Terms of Service

1. Agreement, Authority, and Changes

1.1 Authority and Authorized Users

Customer must be at least eighteen (18) years old and legally capable of entering into these Terms. Customer is responsible for all individuals it authorizes to access the Services, including employees, contractors, advisers, partners, and investment-committee members (“Authorized Users”), and for their compliance with these Terms. Acts and omissions of Authorized Users will be treated as acts and omissions of Customer.

1.2 Additional Terms and Order of Precedence

Certain Services may be subject to an order form, subscription selection, statement of work, engagement letter, enterprise addendum, non-disclosure agreement, data processing agreement, acceptable-use policy, or other written terms accepted by Customer and Mindd (each, an “Order Form” where applicable). If there is a conflict, the applicable Order Form controls, followed by any data processing agreement for Personal Data, any separately signed non-disclosure agreement for more restrictive confidentiality or data-use obligations, and then these Terms.

1.3 Changes to These Terms

Mindd may update these Terms. Material changes will take effect thirty (30) days after Mindd provides notice by email, through the Services, or by posting an updated version with a revised date. Changes required by law, regulation, security needs, or material third-party service requirements may take effect sooner upon notice. Changes will not apply retroactively. Continued use after the effective date of an update constitutes acceptance; otherwise, Customer must discontinue use before that date.

2. Definitions

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Confidential Information” means information identified as confidential or proprietary, or that a reasonable person would understand to be confidential or proprietary, including Customer Content and non-public Mindd Materials, pricing, security information, product plans, methodologies, and business information.

“Customer Content” means Input and Output.

“Input” means Content submitted, uploaded, transmitted, connected, or otherwise made available to the Services by or on behalf of Customer or an Authorized User, including company information, financial statements, cap tables, bank statements, customer and cohort data, legal documents, pitch materials, prompts, and instructions.

“Mindd Materials” means the Services and Mindd’s models, model weights, parameters, algorithms, system prompts, templates, taxonomies, methodologies, scoring frameworks, valuation methodologies, benchmarks, software, workflows, interfaces, designs, documentation, and other proprietary technology or materials, excluding Customer Content and Third-Party Content.

“Model Improvement Program” means an optional program through which Customer affirmatively authorizes Mindd to use specifically authorized Input to develop, train, fine-tune, test, evaluate, and improve shared or generally available Mindd models and Services.

“Output” means a report, analysis, rating, score, valuation, forecast, recommendation, summary, investor match, or other result generated by or through the Services in response to Input.

“Personal Data” means information relating to an identified or identifiable natural person, or an equivalent term under applicable privacy or data-protection law.

“Third-Party Confidential Information” means non-public information relating to another user, company, investor, or opportunity that Customer receives or accesses through the Services.

“Third-Party Content” means content, data, products, services, integrations, or information originating from a person or entity other than Customer or Mindd and made available through or in connection with the Services.

3. Services and Authorized Use

3.1 Limited Right to Use

Subject to these Terms and any applicable Order Form, Mindd grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable service period to access and use the Services for Customer’s internal business and professional purposes. Customer may use and share customer-specific Output in the ordinary course of fundraising, investment evaluation, due diligence, governance, and internal decision-making, but may not resell the Services or Output as a standalone product, data feed, rating service, or competing offering without Mindd’s prior written consent.

3.2 Accounts and Security

Customer must provide accurate, current, and complete account information and keep it updated. Customer is responsible for safeguarding credentials and for all activity occurring through its accounts, except to the extent caused by Mindd’s material breach of these Terms. Customer must promptly notify Mindd at legal@mindd.ai of suspected unauthorized access, credential compromise, or a security incident involving an account. Individual credentials may not be shared except as expressly permitted by Mindd.

3.3 Service Availability and Changes

Mindd may add, remove, or modify features, models, data sources, methodologies, integrations, or technical specifications. Mindd will use commercially reasonable efforts to provide notice of a material discontinuation affecting paid Services, except where immediate action is required for security, legal, regulatory, or technical reasons. The Services may experience interruptions, delays, or errors, and Mindd does not guarantee continuous availability.

3.4 Beta and Preview Features

Mindd may offer beta, pilot, preview, early-access, or experimental features. Such features may be incomplete, change without notice, or be discontinued at any time and may be subject to additional terms. They are provided “as is” and should not be used for mission-critical decisions unless Mindd expressly agrees otherwise in writing.

