Terms of USE.
These Terms of Use (this “Agreement”) are entered into by and between you, a user of the service (“you” or “User”) and THE WELL SPACE LLC (“MINO,” “we” or “us”). These Terms of Use, together with our Privacy Notice, set forth the terms and conditions (collectively, “Terms and Conditions”) that apply to your access and use of our website, located at JOINMINO.COM (hereafter “Site”), our learning platform, located at MINO.CIRCLE.SO (hereafter “Circle”), and/or software applications or mobile applications (collectively the “Service”). You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “User” and “you” will include both you, the individual user, and such organization. If you do not agree to these terms and conditions, you must not use the Service.
Each of MINO’s service clients may be subject to one or more separate written agreements with MINO, and this Agreement applies only to use of the Service insofar as it is not contrary to such separate written agreements and in no way affects the terms and conditions of any such separate written agreement. Any provisions of such separate written agreements prevail over any provisions of this Agreement.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND MINO, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.
The terms “we,” “us,” and “our” refer to MINO. The term the “Site” refers to JOINMINO.COM. The terms “user,” “you,” and “your” refer to site visitors, customers, and any other users of the site.
NATURE OF THE SERVICE
The Service allows Users to access information or other content (which may include data, text, photos, video or other materials or content) related to MINO’s learning platform, or related topics. It may also permit certain Users to create, upload, store and/or transmit to other Users certain information or other content (which may include data, text, photos, video or other materials or content) (collectively, “User Content”). Your User Content may also be referred to as “Your Content” herein.
Information provided via the Service is subject to change. MINO makes no representation or warranty that the information provided (the “Content”) or any User Content, regardless of its source is accurate, complete, reliable, current, or error-free. MINO disclaims all liability for any inaccuracy, error, or incompleteness in the Content or any User Content.
SERVICE USE
To access or use the Service, you must be 16 years of age or older and have the requisite power and authority to enter into these Terms and Conditions. Children under the age of 16 are prohibited from using the Site. The Service is not directed to users under the age of 16. The Service does not knowingly collect personal information from children under the age of 16. If you are under the age of 16, you are not permitted to register as a User or to send personal information to MINO.
You must comply with any rules and policies about use of the Service that we publish from time to time. These rules and policies will be available on the Service. Certain features, pages or content within the Service may contain supplemental terms of use, to which you must agree in order to use the relevant features, pages or content.
Subject to the terms and conditions herein, you are permitted to use the Service solely for your own Specified Purpose.
You must not (a) create, upload or transmit Your Content if you do not have the right to do so; (b) create, upload or transmit Your Content or use the Service in any way that would violate any law or the rights of any person; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any of Your Content; (d) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Service; (e) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (f) use manual or automated software, devices, or other processes to “crawl,” “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property; (g) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (h) otherwise interfere in any manner with the use or operation of the Service; or (i) use the Service in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Service.
Your Content must not: (i) be libelous, vulgar, defamatory, threatening, abusive, obscene, pornographic or unlawful or encourage a criminal offense; (ii) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (iii) infringe any copyright or violate any property rights, rights of privacy or publicity, or any other rights of any third party; or (iv) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
We reserve the right (but are under no obligation) to investigate any claim that User Content or use of the Service does not conform to the terms and conditions of this Agreement, and to remove User Content from the Service or terminate your account for breach of this Agreement.
NO ENDORSEMENT
We make no representation, warranty or endorsement regarding any User or the authenticity or validity of any User Content displayed in connection with the Service. We are under no obligation to verify the identity or background of Users or User Content, and all Users should be careful and exercise caution in entering into transactions or otherwise interacting with other Users. By using the Service, you agree that the sole remedy for any damage or harm inflicted by other Users will be limited to claims against such Users, and that you will not seek monetary damages or any other remedy from us in connection with such events. Any reliance on the material, advice or suggestions on the Service is at your own risk, and MINO specifically disclaims all responsibility for any liability, loss or risk, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use or application of any of the contents of the Service.
