Terms of Use

Last Updated: October 10, 2019

Mindstead Co. (referred to in this policy as “Mindstead,” “us,” “we,” or “our”) has adopted the following Terms of Use to govern access to and use of our website at Mindstead.org as well as any affiliated web pages we may host (“Sites”), mobile applications (“Apps”), or any other services we might offer (together with site and apps, our “Services”).

Mindstead is a marketplace of tools for personal development where licensed therapists, coaches, and other human behavior experts can sell original, evidence-based worksheets, guides, and other mind-training materials delivered electronically as digital content.

Users of the marketplace include those who have registered for a Mindstead account (“Account”), including Clients (“Clients”) who purchase content on the site, Clinicians (“Clinicians”) who use our services (“Services”) to sell their content (“Tools”) through their shop (“Shop”), and visitors (“Visitors”) who browse the marketplace without registering for an Account. Clients and Clinicians who have created a profile together make up our members (“Members”). Clients, Clinicians, and Visitors who browse the site together make up our users (“Users”). Mindstead at no time owns or sells Tools for or on behalf of the Clinicians who sell content through our Services. Likewise, in addition to Tools, all profiles, reviews, and other user generated content (together known as “Content”) posted by Users is also created exclusively by Users.

By using our Services as a Visitor, Member, or in any other manner, Users agree to follow these Terms of Use.

I. CLIENTS AND PURCHASES

About
Visitors can join Mindstead as a Client at no charge and use our Services to purchase and download Tools. A Client Account is owned by the individual whose name and email address are listed on the Account profile. Clients are able to make purchases; download free and/or purchased Tools; rate and review Tools they have downloads; and post questions, comments, requests, and so on; and enjoy other features and services we may offer. There are no fees to join.

Purchasing
By placing an order, Clients represent and warrant that the billing information they’ve provided is accurate. For payment, we accept both credit and debit card. All payments are in United States Dollars (USD). Cash payments and payments in other currencies are not accepted. We may change or add to our accepted payment methods at any time and we are not obligated to accept payment by any means other than those accepted at the time of their purchase.

By using any payment method and/or providing payment details for making purchases on Mindstead, Clients represent and warrant that: (a) They are legally authorized to provide such information; (b) They are legally authorized or have permission to make payments using the payment method(s); (c) if they are an employee or agent of a company or person that owns the payment method, they are authorized by that company or person to use the payment method to make payments on Mindstead; and (d) such actions do not violate any applicable law.

To protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities, payment information in connection with withdrawals is collected by Mindstead’s Payment Services Providers. Payment Services Providers may also collect such other information as necessary for proposes of processing withdrawal payments.

Once the purchase is made and payment received, Tools are available immediately via instant download.

Fees
Every Tool has a fee assigned to it, as decided by the Clinician who created it. This is the cost of the Tool. Additionally, Mindstead charges USD $0.25 per transaction in order to support the many factors involved in running a marketplace. Clients are responsible for paying the fee for the Tool as well as Mindstead’s transaction fee in order to complete a purchase and download their Tool.

Sales Tax
Clients are responsible for paying any amounts due, including the list price for each item as well as any applicable federal, state, and/or local sales taxes, and any fees associated with their order. Mindstead will calculate, collect, and remit sales tax on applicable orders in states having marketplace collection laws requiring us to do so, and in certain other states in which Mindstead has received permission to do so. Where sales tax is not collected, the Client is solely responsible for the payment of any use tax that may apply. Where sales tax is applied to an order, the amount of tax due will be estimated at checkout and may differ from the final sales tax amount that will be charged when the order is processed. Mindstead is not responsible for the sales and tax information provided by Clinicians and does not guarantee the accuracy of sales tax calculations.

Rating and Reviews
Clients are encouraged to provide feedback about the Tools they’ve downloaded by providing a rating and review (“Feedback”). Any Feedback Users choose to leave should reflect their honest experience using the Tool for its intended purpose and must abide by our Community Expectations as described in our Terms of Use. Mindstead may, at any time, set additional requirements or limitations for leaving Feedback such as a minimum or maximum characters, time-based restrictions, or other requirements. Clinicians may not leave feedback about their own Tools and other Content or otherwise attempt to undermine the integrity of our Feedback system. We may remove Feedback for any reason, at any time, without notice and we may ban a Member from leaving future Feedback.

Refund Policy
Being digital products, all sales are considered final and nonrefundable once an order is submitted. Mindstead may, in our sole discretion, modify our Refund Policy or, on a case-by-case basis, issue a refund for a reason that falls outside of our Refund Policy. Clinicians may also authorize a full or partial refund for any reason by contacting us at [email protected].

