable and adequate opportunity to seek and receive independent legal advice, at its own expense, prior to signing this Agreement.

BY CHECKING THE BOX STATING I AGREE TO THE CLIENT SERVICES AGREEMENT, YOU HEREBY AGREE TO THIS CLIENT SERVICES AGREEMENT AND AGREE TO ACT IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN.

You understand that your electronic signature is as legally binding as a handwritten signature.

04

Service Agreement (Therapist)

Provider Agreement

THIS INDEPENDENT SERVICE PROVIDER AGREEMENT (this “Agreement”) sets forth the terms and conditions whereby you, a service provider fully-licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (the “Service Provider” or “you”), agree to provide certain services (as may be more particularly described at the Neuroplay Services Page, which may be accessed at the following link: https://www.nivaa.sg/services/ (“Therapy Services”) to third parties that may, from time to time, be referred to you via the web-based platform or mobile application of NeuroPlay Systems Pte. Ltd., a company incorporated under the laws of Singapore with a registered office at 83 Science Park Drive, #02-03/04, The Curie, NUS Enterprise @ Singapore Science Park, Singapore 118258 (“Neuroplay” or the “Company”).

(The Company and the Service Provider shall be collectively referred to as the “Parties” and each, a “Party”).

Your contact information, including mailing address, phone number and email address is located on your account profile page and is incorporated herein by reference. You are obligated to maintain this information and ensure it is current.

1. Background

1.1 What We Do

NeuroPlay is the creator of a technology platform, NIVAA, that creates a marketplace to connect potential clients, which may be individuals or institutions (“Clients”) with fully-licensed (to the extent required by applicable law) and qualified professionals, such as the Service Provider, to provide Therapy Services to the Clients. NeuroPlay provides a web-based and mobile application-based portal (“NIVAA”) through which Clients may connect with a network of Service Providers with whom they may arrange for the provision of a variety of Therapy Services by the Service Provider on behalf of the Clients or others (“Therapy Recipient”).

You understand and agree that you will provide the Therapy Services to the Therapy Recipients strictly as an independent contractor, and not as an employee, worker, agent, joint venturer, partner or franchisee of NeuroPlay or any Client for any purpose. For the avoidance of doubt, Neuroplay’s role is strictly limited to offering the NIVAA technology platform (the “NIVAA Platform”) as a source of referrals for the Clients and Service Providers, facilitating payments from the Clients to the Service Providers, and in providing specific digital tools for collecting data and communicating progress of the Therapy Recipients to the Clients. The Parties acknowledge and agree that the Therapy Services will be performed in a designated location as may be requested by the Clients.

1.2 The NIVAA Platform and Terms of Use

By entering into this Agreement with NeuroPlay, you hereby agree to be listed on NIVAA’s database of Service Providers for the purpose of receiving Booking Requests (as defined below). Before you are granted access to the NIVAA Platform, you must also review and agree to the Terms of Use and Privacy Policy of the NIVAA Platform, which may be accessed at the following links: https://www.nivaa.sg/terms-of-use/ and https://www.nivaa.sg/terms-of-use/, and which are incorporated herein by reference and which you acknowledge that you have reviewed and accepted by entering into this Agreement. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall prevail in the event of such inconsistencies. From time to time and in their sole and complete discretion, the Clients may submit a request to NIVAA for the provision of Therapy Services, setting forth the nature of the Therapy Services required and any other information (“Booking Request”). Neuroplay shall review the Booking Requests and decide in its sole and absolute discretion whether Neuroplay is able to assist with the Booking Request. If Neuroplay is able to assist with the Booking Request, Neuroplay will make such Booking Request available to you. To the extent feasible, Neuroplay will provide sufficient details relating to the Booking Request, as may be decided by Neuroplay in its sole and absolute discretion, including, without limitation, requested Therapy Services, location, type of service needed, specialty and sub-specialty of service needed, and booking time. Some of the details necessary for Service Provider to provide the Therapy Services may also be provided by the Clients and/or Therapy Recipients. The Clients shall bear the sole responsibility and liability for the accuracy of such details, and Neuroplay shall not be responsible nor liable for the independent verification of any such details. Neuroplay does not guarantee any minimum number of Booking Requests to be available to Service Provider at any point during the term of this Agreement.

The Service Provider will have the opportunity to review Booking Requests on the NIVAA Platform and agree to the Client’s Booking Request as described herein. The Service Provider shall not have any obligation to accept Booking Requests. However once the Service Provider has accepted a Booking Request, the Service Provider will be subject to Neuroplay’s cancellation policy, which may be accessed at the following link: https://www.nivaa.sg/terms-of-use/. Multiple Service Providers may agree to a Client’s Booking Request. Once a Service Provider agrees to a Booking Request (“Booked Service”), Neuroplay will send the Service Provider’s profile and availability to the Client. The Client will then book a time slot in the Service Provider’s calendar and make payment. Once the Client makes the payment for its Booking Request, a contract is deemed to have been formed directly between the Client and the Service Provider for the Service Provider to complete the Booked Service. For the avoidance of doubt, Booked Services are Therapy Services that you have represented and warranted you are licensed and qualified to provide in your profile in the NIVAA platform and Neuroplay has approved your profile for the said services. You hereby appoint Neuroplay to be its disclosed agent for the purposes of entering into such a contract with Client. You agree that your name, phone number, client ratings, and other profile information may be provided or made available to a Client by or on behalf of Neuroplay.