3.5 Third-Party Features

Customer may choose to use Third-Party Content or integrations made available through the Services. Those items are not part of the Services unless an Order Form expressly states otherwise, and Mindd is not responsible for their availability, accuracy, security, or performance. Use of third-party products may be governed by separate terms.

3.6 No Agency; Regulated Services

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, escrow, or other special relationship between the parties. Neither party may bind the other except as expressly stated in a separate written agreement. Certain introductions, transaction-support, brokerage, placement, advisory, or other regulated services may be offered only under a separate written agreement by Mindd or an appropriately authorized Affiliate. These Terms alone do not require Mindd or any Affiliate to provide such services.

4. Order Forms, Fees, Billing, and Taxes

4.1 Fees and Payment

Customer will pay all fees stated in the applicable Order Form, checkout process, or invoice. Unless otherwise stated, fees are denominated and payable in U.S. dollars, are due when invoiced or charged, and are non-refundable except as required by law or expressly stated in an Order Form. Customer is responsible for fees incurred through its accounts and Authorized Users.

4.2 Recurring Services and Automatic Renewal

If a Service is described as recurring, Customer authorizes Mindd or its payment processor to charge the applicable fees in advance at the stated billing interval until cancellation. Unless an Order Form provides otherwise, a recurring Service renews automatically for successive periods equal to the initial billing period. Customer may cancel before the next renewal date through the applicable account setting or by written notice. Cancellation takes effect at the end of the then-current paid period, and no partial-period refund is provided unless required by law.

4.3 Taxes

Fees exclude taxes, duties, levies, and similar governmental assessments. Customer is responsible for all applicable taxes other than taxes based on Mindd’s net income. If Customer must withhold tax from a payment, Customer will provide supporting documentation and, unless prohibited by law or otherwise agreed in writing, pay an additional amount necessary so that Mindd receives the amount it would have received without the withholding.

4.4 Nonpayment and Price Changes

Mindd may suspend or terminate paid Services for overdue amounts after reasonable notice and may recover reasonable collection costs. Mindd may change published prices on at least thirty (30) days’ notice; changes apply to the next renewal or future purchase unless an Order Form states otherwise.

5. Customer Content, AI Data Use, and Confidentiality

5.1 Customer Responsibility and Required Rights

Customer is responsible for Input and represents and warrants that it has all rights, licenses, consents, notices, and permissions necessary to submit Input and authorize Mindd to process it as described in these Terms. Customer must not submit information that is unlawful, fraudulent, defamatory, infringing, malicious, intentionally misleading, or subject to restrictions that prohibit the contemplated processing. If Customer opts in to the Model Improvement Program, Customer further represents that it has authority to permit the applicable model-development and training uses.

5.2 Ownership of Input and Output

As between the parties and to the extent permitted by applicable law, Customer retains all rights in Input and owns customer-specific Output. Subject to Customer’s compliance with these Terms, Mindd assigns to Customer any right, title, and interest Mindd may have in customer-specific Output, excluding Mindd Materials and Third-Party Content. Output may not be unique, and other customers may receive the same or similar Output.

5.3 Limited License to Customer Content

Customer grants Mindd a worldwide, non-exclusive, royalty-free, and sublicensable license to host, copy, transmit, process, analyze, transform, and display Customer Content solely as reasonably necessary to:

• provide, operate, maintain, secure, support, and administer the Services;
• perform the artificial-intelligence and machine-learning processing permitted under this Section 5;
• comply with applicable law, enforce these Terms, and detect or prevent fraud, abuse, security incidents, or unlawful activity; and
• carry out actions Customer directs or authorizes.

Mindd may sublicense these rights only to Affiliates and service providers that assist in providing the Services and are subject to appropriate confidentiality and data-protection obligations. Mindd will not publicly display, publish, sell, or disclose Customer Content except where Customer makes it public, directs or authorizes disclosure, or disclosure is otherwise permitted under these Terms.

5.4 AI Processing to Provide the Services

Mindd may use artificial-intelligence and machine-learning systems to process Customer Content to provide the Services. Processing may include document ingestion, data extraction, classification, summarization, generation of embeddings, retrieval, scoring, benchmarking, valuation analysis, forecasting, recommendation generation, investor matching, quality assurance, model evaluation, security, fraud and abuse prevention, and customer-specific configuration, adaptation, or fine-tuning. Customer-specific processing may configure or improve systems used solely to provide Services to Customer and does not, by itself, authorize cross-customer model training.

