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Kind Mind License Agreements

Digital Content License Agreement (Educational Institution)

 

This License Agreement (this “Agreement”) is a binding agreement between Kind Mind, LLC (“Kind Mind”, “We”, “Us” or “Licensor”) and You (an educational institution) (“You” or “Licensee”) and governs Your access and use of the Digital Content and Supplemental Materials (defined below) provided by Licensor via www.kindmindeducation.com (“Website”). Access to and use of the Digital Content and Supplemental Materials is also governed by Kind Mind’s Terms of Use and Privacy Policy, each incorporated herein by reference.

Please refer to the FOOTER to access the Terms of Use and Privacy Policy directly. 

Licensor provides the Digital Content and Supplemental Materials solely on the terms and conditions set forth in this Agreement and on the condition that Licensee accepts and complies with them. By checking the “accept” box on the checkout screen You (a) accept this Agreement and agree that You are legally bound by its terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement and (ii) if Licensee is a corporation or other legal entity, you have the right, power, and authority to enter into this Agreement on behalf of licensee and bind licensee to its terms. If licensee does not agree to the terms of this Agreement, Licensor will not and does not license the Digital Content and Supplemental Materials to Licensee and you must not use or download the Digital Content or Supplemental Materials.  

  1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

Authorized Users” means an authorized educator accessing the Digital Content on behalf of Your organization. 

Digital Content” means the online programs accessible via a password protected portal on the Website for which Licensee is purchasing a license to, and includes videos, lessons, activities, discussion guides, journal and workbook pages, Guided Audio Collection, and the Classroom Resilience Kit materials and practices for individual and classroom use. 

Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Supplemental Materials” means educational materials provided by Licensor via the Website, or other form, that supplement and accompany the Digital Content.

  1. License Grant and Scope. Subject to and conditioned upon Licensee’s payment of the License Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term (as defined below) to use, solely by and through Licensee and/or its Authorized Users, the Digital Content and Supplemental Materials, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license is solely for Your own or an Authorized User’s internal, noncommercial use and solely for purposes of (1) real-time, synchronous, in-person professional instruction; and (2) real-time, synchronous remote video instruction over a secure, locked, password-protected service. This license grants Licensee the right, exercisable solely by and through Licensee or its Authorized Users, to:
    1. Access and use, via a password protected portal owned and controlled by Licensor, to the Digital Content and the Supplemental Materials and any associated information provided by Kind Mind via the Website; 
    2. Display the Digital Content and Supplemental Materials for educational purposes; and

    3. Download or otherwise make one (1) copy of the Supplemental Materials and permit Authorized Users to download or otherwise make one (1) copy of the Supplemental Materials, solely in connection with Licensee’s use of the Digital Content; 
    4. All copies of the Supplemental Materials made by the Licensee:
      1. will be the exclusive property of the Licensor;
      2. will be subject to the terms and conditions of this Agreement; and 
      3. must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

We reserve the right, but shall have no obligation, in our sole discretion to modify, update, upgrade or otherwise make changes, modifications, alterations, additions to or deletion from the Digital Content and the Supplemental Materials and to change, modify, alter, add to, or eliminate features, functionality or components from the Digital Content or Supplemental Materials at any time without notice and without obligation or liability to You. 

