These Terms of Service and End User License Agreement (the “Terms”) are an agreement between you and the contracting entity FlyMind Ltd that provides the relevant Services to you. They govern your access and use of the websites, mobile apps, and other interactive software products and services that we operate and that link to these Terms (collectively, our “Services”).

Please review these Terms carefully before using the Services. We may change the Terms or modify, suspend, or terminate any features of the Services at any time in our sole discretion consistent with applicable law. We will notify you (including by posting the updated Terms on the Services) of changes to these Terms. By continuing to use the Services, you accept such changes to the Terms, which will take effect at the time they are posted or as otherwise required by applicable law.

PLEASE NOTE THAT SECTION VIII CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT MAY AFFECT YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH US.

YOU CONSENT TO ENTERING INTO THESE TERMS ELECTRONICALLY, AND TO STORAGE OF RECORDS RELATED TO THESE TERMS IN ELECTRONIC FORM.

I. USE OF THE SERVICES

II. CONTENT POSTED BY USERS

III. INTELLECTUAL PROPERTY AND CLAIMS OF INFRINGEMENT

IV. CODE OF CONDUCT

V. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

VI. INDEMNIFICATION

VII.GOVERNING LAW AND CONTRACTING ENTITY

VIII. DISPUTE RESOLUTION

IX. MISCELLANEOUS

X. CONTACT US

I. USE OF THE SERVICES

Limited License. Subject to these Terms, you may access and use the Services running operating systems on which the Services were designed to operate for your personal and non-commercial use only. The Services are licensed, not sold, to you on a limited, revocable, non-sublicensable, nontransferable, and non-exclusive basis. You may not modify, copy (except for a single backup copy and transient copying required to operate the Services), distribute, transmit, display, perform, reproduce, publish, create derivative works from or adapt, sell, rent, lease, sublicense, or otherwise transfer or make available the Services or any portion thereof. Without limiting the generality of the foregoing, you agree that you have no right to sell or otherwise transfer any of the virtual items or any other content or information from the Services, in whole or in part, on internet auction sites (such as eBay), private server sites, or any other third-party sites or services or in return for anything of value (whether real money or otherwise). You have no rights in or to the Services unless expressly granted to you under these Terms. Your license is automatically rescinded and terminated if you breach any provision of the Terms.

Additional Terms. Some of the Services are subject to and governed by additional terms, conditions, rules, or guidelines on permissible use (“Additional Terms”). We will make these Additional Terms available to you through the applicable service, in which case your acceptance of such Additional Terms is required before you may use the applicable service. If any of the covenants of this agreement conflict with any terms and conditions of Additional Terms, the Additional Terms shall supersede this agreement with respect to the subject matter addressed in the Additional Terms.

Eligibility. You represent that you are not a person barred from receiving the Services under applicable law. You also represent that you either are over the age of majority in your country or, consistent with applicable law, use the Services only with the permission and under the supervision of a parent or legal guardian that has reviewed and agreed to these Terms. Children under 13 (or as defined under applicable law) may not register for an account and may not provide any personal information to FlyMind Ltd or others through the Services, without parental consent.

Account Registration. Some of our Services require you to create an account with us. If you are not signed into your account, you might not be able to access some portions or features of the Services. When creating an account, you will provide only accurate and complete information, and promptly update this information. You will keep your username and password confidential and secure, and will not use the same password that you use for other websites or services. You will uninstall and delete the Services before transferring any device on which they are installed. You will immediately notify us if you discover or otherwise suspect any unauthorized access to or use of your account.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO THE ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF FlyMind Ltd. We do not recognize or allow the transfer of accounts between users. You may not, and may not offer to, purchase, sell, gift, or trade any account. Any such attempt shall be null and void and may result in the termination and forfeiture of the account. Any account which has been dormant for more than one year may expire and be deleted.

Updates. FlyMind Ltd may provide you with updates as they are made generally available by FlyMind Ltd in its sole discretion. You acknowledge and agree that FlyMind Ltd may provide updates to you remotely and automatically, including by (without limitation) accessing the device on which you use the Services. Any updates provided or made available by FlyMind Ltd are part of the Services and will be subject to these Terms.

Export Controls. You will abide by all applicable export laws and regulations when using the Service. The Services, or any part thereof, may not be downloaded or otherwise exported or re-exported (a) into any country for which the United States has a trade embargo, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders or subject to EU or EU member state financial or other sanctions. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Cross-border Transfers. By accepting these Terms you understand and agree that performance of these Terms and provision of the Services may require transfer of the information that we collect from your country to other countries, which may not provide the same level of protection as your home country.

II. CONTENT POSTED BY USERS

You are and will remain solely responsible for all communications, images, videos, sounds, content or part of the content of databases, databases, content and any other materials or information that you upload or transmit through the Services, including without limitation any text, voice transmissions or recordings, or screenshots (“User Content”).

