1.THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND MINDLY ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN SECTION 11 OF THESE TERMS. Please only create an Account (as defined below) or otherwise use the Platform if you agree to be legally bound by all terms and conditions herein. Your acceptance of these Terms creates a legally binding contract between you and the Mindly. If you do not agree with any aspect of these Terms, then do not create an Account or otherwise use the Platform.

2.Our Privacy Policy, at Mindly Care (the Privacy Policy), describes the collection, use and disclosure of data and information by Mindly in connection with the Platform. The Privacy Policy, as may be updated by us from time to time in accordance with its terms, is hereby incorporated into these Terms, and You hereby agree to the collection, use and disclose practices set forth therein.

3.BY USING OUR PLATFORM, YOU REPRESENT TO US THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE. Our Platform is intended for use solely in the United States of America by residents of the United States of America, and we make no claims that our Platform is appropriate for use outside of such markets.

4.We may modify these Terms for any reason at any time by posting a new version on our Website and App, which changes will not affect any rights or obligations accrued prior to such changes. By continuing to use the Platform following notice of modified Terms, You agree to be bound by the modified Terms. If You do not agree to any provision of these Terms or any later version of these Terms or otherwise wish to terminate Your relationship with us, Your sole option and recourse is to cease using the Platform.

1.Health Care Practitioners and their Clients. To the extent You or a person for whom You are a parent or guardian (a 'Client') have or has been referred to the Platform by a physician or other health care practitioner (a 'Practitioner'), our App may enable You to interact with Your referring Practitioner including by uploading certain media, including text, email, video, image or audio (collectively, Your 'Content') and receiving Output (as defined below) to and from the Platform in connection with the Practitioner's treatment or evaluation of You or the Client, as applicable. In the event of a conflict between these Terms and any written agreement between You and a Practitioner, these Terms will govern to the extent of the conflict.

2.Mindly Does Not Provide Medical Advice. The information, whether text, data, charts, and other materials generated by our Platform from Your use of the Platform, including as facilitated by a Practitioner ('Output') are for Your informational purposes only. Mindly does not provide, and the Platform does not include or provide, professional medical advice, or diagnosis or treatment of any medical or other conditions. Without limiting the foregoing, You acknowledge and agree that the Platform and any Output made available through the Platform are intended for use as a non-device clinical decision support software application within the meaning of Section 520(o)(1)(E) of the federal Food, Drug and Cosmetic Act, 21 U.S.C. Sec. 360j(o)(1), and the regulations and guidance issued by the U.S. Food and Drug Administration to implement that provision. By accessing or using the Platform and Output, You agree to only use the Platform and Output in this manner and solely for this purpose.

1.Login Credentials. In order to use our Platform, You may be required to create an account (an 'Account'). We may ask You to create a username and password or we may permit You to login through a third party application (Your username and password for the Platform or such third party application, Your 'Login Credentials'). You are responsible for protecting Your Login Credentials from unauthorized use, and You are responsible for any activity that occurs on Your Account, including with respect to any financial obligation. You agree to notify us immediately if You believe that Your Login Credentials have been or may be used without Your permission. We are not responsible for any loss or damage caused directly or indirectly by Your failure to safeguard Your Login Credentials.

2.Account Information. During registration for Your Account, we may require You to provide certain information, such as Your name, email address, physical address, phone number or payment account information (any such information, Your 'Account Information'). You represent and warrant to and covenant with us that Your Account Information is accurate, complete and up to date. You are responsible for maintaining the accuracy, completeness and currency of Your Account Information. We may contact You to verify Your Account Information and may require You to provide additional information for purposes of fraud prevention or verifying Your Account Information. We may suspend You from the Platform if You do not provide such information to our reasonable satisfaction.

1.We do not currently anticipate charging fees for Your use of our Platform. However, we reserve the right to do so in the future. We will provide notice on the Platform before we charge such fees. If You continue to use the Platform after we provide such notice, You agree to pay the fees described on the Platform.