  1. Third-Party Materials. The Digital Content and/or Supplemental Materials may include content or other materials that are owned by persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to those contained in this Agreement. 
  2. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
    1. use (including make any copies of) the Digital Content or Supplemental Materials beyond the scope of the license granted under Section 2;
    2. provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to the Digital Content or Supplemental Materials;
    3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Digital Content or Supplemental Materials or any part thereof;
    4. combine the Digital Content or any part thereof with, or incorporate the Digital Content or any part thereof in, any other programs;
    5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Digital Content or any part thereof;
    6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Digital Content or Supplemental Materials, including any copy thereof;
    7. except as expressly set forth in Section 2(c), copy the Digital Content or Supplemental Materials, in whole or in part;
    8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Digital Content and Supplemental Materials, or any features or functionality of the Digital Content, to any Third Party for any reason; or
    9. use the Digital Content or Supplemental Materials in violation of any law, regulation, or rule.
  3. Responsibility for Use of Digital Content. Licensee is responsible and liable for all uses of the Digital Content and Supplemental Materials through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Digital Content and Supplemental Materials by its Authorized Users or by any other person to whom Licensee or an Authorized User may provide access to or use the Digital Content and/or Supplemental Materials, whether such access or use is permitted by or in violation of this Agreement.
  4. Intellectual Property Rights. Licensee acknowledges and agrees that the Digital Content and Supplemental Materials are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Digital Content or Supplemental Materials under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Digital Content and Supplemental Materials and all Intellectual Property Rights arising out of or relating to the Digital Content and Supplemental Materials, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Digital Content and Supplemental Materials (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Digital Content and Supplemental Materials and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights. 
  5. Payment
    1. We offer the license to the Digital Content and Supplemental Materials on a subscription basis (recurring charge). The subscription plan length (“Term”) and price ( “Fees”) will be shown on the Website prior to checkout. When You purchase the subscription, You agree that at the end of Your Term, the Term will automatically renew and Kind Mind will charge the Fees plus applicable taxes and fees associated with your subscription to the billing method on file until you cancel.This is an auto-renewal offer that will automatically charge your card on file 12 months from the date of purchase. You will receive an email reminder 30 days before your card is charged. You can cancel your subscription anytime. In order to cancel, log into your account library and go to settings. On the top right corner of your account, go to Billing Info. Click the 3 dots to the right of the product offer to cancel your subscription or update payment information. 
    2. Thirty-Day Refund Policy. If You cancel your subscription within thirty (30) days of purchase, you will receive a full refund. Kind Mind has no obligation to refund any amounts for subscriptions canceled more than thirty days after purchase. 
    3. Promotional Offer. From time to time, to the extent legally permitted, Kind Mind may offer free trials for its license to the Digital Content and Supplemental Materials. If Kind Mind offers You a free trial, the specific terms of Your free trial will be provided in the marketing materials and at checkout.
  1. Payment and Billing Information. By providing a payment method that we accept, You represent and warrant that You are authorized to use the designated payment method and that You permit us to charge Your payment method for the total amount of your Fees (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, Your order may be suspended or canceled. You must resolve any problem we encounter in order to proceed with Your order. In the event You want to change or update payment information associated with Your account,This is an auto-renewal offer that will automatically charge your card on file 12 months from the date of purchase. You will receive an email reminder 30 days before your card is charged. You can cancel your subscription anytime. In order to cancel, log into your account library and go to settings. On the top right corner of your account, go to Billing Info. Click the 3 dots to the right of the product offer to cancel your subscription or update payment information. 

 

  1. Taxes. You are responsible for any sales, duty or other governmental taxes or fees due with respect to Fees. We will collect applicable sales tax if we determine that we have a duty to collect sales tax. 

 

  1. Termination.
    1. Licensee may terminate this agreement by canceling their subscription as outlined above. 
    2. Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured seven (7) days after Licensor provides written notice thereof.
    3. Upon termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of Supplemental Materials and shall no longer have access to the Digital Content. 
  2. Consent to Communications
    1. Kind Mind may be required by law to send communications to You or Authorized Users pertaining to Your use and access to the Digital Content and Supplemental Materials. You consent to receipt of these communications electronically (e.g., via email, or through the Website) in accordance with our Privacy Policy. 
  3. Warranty Disclaimer.
    1. THE DIGITAL CONTENT AND SUPPLEMENTAL MATERIALS ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE DIGITAL CONTENT AND SUPPLEMENTAL MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED DIGITAL CONTENT AND SUPPLEMENTAL MATERIALS WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  4. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
    1. IN NO EVENT WILL LICENSOR OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE DIGITAL CONTENT AND SUPPLEMENTAL MATERIALS; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. IN NO EVENT WILL LICENSOR’S, INCLUDING ANY OF ITS SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE DIGITAL CONTENT THAT IS THE SUBJECT OF THE CLAIM. 
    3. THE LIMITATIONS SET FORTH IN SECTION 13(a) AND SECTION 13(b) SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
  5. Indemnification. 
    1. In addition to your indemnification obligations set forth in Our Terms of Use, to the fullest extent permitted by applicable law, You will indemnify, defend and hold harmless Licensor from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) Your access to and/or use of Digital Content and Supplemental Materials; (b) Your violation of this Agreement; (c) Your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) an Authorized Users’ access to and/or use of the Digital Content or Supplemental Materials or violation of this Agreement. You agree to promptly notify Licensor of any third-party Claims, cooperate with Licensor in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that Licensor will have control of the defense or settlement, at Licensor’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between You and Licensor.
  6. Privacy.
    1. All data collection will be governed by Kind Mind’s privacy policy.
    2. Choice of Law.
    3. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Maine without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Maine. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  7. Force Majeure
    1. Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor’s reasonable control.
  8. Notices
    1. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. 
  9. Entire Agreement
    1. This Agreement together with Terms of Use and Privacy Policy constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
  10. Assignment
    1. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 18 is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
  11. Modifications
    1. Any Kind Mind updates or upgrades to the Digital Content or Supplemental Materials, including any updates or upgrades that supplement or replace the original Digital Content or Supplemental Materials shall also be governed by this Agreement unless a separate license terms accompany such updates or upgrade, in which case such separate terms will govern in the event of a conflict between such separate terms and this Agreement or as otherwise provided in such separate terms. 
  12. Severability
    1. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  13. Headings
    1. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
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Digital Content License Agreement (Family or Teacher)