5.5 Shared-Model Training and Model Improvement Program

Unless Customer affirmatively opts in through a separate written agreement or an affirmative setting within the Services, Mindd will not use Customer’s Confidential Information or identifiable Input to train or fine-tune artificial-intelligence or machine-learning models used for the benefit of other customers or to improve shared or generally available Mindd models.

If Customer affirmatively opts in to the Model Improvement Program, Customer grants Mindd a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, label, transform, analyze, test, evaluate, and otherwise process the specifically authorized Input to develop, train, fine-tune, test, evaluate, and improve Mindd’s proprietary models and Services. Customer may withdraw prospectively through the applicable setting or written notice. Unless applicable law requires otherwise, withdrawal will not require Mindd to retrain, delete, or modify models created before the withdrawal became effective.

5.6 Aggregated and Irreversibly Anonymized Information

Nothing in these Terms prohibits Mindd from generating or using analyses, benchmarks, statistics, valuation methodologies, or other insights derived solely from information that has been aggregated and irreversibly anonymized so that neither Customer nor its Confidential Information can reasonably be identified or reconstructed. Mindd may use such information for analytics, benchmarking, research, model evaluation, product improvement, and business insights.

5.7 Third-Party Model and Infrastructure Providers

Mindd may use third-party cloud, document-processing, artificial-intelligence, machine-learning, and model infrastructure providers to deliver the Services. Mindd will use contractual or technical controls reasonably designed to prevent such providers from using Customer Content to train or improve their general-purpose or shared models, unless Customer expressly authorizes that use.

5.8 Mutual Confidentiality

Each party may disclose Confidential Information to the other. Customer Content is Customer’s Confidential Information. Non-public Mindd Materials, product plans, pricing, security information, models, methodologies, and business information are Mindd’s Confidential Information. The receiving party (“Recipient”) will:

• use the disclosing party’s Confidential Information only to exercise rights and perform obligations under these Terms;
• protect it using the same degree of care Recipient uses for its own similar confidential information, and no less than reasonable care; and
• disclose it only to employees, Affiliates, contractors, agents, professional advisers, financing sources, and other representatives who have a legitimate need to know and are bound by confidentiality obligations at least as protective as these Terms.

Recipient is responsible for the acts and omissions of its representatives. Confidential Information does not include information that becomes public through no fault of Recipient, was lawfully known without restriction before disclosure, is lawfully received from a third party without a duty of confidentiality, or is independently developed without use of the Confidential Information.

Recipient may disclose Confidential Information to the extent required by law, regulation, subpoena, court order, or administrative request. Where legally permitted, Recipient will provide prompt notice and reasonably cooperate, at the disclosing party’s expense, with efforts to prevent or narrow disclosure.

Upon written request or termination, Recipient will return or destroy Confidential Information, except information retained to comply with law or maintained temporarily in automated backup, archival, disaster-recovery, security, or internal record-keeping systems. Retained information remains subject to this Section. These obligations continue for three (3) years following the last disclosure; trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

5.9 Confidential Information of Other Users

If Customer receives or accesses Third-Party Confidential Information through the Services, Customer may use it solely to evaluate or pursue the investment, financing, acquisition, strategic relationship, or other opportunity for which it was disclosed. Customer may share it only with Affiliates, partners, investment-committee members, employees, and professional advisers who have a need to know and are bound by confidentiality obligations at least as protective as these Terms. Customer is responsible for their compliance.

Customer must not disclose Third-Party Confidential Information to a portfolio company, competitor, data broker, or unauthorized person; use it to compete with or commercially disadvantage the company to which it relates; upload it to an external AI service except as expressly authorized; or use it to train or fine-tune any AI or machine-learning model. These obligations continue for three (3) years following disclosure, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

5.10 Deletion and Retention

Following account closure and receipt of a verified deletion request, Mindd will delete Customer Content from active production systems within a commercially reasonable period, except to the extent retention is required by law; reasonably necessary for legal, regulatory, compliance, audit, fraud-prevention, security, insurance, or dispute-resolution purposes; permitted under Sections 5.5 or 5.6; or temporarily maintained in automated backup, archival, or disaster-recovery systems. Retained Customer Content remains subject to applicable confidentiality and security obligations and will be deleted in accordance with Mindd’s ordinary retention cycle.