1.3 Background Checks

Before receiving access to the NIVAA Platform, the Service Provider must submit to and pass a background check through Neuroplay’s background check provider. After receiving access to the NIVAA Platform, Neuroplay may, from time-to-time, in its sole and absolute discretion and in accordance with applicable law, conduct additional background checks on the Service Provider through Neuroplay’s background check provider. For the purposes of such background checks, the Service Provider hereby agrees to furnish Neuroplay with all such information and supporting documents as it may require.

1.4 Requirements

Prior to being able to accept Booking Requests, the Service Provider shall provide Neuroplay with the following information relating to the Service Provider:

(a) Contact details, including, the full legal name, address, date of birth, gender, telephone number, photograph, bank account details, credit card details and email address of the Service Provider;

(b) A copy of the Service Provider’s Singapore identity card (or, if Service Provider is a business or company, a copy of the Singapore identity card of each of its partners or directors and that of any sub-contractor, employee and/or assistants (“Sub-Contractors”) which Service Provider wishes to utilize in the provision of the Booked Services);

(c) A copy of the relevant up-to-date educational and professional licenses, certificates (for example, Allied Health Registration Number, practicing certificates, etc.) and any other professional qualification documentation as may be requested from time to time by Neuroplay, and a health screening report of the Service Provider;

(d) References of previous employer(s) and/or trainer(s) with whom the Service Provider has worked, if so requested by Neuroplay;

(e) The Service Provider’s Language, race and religion;

(f) Timeslots during which the Service Provider expects to be available for the provision of the Therapy Services;

(g) The scope of Therapy Services Service Provider is duly licensed, qualified and willing to provide; and

(h) Any other information as may be reasonably requested by Neuroplay.

The Service Provider agrees to notify Neuroplay immediately and without undue delay of any changes to the above information. The Service Provider agrees to provide Neuroplay with any updates to the above information, including but not limited to, copies of renewed licenses and certificates and any other professional qualifications, as required by applicable law, rules or regulation. Failure to notify or provide such information to Neuroplay shall entitle Neuroplay to deactivate or deprioritize the Service Provider’s access to Booking Requests and/or the Neuroplay Platform. The information provided by Service Provider as set forth in this Clause 1.4 is required by Neuroplay to carry out its business and Neuroplay shall process such information in accordance with the Personal Data Protection Act 2012 (“PDPA”) and in accordance with its Privacy Policy, which may be accessed at the following link: [www.nivaa.sg/terms-of-use/]. The Service Provider hereby consents and agrees to the collection, use, disclosure, transfer and storage of its information for NIVAA to assess the suitability of the Service Provider for the NIVAA Platform, to recommend the Service Provider for particular Booking Requests, to conduct general marketing analysis and outreach with respect to Therapy Services, and to improve internal business operations.

To ensure the safety and security of Clients, Neuroplay reserves the right in its absolute and sole discretion to reject, remove, or otherwise cease its recommendation of any Service Provider or Sub-Contractors from the NIVAA Platform whom it deems unfit, in its sole and absolute discretion, to provide the Therapy Services.

2. The Services

2.1 Booking Requests

The Service Provider shall be eligible to receive Booking Requests through the NIVAA Platform requesting any Therapy Services that the Service Provider is appropriately qualified and fully-licensed (to the extent required by the applicable law) to provide. In jurisdictions where a license, permit, or certification is required by the Service Provider in order to perform the Therapy Services, the Service Provider shall, upon request by Neuroplay, promptly and without undue delay, provide proof to Neuroplay of all necessary, up-to-date licenses, professional qualifications, permits and/or certifications before the Service Provider provides any such Therapy Services under this Agreement.

To ensure that the NIVAA Platform remains a reliable source of referrals, once a Booking Request from Client is confirmed by the Service Provider, the Service Provider shall be contractually obligated to complete the Booked Service to the satisfaction of the Client. By accepting a Booking Request, the Service Provider is deemed to have agreed to perform the Booked Service at the location, time and dates as specified in the Booking Request, and the Service Provider further agrees that by accepting the Booking Request, the Service Provider agrees that the estimated amount of time to carry out the Therapy Services as specified in the Booking Request is an appropriate timeframe in which the Service Provider can effectively and efficiently complete the Booked Services. In order to accept Booking Requests from Clients, the Service Provider must possess a smartphone, laptop, or a desktop computer equipped with access to the NIVAA Platform (“Compatible Device”), subscribe to an appropriate mobile data or internet plan, and be able to access to Neuroplay’s Service Provider web portal or mobile application (“Application”) onto the Compatible Device used by the Service Provider. All Booking Requests from Clients must be accepted through the Application. The Service Provider will record his or her time and provide the Client with summaries through the Application.

