TERMS AND CONDITIONS

Please read these terms and conditions carefully as they govern your use of our online service (the “Service”) and limit our liability to you. By accepting these terms and conditions and/ or registering to use the Service you are forming a contract and agreeing to the terms that appear below. References to “you” and “your” are to you as an individual. If you are registering to use the Service in the course of your business and/ or on behalf of a business, you are also agreeing to this agreement on behalf of that business and references to “you” and “your” include that business. If you have any questions please email us at [email protected].

1. Provision of Service

1.1 The Service is provided by Mind Doodle Limited, a company incorporated in the United Kingdom under number 11465063 whose registered office is at Tudor House, 16 Cathedral Road, Cardiff, United Kingdom, CF11 9LJ (the Mind Doodle).

1.2 You must register with Mind Doodle to access the Service by completing an online registration form (your “Subscription”). You Subscription and Agreement with us will only start once we have emailed you to confirm that we accept your registration and we reserve the right to decline to accept your registration if we consider it appropriate to do so (in our absolute discretion).

1.3 Each Subscription is for a single named individual only (a “User”) and each User must register (or be registered) only once. On registration, each User will be allocated a user name and password (“User ID”) which must only be used by the User named on registration. You are responsible for all use of the Service using any User ID issued to you and for preventing unauthorised use of any User ID.

1.4 If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of a User ID, you must notify Mind Doodle immediately by emailing [email protected]. If Mind Doodle easonably believes that any User ID is being used in any way which is not permitted by these terms and conditions, Mind Doodle reserves the right to suspend access rights immediately on giving notice to you in accordance with clause 10 and to block access from the User ID until the issue has been resolved.

1.5 By registering to use the Service, you acknowledge and agree that you have provided Mind Doodle with accurate and complete registration information and that it is your responsibility to update Mind Doodle of any changes to that information (including your email address) by emailing [email protected]

1.6 Mind Doodle offers two types of Subscription as follows: (i) a free subscription with limited features and functionality (a “Free Subscription”); and (ii) paid for subscription(s) with more advanced features and functionality (a “Paid Subscription”).

1.7 The Service enables you to create digital mind maps (“Mind Doodles”) and you can choose to either publish them on the Service so that other Users and visitors to our website to can view and comment on them (“Public Doodles”) or keep them private and only allow other Users selected by you to view and comment on them (“Private Doodles”). If you have opted for a Free Subscription you may be limited to a certain number of Private Doodles, whereas Users who have purchased a Paid Subscription will be able to publish an unlimited number of Private Doodles.

1.8 Mind Doodle is continually seeking to improve the Service. Mind Doodle reserves the right, at its discretion, to make changes to any part of the Service provided that it does not materially reduce their content or functionality.

1.9 Following your acceptance of these terms and conditions, Mind Doodle will make the Service available to you and except as set out in these terms and conditions you will have no right to cancel the contract before the end of your Subscription once we have done so.

2. Limited Rights to Use Service

2.1 The Service and all copyright and intellectual property rights in it belong to Mind Doodle (or its licensors). Subject to clause 2.2 you may:

2.1.1 access and use the Service for the purpose for which it was intended namely to create Mind Doodles;

2.1.2 publish your Mind Doodles on the Service and share your Mind Doodles with other Users via the Service; and

2.1.3 export your Mind Doodles to other applications as permitted by the Service.

2.2 You may not (without contacting Mind Doodle to obtain its prior written permission):

2.2.1 redistribute or resell use of or access to the Service in any way;

2.2.2 remove any copyright or trade mark notices of Mind Doodle from any part of the Service or any Mind Doodle; or

2.2.3 except as expressly permitted above, modify, reproduce or in any way commercially exploit the Service or any part of it.

2.3 You acknowledge that Mind Doodle and Mind Doodle and any associated logos are the brand names of the Mind Doodle and are protected by registered and unregistered trade mark rights and that you may not use them without prior written permission of Mind Doodle.

3. Subscription Fees

3.1 If you have opted for a Free Subscription you will not be required to pay any fees to use the Service. However, the features and functionality available to you will be more limited than under a Paid Subscription and your Free Subscription may be subject to certain usage limits and restrictions, including but not limited to limits on the number of Private Doodles you may create.