II. CLINICIANS AND EARNINGS

About
Clinicians are licensed psychologists, social workers, coaches, faith-based counselors, self-help authors, and other human behavior experts who share Mindstead’s mission of helping more people access their potential. By joining Mindstead, Clinicians are able to expand their reach, grow their practice, and develop a passive income stream by sharing their tools. They can also find tools they’ve always wanted, but didn’t have the time to make.

To open a shop, a clinician must sign up for a Mindstead account and then create a Mindstead Shop in order to access the additional capabilities that will allow them to offer and sell Content through our Services. In addition to being able to upload and sell Content, Clinicians can access their sales data as well as some additional information and communication features. At the time being, opening a Mindstead Shop does not cost any fees to join, however Mindstead reserves the right to modify Clinician Memberships at any time under our discretion.

Expectations
The Mindstead community is built on trust. We expect all Clinicians to: Follow our Intellectual Property Policies and only post or upload original materials. Post only high-quality materials, that are complete, accurate, free of errors, and evidence-based. Be helpful and respond to Client questions and fix any technical issues that may arise with their profile or content. Likewise, Users should please report any errors they see on our site or any violations by other Users.

Pricing
Mindstead does not set a minimum price and encourages Clinicians to be thoughtful about what their product is worth and what Clients can afford. Additionally, Clinicians may not charge more on Mindstead for a piece of Content that is offered for less or for free somewhere else. They also may not use Mindstead as an alternative sales channels pushing Mindstead’s Users to other online marketplace or e-commerce site where their resources can be purchased.

Design
Mindstead will from time to time offer free creative design assistance, which Clinicians cas access for the development of the Tools they will sell on the Site. The goal of this design work is to optimize the commercial viability of the Tool, meaning to make the tool visually attractive and easy to use; The Company will not change any of the actual content of the Tool, only its external packaging.

In order to do the work, the Clinician will need to sign a design contract (“Design Contract”) and provide the proprietary Tool in its present written, drawn, or typed form as well as any directions, exercises, evidence, or other supporting materials that comprise the Tool and/or are required in order to effectively use the Tool. The Clinician must also provide creative design direction by either sharing their existing brand materials (logo, colors, fonts, style, images, etc) and/or filling out a tools design questionnaire highlighting their desired brand logo, colors, fonts, style, images, and more in order to help expedite the design process. The Clinician must also approve the final product and ensure the functional fidelity of the tool in its completed design form. The Clinician, and Clinician alone, is responsible for the effectiveness and intellectual property of the Tool. The Clinician is also responsible for posting the Tool on the Company’s website within one month (30 days) of receiving the completed designed tools. Posting their Tools on the site is a requirement of having the Company design this work.

By entering into a Design Contract, both parties acknowledge and adhere to the Terms of Use, Privacy, and Intellectual Property policies of the Company. Additionally, by having the tools designed by the Company, the Clinician agrees to list their tools on Mindstead, priced for a reasonable fee, for a period of at least 3 years from the date of posting. Clinicians are not permitted to sell or otherwise distribute the tools designed by the Company through any other venues during this time, excluding their personal practice, where they are able to provide physical copies of their tools to their personal clients. If the Clinician breaks this contract, sells their tools elsewhere, or removes their tools for sale, they will be in breach of contract and responsible for any damages and costs of the original design services rendered plus any administrative fees associated.

Earnings
Clinicians are paid for their tools as soon as each purchase is complete, at a net revenue of 75% of the purchase amount.

To complete these payouts, Mindstead works with Stripe, a third party company, which processes and transfers funds between us and our Clinicians. To receive payouts, Clinicians must have a Stripe account linked to their Profile. This is the first step in setting up a Shop. Clinicians can work with Stripe to set up their fund transfer schedule. Mindstead is not responsible for any additional fees or taxes Clinicians may incur from other third parties related to receiving or accessing their payouts.

Mindstead makes no guarantees about the services offered by any third party companies including the current or any future Payment Services we may support, and we are not responsible for any payment delays or other complications caused by Payment Services. We may, at our discretion, modify the list of supported Payment Services at any time, discontinue support for an existing Payout Service, or make additional Payout options available.