Neuroplay collects the latitude and longitude location (“Location Coordinates”) of the Compatible Device for a period of time prior to the scheduled start of a Booked Service for the purpose of confirming when a Service Provider has begun providing the Booked Service, and following the scheduled end of a Booked Service for the purpose of confirming that the Booked Service is completed. In addition, Neuroplay may collect the Location Coordinates of the Compatible Device to verify the Service Provider’s location at the Therapy Recipient’s location and site. Neuroplay may also disclose the Service Provider’s location information and contact information as required by applicable law, to authorized service providers, or when Neuroplay believes that such disclosure is necessary to protect the rights, interests, property, or safety of Neuroplay, NIVAA Platform users, Clients, Therapy Recipients, or others. Neuroplay has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Service Provider provides the Therapy Services contemplated by this Agreement, or the frequency with which the Service Provider uses the NIVAA Platform. Neuroplay retains Location Coordinates information to confirm that the Booked Services have been completed and retains de-identified Location Coordinates data indefinitely. By executing this Agreement, the Service Provider agrees to the use and disclosure of Location Coordinates information as described above.

2.2 Provision of Therapy Services

The Service Provider shall be solely responsible for determining the manner and method of performing all Therapy Services under this Agreement. The Service Provider may personally provide Therapy Services or permit Sub-Contractors approved by Neuroplay to perform Therapy Services. The Service Provider and any Sub-Contractors will comply with reasonable guidelines, specifications, instructions, policies and/or codes of conduct and practice as may be provided by Neuroplay from time to time. While performing all Therapy Services, the Service Provider shall comply with Neuroplay’s dress code policy, available at https://www.nivaa.sg/terms-of-use/.

Unless otherwise provided for, the Service Provider shall be, at all times while this Agreement is in effect, free from the supervision, control and direction in the performance of the Therapy Services. Neuroplay shall not control or have any right to control the manner or means by which Service Provider performs the Therapy Services, including but not limited to the Booking Requests that a Service Provider accepts, or the manner in which the Service Provider completes Booked Services. Neuroplay shall have the right, but not the obligation, to inspect the Service Provider’s provision of the Booked Service at any time as it may determine in its sole and absolute discretion for the maintenance of quality purposes.

To the extent required by applicable law, the Service Provider agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating his or her business, which shall be borne solely by the Service Provider.

The Service Provider understands and agrees that the Service Provider’s failure to complete a Booked Service in accordance with the Client’s requirements as described through the NIVAA Platform constitutes a material breach of this Agreement and may result in termination of this Agreement in accordance with Clause 9. If the Service Provider fails to complete a Booked Service in accordance with this Agreement, the Service Provider understands and agrees that Neuroplay may request that the Service Provider arrange, via the NIVAA platform, a date and time as mutually agreed with Client, to complete the Booked Services or rectify the Booked Services to the reasonable satisfaction of the Client, and no additional payment shall be paid to the Service Provider. Neuroplay may make compensatory payments or fee waivers to the Client for any damage alleged to have been caused to the Client by the Service Provider, which shall be deemed as full and final satisfaction and rectification of the damaged alleged to have been caused to the Client by the Service Provider ,and Neuroplay may require, in its sole discretion, the Service Provider to reimburse NIVAA for any compensatory payments made by Neuroplay.

The Service Provider shall be covered by Neuroplay’s general liability and malpractice insurance while providing the Therapy Services under this Agreement. This is subject to change at any time, provided that Neuroplay will notify you in the event of any material change to the provision of such general liability and malpractice insurance.

2.3 Cancellations; Rescheduling; Late Arrival

The Service Provider may not cancel a Booked Service, and any cancellations of a Booked Service may result in a cancellation fee as outlined in https://www.nivaa.sg/terms-of-use/. In the event that the Service Provider, upon more than twenty-four (24) hours’ notice, needs to reschedule a Booked Service, the Service Provider may contact Neuroplay and attempt to reschedule the Booked Service. In the event that the Client declines to reschedule, and the Service Provider is unable to perform the Booked Service as originally scheduled, Neuroplay shall have the right to make the Booking Request available to other Service Providers on the NIVAA Platform, provided that the Service Provider may still be subject to a cancellation fees as outlined in https://www.nivaa.sg/terms-of-use/. Repeated cancellations and/or rescheduled Booked Services on short-notice by Service Provider may result in termination of this Agreement in accordance with Clause 9 and/or deactivation or de-prioritization of Service Provider’s access to Booking Requests and/or the NIVAA Platform. Additionally, at Neuroplay’s reasonable discretion, cancellation, rescheduling or late arrivals by the Service Provider may result in additional charges as outlined in https://www.nivaa.sg/terms-of-use/.

The Service Provider may be entitled to a fees as outlined in https://www.nivaa.sg/terms-of-use/ in the event a Client cancels or reschedules a Booked Service.

By accepting and entering into this Agreement, the Service Provider hereby authorizes Neuroplay to withhold any cancellation fees (where applicable) as payment of liquidated damages from amounts payable to the Service Provider.

