Terms & Conditions

Terms of Service Agreement

Welcome to MindLyft, operated by Elocin Ventures, LLC (“Elocin”), located in Smyrna, GA. By using the website located at www.mind-lyft.com, the related mobile website, and the mobile application (collectively,the “Websites”), you agree to be bound by these Terms of Service (this “Terms of Service” or“Agreement”), whether you register as a member of MindLyft (“Member”). If you wish to become a Member and/or make use of the service (the “Service”), please read this Agreement. If you object toanything in this Agreement or the MindLyft Privacy Policy, do not use the Service

This Agreement is subject to change by MindLyft at any time, effective upon posting on the relevantwebsite. Your continued use of the Websites and the Service following MindLyft’s posting of revised termsfor any section of the Agreement will constitute your express and binding acceptance of and consent to therevised Agreement:

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERN SHOW DISPUTES WILL BE RESOLVED.

This Agreement is an electronic contract that sets out the legally binding terms of your use of the Websites and the Service. This Agreement may be modified by MindLyft from time to time, such modifications to be effective upon posting by MindLyft on the Websites. By accessing and/or using the Websites or becoming a Member, you accept this Agreement and agree to the terms, conditions, and notices contained or referenced herein.

To access and retain this electronic Agreement, you must have access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such a connection to the World Wide Web, including a computer and a modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it in any word processing program

If you are using the Service and/or accessing the Websites on behalf of acompany, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that:

Illegal and/or unauthorized uses of the Websites include, but are not limited to, browsing or downloading illegal content, collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Websites in any fraudulent or misleading manner, any automated use of the system, such as scraping the Websites, automated scripts,spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undueburden on the Websites or the networks or services connected to the Websites, and using the Websites in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Websites may be investigated, and appropriate legal action may be taken, including, without limitation,civil, criminal, and injunctive redress. Use of the Websites and Service is with the permission of MindLyft,which may be revoked at any time, for any reason, in MindLyft’s sole discretion

You are responsible for maintaining the confidentiality of the username and  password you designate during registration, and for all activities that occur under your username and password. You agree to (a) immediately notify MindLyft of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. MindLyft will not be liable for any loss or damage arising from your failure to comply with this provision. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-login feature if you have it linked to your MindLyft account.

You hereby represent and warrant to MindLyft as follows:

This Agreement will remain in full force and effect while you use the Websites and/or Service. You may terminate your membership and/or subscription at any time by contacting us at support@mind- lyft.com. If you resign or cancel your membership and/or subscription to MindLyft, to help MindLyft analyze and improve the Service, you may be asked to provide a reason for your resignation/cancellation. MindLyft may terminate your membership and/or subscription for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to MindLyft. If MindLyft terminates your membership in the Service because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of MindLyft. MindLyft is not required to provide you with notice before terminating your membership and/or subscription. MindLyft is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

MindLyft reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that MindLyft shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

To protect the integrity of the Services, MindLyft reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Websites.

You acknowledge that MindLyft contains images, text, and other content (collectively, “Intellectual Property”) that is protected by copyrights, patents, trademarks, trade
secrets, and/or other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now or hereafter developed. All Intellectual Property is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and MindLyft owns a copyright in the selection, coordination, arrangement, and enhancement of such Intellectual Property. All trademarks appearing on this Website are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Intellectual Property, in whole or in part. When Intellectual Property is downloaded to your computer, you do not obtain any ownership interest in such Intellectual Property. Modification of the Intellectual Property or use of the Intellectual Property for any other purpose, including, but not limited to, use of any Intellectual Property in printed form or on any other website or networked computer environment, is strictly prohibited unless you receive our prior written consent.

MindLyft prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.

Pursuant to Title 17, United States Code, Section 512(c)(2) or for any other claim of copyright infringement, you hereby agree that notifications of claimed copyright infringement be sent by certified mail to:

[insert address]

If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to MindLyft at the address shown above, giving a written statement that contains:

You hereby acknowledge and agree that MindLyft (i) stores Content and otherinformation at the direction, request, and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage, and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post, or distribute to, on, or through the Websites, and to the extent permissible by law, MindLyft excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that MindLyft cannot and does not review the Content created or uploaded by its users, and neither MindLyft nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Websites for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Service or applicable law.

MindLyft and its subsidiaries, affiliates,successors, assigns, employees, agents, directors, officers andshareholders hereby exclude, to the fullest extent permitted by law, any liability which may arise from any Content uploaded to the Websites by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Websites. By using the Websites, you irrevocably waive the right to assert any claim with respect to any of the foregoing against MindLyft or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, or shareholders.

MindLyft will suspend or terminate your access to the Websites if MindLyft determines, in its sole and reasonable discretion, that you have repeatedly breached these Terms of Service.

If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if we believe that your behavior is inappropriate and violates our Terms of Service, we will send you a written warning to this effect. Any user who receives more than two of these warnings is liable to have their access to the Websites terminated forthwith.

We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by MindLyft at its sole discretion.

Please note that we do not offer refunds to Members whose accounts are terminated because of repeated infringement of these Terms of Service.

In no event shall MindLyft be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Websites or Service, or use thereof. Nothing contained in this Website or in any written or oral communications from MindLyft or its employees or agents shall be construed to make any promise,covenant, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.

The content and functionality on the Websites and the services provided by employees of the Websites are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non- infringement. MindLyft makes no warranties, express or implied, as to the ownership, accuracy, completeness, or adequacy of the Websites’ content or that the functionality of the Websites will be uninterrupted or error-free or free from virus or third-party attack. You hereby acknowledge that your use of the Websites and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL MindLyft, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE THEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES, EVEN IF MindLyft HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL MindLyft HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS; LOST DATA; LOSS OF GOODWILL; COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT; WORK

STOPPAGE; EQUIPMENT FAILURE OR MALFUNCTION; ILLEGAL, IMMORAL OR FRAUDULENT ACTIVITY; PERSONAL INJURY; PROPERTY DAMAGE; OR ANY OTHER DAMAGES OR LOSSES, EVEN IF MindLyft HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT,STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.

In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of MindLyft and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to MindLyft during the six months prior to notice to MindLyft of the dispute for which the remedy is sought.

You agree to defend, indemnify, and hold harmless MindLyft, its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including attorneys’ fees) arising out of: (a) your use of the Services in violation of these Terms; (b) your Customer Data; or (c) your violation of applicable law or the rights of any third party.

If MindLyft is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for MindLyft’s attorneys’ fees and costs.

Some of the Content on the Websites may not be appropriate for children. CHILDREN UNDER THE AGE OF 18 ARE NOT PERMITTED TO USE THE WEBSITES UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT.

Use of the Websites and/or the Service is also governed by our Privacy Policy located at www.mind-lyft.com.

If there is any dispute arising out of the Websites and/or the Service, by using the Websites and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of Georgia, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of Georgia with the same force and effect as if such service had been made within the State of Georgia. You hereby agree to accept service of process for any action here under by certified mail return receipt requested, which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

Except where prohibited by law, as a condition of using the Websites and/or Service, you agree that any disputes, claims and causes of action (collectively, “Claim”) arising out of or connected with the Websites and/or Service, shall be resolve individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of Georgia, County of Cobb. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of Georgia, County of Cobb.

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

If you access MindLyft from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Websites from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.

This Agreement contains the entire agreement between you and MindLyft regarding the use of the Websites and/or the Service.

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, MindLyft’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect MindLyft’s ability to enforce such term at any point in the future.

The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Please contact us with any questions regarding this agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

Contact

For legal inquiries regarding these Terms:
MindLyft – Legal Department
Atlanta, Georgia
info@mind-lyft.com