Terms of Service

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Mindsmith Learning, Inc ("Company," "we," "us," or "our"), concerning your access to and use of the mindsmith.ai website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site"). We are registered in Utah, United States and have our registered office at 3400 N Ashton Blvd, Ste 410, Lehi, UT 84043. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service from time to time. We will alert you about any changes by updating the "Last Updated" date of these Terms of Service, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. 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 Service by your continued use of the Site after the date such revised Terms of Service are posted.

The information provided on the Site is not intended for distribution to or use 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 us to any registration requirement within such jurisdiction or country. Accordingly, those persons 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.

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

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 (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 these Terms of Service, 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.

User Content Ownership

Any content that you create using our Site, including but not limited to text, audio, video, graphics, course materials, training modules, and any other creative works (the "User Content"), shall remain your sole and exclusive property. By creating and submitting User Content on the Site, you represent and warrant that you own all rights, titles, and interests in and to the User Content. We do not claim any ownership rights in your User Content, and you are free to use, sell, license, or otherwise exploit your User Content as you see fit.

Content Privacy and Non-Sharing

Your User Content will not be shared with, disclosed to, or made accessible to any individual, entity, or third party outside of your designated team or organization account. We implement appropriate technical and organizational measures to ensure that your User Content remains private and accessible only to authorized members of your team. We will not sell, rent, lease, or otherwise distribute your User Content to any third party for any purpose.

AI Training and Data Use Restrictions

We will not use your User Content to train, develop, improve, or fine-tune any artificial intelligence models, machine learning algorithms, or similar technologies, whether owned by us or by any third party. Your User Content will not be shared with third-party AI service providers for the purpose of model training or improvement. Any use of AI technologies within our platform to assist in content creation operates solely for your benefit and does not result in your User Content being incorporated into any training datasets.

We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Service; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) 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, 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 may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Individual Account Requirement

Each account on the Site must be registered using an email address belonging to a named individual. Generic, shared, or role-based email addresses (such as learning@company.com, info@company.com, admin@company.com, or similar) are not permitted for account registration. Each account is intended for use by a single individual and may not be shared among multiple users.

Paid Subscription Eligibility

Upgrading to a paid subscription tier requires that your account is registered with an email address belonging to a named individual. Accounts registered with generic, shared, or role-based email addresses are not eligible for paid subscriptions. We reserve the right to decline or revoke a paid subscription upgrade if we determine, in our sole discretion, that the account does not meet this requirement.

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

• Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
• Use any information obtained from the Site in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Site in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Site.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
• Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
• Copy or adapt the Site's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Site.
• Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Use the Site to advertise or offer to sell goods and services.
• Sell or otherwise transfer your profile.

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Service.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Service.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Service, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Site.

You agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

The Site may incorporate artificial intelligence ("AI") technologies to assist you in creating, editing, or enhancing content. While we strive to ensure that AI-assisted features are helpful and accurate, you acknowledge and agree that:

• AI-generated or AI-assisted content is provided on an "as-is" basis and may contain errors, inaccuracies, or omissions.
• You are solely responsible for reviewing, verifying, and approving all AI-generated or AI-assisted content before publishing, distributing, or otherwise using it.
• We do not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated content for any particular purpose.
• AI-generated content does not constitute professional advice of any kind, including but not limited to legal, medical, financial, or educational advice.
• You are responsible for ensuring that any AI-generated content complies with applicable laws, regulations, and third-party rights, including intellectual property rights.

We expressly disclaim any liability arising from your reliance on AI-generated content or your failure to review such content prior to use.

Termination by Us

We may, in our sole discretion, terminate or suspend your account and access to the Site immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service. Upon termination, your right to use the Site will immediately cease.

Termination by You

You may terminate your account at any time by contacting us at the contact information provided below or by using any account termination functionality available through the Site.

Effect of Termination

Upon termination of your account, we will make your User Content available for export for a period of thirty (30) days following termination. After this 30-day period, we reserve the right to delete your User Content from our active systems, though residual copies may remain in backup systems for a reasonable period thereafter. We will not use your User Content for any purpose following termination other than to facilitate your export of such content during the 30-day period.

Survival

All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

You agree to defend, indemnify, and hold harmless Mindsmith Learning, Inc., 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: (a) your violation of these Terms of Service; (b) your use of the Site, including but not limited to your User Content, any use of the Site's Content, services, and products other than as expressly authorized in these Terms of Service; (c) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (d) any claim that your User Content caused damage to a third party.

This defense and indemnification obligation will survive the termination of these Terms of Service and your use of the Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.

Governing Law

These Terms of Service and your use of the Site shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles.

Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms of Service, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Utah County, Utah. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs of arbitration, and the parties shall equally share the fees of the arbitrator.

Class Action Waiver

YOU AND MINDSMITH LEARNING, INC. 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 we agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Severability

If any provision of these Terms of Service is held to be unenforceable or invalid by a court of competent jurisdiction, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Waiver

No waiver of any term or condition set forth in these Terms of Service 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 to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

Entire Agreement

These Terms of Service, together with the Privacy Policy and any other legal notices or policies published by us on the Site, constitute the entire agreement between you and Mindsmith Learning, Inc. concerning the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

Assignment

We may assign our rights and obligations under these Terms of Service, in whole or in part, to any party at any time without notice to you. You may not assign your rights or obligations under these Terms of Service without our prior written consent.

Force Majeure

We shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms of Service, for any failure or delay in fulfilling or performing any of our obligations under these Terms of Service when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, explosion, governmental actions, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, civil unrest, national emergency, revolution, insurrection, strikes, lock-outs, labor disputes, failure of third-party telecommunications or power supply, or cyberattacks.

If you have any questions about these Terms of Service, please contact us at: