Last updated: January 1, 2025

These terms of use (the "Terms of Use") govern your access to and use of:

- Our website located at mindark.ai (the "MindArk Website")

- Any mobile device software provided by us (the "MindArk Application")

- MindArk's proprietary application programming interface and related documentation (the "MindArk API")

- Any text, media, data, or other content (collectively, the "Content") contained on or provided through the MindArk Website, MindArk Application, or MindArk API

- All other Content, products, or services provided by us, as described on the MindArk Website and MindArk Application

The MindArk Website, MindArk Application, MindArk API, and Content are collectively referred to as the "MindArk Solution."

These Terms of Use form an agreement between MindArk INC. ("MindArk," "us," "we," "our") and you. The term "you" or "User" refers to the person or entity browsing, installing, downloading, accessing, or otherwise using the MindArk Solution.

By using the MindArk Solution in any way, including purchasing any services we sell on the MindArk Solution (the "Services"), you:

- Represent and warrant that (i) you have reached the age of majority in your jurisdiction, (ii) you have the capacity to enter into binding obligations, and (iii) all information supplied by you to us through the MindArk Solution is true, accurate, current, and complete

- Agree to be bound by and comply with these Terms of Use, as updated from time to time in accordance with Section 1

If you are using the MindArk Solution on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

You may not access the MindArk Solution for purposes of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes.

MindArk's direct competitors are prohibited from accessing the MindArk Solution, except with MindArk's prior written consent.

This Agreement does not alter any terms or conditions of any other agreement you may have with us regarding Services, products, applications, or otherwise, including any Subscription Agreement (defined in Section 5 below) you enter with us.

Changes to These Terms of Use and the MindArk Solution

Except where prohibited by applicable law, we reserve the right to change any element of these Terms of Use at any time. When we change these Terms of Use, we will:

- Place a notice on the MindArk Website and MindArk Application

- Send you an email

- Notify you by some other means as required by applicable law

- Post a new version to the MindArk Website and MindArk Application

- Update the "Last Updated" date at the top of these Terms of Use

We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the MindArk Solution is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the MindArk Solution. Otherwise, your continued access to or use of the MindArk Solution after any changes to these Terms of Use indicates your acceptance of such changes.

Except where prohibited by applicable law, we reserve the right to change any element of the MindArk Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the MindArk Solution or any component thereof:

- For scheduled maintenance

- Due to a force majeure event

- If you are delinquent in your payment of fees to MindArk under any agreement

- If MindArk believes in good faith that you have violated any provision of these Terms of Use, the Responsible Use Guidelines (as defined below), or any other responsible use guidelines we provide to you or are posted on the MindArk Website

- To address any emergency security concerns

- If required to do so by a regulatory body or as a result of a change in applicable law

You may need to update third-party software from time to time to use the MindArk Solution.

MindArk may engage third parties, including cloud service providers, to provide the MindArk Solution or the Services.

By agreeing to these Terms of Use, you acknowledge and agree that you have read and agree to be bound by the following (collectively, the "Responsible Use Guidelines"):

- Model cards, available at https://docs.mindark.ai/generation-card/

- Data statement, available at https://docs.mindark.ai/data-statement/

- Usage guidelines, available at https://docs.mindark.ai/usage-guidelines/

User Account

To access certain features of the MindArk Solution, you may be required to sign up for a user account using the available interfaces of the services, and select a username and password login credentials (the "User ID").

If you select a User ID, you will keep it secure and will not grant access to or share it with any other person.

You must provide us with true, accurate, current, and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to the MindArk Solution.

We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the MindArk Solution (or any portion thereof).

MindArk is entitled to act on instructions received through your account. MindArk is not responsible for any actions taken or transactions made to or from your account by any other party using your User ID. You are solely responsible for any and all use of your User ID and all purchases and activities that occur under or in connection with the User ID. We reserve the right to take any action, as we deem necessary or reasonable, to ensure the security of the MindArk Solution and your account, including terminating your account, changing your password, or requesting additional information to authorize transactions on your account. You agree to be responsible for any act or omission of any users that access the MindArk Solution under your User ID that, if undertaken by you, would be deemed a violation of these Terms of Use.