Taxation
Clinicians are responsible for paying any direct or indirect taxes, including any GST, VAT or other, which may apply to them depending on residency or location and/or the residency or location of the clients who purchase their Tools. While Mindstead enables Clinicians to collect sales tax on applicable orders in states where they have designated an obligation, Clinicians represent and warrant that they will at all times comply with their obligations under income tax provisions in their jurisdiction to pay their taxes, including but not limited to acknowledging the following. Accurate information: Clinicians represent and warrant that the information they provide for the calculation and collection of sales tax, including but not limited to their street address, is accurate and up to date. No warranties: Clinicians acknowledge and agree that Mindstead is not responsible for and cannot and does not guarantee the accuracy or availability of the Tax Services or any other service they use to calculate or collect taxes or to determine the taxability or non-taxability of any transactions. They further acknowledge and agree that when they access the Tax Services or any other third party tax services through the Services or on the Internet, they do so at their own risk. The Tax Services and other Third Party Services are not under Mindstead’s control, and they acknowledge that Mindstead is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such services or resources. They further acknowledge and agree that Mindstead shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such services, goods or resources available on or through the Tax Services or any other Third Party Services. Indemnification: Clinicians agree to indemnify, defend, and hold harmless Mindstead, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings (i) brought by third parties related to their use or misuse of the Tax Services or any other tax services they use in connection with the Services; and (ii) brought by any taxing authority, related to their failure to properly remit any taxes which are owed by them in connection with their use of the Services.

Account closure.
If the Clinician or Mindstead closes, suspends, or otherwise limits a Clinician’s Account or access to Services, we’ll no longer display their Shop page or their Tools Listings, and their Tools will no longer be available for purchase or download by Members who haven’t previously purchased them. If they or Mindstead delete or deactivate a single Tool Listing, that Tool will not be available for purchase or download by Users who have not previously purchased or downloaded the Tool, and the Tool will no longer be displayed in their Shop or in search results.

III. TOOLS AND INTELLECTUAL PROPERTY

About
All of the Content available for purchase or download on our site, including Tools, profiles, reviews, and other content, are created and added exclusively by our users as User Generated Content; they are not created or added by Mindstead itself. Mindstead has the right, but not the obligation, to monitor any activity and Content associated with our Services.

Mindstead does not check user uploaded/created Content for appropriateness, violations of copyright, trademark, other rights, or violations. Mindstead is additionally not response for the Content, quality, or level of service provided by the Clinicians. We provide no warranty with respect to the tools sold or any communications between Clinicians and Clients or vice versa. Mindstead and the Content provided on it by Users has not been evaluated by the Food and Drug administration, and is not intended to diagnose, treat, cure, or prevent any disease.

We encourage all users to use our rating system, common sense, and communicate with us as needed at [email protected], including reporting violations if they are alleged to occur. Mindstead will investigate any complaints or reported violations of our policies and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of Accounts, and/or removal of any Content on the site, including Tools for sale.

Clinicians
Clinicians own and maintain the intellectual property rights of their Content, including original tools, and grant Clients licenses to use Content for limited use as described in this section.

By posting or uploading Content, the Clinician undertakes that the Tool is an original creation and/or that they have the appropriate permissions, rights, and/or licenses to provide, sell, or resell the tools on Mindstead. Once the original Content is posted, the Clinician retains any intellectual property rights that they hold for that tool. Mindstead does not take or claim any ownership (copyright, trademark, or otherwise) over their Tools or other Content that they post.

By posting of uploading Content to our Services, the Clinician grants to Mindstead limited rights to store, use, and display, and provide access to their Content, as necessary to provide our Services, such as to display their Tools in their Shop and in search results, to make their Tools available for download, and to display and promote their Tools through our Services, through email, and ads on other sites or search engines, and through other marketing campaigns. For these purposes, they grant to us a nonexclusive, irrevocable, perpetual (except as otherwise provided herein), worldwide, sublicensable license to exercise any copyright, trademark rights, or other rights in and to their Content necessary to provide our Services to them and our other Users.

Clients
When a Client purchases a license to use Content created by a Clinician or downloads a free Tools or piece of Content, the Clinician grants them an individual use license to use the Resource in accordance with the terms listening in these Terms of Use. Under an Individual Use License, the Clinician grants to the purchasing Client, for use by one assignee, a non-exclusive, perpetual, irrevocable, non-transferable, non-sublicensable, worldwide, limited license to use the Resource for the purposes and under the conditions described below.

Under an Individual Use License, the Clinician allows the purchasing Client to use the Content for their own personal, educational, and instructional use only (“Personal Use”). This means they can use Resources for their own personal purposes, for their individual study, and to support a personal client. Under an Individual Use License, the Clinician allows the purchasing Client to print and make copies of downloadable Content as necessary for Personal Use, as noted above.

Under an Individual Use License, the purchasing Client is NOT allowed to use Content, in part of in whole, for commercial purposes. It cannot be sold, used for advertising or marketing, or used in any other way connected to another organization. It cannot be posted online or in public. The Individual Use License is not transferrable: the purchasing Client cannot share, send, sell, sublicense, or transfer the Content to someone else.