You represent and warrant that the User Content that you post or transmit will not:

• Infringe the copyright, trademark, database or other intellectual property rights of a third party. You represent and warrant that you own or have all necessary licenses, rights, consents, and permissions to post or transmit the User Content on the Services and that the User Content does not violate any applicable laws, the Terms, or any third party’s right of privacy or publicity.
• Prevent or impede other users from finding information related to the Services.
• Facilitate or promote conduct that in the sole discretion of FlyMind Ltd involves illegal content, pornography, piracy, online pharmacies, illegal drugs, underage drinking, or socially irresponsible behavior due to alcohol or drug consumption (such as drinking and driving).

You acknowledge and agree that FlyMind Ltd may (but is not required to) moderate, monitor, review, and record any User Content (including the content of your oral or written communications) that you post, transmit, or make available on or through the Services and may, without prior notice to you and in its sole judgment, remove User Content for any or no reason, at any time. You agree that such monitoring or recording can be made using software that may be installed when you download software to access or use the Services. Unless required by law, FlyMind Ltd assumes no liability for any failure to remove, or any delay in removing, User Content and does not assume any responsibility or liability for the use and/or storage of User Content.

You hereby grant FlyMind Ltd a royalty-free, perpetual, irrevocable, fully transferable and sublicensable, non-exclusive, worldwide right and license to use your User Content in any and all media in any manner and for any purpose (including without limitation commercial, advertising, and promotional purposes) to the greatest extent permitted by applicable law, including without limitation the rights to reproduce, copy, modify, perform, display, publish, distribute, broadcast, transmit, or otherwise communicate to the public, or create derivative works from or adapt, use or otherwise exploit by any means whether now known or unknown and without any further notice or compensation to you of any kind. To the extent permitted by applicable law, you waive any moral rights of paternity, publication, reputation, or attribution with respect to FlyMind Ltd’s and other users’ use and enjoyment of User Content in connection with the Services. The license grant to FlyMind Ltd, and the above waiver of any applicable moral rights, survives any termination or expiration of the Terms.

III. INTELLECTUAL PROPERTY AND CLAIMS OF INFRINGEMENT

The Services (including any updates thereto) are protected under the copyright and other intellectual property laws of the United States, European Union, and other countries. FlyMind Ltd and our associated logos and names are our trademarks and/or service marks. Other trademarks, service marks, names, and logos used on or through the Services are the trademarks, service marks or logos of their respective owners. You are granted no right or license with respect to any of these trademarks, service marks, or logos without our prior written consent. FlyMind Ltd owns and shall retain all right, title, and interest, including without limitation all intellectual property rights, in and to the Services and any portions thereof.

Some content made available through the Services may contain watermarks and is controlled by other digital rights management technologies, which will restrict how you may access and use the Services. The Services may access and monitor your device (including without limitation the hard drive and other storage devices, central processing unit, random access memory, video card, and peripheral hardware, software and applications) for third-party programs or software that is prohibited under these Terms (“Unauthorized Third-Party Software”). In the event that we detect any Unauthorized Third-Party Software, FlyMind Ltd may collect additional information including without limitation your account name, details about the Unauthorized Third-Party Software, and the time and date, and may use this information to enforce these Terms.

FlyMind Ltd is always pleased to hear from our users and we welcome comments and feedback regarding our Services. Any ideas, suggestions, proposals, comments, feedback, or other submissions (including without limitation those that provide feedback on our Services or suggest new content, features, products, or similar ideas) (collectively, “Feedback”), regardless of whether you provide such Feedback in a public or private medium, will not be treated as confidential or proprietary. This means that if you provide Feedback to FlyMind Ltd, you are waiving all rights to it and are allowing it to be shared and used by us or others for any purpose, including without limitation using, sharing, and commercially exploiting the Feedback any way we see fit without any notice or compensation to you. FlyMind Ltd does not return or regularly acknowledge Feedback we receive, and does not have any obligation related to your Feedback.

We respect the intellectual property rights of others. If you have a good faith belief that your copyrighted work or other intellectual property has been infringed and is accessible through our Services, you may notify our Designated Agent by contacting us as specified below by providing the following information in writing:

1. Identification of the copyrighted work or intellectual property, or a representative list of works or property claimed to have been infringed.
2. Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material.
3. Your name, address and daytime telephone number, and an e-mail address if available, so that we may contact you if necessary.
4. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law.
6. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

If the content is removed, the party that posted the content may receive a notice that it was removed because of claimed infringement. Where necessary and permitted by applicable law, we may provide them with your contact information, including email address and the name of your organization or client, and the contents of your report. If the party that posted the content believes that the content shouldn’t have been removed, they’ll be encouraged to reach out to you to try to resolve the issue directly, and they may be able to submit a counter-notification under applicable law. We may terminate the privileges of users who repeatedly infringe intellectual property laws.

