Mindjoy Service Agreement (Terms And Conditions)

Last updated: 5 August 2024

1. Introduction

1.1 Thank you for choosing Mindjoy. This Mindjoy Service Agreement ("Terms") constitute a binding agreement between Mindjoy ("Mindjoy," "Company," "we," "us") and you, the user ("User," "you" or the Client). They govern your access to and use of our educational services provided via the Mindjoy Platform ("Service"), the Mindjoy IP and generally your relationship with Mindjoy.

2. Acceptance of Terms

2.1 You may accept these Terms by formal signature of these Terms or any other document incorporating these Terms by reference or any form of electronic communication allowed by Mindjoy. You may not use the Mindjoy Service unless you have accepted these Terms. You will be deemed to have accepted these Terms prior to making use of the Mindjoy Service.

2.2 By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, including the https://mindjoy.com/privacy , which is incorporated herein by reference. If you do not agree with any part of the Terms, you must not use the Service.

2.3 To streamline our engagement, the commercial details of our relationship will be documented and agreed in one or more Service Orders. Service Orders will supplement and must be read together with these Terms. Where there is any conflict between the Service Order and these Terms, the Service Order will take precedence, but only to the extent of the conflict.

2.4 For Users under 18, a parent or legal guardian must review and agree to these Terms on their behalf. Without such consent, you are not permitted to use the Service.

2.5 If you are a parent, guardian, or School Personnel and you become aware that a child or student under 16 has provided us with personal information without appropriate consent, please contact us at support@mindjoy.com, and we will take immediate steps to delete such information from our records.

3. Commitment to Legal Compliance

3.1 We are dedicated to compliance with educational laws and regulations, including the Protection of Personal Information Act (POPI), the Family Educational Rights and Privacy Act (FERPA) and the Children's Online Privacy Protection Act (COPPA). We collect personal information based on the consent provided by Users.

3.2 Our services are designed to protect the privacy of children under 13, in alignment with COPPA; we do not collect personal information from such children without School Consent and promptly address any inadvertent collection.

3.3 Mindjoy acknowledges the existence of state-specific educational privacy laws and regulations and endeavors to assist educational institutions in meeting these diverse legal requirements. It remains the responsibility of the educational institutions to provide Mindjoy with information pertaining to any applicable state laws beyond federal mandates to ensure that our services remain compliant.

4. Definitions

4.1 Account country means the country of incorporation or registration of the Client entity that accepts these Terms in accordance with Schedule A.

4.2 Affiliate means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.

4.3 Agreement or Terms means the terms and conditions of this Mindjoy Services Agreement.

Content means as any and all materials, including but not limited to photos, videos, drawings, audio clips, documents, messages, educational materials, AI tutor, prompts, and interactive activities created for student engagement, which users contribute, upload, or otherwise make available through the Service. Content also includes the responses and submissions made by students. Additionally, Content encompasses both the data or information users input into the Service ("Input") and the subsequent data or information that the Service generates as a result ("Output").

4.4 Control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

4.5 Data means all Personal Data and Platform Data.

4.6 Data Controller means the party who determines the manner in which and the purposes for which Data is to be collected.

4.7 Data Processor means the party who processes the Data on behalf of the Data Controller.

4.8 Documentation means resources and documentation that we make available to you from time to time, including on or through the Mindjoy platform or our website.

4.9 Fees means all of the fees payable by the Client in return for Mindjoy Service as stipulated in a Service Order or other agreement.

4.10 Personal Data means personally identifiable information as such term or derivative of such term is defined in applicable data privacy laws.

4.11 Platform Data means details of interactions and activities conducted over the Mindjoy Platform (including user engagement metrics, learning progress data, and usage patterns), aggregated or anonymised information generated from Data, metadata related to Content creation and usage, insights or improvements derived from Data analysis, any information created by or originating from the use of Mindjoy IP (including AI model improvements), and any other non-personally identifiable information that Mindjoy collects or generates through the provision of the Mindjoy Service. This includes, but is not limited to, statistical analyses of user performance and behavior, algorithmic refinements, and any other data that does not identify individual users.

4.12 Professional Services means services provided by Mindjoy to you or any User over and above the general support services and for which Mindjoy will invoice you or the User as agreed in a Service Order, including all initial discovery, implementation, integration and product launch support as specified in a Service Order.

4.13 Mindjoy means the applicable Mindjoy entity designated to contract in your Account Country as detailed in Schedule A, and includes its Affiliates involved in providing a Mindjoy Service.

4.14 Mindjoy Account means the unique, personalized access point created for a User to interact with the Mindjoy Platform and Services, including associated login credentials, user profile, and account-specific settings and configurations.

4.15 Mindjoy Platform means the proprietary educational technology system developed by or on behalf of Mindjoy, encompassing all software, applications, interfaces, algorithms, databases, and associated technologies used to deliver the Mindjoy Services. This includes any updates, modifications, or enhancements made to the platform over time.