ACCOUNT CREATION
In order to use the Service, you may be required to provide information about yourself including your name, email address, and other contact information, as well as create a password and register with us. We may also request additional information from you. You agree that any information submitted with a membership application or registration information you give to MINO will always be accurate, correct, and up to date. You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction.
USER CONTENT
You retain your rights in Your Content, subject to the rights granted below and our rights in Our Property (as defined below). You hereby grant and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works, perform, display, use, and otherwise exploit in any manner, Your Content in connection with operation and promotion of the Service and any other purposes reasonably related to the Service or our business. To the extent reasonably necessary or appropriate to effect or support the license granted by you above, you hereby waive and agree to waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your Content.
You also hereby grant and agree to grant each other User a worldwide, non-exclusive, perpetual, royalty-free license to access, copy and use Your Content which (a) you transmit to such User via the Service or (b) you post within any public forum or similar area of the Service that is available to Users generally, in each case solely for such User’s own personal non-commercial purposes (or in the case of a User that is an organization, for such User’s own internal business purposes, excluding for clarity any right to distribute or otherwise commercialize Your Content per se) (the “Specified Purpose”), in accordance with the terms and conditions herein.
You agree that we are not responsible for any use or disclosure of Your Content by other Users or any third party who gains access to it through the Service (which may include unintended activities by third parties, such as by hackers).
You represent and warrant that you own all proprietary rights in Your Content or, with respect to any of Your Content you do not own, that you have the full authority and right to create, upload, store and/or transmit Your Content, and to grant the licenses and rights you have granted in this Agreement, and that your creation, uploading, storage and/or transmission of Your Content, and the exercise by us and other Users of the licenses and rights granted by you herein, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party.
On termination of your account, or this Agreement, we have no obligation to return any User Content to you, so you should retain copies of all of Your Content.
In addition to and without limiting any other rights herein (including in the Privacy Policy), you also grant us the rights to (i) de-identify Your Content (i.e., to remove your name and other identifying characteristics, consistent with applicable laws and regulations), (ii) use or disclose de-identified data for any purpose, and (iii) allow us to share de-identified data with third parties.
LAWFUL PURPOSES
You may use the Service for lawful purposes only. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Service. You agree to use the Service and to purchase services or products through the Service for legitimate, non-commercial purposes only. You shall not post or transmit through the Service any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.
EMAIL NEWSLETTER
Our newsletters are delivered via ActiveCampaign and their policies can be found here. ActiveCampaign is responsible for its Terms of Use, Privacy Policy, and other policies. We disclaim responsibility and liability for the operation of ActiveCampaign.
MEMBERSHIP
You must be a registered Member of MINO in order to fully access all features of the Service. Membership is not permitted for children under 16 years of age. We may, in our sole discretion, refuse to offer or continue to offer Membership to any person or entity and change our eligibility criteria at any time.
The Membership Application requests certain personal information that you agree to provide to us subject to the terms of our Privacy Policy to enable us to determine whether to accept your Membership Application. Membership Applications are open throughout the year and reviewed on a rolling basis. As part of your Membership Application, you must provide accurate and complete contact information, including:
Your name
Your e-mail address
Your headshot
Your social profile links
Links to personal and professional websites you own
Your current occupation
Your geographical location
How you discovered MINO
Your motivation for joining MINO
Your anticipated contributions to the MINO member community
MINO assumes no responsibility regarding the accuracy of any member information obtained from the Membership Application or any additional services we may provide. Use of such information is at your own risk.
We may request further information or a meeting, either face-to-face or by phone, in order to decide whether to accept a Membership Application. Acceptance of a Membership shall be at our sole discretion in the furtherance of the values, influence, and reputation of our community and its Members. No reason is required for refusal of any application at any stage, and all information relating to the determination of a Membership Application shall be treated in accordance with the terms of our Privacy Policy.