1.Modification of App. Without limiting Section 1(d) of these Terms, we may change or update the Platform at any time and for any reason. For instance, we may add or remove features including making free services paid services and vice versa. We will endeavor to give You advance notice about any material changes. However, You understand and agree that we may modify the Platform at any time without prior notice to You.

2.Suspension of the App. We may suspend or discontinue the Platform in whole or in part at any time and for any reason without notice to You. The Platform may periodically become unavailable due to maintenance or malfunction of computer equipment or other reasons. In order to use the Platform, You must have a computer and Internet connection or compatible mobile device enabled with our App installed. You are solely responsible for procuring any hardware, software or other materials that are required or recommended for Your use of the Platform.

3.Termination by Us. We may terminate Your access to the Platform, in our sole discretion, at any time and for any reason. If You have provided us with Your email address, we may provide electronic notice of such termination to You at such email address. You agree that we are not liable to You or any third party for any termination of Your access to the Platform.

4.Termination by You. You may terminate these Terms at any time by ceasing to use the Platform and, if applicable, by closing Your Account. If You have an Account, we may provide instructions on the Platform for how to close Your Account. Please follow such instructions to close Your Account.

5.Effects of Termination. Upon expiration or termination of these Terms, including in accordance with subsection (d), above, Your use of and access to the Platform, and Your right to access and use the Platform, shall cease and Mindly shall have no obligation to maintain or provide any of Your Content beyond the greater of: (i) thirty (30) days after termination; (ii) any retention period specified in the Privacy Policy; or (iii) as otherwise required by our Data Retention and Disposal Policy, and may thereafter in Our discretion, unless legally prohibited, delete all Your Content in our systems or otherwise in Our possession or under Our control.

6.Survival of Terms. The following Sections of these Terms and any accrued obligations will survive any termination of these Terms: 2, 4, 5(e), 5(f), 5(g), 6, 7(c), 7(d), 9, 10, 11 and 12, and any related definitions.

7.Unsolicited Feedback. Your sole remedy if You are dissatisfied with our App or these Terms is that You may discontinue Your use of the Platform. However, if You would like to provide feedback or suggestions regarding the Platform or these Terms (collectively, 'Feedback'), You may in Your discretion contact us at Support. We do not guarantee that any modification will be made to the Platform or these Terms based on Your Feedback. In no event will any modification to the Platform or these Terms following receipt of Your Feedback evidence assumption of liability by Mindly of any claim or future claim that may be brought in connection with the Platform or these Terms.

1.Content, Individual Data, Suggestions.

2. License to Use the Platform. Subject to Your compliance with all the terms and conditions of these Terms, Mindly grants you a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable license to use the Platform, including by downloading the App via a compatible mobile device, for Your personal use, in each case in the manner enabled by Mindly. If You are using the App on an Apple, Inc. ('Apple') iOS device, the foregoing license is further limited to use permitted by the Usage Rules set forth in Apple's App Store Terms of Service.

3.Our Materials. Mindly or its licensors own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to: (a) the App: (b) the Website; (c) Output, except to the extent it derives from Your Content and all materials we make available through the Platform; and (d) all usage and other data generated or collected in connection with the use thereof (the foregoing (a), (b), (c) and (d), collectively, 'Mindly Materials'). Except as expressly set forth in these Terms, You agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Mindly Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying the Platform or any Mindly Materials. Mindly reserves the right to modify or discontinue the App, Website, Platform as a whole or any parts or version(s) thereof at any time in its sole discretion, with or without notice.

4. License to Mindly Materials. Subject to these Terms and any other written agreement signed by You and us, we hereby grant You a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use Mindly Materials that we make available through the Platform, solely for Your personal and non-commercial use, and subject to any restrictions on certain types of Mindly Materials set forth in these Terms. You understand that any Output or other information available through the Platform is used by You at Your own risk.

5.Changes to Content. We reserve the right to make changes to any Mindly Materials or descriptions of the Platform without obligation to issue any notice of such changes.