4.16 Mindjoy IP means all rights, title and interest (whether registered or not, and wherever they may exist) in patents, copyrights (including derivative works), moral rights, rights of publicity, trademarks, service marks, logos, designs, trade secrets and other intellectual property embodied in or related to the Service and the Mindjoy Platform. This encompasses the underlying software, hardware, technology, user interfaces, displayed/performed content (e.g. texts, graphics, articles, photos, images, illustrations), as well as the design, structure, sequence and overall aesthetic of the Services. It also includes Mindjoy's proprietary code, third-party software, and all Mindjoy trade names, trademarks, service marks, domain names, logos and other distinctive brand features trademarks and marks ("Mindjoy Marks").

4.17 Mindjoy Service means the educational technology offerings provided by Mindjoy, including access to and use of the Mindjoy Platform, AI-powered features, Professional Services, and any other related services or resources provided by Mindjoy as specified in a Service Order.

4.18 Service Levels means the service levels which Mindjoy commits to provide to you.

4.19 Service Order means a written order by you or an agreement for the provision of Mindjoy Service, signed by both Mindjoy and the Client and setting out the commercial details and other nuances of the relationship.

4.20 Users means any person or entity who gains access to the Mindjoy Platform as a result of the Client granting such access in accordance with these Terms.

5. Registration and Access

5.1 To use the Service, you must create a Mindjoy Account. You must provide accurate, complete, and current information during the registration process and are responsible for updating such information as necessary.

5.2 You are responsible for maintaining the security of your login details, passwords, API keys, tokens and other credentials of your Mindjoy Account. Account credentials should not be shared, and you are responsible for all activities under your Mindjoy Account.

5.3 If you become aware of any unauthorized use of any of the above or your Mindjoy Account, you agree to notify Mindjoy immediately.

5.4 To request the deletion of your Mindjoy Account, contact support@mindjoy.com.

5.5 Mindjoy reserves the right to terminate or suspend Mindjoy Accounts if users violate any terms of service, including misuse of account information or unauthorized sharing of account access.

6. Terms for School Personnel and Schools

6.1 Mindjoy's Service is designed to empower a teacher, educator, school leader, aide, or otherwise ("School Personnel") by providing AI-powered educational tools that support and enhance the learning experience for students as part of the school's curriculum.

6.2 When you, as School Personnel, use our Service on behalf of a school, school district, company, another legal entity, or other similar educational institution ("Institution"), these terms apply to you:

Permissions and Authority
6.3 You confirm that you have the Institution's authorization to agree to these Terms, to manage the creation of accounts for students ("Student Accounts"), and to use our Service as part of the educational process.

6.4 Use of the Service is restricted to currently employed School Personnel of the Institution. All login information must be returned and access ceased upon employment termination with the Institution. If at any time you learn of a User of the Service who is not affiliated with your Institution, you will notify Mindjoy immediately at support@mindjoy.com.

Students under 13
6.5 Mindjoy adheres to the Children's Online Privacy Protection Act (COPPA) and requires your assistance to ensure compliance when students under the age of 13 are involved. We can only enable the Service for these students when you provide School Consent (as described below) for the Student's Account creation and necessary classroom functions. We are dependent on you to not create a Student Account or allow the Service to be used in the classroom for children under 13 until you have granted School Consent.

School Consent
6.6 You acknowledge receiving Mindjoy's Direct Notice as per COPPA requirements and a detailed explanation of our privacy practices. You grant Mindjoy the authority to collect and use students' personal information within the Service for educational purposes, asserting that you have the mandate to provide this authorization on behalf of the parent.

Responsibility with School Consent:
6.7 Utilizing School Consent means you agree to handle all related responsibilities, such as providing parents with the required notices, acting as the parent's agent for Consent under COPPA, and offering means for parents to review and control their child's personal information as mandated by COPPA.

6.8 Mindjoy is dedicated to COPPA compliance and relies on the cooperation of schools to obtain parental consent, fulfilling our shared obligation to protect student privacy. If parental consent is withdrawn, you must inform Mindjoy promptly to cease the student's Service access and remove their personal information.

6.9 Under no circumstances will Mindjoy be liable for the School Personnel's failure to consult their school's authorities and administrators or for failing to obtain School Consent when required.

Third-Party Single Sign-On
6.10 When enabling students to use Third-Party Single Sign-On services for platform access, you are responsible for instructing them on secure handling of their credentials. We don't store passwords for these services and encourage the use of multi-factor authentication for additional security.

Eligibility for Students
6.11 Access to the Service is granted solely to students who have been explicitly invited by an authorized School Personnel (Student Account). Unauthorized individuals or those not part of an Institution may not access the Service. A Student Account is the means through which Students access the Service provided by Mindjoy.

Account Creation Protocol For Students
6.12 Students under the age of 13 must have their Student Account created by School Personnel who is authorized to act on behalf of the parent, or by the parent themselves. A unique student code may be provided to allow you to set up your own Student Account, ensuring that it remains under the supervision of your Institution.

Required Consent For Students
6.13 The Service is not available to children under the age of 13 without School Consent. Before creating or allowing the use of a Student Account, you affirm that your age has been accurately provided to Mindjoy, and that the following conditions are met:

• You are over the age of 13;
• If under 13, you have used a unique student code from your School Personnel to create your Student Account;
• Your use of the Service is under the authorization of your School Personnel who have provided the required consent for such use.

