Terms and Conditions

Mindings Terms and Conditions of Use – v1.1 21st July 2012

Introduction

  • 1. Definitions
  • 2. Licence and Restrictions
  • 3. Software Updates
  • 4. Disclaimer of Warranties and Limitation of Liability
  • 5. Privacy
  • 6. Cookies
  • 7. Miscellaneous

Introduction

Please read these Terms and Conditions of Use carefully before using the Mindings service and associated software. By using the Mindings service and software, you are acknowledging that you have read, understand and agree to be bound by the Terms and Conditions of Use. If you do not agree to the Terms and Conditions of Use, please do not use our software or services.

(By using Mindings you agree to all of the terms below.)

1. Definitions

Mindings define the following terms as follows:

Assets:

Any form of photographic or text data submitted to, downloaded from, viewed within or by the Mindings service and software.

Intellectual Property:

Copyright, trade marks, trade names, patents, database rights and other intellectual property rights existing in or associated within the Mindings service and software. All intellectual property rights existing within or associated with the Assets that belong to You or the original owner.

Computer Device:

Any electronic device that is used to run Mindings software.

Licence Fee:

The cost of purchasing the right to use the Software within the terms granted by this Licence Agreement.

Mindings:

The Mindings service, which is the property of the company, SparkCo Limited, incorporated and registered in England and Wales with company number 7095269 whose registered office is at The Studio, 15 Stanhope Road, London E17 9QT.

Software:

The Mindings website, Content Management System, and Apps.

Software Licence Agreement (the “Licence” or “Licence Agreement”)

This document and all clauses contained within it.

Terms and and Conditions/Terms and Conditions of Use/Terms of Use:

The terms and conditions of this Software Licence Agreement.

You:

The person or people who agree to and to be bound by the Software Licence Agreement Terms of Use and enter into the Agreement.

(Here’s what all the jargon means.)

2. Licence and Restrictions

2.1 Subject to the terms of this Licence Agreement, Mindings hereby grants to You a limited, personal, non-commercial, non-exclusive, non-transferable, non-assignable licence to use the Software. This Licence Agreement allows You to install and use one instance of the Software on two separate computers or devices.

(You and your loved one get to use the software, that’s it.)

2.2 Parts of the Software utilise or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the Appendices of this document. Your use of such material is governed by their respective terms.

(You’re not just signing up to following our T’s & C’s but those of the people and services we’re working with.)

2.3 You may not undertake, cause, permit or otherwise authorise the modification, reverse engineering, decompiling, disassembling or any other modifications or alterations of the Software or any part thereof.

(Don’t hack our software!)

2.4 You may not copy, reproduce, republish, disassemble, decompile, reverse engineer, distribute, lend, hire, sub-license, rent, make a derivative work from, make available to the public, adapt, alter, edit, re-position, rebrand, change or otherwise use in any way any Mindings software or assets in whole or in part.

(It’s ours, we worked hard on it: so you can’t sell our software either!)

2.5 All copyright, trade marks, design rights, patents and other intellectual property rights (registered and unregistered) in the Mindings software shall remain vested in SparkCo Limited or its licensors.

(Our work is protected, and we’ll defend it.)

2.6 No Intellectual Property Rights inherent in the Software are transferred to You upon purchase, download, installation or use of the Software. Any infringement of the Software’s Intellectual Property Rights is a violation of the Licence Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws.

(You get to use it, but we invented it: end of story.)

2.7 Notwithstanding any other terms of this Licence, Software provided to you for demonstration, trialing, testing and evaluation purposes may not be resold or transferred.

(We gave/sold you the software. Tell your friends to get their own!)

2.8 All title and Intellectual Rights in any content, images or any other Assets uploaded to, or otherwise accessed through, the Software are the property of the original owners. Mindings claims no rights to such Assets.

(They’re your pictures, we won’t try to steal them from you.)

2.9 This Licence shall be effective until terminated. Your rights under this Licence will terminate automatically and without notice from Mindings should you fail to comply with the Licence terms. Upon termination of this Licence, you shall cease all use of the Software and destroy all copies.

(You break the rules, you’re out. Sorry!)

3. Software Updates

3.1 Minor Incremental Update versions of the Software will be released from time to time. This Licence Agreement allows You the right to receive Minor Incremental Software Updates which are included as part of the purchase of the Licence.

(If it’s a little broke and we fix it you get the updates free.)

3.2 Major Release of the Software are not included within the Licence Agreement and may be charged separately unless Mindings decides not to make such charge. You will have the option to update in the event of a Major Release at an additional cost and, if You wish, to continue using your previously purchased version of the Software.

(We may charge a shiny new fee for shiny new features.)

3.3 Mindings reserves the right to support only the latest Minor Incremental Updated version or Major Release of the application.

(If we release a newer, free, fixed version of the software, don’t expect us to help you with the old broken one…)

4. Disclaimer of Warranties and Limitation of Liability

4.1 The software is “as is” and comes without warranty. Mindings does not make any warranties, expressed, implied or statutory in respect of the software including merchantability, satisfactory quality or fitness for any particular purpose. Mindings does not guarantee that the software will be secure, accurate, complete and error free.

(We’ve tried hard, but this software could go wrong in many different ways: we make no promises!)

4.2 You acknowledge and agree that any risk in use of the Software is held by You and that Mindings is indemnified against any loss of Assets of any kind through use of the Software.

(We just told you it could go wrong, so if you use it for something critical and it goes wrong, that’s your bad, not ours.)

