1. ABOUT THESE USER TERMS
Welcome to Minderful: an app that helps you to discover and stick to the routine that keep you mentally fit. For more information about how Minderful works, please see our website www.minderful.com.
Minderful is brought to you by Minderful (referred to in these Terms as “we”, “us”, “our”, and "Minderful"), a company operated by Doolally Holdings Limited. Doolally Holdings Limited is a limited liability company incorporated in the United Kingdom, Company Number 12160869, with a registered office at 195 Wandsworth Bridge Road, London, SW6 2TT, UK.
Your access to and use of the Services is conditional on your acceptance of and compliance with these Terms. If you do not agree to these Terms, please refrain from using our Services.
2. ABOUT MINDERFUL
Minderful offers accounts for individual members ("Individuals") who may purchase membership via monthly or annual subscriptions. These Terms apply equally to all users unless otherwise specified.
You are solely responsible for your use of the Services. You may use the Services only if you are at least 18 years of age. We do not knowingly market our services to children. You may only create a user account with Minderful if you are legally capable of forming a binding contract with Minderful and are able to abide by and comply with these Terms. You may use the Services only in compliance with these Terms and all applicable local, national, and international laws, rules and regulations.
3. REGISTRATION AND CONFIDENTIALITY
a. How to register
In order to register via the App, you are required to provide your mobile phone number, and you will need to choose a username. In order to register via certain third-party social networking services such as Facebook (an “SNS Account”) we’ll create your account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.
You warrant that all registration information and other personal details provided to us ("Your Information") is, and will be, true and accurate. If any of Your Information becomes out of date or inaccurate, you must update it through the app.
b. Keeping your account information confidential
You are solely responsible for keeping your registration and other personal details (including your email and password) for your account confidential. You are responsible for maintaining the confidentiality of your password and agree to notify us immediately if you suspect that any third party has used your account or had access to your password. You are responsible for any and all use of your account. We strongly recommend that you use a secure password which contains a minimum of 8 characters, including upper-and lower-case letters, numbers and symbols.
You agree that you will not disclose your password to any other person or allow any other person to use your account, and you agree not to use the account, membership number, display name, email address or password of another member of the Services at any time.
4. MEMBERSHIP AND ACCESSING THE SERVICES
Full membership of Minderful will either require you to pay membership fees or to subscribe or otherwise access a partner service that includes Minderful membership. Minderful permits two ways of paying for full membership: via an account with one our mobile App distributors: Apple and Google, or via our payment partner, Stripe. Minderful partner organisations also provide access to Minderful via Apple, Google or Stripe.
To access the app via Apple or Google Account, download the app from the Apple App or Google Play Store. If you are paying membership fees as an individual select a purchase option from the subscription page within the app. Minderful will set the price of the subscription dependent on the purchase option selected and geographical location your account is registered in. We reserve the right to alter the subscription cost at any time, applicable from the subsequent subscription period. By selecting an auto-renewing subscription payment will be charged to your Apple iTunes or Google Play Account at confirmation of purchase. Your Minderful subscription charge will automatically renew for the period. Unless auto-renew is turned off for at least 24 hours before the end of the current period your credit charge will be charged for renewal through your Apple iTunes or Google Play Account within 24-hours prior to the end of the current period. You can turn off an auto-renewing subscription at any time from your Apple iTunes or Google Play Account settings but Minderful is unable to issue refunds for any unused portion of the term. Any unused period of the free trial period, if offered, will be forfeited when you purchase a subscription, where applicable.
We may refuse your application or renewal for membership to the Services at our sole discretion and for any reason.
Access to the Services is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services without notice. We will not be liable if for any reason the Services are unavailable at any time or for any period. We reserve the right to modify, restrict access or terminate access to the Services at any time. You are responsible for making all arrangements necessary for you to have access to Services.
The Services that Minderful provides are always evolving and the form and nature of the Services that Minderful provides may change from time to time. From time to time, we may restrict access to some or all parts of our Services for any reason and without liability to you.
Minderful retains the right to create limits on use and storage at its sole discretion at any time without prior notice or any liability to you.