All Tools purchased on Mindstead are available for instant download at the time of purchase. Mindstead cannot guarantee continuous access to any Tool or other Content listed through our Service. For example, if at any time, Mindstead stops hosting a Tool for any reason or a User or Mindstead terminates, suspends, downgrades, or otherwise limits an Account, the ability to access the Tool may be terminated. It is the Client’s responsibility to maintain and store Tools purchased on their own device to ensure future access.

Ratings
Tools and their Clinicians will be rated and reviewed by the Client who purchased them in order to analyze tools for quality and help future purchasing Clients better assess and compare Tools. In certain cases, exceedingly low ratings may lead to investigation into a Clinician and/or suspension of the Clinicians account.

Intellectual Property Policy
For specific terms related to Intellectual Property rights and for reporting claims of copyright infringement or trademark infringement, please see our Intellectual Property Policy, which forms part of these Terms of Use.

IV. COMMUNITY AND EXPECTATIONS

Community Expectations
It is important for us that Mindstead is and always remains a safe, supportive, and collaborative community. We expect all Visitors and Users to all act on their best behavior including to:

  • Be kind and treat everyone with respect
  • Uphold our policies as well as the law, including intellectual property and privacy rights of others
  • Do not hurt or damage Mindstead or other Users’s reputations and operating systems

Non-Permitted Usage
Inappropriate and aggressive behavior and language; phishing and spam; fraud and unlawful use; targeted abuse; adult services and pornography; and the selling of accounts is not permitted.

Interactions with other Members.
Users are able to communicate, interact, and otherwise connect with other Users through our Service. It is their responsibility to take precautions when sharing any information about themselves. Users release Mindstead from any liability that may arise out of their interactions with other Members of our Service.

User Protection
Users’ privacy is very important to Mindstead. By using Mindstead’s Services, Users agree that Mindstead may use such data in accordance with our privacy policies. Users can see how we collect and use any personally identifiable information data in our Privacy Policy.

Violations
Mindstead may investigate any complaints about Users or reported violations of our policies and take any action that we deem appropriate. Such action may include, but is not limited to removing any Content they’ve posted on the site, including Tool Listings, issuing a refund to Clients, denying access, suspending or terminating their Account, or any additional action that we deem necessary.

Users may receive a warning to their account for violations of our Terms of Use or any user misconduct reported to our Trust and Safety team. A warning will be sent to the user's email address and will be displayed for such user on the Site. Warnings do not limit account activity, but can lead to account closure depending on the severity of the violation.

Account Closure
Mindstead may, in our discretion, close or suspend the Account of any User at any time for any reason, with or without notice. Users also have the right to close their Mindstead account at any time, without notice to Mindstead. They can close their Account from their profile page or by contacting Mindstead at [email protected] for assistance.

After a User’s account is closed, they’ll no longer have access to their Account information, past purchases, uploaded Tools, and many of the features of our Services that make up an Account.

Rewards Programs
Mindstead may, at our sole discretion, offer Users opportunities to earn rewards, gifts, or other incentives (“Rewards) through various programs or incentives (“Rewards Programs”). Mindstead is under no obligation to offer a Rewards Programs of any kind or to issue Rewards in any specific form. Mindstead may change the Reward amount or form, Rewards Program requirements, and the conditions for receiving future Rewards at any time. We reserve the right, at our discretion, to revoke or withhold Rewards or ban a User from receiving Rewards or participating in a Rewards Program. We reserve the right to modify, suspend, or discontinue any such Rewards Program at any time.

V. MINDSTEAD AND PROTECTIONS

Properties
The Site, including its general layout, design and content, is exclusively owned by Mindstead and protected by copyright and trademark law. Except for Content uploaded or posted by Members, all other aspects of the Site and the Apps Users may find on our Services is owned or controlled by Mindstead. This includes, but is not limited to, all text, graphics, photographs, logos, and other imagery, videos, user interfaces, trademarks, computer code, and other content of our Site or Apps (collectively, “Site Assets”). This also includes the design, structure, coordination, arrangement, expression, and the “look and feel” of Site Assets. Site Assets are protected by copyright, trademarks, trade dress, trade secret, and other intellectual property rights.

Users may not use, reproduce, copy, modify, republish, perform, display, disassemble, reverse engineer, translate, or distribute Site Assets in any way to any person, computer, server, website, or other entity for any commercial purpose without our explicit permission. By commercial purpose, we mean that they can’t sell, license, rent, use in their own business or website, incorporate into marketing materials or presentations, or make other commercial use of our Site Assets.

