These Terms of Use ( “Terms”) contain the terms and conditions under which Mindful Noggin, Inc., a Colorado corporation, supplies the content, products or Products listed on www.mindfulnoggin.com (the “Website”), through our e-learning courses and community or other delivery methods to you (the Website and such content, products, Products and courses are collectively referred to herein as the “Product” or “Products”, which may be updated from time-to-time at the sole discretion of Mindful Noggin). Please read these terms and conditions, carefully before ordering any Products from the Website.  These Terms are a legally binding agreement and by selecting “I agree”, you accept the terms and have entered into a binding contract with Mindful Noggin. 

The terms “we”, “us”, “our” and “ours” when used in these terms mean Mindful Noggin, which includes any parent company, subsidiaries, branches or affiliates under common ownership or control of Mindful Noggin. The terms “you”, “your” and “yours” when used in these terms mean any user of the Products

1.           Product Use

(a)   These Terms set out the basic agreement between you and us for the use the Products. In order to participate in certain Products, you may be required to agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms. Where such terms are inconsistent with these Terms, the additional terms shall control.

(b)   AS PART OF YOUR USE OF THE PRODUCTS, YOU AFFIRMATIVELY CONSENT TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION, INCLUDING THE PROCESSING AND STORING OF YOUR PERSONAL INFORMATION FOR THE PURPOSES OF PROCESSING PAYMENTS AND TRACKING INDIVIDUAL USE OF THE PRODUCTS.  WE WILL TAKE MEASURES AS REQUIRED TO COMPLY WITH APPLICABLE UNITED STATES LAW REGARDING THE TRANSFER, STORAGE AND USE OF CERTAIN PERSONAL INFORMATION.  BE ADVISED, HOWEVER, THAT BY AGREEING TO THESE TERMS YOU ARE AGREEING TO THE UNITED STATES STANDARDS FOR PRIVACY PROTECTION RATHER THAN THOSE THAT MAY BE APPLICABLE TO YOUR COUNTRY OF RESIDENCE, AND THE UNITED STATES STANDARDS MAY NOT BE AS HIGH AS THOSE IN YOUR COUNTRY OF RESIDENCE.

2.           Understanding Mindful Noggin

You acknowledge and agree that Mindful Noggin offers a variety of Products designed.  You also acknowledge that if you choose to access and use any Mindful Noggin Products, you are solely responsible for deciding which of the suggested techniques you put into practice and how to apply those techniques.

In addition, you acknowledge and agree that the Mindful Noggin Service is not intended to diagnose, treat or otherwise address any medical problem, and the information on the Products, whether posted by Mindful Noggin employees, or other users, is provided for your information and not as medical advice and should not be seen as a replacement for consultation with a doctor or other qualified healthcare professional. If you receive advice from a doctor or other qualified medical professional that conflicts with anything contained in the Products then the former should take precedence.

3.           Right of use

Certain content and features of the Products are only available to individuals who pay a fee. Unless otherwise specified, we grant you a limited, non-exclusive, non-transferable, revocable right to make personal non-commercial use only of that content and those features of the Products in respect of which you have paid all applicable fees and charges, provided that you comply fully with the provisions of these Terms.

4.           Payment

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Mindful Noggin may change the prices of Paid for Products from time to time. Any price change will be published on the Website. You understand that only you may use your user account, and that your subscription to any Paid for Service is only valid for your own personal, non-commercial use and may not be shared with others.

Certain subscriptions to Products are available such that the subscription is automatically renewed (“Repeating Subscription”).  Payment for a Repeating Subscription will be taken automatically by Mindful Noggin from you in advance for the coming subscription’s term. We will ask for your consent before any such Repeating Subscription is initiated, and you may cancel any Repeating Subscription set up via the Website from your Account page at any time.

Payments made via the Website are processed securely via an e-commerce platform. We do not store credit card details. You represent that you are the owner, holder and authorized user of the credit or debit card specified by you and you agree that we are authorized to take payments from your account as and when they become due.

We reserve the right to change the subscription fee and billing methods at any time and shall notify you of all such changes prior to the renewal date when changes are to be implemented. Your continued use of the Products and Paid for Products shall constitute acceptance of such changes.

5. Refunds

Access is billed on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service or refunds for months unused with an open account. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

6.           Modifications to Terms

Mindful Noggin reserves the right to vary the Terms from time to time by amending this page.   Any changes or updates will be effective immediately upon posting to www.Mindful Noggin.com. Your continued use of the Products constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications within the Products or email.

7.           Intellectual Property Rights

The layout, design, content and graphics on the Products and the Mindful Noggin Service are protected by US and other international copyright laws. Unless expressly permitted in writing and other than printing a small proportion of content or displaying this on your screen or both, (strictly for your personal non-commercial use), no part of the Products may be reproduced or stored in any medium, including but not limited to a retrieval Products, or transmitted, in any form or by any means (electronic, mechanical, photocopying, recording, broadcasting), nor shown in public. You may not create any derivative work or make any other adaptation, without our prior written consent. You must not modify the copies you have displayed or printed in any way and you may not use any illustrations, photographs, videos or audio sequences or any graphics separately from any accompanying text.

If you print off or download any material from the Products in breach of these terms of use, your right to use the Products and the Mindful Noggin Service will cease immediately and you must at our option return or destroy any copies of the materials you have made. All rights not expressly granted in these terms or any express written license, are reserved. For all other uses of our content or images you must contact us and obtain our prior written permission.

The Mindful Noggin logo and the name “Mindful Noggin” are trademarks owned by Mindful Noggin. Any use, including, but not limited to, framing, meta tags or other text using the Mindful Noggin logo or the Mindful Noggin name or other trademarks displayed, is strictly prohibited without our prior written consent.