5. THIRD PARTY SITES
Our app and content may contain links to third party sites, some of which may be owned or operated by parties which are affiliated with Minderful. These links are provided for your information and interest only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
The links to third party websites and services which are operated and owned by third parties may charge a fee for use of certain content or services provided on their websites, for which Minderful will have no liability. You should therefore check whether each of these websites will charge you a fee before pursuing a transaction with that third party or using their website.
You will also be bound by the terms and conditions imposed by third parties with or through whom you book events: please check these carefully, as we have no responsibility or liability for the terms and conditions of any third party.
Our Services must not be framed, “mirrored” or otherwise incorporated into on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice to you.
6. UPLOADING CONTENT
a. You are responsible for all Member Content that you post on the Services
You acknowledge and agree that, if you choose to submit, post or display certain types of Member Content on or through the Services, it may be visible to other members (although we will never share your Member Content without your express consent). Although we do our best to prevent other members from redistributing your Member Content, sometimes this is outside our control, any personal data or other Member Content that you voluntarily disclose online may be redistributed through the Internet and other media channels, and may be viewed by the general public. You also acknowledge and agree that whenever you voluntarily share Member Content on the Services, there is a risk that such information may be accessed by the public. You should only provide Member Content that you are comfortable sharing with others under these Terms.
You warrant, as a condition of using the Services that:
b. Our right to remove Member Content on the Services
Minderful does not edit or control the Member Content posted to or distributed on the Services, and will not be in any way responsible or liable for such Member Content. We nevertheless reserve the right, in our sole discretion, to remove Member Content without notice to you and for any reason, including removing Member Content which violates these Terms (or applicable law) of which we become aware.
If we are notified by a third party that the Member Content you submit or post is in violation of these Terms or any applicable law, either in letter or in spirit of these Terms, we reserve the right to remove such Member Content from the Services without notice to you.
We also reserve the right to access, read, preserve, and/or disclose any information as we reasonably believe is necessary to:
c. No reliance on Content
Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
Minderful does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed by members of the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive.
You acknowledge and agree that Minderful will not under any circumstances be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
Commentary and other materials posted on our Services are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.
d. We may retain your Member Content
Following termination or deactivation of your account, or if you remove any Member Content from the Services, we may retain your Member Content for a commercially reasonable period of time for backup, archival, or audit purposes, or in order to extract or derive metadata or create derivative works from it (although such metadata or derivative works will not be linked with you, or our account, in any way). We may retain and continue to use, store, display, reproduce, modify, perform, and distribute any of this metadata or these derivative works indefinitely.
7. YOUR RIGHTS
a. Rights to your Member Content
You retain your rights, including copyright and other intellectual property rights, in and to any Member Content you submit, post or display on or through the Services. By submitting, posting or displaying Member Content on or through the Services from time to time, you hereby grant Minderful a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, create derivative works from, and distribute such Member Content in any and all media or distribution methods (whether now known or later developed):
We will only use your Member Content for testimonial and/or promotional purposes either with your prior consent or if we have anonymised or pseudonymised the Member Content so that it is not identifiable as having originated from you.
You agree that this licence includes the right for Minderful to make such Member Content available to other companies, organisations, affiliates or individuals who partner with Minderful for the syndication, broadcast, distribution or publication of such Member Content on other media and services in accordance with the licence terms above.
You acknowledge and agree that the Member Content you submit, post or display is non-confidential and non-proprietary.
You agree that no compensation will be payable to you in respect of any of the foregoing uses by Minderful, or other companies, organisations, affiliates or individuals who partner with Minderful with respect to the Member Content that you submit, post, transmit or otherwise make available through the Services.
You waive all moral rights (or similar or equivalent rights in other jurisdictions) you have in such Member Content to the fullest extent permitted by law.
Minderful may modify or adapt your Member Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Member Content as are necessary to conform and adapt that Member Content to any requirements or limitations of any networks, devices, services or media.
b. Your rights to the Services
Minderful hereby grants you a personal, worldwide, royalty-free, revocable, non-sub-licensable, non-assignable and non-exclusive licence to use the Services (which will include future updates made available to you from time to time provided that you understand that such updates may be subject to additional terms notified to you at the time that such update is made available), subject to these Terms. This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Minderful, in the manner permitted by these Terms.