Use of Service by Students
6.14 Use of our Service through a Student Account must be consistent with the educational purposes for which it was provided. Any other use not directly related to your learning activities within the Institution is strictly prohibited.

7. Mindjoy Service and Use

7.1 Mindjoy provides a suite of educational technology tools and resources designed to assist educators in planning and conducting classes, as well as evaluating student learning. Our services leverage Generative AI to augment the teaching experience, aiming to foster an environment of curiosity and personalized learning. The offerings include, but are not limited to, AI-powered tutors, lesson planning tools, interactive classroom management software and student engagement tracking.

Acceptable Use
7.2 By accessing Mindjoy Services, primarily intended for educational purposes, you are granted a non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

Access and Use Limitations
7.3 Access to all features may require a subscription or may be limited to specific features and frequency of use. Mindjoy reserves the right to throttle or restrict access to services that require intensive computational resources to ensure optimal system performance for all users. Additionally, services may not be available in all languages or in all geographic locations.

Trial Periods and Beta Services
7.4 Mindjoy may offer trial periods for certain services, allowing users to experience features prior to committing to a subscription. Such trial periods will be offered at Mindjoy's discretion and will be subject to terms and conditions that may differ from those of the standard service agreement.

7.5 From time to time Mindjoy may invite you to try, at no charge, new, experimental services that are not generally available to Mindjoy clients (Beta Services). You may accept or decline any such trial at your sole discretion. Any Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Beta Services are not considered "Mindjoy Service", are provided "AS IS" with no express or implied warranty but are otherwise used subject to these Terms. Mindjoy may discontinue Beta Services at any time in its sole discretion and may never make them generally available.
Users participating in beta services do so at their own risk and are encouraged to provide feedback to help improve the service.

Future Changes to Services
7.6 Mindjoy is committed to the continuous improvement of its services and products. As a result, the features and functionalities of the services are subject to change. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

7.7 We cannot guarantee the delivery of any enhancements, functionality or features or their delivery in any particular time frame. As a result, you are agreeing to these Terms based on the Mindjoy Platform as it exists on the date of your agreement to these Terms and your agreement is not contingent on the delivery of any such future enhancements.

7.8 Mindjoy will communicate any significant changes to its Service in a timely manner. We recommend users to regularly review the updates to stay informed about new features and changes

Applicable Laws
7.9 Your use of the Mindjoy Service must comply with all applicable international and domestic laws, regulations and ordinances. This may include, but is not necessarily limited to, any applicable laws relating to the export of data, the provision of educational services, consumer protection and privacy.

Prohibited Uses
7.10 You agree not to misuse the Service. The following list of prohibitions provides examples but is not exhaustive. Specifically, you agree not to:

• Infringe, misappropriate, or violate the rights of Mindjoy, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights.
• Utilize any automated system, including but not limited to "robots," "spiders," or "offline readers," to access the Service in a manner that sends more request messages to the Mindjoy servers than a human can reasonably produce in the same period by using a conventional online web browser.
• Falsely imply any sponsorship or association with Mindjoy, or claim that output generated by the Service was human-generated when it was not.
• Circumvent any security measures or access controls implemented by Mindjoy or otherwise interfere with the proper working of the Service, including any activities that may create an unreasonable or disproportionately large load on our infrastructure.
• Transfer or resell your access to the Service without the prior written consent of Mindjoy.
• Provide any false personal information to Mindjoy, or create a false identity or falsely claim an affiliation with any person or entity.
• Send or otherwise post unauthorized commercial communications (such as spam) through the Service.
• Collect or gather other people's personal information (including account information) from Mindjoy without their consent.
• Access the Service in any manner that is not explicitly supported or permitted by Mindjoy or these Terms, including accessing the Service from any geographic location where Mindjoy does not offer the Service or where such access may be illegal or otherwise prohibited.
• Share any personal information of minors under the age of 13 or the applicable age of digital consent without the appropriate consent.

8. Mindjoy IP

8.1 You acknowledge and agree that Mindjoy (or, where Mindjoy licenses intellectual property, then Mindjoy's licensors) owns all legal right, title or interest in and to the Mindjoy IP or any copies thereof. All rights in Mindjoy IP not expressly granted to you under these Terms are reserved.

8.2 By using the Service, you acknowledge and agree that you shall not copy, distribute, or produce any derivative works from the Mindjoy IP without obtaining explicit prior written consent from us.

8.3 The utilization of the Service, along with all content and components of the Mindjoy IP, is strictly limited to personal and non-commercial use by our Users in adherence to these Terms.

