Terms of Use
Last updated 11/21/2024
1. SCOPE OF AGREEMENT
PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE USING THE MINDSET CARE WEBSITE.
This Terms of Use Agreement ("Agreement") by and between Mindset Care Inc. ("we", "us", "our" or "Mindset Care") and you ("you" or "your") governs our relationship with you as a user of the mindset.care website as well as any other media form, media channel, mobile website or mobile application related, linked or otherwise connected to Mindset Care owned or controlled websites (collectively, "Sites") together with all information, content, products, materials and services made available to you through the same by us and/or third parties (which together with the Site shall be collectively referred to as the "Services").
By using or otherwise accessing the Services, or any component thereof, in any manner whatsoever, you agree to be bound by and comply with the terms and conditions of this Agreement and acknowledge that you have read our Privacy Policy at mindset.care/privacy .
By providing your email address or mobile telephone number, you agree that we may communicate with you via text messages or other electronic means to your mobile device, provided that we obtain your consent where we are legally required to do so. In the event you change or deactivate your email address or mobile telephone number, you agree to promptly update your Mindset Care account information to ensure that your messages are not sent to the wrong person. You can opt out of certain types of communications via your account settings.
When we refer to the "use" of the Services in this Agreement, we mean any actual or attempted access or use of the Services, including, without limitation, any transmission, exchange of information or communication associated with the Services. These terms and conditions, together with any other terms of use applicable to other Sites, as specifically noted on such sites, and any other policies, rules and provisions which are described, linked or otherwise referred to and form a part of this Agreement, including, without limitation our Privacy Policy, and our SMS/MMS Mobile Message Marketing Program Terms and Conditions and Privacy Policy at constitute the entire agreement between you and us, superseding any and all prior or inconsistent understandings, representations or agreements regarding the Services. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated here by reference. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING OR USING THE SITE IN ANY MANNER AND YOU MUST DISCONTINUE USE IMMEDIATELY. IF YOU CONTINUE TO USE THE SITE, THAT ACTION CONSTITUTES AN UNRESERVED ACCEPTANCE OF THE TERMS OF USE.
We reserve the right at any time and from time to time in our sole discretion to modify or discontinue, temporarily or permanently, the Services (or any part of it) with or without notice. In the event of a modification or discontinuance, all information submitted by you may be lost. You agree to keep a permanent record of all information provided to us, and you agree that all information submitted to us is at your sole risk. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Services including without limitation messages and other communications. You agree that we shall not be liable to you or to any third-party for any loss or corruption of any such data, and you hereby waive any right of action against us from any such loss or corruption of such data, and any modification, suspension or discontinuance of the Services. We may similarly change this Agreement at any time, and we will alert you about major changes or modifications by updating the “Last updated” date of this Agreement, or otherwise and you wave any right to receive specific notice of each such change. It is your responsibility to periodically review this Agreement to stay informed of updates. You will be subject to and will be deemed to have been made aware of, and to have accepted, the changes in any revised terms of use by your continued use of the Site after the date such revised terms of use are posted. If any new products or services become available, they will be considered a part of the Services and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software or other services. You agree that we may automatically upgrade our Services, and these terms will apply to all upgrades.
2. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: [mindset.care/privacy.html]. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into this Agreement. The Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States. By using our Services or otherwise providing information to us, you consent to this transfer, processing, and storage of your data in the United States and acknowledge that this transfer, processing, and storage is necessary for the performance of the contract between you and Mindset Care and to provide you with our Services. The information provided on the Site is not intended for distribution to or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Mindset Care to any registration requirement within such jurisdiction or country. Accordingly, those persons or entities who choose to access the site from other locations do so on their own initiative and are solely responsible for compliance with local laws if and to the extent local laws are applicable.
3. AGE RESTRICTION
You may not use the Site or the Services if you are under eighteen (18) years of age. By using the Site, (a) you acknowledge and agree that you are not under the age of eighteen (18) years, or are of adult age in your jurisdiction, (b) that you are permitted by your jurisdiction’s applicable law to use the Site and the Services, and (c) you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and our Privacy Policy, and to abide by and comply with this Agreement, and all applicable laws. We assume no responsibility or liability for any misrepresentation of your age.
4. INTELLECTUAL PROPERTY
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (together with any updates, modifications, or derivative works, collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in this Agreement, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited, non-transferable, non-sublicensable license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
Your license to access and use the Site is subject to the following restrictions and prohibitions on use. You may not (1) copy, print (except for the express limited purpose permitted herein), republish, display, transmit, distribute, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any information or materials retrieved therefrom; (2) use the content or any other materials from the Site to develop, or as a component of, an information storage and retrieval system, database, or similar information resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (3) create compilations or derivative works of the Site; (4) use the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of Mindset Care or any third parties; (5) remove, change, or obscure any copyright notice or other proprietary notice or terms of use contained in the Site; (6) make any portion of the Site available through any timesharing system, service bureau, the Internet, or any other technology now existing or developed in the future; (7) remove, disable, defeat or change any functionality or appearance of the Site; (8) decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the site architecture; (9) use any automatic or manual process to harvest information from the Site; (10) use the Site for the purpose of gathering information for or transmitting (a) unsolicited commercial email; (b) email that makes use of Mindset Care's name or trademarks, including in connection with invalid or forged headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (c) unsolicited telephone calls or facsimile transmissions; (11) use the Site in a manner that violates any state or federal law regulating commercial email, facsimile transmissions or telephone solicitations; (12) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws and regulations of the United States; and (13) use the Site or its content in a manner that is not expressly permitted by this Agreement.