MINO’s Membership Application is administered via Typeform and their policies can be found here. Typeform is responsible for its Terms of Use, Privacy Policy, and other policies. We disclaim responsibility and liability for the operation of Typeform.
GENERAL PAYMENT TERMS
The Service, or certain features of the Service, may be available only if certain subscription fees, member fees, or other fees (collectively, “Fees”) are paid by you, or for your benefit (e.g., we may permit a third party to pay certain Fees for your benefit). If you purchase any subscription plan for the Service or certain features of the Service, you must pay any applicable Fees. Unless we separately agree with you to receive payment by another means, you will provide us (or our designated third-party payment provider) with accurate and valid credit card or other payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete. If any charge is rejected by our bank or payment providers, you are still liable to pay the Fees. We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). You will also be responsible for our reasonable costs of collection, including attorneys’ fees, if we deem it necessary to take any legal or administrative action to collect unpaid Fees. We reserve the right to accept, refuse or cancel any orders placed through the Service, without liability or justification. Failure to pay Fees when due may result in the termination/suspension of your access to the Service or certain features of the Service.
If your Membership Application is accepted, you will receive an email with an invoice for your Membership Fee. Once the Membership Fee has been paid, you will be given access to members-only benefits, including MINO’s private members-only platform and mobile app. MINO’s members-only platform and app are administered via CircleCo Inc. (hereafter “Circle”), and their policies can be found here. Circle is responsible for its Terms of Service, Privacy Policy, and other policies. We disclaim responsibility and liability for the operation of Circle.
MINO uses a third party payment processor to assist in processing your personally identifiable payment information securely. Such third party processors’ use of your personal information is governed by their respective terms of use and privacy policies. Payments are currently processed and managed using multiple providers, which include payment gateways Thrivecart, PayPal and Stripe. See Thrivecart’s Privacy Policy and Terms & Conditions. See PayPal’s Privacy Statement and User Agreement. See Stripe’s Privacy Policy and Services Agreement.
MINO may change the amount and frequency of required Fees and fee terms at any time, and may, in its sole discretion, allow certain Users to use the Service or certain features of the Service without requiring Fees or a formal application, with or without notice to you and without liability. Your permission to use the Service or certain features of the Service is personal and non-transferable.
SUBSCRIPTION PLANS
We may offer paid subscription plans that allow you to access additional or exclusive features or content made available through the Service. If you purchase a subscription plan, your subscription will continue in effect and renew on a recurring basis, monthly or annually, unless and until you cancel your subscription. If you provide a credit card or other payment method accepted by MINO and sign up for a monthly or annual paid subscription through the Service, you are expressly agreeing that MINO (or our designated third-party payment provider) is authorized to charge your payment method for the applicable subscription fee (plus any applicable taxes) on a recurring monthly or annual basis, as applicable.
MINO reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing period following the date of the change. If MINO changes the subscription fee or other charges for your subscription, we will give you advance notice of these changes. If you purchase a subscription from us with promotional pricing, it will renew at non-promotional pricing unless otherwise stated, or unless you cancel your subscription prior to renewal (as may also be explained in more detail at the time of your purchase at the promotion pricing). If you do not agree with the price changes, you have the right to reject the change by canceling your recurring subscription before the price change goes into effect.
REFUNDS
Fees will be refunded upon request at 100% of payment before the service period begins.
We will refund you and void outstanding invoices within the first 30 days of your service period if you have fully participated in all coaching sessions, classes, and coursework and are dissatisfied with the Service. Refunds are issued upon request to membership@joinmino.com.
We will refund you in case your order was canceled by us after your credit card or other payment method has been charged.
Otherwise, refunds will not be provided. Payments are nonrefundable and there are no refunds or credits for partially used periods.
At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our users ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion.
CANCELLATIONS AND REVOCATIONS
Terms related to voluntary and involuntary cancellation and revocation of Service are outlined in the Membership Policies.