The rights in the Service are licensed, not sold to you. Except to the extent permitted by applicable law, you may not copy, reproduce, republish, disassemble, decompile, reverse engineer, adapt, alter, edit, re-position, rebrand, change, distribute, lend, hire, sub-license, rent, make a derivative work from the Services.
8. MINDERFUL’S RIGHTS
a. Our rights in the Content and Services
All rights (including copyright, trademarks and other intellectual property rights), title, and interest in and to the Services and the Content (excluding Member Content provided by you or other members of the Services) including but not limited to all information, data, text, maps, graphics, the “look and feel”, logos, icons, trademarks, images, video clips, sound clips, editorial content, notices, data compilations, page layout, selection or arrangement of the contents of the Services, and the underlying code and software in the Services are and will remain the exclusive property of Minderful and its licensors. The Services are protected by copyright, trademark, and other laws and treaties around the world. All such rights in the Services, Content (excluding Member Content provided by you or other members of the Services) and related material are reserved.
Nothing in the Terms gives you a right to use commercially the 'Minderful' or name or any of the 'Minderful' or 'M' trademarks, logos, domain names, or other distinctive brand features. Other logos and product and company names mentioned in these Terms may be the trademarks of their respective owners.
b. Prohibition on copying
You must not copy any part of the Content with a view to creating or compiling any form of collection, compilation, directory or database unless we provide you with our prior express written consent to do so.
If you copy or download any part of the Services or Content in breach of these Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
c. Restrictions on Content and use of the services
You agree that you will not use the Services:
(each and separately “Unauthorised Purposes”).
While we will do what we can to protect the security of your Member Content and account, we cannot guarantee that unauthorised third parties will not be able to defeat our security measures. You shall promptly notify Minderful of any actual or suspected unauthorised third party access to your account by emailing us at firstname.lastname@example.org. You shall co-operate with, and assist, us in any action or proceedings by us to prevent or otherwise deal with any unauthorised receipt, access or use of your account by any third party. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
9. THE SERVICES ARE AVAILABLE “AS-IS”
Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services and all products, software and information related to the Services is provided to you on an “as is” and “as available” basis.
Minderful does not guarantee or warrant that the information on the Services is correct, accurate or up-to-date and is not responsible for content or services provided on such third-party websites.
Without limiting the foregoing, Minderful and its affiliates disclaim to the maximum extent permitted by law any warranties, representations (other than fraudulent misrepresentation), guarantees or conditions, whether express or implied.
Minderful makes no warranty and disclaims all responsibility and liability for the completeness, accuracy, availability, functionality, compatibility, freedom from defects, timeliness, security, performance, availability, or reliability of the Services or any content thereon. Minderful will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any Content.
You also agree that Minderful has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. Minderful makes no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Minderful or through the Services, will create any warranty not expressly made herein.
We do not provide any warranty or representation that the Services are free from infection by viruses or anything else that has contaminating or destructive properties. You use the Services at your own discretion and risk, and you will be solely responsible for any damage to your computer, mobile device or network that result from your use of the Services. We will not be liable to you for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or to your downloading of any Content posted on them, or on any website or application linked to or from the Services.
We are not liable to you for any inability to access the Services at any time, for any reason (including but not limited to any planned or unplanned downtime, or any outages on networks (including mobile networks) or when you are not in an area supported by mobile coverage).
10. DATA PRIVACY
11. LIMITATION OF LIABILITY
This section of the Terms is important, and you should read it carefully.
You acknowledge and agree that the Services may contain inaccuracies, omissions or errors. Minderful does not guarantee the accuracy of, and disclaims all liability arising out of such inaccuracies, omissions or errors.
To the maximum extent permitted by applicable law, Minderful and its subsidiaries, affiliates, officers, employees, agents, partners and licensors will not be liable for any:
whether based on warranty, contract or tort (including negligence) or otherwise, even if we have been advised of the possibility of loss or damages.