2.4 Client Reviews

The Service Provider acknowledges that the NIVAA Platform is intended to refer Clients only to those Service Providers who maintain the highest standards of professionalism and quality of service. The Service Provider acknowledges that a Client may rate and review a Service Provider at the end of every booking. The Service Provider agrees to maintain high standards of professionalism and service, including, but not limited to, maintaining appearance and grooming standards consistent with industry standards, and maintaining a Client rating at or above the minimum rating established by Neuroplay for access to the NIVAA Platform, as modified from time to time. In the event that a Service Provider’s aggregate rating falls below the applicable minimum rating, Neuroplay may issue a written warning to the Service Provider, and reserves the right to deactivate or deprioritize the Service Provider’s access to Booking Requests and/or the NIVAA Platform. Neuroplay agrees to provide the Service Provider written notice of the minimum rating and any changes thereto. The Service Provider may appeal any written warning and provide proof of extenuating circumstances. Neuroplay shall be entitled, in its sole discretion, to accept or reject any appeal and its decision shall be final and binding upon the Service Provider.

2.5 Use of Voice, Image and Likeness

The Service Provider gives Neuroplay permission to use any and all of Service Provider’s voice, image, likeness, and any ratings and reviews from Clients about Service Provider, with or without using Service Provider’s name, in connection with the products and/or services available through the NIVAA Platform, for:

(a) advertising and promoting such products and/or services and/or Neuroplay;

(b) identifying Service Provider to Client; and/or

(c) for other purposes deemed appropriate by Neuroplay in its reasonable discretion, except to the extent expressly prohibited by law.

In addition to the foregoing, the Service Provider may be required to submit an image for use by the NIVAA Platform to facilitate the identification of the Service Provider by the Clients. The Service Provider also represents and warrants that the Service Provider owns (or has sufficient licenses to) the copyright of any image or likeness that the Service Provider provides to Neuroplay.

2.6 Call and SMS Data

The Service Provider agrees that Neuroplay may mask the Service Provider’s phone number when the Service Provider calls or exchanges text messages (“SMS”) with Clients and/or Therapy Recipients through the Application. To facilitate this process, Neuroplay and its service provider may receive in real time and store call data, including the date and time of the call or SMS, the parties’ phone numbers, and the content of the SMS. Service Provider consents to the masking process described above and to Neuroplay’s use and disclosure of this call data for its legitimate business purposes. The Service Provider also consents to Neuroplay sending SMSes directly to the Service Provider as described in the Terms of Use. The Service Provider understands and agrees that Clients and/or Therapy Recipients may have access to the Service Provider’s phone number outside of the Neuroplay’s Application.

3. Service Fees

3.1 Booked Service Fees

Neuroplay will invoice the Client on behalf and in the name of the Service Provider for fees payable by the Client as consideration for the provision of the Booked Services (“Booked Services Fees”) after completion of the Booked Services or at some other frequency as determined by Neuroplay in its sole and absolute discretion. All amounts are due and payable to Neuroplay as specified in the applicable invoice, and all payments shall be made in full in SGD. All payments due shall be made to the third party escrow and payment agent engaged by Neuroplay to collect the Booked Service Fees and process the relevant payments to Service Provider and Stripe Inc. (“Payment Agent”). The Payment Agent will collect the Booked Service Fee from the Client and will process payment as set forth below.

All Booked Service Fees payable to Service Provider shall be paid by the Payment Agent at the end of the applicable payment cycle following completion of the Therapy Services (“Payment Cycle”) into the bank account as specified by the Service Provider. Payment cycle durations are subject to change at any time in Neuroplay’s sole and absolute discretion without the need for further notification to the Service Provider.

The Service Provider acknowledges and agrees that Neuroplay maintains the right to amend the Booked Service Fees in its sole and absolute discretion, provided that this does not affect the agreed fee to be paid to Service Provider.

3.2 Brokerage Fees

A platform fee (“Platform Fee”) will be payable by the Service Provider to Neuroplay for the Booked Services that the Service Provider provides. Once a Booked Service is confirmed, the Platform Fees shall immediately become due and payable by the Service Provider to Neuroplay. The Service Provider hereby irrevocably authorizes and directs the Payment Agent to deduct the applicable Platform Fee from the Booked Service Fee and to make payment of the Platform Fee to Neuroplay. The deduction of the Platform Fee from the Booked Service Fee shall be made prior to the payment of the Booked Service Fee to the Service Provider. The Service Provider further acknowledges that Neuroplay maintains the right to alter the Platform Fees payable by the Service Provider or to include any other fees from time to time at its sole discretion provided that this does not affect the agreed fee to be paid to the Service Provider for Therapy Services previously performed.

The Service Provider acknowledges and agrees that:

(a) Neuroplay will not be responsible or liable for a Client’s failure to pay any Booked Service Fees due in connection with the completed Booked Services, and the Service Provider agrees that it will not make any claim against Neuroplay and its sole recourse shall be against Client; and

(b) notwithstanding the failure by any Client to pay any Booked Service Fees, any Brokerage Fee that Neuroplay is entitled to receive from the Booked Service shall remain due and payable to Neuroplay by the Service Provider.

4. Confidentiality and Client Privacy

4.1 The Service Provider understands that in performing the Therapy Services, he or she will receive certain private and/or confidential information regarding the Clients, including, without limitation, addresses, telephone numbers and/or operational details of the Clients, and will have access to their homes and personal belongings, and will also receive or have access to Company Confidential Information relating to Neuroplay, the NIVAA Platform, and our Services (collectively, the “Confidential Information”). The Service Provider agrees to keep strictly secret and confidential, and under no circumstances, to disclose to any person or entity, any Confidential Information arising from or in connection with this Agreement, unless disclosure of such Confidential Information is expressly permitted by the prior written consent of the other Party.

