Terms and Conditions

OM Ltd. Terms and Conditions

Thank you for agreeing to be part of the OM platform. This document outlines the terms and conditions governing your services on the OM Platform.

1. Definitions

"OM Platform" means the online platform operated by OM, including but not limited to the OM Health Hub www.omhealthhub.com.

"OM Health Hub" means the online platform and apps www.omhealthhub.com.

"Services" means the provision of Sessions by Experts on the OM Platform.

"Session(s)" means the recorded or live video sessions provided by Experts on the OM Platform.

"Expert" means the individual providing Services on the OM Platform.

"User" means an individual who accesses or uses the OM Platform.

2. Status

2.1 You will be an independent contractor, and nothing in this agreement shall render you our employee, worker, agent, or partner, and you shall not hold yourself out as such.

2.2 OM acknowledges that you have another business, trade, profession, or other occupation, and that the Services are an adjunct to this other occupation. As part of your Services with OM, from time to time, users may wish to engage your services in your other occupation. OM will not be involved in such consultation.

2.3 You shall be fully responsible for and indemnify us against any liability, assessment, or claim for:

(a) Taxation, howsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and

(b) Any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or any substitute against us arising out of or in connection with the provision of the Services, except where such claim is a result of any act or omission by us. We may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you in accordance with the OM Expert Compensation Agreement.

3. Scope & Limitations: Non-Prescription and Non-Diagnosing Platform

3.1 OM acknowledges and agrees that it is a non-prescription and non-diagnosing platform. OM will not provide any medical prescriptions, diagnoses, or treatment plans to its Users.

3.2 OM will clearly communicate to its Users in the Terms and Conditions that the information provided on the OM Platform is for educational and informational purposes only and should not be considered as medical advice, diagnosis, or treatment.

3.3 You understand and acknowledge that the OM Platform is not intended to be a substitute for professional medical advice, diagnosis, or treatment. It is solely for informational purposes.

3.4 You shall refer any questions or concerns regarding medical conditions, diagnoses, or treatments to qualified healthcare professionals or appropriate medical authorities.

3.5 Accordingly, you agree not to engage in the diagnosis of any medical conditions or the prescription of medications during any Session (recorded or live) provided on the OM Platform.

4. Intellectual Property

4.1 OM agrees that the information provided in the Sessions is your sole intellectual property. You grant OM a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to use, reproduce, distribute, adapt, display, and stream this information:

(a) on the OM Platform;

(b) to OM's corporate, brand, media, and distribution partners; and

This license is granted solely to enable broad, scalable distribution of your content in line with OM's mission. It does not transfer ownership of your intellectual property. OM will use reasonable efforts to ensure attribution where practicable. This license terminates automatically upon removal of your Session(s) from the OM Health Hub or termination of this agreement, whichever occurs first.

4.2 OM also agrees that all content relevant to your Session(s) on the OM Platform remains your intellectual property, and OM has no claim to such intellectual property.

4.3 All documents, manuals, hardware, and software provided for your use by us, and any data or documents (including copies) produced, maintained, or stored on our computer systems or other electronic equipment remain our property. However, OM agrees that it holds no claim over the information shared by you with the Users nor the intellectual property of any articles or papers provided to OM by you.

4.4 Duration

The license granted in Section 4.1 remains in effect only while your Session(s) are actively hosted on the OM Health Hub. Upon termination of this agreement or removal of your Session(s) from the OM Health Hub:

The license granted to OM terminates immediately;

OM will cease all new distribution, licensing, or promotion of your Session(s); and

OM will use commercially reasonable efforts to:

(a) notify its corporate, brand, media, and distribution partners of the termination; and

(b) request the removal of your Session(s) from any active licensing channels, partner platforms, or promotional materials.

OM does not guarantee the ability to recall or delete content already downloaded, cached, or independently republished by third parties prior to notification, but will act in good faith to limit further use.

5. Services

5.1 OM will require recorded video Session(s) provided by you for streaming purposes or to be presented by you to OM Users during live events (online or offline).

5.2 For the Sessions, OM will agree on the topic to be discussed in the sessions with you. While OM will have final approval over the topic, the information provided in the Sessions on that topic will be at your discretion.

5.3 During the Sessions (recorded or live), you have the right to control the discourse as you deem appropriate, subject to the limitations in Section 3 (Scope & Limitations).

5.4 OM is responsible for editing the recorded video, after which we will send it to you for revisions and approval. Expert will provide feedback within 5 business days of receipt; silence after this period will be deemed approval.