6. Rights in User Content Granted by You. You own Your Content. You hereby grant to Mindly a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to: (a) process, store and otherwise use Your Content that You submit to the Platform for the purposes of providing the Platform and services to You; (b) process store and otherwise use analytical output processed from metadata relating to Your Content for any purpose perpetually; and (c) improve the Platform through application of any mathematical model that is derived from any algorithm using any dataset ('Machine Learning'), tuning or any enhancement, modification, derivative or other improvement to the Platform in connection with the provision of any services ('AI Improvements'). You agree that, in the ordinary course of Machine Learning development, as part of such AI Improvements, Mindly may extract and retain patterns from Your Content processed in connection with these Terms which do not identify You and do not enable reconstruction of the Your Content ('Patterns') and use, copy, prepare derivative works of or otherwise exploit any such Pattern to continue to improve the Platform, or successor product or service, in perpetuity. Any AI Improvement arising from these shall be the sole and exclusive property of Mindly and shall constitute our intellectual property.

7.Disclosure of Your Content. Mindly will not disclose Your Content to third parties, except: (a) Your Content disclosed to the applicable Practitioner; (b) as You may authorize through the App; and (c) as otherwise permitted under these Terms or under the Privacy Policy.

8. Your Responsibility for User Content. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR CONTENT. YOU MUST PROVIDE US ONLY VIDEO AND OTHER CONTENT FOR WHICH YOU HAVE ALL RIGHTS NECESSARY TO COPY, USE, MODIFY AND EXPLOIT SUCH VIDEOS AS CONTEMPLATED IN THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU OWN YOUR CONTENT OR, ALTERNATIVELY, HAVE ALL RIGHTS THAT ARE NECESSARY TO GRANT US THE LICENSE RIGHTS IN YOUR CONTENT UNDER THESE TERMS. YOU REPRESENT AND WARRANT THAT NEITHER YOUR CONTENT, NOR YOUR USE OR PROVISION OF YOUR CONTENT TO BE MADE AVAILABLE THROUGH OUR PLATFORM, NOR ANY USE OF YOUR CONTENT BY MINDLY ON OR THROUGH OUR PLATFORM, WILL INFRINGE, MISAPPROPRIATE, OR VIOLATE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR ANY RIGHTS OF PUBLICITY OR PRIVACY, OR WILL RESULT IN THE VIOLATION OF ANY APPLICABLE LAW OR REGULATION.

9.Unsolicited Feedback. If You send us any Feedback as contemplated under Section 5(g) of these Terms, You represent, warrant and agree that Your Feedback does not contain confidential or proprietary information of any third party. In addition, You hereby grant to Mindly, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license in and to Feedback regarding the Platform or other services, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Platform or any other products or services. Except as set forth in this Section 6(a)viii, Feedback is provided by You 'as is' without warranty of any kind by You.

10.Limitations; Revocation. Your license to use the Platform is automatically revoked if You violate these Terms. We may upgrade or improve the Platform or any parts thereof. You agree that these Terms will apply to all such upgrades or improvements. The license grant in this Section 6 is not a sale of any mobile application we may provide or the Website or a sale of a copy of any such application or our Website, and we retain all rights and interest in the Platform and all parts thereof. Any attempt by You to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

11.No Implied Licenses. Nothing contained in the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Platform or any Mindly Materials, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the written permission of the third party that owns the applicable trademark, copyright or other material displayed on the Website or the App.

12. Copyright Infringement; DMCA Policy. If You believe that any materials displayed on the Platform infringe Your copyright, You may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that You believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that You believe to be infringing, including a description of the material, and its location on our Website; (iii) Your name, address, telephone number and email address; (iv) a statement that You have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in Your claim is accurate; and (vi) a statement that under penalty of perjury, You declare that You are the lawful copyright owner or are authorized to act on the owner's behalf. Our agent for copyright issues relating to the Platform is Copyright Agent, [1138 Desmond Ct, Fremont CA, 94539] or [support@mindly.care]. To protect the rights of copyright owners, we reserve the right to delete or disable the content alleged to be infringing and suspend or terminate the Account or other user privileges of any infringing user of the Platform.

1.General. As a condition of Your use of the Platform, You will not use the Platform for any purpose that is unlawful or otherwise prohibited by these Terms. You further agree to comply with any other applicable terms and conditions of use set forth on the Platform. We reserve the right, without prior notice to You and in our sole discretion, to terminate Your access to the Platform if we decide that Your use violates these Terms, including for the reasons listed in this Section 7, or for any other reason.