You acknowledge and agree that any breach or threatened breach of this Section by you may cause irreparable damage to Mindset Care and shall entitle Mindset Care, in addition to any other remedies available to it under this Agreement, the right to seek injunctive or other equitable relief.
5. COPYRIGHT COMPLAINTS
Mindset Care respects the intellectual property rights of others. Mindset Care may, under appropriate circumstances and at its discretion, disable and/or terminate access to or use of the Services for those users who may be infringing the intellectual property rights of others. If you believe that your work has been copied in a manner that constitutes copyright infringement, please provide Mindset Care the information specified below. Please note that this procedure is exclusively for notifying Mindset Care that your copyrighted material has been infringed.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number, and email address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Mindset Care's copyright agent for notice of claims of copyright infringement can be reached by emailing our Customer Service Manager at allison@mindset.care.
6. REGISTRATION INFORMATION AND PASSWORDS
You may be required to provide us with certain information in order register and to obtain access to and use of certain features and functions of the Services including, without limitation, your name or your company's name, login credentials (e.g., your email address and password), address, telephone number(s), email address, and/or location (collectively, your "Information").
Certain features and functions of the Services are not generally available to the public. In order to access and use such features and functions, we may require you to enter your email and password. Third parties may also, from time to time, provide you with additional codes or passwords necessary to perform certain actions or otherwise access the Services. Your email, password, and any additional codes or passwords are collectively referred to herein as "IDs". Your IDs are personal to you. You agree that you will not allow another person to use your IDs to access and use the Services under any circumstances and that you are responsible for all activities that occur on your account using your ID, even if you did not authorize such activities.
You are solely responsible for maintaining the strict confidentiality of your IDs and for any charges, damages, liabilities, or losses incurred or suffered because of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Services using your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate an ID due to security concerns.
7. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
8. USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all Information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such Information and promptly update such Information as necessary; (3) you have the legal capacity and you agree to comply with this Agreement; (4) you are eighteen (18) years of age or older; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise, except for assistive technologies as may be required for accessibility; (6) you will not use the Site for any illegal or unauthorized purpose; (7) you will keep your ID confidential, and (8) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, or violate any of the terms of this Agreement or the representations of this Section 8, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).You represent, warrant and covenant to us that any and all Information and any other information or data you provide to us, is and will be true, accurate and complete when given to us, that in providing such Information to us you will not knowingly omit or misrepresent any material facts or information. You further consent and authorize us to verify your Information as required for your use and access to the Services, as applicable.
9. ACCESS TO AND USE OF THE SERVICES
You may not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity or misidentify yourself (e.g., pretend to be a different person or from a different company or organization).
You may not use or allow others to use, your IDs and/or the Services, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Services, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Services; and/or (d) infringes any intellectual property, privacy or proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct. We have no liability, and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with your IDs.
You also may not use, nor allow others to use, your IDs, the Services, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Services or any information, data or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on us, the Services, or anyone else; (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Services.
You understand that by using the Site, you may be exposed to content that is offensive, indecent or objectionable, including content that may have been posted by third parties without our consent or permission. Under no circumstances will we be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred because of the use of any content posted, emailed or otherwise transmitted by via the Site.
You are prohibited from violating or attempting to violate the security of the Services, including, without limitation: (a) using any type of computer “worm,” “virus” or any other device that is intended or is likely to disrupt, overload, or otherwise impair the workings of any part of the Site; or (b) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. If you do engage in such conduct, the resulting damage will be hard to quantify as a dollar amount and thus you hereby agree to pay us liquidated damages in the amount of $50,000 for each day that the Site is damaged until the Site is completely repaired. This amount is derived by estimating the value of (1) the loss of goodwill caused by an inoperable website, (2) the time and money it will take to repair the Site and to address the concerns of visitors. This clause will not prohibit us from seeking additional compensation if your conduct injures us in a way not expressly contemplated herein. We have the right to investigate occurrences which may involve such violations and may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
You are permitted to use the Site to request assistance with a supplemental security income and/or a social security disability insurance claim (each, a “Permissible Use”). You are not permitted to use the Site for any other reason than a Permissible Use. Impermissible uses shall include, but are not limited to, (a) using the Site to order or solicit, hire, engage or otherwise work with the employees or otherwise work with the employees or affiliates of Mindset Care; (b) accessing the Site for the purpose of data mining or extracting content from the Site beyond your personal end use; (c) forging headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the Site; or (d) for any other purpose other than as described herein (each, an “Impermissible Use”). If you do engage in such conduct, the resulting damage will be hard to quantify as a dollar amount and thus you hereby agree to pay us liquidated damages in the amount of $15,000 for each Impermissible Use. You further agree that this liquidated damages clause reasonably approximates actual costs, losses and expenses which would be incurred by Mindset Care, due to any such Impermissible Use. This clause will not prohibit us from seeking additional compensation if your conduct injures us in a way not expressly contemplated herein.
