Welcome to Mindspace. Mindspace’s mobile application and the Mindspace websites are Software-as-a-Service offerings (together, the “Service”) that provide the Mindspace community members and the greater tech and business ecosystem with online platforms for coordination and reservation of Mindspace facilities and services worldwide as well as discovery of and communication with other Mindspace community members worldwide, exchange of ideas, exploration of potential cooperation opportunities, and social and professional networking.
You are kindly requested to read the following terms carefully before installing and/or using the app and/or browsing the website.
By using the Service, clicking the “Agree”, “Accept” or “OK” button, or installing and/or using the Mindspace software application (the “Software”) you expressly acknowledge and agree that you are entering into a legal agreement with Mindspace Ltd., on behalf of itself and its affiliates (“Mindspace”, “we”, “us” or “our”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this Mindspace End User Terms of Service (“Agreement”). If you do not agree to be bound by this Agreement please do not register for the Service, and do not download, install or use the Software.
- Ability to Accept. You represent and warrant that you are of legal age and otherwise competent to enter into this Agreement in your jurisdiction and, if you are entering into this Agreement on behalf of an entity, that you are authorized to enter into this Agreement on behalf of such entity.
- License. Subject to the terms and conditions of this Agreement, we hereby grant you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to: (i) use the Service; (ii) download, install and use the Software on a mobile phone, tablet, computer or device (each, a “Device”) that you own or control; and (iii) access and use the Service and the Software on that Device, in each case solely in accordance with this Agreement and any applicable Usage Rules (as defined below).
- License Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Software; (ii) disassemble, reverse engineer, decompile, decrypt or attempt to derive the source code of, the Software; (iii) copy, modify, improve or create derivative works of the Software or any part thereof; (iv) circumvent, disable or otherwise interfere with security-related features of the Service or Software or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Software; (v) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Service; (vi) use any communications systems provided by the Service to send unauthorized and/or unsolicited commercial communications; (vii) use the Mindspace name, logo or trademarks without our prior written consent; and/or (viii) use the Service or Software to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible or inappropriate purpose, or in any manner that breaches this Agreement.
- Account. In order to use some of the Service features you may have to create or use an account (an “Account”). If you create an Account, you must provide accurate and complete information for yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account secure. You must notify us immediately of any unauthorized use of your Account.
- Usages Rules. If you are downloading the Software from a third party mobile device platform or service provider (“Distributor”), please be aware that the Distributor may have established usage rules which also govern your use of the Software and Service (“Usage Rules”). We specifically refer to the Usage Rules of certain Distributors below in the section below entitled ‘Distributor Requirements and Usage Rules’, but other Usage Rules may be applicable depending on where the Software has been downloaded from. You acknowledge that, prior to downloading the Software from a Distributor or using the Service, you have had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that are applicable to your use of the Software and Service are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the Software; if you are unable to make such a representation you are prohibited from installing and/or using the Software.
- Use of the Software in a Vehicle. If you are using the Software or Service in a vehicle, you agree: (i) to comply with all applicable traffic laws; and (ii) if you are the driver, not to use the Software or Service unless your vehicle is stationary and legally parked
- Third Party Sources and Content
- The Service enables you to view, access, link to, and use content from Third Party Sources (as defined below) that are not owned or controlled by us (“Third Party Content”). The Service may also enable you to communicate and interact with Third Party Sources. “Third Party Source(s)” means: (i) third party websites and services; and (ii) our partners, service providers and other community members.
- We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety or Intellectual Property Rights (as defined below) of, or relating to, any Third Party Content.
- We do not endorse any advertising, promotions, campaigns, products, services or other materials that are included in any Third Party Content or that is communicated to you from a Third Party Source.
- By using the Service you may be exposed to Third Party Content that is inaccurate, offensive, indecent or objectionable. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.
- You are solely responsible and liable for your interaction with a Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.
