Terms of Service

These Terms of Service, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 8 (the "ToS"), are terms you must accept in order to use MindStaq. This document describes both your rights and your obligations as part of using MindStaq. It is important that you read it carefully because you are legally bound to these terms by using MindStaq. MindStaq is a product of Citta LLC and any reference in these ToS to "Citta," "we," "us" or "our" refers to Citta LLC.

Each time you use MindStaq, you:

• Agree to be bound by these ToS (including the Privacy Policy, which is incorporated here by reference). If you do not agree to these ToS, you may not use MindStaq. If you are using MindStaq on behalf of an organization (such as your employer), you are agreeing to these ToS for that organization, and are indicating that you have the authority to bind that organization to these ToS. In that case, "you" and "your" will refer to that organization. If you do not have such authority, or if that organization does not agree to these ToS, you may not use MindStaq.
• Affirm that you are using MindStaq from the United States and agree that no other country's laws shall apply to your use or our provision of MindStaq.
• Affirm that you will not use MindStaq for any governmental agency.
• Affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live) and that you are fully able and competent to enter into and comply with these ToS. Otherwise, if you are under 18 years of age, but over 13 years of age, you may use MindStaq only if you have legal parental or guardian consent to accept these ToS and are fully able to abide by them. MindStaq is not directed to children under 13 and may not be used by someone who is under 13 years of age.
• Agree not to store any personal data or information from someone who is under 13 years of age.
• Agree that you will not use MindStaq to store any data that is potentially subject to the protections of the Health Insurance Portability and Accountability Act (e.g., medical records) or the Financial Services Modernization Act (e.g., financial data).

As our business evolves, we may change these ToS. If we make a material change to the ToS, we will provide you with reasonable notice prior to the changes by emailing the email address associated with your account and/or by posting a conspicuous notice on the MindStaq home page. You can review the most current version of the ToS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use MindStaq after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this ToS is not acceptable to you, your only remedy is to cancel your account and stop using MindStaq. To cancel your account, please send the account termination request to termination@cittacorp.com.

We reserve the right to modify or discontinue MindStaq or any feature or functionality thereof at any time without notice to you.

You may access and use MindStaq only for lawful, authorized purposes and you shall not misuse MindStaq in any manner (as determined by us in our sole discretion). See Section 4 for specific provisions outlining prohibited uses of MindStaq. You shall comply with any codes of conduct, policies, storage limitations, or other notices we provide you or publish in connection with MindStaq from time to time, but if any of those policies materially change the ToS, we will provide you with reasonable notice as described in Section 1 above. You shall promptly notify us if you learn of a security breach related to MindStaq.

Any software that may be made available by us or on our behalf, including any mobile application, ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of these ToS, we only grant you a personal, revocable, non-transferrable, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with using MindStaq. Any rights not expressly granted herein are reserved.

We reserve the right to use your name as a reference for marketing or promotional purposes or in communication with existing or potential MindStaq customers. For example, we might list your company on one of our webpages in a list of MindStaq customers. We don't want to list customers who don't want to be listed, so you may send an email to feedback@cittacorp.com stating that you do not wish to be used as a reference.

The data and information you create and upload to MindStaq is yours. However, in order for us to provide you with MindStaq, we require that you grant us certain rights with respect to your data. For example, we need to be able to transmit, store and copy your data in order to display it to you and users you choose to share it with; to parse, divide, mark up and allocate your data using our proprietary storage technologies to enable many of the amazing data manipulation tools MindStaq offers; to index it so you are able to search it; and so on. Your acceptance of these ToS gives us the permission to do so and grants us any such rights necessary to provide MindStaq to you, only for the purpose of providing MindStaq (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services, Cloudinary, etc.) in the operation and administration of MindStaq and the rights granted to us are extended to these third parties to the degree necessary in order for MindStaq to be provided.

You also grant us permission to generate, store and use usage data that describes how, when and where you use MindStaq. We may choose to share your usage data for marketing and advertising.

Limited by the selections you make in your account settings, you agree to let us index and share some of your account information with other MindStaq users in order to allow them to be able to search for you. This information may include, for example, your legal name, MindStaq username, affiliated business, etc.

If you send us any feedback or suggestions regarding MindStaq, you grant us an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.

We will make commercially reasonable efforts to ensure that all facilities used to store and process your data meet a high standard for security. For more information on our current practices and policies regarding data privacy, security and confidentiality, please see our Privacy Policy.

