MindPal Terms of Service

Last Updated: March 11, 2025

Table of Contents

1. Introduction and Overview
2. Definitions
3. Acceptance of Terms
4. Eligibility and Registration
5. Services Description
6. User Accounts and Responsibilities
7. Content and Conduct Policies
8. Privacy and Data Protection
9. Intellectual Property Rights
10. Payment Terms and Subscription Management
11. Third-Party Services and Integrations
12. AI-Generated Content Disclaimer
13. Service Availability and Modifications
14. Security Measures and SOC 2 Compliance
15. Disclaimers and Limitations of Liability
16. Indemnification
17. Term and Termination
18. Dispute Resolution and Governing Law
19. General Provisions
20. Contact Information

1. Introduction and Overview

1.1 Agreement Purpose

Welcome to MindPal. These Terms of Service ("Terms") constitute a legally binding agreement between you (the "User," "you," or "your") and MindPal, Inc. ("MindPal," "we," "us," or "our") governing your access to and use of the MindPal platform, including our website located at https://mindpal.co, mobile applications, and all related services (collectively, the "Service").

1.2 Related Documents

These Terms incorporate by reference our Privacy Policy and Cookie Policy, which provide detailed information about how we collect, use, share, and protect your personal information. By accepting these Terms, you also acknowledge and agree to our data practices as described in those policies.

1.3 Service Overview

MindPal is an AI-powered platform offering three core services:

• Resume customization tools to help job seekers optimize their resumes for specific job opportunities
• A job board for employers to post positions and job seekers to discover opportunities
• A candidate search tool for recruiters and employers to find potential candidates

1.4 Compliance Framework

MindPal is committed to operating in compliance with applicable data protection laws, including the European Union General Data Protection Regulation ("GDPR") and the California Privacy Rights Act ("CPRA"). We also implement security controls aligned with Service Organization Control 2 ("SOC 2") standards to safeguard your information.

2. Definitions

The following terms shall have the meanings assigned to them below when used in these Terms:

• "Account": The registered profile established by a User to access and use the Service.
• "AI": Artificial intelligence systems and models used to power features of the Service.
• "Applicable Law": All laws, regulations, and rules applicable to the use of the Service, including without limitation, data protection laws, employment laws, intellectual property laws, and consumer protection laws.
• "Content": All information, data, text, software, music, audio, photographs, graphics, videos, messages, or other materials that Users submit, upload, post, or transmit through the Service.
• "Data Controller": The entity that determines the purposes and means of processing personal data, as defined under the GDPR.
• "Data Processor": The entity that processes personal data on behalf of the Data Controller, as defined under the GDPR.
• "Employer": A User who accesses the Service for the purpose of posting job opportunities or searching for candidates.
• "Intellectual Property Rights": All patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
• "Job Seeker": A User who accesses the Service for the purpose of customizing their resume or applying for job opportunities.
• "Personal Data": Any information relating to an identified or identifiable natural person, as defined under the GDPR and CPRA.
• "SOC 2": Service Organization Control 2, a framework for managing customer data based on five trust service criteria: security, availability, processing integrity, confidentiality, and privacy.
• "Subscription": A paid plan providing premium access to specific features or capabilities of the Service.
• "User Data": All data, including Personal Data, provided by Users to MindPal through the Service.

3. Acceptance of Terms

3.1 Binding Agreement

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and any additional terms referenced herein. If you do not agree with any part of these Terms, you must not access or use the Service.

3.2 Capacity to Contract

By using the Service, you represent and warrant that you have the legal capacity to enter into a binding agreement in your jurisdiction of residence. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3.3 Updates to Terms

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes to these Terms, we will provide notice through the Service, via email, or by other means to give you an opportunity to review the changes before they become effective. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms.

3.4 Electronic Communications

By using the Service, you consent to receiving electronic communications from MindPal related to your Account and the Service. These communications may include notices about your Account, changes to these Terms, and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

4. Eligibility and Registration

4.1 Age Requirements

You must be at least 18 years old or the age of majority in your jurisdiction (whichever is greater) to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

4.2 Account Registration

To access certain features of the Service, you must create an Account. When registering for an Account, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

4.3 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:

• Create a strong, unique password
• Keep your Account credentials secure and confidential
• Notify MindPal immediately of any unauthorized use of your Account or any other breach of security
• Ensure that you log out from your Account at the end of each session when accessing the Service from a shared device

4.4 Verification of Identity

MindPal reserves the right to verify your identity and eligibility at any time, including by requesting additional information or documentation. We may deny or restrict access to the Service without notice if we are unable to verify your identity or eligibility.