3.2 If you have opted for a Paid Subscription, the fees for your Subscription (“Subscription Fees”) will be calculated in accordance with our standard price list in effect at the relevant time. You can opt to pay the Subscription Fees annually or monthly in advance. You must arrange to pay all Subscription Fees by such method of payment as Mind Doodle reasonably requests. Mind Doodle shall be under no obligation to provide the Service available under a Paid Subscription, until the relevant Subscription Fees due in respect of your Subscription have been paid, or if you fail to pay any Subscription Fees when they are due for payment.

3.3 For Paid Subscriptions, the first Subscription Fee due in respect of your Subscription must be paid when we accept your registration. Thereafter, Mind Doodle will email you in advance to inform when your next Subscription Fee is due for payment. Mind Doodle also reserves the right to increase the Subscription Fees due in respect of your Subscription by giving you not less than thirty (30) days notice in writing at any time during your Subscription. In either case, Mind Doodle will have the right to take payment of the next Subscription Fee (or increased Subscription Fee) using the payment details you have provided, unless you have informed Mind Doodle that you wish to terminate your subscription in accordance with clause 8.4.

4. User Content

4.1 The Service allows Users to upload and submit material to the Service and to edit, publish and share that material, including comments, text and other written content, documents, data, information, images, video content and other audio and/ or visual content (“User Content”). Whilst Mind Doodle does not seek to monitor or control the submission of User Content, it does reserve the right to delete, remove, move and edit any User Content submitted where (in its absolute discretion) it considers it prudent or necessary to do so.

4.2 You agree to comply with all applicable laws and regulations when using our Service. You are solely responsible for all User Content you upload or submit for inclusion on the Service. You must ensure that all User Content you upload, submit or transmit via the Service is lawful and that it is not misleading or harmful to other Users or otherwise objectionable. In particular you must not upload, submit, post or transmit via the Service any User Content that:

4.2.1 is fraudulent, dishonest or misleading;

4.2.2 is unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable or breaches any applicable laws;

4.2.3 encourages conduct that constitutes a criminal offence, gives rise to civil liability or otherwise breaches any applicable laws, regulations or code of practice;

4.2.4 infringes the copyright or other rights of any third party; or

4.2.5 is technically harmful (including, without limitation, computer viruses or other malicious software or harmful data).

4.3 By submitting User Content to the Service you are granting Mind Doodle a royalty-free, non-exclusive licence to use, reproduce, modify, translate, make available and distribute the User Content on or through the Service for the purpose of operating the Service and providing the Service to you and other Users. In particular (but without limitation), if you publish any Public Doodles, you understand that other Users and visitors to our website will be able to access, view and comment on such Mind Doodles.

4.4 The Service also permits you to access and view User Content supplied by third parties. The third parties submitting this information are responsible for ensuring that material submitted is accurate and complies with relevant laws and codes and these terms and conditions. We will not be responsible to you for the conduct of any such third party or for any error or inaccuracy in any material they supply.

5. Warranties

5.1 If you have opted for a Free Subscription to use the Service, the Services is made available to you free of charge on an “AS IS” basis and, to the maximum extent permitted by law, Mind Doodle disclaims all express or implied warranties, including but not limited to implied warranties of satisfactory quality, fitness for a particular purposes and non-infringement.

5.2 If you have opted for a Paid Subscription, Mind Doodle warrants that: (i) it has the right to make the Service available to you under these terms and conditions; and (ii) it will use reasonable skill and care in making the Service available to you and in ensuring its availability during your Paid Subscription; and (iii) the Service when properly used will conform in all material respects with any description of the Service published by Mind Doodle on its website from time to time.

5.3 Because of the nature of the Internet and software, errors and omissions do occur. Accordingly, save as provided in clause 5.2, Mind Doodle does not give any other warranties in respect of the Service or its availability. In particular, Mind Doodle makes no warranty that your use of the Service will be uninterrupted or error free or that the Service is free from infection by viruses or anything else that has contaminating or destructive properties. All implied warranties are excluded from this agreement to the extent that they may be excluded as a matter of law.