Please note that Minderful does not offer any medical services and Minderful should not be used for any medical purpose. The information in the Content does not constitute any medical advice from Minderful or Minderful's Clinical Director, although it is drawn from well-evidenced practice. Minderful does not, and cannot, monitor Member Content on an individual level. We hope that you find Minderful useful as an activity log and wellness monitor, but we are not responsible for your health or wellbeing in any way whilst using our Services.
If you are using Minderful as an Individual, Minderful may suggest that you undertake certain activities. You do so entirely at your own risk, so please use your common sense (and consult an appropriate medical professional if necessary) when deciding if any suggested activity is appropriate for you. If you have any doubt as to whether a suggested activity is appropriate, we suggest that you do not undertake it without medical approval.
Notwithstanding the exclusions set out in these Terms, if we are found to be liable to you, our total aggregate liability to you (whether in contract, tort, negligence, strict liability in statute or otherwise) for all and any damages, losses or causes of action arising, by reason or in connection with your use of the Services, shall be limited to £100.
Nothing in these terms shall affect your statutory rights as a consumer or limit or exclude our liability for personal injury or death caused by our negligence or fraudulent misrepresentation or any other liability which cannot be excluded or limited under law.
We will not be held responsible for any delay or failure to comply with our obligations under these Terms if the delay or failure arises from any cause which is beyond our reasonable control.
12. YOUR LIABILITY
This section of the Terms is important, and you should read it carefully.
You are responsible, and assume liability, for all Member Content that you add to the Services. You agree not to hold us responsible for things other members say or do through the Services. If you have a dispute with another member, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes.
You shall indemnify us and keep us fully indemnified on demand from and against all liabilities, costs, expenses, damages and losses, legal costs (calculated on a full indemnity basis) and all other reasonable professional costs (including costs of defence of claims, suits or proceedings brought by third parties)) and expenses suffered or incurred by us arising out of or in connection with your unauthorised use of the Services, the Content, your breach of these Terms and/or as a result of your violation of these Terms and/or as a result of your violation of any applicable laws or regulations.
We reserve the unconditional right to suspend, withdraw, terminate, amend or restrict access to some parts of the Services, or to the Services entirely, to you at any time immediately without notice for any reason, and without liability to you, including (without limitation) in circumstances where:
we have reasonable grounds to suspect you of unauthorised or fraudulent use of the Services;
and to the maximum extent permitted by law, we expressly exclude all relevant conditions, warranties of any kind (either express or implied) and other terms which might otherwise be implied by statute, common law or the law of equity in relation to any liability that you may claim we owe to you in respect of such suspension, withdrawal or amendment.
On termination of these Terms (for whatever reason) all licenses and rights granted to you in relation to the Services shall immediately come to an end.
If we terminate these Terms on any of the grounds listed above you will not be entitled to use the Services at any time in the future.
14. GOVERNING LAW, JURISDICTION AND DISPUTES
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to or your use of the Services. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
If a dispute arises between you and us, we strongly encourage you to first contact us directly to seek a resolution via e-mail at email@example.com. We aim to respond to all user feedback within 72 hours.
15. MISCELLANEOUS TERMS
These Terms are the entire and exclusive agreement between Minderful and you regarding the Services, and these Terms supersede and replace any prior agreements between Minderful and you regarding the Services.
You acknowledge that you have not, in agreeing to these Terms, relied on any representation, warranty or undertaking not expressly incorporated in them.
If any provision of these Terms is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
The Services licensed personally to you and you may not assign, license, sub-license or transfer any right or obligation of these Terms to any third party.
We may transfer any of our rights or obligations under these Terms to any third party but if we do so we will ensure that any company to whom we transfer our rights or obligations will continue to honour your rights under them.
The failure of, or delay by, Minderful to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.
Nothing in these Terms shall be deemed to constitute a partnership between the parties nor constitute either party the agent or employee of the other for any purpose.
Minderful may revise these Terms from time to time; the most current version will always be available https://www.minderful.com/terms-conditions. If the revision, in our sole discretion, is material, we will notify you via an e-mail to the email associated with your account. By continuing to access the Services after those revisions become effective, you agree to be bound by the revised Terms.
Effective Date: 03.11.2021