Electronic Communications

When you use or view the MindArk Solution or send electronic messages to us, you consent to receive communications from us electronically. We will communicate with you by email, text message, or by posting notices on the MindArk Solution. You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.

By creating an account to access the MindArk Solution, you acknowledge that MindArk will send you service-related emails relating to your account, including service updates. Your consent to receive communications and do business electronically applies to all your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), you must stop using the MindArk Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications exchanged or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.

If you are on our mailing list, you will receive email communications from us regarding our products, services, and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional emails at any time by clicking on the unsubscribe link in any of our email communications. Users who unsubscribe from receiving such promotional communications may continue to receive certain transactional and/or account-related communications.

If you sign up through MindArk to receive special offers regarding products and services from our partners, you authorize us to share your email address and other Personal Information (as defined below) you authorize with the partner whose offer you wish to receive. If you request these special offers, you acknowledge the partner may also send you future offers that may interest you. You can opt out of future communications from MindArk by contacting us in the manner described below; you can unsubscribe from future partner communications by following their unsubscribe and opt-out instructions. You do not have to agree to participate in these offers to use the MindArk Solution. You understand that MindArk may receive financial remuneration in exchange for sharing your email address and other Personal Information you authorize with partners if you choose to sign up for an offer. Once you sign up for an offer, you can change your mind at any time, but if the partner or MindArk has already relied on your authorization to share your email or other Personal Information for a particular offer, any action already taken cannot be undone.

By using the MindArk Solution, you acknowledge and agree that MindArk will be transmitting certain of your Personal Information electronically.

You acknowledge and agree that you are solely responsible for providing MindArk with accurate contact information, including your mobile device number and email address, where we may send communications in accordance with these Terms of Use and our Privacy Policy.

Customer Data and Privacy

You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose, and transmit any data, information, content, records, or files ("Content") that you load, submit, transmit to, or enter into the MindArk Solution, or that you otherwise transmit to MindArk in connection with these Terms of Use ("Customer Data") to:

- Provide the MindArk Solution

- Exercise our rights and perform our obligations under these Terms of Use, including ensuring you are complying with these Terms of Use, the Responsible Use Guidelines, and any other responsible use guidelines we provide to you or are posted on the MindArk Website

- Improve and enhance the MindArk Solution and our other offerings and benchmark the foregoing, including by sharing API data and finetuning data with third parties who may use the finetuning data and API data to provide services to MindArk and for other purposes permitted under their terms and conditions

For clarity, and notwithstanding anything to the contrary in these Terms of Use, MindArk will not share a custom model with any third party but may share finetuning data used to finetune or train a custom model with third parties. The term "API data" means Customer Data submitted by you to the MindArk API. The term "finetuning data" means Customer Data comprised of any training or finetuning data submitted by you to the MindArk Solution. The term "custom model" means an AI-powered neural network for natural language processing based on parameters that are trained using Customer Data.

MindArk does not represent, warrant, or covenant that it has reviewed any third-party terms and conditions and is not responsible for any API data or finetuning data shared with third parties. MindArk does not endorse any third-party service, and you acknowledge that if you choose to submit any API data or finetuning data to the MindArk Solution, you do so entirely at your own risk. You further acknowledge that any third-party terms and conditions may not have the same or similar commitments or protections as those contained in these Terms of Use, and any finetuning data or API data shared by MindArk with third parties will be accessed, used, and otherwise handled by such third parties in accordance with their terms and conditions, which may permit such third party to use finetuning data or API data for its own purposes.

Please review our current Privacy Policy, available at mindark.ai/privacy, which contains important information about our practices in collecting, storing, using, and disclosing information about identifiable individuals ("Personal Information") and which is hereby incorporated into and forms a part of these Terms of Use.