2. Prohibited Use; Unauthorized Access. You agree not, and will not permit any person or entity, to: (i) use, or allow the use of, the Platform for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious or negligent manner when using the Platform; (iii) act in any manner that, in our sole discretion, could damage, disable, overburden, impair or interfere with any other party's use of the Platform; (iv) obtain or attempt to obtain any information through any means not intentionally made available through the Platform; (v) obtain unauthorized access to any computer system through the Platform; (vi) circumvent, remove or otherwise interfere with any security-related features of the Platform, features that prevent copying or using any part of the Platform or features that enforce limitations on the use of the Platform or any Mindly Materials; (vii) introduce viruses, worms, Trojan horses or harmful code to the Platform; or (viii) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Platform or any Mindly Materials. In the event that You gain access to information not intended to be accessed by You, You agree that You will immediately notify us and destroy all copies of such information in Your possession.

3. Intellectual Property Infringement. You agree that the structure, organization, and code used in conjunction with the App and Website are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use the Platform or any parts thereof on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of our App or Website or any Mindly Materials available through the foregoing; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from the App or Website; or (iv) sell, transfer, publish, disclose, display or otherwise make available the App or Website including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless as otherwise set forth by us in writing, You understand and acknowledge that all Content contained on the Platform is the property of us and/or our affiliates or licensors and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws.

4. Your Representations, Warranties and Covenants. You represent, warrant and covenant that You will utilize the App hereunder in strict conformance with all applicable laws, regulations and professional licensure requirements applicable to You.

1.Third Party Service. the Platform may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such third party or an agreement that we have with such third party. We have no control over any features or functionalities offered by any third party, and such features or functionalities may be modified, suspended or terminated at any time without notice.

2.Third Party Links. The Platform may contain links to third party sites, which are provided to You as a convenience. We are not responsible for and have no control over the content of any linked third party site. You acknowledge and agree that any third party site linked or otherwise accessed from the Platform is independent from us, and that we do not endorse or accept any responsibility for the content or use of any such third party site. Use of any third party site is subject to the terms of service and privacy policy of such third party. We advise that You exercise caution and good judgment when accessing and using any third party sites and services.

3. Providers of Third Party Platforms. You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Mindly or the Platform; (iii) are not responsible for addressing claims by You or any third party relating to the Platform, including any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that the Platform or use thereof infringes any third party intellectual property rights.

4.Telecommunications. When using the Platform, Your telecommunications carrier's normal rates and charges apply. Unless otherwise set forth in these Terms, we are not responsible for any charges You incur from Your telecommunications carrier or otherwise as a result of Your use of the Platform. You are responsible for ensuring that, at all times while using the Platform, You are not in violation of any agreement with Your telecommunications carrier.

1.Disclaimer.

2.No Warranty. THE PLATFORM AND ALL CONTENT ON OR ACCESSIBLE FROM OUR APP IS PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (A) THE INFORMATION AVAILABLE THROUGH THE PLATFORM IS FREE OF ERRORS; (B) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (C) DEFECTS WILL BE CORRECTED, OR (D) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

3.Waiver of Liability. WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of Content or any third party's use or distribution of Content. You hereby acknowledge and agree that Mindly merely stores and hosts Content but does not actively create Content. Without limiting the foregoing, in the event Mindly chooses to monitor any Content, Mindly still assumes no liability or responsibility for such Content. Under no circumstances will Mindly be liable for any claims that may arise from Content, including without limitation claims for intellectual property infringement.

4.Limitation of Liability.

5.General. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF THE PLATFORM, ANY THIRD PARTY PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE PLATFORM, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

6.Limitation. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) $100.00; OR (B) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, IN THE THEN-PRIOR SIX (6)-MONTH PERIOD.

