Please carefully read these Terms of Use (“Terms”, “Terms of Use”), which govern your use of www.mindnest.app (the “Site”) and the services (the “Service”) operated by MindNest, LLC. (“MindNest”, “us”, “we”, or “our”) and constitute a binding agreement between you and MindNest.

MindNest provides non-clinical administrative and operational (non-clinical) services to Texas Behavoral Health, PLLC. (“TBH”), an independent medical practice. MindNest is not a medical practice itself, has no ownership interest in TBH, does not have control over the clinical decision-making of TBH, and is not responsible for the quality of care provided by TBH. The professional medical services provided by TBH and the non-clinical Site services provided by MindNest are collectively referred to in this Terms of Use as the “Service”.

By providing your cell phone number and email address to MindNest, LLC. (“MindNest”), you are agreeing to be contacted by or on behalf of MindNest and Texas Behavioral Health, PLLC., including emails to your email address and text (SMS) messages to your cell phone and other wireless devices, and the use of an automatic telephone dialing system, artificial voice and prerecorded messages, to providing you with marketing and promotional materials relating to MindNest’s products and services, and products and services of Texas Behavioral Health, PLLC. You may opt-out of receiving text (SMS) messages from MindNest or its subsidiaries at any time by replying with the word STOP from the mobile device receiving the messages. You need not provide this consent in order to purchase any products or services from MindNest. However, you acknowledge that opting out of receiving text (SMS) messages may impact your experience with the service(s) that rely on communications via text (SMS) messaging.

Any controversy, dispute or claim arising out of, or relating in any way to these Terms or your use of the Site or Service will be resolved by binding arbitration rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. Your claims cannot be brought as a class action. However, an arbitrator can award on an individual basis the same damages and relief as a court. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

To begin an arbitration proceeding, you must first send a written letter to MindNest concerning your claim. The letter should be addressed to: MindNest, LLC. Attn: Legal Office. 104 Whispering Pines Ave, Friendswood, Texas 77546. If MindNest elects to begin an arbitration proceeding, it will send you a written letter to the most recent address we have on file or in our records for you. A letter, whether sent by you or by MindNest, must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If MindNest and you do not reach an agreement to resolve the claim within thirty (30) days after the letter is received, you or MindNest may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by MindNest or you prior to the arbitration shall not be disclosed to the arbitrator. To initiate arbitration, you may download a “demand for arbitration” form from the American Arbitration Association at www.adr.org.
MindNest and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class or representative action. If for any reason a claim proceeds in court rather than in arbitration, MindNest and you each waive any right to a jury trial. Notwithstanding anything to the contrary herein, MindNest and you agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights of the other party.

If you wish to purchase any product or service made available through the Service (individually and collectively, a “Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that: (i) you have the legal right to use the credit card(s) or other payment method(s) provided by you in connection with any Purchase; and (ii) the information you supply to us is true, correct and complete. The service may employ the use of third-party services for the purpose of facilitating the payment and completion of any Purchase. By submitting your information, you grant us the right to provide the information to these third parties pursuant to our Privacy Policy.

We are constantly updating product and service offerings on the Site and Service. We may experience delays in updating information on the Site or Service and in our advertising on other web sites. The information found on the Site or Service may unintentionally contain errors or inaccuracies and may not be complete or current. Products or services may be unintentionally mispriced, described inaccurately, or unavailable on the Site or Service and we cannot guarantee the accuracy or completeness of any information found on the Service. We therefore reserve the right to change or update any information and to correct any errors, inaccuracies, or omissions on or in connection with the Site, the Service, these Terms, or otherwise, at any time and without prior notice.

Any contests, sweepstakes, or other promotional activities (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from or in addition to these Terms. If you participate in any Promotions, please review the applicable terms and rules of such Promotions as well as our Privacy Policy. If the terms or rules for a Promotion are inconsistent or conflict with these Terms of Use, the conflicting Promotion terms or rules will control.

When you create an account with us or use the Service, you represent and warrant that: (i) you have the legal capacity and agree to comply with these Terms; (ii) you are above the age of eighteen (18); (iii) you will not use the Site or Service for any illegal or unauthorized purpose; and (iii) that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, fraudulent or obsolete information may result in the immediate termination of your account on the Service. You are responsible for maintaining the confidentiality of your account and password, including but not limited to any necessary restriction of access to your computer (or mobile or other device) and/or account. You agree to accept responsibility for any and all activities or actions that occur through your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately if you suspect or become aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity, a name that is not lawfully available for use, or any name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar, or obscene. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

We respect the intellectual property rights of others. It is our policy to respond to any claim that protected content posted on the Site and/or through the Service infringes on the copyright or other intellectual property rights (collectively, “Infringement”) of any person or entity. If you are a copyright owner, or authorized on behalf of one, and you believe that your copyrighted work has been utilized in a way that constitutes copyright infringement, please submit your claim via email to support@getmindnest.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”. You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or fraudulent or bad-faith claims regarding the infringement of any content found on and/or through the Site or Service.