8.4 The Mindjoy IP is safeguarded by copyright and other applicable intellectual property laws. No rights of ownership pertaining to any intellectual property within our Service or the Mindjoy IP are transferred to you upon usage of our Service. It is agreed that all intellectual property rights in the Mindjoy Service and Mindjoy IP, excluding User Content (as defined below), remain the property of Mindjoy. No provision of these Terms provides the license to use any Mindjoy Marks.
You are prohibited from, and agree not to permit any third party to, engage in the following:

• Operating, licensing, leasing, lending, distributing, or selling the Mindjoy Service or Mindjoy IP.
• Creating or supporting, or assisting others in creating or supporting, products or services that compete with Mindjoy, or using the Mindjoy Service to develop a product with similar ideas, features, functions, interfaces, or graphics.
• Employing, saving, copying, adapting, translating, publishing, transmitting, distributing, performing, uploading, generating derivative works from, displaying, licensing, selling, or otherwise exploiting the Mindjoy IP beyond the scope explicitly allowed under these Terms.
• Decompiling, reverse engineering, disassembling, or attempting to derive the source code of any Mindjoy IP.
• Circumventing or disabling security-related features that prevent or restrict use or copying of any User Content or Mindjoy IP or enforce limitations on the Mindjoy Service, User Content, or Mindjoy IP.
• Removing, obscuring, or altering any legal notices, including copyright and trademark notices, displayed with our Service or on any products or merchandise, or otherwise using the Mindjoy IP in a way that suggests it is your own.
• Claim or register ownership of any Mindjoy IP on your own behalf or on behalf of others.

8.5 You, School Personnel and Users may choose to or we may invite you to provide feedback such as comments, ideas, proposals and suggestions for improvements to the Service ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Mindjoy or its Affiliates under any fiduciary or other obligation, and that we are free to use modify, publish, distribute and sublicense the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

9. Trademarks

Use of trademarks
9.1 Mindjoy hereby grants you a limited, non-exclusive, royalty-free, non-transferable licence, with no right to sub-license, to display the Mindjoy trade name, trademarks, service marks, domain names, logos and other distinctive brand features (Mindjoy Marks) for the sole purpose of promoting or advertising that you use the Mindjoy Service and solely in accordance with the then current trademark usage guidelines for Mindjoy. You agree that all goodwill generated through your use of the Mindjoy Marks shall inure to the benefit of Midjoy and/or its Affiliates.

9.2 You hereby grant Minjdoy a limited, non-exclusive, royalty-free, non-transferable licence, with no right to sub-license, to display your trade name, trademarks, service marks, domain names, logos and other distinctive brand features (Client Marks) in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the sole purpose of advertising or publicising you as a User of Mindjoy and in accordance with your trademark usage guidelines.

10. Content

10.1 By contributing, uploading, or otherwise providing Content to the Service, you affirm that you, or your affiliated Institution, retain all existing ownership rights to such User Content.

10.2 It is important to recognize that while you maintain ownership over your Content, any structural template, examples, layouts, or designs provided by the Service to organize Content is not owned by you. The rights to these elements remain with Mindjoy or our service providers.

10.3 Content that is specifically saved as "Private" through the usage of the Service, will not be made available to the public. In order to deliver and enhance the Service, you grant Mindjoy a limited, non-exclusive, sublicensable (to the extent necessary to perform and improve the Service), worldwide, royalty-free, and transferable right and license to:

• Use, host, copy, store, distribute, publicly perform, display, and publish your User Content, in whole or in part, as it pertains to the operation and promotion of the Service;
• Modify and create derivative works from your Content, implementing such changes as may optimize compatibility and functionality within our Service;
• Utilize and disclose aggregated or de-identified metrics and analytics derived from User Content for the purpose of service improvement, marketing, or business development; and
• Employ de-identified User Content, which may include Student Data or Education Records, for lawful product development, research, or any other purpose in accordance with the https://mindjoy.com/privacy .

Regarding Content and the Creative Commons Attribution 4.0 License:
10.4 When School Personnel create Content and choose to share it publicly by saving it as "Public" through the Service, the Content is licensed under the Creative Commons Attribution 4.0 License. The Content may be shared within your institution or sublicensed to other Service users unless sharing is actively disabled. It is critical to understand that disabling sharing does not affect pre-existing sublicenses and Mindjoy will not issue new sublicenses for such Content post disablement.

Termination of License:
10.5 The license granted to Mindjoy terminates upon the deletion of your Content, including IP content, personal information, or the entire user account. However, certain content, such as that which may constitute an education record, may be retained by Mindjoy as required by legal obligations, for example, under FERPA. Deletion of content from the Service will be executed in a manner akin to emptying the trash bin on a computer, with the understanding that deleted content may remain in backups for a reasonable time but will not be accessible to other users.

Your Responsibilities and Mindjoy's Rights:
10.6 You, or your Institution, must ensure that all Content is legally owned or licensed by you, suitable for the Service, and in compliance with the Terms herein. Mindjoy is not responsible for the validity of Content nor the external links that may be included within it. Mindjoy, or its authorized personnel, reserve the right to moderate, edit, or remove Content at their discretion, with no obligation to publish or continue to display such Content.

Uniqueness and Similarity of Content
10.7 Owing to the inherent characteristics of machine learning technologies, Outputs generated by the Services may not be exclusive, and the possibility exists that identical or similar Outputs may be provided to multiple users. For instance, a commonplace query like "What color is the sky?" may elicit a standard response that could be replicated across various users. Such common Outputs or Responses that are requested by and generated for other users are not considered your Content.