6. Outputs, Ratings, Valuations, and Financial Information

6.1 Probabilistic Results and Human Review

The Services use probabilistic AI and machine-learning systems. Output may be incomplete, inaccurate, misleading, outdated, non-unique, or inconsistent across requests. Customer is responsible for independently evaluating Output, checking factual assertions and calculations, determining whether human or professional review is appropriate, and deciding whether and how to use or share Output. Customer must provide appropriate notices and human review when Output is used in a product, communication, or decision affecting another person or entity.

6.2 Analytical Information Only

Except where expressly provided under a separate written agreement by an appropriately authorized entity, the Services and Output are for informational and analytical purposes only and do not constitute legal, tax, accounting, investment, brokerage, placement, underwriting, credit-rating, or other regulated advice or services; an offer or solicitation to buy or sell a security; or a recommendation or endorsement of any investment, company, investor, transaction, or strategy.

6.3 Scores, Valuations, Forecasts, and Matches

Mindd Scores, Mindd Price, investment-readiness assessments, valuation ranges, forecasts, benchmarks, investor matches, and recommendations are analytical opinions based on available information, assumptions, methodologies, and third-party data. They are not guarantees of present or future value, performance, financing, investment, investor interest, transaction completion, or any other outcome. Customer is responsible for determining suitability and conducting independent diligence.

6.4 Third-Party References and Sources

References to an investor, company, adviser, or other third party in Output do not mean that the third party endorses, sponsors, is affiliated with, or has agreed to work with Mindd or Customer. The Services may include data obtained from public, licensed, customer-provided, or other third-party sources that Mindd may not independently verify. Mindd does not guarantee the sequence, accuracy, completeness, timeliness, or continued availability of such information.

7. Acceptable Use and Restrictions

7.1 Compliance

Each party will comply with laws applicable to its provision or use of the Services, including applicable privacy, intellectual-property, securities, export-control, and sanctions laws. Customer will cooperate with reasonable requests for information necessary to verify identity, authority, security, lawful use, or compliance with these Terms.

7.2 Prohibited Conduct

Customer and Authorized Users may not, and may not assist another person to:

• use the Services for an unlawful, fraudulent, deceptive, infringing, harmful, discriminatory, harassing, defamatory, or abusive purpose;
• submit Content Customer does not have the legal right to provide, including inside information, third-party confidential information, Personal Data, or intellectual property provided in breach of law, contract, fiduciary duty, or confidentiality obligation;
• reverse engineer, decompile, disassemble, duplicate, or attempt to discover or extract source code, model weights, parameters, system prompts, training data, safety mechanisms, or other underlying components of the Services;
• use the Services, Mindd Materials, or Output to build, train, validate, or improve a competing product, dataset, investment-rating service, valuation service, investor-matching service, or AI model, except with Mindd’s prior written consent;
• scrape, crawl, mine, mass-download, cache, archive, mirror, frame, or systematically extract the Services, Mindd Materials, or information about other users, except through an API and within limits expressly authorized by Mindd;
• resell, sublicense, redistribute, republish, broadcast, recirculate, or commercially exploit the Services or Mindd Materials, or construct a database containing all or a material part of them, except as expressly permitted by an Order Form;
• use Mindd Materials or Output to improve the quality of data, ratings, analysis, or services sold or contributed to a third party in competition with Mindd;
• remove or alter proprietary notices, circumvent access controls or usage limits, interfere with the operation or security of the Services, introduce malicious code, or gain unauthorized access to accounts, systems, or networks;
• use the Services or Output as the sole basis for a decision producing legal or similarly significant effects concerning an individual without appropriate human review and compliance with applicable law;
• impersonate another person, misrepresent affiliation or authority, or use the Services in connection with unlawful securities activity, market manipulation, or misuse of material non-public information; or
• support or enable any third party to engage in the foregoing conduct.

8. Intellectual Property, Feedback, and Publicity

8.1 Mindd Materials

Mindd and its licensors retain all right, title, and interest in and to the Services and Mindd Materials, including all present and future intellectual-property rights. The Services are licensed, not sold. Except for rights expressly granted in these Terms, no license or other right is granted by implication, estoppel, or otherwise.