7.Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.Release. The Platform is only a means of tracking and monitoring progress of health care treatments, and we do not take part in the interaction between or among any Client and any Practitioner. As a result of our limited involvement in the actual contact between any Client and any Practitioner, in the event that You have a dispute with any Practitioner or Client, as applicable, You hereby release us, and our officers, directors, employees, agents, investors, subsidiaries and contractors from any and all claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. We expressly disclaim any liability or claims that may arise between or among Users of the Platform and Practitioners. You waive California Civil Code Section 1542, which says: 'A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.' You hereby waive any other similar provision of applicable law that applies to You.

9.Indemnification. BY USING THE PLATFORM, YOU HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INVESTORS, SUBSIDIARIES AND CONTRACTORS FROM ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, AND COSTS AND EXPENSES OF DEFENSE (COLLECTIVELY, 'CLAIMS'), INCLUDING ATTORNEY'S FEES, RESULTING DIRECTLY OR INDIRECTLY FROM A CLAIM BY A THIRD PARTY, INCLUDING ANY PRACTITIONER, THAT ARISES IN CONNECTION WITH: (i) YOUR PROVISION OF ANY CONTENT; (ii) YOUR USE OF THE PLATFORM; OR (iii) ANY USER OR OTHER THIRD PARTY'S USE OF ANY CONTENT THAT YOU SUBMIT VIA THE PLATFORM. AT OUR OPTION, YOU AGREE TO DEFEND US FROM ANY CLAIMS.

1.Miscellaneous. Under these Terms, you consent to receive communications from Mindly electronically, including without limitation via email or push notifications. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. You agree that any action at law or in equity arising out of or relating to these Terms or the Platform that is not subject to arbitration under Section 11 shall be filed only in the state or federal courts in California and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms. We and You are independent contractors and are not partners, joint venturers, agents, employees or representatives of each other. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Mindly without restriction. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. Any use of the term 'including' in these Terms shall be deemed to mean 'including without limitation'. If any part of these Terms is held to be unlawful, void, or unenforceable, such part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions of these Terms. This is the entire agreement between You and Mindly relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by Mindly as set forth herein.

2.Jurisdictional Issues. We make no representation that information on the Platform is appropriate or available for use outside of the United States of America. Those who choose to access the Platform from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using the Platform, You consent to having Your Login Credentials and any personal information that You provide to us transferred to and processed in the United States of America subject to the restrictions on such data as provided in our Privacy Policy.

1. Mandatory Arbitration of Disputes; Arbitration Procedures. Except if You opt-out or for disputes relating to Your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents), You agree that all disputes between You and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, the Platform, and/or our Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in the Commonwealth of Massachusetts. under the Commercial Arbitration Rules of the American Arbitration Association ('AAA') and You and we hereby expressly waive trial by jury. You and we shall appoint as sole arbitrator a person mutually agreed by You and us or, if You and we cannot agree within thirty (30) days of either party's request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorney's fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.

2.Class Action Waiver. Any claims brought by You or us must be brought in such party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree and acknowledge that neither You nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.

3.Opt-out. You may opt out of this Agreement to Arbitrate. If You do so, neither You nor we can require the other to participate in an arbitration proceeding. To opt out, You must notify us in writing within thirty (30) days of the date that You first became subject to this arbitration provision. The opt-out notice must state that You do not agree to the Agreement to Arbitrate and must include Your name, address, phone number, Your Account, if applicable, to which the opt-out applies and a clear statement that You want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way You can opt out of the Agreement to Arbitrate. You must use this address to opt out: Mindly Care Inc. ATTN: Arbitration Opt-Out, [1138 Desmond Ct, Fremont CA, 94539].

4. Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, You and we agree that if we make any change to the arbitration procedures set forth in this Section 11 (other than a change to any notice address or Website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate such arbitration procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing such arbitration procedures is posted to our Website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

5.Survival. In accordance with Section 5 (Modifying and Terminating Service), this Section 11 (Agreement to Arbitrate; Waiver of Class Action) will survive the termination of Your relationship with us.

If You have any questions about these Terms, please contact Us at [support@mindly.care]. If you are a California resident, note that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (800) 952-5210. Hearing impaired users can call (800) 735-2929 (TTY) or (800) 735-2922 (Voice).