Accuracy and Evolution of AI
10.8 Artificial intelligence and machine learning are dynamic and continuously developing disciplines. Mindjoy actively endeavors to enhance the accuracy, dependability, and overall value of the Service. However, given the probabilistic nature of these technologies, the Service may occasionally yield Outputs that are imprecise or not reflective of actual people, places, or events. It is incumbent upon you to assess the veracity of any Output, which may include human review, to ensure suitability for your intended purposes.

11. Data Privacy

11.1 Your privacy is extremely important to us. Protecting information processed on or through your use of the Mindjoy Platform and Service is one of Mindjoy's top priorities. Each of us have respective obligations insofar as protecting this data is concerned and this section sets them out.

11.2 We take great care to limit what we collect and how we use it, and to enable you to understand our policies.

Use of Data
11.3 Mindjoy processes, analyses and manages Data to (i) deliver the Mindjoy Service to you; and (ii) analyse, develop and improve our products, systems, tools and infrastructure. We will share Data with third-party service providers in order to provide the Mindjoy Service.

Data protection and privacy
11.4 Each of us shall, at our own expense, ensure that we comply with and assist each other to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of Personal Data and the privacy of electronic communications. You affirm that you have or will obtain all necessary consents under applicable laws to disclose Personal Data to Mindjoy and allow Mindjoy to process such Personal Data.

11.5 Mindjoy acts as a Data Controller in very limited circumstances, in respect of your Personal Data, where we determine the purpose and manner in which such data is processed. We have a Privacy Notice that must be read together with these Terms. You can access it at https://mindjoy.com/privacy. It sets out in greater detail what you can expect from us when we act as a Data Controller.

11.6 Where you are the Data Controller and we are the Data Processor in relation to Personal Data processed by Mindjoy as a result of your use of the Mindjoy Service in circumstances where you otherwise determine the purpose and manner in which such data is processed. We undertake to conclude a separate Data Processing Agreement with you, which will set out in greater detail our respective obligations as Data Collector and Data Processor.

11.7 To the extent that we act as a Data Processor of Personal Data, we will only process such Personal Data in accordance with these Terms and lawful instructions reasonably given by you to Mindjoy from time to time (whether under a Data Processing Agreement or otherwise), and we will employ appropriate technical and organisational measures to protect such Personal Data.

11.8 Mindjoy will not be liable for any claim brought by a data subject arising from any action or omission by it to the extent that such action or omission resulted from your instructions.

11.9 You acknowledge that Mindjoy will process Personal Data as owner of the Mindjoy Platform for the purposes of hosting, maintaining and operating the Mindjoy Platform. It may become necessary for Mindjoy to process Personal Data in a jurisdiction other than your Account Country. In the event that we do so, we undertake to (i) provide you with reasonable notice of this transfer (which includes any disclosures in our Privacy Notice or Data Processing Agreement) and (ii) ensure that the appropriate safeguards required by data protection laws are in place. It is then your responsibility to comply with the data protection laws of the new jurisdiction as well as all applicable requirements relating to the transfer of Personal Data to such jurisdiction, and the processing by Mindjoy in order to carry out its obligations under these Terms.

Confidentiality
11.10 Mindjoy will only use Client Data as permitted by these Terms, by other agreements in force between us, or as otherwise authorised by you. Mindjoy will use reasonable care not to disclose any Client Data to others and will use Client Data only for your benefit. This obligation will not apply to information that is or becomes publicly known through no fault of Mindjoy. Nevertheless, and provided the requisite confidentiality undertakings are in place, Mindjoy may disclose relevant Client Data to its employees, consultants and professional advisors on a need to know basis or to third parties if this is required for Mindjoy to fulfil its duties in law.

11.11 Unless Mindjoy indicates otherwise in writing, you will use reasonable care not to disclose to others information that you may acquire relating to any portion of Mindjoy's business or financial affairs, our projects, transactions, clients or customers. You will (i) protect all Data you receive through your use of any part of the Mindjoy IP; (ii) not disclose or distribute any such Data; (iii) use such Data in conjunction with the Mindjoy Services only or as otherwise permitted under these Terms or any other agreement in force between us. This obligation will not apply to information that is or becomes publicly known through no fault of your own.

Security
11.12 Mindjoy bears responsibility for protecting the Data in our possession and will maintain commercially reasonable administrative, technical, and physical safeguards to protect Client Data and Personal Data stored in our servers from unauthorised access, accidental loss, modification, or breach, and we will comply with applicable laws when we handle Client Data and Personal Data.

11.13 No security system is impenetrable and we cannot guarantee that unauthorised parties will never be able to defeat our security measures or misuse Data in our possession. You provide Mindjoy with Client Data and Personal Data on this understanding and agree to implement your own security controls to meet your specific requirements. You are responsible for: (i) managing your access rights, including privileged access; (ii) ensuring that your machines, devices and networks are secured; (iii) ensuring the supervision, management, and control of the use of the Mindjoy Service by your personnel; (iv) developing your own disaster recovery and business continuity plans that address the inability to access or utilise Mindjoy Service; (v) implementing appropriate controls to ensure that only authorised user access (change) requests are communicated to Mindjoy; and (vi) ensuring that you have in place any other appropriate internal security controls relating to your Mindjoy Account and your use of the Mindjoy Service.