4.5 One Person, One Account

Each person may maintain only one active Account. If we detect duplicate Accounts for the same individual, we reserve the right to merge or terminate such Accounts without notice.

5. Services Description

5.1 Resume Customization

MindPal provides AI-powered tools designed to help Job Seekers optimize their resumes for specific job opportunities. These tools may include:

• Resume analysis and improvement suggestions
• Keyword optimization based on job descriptions
• Formatting recommendations and templates
• Skills gap analysis

5.2 Job Board

MindPal offers a platform for Employers to post job openings and for Job Seekers to discover and apply for positions. Features may include:

• Job posting creation and management for Employers
• Job search functionality for Job Seekers
• Application submission tools
• Matching algorithms to connect Job Seekers with relevant opportunities

5.3 Candidate Search

MindPal provides tools for Employers to search for and discover potential candidates. These tools may include:

• Candidate database access
• Advanced search filters and parameters
• Candidate outreach templates and tools
• Analytics on candidate engagement

5.4 Service Limitations

MindPal serves as a platform to facilitate connections between Job Seekers and Employers but does not:

• Guarantee employment for Job Seekers
• Verify the accuracy of information provided by Users
• Pre-screen all job postings or candidate profiles
• Guarantee the quality or suitability of candidates for posted positions
• Act as an employer, employment agency, or recruiter

5.5 Service Tiers

MindPal offers different service tiers, including free and paid subscription options, each with varying features and capabilities. Detailed descriptions of service tiers are available on our pricing page at https://mindpal.co/pricing.

6. User Accounts and Responsibilities

6.1 Account Types

MindPal offers different types of Accounts based on User roles:

• Job Seeker Accounts: For individuals seeking employment opportunities
• Employer Accounts: For organizations or individuals posting job opportunities
• Recruiter Accounts: For staffing professionals seeking candidates

6.2 Profile Information

Users are responsible for maintaining accurate, current, and complete profile information. For Job Seekers, this includes resume details, work history, skills, and qualifications. For Employers, this includes company details, job postings, and contact information.

6.3 Prohibited Account Activities

The following account activities are strictly prohibited:

• Creating false identities or impersonating others
• Creating multiple accounts for the same individual or organization
• Sharing account credentials with unauthorized parties
• Using automated methods to access the Service (except through our API where explicitly permitted)
• Using the Service for competitive analysis or to develop competing products
• Accessing, scraping, or indexing the Service for any purpose not explicitly authorized by MindPal

6.4 Content Responsibility

Users are solely responsible for all Content they upload, post, or otherwise share through the Service. Users must ensure that such Content:

• Is accurate and not misleading
• Does not violate any Applicable Law or third-party rights
• Does not contain malware, viruses, or harmful code
• Complies with all provisions of these Terms

6.5 Communication Practices

When using communication features of the Service, Users must:

• Refrain from sending unsolicited or spam communications
• Not use the Service for bulk messaging unless explicitly authorized
• Respect communication preferences set by other Users
• Not harvest contact information from the Service for unauthorized marketing purposes

6.6 Account Monitoring and Enforcement

MindPal reserves the right to monitor Accounts for compliance with these Terms. We may take appropriate enforcement actions for violations, including without limitation, removing Content, issuing warnings, suspending or terminating Accounts, and reporting violations to law enforcement authorities.

7. Content and Conduct Policies

7.1 User Content Standards

All Content submitted, posted, or displayed through the Service must comply with the following standards:

• Legality: Content must not violate any Applicable Law or regulation
• Accuracy: Job postings, resumes, and other Content must be truthful and accurate
• Non-discrimination: Content must not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic
• Professionalism: Content must maintain professional standards appropriate for a career platform
• Respect: Content must respect the rights and dignity of others

7.2 Prohibited Content

Users must not upload, post, or share any Content that:

• Is fraudulent, false, misleading, or deceptive
• Is defamatory, obscene, pornographic, vulgar, or offensive
• Promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group
• Is violent or threatening or promotes violence or actions that are threatening to any person or entity
• Infringes any patent, trademark, trade secret, copyright, or other Intellectual Property Rights of any party
• Violates or encourages the violation of any law, regulation, or contractual obligation
• Contains software viruses or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or hardware
• Interferes with the proper functioning of the Service
• Encourages illegal activity

7.3 Fair Use of the Service

Users must access and use the Service in a manner consistent with reasonable and standard practices. Specifically, Users must not:

• Use the Service in any manner that could disable, overburden, damage, or impair the Service
• Use any robot, spider, crawler, scraper, or other automated means to access the Service for any purpose without our express written permission
• Attempt to gain unauthorized access to secured portions of the Service
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Use the Service for stress testing, load testing, or performance testing without prior written permission from MindPal

7.4 Job Posting Requirements

Employers posting job opportunities must ensure that such postings:

• Accurately describe the position, including job title, responsibilities, and qualifications
• Specify the employment type (e.g., full-time, part-time, contract)
• Include location information (including remote work options if applicable)
• Provide compensation information where required by Applicable Law
• Do not include discriminatory hiring criteria or preferences
• Comply with all employment laws applicable in the relevant jurisdiction

7.5 Resume and Profile Accuracy

Job Seekers must ensure that their resumes, profiles, and other Content:

• Accurately represent their skills, qualifications, and work experience
• Do not misstate or exaggerate credentials, degrees, or past employment
• Provide truthful information about dates of employment and job responsibilities
• Do not include false references or testimonials

7.6 Reporting Violations

If you encounter any Content that violates these Terms, please report it immediately to report@mindpal.co. Please include details about the Content in question and the nature of the violation.

8. Privacy and Data Protection

8.1 Data Processing Roles

Depending on the context, MindPal may act as either a Data Controller or a Data Processor with respect to different categories of Personal Data:

• For Personal Data of website visitors and Account holders, MindPal generally acts as a Data Controller
• For Personal Data processed on behalf of our Employer customers, MindPal generally acts as a Data Processor

8.2 Privacy Policy

Our Privacy Policy, available at https://mindpal.co/privacy-policy/, details how we collect, use, share, and protect your Personal Data. The Privacy Policy is incorporated into these Terms by reference.

8.3 Legal Basis for Processing

Under the GDPR, we process Personal Data on the following legal bases:

• Contractual necessity to perform our obligations under these Terms
• Legitimate interests of MindPal or third parties
• Your consent, where specifically requested
• Compliance with legal obligations

8.4 Data Subject Rights

In accordance with the GDPR and CPRA, you have certain rights regarding your Personal Data, including:

• The right to access your Personal Data
• The right to rectify inaccurate or incomplete Personal Data
• The right to erasure of your Personal Data in certain circumstances
• The right to restrict or object to processing in certain circumstances
• The right to data portability
• The right to withdraw consent where processing is based on consent

To exercise these rights, please follow the instructions in our Privacy Policy or contact us at privacy@mindpal.co.

8.5 International Data Transfers

MindPal may transfer Personal Data to countries outside the European Economic Area (EEA) or your country of residence. When we do so, we implement appropriate safeguards in accordance with Applicable Law, which may include:

• Standard Contractual Clauses approved by the European Commission
• Binding Corporate Rules
• Adequacy decisions by relevant authorities
• Other lawful transfer mechanisms

8.6 Data Retention

We retain Personal Data only for as long as necessary to fulfill the purposes for which it was collected, including for the purposes of satisfying any legal, accounting, or reporting requirements. Our specific retention periods for different categories of data are outlined in our Privacy Policy.

8.7 Data Security

We implement appropriate technical and organizational measures to protect Personal Data, including:

• Encryption of sensitive data
• Access controls and authentication measures
• Regular security assessments and testing
• Employee training on data protection
• Incident response procedures

Despite these measures, no method of transmission over the Internet or electronic storage is 100% secure. Therefore, we cannot guarantee absolute security.

9. Intellectual Property Rights

9.1 MindPal's Intellectual Property

The Service, including all content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by MindPal, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

9.2 Limited License to Use

Subject to your compliance with these Terms, MindPal grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business purposes.

