Terms of Service

Effective Date: [EFFECTIVE DATE]

1. Introduction

1.1. These Terms of Service (“Terms,” “Agreement”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Mindhyv (“Company,” “we,” “us,” or “our”), the owner and operator of the Honeycomb platform (“Platform”), including all related websites, mobile applications, application programming interfaces (APIs), and services accessible through the Platform.

1.2. By accessing, browsing, registering for an account, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, Acceptable Use Policy, and all other policies, guidelines, and supplemental terms referenced herein (collectively, the “Agreements”). If you do not agree to these Terms, you must immediately cease all use of the Platform.

1.3. Honeycomb is a global social commerce platform that provides, among other things: social networking features (including posts, stories, direct messaging, and rooms), a digital marketplace, courses and learning management capabilities, a jobs board, advertising services, a website builder, AI-powered features, electronic signature capabilities, an affiliate program, and installable application extensions. These Terms govern your access to and use of all such features and services.

1.4. These Terms apply to all users of the Platform, including without limitation users who are browsers, registered members, subscribers, sellers, buyers, content contributors, affiliates, advertisers, and developers.

2. Definitions

2.1. “Affiliate” means any User who participates in the Honeycomb Affiliate Program and earns commissions or other compensation for referring new users or facilitating transactions on the Platform.

2.2. “Buyer” means any User who purchases goods, services, digital products, courses, or other offerings from a Seller through the Platform’s marketplace functionality.

2.3. “Content” means any text, images, photographs, graphics, video, audio, data, code, information, feedback, suggestions, or other materials that are posted, uploaded, submitted, transmitted, displayed, or otherwise made available on or through the Platform, whether by Users, Sellers, or the Company.

2.4. “Platform” means the Honeycomb platform, including all websites, subdomains, mobile applications, APIs, software, tools, features, functionalities, and services owned or operated by Mindhyv under the Honeycomb brand.

2.5. “Seller” means any User who lists, offers, sells, or distributes goods, services, digital products, courses, or other offerings to Buyers through the Platform’s marketplace functionality.

2.6. “Services” means all products, features, tools, functionalities, content, and services provided through or in connection with the Platform, including but not limited to social networking features, marketplace services, subscription services, AI-powered features, the site builder, e-signature capabilities, the jobs board, advertising services, the affiliate program, and application extensions.

2.7. “Subscription” means a recurring paid plan that grants a User access to enhanced features and capabilities of the Platform, including without limitation the Starter plan and the Pro plan, as further described in the Subscription Policy.

2.8. “User” means any individual or entity that accesses, browses, registers for, or otherwise uses the Platform, regardless of whether such individual or entity holds a paid Subscription.

2.9. “User Content” means any Content that is created, submitted, posted, uploaded, transmitted, or otherwise made available on or through the Platform by a User, including but not limited to profile information, posts, comments, messages, images, videos, listings, course materials, reviews, and feedback.

3. Eligibility

3.1. Age Requirement. The Platform is intended solely for individuals who are at least eighteen (18) years of age. By accessing or using the Platform, you represent and warrant that you are at least eighteen (18) years old. If you are under eighteen (18) years of age, you are strictly prohibited from using the Platform, and you must immediately cease all access and use.

3.2. Legal Capacity. You represent and warrant that you have the legal capacity and authority to enter into this Agreement. If you are accessing or using the Platform on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to “you” or “your” shall include both the individual and the entity.

3.3. One Account Per Person. Each individual may create and maintain only one (1) account on the Platform. The creation or maintenance of multiple accounts by the same individual is prohibited and may result in the suspension or termination of all associated accounts. Companies and organizations may request additional accounts by contacting us at [CONTACT EMAIL].

3.4. Geographic Restrictions. The Platform is not available to Users in jurisdictions where the provision of the Services would be prohibited by applicable law or regulation, including but not limited to jurisdictions subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC). You represent and warrant that you are not located in, under the control of, or a national or resident of any such restricted jurisdiction.

3.5. Registration. To access certain features of the Platform, you must register for an account by providing accurate, current, and complete information as prompted by the registration form. You agree to update your registration information promptly to keep it accurate, current, and complete.