Data Breach Procedure
11.14 In the event of a data breach or security incident, Mindjoy shall investigate the incident and take reasonable steps to remediate any damage or prevent further damage. Mindjoy shall notify the User in writing of any such incident within 48 hours of becoming aware of the incident. Mindjoy shall cooperate fully with the Customer and any applicable authorities in addressing the incident.

12. Fees and Payments

All charges associated with your access to and use of the Mindjoy Service ("Fees") are invoiced and due in accordance with the pricing and billing terms provided on the Service's pricing page, or in a Service Order or otherwise agreed in writing between you and Mindjoy.

Mindjoy Subscriptions
12.1 Charges for Mindjoy Subscriptions ("Subscription Fees") are in accordance with the pricing and billing terms provided on the Service's pricing page at the time of purchase.

12.2 You must provide accurate and current billing information, including a valid payment method authorized for recurring use. Subscription Fees will be billed to your payment method according to the billing cycle you select.

12.3 Subscriptions automatically renew using the payment method on file under the same conditions as the previous billing cycle unless cancelled before the renewal date.

12.4 To cancel your subscription, use the subscription management tools in the Service or contact Mindjoy customer support. Upon cancellation, the Service remains active until the end of the current billing cycle.

12.5 Mindjoy maintains a no-refund policy. However, if the Service is terminated by Mindjoy without cause or if you are legally entitled to a refund, as determined by applicable law or Mindjoy's sole discretion, a pro-rated refund for any unused prepaid Fees may be provided.

12.5 Mindjoy reserves the right to modify its pricing terms for the Service, and any such changes will be posted to your account and/or on the Mindjoy website. Such price changes will become effective fourteen (14) days after posting. Any changes in prices will be applied to the Fees billed to your account subsequent to the effective date of such changes.

12.6 Mindjoy may offer a free tier of the Service, subject to certain limitations. Users are not permitted to create multiple accounts with the intention of exploiting free tier benefits. Mindjoy reserves the right to determine whether the use of the free tier is in good faith, and in cases of misuse, standard fees may be charged or access to the Service may be terminated.

12.7 Should you wish to dispute any billed Fees or Taxes, you must notify Mindjoy at support@mindjoy.com within thirty (30) days of the date of the charge. In the event of any Fees being overdue, Mindjoy reserves the right to suspend your access to the Services upon providing written notice.

Service Orders
12.8 For institutional clients, all terms related to pricing, billing, payment methods, renewals, and cancellations will be as specified in the applicable Service Order agreed between Mindjoy and the Client. The Service Order takes precedence over these general terms where there is any conflict.

General Terms
12.9 Mindjoy and its payment processing partners reserve the right to charge the payment method on file for the due Fees. In the event of a payment failure, written notice will be provided to you, and Service access may be suspended until payment is received.

12.10 Unless otherwise stated, our Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any national, provincial, local or or foreign jurisdiction (collectively, Taxes). You are responsible for paying all Taxes associated with your purchase of any Mindjoy Service. If Mindjoy has the legal obligation to pay or collect Taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you, unless you provide Mindjoy with a valid tax exemption certificate authorised by the appropriate taxing authority.

12.11 Mindjoy is solely responsible for taxes assessed against it based on its income, property and employees.

12.12 If any amounts invoiced hereunder are not received by the due date, then: (i) Mindjoy may charge interest on such amounts at the applicable rate set out in Annex A, applied to the outstanding amounts, capitalised monthly, from the date such payment was due until the date paid; and (ii) Mindjoy may, without limiting its other rights and remedies, suspend the Mindjoy Service until such amounts are paid in full. Any outstanding amount becomes immediately due and payable upon suspension or termination of the Mindjoy Service for any reason.

12.13 You are responsible for paying all reasonable expenses and attorneys' fees that Mindjoy incurs collecting any Fee or other amount due, but unpaid, under these Terms.

13. Mindjoy Support

13.1 Mindjoy will provide you with support to resolve general issues relating to your use of your Mindjoy Account and your use of the Mindjoy Platform. This includes providing you with Documentation and regular updates to the Documentation which is the most efficient way for you to resolve any issue.

13.2 If you still have questions after reviewing the Documentation or the relevant Documentation is not available, you can contact Mindjoy helpdesk via support@mindjoy.com for additional information and support.

13.3 Mindjoy will make reasonable efforts to respond to support requests in a timely manner. Mindjoy may modify the scope or availability of its support services at any time with written notice to the Customer.

14. Service Levels

14.1 Mindjoy commits to doing everything reasonably necessary to achieve a 99.9% core functionality uptime availability level. We will communicate any downtime as soon as possible and try to resolve any incident as a matter of priority.