9.3 Restrictions on Use

You may not:

• Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Service, except as permitted by these Terms
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Service
• Access or use for any commercial purposes any part of the Service, unless explicitly permitted by MindPal
• Attempt to decompile or reverse engineer any software contained on the Service
• Remove any copyright or other proprietary notations from the materials
• Transfer the materials to another person or "mirror" the materials on any other server

9.4 User Content License

By submitting, posting, or displaying Content on or through the Service, you grant MindPal a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such Content in any and all media or distribution methods now known or later developed, for the purpose of providing the Service.

9.5 Feedback License

If you provide MindPal with any feedback, suggestions, improvements, enhancements, or feature requests relating to the Service ("Feedback"), you grant MindPal a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license to use, reproduce, modify, publish, distribute, and otherwise exploit such Feedback for any purpose.

9.6 Copyright Infringement

If you believe that any Content on the Service infringes your copyright, please provide the following information to our copyright agent:

• 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
• A description of where the material that you claim is infringing is located on the Service
• 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 is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

Our copyright agent can be reached at: copyright@mindpal.co

10. Payment Terms and Subscription Management

10.1 Subscription Plans

MindPal offers various subscription plans with different features and capabilities. Current subscription options and pricing are available at https://mindpal.co/pricing. MindPal reserves the right to modify subscription plans and pricing at any time.

10.2 Payment Processing

All payments are processed through Stripe, Inc., a third-party payment processor. By subscribing to a paid plan, you authorize MindPal and Stripe to charge your payment method on a recurring basis in accordance with your selected subscription plan.

10.3 Payment Information

You agree to provide accurate and complete payment information. By submitting payment information, you represent and warrant that:

• You are authorized to use the payment method provided
• The payment information you provide is accurate and complete
• You will promptly update your payment information if it changes

10.4 Subscription Term and Renewal

Subscriptions are based on the billing cycle selected during signup (monthly or annual). Unless you cancel your subscription before the end of the current billing cycle, your subscription will automatically renew for the same term at the then-current rate.

10.5 Free Trials

MindPal may offer free trials of premium features. Unless you cancel before the trial period ends, you will be automatically enrolled in the paid subscription plan and charged accordingly.

10.6 Subscription Changes

You may change your subscription plan at any time through your Account settings. Upgrades to a higher-tier plan will take effect immediately, and you will be charged a prorated amount for the remainder of your current billing cycle. Downgrades to a lower-tier plan will take effect at the end of your current billing cycle.

10.7 Cancellation

You may cancel your subscription at any time through your Account settings or by contacting support@mindpal.co. If you cancel, you may continue to use the paid features until the end of your current billing cycle, after which your Account will revert to a free plan with limited features.

10.8 Refund Policy

Payments are generally non-refundable. However, MindPal may issue refunds in its sole discretion for exceptional circumstances or as required by Applicable Law. Requests for refunds should be directed to billing@mindpal.co.

10.9 Taxes

Subscription fees do not include taxes, levies, or duties imposed by tax authorities. You are responsible for paying all applicable taxes associated with your subscription.

10.10 Price Changes

MindPal may change subscription fees at any time. If we change the fees for your subscription, we will provide notice of the change through the Service, via email, or by other means. The fee change will take effect at the start of your next billing cycle.

10.11 Late Payments and Failed Charges

If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and you do not cancel your Account, we may suspend your access to the Service until the payment is successfully processed. For updates to your payment information, please access your Account settings.

11. Third-Party Services and Integrations

11.1 OpenAI Integration

MindPal integrates with OpenAI to power certain AI features of the Service. When you use these features, your Content may be processed by OpenAI subject to the following safeguards:

• Your Personal Data is not used to train OpenAI models
• Data is deleted by OpenAI within 30 days unless required to be retained by law
• Processing is conducted in compliance with applicable data protection laws

11.2 Stripe Integration

MindPal uses Stripe for payment processing. When you provide payment information, it is transmitted directly to Stripe and is not stored on MindPal's servers. Stripe's use of your payment information is governed by Stripe's privacy policy and terms of service.

11.3 External Job Listings

MindPal may display job listings from third-party sources. When you interact with these listings, you may be redirected to external websites. MindPal is not responsible for the content, privacy policies, or practices of these third-party websites.

11.4 Social Media Integrations

MindPal may offer the ability to connect your Account with social media platforms such as LinkedIn, Twitter, or Facebook. When you use these integrations, the Social Media platform may share certain information with MindPal in accordance with the platform's privacy settings and your authorization.