- Messages. The Service may permit you to send messages, including text, images, videos or other media on the Service or via various messaging platforms to a Third Party Source or to other Service users (“Messages”). You are solely responsible for your Messages and the consequences of sending them, and you agree to hold us harmless from any and all liability arising from your Messages. You grant us a worldwide license to use, store, and reproduce your Messages (and we may also use the tools, software or services of third party service providers to facilitate the sending or posting of Messages). You represent and warrant that you own or have the necessary rights and permissions to use all of the Intellectual Property Rights in and to your Messages, and to grant the foregoing license to us. You retain all of your ownership rights in your Messages. You acknowledge and agree that the provisions of the Section on User Submissions below shall also apply to Messages that you send via the Service.
- User Submissions
- The Service may permit the hosting, sharing, posting and publishing of content by you and other users (“User Submissions”). Your User Submissions may be posted to the Service, or otherwise be made publicly available. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting or publishing them. We have complete discretion whether to publish your User Submissions and we reserve the right without further notice to you (but assume no obligation), to monitor, censor, edit, remove, delete and/or remove any and all User Submissions at any time and for any reason.
- Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights in and to your User Submissions, and to enable inclusion and use thereof as contemplated by this Agreement. You retain all of your ownership rights in your User Submissions.
- Exposure. You understand and acknowledge that when accessing and using the Service: you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety or Intellectual Property Rights of, or relating to, such User Submissions.
- Disclosure. We reserve the right to access, read, preserve and disclose any User Submission or any other information that we obtain in connection with the Service as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce this Agreement, including investigation of potential violations of it; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your user support requests; or (v) protect the rights, property or safety of Mindspace, our members, users, or the public.
- Our Zero-Tolerance Policy for Objectionable Content and Abusive Users.
- We maintain zero tolerance for objectionable content and abusive users. You agree that you will not send, display, post, submit, publish or transmit objectionable content.
- Users can flag content they deem objectionable for review. Flagged content is reviewed by Mindspace moderators to ensure timely removal of objectionable content and blocking or ejecting an abusive user who provided the objectionable content. Objectionable content will be removed and user accounts which have been confirmed responsible for posting objectionable content will be blocked or ejected from access to the Service.
- “Objectionable content” includes but is not limited to content in a User Submission or Message that: (i) is unfair or deceptive according to statutory law; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to any person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by any law enforcement or other competent authority; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libellous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personal information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this Agreement.
- Copyright Policy
- Removal of Content. It is the policy of Mindspace to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement. Mindspace has designated a Copyright agent (as specified below) to receive notifications of claimed copyright infringement in connection with: the Software, the Service and other mobile applications that we license. We enforce a policy that provides for the termination in appropriate circumstances of Service users who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Mindspace Copyright agent with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
- A description of the copyrighted work you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it. Providing URLs and/or screenshots in the body of an email is the best way to help us locate content quickly;
- Your address, telephone number and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- Counter-Notification. If you believe that the material you posted was removed from the Service by mistake, and that you have the right to post the material, you may elect to send us a counter-notification. To be effective the counter-notification must be a communication in at least text form provided to our Copyright agent that includes substantially the following:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing URLs and/or screenshots in the body of an email is the best way to help us locate content quickly;
- A statement that you believe that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- Your name, address and telephone number.
Copyright Agent. Mindspace’s agent for notice of claims of copyright infringement can be reached as follows:
Name: Mindspace Ltd.
Address: c/o Yotam Alroy, 54 Ahad Ha’am St. Israel.
- Intellectual Property Rights
- Ownership. The Software and Service is licensed and not sold to you under this Agreement and you acknowledge that Mindspace and its licensors retain all title, ownership rights and Intellectual Property Rights in and to the Software and Service (and its related software). We reserve all rights not expressly granted herein to the Software and Service. “Intellectual Property Rights” means any and all rights, titles and interests in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
- Content. The: (i) content on the Service which has been provided by Mindspace, including without limitation, text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the “Materials”); and (ii) Mindspace’s trademarks, service marks and logos contained therein (“Marks”, and together with the Materials, the “Mindspace Content”); is the property of Mindspace and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Mindspace” and the Mindspace logo or trademarks are Marks of Mindspace and its affiliates. All other trademarks, service marks or logos used on the Software or Service are the trademarks, service marks or logos of their respective owners.