Disclaimers
Mindstead does not produce, approve, post, or upload Content. The Content uploaded and posted on our site our Members. The Content they see on our site and any views, opinions, or assertions presented are those of the Users who posted the Content and do not reflect the opinions, or the official policy or position of Mindstead. Mindstead makes no representations or warranties as to the quality, accuracy, effectiveness, legality, appropriateness, or other aspects of any Content.

Mindstead and the Content provided on it by Users has not been evaluated by the Food and Drug administration, and is not intended to diagnose, treat, cure, or prevent any disease. Users use of the site, its content and any services or items obtained through the are is at their own risk.

The site, its content and any services or items obtained through the website are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied.

Limitations
We work hard to ensure that our Services are always available and working properly, but disruptions do occur from time to time and we can’t guarantee that any or all features will always work, or that our Services will be continuously available. Likewise, we may update or change available functionality at any time. We make no guarantees to Clinicians or other Members respecting the findability or searchability of any Tool offered through our Services. We make no guarantees about how much any Clinician may earn or whether the level at which a Clinician is earning is likely to continue into the future.

Discontinuation of Services
We may change, suspend, or discontinue offering our Services at any time. Any suspension or discontinuation in our Services may mean that that Users’ Accounts, including any Tools or other content they may have purchased from our Services, and any Tools or Communications they may have uploaded to our Services may not be available to them or to other Users. Mindstead is not liable to Users for any impact a change, suspension, or discontinuation of our Services may have, including the loss of access to any Tools Users have purchased, or loss of income from a Clinician’s temporary or permanent inability to sell Tools through our Services.

Third Parties
When Users use our Services, there may be links, ads, or other ways for them to visit other websites not owned or controlled by Mindstead. When they access third party websites, they do so at their own risk. Mindstead can not and does not make any representations or warranties about other websites or services. As such, Mindstead is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Services. Users acknowledge and agree that Mindstead will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Third Party Service.

Disputes
Any disputes arising out of or relating to these Terms of Use will be settled through binding arbitration, conducted by the American Arbitration Association (AAA) and in accordance with their Commercial Arbitration Rules. The person filing the suit will be solely responsible for paying any filing, administrative, or arbitrator fees as set forth in the AAA rules. To the extent permitted under AAA rules, the arbitrator may award costs, fees, and expenses, including reasonable attorney’s fees to the prevailing party. A decision reached by arbitration will be final and binding and may be entered as a judgment by any court having jurisdiction.

The person filing the suit understands that there is no judge or jury in arbitration, and that other procedural rights such as discovery and appeal are not available in an arbitration. The person filing the suit and Mindstead each knowingly and voluntarily agree to waive their respective rights to a trial by judge or jury and to have their case heard in a court of law.

Disputes will be settled on an individual basis. The person filing the suit and Mindstead each knowingly and voluntarily agree to waive the right to bring or participate in a class, collective, consolidated, or representative action or arbitration.

Indemnity
Users agree to indemnify, defend, and hold Mindstead, its employees, officers, directors, agents, and affiliates harmless against all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings brought by third parties related to Clients’ use or misuse of our Services, including but not limited to any breach of these Terms of Use; violation of any federal, state, or local law; and infringement of someone else’s intellectual property, privacy, publicity, or other rights.

In no event will Mindstead, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with their use, or inability to use, the website, any websites linked to it, any content on the website or such other websites or any services or items obtained through the website or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

In accepting liability as the limited authorized payment collection agent of Clinicians, Mindstead and its affiliates assume no liability for any acts or omissions of Clinicians.

VI. TERMS

Overall
Any failure by Mindstead to enforce any right or provision of these Terms of Use does not constitute a waiver of that right or provision and will not limit our right to act or enforce these Terms against subsequent or similar breaches.

If any part of these Terms is deemed invalid, unenforceable, or illegal, that part which is unenforceable is severed from the Terms, and will have no impact on the enforceability of the remainder of these Terms.

These Terms of Use survive if Users cease using Mindstead’s Services or a User’s Account is closed by them of Mindstead for any reason.

Changes
Mindstead may make changes to these Terms of Use, as well as our Privacy Policy and Intellectual Property Policy, from time to time. Whenever the changes we’re making are material to Users, we’ll attempt to notify Users before those changes go into effect so that they can choose whether or not to continue using our Services. To notify Users, Mindstead may send a message to the email address we have for their Account, we may post notifications around our Services, or we may use other communication methods. The notice will include the date on which the changes will be effective. Users understand and agree that if they use Mindstead after the date on which the Terms of Use have changed, Mindstead will treat their use as acceptance of the updated Terms of Use.

Contact
Mindstead can be reached by emailing [email protected].