8. Prohibited uses

You agree that you will not use the Products to:

• Upload, post, email or otherwise transmit any content or materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, at our sole and absolute discretion;
• Harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;
• Impersonate any person or entity, including, but not limited to, any user of this Products, a director, officer, employee, shareholder, agent or representative of Mindful Noggin or our affiliates, or any other person or entity, or falsely state or otherwise misrepresent your affiliation with Mindful Noggin, our affiliates or any other person or entity;
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through the Products;
• Upload, post, email or otherwise transmit any materials that are not your own, or that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• Upload, post, email or otherwise transmit any content or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;
• Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of commercial solicitation except in the areas, if any that are specifically designated for such purpose;
• Upload, post, email or otherwise transmit any content or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• Disrupt the normal flow of dialog, cause a screen to “scroll” faster than other users of the Products are able to type, or otherwise act in a manner that negatively affects or otherwise diminishes the quality of another user’s experience of this Products;
• Interfere with or disrupt the Products or servers or networks connected to the Products, or disobey any requirements, procedures, policies or regulations of networks connected to the Products;
• Intentionally or unintentionally violate any applicable laws and/or regulations;
• “Stalk” or otherwise harass another user of the Products and/or any employee of Mindful Noggin;
• Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Website from the Website (including user names or passwords) or about any other third party; and/or
• Access or attempt to access another user’s account without his or her consent.
• Knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree not to:

• reproduce, duplicate, copy or re-sell any part of the Products in contravention of the provisions of these Terms.
• resell access to the Products.
• frame the Products or any part of the Products.
• copy any material obtained from the Products to peer to peer networks or other web sites or web Products.
• access without authority, interfere with, damage or disrupt any part of the Products; any equipment or network on which the Products is stored; any software used in the provision of the Products; or any equipment or network or software owned or used by any third party.

9.           Term and Termination

These Terms between you and Mindful Noggin will become effective when you start using the Products and will remain effective until terminated by you or Mindful Noggin. Mindful Noggin reserves the right to terminate these Terms or suspend your Mindful Noggin account for breach of these Terms as judged entirely in Mindful Noggin’s discretion.  If Mindful Noggin terminates these Terms or suspends your Mindful Noggin account, Mindful Noggin shall have no liability or responsibility to you whatsoever, and Mindful Noggin shall not refund any amounts that you have paid.

10.        No warranty

As with any purchase of a product or service through any medium or in any environment, you should use your judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained by you from Mindful Noggin shall create any warranty on behalf of Mindful Noggin in this regard.  Mindful Noggin gives no warranty, express or implied, as to the quality, content and availability or fitness for a specific purpose of the Products or to the accuracy of the information contained in any of the materials on the Products. Mindful Noggin shall not be liable to any person for any loss or damage of any kind, which may arise, directly or indirectly from the use of or inability to use any of the information contained in any of the materials on the Products. There is no guarantee of availability of information on the Products at any time, nor that it is up to date or error-free.

11.        Release of Liability

To the fullest extent applicable permitted by applicable laws, you hereby fully and finally release Mindful Noggin, its affiliates, officers, directors, employees, licensors or any third parties from liability for any direct, indirect, incidental, special or consequential damages of any kind whatsoever resulting directly or indirectly from either the use of the Products or your inability to use the Products, for whatever reason.  If any part of this limitation of liability is found to be invalid or unenforceable for any reason, then the aggregate liability of Mindful Noggin (including any of its affiliates, service providers and licensors) under such circumstance for liabilities that otherwise would have been limited, shall not exceed amounts paid by you to Mindful Noggin for its Products.  

12.        Technology limitations and modifications

Mindful Noggin will make reasonable efforts to keep the Products operational. However, certain technical difficulties, maintenance, or any other cause beyond our reasonable control (including (but not limited to) failure of the internet, natural disaster, labor shortage or dispute, or governmental act) may, from time to time, result in interruptions. Mindful Noggin reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Products with or without notice. You agree not to hold us liable for any such failure or delay in performance and we agree to make all reasonable efforts to restore the Products (or any part thereof) as soon as practicable. Following any disruption within Mindful Noggin’s reasonable control we shall extend your access to the Paid for Products for at least the duration for which those Paid for Products were inaccessible on written request to the below address.

13.        Assignment by Mindful Noggin

Mindful Noggin may assign (or otherwise transfer) these Terms or any part of it without restrictions. You may not assign (or otherwise transfer) these Terms or any part of the Terms to any third party.

14.        Entire agreement

These Terms constitutes all the terms and conditions agreed upon between you and Mindful Noggin and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral, except and unless there are additional terms provided with any particular Product.  In the event that there is a conflict between these terms and the terms associated with a specific Product, the latter terms will control.

15.        Severability and No Waiver

If any provision of the Terms is held by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms shall remain in full force and effect.  In addition, failure of Mindful Noggin to take action to enforce these Terms on one occasion will not be a waiver of Mindful Noggin’s right to enforce the Terms on another occasion. 

16.        Governing law and disputes

These Terms are drafted pursuant to the laws of the State of Colorado, and these Terms shall be governed and interpreted under the same. 

18.        Survivorship

All provisions relating to release of liability, intellectual property use, indemnification, severability, waiver, and governing law shall survive termination of these Terms.   

19.        Contact

You can contact us via the following details:

Customer Service

support@mindfulnoggin.com

Please note that we are unable to answer any inquiries requesting medical advice. Such inquiries should be addressed to an appropriate, qualified health practitioner.