REFUSAL OF SERVICE
The Services are offered subject to our acceptance of your order or requests. We reserve the right to refuse service to any order, person or entity, without the obligation to assign reason for doing so. No order is deemed accepted by us until payment has been processed. We may at any time change or discontinue any aspect or feature of the Service, subject to us fulfilling our previous responsibilities to you based on acceptance of your payment.
ORDER CONFIRMATION
We or our third party payment processors may email you to confirm the placement of your order and with details concerning product delivery. In the event that there is an error in this email confirmation, it is your responsibility to inform us as soon as possible.
SERVICE DESCRIPTION
We endeavor to describe and display the Service as accurately as possible. While we try to be as clear as possible in explaining the Service, please do not accept that the information herein is entirely accurate, current, or error-free. From time to time we may correct errors in pricing and descriptions. We reserve the right to refuse or cancel any order with an incorrect price listing.
MATERIAL YOU SUBMIT TO THE SERVICE
You shall not upload, post or otherwise make available on the Service any artwork, photos, or other materials (collectively “Materials”) protected by copyright, trademark, or other proprietary right without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any Materials are not so protected rests entirely with you. You shall be liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all Materials submitted by you to the Site, you automatically represent or warrant that you have the authority to use and distribute the Materials, and that the use or display of the Materials will not violate any laws, rules, regulations, or rights of third parties.
INTELLECTUAL PROPERTY RIGHTS TO YOUR MATERIALS
We claim no intellectual property rights over the material you supply to MINO. You retain copyright and any other rights you may rightfully hold in any content that you submit through the Site or Service. Your Content you submit to MINO remains yours to the extent that you have any legal claims therein. You agree to hold MINO harmless from and against all claims, liabilities, and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you. By posting material on the Site, you grant us a worldwide, nonexclusive, irrevocable license to use the material for promotional, business development, and marketing purposes.
OUR INTELLECTUAL PROPERTY
The Site and Service contain intellectual property owned by MINO, including trademarks, copyrights, proprietary information, and other intellectual property. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of the Site or Service Content or intellectual property, in whole or in part, without our prior written consent. We reserve the right to immediately remove you from the Service, without refund, if you are caught violating this intellectual property policy.
CHANGED TERMS
We may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on this Site. Any use of the Site or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions, at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions.
LIMITATION OF LIABILITY
YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICE. ADDITIONALLY, MINO IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF MINO HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL MINO’S CUMULATIVE LIABILITY TO YOU EXCEED THE TOTAL PURCHASE PRICE OF THE SERVICE YOU HAVE PURCHASED FROM MINO, AND IF NO PURCHASE HAS BEEN MADE BY YOU MINO’S CUMULATIVE LIABILITY TO YOU SHALL NOT EXCEED $100.
THIRD PARTY RESOURCES
The Service may contain links to third party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with MINO. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
INDEMNIFICATION
You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, arising out of any breach by you of any of these Terms and Conditions, or any use by you of the Service. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third party claim or waive any defense without our prior written consent.
EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
ENTIRE AGREEMENT; WAIVER
This Agreement constitutes the entire agreement between you and MINO pertaining to the Site and Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this Agreement by MINO shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by MINO.
NOTICES
All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows: 1485 5th Avenue, Suite 15J, New York, NY 10035 and via email at admin@joinmino.com.
GOVERNING LAW; VENUE; MEDIATION
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware as applied to contracts that are executed and performed entirely in New York. The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be the county of New Castle, Delaware. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.
RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
SEVERABILITY
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
ASSIGNMENT
These Terms and Conditions bind and inure to the benefit of the parties’ successors and assigns. These Terms and Conditions are not assignable, delegable, sublicensable, or otherwise transferable by you. Any transfer, assignment, delegation, or sublicense by you is invalid.
Updated: November 21, 2022