4.2 Where any such Confidential Information is required to be disclosed by the Service Provider pursuant to any governmental authority, law, regulation, duly authorised subpoena, court order, or applicable professional requirements, the Service Provider shall provide prior written notice to the other Party, NIVAA and Neuroplay (as applicable) of such disclosure and shall only disclose such information to the minimum extent required to comply with such authority, law, regulation, subpoena, order, or requirement.

4.3 The Service Provider shall not to engage in any activity which violates the privacy of any Client, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Client or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. The Service Provider acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

4.4 NIVAA will process personal information of the Service Provider in accordance with the PDPA and in accordance with its Privacy Policy, which may be accessed at the following link: [www.nivaa.sg/terms-of-use/].

4.5 For the purposes of this Clause 4, “Company Confidential Information” means any information which is proprietary and confidential to Neuroplay and/or NIVAA, including but not limited to information concerning or relating in any way whatsoever to its distributorship, franchise or other arrangements, principals, any of the trade secrets or confidential operations, processes or inventions carried on or used by Neuroplay and/or NIVAA, any information concerning the organization, business, finances, transactions or affairs of Neuroplay and/or NIVAA, its dealings, secret or confidential information which relates to its business or any of its principals’, clients’ or customers’ transactions or affairs, its technology, designs, documentation, manuals, budgets, financial statements or information, accounts, dealers’ lists, customer lists, marketing studies, drawings, notes, memoranda and the information contained therein, any information therein in respect of trade secrets, technology and technical or other information relating to the development, manufacture, clinical testing, analysis, marketing, sale or supply or proposed development, manufacture, clinical testing, analysis, marketing, sale or supply of any products or services by Neuroplay and/or NIVAA, and plans for the development or marketing of such products or services and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone, including without limitation, the fact of and the terms and conditions of this Agreement.

4.6 The obligations set out in this Clause 4 shall survive the termination of this Agreement.

5. Relationship of the Parties

5.1 The Service Provider is an independent contractor and has not been engaged by Neuroplay to perform services on Neuroplay ‘s behalf, including, but not limited to, the Therapy Services, and shall not enter into any agreements or make any representations on Neuroplay’s behalf. The Service Provider has entered into this Agreement solely for the purpose of having access to the NIVAA Platform, in exchange for which he/she pays Neuroplay a Platform Fee, as described herein.

5.2 This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker, fiduciary, agency or any other similar relationship between the Service Provider and NIVAA, Neuroplay or any Client for any purpose. Accordingly and for the avoidance of doubt, the Parties expressly agree that the provisions of the Employment Act 1968 or the equivalent employment legislation under the applicable does not apply to this Agreement. The Service Provider has no authority (and shall not hold himself or herself out as having authority) to bind Neuroplay, and the Service Provider shall not enter into any agreements or make any representations on Neuroplay’s behalf without Neuroplay’s prior written consent. The Service Provider understands and agrees that as an independent contractor, the Service Provider will not be eligible to participate in any benefit plans offered to Neuroplay’s employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Neuroplay to its employees.

5.3 The Service Provider shall be responsible for its own taxes, deductions, assessments, premiums and remittances to the Inland Revenue Authority of Singapore and any other governmental or statutory authority, including, but not limited to, the Central Provident Fund (“CPF”) Board (if applicable) in respect of any amount received by him/her under this Agreement. The Service Provider shall be responsible for, and shall indemnify and hold Neuroplay harmless from any claims, suits, or actions related to this provision, including any such claims brought by Service Provider or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

6. Representations and Warranties

6.1 The Service Provider hereby represents and warrants to Neuroplay that:

(a) the Service Provider has the full legal right, power and authority to provide the Therapy Services and to enter into and perform his/her obligations under or that are contemplated by this Agreement , and by entering into this Agreement, he/she will not be in breach of any agreements with, or obligations owed to any third party;

(b) by entering into this Agreement or performing any of the obligations under it, including, but not limited to, the Therapy Services, he/she will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him/her and undertakes to indemnify Neuroplay (as applicable) against any claims, costs, damages, liabilities, or expenses which Neuroplay (as applicable) may incur as a result if he/she is in breach of any such obligations;

(c) the Service Provider is, and shall remain at all times during the Term, fully-licensed (to the full extent as required by the applicable law), duly registered with the relevant and applicable healthcare regulatory authority, including, but not limited to, the Singapore Medical Council (“SMC”), the Specialist Accreditation Board (“SAB”) and/or the Allied Health Professions Council (“AHPC”) and is duly authorized under the applicable law to provide the Therapy Services to the Client and/or Therapy Recipients as contemplated by this Agreement, and has the required and appropriate skill, competence, experience, and qualifications to perform the Therapy Services , and shall be responsible for maintaining such licences, practicing certificates and/or qualifications;

(d) the provision of the Therapy Services by the Service Provider shall not violate any applicable laws, rules or regulations and the Service Provider shall obtain and maintain all requisite and valid licenses, practicing certificates, permits or permissions required to comply with applicable laws, rules and regulations for the purposes of providing the Therapy Service, including, but not limited to, registration and/or accreditation with the AHPC, SAB and/or SMC (if and as applicable) and the holding of a valid practicing certificate by the representatives, medical specialists and/or personnel of JHS issued by SMC, or similar body for the practice of Medicine in Singapore and countries in which JHS is providing the Agreed Services.