This License Agreement (this “Agreement”) is a binding agreement between Kind Mind, LLC (“Kind Mind”, “We”, “Us” or “Licensor”) and You (a Family or Teacher) (“You” or “Licensee”) and governs Your access and use of the Digital Content and Supplemental Materials (defined below) provided by Licensor via www.kindmindeducation.com (“Website”). Access to and use of the Digital Content and Supplemental Materials is also governed by Kind Mind’s Terms of Use and Privacy Policy, each incorporated herein by reference.

Licensor provides the Digital Content and Supplemental Materials solely on the terms and conditions set forth in this Agreement and on the condition that Licensee accepts and complies with them. By checking the “accept” box on the checkout screen You (a) accept this Agreement and agree that You are legally bound by its terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement and (ii) if Licensee is a corporation or other legal entity, you have the right, power, and authority to enter into this Agreement on behalf of licensee and bind licensee to its terms. If licensee does not agree to the terms of this Agreement, Licensor will not and does not license the Digital Content and Supplemental Materials to Licensee and you must not use or download the Digital Content or Supplemental Materials. 

  1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

Digital Content” means the online programs accessible via a password protected portal on the Website for which Licensee is purchasing a license to, and includes videos, lessons, activities, discussion guides, journal and workbook pages, Guided Audio Collection, and the Classroom Resilience Kit materials and practices for individual and classroom use.

Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Supplemental Materials” means educational materials provided by Licensor via the Website, or other form, that supplement and accompany the Digital Content.

  1. License Grant and Scope. Subject to and conditioned upon Licensee’s payment of the License Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term (as defined below) to use, solely by and through Licensee, the Digital Content and Supplemental Materials, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license is solely for Your own internal, noncommercial use and solely for purposes of (1) real-time, synchronous, in-person professional instruction; and (2) real-time, synchronous remote video instruction over a secure, locked, password-protected service. This license grants Licensee the right, exercisable solely by and through Licensee, to:
    • Access and use, via a password protected portal owned and controlled by Licensor, to the Digital Content and the Supplemental Materials and any associated information provided by Kind Mind via the Website;
    • Display the Digital Content and Supplemental Materials for educational purposes; and
    •  
    • Download or otherwise make one (1) copy of the Supplemental Materials, solely in connection with Licensee’s use of the Digital Content;
    • All copies of the Supplemental Materials made by the Licensee:
      • will be the exclusive property of the Licensor;
      • will be subject to the terms and conditions of this Agreement; and
      • must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

We reserve the right, but shall have no obligation, in our sole discretion to modify, update, upgrade or otherwise make changes, modifications, alterations, additions to or deletion from the Digital Content and the Supplemental Materials and to change, modify, alter, add to, or eliminate features, functionality or components from the Digital Content or Supplemental Materials at any time without notice and without obligation or liability to You.

  1. Third-Party Materials. The Digital Content and/or Supplemental Materials may include content or other materials that are owned by persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to those contained in this Agreement.
  2. Use Restrictions. Licensee shall not directly or indirectly:
    • use (including make any copies of) the Digital Content or Supplemental Materials beyond the scope of the license granted under Section 2;
    • provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to the Digital Content or Supplemental Materials;
    • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Digital Content or Supplemental Materials or any part thereof;
    • combine the Digital Content or any part thereof with, or incorporate the Digital Content or any part thereof in, any other programs;
    • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Digital Content or any part thereof;
    • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Digital Content or Supplemental Materials, including any copy thereof;
    • except as expressly set forth in Section 2(c), copy the Digital Content or Supplemental Materials, in whole or in part;
    • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Digital Content and Supplemental Materials, or any features or functionality of the Digital Content, to any Third Party for any reason; or
    • use the Digital Content or Supplemental Materials in violation of any law, regulation, or rule.
  3. Responsibility for Use of Digital Content. Licensee is responsible and liable for all uses of the Digital Content and Supplemental Materials through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Digital Content and Supplemental Materials by any other person to whom Licensee may provide access to or use the Digital Content and/or Supplemental Materials, whether such access or use is permitted by or in violation of this Agreement.
  4.  Intellectual Property Rights. Licensee acknowledges and agrees that the Digital Content and Supplemental Materials are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Digital Content or Supplemental Materials under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Digital Content and Supplemental Materials and all Intellectual Property Rights arising out of or relating to the Digital Content and Supplemental Materials, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Digital Content and Supplemental Materials (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Digital Content and Supplemental Materials and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.