4.3 Mindings is in no way liable for any viruses inherent in the Software or downloaded by the Software, or for any damage caused to any computer or other device on which the Software is downloaded, installed or used upon as a result of such viruses.

(If viruses get in through the software… again, not our fault: it can happen!)

4.4 Mindings is in no way responsible for any damage caused to any Computer Device, or change in functionality to any Computer Device through use of the Software.

(There’s a theme here, you download this to your computer at your own risk…)

4.5 To the extent not prohibited by law Mindings, its owners, investors, employees, licensors, agents or representatives shall not be liable, whether in contract, warranty, tort (including negligence), product liability or any other form of liability, for:

(…and don’t think you can try to sue our mates either, for anything!)

4.5.1 any indirect, incidental, special or consequential damages (including without limitation any loss of or corruption to data, interruption, computer failure or pecuniary loss) arising out of the use or inability to use the software.

4.5.2 any loss of income, business or profits (whether direct or indirect) arising out of the use or inability to use the software;

4.5.3 any loss of data held within the social networking website from which you download data;

4.5.4 the suspension or termination of this agreement by you and/or Mindings for any reason whatsoever; and

4.5.5 the release or decision not to release new versions of the software to you.

4.5.6 In any event, Mindings’ liability for any reason shall not exceed the licence paid by you to use the software.

4.6 Mindings receives content from social networks and third party gateway/content providers, including; SMS/MMS gateways, mobile phone providers, and social networks. These parties may at some point decide to block Mindings from receiving content published via them. This would be beyond our control and we cannot be held responsible for the actions of third-parties, or for features which are no longer available due to the the actions of third-parties.

(If Facebook or the likes stop playing ball with us, blame them!)

4.7 Mindings is not a critical care system or a healthcare system. We receive and deliver content to Mindings Users/Devices as soon as we can – however there is no guarantee that we will deliver any piece of content within a given timeframe or at all. You should not rely on Mindings for passing critical, time-critical, or time-sensitive messages to Mindings Users. We provide no guarantee of service availability or content delivery.

(Don’t assume we’ll deliver your content, we’ll do our best but that’s all.)

4.8 We provide no guarantee of content retention, and we delete content periodically using automatic and manual processes. You should not upload or transmit content to Mindings which you do not have backup copies of elsewhere.

(Keep copies of everything you send us, we might lose it.)

4.9 If you register a trial Mindings account and do not continue with the service as a paid user, then we will delete your Mindings account (and all content within it) 14 days after the account’s expiry date. Once you are a paid Mindings user, if your account expires and is not renewed then we will delete all content within the account (and mark it as inactive) 28 days after the account expiry date. If you wish us to delete your account it is your responsibility to contact us.5. Privacy

(We can’t store your stuff forever.)

5. Privacy

5.1 Mindings respects Your right to privacy and will in no way view or monitor the content of any Assets uploaded to the Software, unless it is for maintenance or support purposes.

(We don’t want to be Big Brother – except the big brother that helps you when you’ve broken your new toy.)

5.2 Mindings may at any point in the future implement an anonymous monitoring process to record the usage levels of the Software.

(We might spy on how the system is using data, but not on you personally!)

5.3 We respect your privacy, however for support purposes we may need to view your account data, content within your account, or view content-sources/feeds for your account. This may include viewing; eMails sent to Mindings, MMS/SMS content received by Mindings (and looking in any content gateways/partners) and social media content (if the importing of social media content to Mindings has been enabled). We do not have the ability to log into your Mindings account or your Social Media accounts, however we may need to view the Social Media “feeds” of any accounts which have been linked to Mindings.

(We might need to look at your account data only if something is broken, but we’ll be totally respectful of your privacy.)

6. Cookies

6.1 The Mindings Software uses cookies to store information on your computer. Some of these cookies are essential to make the Software work and others help us to improve by giving us some insight into how the Software is being used. By using the Mindings Software, you are agreeing to cookie use.

(You would be so bored typing in passwords and preferences all day if we didn’t use cookies. But we have to tell you about it or we’re breaking this, frankly tedious, law!)

7. Miscellaneous

7.1 The contents of the Terms of Conditions of Use constitute the entire agreement between You and Mindings. Any translation of this Licence is carried out for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Licence shall prevail.

(This original agreement is in English, and that’s the one we’ll stand by.)

7.2 Delivery of the Software shall be deemed to have taken place when You accept our Terms and Conditions of Use and click the “Create new account” button, or first use of the Software, whichever occurs first.

(You’re bound by this agreement right away!)

7.3 Any Licence Fee refunds will be at the sole discretion of Mindings.

(You’re unlikely to get any kind of refund…)

7.4 Mindings may, at its sole discretion, modify or discontinue or suspend Your ability to use any version of the Software, and/or disable any Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at Mindings’s discretion, are in breach of the Terms of Use, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.

(We can switch your account off at any time to fix it, or if you’re naughty.)

7.5 Mindings may, at any time and without prior notice modify change or otherwise alter these Terms of Use.

(There’s bound to be some nightmare loophole here. As soon as we find it we’ll fix it.)

7.6 This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. This Licence shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

(We’re bound by the law in England and Wales, nowhere else.)

7.7 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

(You only get to sue us in England and Wales.)

7.8 If any provision (or part of a provision) of this Licence Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

(If we’ve got the law slightly wrong here, we’re sorry. But we still hold you to the spirit, if not the letter.)

7.9 All other rights of Mindings are expressly reserved.

(If we haven’t specifically given you permission, then you don’t have permission!)