8.2 Use of Customer-Specific Output

Customer may copy, reproduce, and share Output generated specifically for Customer for Customer’s internal business, fundraising, investment evaluation, due diligence, governance, and authorized marketing or transaction purposes, provided Customer does not misrepresent, alter in a misleading manner, or remove material Mindd attributions or disclaimers. Customer may not sell or distribute Output as a standalone commercial information product or competing service without Mindd’s prior written consent.

8.3 Feedback

If Customer voluntarily provides ideas, suggestions, recommendations, analyses, product insights, or other feedback concerning the Services (“Feedback”), Mindd may use, reproduce, modify, incorporate, distribute, and otherwise exploit the Feedback on a perpetual, worldwide, irrevocable, royalty-free, non-exclusive, transferable, and sublicensable basis without obligation to Customer. Customer retains ownership of its underlying intellectual property and Confidential Information; providing Feedback does not transfer ownership of either. Customer represents that it has the right to provide the Feedback and that it does not contain third-party information Customer is prohibited from disclosing.

8.4 Trademarks

Neither party may use the other party’s names, trademarks, logos, or branding except as expressly permitted in writing or as necessary to accurately identify the parties in connection with the Services. No use may imply endorsement, sponsorship, or affiliation beyond the actual relationship.

8.5 Publicity

Mindd may identify Customer by name and logo as a customer of the Services. Customer may opt out by written notice to legal@mindd.ai. Mindd will obtain Customer’s prior written consent before publishing a case study, testimonial, or detailed description of Customer’s use of the Services.

9. Privacy, Security, and Third-Party Services

9.1 Privacy

Mindd will process Personal Data in accordance with its Privacy Policy. If applicable law requires a data processing agreement for Mindd’s processing of Personal Data on Customer’s behalf, the parties will enter into Mindd’s then-current data processing agreement, which will control for that processing.

9.2 Security

Mindd will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, use, alteration, or disclosure. No system is completely secure, and Mindd does not guarantee that unauthorized access or security incidents will never occur. Customer is responsible for using available security controls and protecting its systems, devices, accounts, and credentials.

9.3 Third-Party Sites and Services

Links, integrations, or references to third-party sites, products, services, or content are provided for convenience and do not constitute endorsement. Mindd does not control and is not responsible for third-party terms, privacy practices, content, availability, security, or performance. Customer uses them at its own risk.

10. Term, Suspension, and Termination

10.1 Term

These Terms begin on the Effective Date and continue until terminated. An Order Form may establish a separate subscription or commitment period.

10.2 Termination for Convenience

Customer may terminate these Terms at any time by notice and discontinuing use, subject to payment, notice, renewal, and commitment terms in an Order Form. Mindd may terminate these Terms or discontinue generally available Services for convenience on thirty (30) days’ notice.

10.3 Termination for Breach or Law

Either party may terminate for the other party’s material breach by providing written notice describing the breach and thirty (30) days to cure, unless the breach cannot reasonably be cured. Mindd may terminate immediately upon notice if continued provision is prohibited by law or regulation, Customer materially violates Section 7, Customer’s use creates a material security or legal risk, or Customer fails to pay amounts due after notice and a reasonable opportunity to cure.

10.4 Suspension

Mindd may suspend all or part of the Services if it reasonably believes there is a security threat or attack; Customer or an Authorized User is using the Services in violation of these Terms; payment is overdue; provision is prohibited by law; or a critical third-party provider suspends or terminates a service necessary to provide the Services. Where practicable, Mindd will provide notice and use reasonable efforts to restore access after the cause is cured. To the maximum extent permitted by law, Mindd is not liable for consequences of a suspension made in accordance with this Section.

10.5 Effect of Termination

Upon termination, Customer’s right to access the Services ends, and all accrued payment obligations remain due. Customer is responsible for exporting Customer Content before termination. Sections that by their nature should survive will survive, including those concerning Customer Content and authorized data use, confidentiality, intellectual property, fees, indemnification, disclaimers, limitation of liability, dispute resolution, and miscellaneous terms.