11.5 Limitation of Liability for Third-Party Services

MindPal is not responsible for the performance, policies, or content of any third-party service. Your use of third-party services is at your own risk and subject to the terms and privacy policies of those services.

12. AI-Generated Content Disclaimer

12.1 Nature of AI-Generated Content

The Service includes features that generate content using AI. This AI-generated content is:

• Created through algorithmic processes without human review
• Based on patterns in training data rather than human judgment
• Potentially imperfect or incomplete
• Not legal, medical, or professional advice

12.2 User Responsibility for AI-Generated Content

Users are responsible for:

• Reviewing and verifying all AI-generated content before use
• Making necessary edits to ensure accuracy and appropriateness
• Ensuring content meets professional standards and expectations
• Complying with applicable legal requirements regardless of AI suggestions

12.3 No Warranty for AI-Generated Content

MindPal makes no warranties, express or implied, regarding the accuracy, reliability, or appropriateness of AI-generated content. Such content is provided "as is" without any guarantees.

12.4 MindPal's Rights to AI Improvements

By using the AI features, you grant MindPal the right to use your interactions with our AI systems to improve our algorithms and models, subject to the privacy protections described in our Privacy Policy.

13. Service Availability and Modifications

13.1 Service Availability

MindPal strives to ensure that the Service is available continuously. However, we do not guarantee that the Service will be available at all times or without interruption. The Service may be unavailable during scheduled maintenance periods or due to unforeseen technical issues.

13.2 Modifications to the Service

MindPal reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. This includes changes to features, functionality, or content.

13.3 Support Services

MindPal provides support services for the Service. Support services may include documentation, email support, and live chat assistance, depending on your subscription plan.

13.4 Beta Features

MindPal may offer access to beta features that are still in development. Beta features are provided "as is" without warranty of any kind, and MindPal may modify or discontinue beta features at any time without notice.

13.5 Service Updates

MindPal may automatically update the Service from time to time to improve performance, enhance functionality, address security issues, or comply with regulatory requirements. Your continued use of the Service after such updates constitutes your acceptance of the modified Service.

14. Security Measures and SOC 2 Compliance

14.1 SOC 2 Framework

MindPal implements security controls aligned with the SOC 2 framework based on the five trust service criteria:

• Security: Protection against unauthorized access
• Availability: System availability for operation and use
• Processing Integrity: System processing is complete, accurate, timely, and authorized
• Confidentiality: Information designated as confidential is protected
• Privacy: Personal information is collected, used, retained, disclosed, and disposed of in conformity with commitments and applicable laws

14.2 Security Controls

MindPal implements the following security controls:

• Encryption of data in transit and at rest using AES256 encryption
• Multi-factor authentication for administrative access
• Role-based access controls
• Regular security assessments and penetration testing
• Vulnerability management and patching
• Security logging and monitoring
• Employee security training
• Incident response procedures

14.3 Data Backups

MindPal maintains regular backups of system data to protect against data loss. Backups are encrypted and stored securely in accordance with our data retention policies.

14.4 Security Breach Notification

In the event of a security breach affecting your Personal Data, MindPal will notify you in accordance with Applicable Law. Notification will be provided within the timeframes required by law and will include details about the breach and steps you can take to protect yourself.

14.5 User Security Responsibilities

While MindPal is committed to implementing strong security measures, Users must also take appropriate steps to protect their Accounts and data, including:

• Creating strong, unique passwords
• Not sharing Account credentials
• Using multi-factor authentication when available
• Keeping devices and software updated
• Being vigilant against phishing and social engineering attacks

15. Disclaimers and Limitations of Liability

15.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

MINDPAL DOES NOT WARRANT THAT: (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

15.2 Employment Outcomes

MINDPAL DOES NOT GUARANTEE EMPLOYMENT OUTCOMES, JOB INTERVIEW OPPORTUNITIES, OR HIRING DECISIONS. MINDPAL IS NOT RESPONSIBLE FOR THE ACTIONS OR DECISIONS OF EMPLOYERS OR JOB SEEKERS WHO USE OUR SERVICE.