You are solely responsible for your conduct (including by and between all users), the content of your data, and all communications with others while using MindStaq. We are not responsible for the accuracy, appropriateness, or legality of your data or any other information you may be able to access using MindStaq.

You represent and warrant to us that you own all your data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and grant us the rights and licenses described herein) using MindStaq without obtaining any further releases or consents.

You agree not to:

• Upload, post, transmit, or otherwise make available any data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Upload, post, transmit, or otherwise make available any data that you do not have a right to make available under any law or under contractual or fiduciary relationships.
• Upload, post, transmit or otherwise make available any data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Use MindStaq to "stalk," harass, or otherwise violate the privacy of another.
• Use MindStaq to harm minors in any way.
• Sublicense, resell, rent, lease, transfer, loan or assign MindStaq or its use to any third party.
• Use MindStaq to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
• Use MindStaq to upload, post, transmit, or otherwise make available any software viruses or any other computer code designed to interrupt, destroy or limit the functionality of any computer software or hardware.
• Modify, adapt, or hack MindStaq, including by using any non-public MindStaq APIs, or otherwise attempt to gain unauthorized access to MindStaq or its related systems or networks.
• Probe, scan, or test the vulnerability of any MindStaq system or network or breach any security or authentication measures.
• Decipher, decompile, disassemble or reverse engineer any of the software used to provide MindStaq.
• Access or search MindStaq through any engine, software, tool, agent, device or mechanism other than our publicly supported interfaces.
• Intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of MindStaq.
• Collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.

You acknowledge that Citta and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of your data that you add to MindStaq.

These ToS will continue in full effect unless and until your account or these ToS are terminated as described herein. To cancel your account, please send the account termination request to termination@cittacorp.com. We reserve the right to deactivate and delete your account and terminate these ToS at any time for any reason, or no reason, with or without notice.

MindStaq may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but we will use reasonable efforts to provide advance notice of any material scheduled service disruption.

MINDSTAQ AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT MINDSTAQ WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF MINDSTAQ.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) ANY AMOUNT IN EXCESS OF THE FEES PAID BY YOU FOR THE SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.

If a dispute arises, we will resolve it using binding arbitration through JAMS, not in court, except as provided under the Exceptions below. To start an arbitration, write a Demand for Arbitration describing the claim and the amount of damages sought. Send three copies plus the appropriate filing fee to: JAMS, 500 North State College Blvd., Suite 600, Orange, CA 92868 (1-800-352-5267), and one copy to us at the address noted in these ToS.

Exceptions. Disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets, and claims of piracy or unauthorized use of MindStaq may be decided only by a court of competent jurisdiction. You may also assert an individual action in small claims court in lieu of arbitration.

Right to Opt Out. If you are a registered MindStaq user, you have the right to opt-out and not be bound by the binding arbitration requirement; however to do so you must cancel your account and stop using MindStaq. To cancel your account, please send the account termination request to termination@cittacorp.com.

Regardless of any statute or law to the contrary, an informal complaint pertaining to any claim or cause of action arising out of or related to use of MindStaq must be noticed to MindStaq within one (1) year after such claim or cause of action arose or be forever barred.

We respect the intellectual property of others, and we require MindStaq users to do the same. We follow the safe harbor provisions of 17 USC. § 512 (DMCA). If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the authorized person; a description of the copyrighted work; a description of where the infringing material is located; your address, telephone number, and email address; a statement of good faith belief; and a statement made under penalty of perjury that the information is accurate.

Our Copyright Agent can be reached by mail: Copyright Agent c/o Citta LLC, 421 Seventh Avenue, Suite 810, New York, NY 10001, or by email: legal@cittacorp.com.

You shall defend, indemnify, and hold harmless Citta from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these ToS, any of your data, or your use or misuse of MindStaq.

If any provision of these ToS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these ToS will otherwise remain in full force and effect and enforceable.

These ToS, together with the Privacy Policy, are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these ToS or the Privacy Policy.

You may not assign these ToS without our prior written consent, except that if you are a company or other legal entity, you may assign these ToS in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to us. We may assign or transfer these ToS, in whole or in part, without restriction.

These ToS and the relationship between the parties shall be governed by the laws of the State of New York without regard to its conflict of law provisions.

You acknowledge that MindStaq is protected by patent, copyright, trademark, and other laws of the United States and foreign countries. All rights, title and interest in and to MindStaq and its components (including all intellectual property rights) will remain with and belong exclusively to Citta.

Citta grants you a limited, non-exclusive, non-transferable, revocable license to view, use, and display MindStaq solely for your own personal use in the manner permitted by these ToS.