- Use of Content. The Mindspace Content is provided to you “as is” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, decompiled or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Mindspace Content you must retain all copyright and other proprietary notices contained therein.
- Changes to Mindspace Content. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Mindspace Content is accurate, complete, reliable, current or error-free. We reserve the right to make changes in or to the Mindspace Content, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the Mindspace Content.
- The License granted hereunder is currently for free, however, we may in the future charge a fee for certain features and/or uses of the Service. You will not be charged for any such uses of the Service unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Service. Kindly note, however, that the use of Mindspace facilities, memberships, or services reserved or ordered via the Service are subject to charge and payment of fees in accordance with Mindspace tariffs for the applicable facilities, memberships or services as in effect at the time of the reservation.
- Please be aware that your use of the Service may require and utilize internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible for those charges.
- Payment information and payment methods for Mindspace facilities and services are specified and presented through the Service. If you wish to reserve the use of Mindspace facilities or services through the Service (each such purchase, a “Transaction”), you will be asked to supply certain information applicable to your Transaction, including, without limitation, credit card information, bank account or other payment means. You agree that all information that you provide in connection with the Transaction will be accurate, current and complete and consent to disclosure, transmission and use of such information as necessary to process the Transaction. You agree to pay all charges incurred by you at the prices then in effect. You will also be responsible for paying any applicable taxes relating to your Transactions. You agree that you will only use payment means belonging to you or which you are expressly authorize to use, for the purpose of conducting Transactions. You hereby grant Mindspace the right to provide any information you submit to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
- Cancellation; Refund Policy. Before reserving services or facilities, we ask you to carefully review our cancellation policy (if applicable), on our Mindspace website, as in effect from time to time. The prices, availability, cancellation and refund policies are determined by Mindspace with respect to the applicable location of the facility and may differ from facility to facility. Your right to cancel a Transaction and to receive any refund is subject to Mindspace’s cancellation policy.
- Cancellation and Postponement. Occasionally, Mindspace services may be cancelled or suspended. Mindspace will not be liable for travel or any other expenses that you or anyone else incurs in connection with a cancelled or suspended service.
- Warranty Disclaimer. The Software and Service are provided on an “as is” and “as available” basis. We assume no warranty that the Software and Service can be used free of faults or errors. Any warranty by us for free Software elements and Services shall be excluded, subject to the following provisions on Limitation of Liability.
- Limitation of Liability
- We shall be liable for imputable breaches of duty due to intention and gross negligence in pursuance of statutory regulations.
- We shall be liable for breaches of duty due to ordinary negligence only if material contractual duties are infringed. “Material contractual duties” shall mean those duties the fulfilment of which at first enables the due performance of this Agreement and on which you may regularly rely. In this case, claims for damages shall be limited in their amount to the extent of foreseeable, typical losses.
- In the cases set out in Section 2, we shall not be liable for consequential damage to other entities or to other assets of yours. This limitation of liability shall not apply insofar as we are able to cover the loss incurred by way of existing industrial third party liability insurance or product liability insurance.
- All claims for damages or compensation for useless expenditure under contractual and non-contractual liability shall be subject to a limitation period of one year. This limitation period shall not apply in cases of intention or gross negligence.
- We shall be liable without limitation for loss incurred from injury to life, limb, or health under statutory regulations. Our liability under claims in tort and under the Product Liability Act shall not be affected hereby.
- You are responsible for the regular and proper backup of your data in accordance with the current state of technology. In case of a data loss for which we are imputable, we shall be liable, if no case exists as set out in Sections 1., 2., and 5., only for the costs (i) of duplicating the data of the backup copies to be produced by you, and (ii) of reinstating data that would have been lost even if proper data backup had been carried out.