6. Limitation of Liability

6.1 Mind Doodle will use its reasonable endeavours to remedy faults in the Service, or any breach of the warranties given at clause 5.2 above, which are reported to it during your Subscription. If Mind Doodle is in breach of these terms and conditions and/ or its Agreement with you, you agree that your only recovery for damages that you incur, and your exclusive remedy, shall be limited to an amount equivalent to any Subscription Fees paid in relation to your use of the Service for the relevant subscription period. Where you have opted for a Free Subscription, your only remedy will be to terminate your use of the Service.

6.2 Mind Doodle, will not be liable for any business losses such as lost data, lost profits or business interruption arising from your use or inability to use the Service or from any action taken (or refrained from being taken) as a result of using the Service.

6.3 Notwithstanding the above provisions of this clause 6, nothing in these terms and conditions shall limit or exclude Mind Doodle’s liability for fraud, or for death or personal injury caused by the Mind Doodle’s negligence, or for any other liability which may not be limited or excluded as a matter of applicable law.

7. Privacy Policy and Data Protection

7.1 Personal information that you provide about yourself, or your Users, or which you upload to the Service will be used by Mind Doodle in accordance with its Privacy Policy. Please read the Privacy Policy carefully and if you have any questions please email [email protected].

7.2 If you upload any personal data to the Service or transmit any personal data via the Service, you must ensure that you have obtained all necessary consents and permissions and taken all other action necessary to ensure that such processing of personal data is compliant with the Data Protection Act 1998 and any other applicable laws concerning privacy and data protection. You acknowledge and agree that any personal data contained in Public Doodles you publish may be accessible to other Users and visitors to our website and that you are solely responsible for deciding whether to publish any Mind Doodle in this way and for ensuring that any such publication is lawful. You agree to indemnify us and hold us harmless in respect of any claim or loss, damage or expenses we may incur or suffer as a consequence of any breach of this clause.

7.3 To the extent that Mind Doodle processes any personal data (within the meaning of the Data Protection Act 1998) on your behalf in providing the Service it shall: (i) act only on your instructions; and (ii) have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

8. Term and Termination

8.1 Unless otherwise stated, all Subscriptions will commence on the date that Mind Doodle accepts your registration and will continue indefinitely thereafter until terminated in accordance with this clause 8.

8.2 If you are a consumer and you have opted for a Paid Subscription you may cancel your Subscription within 14 days of the date you purchased your Subscription and receive a full refund of any Subscription Fee you have paid, in accordance with clause 9 below.

8.3 If you have opted for a Free Subscription you may terminate your Subscription for convenience at any time by emailing us at [email protected].

8.4 If you have purchased a Paid Subscription you may terminate your Subscription for convenience at any time by giving us not less than fourteen (14) days notice in writing. However, in these circumstances, you will not be entitled to receive a refund of any Subscription Fees you have already paid prior to the end of your Subscription.

8.5 Mind Doodle may terminate your Subscription and your access to the Service at any time by written notice if: (i) you have failed to pay any Subscription Fees due in respect of your Subscription by the due date for payment; or (ii) you are otherwise in material breach of these terms and conditions and/ or your Agreement with Mind Doodle and the breach is not remedied within the period of fourteen (14) days after written notice of the breach has been given to you.

8.6 Mind Doodle may suspend your access to the Service at any time with immediate effect, if it reasonably believes you are in breach of clause 4.

8.7 Mind Doodle may discontinue the Service at any time by giving you not less than thirty (30) days notice in writing. In this situation, Free Subscriptions will come to any end after thirty (30) days (or such later date as Mind Doodle may specify) and Paid Subscriptions will cease on the date that the next Subscription Fee due in respect of your Subscription is due for payment (or such later date as Mind Doodle may specify).

8.8 You may terminate this Agreement and receive a pro-rata refund of any Subscription Fees you have paid Mind Doodle is in material breach of these terms and conditions and/ or its Agreement with you and the breach is not remedied within the period of fourteen (14) days after written notice of the breach has been given to Mind Doodle.

8.9 Following termination of your Subscription for any reason you will no longer be able to access or use the Service and any Mind Doodles you have created.

