The Terms and Conditions
Healthy Mindfulness Inc. and its affiliates and subsidiaries (collectively referred to throughout as “MH,” “we” or “us”), offer a variety of products and services, including the MH-branded wellness related websites, applications, content and other technology products and services; and all other current and future digital products and service offerings we make available, and any products and services provided in collaboration with our partners (collectively, the “Services”).
These Terms and Conditions of Use (“Terms”) govern your access to and use of our Services. Please read the Terms carefully before using our Services, as they are a legally binding contract between you and MH. Your access and use of the Services (regardless of whether you create an account with us), constitutes your agreement to these Terms and our Privacy Policy, which is incorporated into the Terms the “Privacy Policy”). Further, by accessing and using our Services, you understand and agree that your Personal Data (as that term is defined in our Privacy Policy) and User-Generated Content (defined below) that is shared with a Service may also be shared among the entirety of MH and its other Services.
Use of the Services and Your Account
Who Can Use the MH Services
You must be at least eighteen (18) years of age to use our Services. No individual under these age limits may use the Services, provide any Personal Data to MH, or otherwise submit Personal Data through the Services (e.g., a name, address, telephone number, or email address).
Your Account
You may need to register for an MH account in order to access or use certain Services. Your account may automatically provide you access and means to use new Services that we create. When you create an account for any of our Services, you must provide us with accurate and complete information as prompted by the account creation and registration process and keep that information up to date.
Service Updates, Changes and Limitations
We may from time to time, as we see fit, develop and provide updates for certain Services. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Certain portions of our Services may not properly operate if you do not install all Updates.
Service Monitoring and Suspension
We may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or Content.
Ownership and Use of Content
Definitions
For purposes of these Terms, (i) the term “Content” means any creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, text, ideas, communications, replies, comments, information, data, software, scripts, executable files, graphics, designs, copyrights, trademarks, patents, sounds, applications and any intellectual property therein, any of which may be generated, provided, or otherwise made accessible on or through the Services; (ii) the term “User-Generated Content” means any Content that user (including you) submits, transfers, or otherwise provides to or through the use of the Services. Content includes, without limitation, all User-Generated Content; and (iii) the term “MH Content” means all Content that is not User-Generated Content.
Ownership
All copyright, trademarks, design rights, patents and other intellectual property rights in and on the Services and MH Content belong to MH and/or its partners or applicable third parties. Except as expressly provided in the Terms, nothing in the Terms grants you a right or license to use any MH Content, including any content owned or controlled by any of our partners or other third parties.
Your License to Us
When you provide User-Generated Content to MH through the Services, you grant MH and our users a non-exclusive, irrevocable, royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, cache, reproduce, publish, display, perform, distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Services are available), commercialize, create derivative works of, and otherwise exploit such User.
Trademarks
MH owns or licenses all MH trademarks, service marks, branding, logos, and other similar assets (the “MH Trademarks”). Please do not copy, imitate, modify, display or otherwise use the MH Trademarks (in whole or in part) for purposes other than personal use or in connection with any web or mobile product or service that is not authorized by MH, without our prior written approval.
Physical Activities
Limitation of Liability
To the maximum extent permitted by applicable law, under no circumstances (including, without limitation, negligence) shall MH, its subsidiaries, partners or any wireless carriers be liable to you or any third party for (a) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (b) loss of profits, revenue, data, use, goodwill, or other intangible losses; (c) damages relating to your access to, use of, or inability to access or use the Services; (d) damages relating to any conduct or content of any third party or user using the Services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any Third-Party Content, Third-party Products or Third-Party Activities accessed via the Services. To the maximum extent permitted by applicable law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not MH has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose. To the maximum extent permitted by applicable law, the total liability of MH, for any claim under these Terms, including for any implied warranties, is limited to the greater of one thousand dollars (us $1,000.00) or the amount you paid us to use the applicable Service(s) in the past twelve months.
Indemnification to the maximum extent permitted by applicable law, you agree to indemnify and hold MH, its subsidiaries, suppliers and other partners harmless from any claim or demand, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of these Terms and Conditions or Services. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.
These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina and controlling U.S. federal law as applicable, without regard to its conflict of law principles. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of disputes relating to your general use of the Services under the rules of the American Arbitration Association. Any arbitration between you and us, to the extent necessary, will be conducted in Raleigh, North Carolina, and you waive any right to claim that such location is an inconvenient forum. You agree not to sue us or bring arbitration in any other forum. The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the rules of the American Arbitration Association.
Both you and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens for everyone involved: the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice.
All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement describing the reasons for the disposition of any claim. You also acknowledge and understand that, with respect to any dispute with us arising out of or relating to your use of the Services: You are giving up your right to have a trial by jury; You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and You must file any claim within one (1) year after such claim arose or it is forever barred. If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in Durham, North Carolina, and you and we hereby submit to the personal jurisdiction and venue of these courts.
This agreement to arbitrate will not preclude you or MH from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or MH from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of MH’s intellectual property rights. Survival If our relationship or these Terms terminate, it will not limit any of our other rights or remedies, and any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination. Miscellaneous You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the Services. The Terms and any Product-Specific Terms constitute the entire agreement between you and us with respect to your use of the Services. Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You may not assign, delegate, or otherwise transfer your account or your obligations under these Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the Services. Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Terms. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.
This agreement to arbitrate will not preclude you or MH from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or MH from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of MH’s intellectual property rights.
Survival
If our relationship or these Terms terminate, it will not limit any of our other rights or remedies, and any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination.
Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the Services. The Terms and any Product-Specific Terms constitute the entire agreement between you and us with respect to your use of the Services. Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You may not assign, delegate, or otherwise transfer your account or your obligations under these Terms without our prior written consent.
We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the Services. Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Terms. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.
If you have any feedback, questions or comments about the Services, please contact us via email at customerservice@mindhealthy.com, or by mail at the address below. Please be sure to include in any email or postal mail your full name, email address, postal address, and any message.
MindHealthy, Inc.
9650 Strickland Road, Ste 103-335
Raleigh, NC 27615
Include the subject as “Attn: Legal – Terms and Conditions of Use.”
This notice was last revised November 10, 2018.