You understand and agree that all information, statistical data, text, graphics, messages or other materials, whether publicly posted or privately transmitted by you and other users of our Services, are the sole responsibility of the person from which such content originated. This means that you, and not we or us, are entirely responsible for the content posted via the Site and, as such, we do not guarantee the accuracy, integrity or quality of such content. You acknowledge that we may or may not pre-screen content, but that we and our designees shall have the right, but not the obligation, in our sole discretion to pre-screen, refuse, or move any content that is available through or on the Site. Without limiting the foregoing, we and our designees shall have the right, but not the obligation, to remove any content that violates this Agreement or we, in our sole discretion, otherwise deem objectionable, excessive in size or are in any way burdensome to our systems and otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
10. THIRD-PARTY WEBSITE AND CONTENT
The Services may provide (or you may be sent via the Site), or third parties may provide, links to other websites or resources (“Third-Party Websites”) as well as article, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated monitored or checked for accuracy appropriateness or completeness by us and we do not endorse and are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services made available on or through any such site or resource.
11. DISCLAIMER OF WARRANTY
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
12. LIMITATION OF LIABILITY AND RELEASE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MINDSET CARE, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE MINDSET CARE WEBSITES AND SERVICES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT MINDSET CARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $100.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE MATERIAL OR THE SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.
13. INDEMNIFICATION
You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of the Site and Services, (c) any Breach of your representations and warranties set forth in this Agreement, (d) your violation of the rights of a third party, including but not limited to intellectual property rights, (e) any overt harmful act toward any other user of the Site with whom you connected via the Site, and/or (f) the use of the Services by any other person using your IDs. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval.
14. US TRADE SANCTIONS COMPLIANCE
Mindset Care must comply with international trade sanctions imposed by the U.S. government. These sanctions prohibit Mindset Care from providing certain products and services to individuals or organizations located in designated countries, or to a person or organization that is designated on a U.S. government-maintained list. For this reason, individuals who (1) are on any such list or who work for a company that is on such a list, or (2) are affiliated with, or are employed by organizations that are affiliated with, governments of those countries that are subject to sanctions, or (3) are residents of or are ordinarily residents of countries where U.S. sanctions prohibit Mindset Care from providing certain products or services, will not be able to take advantage of the prohibited products or services. Further, individuals in certain countries may be subject to additional screening and, in some cases, may be prohibited from using certain products and services because of such US government sanctions.
Please note, however, that U.S. government sanctions laws change from time to time, and Mindset Care reserves the right to immediately implement any changes or additions to these restrictions as appropriate, including terminating or suspending the provision of Services who it believes, in its sole discretion, may cause it to violate these laws.
15. TERM AND TERMINATION
This Agreement shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS AGREEMENT OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We may terminate this Agreement, restrict, suspend, or terminate your access to and use of the Services immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use or access the Services. Termination is your sole right and exclusive remedy if you are not satisfied with the Services. Upon the effective date of any such termination, your right to access and use the Services shall immediately cease.
16. DISPUTES
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Wilmington, Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Wilmington, Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, EXCEPT WHERE PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY.
Except as may be required by law, neither a Party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both Parties, unless to protect or pursue a legal right. If for any reason a Dispute proceeds in court rather than in arbitration, the Parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Services.
17. MISCELLANEOUS
This Agreement and your use of the Services will be interpreted under and governed by the substantive laws of the state of Delaware, excluding its conflicts-of-law rules. You agree that exclusive jurisdiction and venue of any dispute with Mindset Care or its licensors, or any of their respective affiliates, officers, directors, employees, contractors, agents, representatives or suppliers, arising out of or in any way relating to this Agreement shall reside in the federal and state courts sitting in Wilmington, Delaware. This Agreement may not be modified by anyone except in writing signed by an authorized officer of Mindset Care. No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement. You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. If any term of this Agreement is held invalid, illegal or unenforceable, the remaining portions shall not be affected. Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination.
18. CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us by either:
- Calling us at: 888-502-3799;
- Emailing us at: allison@mindset.care; or
- Writing to us via mail to: Mindset Care, Attention: Website Customer Service, 80 Broad St Fl 5 Suite 1085, New York, NY 10004.