9. Consumer Cancellation (and Other ) Rights

9.1 For the purposes of this clause and these terms and conditions generally, you are a “Consumer” if: (i) you are an individual; and (ii) your are purchasing a Paid Subscription from Mind Doodle wholly or mainly for personal use (i.e. not for use in connection with your trade, business, craft or profession).

9.2 If you are a Consumer, and you have purchased a Paid Subscription as such, you have a legal right to change your mind within fourteen (14) days and receive a refund. These are your rights under the Consumer Contracts Regulations 2013. You have fourteen (14) days following the day that you purchased your Paid Subscription to exercise this right. However, if you have accessed and used the Service during this period, we reserve the right to charge a reasonable price for your use of the Service up until the time you tell us that you have changed your mind. If you have changed your mind, please let us know by either: (i) emailing us at [email protected]; or (ii) printing off the form appended to these terms and conditions at Annex 1 and sending it to us at the address given in clause 1.1 (or you can simply write to us at that address including the information required in that form). We will refund to you the Subscription Fee you have paid for your Paid Subscription. However (as noted above) we may charge you a reasonable amount for any use you have made of the Service before you notified us that you have changed your mind. Refunds will be given within fourteen (14) days of you notifying us that you have changed your mind.

9.3 In addition, if you are a Consumer, then you may enjoy certain other legal rights and protections under applicable law, in addition to those mentioned in clause 9.2 above or elsewhere in this Agreement. Nothing in these terms and conditions or our Agreement with you will affect your statutory or legal rights as a Consumer.

10. Notices

10.1 All notices shall be given to Mind Doodle via email at [email protected] or by post at St Brandon’s House, 29 Great George Street, Bristol, BS1 5QT, United Kingdom; or to you at either the email or postal address you provide when you register with us for your Subscription.

10.2 Notice will be deemed received when an email is received (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

11. General

11.1 Mind Doodle may transfer and/or assign its rights and/or obligations under its Agreement with you. This will not affect your rights under that Agreement. You may not transfer any of your rights or obligations under your Agreement with Mind Doodle without first obtaining the consent of Mind Doodle.

11.2 Nothing in these terms and conditions and/ or our Agreement with you shall confer your rights on any other person.

11.3 If you breach these terms and conditions and/ or your Agreement with Mind Doodle and Mind Doodle ignore this, Mind Doodle will still be entitled to use its rights and remedies at a later date or in any other situation where you breach these terms and conditions and/ or your Agreement with Mind Doodle.

11.4 These terms and conditions, together with your registration form, the Privacy Policy, any other documents referred to in these terms and conditions and any other legal terms and notices we may publish on the Service from time to time (collectively the “Agreement”), represents the entire agreement between the parties in relation to its subject matter and may be amended only by our agreement in writing.

11.5 The Agreement shall be governed by English law. We will try to solve any disagreements quickly and efficiently. If either of us want to take court proceedings in relation to this Agreement we agree that the courts of England and Wales shall have non-exclusive jurisdiction to handle those proceedings.

11.6 We may amend or update the terms and conditions governing use of the Service at any time by giving you not less than thirty (30) days notice in writing. If you have opted for a Free Subscription your Agreement with us will be governed by the terms and conditions in force when you first registered with us, or which we last notified to you in writing in accordance with this clause (whichever was the most recent). If you have opted for a Paid Subscription, your Agreement with Mind Doodle will be governed by the terms and conditions published on the Service when your Subscription started, or which were in force on the date that you last made payment of any Subscription Fees due in respect of your Subscription.

11.7 These terms and conditions were last updated on 01 March 2019.

ANNEX 1

MODEL CANCELLATION FORM FOR CONSUMER CUSTOMERS

Complete and return this form only if you wish to withdraw from the contract

To: Mind Doodle Limited, Tudor House, 16 Cathedral Road, Cardiff, United Kingdom, CF11 9LJ.
I/ We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following services,
Ordered on,
Name of Consumer(s),
Address of Consumer(s),
Signature of Consumer(s) (only if this form is notified on paper)
Date
[*] Delete as appropriate
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