15.3 User Content and Interactions

MINDPAL IS NOT RESPONSIBLE FOR THE CONTENT POSTED BY USERS OR FOR INTERACTIONS BETWEEN USERS OF THE SERVICE. USERS ARE SOLELY RESPONSIBLE FOR THEIR INTERACTIONS WITH OTHER USERS AND ANY DISPUTES THAT MAY ARISE.

15.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MINDPAL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MINDPAL'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS IN CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO MINDPAL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT PAID MINDPAL FOR USE OF THE SERVICE.

15.5 Exclusions

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16. Indemnification

16.1 Indemnification Obligation

You agree to defend, indemnify, and hold harmless MindPal, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Service, including, but not limited to, your User Content
• Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right
• Any claim that your User Content caused damage to a third party

16.2 Cooperation

If MindPal is subject to a claim for which you are obligated to indemnify MindPal, we will promptly notify you of the claim, and you will cooperate with MindPal in defending or settling the claim at your expense.

16.3 Defense Control

MindPal reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of MindPal.

17. Term and Termination

17.1 Term

These Terms will remain in full force and effect while you use the Service or maintain an Account.

17.2 Termination by User

You may terminate your Account at any time by following the instructions in your Account settings or by contacting us at support@mindpal.co. Termination of your Account will not relieve you of any payment obligations that accrued prior to termination.

17.3 Termination by MindPal

MindPal may terminate or suspend your Account and your access to the Service at any time, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

17.4 Effects of Termination

Upon termination of your Account:

• Your right to access and use the Service will immediately cease
• MindPal may delete your User Content and Account information
• Any outstanding payment obligations will become immediately due
• Provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability

17.5 Data Retention After Termination

After termination, MindPal may retain certain information associated with your Account as required by Applicable Law or as necessary for legitimate business purposes, such as record-keeping, accounting, fraud prevention, and dispute resolution. Any retained information will be handled in accordance with our Privacy Policy and applicable data protection laws.

17.6 Reactivation

If you wish to reactivate your Account after termination, you may contact MindPal at support@mindpal.co. Reactivation is subject to MindPal's approval and may not be possible in all cases, particularly where termination was due to violations of these Terms.

18. Dispute Resolution and Governing Law

18.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.

18.2 Dispute Resolution Process

If you have a dispute with MindPal, you agree to first contact us at legal@mindpal.co and attempt to resolve the dispute informally. If MindPal has not been able to resolve your dispute within 60 days, either party may initiate formal proceedings.

18.3 Arbitration Agreement

Except for disputes that qualify for small claims court, any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted in San Francisco, California, unless you and MindPal agree otherwise. Each party will be responsible for paying any filing, administrative, and arbitrator fees in accordance with the rules of the American Arbitration Association.

18.4 Class Action Waiver

YOU AND MINDPAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and MindPal agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

18.5 Exception to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights pending completion of the arbitration.

18.6 Opt-Out Right

You have the right to opt out of this arbitration agreement by sending written notice to legal@mindpal.co within 30 days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you want to opt out of arbitration.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and MindPal concerning the Service and supersede all prior or contemporaneous communications, whether electronic, oral, or written, between you and MindPal with respect to the Service.

19.2 Waiver

No waiver by MindPal of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of MindPal to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

19.3 Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

19.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without MindPal's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. MindPal may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

19.5 Relationship of the Parties

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

19.6 Force Majeure

MindPal will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

19.7 Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by MindPal: (i) via email (in each case to the address that you provide); or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

19.8 Export Control

You may not use, export, re-export, import, or transfer any portion of the Service except as authorized by United States law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws or regulations.

19.9 U.S. Government Users

The Service and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Service and related documentation are being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to all other end users pursuant to the terms and conditions of these Terms.

19.10 Language

The original of these Terms is in English. If there is any conflict between the English version and any translation, the English version will prevail.

20. Contact Information

20.1 General Inquiries

For general inquiries about the Service or these Terms, please contact us at:

MindPal, Inc.
415 Mission St, San Francisco, CA 94105 Email: hello@mindpal.co

20.2 Specific Contacts

For specific inquiries, please use the following contact information:

• Privacy Questions: privacy@mindpal.co
• Copyright Claims: copyright@mindpal.co
• Billing Issues: billing@mindpal.co
• Technical Support: support@mindpal.co
• Legal Matters: legal@mindpal.co
• Security Concerns: security@mindpal.co