(e) the Service Provider shall perform the Therapy Services with all due care, accuracy and attention in a professional, competent and diligent manner in strict accordance with all applicable best industry standards and practices for similar services (including the completion of all accepted Booking Requests referred to Service Provider that he/she opts to accept through the NIVAA Platform) as established by the relevant applicable regulatory body, , including, but not limited to, those prescribed by the SMC and/or AHPC, and shall maintain customary standards of professional conduct and ethical practice, and observe and conform with all laws, customs, ethics and professional etiquette of the therapy profession and will, and shall ensure that its Sub-Contractors shall, conduct themselves in a manner becoming of those in the same profession; and

(f) the Service Provider shall perform the Therapy Services in accordance with all applicable laws, rules and regulations, including, but not limited to, the Medical Registration Act 1997, the Allied Health Professions Act 2011 and the PDPA.

6.2 The Service Provider acknowledges and agrees that his/her failure to comply with any of the foregoing representations and warranties as contained in Clause 6.1 shall constitute a material breach of this Agreement.

7. Indemnification and Disclaimer

7.1 The Therapy Services that the Service Provider provides pursuant to this Agreement are fully and entirely the Service Provider’s responsibility Neuroplay shall not be responsible or liable for the actions or inactions or any breach of agreement of the Service Provider in the provision of the Therapy Services. The Service Provider shall defend, indemnify and hold harmless Neuroplay and its Affiliates and its officers, directors, employees, agents, successors, and assignees and any other entity that requests or is in any way involved in making available, arranging and/or facilitating services through the NIVAA Platform from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from, inter alia, the following: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from the Service Provider’s and/or its Sub-Contractors’ acts or omissions; (b) fraud, willful behaviour, gross negligence or otherwise immoral conduct of the Service Provider and/or its Sub-Contractors (b) the Service Provider’s breach of any representation, warranty, or obligation under this Agreement; and (c) the Service Provider’s breach of Clause 4 of this Agreement.

7.2 For the avoidance of doubt, Neuroplay shall not be responsible or liable for the actions or inactions or any breach of agreement of a Client or other third party in relation to the Therapy Services provided by the Service Provider. The Service Provider understands, therefore, that by using the NIVAA Platform, Service Provider will be introduced to third parties in relation to whom Neuroplay has not conducted any background or reference checking, that may be potentially dangerous, and that Service Provider uses the NIVAA Platform at his/her own risk.

7.3 For the purposes of this Clause 7 and this Agreement:

(a) “Affiliate(s)” or “affiliate(s)” means, with respect to any specified person, any other person who, directly or indirectly, controls, is controlled by, or is under common control with such person, including without limitation any general partner, managing member, officer, director or trustee of such person, or any venture capital fund or investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such person.

“Control” (including its correlative meanings, “controlled by”, “controls” and “under common control with”) shall mean, with respect to a corporation, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of the controlled corporation and, with respect to any person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person.

8. Intellectual Property

8.1 The Service Provider acknowledges and agrees that:

(a) Neuroplay is the sole and absolute legal and beneficial owner of any and all Intellectual Property Rights in NIVAA, the NIVAA Platform and/or the Application;

(b) no title to the Intellectual Property in NIVAA, the NIVAA Platform and/or the Application shall pass or be transferred to the Service Provider as a result of the Service Provider’s access and/or use of NIVAA, the NIVAA Platform and/or the Application; and

(c) the title and full ownership rights to NIVAA, the NIVAA Platform and/or the Application will remain the exclusive property of Neuroplay and the Service Provider shall not acquire any rights to NIVAA, the NIVAA Platform and/or the Application except as expressly set forth herein.

8.2 The Service Provider shall not use any of NIVAA’s or Neuroplay’s Intellectual Property without the prior written consent of Neuroplay, and shall not authorize any third parties to use any of NIVAA’s and/or Neuroplay’s Intellectual Property. Nothing in this Agreement shall give the Service Provider any rights in respect of any of the Intellectual Property or the goodwill associated with NIVAA, Neuroplay or its business. Any content or information that Service Provider creates on behalf of NIVAA, including Progress Reports, is owned by Neuroplay.

8.3 The Parties agree that all Intellectual Property Rights (if any) created or developed during the course of the Term shall belong and vest solely and absolutely, legally, and beneficially, in Neuroplay. The Service Provider will disclose promptly to Neuroplay all Intellectual Property Rights (if any) created or developed during the course of the performance of his/her services under this Agreement, including, but not limited to, the Therapy Services. The Service Provider shall keep a written record of his/her technical activities (if any) and that all such records and such Intellectual Property Rights shall become the sole property of Neuroplay. During and continuing after the Term, the Service Provider will execute and deliver to Neuroplay all such documents and take such other action as may be reasonably required by Neuroplay to assist it in obtaining letters, patent, copyrights, and trademarks for such Intellectual Property Rights and vesting in Neuroplay or its nominee title to such Intellectual Property Rights.