- Indemnity. You agree to defend, indemnify and hold harmless Mindspace and our affiliates, and our respective officers, directors, employees and agents, from and against any and all third party claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Software or Service, including but not limited to your User Submissions or Messages; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any Intellectual Property Right or privacy right during the term of this Agreement. Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
- Export Laws. You represent that you are not, and will not make the Software or Services available to, the resident of any embargoed country or a prohibited person under any export control or anti-terrorism law, regulation or list. You agree to comply fully with all applicable export laws and regulations to ensure that neither the Software, the Service, nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
- Updates and Upgrades. We may from time to time provide updates or upgrades to the Software and Service (each a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Software and Service. All references herein to the Software and Service shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Software or Service, unless the Revision is accompanied by a separate license agreement which will govern the Revision.
- Term and Termination
- This Agreement is effective until terminated by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Service or Software; and/or (ii) terminate this Agreement and your use of the Service or Software with or without cause.
- Upon termination of this Agreement, you shall cease all use of the Software and Service. This Section and the Sections on Intellectual Property Rights, Privacy, Warranty Disclaimer, Limitation of Liability, Indemnity, and Assignment to General shall survive termination of this Agreement.
- Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Mindspace without restriction or notification.
- Modification. We reserve the right to make modifications to this Agreement. We will inform you of any modifications two weeks in advance. We carry out these modifications only for good cause, particularly based on new technical developments, changes in legal rulings or other equivalent grounds. If the contractual balance between you and us is significantly disturbed through the modification, the modification requires your approval.
- Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of laws rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Berlin shall be the place of jurisdiction if you acts as a commercial businessman and this Agreement pertains to the operation of your commercial business or you have no place of general jurisdiction in Germany and no exclusive place of jurisdiction is given. However, we are entitled to sue you at any other place of jurisdiction stipulated by law. In the case you are a non-merchants, the places of jurisdiction stipulated by law shall apply.
- General. This Agreement, and any other legal notices published by us in connection with the Service and Software, shall constitute the entire agreement between you and Mindspace concerning the Service and Software. No amendment to this Agreement will be binding unless in writing and signed by Mindspace or posted by Mindspace in the Service or on its website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
- Distributor Requirements and Usage Rules
If you are downloading or have downloaded the App from a Distributor, such as for example, Apple iTunes, Apple App Store or Google Play, please be aware that the Distributor may have established usage rules which also govern your use of the App (“Usage Rules“). We specifically refer to the Usage Rules of certain Distributors below in the section below entitled ‘Distributor Requirements and Usage Rules’, but other Usage Rules may be applicable depending on where the App or Service has been downloaded. You acknowledge that, prior to downloading the App from a Distributor, you have had the opportunity to review and understand, and will comply with, its Usage Rules. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App; if you are unable to make such a representation, you are prohibited from installing and/or using the App.
Apple. If you download the Software from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS app) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:
1. You acknowledge and agree that:
- this Agreement is concluded between Mindspace and you only, and not with Apple, and Mindspace and its licensors, and not Apple, is solely responsible for the Software and the content thereof.
- your use of the Software is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement.
- the License granted herein is limited to a non-transferable right to use the Software on an Apple iPhone, iPod Touch, iPad, Apple Watch or other Apple-branded product that you own or control and that runs the iOS;
- Mindspace is solely responsible for providing any maintenance and support services with respect to the Software, as specified in this Agreement, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software;
- Mindspace is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Mindspace’ sole responsibility;
- Mindspace, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the Software or your possession and/or use of the Software, including, but not limited to: (a) product liability claims; (b) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation, including in connection with the Software’s use of HealthKit and HomeKit frameworks;
- in the event of any third party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation defense, settlement and discharge of any such intellectual property infringement claim;
- Apple, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
2. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
3. If you have any questions, complaints, or claims regarding the Service, please contact Mindspace at:
Address: 54 Ahad Ha’am St., Tel Aviv, Israel.
Version: 29th October 2017