5.5 OM understands that the content of your Session might need to be revised or updated regularly. You have the right to modify or request revisions at any point during the term of this agreement, subject to OM's reasonable operational feasibility and 10 business days' notice for material changes.

5.6 For requests of live events (online or offline), OM will coordinate with you on the time and date for the event. You are under no obligation to provide a set number of live events.

5.7 You acknowledge that in entering into this agreement with you, OM has relied upon your representations as to your qualifications, experience, and ability to enter into this agreement. Should any such representations be false or misleading, OM has the right to terminate this agreement immediately. You also agree that you hold and will continue to hold the necessary professional qualifications during the term of this agreement and will notify OM if there are any material changes to your qualifications at any stage.

5.8 You have no authority (and shall not hold yourself out as having authority) to bind OM unless OM has specifically permitted this in writing in advance.

6. Compensation

Financial terms, including revenue share, commissions, payment timing, and reporting, are documented in a separate OM Expert Compensation Agreement. You acknowledge that your commercial arrangements with OM are governed solely by that separate agreement, which may be updated from time to time with mutual written consent.

6.1 Post-Termination Revenue

No revenue share, commission, or payment is due for any use, distribution, or licensing of Session(s) occurring after termination, except for revenue accrued prior to the effective date of termination.

7. OM Actions

7.1 OM will be responsible for the recording, editing, and distribution of your Session.

7.2 OM will ensure that every new User of the OM Health Hub or purchaser of recorded classes agrees to the OM Health Hub Terms & Conditions and Privacy Policy.

7.3 OM will provide reporting and settlement in accordance with the OM Expert Compensation Agreement.

8. Promotional Materials

8.1 OM will promote you and the Services on its own social media pages.

8.2 OM will also promote your Session(s) to our corporate and brand partners for potential collaboration, distribution, or licensing opportunities.

8.3 OM may request your assistance in providing promotional materials such as photos, videos, or written content related to your Session(s) for marketing purposes. You are not obligated to provide additional materials and support should you choose not to.

9. Term and Termination

9.1 This agreement shall commence on the date the form "Your OM Expert Profile" is submitted and shall continue until terminated by either party in accordance with this clause.

9.2 Either party may terminate this agreement by providing written notice to the other party. Termination shall be effective immediately upon receipt of the notice or on a date specified in the notice.

9.3 Upon termination:

- OM will remove your Session(s) from the OM Health Hub and cease using any promotional materials related to your Session(s) within 15 days;

- OM will notify its licensing and distribution partners of the termination and request removal of your Session(s) from their channels within 30 days; Any revenue or reporting obligations accrued prior to termination will be settled in accordance with the OM Expert Compensation Agreement; and The license granted under Section 4.1 terminates, except for the limited purpose of fulfilling the removal obligations above.

9.4 In the event of termination, you shall return any confidential information or materials provided by OM.

10. General

10.1 Entire Agreement

This agreement, together with the OM Expert Compensation Agreement (where applicable), constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements relating to its subject matter.

10.2 Governing Law

This agreement is governed by and construed in accordance with the laws of Hong Kong.

10.3 Dispute Resolution

Any disputes arising from this agreement shall be resolved through arbitration in accordance with the Hong Kong International Arbitration Centre (HKIAC) Arbitration Rules.

10.4 Separation of Commercial Terms

This agreement governs the provision of Services and use of content. All financial, revenue, and payment terms are exclusively set forth in the separate OM Expert Compensation Agreement. In the event of any conflict between this agreement and the Compensation Agreement regarding commercial terms, the Compensation Agreement shall prevail.

10.5 Notices

All notices under this agreement must be in writing and sent to the email address or physical address provided in the Expert's OM Profile (or as subsequently updated in writing). Notices sent by email are deemed received on the business day sent; notices sent by post are deemed received 3 business days after mailing.

10.6 Assignment

OM may assign or transfer its rights or obligations under this agreement in connection with a merger, acquisition, or sale of assets. You may not assign or transfer any rights or obligations under this agreement without OM's prior written consent.

10.7 Severability

If any provision of this agreement is found to be unenforceable or invalid under applicable law, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

10.8 Waiver

No failure or delay by either party in exercising any right or remedy under this agreement shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of that or any other right or remedy.

10.9 Confidentiality

Each party agrees not to disclose the other's confidential information (including business terms, User data, or non-public content) except as required to perform this agreement or as required by law. This obligation survives termination for 2 years.

10.10 Data Protection

Expert consents to OM collecting, using, and storing their personal information in accordance with OM's Privacy Policy. OM will comply with applicable data protection laws in Hong Kong in processing Expert data.