8.4 The Service Provider assigns and hereby agrees to assign to Neuroplay or otherwise as Neuroplay shall designate in writing, all of his/her rights, if any, to such Intellectual Property Rights, including but not limited to letters, patents, copyrights, trade names, and trademarks for such Intellectual Property Rights.

8.5 The Service Provider shall execute all documents reasonably requested by Neuroplay formally to assign any interest that he/she may have in such Intellectual Property Rights to Neuroplay or otherwise as Neuroplay shall designate in writing.

8.6 The Service Provider shall execute any other written instrument and shall do any other acts reasonably requested by Neuroplay to assist it or such other party as Neuroplay designates in writing to perfect or protect any or all of its rights in any such Intellectual Property Rights.

8.7 For the purposes of this Clause 8, “Intellectual Property Rights” or “Intellectual Property” means:

(a) all patents, trademarks, service marks, and other marks, logos, get-up, trade and business names, internet domain names, rights in designs (and applications for all the same), copyrights (including rights in computer software), moral rights, database rights, rights in knowhow, trade secrets, inventions, discoveries, improvements, designs, techniques, computer programs and other confidential processes and information and know how, in each case whether capable of being registered, registered or unregistered and including applications for registration and all rights or forms of protection having equivalent or similar effect anywhere in the world and rights in the nature of unfair competition rights and rights to sue for passing off;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right under sub-paragraph (a) above;

(c) rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights.

9. Term; Termination

9.1 Term

This Agreement shall be effective as of the date that it is executed by Service Provider and shall remain in full force and effect unless and until terminated as set forth in this Clause 9 (the “Term”). The Service Provider understands and agrees that Neuroplay may temporarily deactivate the Service Provider’s profile on the NIVAA Platform in the event that the Service Provider is inactive on the NIVAA Platform for a period of twenty-eight (28) days or more, as modified by Neuroplay from time to time in its sole and absolute discretion. In such circumstances, Neuroplay shall have the option of reactivating the Service Provider’s profile upon the receipt of a request in writing from the Service Provider.

The Parties hereby acknowledge and agree that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees the Service Provider the right to choose when to make himself/herself available and each Booked Service referred and accepted is and will be treated as a separate service arrangement.

9.2 Termination

(a) Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, in the event that other Party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, the Service Provider’s repeated failure to complete a Booked Service to the Client’s reasonable satisfaction, failure to meet the applicable minimum rating, or if a Service Provider cancels or reschedules two (2) or more Booked Services on less than 2 hours’ notice prior to the applicable start time within any twenty-eight (28) day period.

In the event of a dispute between the Parties as to whether either Party has materially breached this Agreement, and it cannot be resolved by informal negotiations pursuant to Clause 12.1 below, the Parties agree to submit any such dispute to final and binding arbitration, as described in Clause 12.2 below.

(b) In addition to and notwithstanding the foregoing, either Party may terminate the Agreement for any reason with fifteen (15) days’ written notice to the other Party.

9.3 Service Provider’s Obligations Upon Termination

Upon termination of this Agreement for any reason in accordance with Clause 9.2, the Service Provider shall immediately and without undue delay: (a) complete any outstanding Booked Services (“Outstanding Jobs”); (b) return to Neuroplay any Confidential Information or other property belonging to Neuroplay; (c) cease all further use of the NIVAA Platform and/or Application except as required to complete any Outstanding Jobs; and (d) certify in writing to Neuroplay that Service Provider has complied with the requirements of this Clause.

9.4 Neuroplay ‘s Obligations Upon Termination

Upon termination of this Agreement for any reason in accordance with Clause 9.2: (a) if the termination is effected by Neuroplay, Neuroplay shall pay to the Service Provider any outstanding earned Booked Service Fees; or (b) if the termination is effected by the Service Provider, NIVAA shall pay to Service Provider any outstanding earned Booked Service Fees at the end of the applicable payment cycle following completion of the Therapy Services and/or any Outstanding Jobs. In either event, Neuroplay shall pay the Booked Service Fees for any Outstanding Jobs as soon as practicable after the Service Provider has completed the Outstanding Jobs.

9.5 Surviving Provisions

The terms and conditions of this Clause 9.5 and Clauses 5, 6, 7, 9.3, 9.4, 10, 11, and 12 (including, but not limited to, Clause 12.2) shall survive the expiration or termination of this Agreement.

10. Non-Solicitation

10.1 The Service Provider may be engaged or employed in any other business, trade, profession, or other activity, including, but not limited to, providing services to customers booked through means other than the NIVAA Platform, including other web-based portals, provided that the Service Provider shall not promote, offer, or otherwise sell or attempt to sell additional, similar, or any other services to a Client and or Therapy Recipient outside of the NIVAA Platform, without Neuroplay’s express prior written consent.

10.2 Notwithstanding the foregoing, Service Provider agrees not to affirmatively solicit work from and/or provide services to a Client originally referred through the NIVAA Platform through any means other than the NIVAA Platform for a period of six (6) months following the Service Provider’s initial engagement by the Client, unless the Service Provider has obtained the express prior written consent of Neuroplay. If Service Provider fails to comply with this Clause 10, Service Provider shall pay a referral fee of S$1,000 to Neuroplay and Neuroplay may terminate this Agreement and/or deactivate and or deprioritize Service Provider’s access to Booking Requests and/or the NIVAA Platform, as determined by Neuroplay in its sole and absolute discretion.