14.2 Mindjoy relies on third-party services for our AI functionalities, and these services are still in development. As a result, there may be instances where our service is temporarily affected and disrupted because of issues, maintenance, updates, and unforeseen circumstances with our third-party services that are beyond the control of Mindjoy and that we cannot commit to resolve within a dedicated timeframe.

14.3 Incidents will be categorised, reported and resolved by Mindjoy in line with the problem severity definitions and response time frames below:

15. Termination

Term
15.1 These Terms continue in full force and effect until terminated in accordance with the following provisions.

15.2 In addition to the rights reserved to terminate the provision of Mindjoy Service for whatever reason set out in other parts of this Agreement, each of us may terminate these Terms for any reason or no reason, with not less than 90 days written notice to the other party, provided that such termination will not be possible while a Service Order is still in effect.

15.3 Each of us may terminate these Terms and any Service Order still in effect by giving 30 days written notice to the other party if either party:

1. commences winding up or business rescue proceedings;
2. is placed in final or provisional liquidation, whether voluntary or involuntary (or analogous proceedings in its jurisdiction); or
3. ceases to carry on business;

and each of us undertakes to promptly notify the other party in the event of any one of these occurrences.

15.4 If either of us breaches any material provision or term of this Agreement (other than those which contain their own remedies or limit the remedies in the event of a breach thereof) and fails to remedy such breach within 14 days of receipt of written notice requiring it to do so then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under this Agreement, including obtaining an interdict, to cancel this Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party's right to claim damages.

Consequences of termination

15.5 Upon termination of these Terms:

1. All rights and licenses granted to you under these Terms will end;
2. you remain liable for all outstanding payment obligations.

15.6 You have a right to all of your Personal Data stored on our servers on termination of a Service Order or this Agreement, as the case may be. You are solely responsible for requesting the information for export from the Mindjoy Platform prior to termination for any reason, provided that if we terminate this Agreement or any Service Order, we will provide you with a reasonable opportunity, as well as the reasonable support, to do so.

15.7 Termination of a Service Order will not automatically lead to termination of this Agreement.

15.8 Upon any termination of this Agreement, 7.9 (Applicable laws), 7.10 (Prohibited Uses), 15.5 (Consequences of termination), 8 (Intellectual property rights), 11 (Data privacy, protection and security) and 16.1, 16.2 (Indemnity), 16.5,16.6, 16.7 (Limitation of liability) and 16 (General) shall continue to be effective after such termination.

16. General Terms

Indemnity
16.1 You hereby indemnify, hold harmless and shall defend Mindjoy against any claim, demand, suit, penalty, fine or proceeding made or brought against Mindjoy by a third party arising from or in any way related to: (i) your breach of the Terms; (ii) your use of the Mindjoy Services or access to the Mindjoy Platform; (iii) your violation of applicable laws, rules or regulations in connection with the Mindjoy Services or the Mindjoy Platform; or (iv) negligent or wilful misconduct of your employees, contractors or agents; (Claim Against Mindjoy), and shall further indemnify Mindjoy for any damages, legal fees and costs finally awarded against Mindjoy as a result of, and for amounts paid by Mindjoy under a settlement, of a Claim Against Mindjoy; provided that Mindjoy: (i) promptly gives you written notice of the Claim Against Mindjoy; (ii) gives you some control of the defense and settlement of the Claim Against Mindjoy (provided that you may not settle or defend any Claim Against Mindjoy unless it unconditionally releases Mindjoy of all liability); and (iii) provides to you all reasonable assistance, at your expense.

16.2 Mindjoy shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of the Mindjoy Services or access to the Mindjoy Platform as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a Claim Against You), and shall indemnify you for any damages, legal fees and costs finally awarded against you as a result of, and for amounts paid by you under a settlement of, a Claim Against You; provided that you: (i) promptly give Mindjoy written notice of the Claim Against You; (ii) give Mindjoy some control of the defence and settlement of the Claim Against You (provided that Mindjoy may not settle or defend any Claim Against You unless it unconditionally releases you of all liability); and (iii) provide to Mindjoy all reasonable assistance, at Mindjoy's expense. In the event of a Claim Against You, or if Mindjoy reasonably believes that your use of Mindjoy Services or access to the Mindjoy Platform may infringe or misappropriate the intellectual property rights of a third party, Mindjoy may in its discretion and at no cost to you: (i) modify the Mindjoy Services or the Mindjoy Platform so that they no longer so infringe or misappropriate; (ii) obtain a licence from such third party for your continued use of the Mindjoy Services or access to the Mindjoy Platform in accordance with this Agreement; or (iii) terminate this Agreement or any Service Order upon 30 days' written notice.

Warranties
16.3 Mindjoy represents and warrants that it has validly entered into these Terms and has the legal power to do so. Mindjoy, its Affiliates, and its licensors make no express warranties and disclaim all implied warranties regarding the Mindjoy Services and the Mindjoy Platform, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, Mindjoy, its Affiliates and its licensors do not represent or warrant to you that: (i) your use of the Mindjoy Services or the Mindjoy Platform will meet your requirements; (ii) your use of the Mindjoy Services or the Mindjoy Platform will be uninterrupted, timely, secure or free from error; and (iii) usage data provided through the Mindjoy Services will be accurate.