11. Indemnification

11.1 Claims Against Customer

Customer will defend Mindd, its Affiliates, and their personnel, successors, and assigns against any third-party claim, suit, or proceeding arising from or relating to: (a) Input or other information supplied by Customer; (b) Customer’s or an Authorized User’s use of the Services in violation of these Terms or applicable law; (c) Customer’s infringement or misappropriation of another person’s rights; or (d) Customer’s unauthorized use or disclosure of Third-Party Confidential Information. Customer will indemnify those parties for damages, costs, and reasonable attorneys’ fees finally awarded or included in a settlement Customer approves.

11.2 Claims Against Customer by Third Parties for Authorized Paid Use

For Customer’s paid use of the Services, Mindd will defend Customer and its personnel against a third-party claim alleging that the Services, as provided by Mindd and used in accordance with these Terms, directly infringe a U.S. copyright, patent, or trade-secret right, and will indemnify Customer for damages and reasonable attorneys’ fees finally awarded or included in a settlement Mindd approves. This obligation does not apply to claims arising from Input; Customer modifications; combinations with items not provided by Mindd; continued use after notice of alleged infringement; use outside the authorized scope; a patented invention merely described in Output; or trademark use in commerce.

If such a claim appears likely, Mindd may modify or replace the affected Service, obtain the right for continued use, or terminate the affected Service and refund prepaid fees for the unused portion. This Section states Customer’s exclusive remedy for intellectual-property infringement claims involving the Services.

11.3 Indemnification Process

The indemnified party must promptly notify the indemnifying party and reasonably cooperate in the defense. The indemnifying party controls the defense and settlement, but may not settle in a manner requiring the indemnified party to admit wrongdoing, pay money not reimbursed by the indemnifying party, or accept an ongoing obligation without the indemnified party’s prior written consent, not to be unreasonably withheld. Failure to give prompt notice or cooperate excuses obligations only to the extent it materially prejudices the defense.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party represents and warrants that it has authority to enter into these Terms and that doing so does not violate its organizational documents or another binding obligation. Customer further represents and warrants that it has all rights and permissions required to submit Input and authorize the processing described in these Terms.

12.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AN ORDER FORM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, MINDD MATERIALS, THIRD-PARTY CONTENT, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” MINDD DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, AVAILABILITY, AND RESULTS.

MINDD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, UNIQUE, OR SUITABLE FOR A PARTICULAR PURPOSE; OR THAT USE OF THE SERVICES WILL RESULT IN FINANCING, INVESTMENT, A TRANSACTION, A PARTICULAR VALUATION, OR ANY OTHER OUTCOME.

REFERENCES TO A THIRD PARTY IN OUTPUT DO NOT MEAN THAT THE THIRD PARTY ENDORSES, SPONSORS, IS AFFILIATED WITH, OR HAS AGREED TO WORK WITH MINDD OR CUSTOMER. CUSTOMER ASSUMES THE RISK OF RELYING ON CUSTOMER-PROVIDED, PUBLIC, LICENSED, OR THIRD-PARTY INFORMATION USED BY THE SERVICES.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS, CONTRACTS, PRODUCTION, GOODWILL, REPUTATION, OR DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES CUSTOMER PAID TO MINDD FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

The exclusions and cap apply regardless of the form of action, including contract, tort, negligence, strict liability, or otherwise, even if damages were foreseeable and even if a remedy fails of its essential purpose. The cap does not apply to Customer’s payment obligations, Customer’s indemnification obligations, Customer’s unauthorized use of Mindd Materials, or Customer’s breach of Section 5.9 or Section 7. Nothing in these Terms limits liability that cannot lawfully be limited. An Order Form may establish different liability terms, which will control to the extent of a conflict.

14. Dispute Resolution; Arbitration; Class-Action Waiver

14.1 Informal Resolution

Before filing a formal proceeding, the party raising a dispute, claim, or controversy arising out of or relating to these Terms or the Services (“Dispute”) must provide written notice describing the Dispute and requested relief. The parties will attempt in good faith to resolve it informally for forty-five (45) days after delivery of the notice.

14.2 Binding Arbitration

If a Dispute is not resolved within that period, it will be determined in English by final and binding arbitration before one arbitrator under the JAMS Comprehensive Arbitration Rules and Procedures. The arbitration will be seated in New York County, New York and may be conducted remotely where the arbitrator determines appropriate. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. Judgment on the award may be entered in any court having jurisdiction.