Subscription Orders

These Terms of Use will govern the placement of any order you make through the MindArk Solution for a subscription to the Services (each such order, a "Subscription Order"). We will confirm your request by sending an email to the email address you have provided. Your placement of a Subscription Order through the MindArk Solution is an offer to purchase the Services ordered, and we may accept your Subscription Order by providing a subscription agreement (the "Subscription Agreement") for your acceptance and processing your payment through the MindArk Solution. Your receipt of an electronic or other form of Subscription Order confirmation does not signify our acceptance of your Subscription Order, nor does it constitute confirmation of our offer to sell. For any reason, we may decline to accept your Subscription Order or any part of your Subscription Order. No Subscription Order will be considered accepted by MindArk until the applicable Subscription Agreement has been accepted by us and your payment has been processed. If (a) we decline to accept your Subscription Order, (b) one or more elements of your Subscription Order are unavailable, or (c) your Subscription Order cannot be fulfilled for any reason in our discretion, we will attempt to notify you as soon as practicable at the email address you provided. We may require additional verifications or information before considering any Subscription Order.

Payment

To pay for a Subscription Order as described in an accepted Subscription Agreement, you will need to provide MindArk or, if applicable, a third-party payment processor (the "Payment Processor") with the information necessary to process payment from you, including the billing information requested on the MindArk Solution or the applicable Payment Processor's platform. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor, if any, in addition to these Terms of Use. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay for your Subscription Order via credit card or any other manner then available on the MindArk Solution or applicable Payment Processor's platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within thirty (30) days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We assume that because Subscription Order payments require a valid credit card, only persons age 18 or over are placing Subscription Orders and providing us and/or the Payment Processor with the information requested during the payment process. We and/or the Payment Processor are not liable if your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the MindArk Solution or the Payment Processor's platform (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so); however, you may report any unauthorized use to us or the Payment Processor, and we and/or the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your card. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment.

The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

You must provide current, complete, and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made in your account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services in accordance with any applicable Subscription Agreement.

If the amount to be charged to your billing account varies from the amount you preauthorized (other than due to the imposition or change in the amount of applicable sales taxes), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your payment method of choice. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Pricing and Services

Subscription and Services options displayed on the MindArk Solution may be discontinued or unavailable for any other reason, and prices are subject to change. Except where otherwise indicated, all prices do not include any applicable sales taxes, which will be added to your total purchase price. You are responsible for the payment of any provincial and local sales or use taxes that may apply to your Subscription Order. We will provide you with no less than seven (7) days' notice prior to implementing a change to our prices.

Promotional Offers

We may run promotional offers from time to time on the MindArk Solution. The terms of any such promotion will be posted on the MindArk Solution. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point. Promotional offers may not be available in your jurisdiction.

Ownership of the MindArk Solution

All right, title, and interest, including intellectual property rights, in the MindArk Solution, the source code in the software we use to provide the MindArk Solution (the "Software"), and all other materials provided by us hereunder, and any updates, adaptations, translations, customizations, or derivative works thereof, will remain the sole property of MindArk (or our third-party suppliers, if applicable).

The MindArk Solution and all materials provided by us hereunder are made available or licensed and not "sold" to you.

The Software and all other materials provided by us hereunder, including content we make available through or in the MindArk Solution, are protected by copyright in Canada. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring, or selling any of the MindArk Solution, the Software, or other materials provided by us hereunder, or sharing or granting access in any of the foregoing to any third party for any purpose.

Any use of third-party software provided in connection with the MindArk Solution will be governed by such third parties' licenses and not by these Terms of Use.

"MindArk" is the trade name and mark of MindArk INC. Any trademarks, graphics, or logos appearing in or on the MindArk Solution are the exclusive property of MindArk (or its third-party suppliers) and may not be used in any manner without our express written consent.

All rights not expressly granted to you in these Terms of Use are reserved by MindArk.

Licence to the MindArk Solution

Subject to these Terms of Use, we grant you a non-exclusive