16.4 You represent and warrant that: (i) you are eligible to use the Mindjoy Services; (ii) you have the authority to execute and perform the obligations required by these Terms; (iii) any information you provide Mindjoy about your business, products, or services, is accurate and complete; (iv) you will comply with all laws applicable to your business and use of the Mindjoy Services; (v) your employees, contractors, and agents will at all times act consistently with these Terms; and (vi) you will not use the Mindjoy Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Mindjoy Platform or the Mindjoy Services

Limitation of liability
16.5 Except in relation to: (i) a breach of any provisions relating to the Mindjoy IP under section 8 (Intellectual Property Rights) ; (ii) or your obligation to pay Fees; neither party's liability with respect to any costs, loss liability, damage, penalty or expenses or as a result of or pertaining to any claim, interdict, proceedings or other legal process arising out of or related to these Terms (whether in contract or delict or under any other theory of liability) (Claims) shall exceed (in aggregate for all Claims) the Fees paid by you to Mindjoy in the 12 months preceding the incident. The foregoing shall not limit your payment obligations in respect of the Fees.

16.6 Neither party (nor a party's subsidiaries and Affiliates) shall be liable to the other party for any indirect, incidental, special consequential or exemplary damages which may be incurred by the other party, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.

16.7 These limitations on liability shall apply whether or not either party has been advised of or should have been aware of the possibility of any such losses arising

Modification to Agreement
16.8 We may modify these Terms. We'll post notice of modifications to these Terms on this page or elsewhere in the Services and/or as required by law. Changes will be effective immediately, except that for existing users, material revisions will be effective thirty (30) days after posting or notice to you of the revisions unless otherwise stated. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. We may require you to accept the modified Terms in order to continue to use the Service. Your continued use of the Services, following notice of the changes to these Terms, constitutes your acceptance of our amended Terms. If you do not agree to the modified Terms, you should discontinue your use of the Service.

Whole agreement
16.9 The Terms, as supplemented by Service Orders, constitute the whole legal agreement between you and Mindjoy governing your use of Mindjoy IP (but excluding any services which Mindjoy may provide to you under a separate written agreement), and completely replace any prior agreements between you and Mindjoy in relation to the Mindjoy IP. To the extent of any conflict or inconsistency between the provisions in the body of the Terms and any Service Order, the terms of such Service Order shall prevail. If any provision or portion of these Terms is held to be invalid or unenforceable under any applicable law, then such provision shall be severed from these Terms and all remaining provisions will continue in full force and effect.

No agency
16.10 The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
Notices.
16.11 You agree that Mindjoy may provide you with notices relating to your access to the Mindjoy Platform, use of the Mindjoy Services or other notices we are required to provide to you by regular mail or email to the addresses provided in a Service Order. You agree to receive notices via email in lieu of communication by postal mail. Any such notices will have been deemed to have been received by you within 48 hours of the time of posting or emailing the notice. Mindjoy chooses the addresses, both physical and email, set out in the most recent Service Order as its address for the purposes of receiving notices from you under these Terms.

No waiver
16.12 You agree that if either of us do not exercise or enforce any legal right or remedy which is contained in the Terms (or which either of us has the benefit of under any applicable law), this will not be taken to be a formal waiver of either of our rights and that those rights or remedies will still be available to each of us.

Assignment
16.13 Neither of us may assign any of our rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either of us may assign the entirety of our rights and obligations under these Terms, without consent of the other party, to an Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement and/or any Service Order upon written notice to the assigning party.

Force majeure
16.14 Neither of us will be liable for any delays or nonperformance caused by telecommunications, utility, or equipment failures; labour strife, riots, war, or terrorist attacks; nonperformance of vendors or suppliers; pandemics, epidemics; fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will excuse any liability or obligation to pay Fees under these Terms.

Governing law
16.15 The Terms, and your relationship with Mindjoy under the Terms, shall be governed by the applicable governing laws detailed in Schedule A. Subject to the "Dispute resolution" provision below, you and Mindjoy agree to submit to the exclusive jurisdiction of the applicable courts detailed in Schedule A in respect of any dispute arising from the Terms.

Dispute resolution
16.16 Any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, interpretation, breach or termination thereof, will be referred to and finally determined by arbitration in accordance with the UNCITRAL rules of arbitration. There will be one arbitrator, the place of arbitration will be Cape Town, South Africa and the proceedings will be held in English. The parties will maintain the confidential nature of the arbitration proceedings, the hearing and any award made. Nothing in this provision shall prevent either party from approaching a court to seek urgent, interim relief.

Service of process
16.17 The parties choose the addresses, both physical and email, set out in the most recent Service Order as their addresses for the purposes of the service of legal process under these Terms

16. 18 By using the Service, you acknowledge that you've read and understood these terms. If you are using the Service on behalf of an institution, you confirm that you have the authority to bind that institution to these terms.

Schedule A - Mindjoy Services Agreement