10.3 The restrictions as set out in this Clause 10 is considered by the Parties to be reasonable and necessary to protect Neuroplay’s legitimate interests. While the restrictions are considered by the Parties to be reasonable in all the circumstances, it is agreed that if for any reason, any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of Neuroplay’s legitimate interests, the prohibitions shall be effected to the fullest extent permissible under applicable law. If any provision or part of a provision in this Clause 10 is held or found to be void, invalid or otherwise unenforceable, it shall be deemed to be severed from such provision but the remainder of such provision shall remain in full force and effect.

11. Assignment

11.1 This Agreement shall benefit and be binding on the Parties, their respective successors, and any permitted assignee or transferee of some or all of any Party’s rights or obligations under this Agreement. Any reference in this Agreement to any Party shall be construed accordingly.

11.2 This Agreement, and all rights and obligations hereunder, are personal to the Parties and each Party may not assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the other Parties.

11.3 Neuroplay shall have the right to freely assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the other Parties.

12. Dispute Resolution; Governing Law

12.1 Informal Negotiations

To expedite the resolution and reduce the potential costs of any dispute, controversy or claim arising out of , in connection with or related to this Agreement, including any question regarding its existence, validity or termination, or otherwise arising from the relationship between the Parties (the “Dispute”), the Parties agree to first attempt to engage in informal negotiations with regards to any such Dispute. A Party hereto (the “Requesting Party”) may provide a written notice to the other Party hereto (the “Receiving Party”) requesting to engage in informal negotiations to resolve the Dispute amicably (“Negotiation Proposal”). The Receiving Party shall then provide its written confirmation to the Requesting Party (the “Confirmation”) within seven (7) days of receipt of the Negotiation Proposal. If the Parties are unable to resolve the Dispute through informal negotiations within thirty (30) days of the submission of the Confirmation, or such other period as mutually agreed to by the Parties in writing, the Dispute shall be referred to and finally resolved by binding arbitration in accordance with Clause 12.2.

12.2 Mutual Arbitration Provision

Any Dispute shall be referred to and finally resolved by binding arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause 12.2. The seat of the arbitration shall be Singapore. The arbitration shall be conducted in English. The arbitral tribunal shall consist of one (1) arbitrator. The award shall be final and binding on the Parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets.

12.3 Governing Law

This Agreement shall be governed and interpreted pursuant to the laws of the Republic of Singapore, notwithstanding any principles of conflicts of law.

13. Supplementation, Amendment or Modification

The Service Provider hereby expressly acknowledges and agrees that, by using or receiving access to the NIVAA Platform, the Parties shall be bound by the then-current version of this Agreement, including any supplements, amendments or modifications to this Agreement or the documents incorporated herein. Neuroplay may, in its sole and absolute discretion, unilaterally supplement, amend or otherwise modify this Agreement by issuing an updated version of this Agreement, and the Service Provider shall be bound by such supplements, amendments or modifications to this Agreement only upon the Service Provider’s electronically signing of the updated version of this Agreement.

14. Miscellaneous

14.1 All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to NIVAA at the address set forth on the first page of this Agreement and to Service Provider at the address set forth in his/her account. The Parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid).

14.2 This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any of the terms thereof may be waived, only by a written document signed by each Party to this Agreement or, in the case of waiver, by the Party or Parties waiving compliance.

14.3 Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

14.4 No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

14.5 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

14.6 No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the Parties shall not constitute a waiver by such Party of the right to pursue any other available remedies.

14.7 Notwithstanding anything to the contrary in this Agreement, any Party may at any time without regard to any notice periods required by the provisions hereof, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction.

14.8 This Agreement may be executed by the Parties hereto in separate counterparts, each and all of which when so executed and delivered to the Parties by facsimile, or by electronic mail in “portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the Parties hereto. Any Party may enter into this Agreement by signing any such counterpart transmitted electronically, or by facsimile, or other electronic signatures (such as DocuSign, AdobeSign or other similar electronic signature systems), by any of the Parties to any other Party and each receiving Party may rely on the receipt of such document so executed and delivered as if the original had been received. The Parties agree that signatures executed by way of electronic means (such as DocuSign, AdobeSign or other similar electronic signature systems) shall be recognised and construed as secure electronic signatures to the fullest extent under applicable law, and that the Parties accordingly shall deem such signatures to be original signatures for all purposes.

14.9 Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

14.10 This Agreement may not be amended, by implication or otherwise, by any marketing material contained on NIVAA’s website or the NIVAA Platform.

14.11 Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore, to enforce any term of this Agreement.

14.12 The Service Provider acknowledges that he/she has read and understands this Agreement and also acknowledges that he/she has had a reasonable and adequate opportunity to seek and receive independent legal advice, at the Service Provider’s own expense, prior to signing this Agreement.

05

Cancellation policy (Client)

Client Cancellations

06

Cancellation policy (Therapist)

Provider Cancellations

07

Service Provider policies

Professional Standards