 

 

  1. Payment.
    • We offer the license to the Digital Content and Supplemental Materials on a subscription basis (recurring charge). The subscription plan length (“Term”) and price (“Fees”) will be shown on the Website prior to checkout. When You purchase the subscription, You agree that at the end of Your Term, the Term will automatically renew and Kind Mind will charge the Fees plus applicable taxes and fees associated with your subscription to the billing method on file until you cancel. You may cancel your subscription by logging into your account, click on the avatar from the page header, select Settings from the dropdown, and click Billing Infoin the top right of the page. Depending on the Offer you wish to cancel and the payment method used to purchase the Offer, you can cancel your subscription by selecting the Cancel button and you will be prompted to confirm your cancellation.
    • Payment and Billing Information. By providing a payment method that we accept, You represent and warrant that You are authorized to use the designated payment method and that You permit us to charge Your payment method for the total amount of your Fees (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, Your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with Your order. In the event You want to change or update payment information associated with Your account, You can do so by logging into Your account, click on the avatar from the page header, select Settings from the dropdown, and click Billing Infoin the top right of the page. Click the button next to Your card information, select replace, then click Update to apply and keep Your changes.
    • You are responsible for any sales, duty or other governmental taxes or fees due with respect to Fees. We will collect applicable sales tax if we determine that we have a duty to collect sales tax.
  2. Termination.
    • Licensee may terminate this agreement by cancelling their subscription as outlined above.
    • Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured seven (7) days after Licensor provides written notice thereof.
    • Upon termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of Supplemental Materials and shall no longer have access to the Digital Content.
  3. Consent to Communications
    • Kind Mind may be required by law to send communications to You pertaining to Your use and access to the Digital Content and Supplemental Materials. You consent to receipt of these communications electronically (e.g., via email, or through the Website) in accordance with our Privacy Policy.
  4. Warranty Disclaimer.
    • THE DIGITAL CONTENT AND SUPPLEMENTAL MATERIALS ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE DIGITAL CONTENT AND SUPPLEMENTAL MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED DIGITAL CONTENT AND SUPPLEMENTAL MATERIALS WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  5. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
    • IN NO EVENT WILL LICENSOR OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE DIGITAL CONTENT AND SUPPLEMENTAL MATERIALS; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • IN NO EVENT WILL LICENSOR’S, INCLUDING ANY OF ITS SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE DIGITAL CONTENT THAT IS THE SUBJECT OF THE CLAIM.
    • THE LIMITATIONS SET FORTH IN SECTION 13(a) AND SECTION 13(b) SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
  6.  
    • In addition to your indemnification obligations set forth in Our Terms of Use, to the fullest extent permitted by applicable law, You will indemnify, defend and hold harmless Licensor from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) Your access to and/or use of Digital Content and Supplemental Materials; (b) Your violation of this Agreement; or (c) Your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights). You agree to promptly notify Licensor of any third-party Claims, cooperate with Licensor in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that Licensor will have control of the defense or settlement, at Licensor’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between You and Licensor.
  7.  
    • All data collection will be governed by Kind Mind’s privacy policy.
  8. Choice of Law.
    • All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Maine without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Maine. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  9. Force Majeure
    • Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor’s reasonable control.
  10. Notices
    • All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
  11. Entire Agreement
    • This Agreement together with Terms of Use and Privacy Policy constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
  12. Assignment
    • Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 18 is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
  13. Modifications
    •  Any Kind Mind updates or upgrades to the Digital Content or Supplemental Materials, including any updates or upgrades that supplement or replace the original Digital Content or Supplemental Materials shall also be governed by this Agreement unless a separate license terms accompany such updates or upgrade, in which case such separate terms will govern in the event of a conflict between such separate terms and this Agreement or as otherwise provided in such separate terms.

 

  1. Severability
    • If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  2. Headings
    • The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
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