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Terms of Use

Updated: Jun 3rd, 2022

Welcome to Mentalyc Inc. Mentalyc enables you to have your notes written automatically, through our application [and website]. Prior to use, we require that you read and accept all of the terms and conditions in, the Business Associate Agreement and linked to, these Terms of Use (hereafter, the “Terms of Use”)

Your Acceptance of Mentalyc Inc.’s Terms of Use

These Terms of Use will govern your use of the Mentalyc Inc. web application (the “Application”, “App”, or “Licensed Application”), the mentalyc.com website (the “Website), and all other services provided by Mentalyc Inc. (Collectively the “Services”).

These Terms of Use set forth the terms and conditions of use of the Services. These Terms of Use may be modified by Mentalyc Inc. in its sole discretion from time to time and such modifications shall automatically become part of the Terms of Use and shall be effective once posted by Mentalyc Inc. on the mentalyc.com website. Your use of the Services will be subject to any such modifications. You should review the Website and these Terms of Use from time to time for any modifications.

YOU UNDERSTAND THAT BY USING THE WEBSITE, THE APPLICATION, AND/OR THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE WEBSITE, APPLICATIONS, OR SERVICES.

Your Use of the Website

You may not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any Mentalyc Inc. server, or to any of the services offered on or through the Website, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Website or any network connected to the Site, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Website, or any other customer of Mentalyc Inc., including any Mentalyc Inc. account not owned by you, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or Mentalyc Inc.’s systems or networks, or any systems or networks connected to the Website or the App.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send on or through the Website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Website for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Mentalyc Inc. or any third parties.

Changes to the Website

Mentalyc Inc. reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Website, or any portion of the Website, for any reason; (2) to modify or change the Website, or any portion of the Website, and any applicable policies or terms; and (3) to interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Content

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Website is owned, controlled or licensed by or to Mentalyc Inc., and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Mentalyc Inc.’s express prior written consent.

User-Generated Content

When you upload content to Mentalyc, including notes and other materials, you retain all ownership rights to that content. This means it remains your data. By uploading content, you grant Mentalyc a non-exclusive, royalty-free license to use your content solely for providing and improving the Services. This includes anonymizing your content to develop and enhance AI models and technologies used within Mentalyc.

It's important to note that Mentalyc owns all rights to the anonymized data derived from user content, as well as any models or technologies built from this anonymized data. This allows us to continuously improve the features and functionalities offered through Mentalyc.

We ask that you refrain from uploading content that infringes on the intellectual property rights of others. By using Mentalyc, you agree to these terms and conditions.

Copyright Complaints

Mentalyc Inc. does not permit copyright infringing activities and infringement of any other intellectual property rights on the App [and Site], and will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Mentalyc Inc. reserves the right to remove Content without prior notice.

If you are a copyright owner or an agent thereof and believe in good faith that any materials on the App [or Site] infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act by sending the following information in writing to Mentalyc Inc.

• Your name and electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

• A description of the copyrighted work that you claim has been infringed. If this notice covers multiple copyrighted works, you may provide a representative list of the copyrighted works that you claim have been infringed;

• A description of the material that you claim is infringing (or to be the subject of infringing activity) and information reasonably sufficient to permit us to locate the material;

• Information sufficient to contact you, including your mailing address, telephone number, and, if available, email address;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

• A statement that the information provided in the notice is accurate, and under penalty of perjury, that you are the owner, or agent thereof, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and

• Your full legal name and your electronic or physical signature.

If you believe that your content that has been removed from the App [or Site] does not infringe or that you have the authorization from the copyright owner, you may send a counter-notice to Mentalyc Inc. To do so, send the following information to our copyright agent using the contact information set forth above.

• A description of the material that has been removed and the location at which the content appeared before it was removed;

• A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content;

• Information sufficient to contact you, including your mailing address, telephone number, and, if available, email address;

• A statement that you will consent to the jurisdiction of the federal court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Mentalyc Inc. may be found;

• A statement that you will accept service of process from the person who provided the notification of the alleged infringement; and

• Your full legal name and your electronic or physical signature.

If a counter-notice is received by Mentalyc Inc.’s copyright agent, Mentalyc Inc. may send a copy of the counter-notice to the original complaining party informing such person that Mentalyc Inc. may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may, at Mentalyc Inc.’s discretion, be reinstated on the Site in 10 to 14 business days or more after receipt of the counter-notice.

Application Licensed Solely for Personal Use

You understand and agree that the Mentalyc Inc. application and website content is licensed to you solely for your personal, non-commercial use. Usage of the application or website content for corporate or commercial purposes without an explicit commercial license from Mentalyc Inc. is prohibited and constitutes both copyright and patent infringement.

Refund Policy

Trial and Subscription: Mentalyc Inc. offers a comprehensive free trial, allowing full access to our Services' functionalities. We encourage users to utilize this trial to assess the Services' value. Following the trial, any subscription purchases are final and non-refundable, as the subscription provides instant access to our content and features, which are non-returnable.

Support and Feedback: Your satisfaction is important to us. If you have any issues or feedback regarding your subscription, please visit our Support Page for assistance. We are committed to providing solutions and improving your experience.

Policy Updates: This refund policy may be updated at Mentalyc Inc.'s discretion. Changes will take effect immediately upon posting in the Terms of Use, and your continued use of the Services signifies your agreement to the updated policy.

Payment Processing

Payments are managed on the Website through the use of a third-party payment-processing provider. In accordance with the “DISCLAIMERS” subsection within these Terms of Use, Mentalyc Inc. disclaims itself from any and all liability that may ensue from your use of the payment processing services.

Disclaimers

Mentalyc Inc. DOES NOT PROMISE THAT THE WEBSITE OR ANY CONTENT, APPLICATION, SERVICE OR FEATURE ACCESSED THROUGH THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE APPLICATION, THE SERVICES, THE WEBSITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. Mentalyc Inc. CANNOT ENSURE THAT THE APPLICATION, ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE WEBSITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. Mentalyc Inc. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Mentalyc Inc. DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE, THE APPLICATION, AND/OR ANY Mentalyc Inc. SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE APPLICATION, THE SERVICES, AND THE WEBSITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST Mentalyc Inc. FOR DISSATISFACTION WITH THE APPLICATION, THE SERVICES, THE WEBSITE OR ANY CONTENT IS TO STOP USING THE APPLICATION, SERVICES, WEBSITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

Indemnity

You will indemnify and hold our officers, directors, employees, and agents harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms of Use, your improper use of Mentalyc Inc.’s Website, applications, or services, and/or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms of Use.

Choice of Law These Terms of Use and our provision of Services to you shall be governed by the laws—state, federal, or otherwise—applicable in the State of California, without giving effect to conflicts of law principles.

Forum of Dispute Any dispute arising from or relating to these Terms of Use, the Website, the Application, or our provision of Services to you must be initiated and resolved in a court of competent jurisdiction in the State of California. If you fail to bring a dispute in compliance with these "Forum of Dispute" provisions, we may make a motion to dismiss your claim, which you must consent to, and you will be responsible for all of our reasonable attorneys' fees, costs, and disbursements involved in making such a motion.

Additionally, the successful party in any dispute will be entitled to receive from the unsuccessful party all of its reasonable attorneys' fees, cost, and disbursements.

Severability In the event that a provision of these Terms of Use is found to be unlawful, conflicting with another provision of the Terms, or otherwise unenforceable, the Terms of Use will remain in force as though they had not originally included the unenforceable provision.

If two or more Terms of Use provisions are deemed to conflict with each other's operation, Mentalyc Inc. shall have the sole right to elect which provision remains in force.

Contacting Mentalyc Inc.

If you have any questions about these Terms of Use, or about Mentalyc Inc.’s Website, Application, or Services, please contact us at: [email protected]