4. Account Responsibilities

4.1. Account Security. You are solely responsible for maintaining the confidentiality and security of your account credentials, including your username and password. You must not share, transfer, sell, or otherwise disclose your account credentials to any third party. You agree to implement reasonable security measures, including the use of strong, unique passwords and, where available, multi-factor authentication.

4.2. Responsibility for Activity. You are fully responsible for all activities that occur under your account, whether or not authorized by you. You agree to immediately notify us at [CONTACT EMAIL] of any unauthorized access to or use of your account, or any other breach of security. We shall not be liable for any loss or damage arising from your failure to comply with this section.

4.3. Accurate Information. You agree to provide truthful, accurate, current, and complete information in connection with your account registration and use of the Platform. You agree not to impersonate any person or entity or misrepresent your identity or affiliation with any person or entity.

4.4. Account Transfers. Accounts are non-transferable. You may not assign, delegate, sell, or otherwise transfer your account to any other person or entity without our prior written consent.

4.5. Inactivity. We reserve the right to reclaim, reassign, or deactivate accounts that are inactive for an extended period, as determined in our sole discretion, upon reasonable notice to the registered email address associated with the account.

5. User Content License

5.1. Ownership. As between you and the Company, you retain all right, title, and interest in and to your User Content. Nothing in these Terms shall be construed to transfer ownership of your User Content to the Company.

5.2. License Grant to Company. By submitting, posting, uploading, or otherwise making available any User Content on or through the Platform, you hereby grant the Company a non-exclusive, worldwide, royalty-free, sublicensable, transferable, perpetual (or for the duration of any applicable intellectual property rights), and irrevocable license to use, reproduce, modify, adapt, create derivative works from, distribute, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit such User Content, in whole or in part, in any format or medium now known or hereafter developed, solely for the purposes of operating, developing, providing, promoting, and improving the Platform and the Services, and for any other purposes described in these Terms or our Privacy Policy.

5.3. Sublicensing. The license granted in Section 5.2 includes the right to sublicense User Content to other Users of the Platform (for example, to enable your posts to be viewed, shared, and interacted with by other Users) and to third-party service providers who assist in the operation of the Platform, subject to applicable confidentiality obligations.

5.4. License Survival. You acknowledge and agree that, while we will make commercially reasonable efforts to remove your User Content from the Platform following account deletion or content removal requests, certain User Content may persist in backup copies, cached or archived pages, or content that has been shared, reposted, or otherwise distributed by other Users. The license granted in Section 5.2 shall survive the termination or expiration of your account to the extent necessary for such residual uses.

5.5. Representations and Warranties Regarding User Content. You represent and warrant that: (a) you own or have obtained all necessary rights, licenses, consents, and permissions to submit, post, and grant the licenses described in this Section 5 with respect to your User Content; (b) your User Content does not and will not infringe, misappropriate, or violate any third party’s intellectual property rights, rights of privacy, rights of publicity, or any other proprietary or personal rights; and (c) your User Content does not contain any material that is defamatory, obscene, unlawful, threatening, or otherwise objectionable, as determined in our sole discretion.

5.6. No Obligation. We are under no obligation to host, display, distribute, or otherwise use any User Content, and we may remove or refuse to display any User Content at any time, for any reason or no reason, in our sole discretion and without notice.

6. Prohibited Conduct

6.1. Acceptable Use Policy. Your use of the Platform is subject to our Acceptable Use Policy (“AUP”), which is incorporated herein by reference. You agree to comply with the AUP at all times while using the Platform.

6.2. Summary of Key Prohibitions. Without limiting the generality of the AUP, you agree that you will not, and will not permit or encourage any third party to:

(a) Use the Platform for any purpose that is unlawful, fraudulent, deceptive, or harmful;
(b) Post, upload, or transmit any Content that is illegal, infringing, defamatory, harassing, threatening, hateful, violent, sexually exploitative, or otherwise objectionable;
(c) Engage in any form of harassment, bullying, stalking, intimidation, or discrimination against any other User or third party;
(d) Impersonate any person or entity, or falsely state or misrepresent your identity or affiliation;
(e) Collect, harvest, scrape, or mine personal data or Content from the Platform without prior written authorization;
(f) Interfere with, disrupt, or compromise the security, integrity, or performance of the Platform or its underlying infrastructure;
(g) Circumvent, disable, or otherwise interfere with any security, access control, or technical protection measures of the Platform;
(h) Use any automated means, including bots, crawlers, scrapers, or spiders, to access, interact with, or extract data from the Platform, except as expressly authorized by us in writing;
(i) Engage in any activity that constitutes or facilitates money laundering, terrorist financing, sanctions evasion, or any other financial crime;
(j) Use the Platform to send unsolicited commercial communications (spam) or engage in any form of unauthorized advertising or promotion;
(k) Attempt to gain unauthorized access to any other User’s account, any computer systems or networks connected to the Platform, or any restricted portions of the Platform;
(l) Upload or transmit any viruses, malware, trojans, worms, or other malicious or destructive code; or
(m) Violate any applicable law, regulation, or these Terms.

6.3. Enforcement. We reserve the right to investigate and take appropriate action in response to any violation or suspected violation of this Section 6 or the AUP, including without limitation issuing warnings, removing or disabling Content, suspending or terminating accounts, reporting activity to law enforcement, and pursuing any available legal remedies.

7. Intellectual Property

7.1. Platform Intellectual Property. The Platform, including all software, source code, object code, algorithms, databases, designs, text, graphics, photographs, images, illustrations, audio, video, icons, logos, trademarks, service marks, trade dress, trade names, and other content and materials provided by the Company (collectively, “Company IP”), is owned by or licensed to the Company and is protected by copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws. Except as expressly authorized by these Terms, you may not copy, reproduce, modify, adapt, translate, distribute, transmit, display, perform, create derivative works from, sell, license, reverse engineer, decompile, or disassemble any Company IP.

7.2. Trademarks. “Honeycomb,” “Mindhyv,” and all related logos, product names, service names, and slogans are trademarks or service marks of the Company or its licensors. You may not use any Company trademarks without our prior written permission. All other trademarks, service marks, and trade names appearing on the Platform are the property of their respective owners.

7.3. User Content Ownership. Subject to the license granted in Section 5, you retain all ownership rights in your User Content. The Company does not claim ownership of any User Content.

7.4. Intellectual Property Policy. The Company respects the intellectual property rights of others. Our Intellectual Property Policy, including our DMCA/Copyright Policy, is incorporated herein by reference and governs the reporting and resolution of intellectual property infringement claims on the Platform.

7.5. Feedback. If you provide any suggestions, ideas, feedback, comments, or other input regarding the Platform or the Services (“Feedback”), you hereby grant the Company an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid, royalty-free, worldwide right and license to use, reproduce, modify, adapt, publish, distribute, display, and otherwise exploit such Feedback in any manner and for any purpose, without any obligation, compensation, or attribution to you.

8. Subscriptions and Payments

8.1. Subscription Plans. The Platform offers paid Subscription plans that provide access to enhanced features and capabilities, including the Starter plan (currently $9.00 USD per month) and the Pro plan (currently $29.00 USD per month). Subscription plan details, pricing, and features are further described in our Subscription Policy, which is incorporated herein by reference.

8.2. Payment Processing. All payments for Subscriptions and other paid Services are processed through Stripe, Inc. (“Stripe”) or such other third-party payment processors as we may designate from time to time. By purchasing a Subscription or other paid Service, you agree to the applicable payment processor’s terms of service and privacy policy. We are not responsible for any errors, failures, or issues arising from the payment processor’s services.

8.3. Auto-Renewal. All Subscriptions automatically renew at the end of each billing cycle (monthly or annually, as applicable) unless you cancel your Subscription before the start of the next billing cycle. Upon auto-renewal, your designated payment method will be charged the then-current Subscription fee. You acknowledge and agree that we may change Subscription pricing upon at least thirty (30) days’ prior notice, and your continued use of the Subscription after such notice constitutes acceptance of the revised pricing.

8.4. Cancellation. You may cancel your Subscription at any time through your account settings. Cancellation will take effect at the end of the current billing cycle, and you will retain access to Subscription features until that time. Unless otherwise required by applicable law, Subscription fees are non-refundable, and no pro-rated refunds will be issued for partial billing periods.

8.5. Free Trials. We may offer free trial periods for Subscriptions at our discretion. At the conclusion of any free trial, your Subscription will automatically convert to a paid Subscription and your payment method will be charged unless you cancel before the end of the trial period.

8.6. Taxes. All fees are exclusive of applicable taxes (including sales tax, use tax, VAT, GST, and other similar charges), unless otherwise stated. You are responsible for all taxes associated with your use of the Platform, except for taxes based on the Company’s net income.

9. Marketplace Transactions

9.1. Marketplace Facilitator Role. The Platform provides a marketplace that enables Sellers to list and sell goods, services, digital products, courses, and other offerings to Buyers. The Company acts solely as a marketplace facilitator and is not a party to any transaction between Sellers and Buyers. The Company does not manufacture, store, ship, sell, or endorse any products or services listed by Sellers, and the Company makes no representations or warranties regarding the quality, safety, legality, accuracy, or availability of any Seller’s offerings.

9.2. Stripe Connect. Marketplace transactions are facilitated through Stripe Connect. Sellers must maintain a valid Stripe Connect account in good standing. By participating in marketplace transactions, both Sellers and Buyers agree to comply with Stripe’s terms of service and applicable payment policies.

9.3. Seller Responsibilities. Sellers are solely responsible for: (a) the accuracy and completeness of their product and service listings; (b) the quality, safety, and legality of the goods and services they offer; (c) compliance with all applicable laws and regulations, including consumer protection, product safety, tax, and trade laws; (d) fulfillment, shipping, delivery, and customer service related to their transactions; and (e) any warranties or guarantees they provide to Buyers.

9.4. Buyer Responsibilities. Buyers are responsible for reviewing all listing information, including descriptions, pricing, return policies, and shipping terms, before completing a purchase. Buyers acknowledge that the Company is not responsible for resolving disputes between Buyers and Sellers.

9.5. Marketplace Terms. Additional terms governing marketplace transactions, including fees, commissions, dispute resolution procedures, and prohibited items, are set forth in our Marketplace Terms, which are incorporated herein by reference.

9.6. No Agency Relationship. Nothing in these Terms or the operation of the marketplace shall be construed to create any agency, partnership, joint venture, employment, or franchise relationship between the Company and any Seller or Buyer.

10. AI Features

10.1. AI-Powered Features. The Platform offers certain features that are powered by artificial intelligence and machine learning technologies (“AI Features”). AI Features may include, but are not limited to, content generation, image generation, text analysis, recommendations, and automated assistance tools.

10.2. Third-Party AI Providers. AI Features are provided in part through third-party artificial intelligence services, including but not limited to OpenAI’s GPT-4o-mini (for text-based AI features) and DALL-E-3 (for image generation). By using AI Features, you acknowledge and agree that certain data and inputs you provide may be transmitted to and processed by these third-party AI providers in accordance with our Privacy Policy and the applicable third-party provider’s terms and policies.

10.3. AI Output Disclaimer. AI-generated content and outputs are provided on an “as-is” basis and may contain errors, inaccuracies, biases, or content that is incomplete, misleading, or otherwise unsatisfactory. You are solely responsible for reviewing, verifying, and editing any AI-generated content before use, publication, or reliance thereon. The Company makes no representations or warranties regarding the accuracy, completeness, reliability, suitability, or fitness for any particular purpose of any AI-generated content.

10.4. AI Usage Restrictions. Your use of AI Features is subject to our AI Usage Policy, which is incorporated herein by reference. You agree not to use AI Features to generate content that is illegal, infringing, harmful, deceptive, or otherwise in violation of these Terms or the AUP.

10.5. Ownership of AI-Generated Content. As between you and the Company, and subject to any rights of third-party AI providers, you retain ownership of content that you generate using AI Features to the extent such content is eligible for intellectual property protection under applicable law. You acknowledge that AI-generated content may not be eligible for copyright protection in all jurisdictions.

10.6. Changes to AI Features. We reserve the right to modify, suspend, or discontinue any AI Features at any time, with or without notice, including changes to the underlying AI models, providers, capabilities, or availability. We shall not be liable to you or any third party for any such modification, suspension, or discontinuation.

11. E-Signatures

11.1. Consent to Electronic Transactions. By using the Platform’s e-signature features, you affirmatively consent to conduct transactions electronically, including the execution of agreements, contracts, disclosures, notices, and other documents by electronic means. You agree that your electronic signature shall have the same legal force and effect as a handwritten signature.

11.2. E-Signature Disclosure. Your use of the Platform’s e-signature features is subject to our E-Signature Disclosure, which is incorporated herein by reference. You acknowledge that you have received and reviewed the E-Signature Disclosure and consent to the use of electronic records and electronic signatures as described therein.

11.3. Records Retention. You are solely responsible for maintaining your own copies of any documents executed using the Platform’s e-signature features. While we may retain copies of electronically signed documents for a reasonable period, we do not guarantee the indefinite availability of such records and recommend that you download and store copies for your own records.

11.4. Withdrawal of Consent. You may withdraw your consent to electronic transactions at any time by contacting us at [CONTACT EMAIL]. Withdrawal of consent may limit your ability to use certain features of the Platform that require electronic signatures.

12. Termination

12.1. Termination by User. You may terminate your account and these Terms at any time by deleting your account through the Platform’s account settings or by contacting us at [CONTACT EMAIL]. Account deletion is subject to the provisions of this Section 12 and our Privacy Policy regarding data retention.

12.2. Termination by Company. We reserve the right to suspend, restrict, or terminate your account and access to the Platform, in whole or in part, at any time, with or without cause, and with or without notice, including but not limited to situations where: (a) you breach these Terms, the AUP, or any other applicable Agreements; (b) we are required to do so by law, regulation, or court order; (c) your conduct creates risk or legal exposure for the Company, other Users, or third parties; (d) your account has been inactive for an extended period; or (e) we discontinue or materially modify the Platform or any portion thereof.

12.3. Effect of Termination. Upon termination:

(a) Your right to access and use the Platform shall immediately cease;
(b) Any outstanding fees or charges owed to the Company shall become immediately due and payable;
(c) We may, but are not obligated to, delete your account information and User Content, subject to our Privacy Policy and applicable data retention obligations;
(d) Provisions of these Terms that by their nature are intended to survive termination shall survive, including but not limited to Sections 5 (User Content License), 7 (Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17 (Dispute Resolution), and 18 (Governing Law);
(e) If you are a Seller, you remain responsible for fulfilling any outstanding orders and obligations to Buyers that arose prior to termination; and
(f) If you are a Subscriber, cancellation and refund policies set forth in Section 8 and the Subscription Policy shall apply.

12.4. Data Export. Prior to terminating your account, you are responsible for exporting any data or Content that you wish to retain. Following account termination, we may not be able to provide access to your account data or User Content.

13. Third-Party Services and Links

13.1. Third-Party Services. The Platform may integrate with, link to, or otherwise enable access to third-party websites, applications, services, content, or resources (“Third-Party Services”), including but not limited to payment processors (Stripe), AI providers (OpenAI), and application extensions. Your use of any Third-Party Services is subject to the applicable third party’s terms of service and privacy policy.

13.2. No Endorsement. The inclusion of or reference to any Third-Party Services on the Platform does not constitute an endorsement, recommendation, or approval by the Company. We are not responsible for and make no representations or warranties regarding any Third-Party Services, including their availability, accuracy, content, security, practices, or policies.

13.3. Application Extensions. The Platform offers installable application extensions that may be developed by the Company or by third parties. Your use of application extensions is at your own risk, and you are responsible for reviewing the applicable terms and privacy policies associated with any application extension.

14. Disclaimers

14.1. “AS IS” and “AS AVAILABLE.” THE PLATFORM AND ALL SERVICES, CONTENT, FEATURES, AND FUNCTIONALITIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

14.2. No Warranty on User Content. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY USER CONTENT OR ANY CONTENT PROVIDED BY SELLERS, ADVERTISERS, OR OTHER THIRD PARTIES. THE COMPANY IS NOT RESPONSIBLE FOR ANY ERRORS, OMISSIONS, INACCURACIES, OR MISREPRESENTATIONS IN USER CONTENT.

14.3. No Availability Guarantee. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THAT ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED OR THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

14.4. Marketplace Disclaimer. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE QUALITY, SAFETY, LEGALITY, OR AVAILABILITY OF ANY GOODS OR SERVICES OFFERED BY SELLERS THROUGH THE MARKETPLACE. ANY TRANSACTIONS BETWEEN BUYERS AND SELLERS ARE SOLELY BETWEEN THOSE PARTIES, AND THE COMPANY IS NOT LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM SUCH TRANSACTIONS.

14.5. AI Disclaimer. THE COMPANY MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR SUITABILITY OF ANY AI-GENERATED CONTENT. AI FEATURES MAY PRODUCE ERRORS, HALLUCINATIONS, OR BIASED OUTPUTS. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF AND RELIANCE ON AI-GENERATED CONTENT.

14.6. Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE NOT PERMITTED UNDER APPLICABLE LAW, THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

15. Limitation of Liability

15.1. Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2. Aggregate Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

15.3. Essential Purpose. THE LIMITATIONS SET FORTH IN THIS SECTION 15 SHALL APPLY EVEN IF ANY LIMITED REMEDY SET FORTH IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE FEES AND CHARGES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

15.4. Exceptions. Nothing in this Section 15 shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be lawfully limited or excluded under applicable law.

16. Indemnification

16.1. Indemnification Obligation. You agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:

(a) Your access to or use of the Platform or the Services;
(b) Your User Content, including any claims that your User Content infringes, misappropriates, or violates any third party’s intellectual property, privacy, publicity, or other proprietary rights;
(c) Your violation of these Terms, the AUP, or any other applicable Agreements;
(d) Your violation of any applicable law, regulation, or third-party right;
(e) Any dispute or interaction between you and any other User, Seller, or Buyer;
(f) Your participation in the marketplace as a Seller, including claims related to product liability, consumer protection, or unfulfilled transactions; and
(g) Your negligence, willful misconduct, or fraud.

16.2. Procedure. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Company in asserting any available defenses. You may not settle any claim that would impose any obligation, liability, or admission on any Company Party without the Company’s prior written consent.

17. Dispute Resolution

17.1. Informal Resolution. Before initiating any formal dispute resolution proceeding, you and the Company agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services (“Dispute”) informally. The party initiating the Dispute shall send a written notice to the other party describing the nature of the Dispute and the relief sought (a “Notice of Dispute”). For notices sent by you, the Notice of Dispute must be sent to [CONTACT EMAIL] and [MAILING ADDRESS]. For notices sent by the Company, we will send the notice to the email address associated with your account. The parties shall attempt in good faith to resolve the Dispute through informal negotiation for a period of at least thirty (30) days from the date the Notice of Dispute is received. If the Dispute is not resolved within this thirty (30) day period, either party may initiate formal proceedings as set forth below.

17.2. Binding Arbitration. If the Dispute is not resolved through informal negotiation, you and the Company agree that it shall be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its then-current Consumer Arbitration Rules (or Commercial Arbitration Rules if the Consumer Arbitration Rules are not applicable), as modified by this Section 17. The AAA rules are available at www.adr.org. The arbitration shall be conducted by a single, neutral arbitrator selected in accordance with the AAA rules.

17.3. Arbitration Procedures. The arbitration shall be conducted in [STATE/JURISDICTION], unless otherwise agreed by the parties or required by the AAA rules. The arbitrator shall apply [STATE/JURISDICTION] substantive law consistent with the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitrator shall have exclusive authority to resolve all Disputes, including the arbitrability of the Dispute. The arbitrator’s decision shall be final and binding, and judgment on the arbitration award may be entered in any court of competent jurisdiction.

17.4. Costs and Fees. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. If your claim does not exceed $10,000 USD, the Company will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator finds that your claim is frivolous or brought for an improper purpose. Each party shall bear its own attorneys’ fees and costs, unless the arbitrator determines that an award of such fees is warranted under applicable law.

17.5. Class Action Waiver. YOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR MULTI-PARTY ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, REPRESENTATIVE, OR MULTI-PARTY PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION (EXCEPT FOR THE INFORMAL RESOLUTION AND SMALL CLAIMS PROVISIONS) SHALL BE NULL AND VOID.

17.6. Small Claims Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within the jurisdictional limits of such court. If a Dispute is filed in small claims court and subsequently removed or transferred to a court of general jurisdiction, the other party may elect to compel arbitration.

17.7. Opt-Out. You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to [CONTACT EMAIL] within thirty (30) days after you first agree to these Terms. Your notice must include your name, account username, email address associated with your account, and a clear statement that you wish to opt out of the arbitration and class action waiver provisions. If you opt out, neither party will be required to arbitrate Disputes, and Disputes will be resolved in accordance with Section 18 (Governing Law and Jurisdiction).

17.8. Injunctive Relief. Notwithstanding the foregoing, nothing in this Section 17 shall prevent either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the conclusion of arbitration.

18. Governing Law and Jurisdiction

18.1. Governing Law. These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of [STATE/JURISDICTION], United States of America, without regard to its conflict of laws principles.

18.2. Jurisdiction and Venue. For any Dispute not subject to arbitration under Section 17, you and the Company irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in [STATE/JURISDICTION] for the resolution of such Disputes. You waive any objection to the exercise of jurisdiction over you by such courts and any objection to the venue of such courts.

18.3. International Users. If you access the Platform from outside the United States, you do so at your own initiative and are solely responsible for compliance with applicable local laws. Nothing in these Terms shall deprive consumers in the European Union, United Kingdom, or other jurisdictions of any mandatory consumer protection rights granted under the applicable laws of their country of residence.

19. Modifications to Terms

19.1. Right to Modify. We reserve the right to modify, amend, or update these Terms at any time, in our sole discretion. When we make changes, we will update the “Effective Date” at the top of these Terms.

19.2. Notice of Material Changes. For material changes to these Terms, we will provide at least thirty (30) days’ prior notice by: (a) posting the updated Terms on the Platform with a prominent notice of the changes; (b) sending a notification to the email address associated with your account; or (c) other reasonable means. Non-material changes (such as correcting typographical errors or reformatting) may be made without advance notice.

19.3. Acceptance of Changes. Your continued access to or use of the Platform after the effective date of any changes to these Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform and may terminate your account in accordance with Section 12.

20. Severability and Entire Agreement

20.1. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. To the extent permitted by applicable law, the parties agree that any invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties.

20.2. Entire Agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, Subscription Policy, Marketplace Terms, AI Usage Policy, E-Signature Disclosure, Intellectual Property Policy, and all other policies and supplemental terms incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

20.3. Waiver. The failure of the Company to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the Company.

20.4. Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the Company’s prior written consent. The Company may assign or transfer these Terms, in whole or in part, without restriction and without notice or your consent. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

20.5. Force Majeure. The Company shall not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond the Company’s reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, power outages, telecommunications failures, or internet service disruptions.

20.6. Headings. The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

20.7. No Third-Party Beneficiaries. These Terms are intended solely for the benefit of you and the Company. Nothing in these Terms shall be construed to confer any rights or benefits on any third party, except as otherwise expressly provided herein.

21. Contact Information

If you have any questions, concerns, or complaints regarding these Terms or the Platform, please contact us:

Mindhyv

Email: [CONTACT EMAIL]
Mailing Address: [MAILING ADDRESS]

For legal notices, including Notices of Dispute under Section 17, please send correspondence to the mailing address above, Attn: Legal Department, or via email to [CONTACT EMAIL].

These Terms of Service were last updated on [EFFECTIVE DATE].