14.3 Jury and Class-Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND AGREES THAT EACH MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14.4 Equitable Relief and Confidentiality

Nothing in this Section prevents either party from seeking temporary or preliminary equitable relief in a court of competent jurisdiction to protect Confidential Information or intellectual property. Arbitration proceedings and records will be confidential except as required to enforce an award, comply with law, or obtain professional advice.

14.5 Governing Law and Court Venue

These Terms and any Dispute are governed by the laws of the State of New York, without regard to conflict-of-law principles. Any action not required to be arbitrated, or to enforce an arbitration award, must be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to their jurisdiction.

15. Export Controls and Sanctions

Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive U.S. trade sanctions; is not identified on a U.S. or other applicable restricted-party list; and is not otherwise prohibited from receiving the Services. Customer will not access, use, export, re-export, transfer, or make the Services available in violation of applicable export-control, sanctions, anti-boycott, or trade laws. Mindd may suspend or terminate access where reasonably necessary to comply with such laws.

16. Events and Recordings

16.1 Events

Attendance at a Mindd-hosted event is voluntary. To the fullest extent permitted by law, attendees assume ordinary and inherent risks of participation. Mindd may establish event-specific rules, remove attendees, or cancel or modify an event. Events organized by third parties are not controlled by Mindd and are subject to the organizer’s terms.

16.2 Photos and Recordings

Mindd and its vendors or sponsors may photograph or record Mindd events and may use resulting media for documentation and promotional purposes, subject to applicable law and any notice or consent required at the event. A person with a reasonable objection to a particular use of their image or voice may contact Mindd.

17. Copyright and Intellectual-Property Notices

If you believe Content available through the Services infringes your copyright or trademark, send a notice identifying the protected work, the allegedly infringing material and its location, your contact information, a good-faith statement that the use is unauthorized, a statement under penalty of perjury that the notice is accurate and you are the rights holder or authorized agent, and your physical or electronic signature to:

Copyright Agent

Mindd Technologies, Inc.

405 Lexington Avenue, 9th Floor

New York, NY 10174

legal@mindd.ai

Mindd may remove allegedly infringing material and terminate repeat infringers. A person who believes material was removed by mistake may submit a legally sufficient counter-notice to the same address.

18. Miscellaneous

18.1 Notices and Electronic Communications

Notices under these Terms must be in writing. Mindd may provide notices by email, through the Services, or by posting on the Site. Notices to Mindd must be sent to legal@mindd.ai and, where required by an Order Form or applicable law, to Mindd Technologies, Inc., 405 Lexington Avenue, 9th Floor, New York, NY 10174. Customer agrees to receive electronic communications relating to the Services and these Terms.

18.2 Assignment

Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign them to an Affiliate or in connection with a merger, reorganization, change of control, or sale of all or substantially all of the applicable business or assets, provided the assignee agrees to be bound. No permitted assignment relieves obligations arising before assignment. Any prohibited assignment is void.

18.3 Force Majeure

Neither party will be liable for delay or failure to perform, other than payment obligations, caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, governmental action, epidemics, pandemics, or failures of third-party infrastructure not reasonably preventable by the affected party.

18.4 Entire Agreement

These Terms, the Privacy Policy, applicable Order Forms, and documents expressly incorporated by reference constitute the parties’ entire agreement concerning the Services and supersede prior or contemporaneous understandings concerning the same subject matter. Neither party relies on a statement not expressly included in the applicable agreement.

18.5 Waiver, Severability, and Interpretation

Failure or delay in exercising a right does not waive it. If a provision is invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or severed if modification is not possible, and the remaining provisions remain in effect. These Terms will be construed mutually, with neither party considered the drafter. Headings are for convenience only; “including” means “including without limitation.”

18.6 No Third-Party Beneficiaries

Except for persons expressly entitled to indemnification or liability protections under these Terms, these Terms do not create rights or remedies for any third party.

18.7 Electronic Agreement and Survival

Electronic acceptance, signatures, records, and communications satisfy legal requirements for writing and signature. Provisions that by their nature should survive termination will survive, including those concerning payment, Customer Content and authorized data use, confidentiality, intellectual property, indemnification, disclaimers, limitation of liability, dispute resolution, and miscellaneous terms.

18.8 Contact

Questions about these Terms may be sent to legal@mindd.ai.

Mindd Technologies, Inc.

405 Lexington Avenue, 9th Floor

New York, NY 10174