Terms of Service

Last update: March 2, 2023

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Table of contents:

1.  Agreement and Changes to Terms
2.  Privacy Policy
3.  Use of the Services
4.  Customer Data
5.  Platform Licensing Fee
6.  Acceptable Use Policy
7.  Feedback
8.  Content Ownership, Responsibility, and Removal
9.  General Prohibitions and Mindsmiths’ Enforcement Rights
10.  Warranty Disclaimers
11.  Termination
12.  Indemnity
13.  Limitation of Liability
14.  Dispute Resolution and Jurisdiction
15.  No Assignment
16.  Notices
17.  Waiver of Rights
18.  Contact Information

Mindsmiths is a platform as a service (PaaS) for development of intelligent agents (the “Platform”). We provide a development and deployment environment in the cloud for creation of artificial intelligence software that shows these characteristics (i) collects signals from the environment; (ii) can model complex domain expertise to achieve set goals; (iii) autonomously makes decisions and communicates with the user in a personalized and proactive manner; (iv) improves the quality of decisions by learning.

We created these Terms of Service (the “Terms”) to be as straightforward and easy to understand. We are committed to keeping your data secure and being transparent about our processes. These Terms will be superseded by written agreement between Mindsmiths and you related to the delivery of the Services.

Please review the Terms carefully because they govern your use of our services on the Platform, APIs and website located at www.mindsmiths.com and its subdomains (collectively, the “Services”). If you do not agree to be bound by these Terms you may not use the Services. Please note that if you have entered into a Platform License Agreement with Mindsmiths, that agreement may supersede these Terms except with respect to your general use of our website.

1. Agreement and Changes to Terms

a. Agreement to Terms

These terms are a binding legal commitment between you and Mindsmiths, so please read them carefully. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity. If you do not agree to be bound by these terms, you may not use the Services.

b. Changes to Terms or Services

We may modify or update the Terms and Services at any time, in our sole discretion. If we revise these Terms or make changes to the Services that we believe may significantly impact your use of the Services, we’ll let you know via an email to the email address owner of your Account. If you continue to use the Services after we have communicated the modified Terms to you, you are indicating to us that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

2. Privacy Policy

Please refer to our Privacy Policy (https://www.mindsmiths.com/privacy-policy) for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

3. Use of the Services

a. Eligibility

You may use the Services only if you are 18 years or older and capable of forming a binding contract with Mindsmitsh and are not barred from using the Services under applicable law.

b. Services

Services are offered on a hosted basis. Mindsmiths will provide you with methodology and the necessary infrastructure resources (storage, compute) required to use the Platform for development and deployment of intelligent agents. Optionally you may use Platform hosted integrated development environment (IDE) or one or more Platform plugins. 

c. Services License Grant

Subject to your compliance with these Terms, Mindsmihs grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Services (including any related written documentation that may be provided to you by Mindsmiths during the term of these Terms (“Documentation”) solely for the following purposes:

• to develop your intelligent agents that interface with Platform Services (“Intelligent Agent”), solely for your internal business purposes in accordance with the licencing plan for which you have paid all applicable fees (as further described in Section 5); and
• to make the Services available to Authorized Users (as defined below) and end-users via your Intelligent Agent in accordance with the Documentation and these Terms.

d. License Restrictions

You may not allow access to or use of the Services by anyone other than individuals whom you have authorized through the methods permitted by Mindsmiths (e.g., by assigning unique login credentials to each such individual) to use the Services solely on your behalf and for whom all applicable fees have been paid. Such individuals are referred to in these Terms as “Authorized Users,” and may include but are not limited to your employees, consultants, contractors, and agents.

You may not copy any portion of the Platform. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Platform; (ii) distribute, transfer, sublicense, lease, lend or rent the Platform to any third party; (iii) reverse engineer, decompile or disassemble the Platform; or (iv) make the functionality of the Platform available to anyone other than your Authorized Users except with our express written permission. Mindsmiths reserves all rights in and to the Services not expressly granted to you under these Terms.

e. Messaging end-users 

Our Services may allow you to send messages to your end-users using various communication channels (e.g. WhatsApp, email, SMS, Telegram etc.). You represent and warrant that you have all rights and consents, and will obtain all rights and consents, necessary to send any end-user messaging, and are solely responsible for complying with any applicable laws, rules, and regulations with respect to the foregoing.