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) A physical or electronic signature of a person authorized to act on behalf of the copyright (or other exclusive right) that is allegedly infringed. (ii) Identification of the copyrighted work (or list of works, if multiple copyrighted works at a single online site are covered by a single notification) claimed to have been infringed, including the relevant URL (i.e., web page address). (iii) Identification of the material that is claimed to be infringing, and information reasonably sufficient to permit one to locate the identified material. (iv) Information reasonably sufficient to permit one to contact you or the complaining party, such as an address, telephone number, and email address. (v) A statement that you or the complaining party has 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; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you or the complaining party are authorized to act on behalf of the copyright (or other exclusive right) owner that is allegedly infringed. You can contact our Copyright Agent via email at support@getmindnest.com

Unless otherwise indicated, the content, features, and functionality of the Site and Service (collectively, “Content”), and our trademarks, service marks, logos, and trade dress (collectively, “Marks”), are and will remain the exclusive, proprietary property of MindNest and its licensors, successors, and/or assigns. The Site, Service, Content, and Marks are protected by copyright, trademark, and other applicable rights and laws of the United States, foreign jurisdictions, and international conventions. Our Content and Marks may not, without the prior written consent of MindNest, be: (i) copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, reverse-engineered, sold, licensed, or otherwise exploited; or (ii) used in connection with any product or service. We reserve all rights in and to the Site, Service, Content, and Marks not expressly granted to you herein.

Our Site or Service may contain links to third party web sites or services that are not owned or controlled by MindNest. MindNest has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any third parties or their services or websites. You acknowledge and agree that MindNest shall not be responsible or liable, directly or indirectly, for any damage or loss caused (or alleged to be caused) by or in connection with your use of or reliance on any content, goods, or services available on or through any third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

When you visit the Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

We may terminate or suspend your account and/or bar your access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever, including, without limitation, as a result of your breach of these Terms or our Privacy Policy or your use of the Services in a manner that would potentially cause us legal liability, disrupt the Services, or disrupt others’ use of the Services. If any such termination, suspension (or potential termination or suspension) is the result of a curable breach or infringing activity, we may provide you, at our sole discretion, with reasonable notice of such breach or activity in order to provide you with a chance to remedy the breach or activity that resulted (or may result) in our termination or suspension of your account. If you wish to terminate your account, you may simply discontinue using the Service. You are free to stop using the Services at any time. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnities and limitations of liability.

You agree to defend, indemnify, and hold harmless MindNest, its subsidiaries, affiliates, licensees, successors and assigns, and each of their directors, officers, employees, agents, partners, contractors, or suppliers (collectively, the “Indemnified Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s fees) resulting from or arising out of: (i) your use and access of the Service, by you or any person using your account and password; and/or (ii) your breach of these Terms or the Privacy Policy.

In no event shall MindNest or the Indemnified Parties be liable for any indirect, incidental, special, consequential or punitive damages (whether or not we have been informed of the possibility of any such damages) based on any causes of action, including, without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from: (i) your access to or use of (or inability to access or use) the Site or Service or any performance error, omission or interruption in connection thereto; (ii) any conduct or content of any third party on the Site or Service; (iii) any content obtained from the Site or Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory or basis, and even if a remedy set forth herein is found to have failed of its essential purpose.

Your use of the Site and Service is at your sole risk. The Site and Service are provided on an “AS-IS” and “AS AVAILABLE” basis. The Site and Service are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance. Neither MindNest nor the Indemnified Parties warrant that: (i) the Service will function in an uninterrupted manner, function securely or be available at any particular time or location; (ii) any errors or defects will be corrected; (iii) the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements.

If certain jurisdictions do not allow the exclusion of certain warranties, or the exclusion or limitation of liability for consequential or incidental damages, the limitations herein will apply to you only to the extent permitted by applicable law.

These Terms shall be governed and construed in accordance with the laws of the state of Texas, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

We reserve the right, at our sole discretion, to amend, modify, or replace these Terms at any time. If a revision consists of a material change, we will provide at least thirty (30) days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

If you have any questions about these Terms, please contact us at the below addresses.