IV. CODE OF CONDUCT

You will not use the Services in any manner that, in FlyMind Ltd’s sole discretion, is unlawful or could damage, disable, overburden, or impair the Services or interfere with FlyMind Ltd’s or any others’ use and enjoyment of the Services.

Violations of system or network security or attempts to disrupt or undermine the operation of the Services may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms.

WE MAY WITHHOLD, SUSPEND, MODIFY, OR TERMINATE YOUR ACCESS TO THE SERVICES FOR ANY OR NO REASON AT ANY TIME WITHOUT NOTICE UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.

V. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

FlyMind Ltd MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, FITNESS, PERFORMANCE, OR INTEROPERABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND ANY CONTENT CONTAINED WITHIN THE SERVICES FOR ANY PURPOSE. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. FlyMind Ltd HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

You specifically agree that in no event will FlyMind Ltd, our representatives, managers, partners, shareholders, joint venturers, third-party contractors, employees, licensees, licensors, advertisers, or agents be liable for any direct or indirect, special, incidental, consequential, or punitive damages, lost profits, or other damages whatsoever arising in connection with the use of the Services, any interruption in availability of the Services, delay in operation or transmission, computer virus, loss of data, or use, misuse, reliance, review, manipulation, or other utilization in any manner whatsoever of the Services or the data collected through the Services, whether based on contract, tort, negligence, strict liability, or otherwise even if we have been advised of the possibility of such damages or loss.

VI. INDEMNIFICATION

You agree to indemnify, defend and hold FlyMind Ltd, ALONG WITH OUR REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD-PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, AND AGENTS, harmless from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with your use of our SERVICES and any alleged violation by you of these Terms. We reserve the right to assume the exclusive defense of any claim for which We are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as we reasonably request.

VII. GOVERNING LAW AND CONTRACTING ENTITY

Without regard to principles of conflicts of law, you agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded, regardless of your place of residence.

VIII. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.

In order to expedite and control the cost of disputes, FlyMind Ltd and you both agree that any legal or equitable claim, dispute, action or proceeding arising from or related to the Services (“Dispute”) will be resolved as follows to the fullest extent permitted by law: Notice of Dispute. In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution. You must send any Notice of Dispute by mail and email to us at the mailing and email addresses provided in the Contact Us section. We will send any Notice of Dispute to you by mail to your address if we have it, or otherwise to your email address.

Small Claims Court. You may choose to litigate any Dispute in small claims court (or the equivalent) in the Forum specified in Section VII, if the Dispute meets all the requirements to be heard in small claims court.

Binding Arbitration. If the Dispute is not resolved in small claims court, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act or any other applicable law. Any court with jurisdiction over the parties may enforce the arbitrator’s award.

Exceptions to Arbitration. You and FlyMind Ltd agree that the following Disputes are not subject to the above provisions concerning binding arbitration:

1. Any Disputes seeking to enforce or protect, or concerning the validity of, any of your or FlyMind Ltd’s intellectual property rights.
2. Any claim for injunctive relief.
3. Any claim you are authorized to bring to the attention of any federal, state, or local government agencies that can, if the law allows, permits those authorities to seek relief from us on your behalf.

Class Action Waiver. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

Disputes Must Be Filed Within One Year. To the extent permitted by law, any dispute under this agreement must be filed within one year in small claims court or in an arbitration proceeding. The one-year period begins when the Dispute or Notice of Dispute first could be filed. If a Dispute is not filed within one year, it is permanently barred.

Temporary Injunctive Relief. Before the appointment of an arbitrator, either party may seek temporary injunctive relief in any court of competent jurisdiction without waiving its right to arbitration.

If this agreement to arbitrate is found to be illegal or unenforceable, the parties agree to the fullest extent permitted by applicable law that any Dispute relating to your use of the Services or these Terms shall be commenced and heard in accordance with Section VII.

IX. MISCELLANEOUS

Entire Agreement. These Terms constitute the entire agreement between you and us, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us.

Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access to and use of the Services.

Severability. If any provision of these Terms is found to be illegal or unenforceable, that provision will be severed. The remainder of the Terms will remain in full force and effect. The severed provision will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

Assignment. This agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by you without the prior written consent of FlyMind Ltd. FlyMind Ltd may assign, license, delegate or otherwise transfer its rights or obligations hereunder to any third party without restriction. Subject to the preceding sentences, the rights and liabilities of the parties hereto are binding on, and shall insure to the benefit of, the parties and their respective successors and permitted assigns. Any attempted assignment other than in accordance with this Section shall be null and void.

Captions and Headings. The captions and section and paragraph headings used in the Terms are inserted for convenience only and shall not affect the meaning or interpretation of the Terms.

Waiver. Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations.

X. CONTACT US

If you have questions about these Terms, please contact us as follows: