Definitions

These Terms and Conditions ("Agreement") govern your access to and use of our online platform, through which we provide various services (collectively the "Platform"). The Platform is owned and operated by Positivty, located at 993 Bukit Timah Road, 06-06, Singapore 589631 (contact@positivty.com). The Platform may be available via multiple websites or applications, whether owned and/or operated by us or third parties, including, but not limited to, the website positivty.com and its associated apps.

By accessing or using the Platform, you agree to be bound by this Agreement and other agreements such as the "User Agreement", "Arbitration Agreement", and "Privacy Policy Agreement". Please read this Agreement carefully before using the Platform. If you do not agree to any term of this Agreement, you must not access the Platform.

When the terms "we", "us", "our" or similar terms are used in this Agreement, they refer to the company that owns and operates the Platform (the "Company").

The terms "Therapist", "Counsellor", "Psychologist", "Wellness Professional", "Wellness Advisor", "Expert", "Doctor", "Consultant" or similar terminology all refer to the Therapist.

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A CLASS ACTION WAIVER.

The Services

Our Platform facilitates connections between you and a Therapist who will deliver services to you through the Platform ("Services").

Therapists are independent contractors and are not employees, agents, or representatives of the Company. The Platform's function is solely to facilitate access to the Therapist's Services. The responsibility for the execution of their services rests entirely with the Therapists. Should the Therapist Services provided not meet your needs or expectations, you have the option to switch to a different Therapist available through the Platform.

While we aim for the Therapist Services to be beneficial, you acknowledge, understand, and agree that these services may not be suitable for everyone's needs, every specific situation, or as a replacement for certain mental health requirements that may need alternative treatments.

User Agreement

By accessing and/or utilizing any Services, products, or resources offered by Positivty, the user confirms that they are at least 18 years of age and possess the legal capacity to enter into a binding contract under the laws of Singapore. Furthermore, the user acknowledges that they have the necessary authority to make decisions on their own behalf and are not restricted by any legal or regulatory impediments. By proceeding to use our platform, the user accepts and agrees to be bound by our Terms and Conditions.

We encourage users to thoroughly review the User Agreement before accessing our Services or availing our products. The terms and conditions outlined in the User Agreement come into effect upon the user's first use or access of our platform, regardless of whether they are accessing it through a desktop computer, mobile phone, smartphone, tablet, or any other medium. We reserve the right to modify or update the User Agreement at any time without prior notice.

The responsibility lies with the user to periodically review the User Agreement to stay informed about any changes or updates. We recommend that users save a copy of the User Agreement for future reference.

Continuation of the use of the platform after revision of the User Agreement will be deemed to be an acceptance of the revised terms.

Termination of Agreement

Either party may terminate the User Agreement at any point during its term, provided that all outstanding payments, if applicable, are settled in full. Upon termination of the User Agreement, some information may still be stored on our servers regarding the user's activities and account. In such cases, the user may request that we remove this information by contacting our support team at support@positivty.com.

In the event of termination, Positivty will aim to process all requests for data removal within 14 working days, in accordance with our Privacy Policy and subject to compliance with relevant laws and regulations in the Republic of Singapore. We reserve the right to terminate the User Agreement without providing any prior notice or justification.

It's essential to note that users are responsible for reviewing our User Agreement regularly to stay informed about any changes or updates.

Tax Obligations of Therapists

The Therapist is solely liable for all taxes, levies, duties, and other governmental fees (collectively, "Taxes") imposed on their services provided through the Principal's platform, whether payable to a central, federal, state, or local authority, and whether direct or indirect.

The Principal shall not be responsible for reporting, paying, or withholding any Taxes on behalf of the Therapist, and the Therapist agrees to indemnify and hold the Principal harmless from any claims, penalties, or damages arising from their failure to comply with their tax obligations.

The Therapist must ensure timely reporting and payment of all Taxes as required by applicable local laws and regulations and shall maintain accurate records of all tax payments and related documentation.

Any penalties, fines, or interest imposed due to the Therapist's failure to disclose or pay Taxes within the stipulated deadlines prescribed by local laws shall be borne solely by the Therapist.

Privacy and Security

The protection and confidentiality of any information you provide to us through the Positivty platform are of utmost importance. We understand the significance of safeguarding your personal data and are committed to upholding the highest standards of security and privacy practices. To learn more about our approach to data protection, please refer to our comprehensive Privacy Policy, which can be accessed at positivty.com/privacy.

BY AGREEING TO THIS USER AGREEMENT AND/OR ACCESSING OR UTILIZING THE POSITIVTY PLATFORM, YOU ARE ALSO ACKNOWLEDGING THAT YOU HAVE REVIEWED AND ACCEPTED THE TERMS OUTLINED IN OUR PRIVACY POLICY. THE PRIVACY POLICY IS AN INTEGRAL PART OF THIS AGREEMENT AND IS INCORPORATED BY REFERENCE.

We recommend that users frequently check our Privacy Policy to stay updated on our data protection practices and any policy changes. By continuing to use our platform or services, you confirm that you have read, understood, and agree to comply with the terms and conditions specified in this User Agreement and our Privacy Policy.

Intellectual Property

The Positivty platform, the website positivty.com, and all related apps and software ("Positivty Intellectual Property") are owned by the Company, its licensors, or other providers of such material. This User Agreement does not constitute a sale or conveyance of any rights in or related to the Platform or Positivty Intellectual Property.

The "Positivty" name, logo, and all related names, logos, product and service names, and designs are trademarks of the Company or its affiliates or licensors. You are prohibited from using the slogan without obtaining prior written permission from the Company.

User Forums, Topics, Replies, Comments, Feedback and Other Submissions

When you submit specific content to us, such as contest entries or forum topics, or when you share comments, ideas, suggestions, or other materials with us (collectively, "Submissions"), you grant us a perpetual, irrevocable, and royalty-free license to use, edit, publish, distribute, translate, and adapt your Submissions in any medium and manner we choose. You understand that we are not obligated to:

• Keep your Submissions confidential
• Pay compensation for your Submissions
• Respond to your Submissions

However, we guarantee that all communications between you and Positivty and/or our Therapist within the scope of therapy will be kept confidential, subject to compliance with applicable laws of the Republic of Singapore. You agree not to obtain the contact information of any Therapist through our platform.

You also agree that your Submissions will not:

• Violate any third-party rights, including copyright, trademark, privacy, personality, or other personal or proprietary rights
• Contain libellous or otherwise unlawful, abusive, or obscene material
• Contain any computer virus or other malware that could affect the operation of our Service or any related website or application

You may not use a false email address, pretend to be someone else, or mislead us or third parties as to the origin of your Submissions. You are solely responsible for your Submissions and their accuracy.

We reserve the right, but are not obligated, to:

• Monitor, edit, or remove any content that we deem, in our sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or in violation of these Terms of Service.
• Investigate allegations that a communication does not conform to these terms and remove or request the removal of such communication at our discretion.
• Terminate a User's access to any or all parts of the Platform if they breach these Terms of Service.
• Edit or delete any communication posted on the Platform without notice, regardless of whether it violates these standards.

Arbitration

This Arbitration Agreement shall be referred to as the "Arbitration Clause" throughout this agreement. By accepting the terms of this Arbitration Clause, you and the Company (collectively, "Parties") agree to resolve any disputes, claims, or controversies arising from or related to this Agreement, including its existence, applicability, breach, termination, enforcement, interpretation, scope, waiver, or validity. The Parties agree that arbitration shall be the sole and exclusive means of resolving these disputes.

By accepting this Arbitration Clause, you and the Company mutually agree to waive our respective rights to a trial by jury. The arbitration will be administered by the Singapore Arbitration Centre under its Consumer Arbitration Rules ("SA Consumer Rules").

Limitation of Liability

To the fullest extent permitted by the laws of the Republic of Singapore, you hereby release Positivty and agree to hold us harmless from any and all causes of action and claims of any nature resulting from Therapist services or our platform.

You acknowledge and agree that we shall not be held liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages resulting from this agreement or the use of the platform. Our total liability for damages arising from this agreement and all use of the platform will be limited to the aggregate amount of money paid by you or on your behalf through the platform within 2 months before the date of the claim.

Export Controls

You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country; and you are not listed on any U.S. Government list of prohibited or restricted parties.

In particular, you agree not to use, sell, export, re-export, transfer, divert, release, or dispose of any products, software, or technology received from Positivty under these Terms for any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without first obtaining the required prior authorization from the competent government authorities.

Notices

We may provide notices or other communications to you regarding this Agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to contact@positivty.com.

Indemnification

You agree to indemnify, defend, and hold harmless Positivty and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, employees, and interns against any claim, demand, or action (including reasonable attorneys' fees) brought by any third party due to or arising from your breach of this User Agreement or the documents they incorporate by reference.

You also agree to indemnify Positivty for any breach of confidentiality or unauthorized disclosure of confidential information. Additionally, if you access Positivty through a third-party platform or service provider, you agree to indemnify Positivty against any data breaches that occur due to any acts of commission or omission from the third-party platform or service provider.

By accessing or using Positivty's services, you acknowledge that you are aware of and will comply with all applicable laws and regulations related to confidentiality and data protection.

Governing Law and Jurisdiction

This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of Singapore excluding any rules governing the choice of laws.

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.

You irrevocably agree that the exclusive venue for any action or proceeding arising out of or relating to this Agreement or our relationship with you shall be the courts of Singapore. You also consent to the personal jurisdiction of those courts.

The usage of our Platform and this Terms of Use shall be governed by and construed in accordance with the laws of Singapore. Any dispute or controversy arising out of or in connection with the Terms of Use shall be referred to and finally resolved by the courts of Singapore.

We reserve the right to freely transfer or assign this Agreement or any of its obligations under this Agreement, in whole or in part, without notice or consent from you. If any provision of this Agreement is held by a court of competent jurisdiction in Singapore to be illegal, invalid, or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.