4. Customer Data

You acknowledge that you have read our Privacy Policy and understand that it sets forth how we will collect, store, and use your Customer Data (as defined therein). If you do not agree with our Privacy Policy, then you must stop using the Mindsmiths Services immediately.

You instruct us to use and disclose User Content (as defined below) and Customer Data as necessary to (a) provide the Services consistent with the Privacy Policy and this section of the Terms, including detecting, preventing, and investigating security incidents, fraud, spam, or unauthorized use of the Services; (b) respond to any technical problems or queries (by you or your Authorized Users) and ensure the proper working of the Services; (c) to protect ourselves, our other customers, the public from harm or illegal activities, or the Services; (d) to respond to an emergency which we believe in, good faith, requires us to disclose Customer Data or User Content to assist in preventing a death or serious bodily injury; or (e) comply with any applicable Law, regulation, legal process or government request.

5. Platform Licensing Fee

a. Payment Information

To the extent any portion of the Services is made available to you for a fee, you will be asked to select a payment plan and provide Mindsmiths with accurate information relevant to the processing of your payments. You agree to promptly update your Account information with any changes in your payment information.

b. Agreement to Pay

You agree to pay Mindsmiths the amount that is specified in the applicable payment plan in accordance with these Terms and any other terms associated with such payment plan. All amounts paid are non-refundable and we reserve the right to change our prices in the future. Mindsmiths may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the specified date or the Services may be terminated. Late payments are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If you dispute any charges, you must notify Mindsmiths within thirty (30) days after the date Mindsmiths invoices you or charges your payment method, as applicable. Mindsmiths reserves the right to terminate Services for any unpaid outstanding amount that is overdue greater than thirty (30) days.

c. Platform Licensing Pricing

*Heartbeat is a process when the Platform: 1. collects the latest information about the end-user, 2. calculates ALL actions, 3. selects the most relevant action. In the case of adding additional skills, the complexity of calculations goes up, but the number of Heartbeats stays the same as calculations of all skills are part of the same Heartbeat. The number of Heartbeats grows as the number of end-users grows, or as you want to have more frequent interactions meaning more frequent end-user evaluations. In case that usage increases over throughput limits Mindsmiths will not impose a hard limit, but will inform you and keep the cost at the same level for additional 2 (two) months before moving to a higher licence pack.

d. Price Changes

If we do change prices, we will provide notice of the change in an email to you at least 30 days before the change is to take effect. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed amount.

e. Free Trials

We may offer a free trial during which you may use the Services up to a certain number of accounts without payment for the period of time specified between you and Mindsmiths before the start of using the Service. Unless you cancel your free subscription prior to the end of your free trial we will begin charging you the applicable service plan fee until you cancel your service plan. You will not receive a notice from us that your free trial has ended or that your service plan has begun. We reserve the right to modify or terminate free trials at any time, without notice and in our sole discretion.

6. Acceptable Use Policy

Without limiting any other terms of these Terms, you must use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You will keep confidential and not disclose to any third parties any user identifications, or account information. You acknowledge that the Services are not designed, intended or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance, or where failure could lead to death, personal injury or environmental damage. You agree not to use the Service for such purposes or under such circumstances. The Service is not intended for use by persons under the age of 18. You must ensure that each of your Authorized Users is aware of and complies with the requirements and restrictions set forth in this paragraph.

You are responsible for all activities that occur under your account (or any of your Authorized Users’ accounts), and for Authorized Users’ compliance with these Terms. You agree that these Terms are concluded between you and Mindsmiths, and not between Mindsmiths and your Authorized Users. You agree to (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content (as defined below) and Customer Data that you (or any of your Authorized Users) input into or store using the Services; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Mindsmiths promptly of any such unauthorized access or use; and (c) comply with all applicable local, state and foreign laws in using the Services.

7. Feedback

We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

8. Content Ownership, Responsibility, and Removal

a. Definitions

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services by Mindsmiths; and (ii) “User Content” means any Content that users (including you and your Authorized Users) provide to be made available through the Services except for Customer Data. Content includes, without limitation, User Content  — but Customer Data (as discussed further in our Privacy Policy) is not included in User Content. Examples of User Content include but are not limited to forum posts on our website and communications made using the Services that are visible to other customers or Authorized Users.

b. Rights in Customer Data and User Content Granted by You

Mindsmiths does not claim any ownership rights in any Customer Data or User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit either.

Subject to and without limiting Section 4 above, you hereby grant to Mindsmiths a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative work, publicly display, publicly perform and distribute your Customer Data and User Content , solely as needed to operate and provide the Services to you and with respect to Customer Data as otherwise specified in our Privacy Policy.

You are solely responsible for all your User Content and Customer Data. You represent and warrant that you have all rights and consents, and will obtain all rights and consents, with respect to all of your User Content and Customer Data to the extent necessary (i) for you and Mindsmiths to comply with all applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws; and (ii) for you to grant us the license rights in your User Content and Customer Data under these Terms. You also represent and warrant that neither your User Content, your Customer Data, nor your use and provision of your User Content or Customer Data to be made available through the Services, nor any use of your User Content or Customer Data by Mindsmiths on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content and Customer Data by specifically deleting it or requesting that Mindsmiths delete it in accordance with our Privacy Policy.

c. Rights in Content Granted by Mindsmiths

Subject to your compliance with these Terms, and except as otherwise licensed to you in accordance with Section 4 above, Mindsmiths grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and download, view, copy, display and print the Content solely for your internal purposes and solely in connection with your permitted use of the Services.

9. General Prohibitions and Mindsmiths’ Enforcement Rights

Without limiting any other terms of these Terms, you agree not to do any of the following:

• Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
• Use, display, mirror or frame the Services or any individual element within the Services, Mindsmiths’ name, any Mindsmiths trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Mindsmiths’ express written consent;
• Access, tamper with, or use non-public areas of the Services, Mindsmiths’ computer systems, or the technical delivery systems of Mindsmiths’ providers;
• Attempt to probe, scan or test the vulnerability of any Mindsmiths system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Mindsmiths or any of Mindsmiths’ providers or any other third party (including another user) to protect the Services or Content;
• Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Mindsmitsh or other generally available third-party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Mindsmiths trademark, logo URL or product name without Mindsmiths’ express written consent;
• Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

10. Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

11. Termination

You may cancel your Account at any time by sending an email to us at hello@mindsmiths.com. Upon any termination, discontinuation or cancellation of Services or your access thereto, the following provisions of these Terms will survive: Licensing fee, Feedback; the first paragraph of Content Ownership, Responsibility and Removal regarding Mindsmiths’ ownership of the Content and Services; Termination; Confidentiality; Warranty Disclaimers; Indemnity; Limitation of Liability and Dispute Resolution.

12. Indemnity

You will indemnify and hold harmless Mindsmiths and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

13. Limitation of Liability

NEITHER MINDSMITHS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MINDSMITHS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL MINDSMITHS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNT YOU HAVE PAID TO MINDSMITSH FOR THE USE OF THEIR SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM OR ONE HUNDRED EURO (€100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO MINDSMITHS, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MINDSMITHS AND YOU.

14. Dispute Resolution and Jurisdiction

All disputes arising out of or relating to this Terms, including such relating to its breach, termination or invalidity, and any legal consequence thereof, shall be finally settled by arbitration in accordance with the Rules of Arbitration of the Permanent Arbitration Court at the Croatian Chamber of Economy as in force (the Zagreb Rules). The number of arbitrators shall be three. The governing law shall be the law of the Republic of Croatia. The language of the arbitration proceeding shall be English. The place of arbitration shall be Zagreb, Croatia. The appointing authority shall be the president of the Permanent Arbitration Court at the Croatian Chamber of Economy.

15. No Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Mindsmiths’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Mindsmiths may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

16. Notices

Any notices or other communications provided by Mindsmiths under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

17. Waiver of Rights

Mindsmiths’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Mindsmiths. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

18. Contact Information

If you have any questions about these Terms or the Services, please contact Mindsmiths at hello@mindsmiths.com; Mindsmiths d.o.o., Zavrtnica 17, HR-10000 Zagreb, Croatia, EU.