Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services, applications, and websites provided by Mindrail, LLC ("Mindrail," "we," "our," or "us"), including Soully, OmniCanvas, and related services (collectively, the "Services").

1. Acceptance of Terms

By creating an account, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Eligibility

You must be at least 13 years old (or the applicable age of digital consent in your jurisdiction) to use our Services. If you are under 18, you represent that you have your parent or guardian's permission to use the Services. By using our Services, you represent and warrant that you meet these eligibility requirements.

3. Account Registration and Security

3.1 Account Creation

To access certain features of our Services, you may need to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access or security breach

3.2 Account Termination

We reserve the right to suspend or terminate your account if you violate these Terms or engage in conduct that we determine to be harmful to our Services, other users, or our business interests.

4. Use of Services

4.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your personal or internal business purposes.

4.2 Restrictions

You agree not to:

• Use the Services for any illegal purpose or in violation of any laws
• Violate, infringe, or misappropriate the intellectual property or other rights of others
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of the Services
• Use automated means to access the Services without our express written permission
• Transmit viruses, malware, or other malicious code
• Harass, abuse, or harm other users
• Impersonate any person or entity or misrepresent your affiliation
• Use the Services to develop competing products or services

5. User Content

5.1 Your Content

You retain ownership of any content you create, upload, or share through our Services ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and display your User Content solely to provide and improve our Services.

5.2 Content Responsibility

You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that:

• You own or have the necessary rights to your User Content
• Your User Content does not violate any laws or third-party rights
• Your User Content does not contain harmful, offensive, or inappropriate material

5.3 Content Moderation

We reserve the right, but have no obligation, to monitor, review, or remove User Content that violates these Terms or is otherwise objectionable, at our sole discretion.

6. AI-Generated Content

Our Services use artificial intelligence to generate content. You acknowledge that:

• AI-generated content may not always be accurate, complete, or appropriate
• You are responsible for reviewing and verifying AI-generated content before use
• We do not guarantee the quality, accuracy, or suitability of AI-generated content
• AI-generated content may be similar to content generated for other users
• You should not rely solely on AI-generated content for critical decisions

7. Intellectual Property Rights

7.1 Our Rights

The Services, including all content, features, functionality, software, and technology, are owned by Mindrail, LLC and are protected by copyright, trademark, patent, and other intellectual property laws. Our trademarks and trade dress may not be used without our prior written permission.

7.2 Feedback

If you provide us with feedback, suggestions, or ideas about our Services, you grant us the right to use such feedback without any obligation to you.

8. Payment and Subscriptions

8.1 Fees

Certain features of our Services may require payment. You agree to pay all applicable fees as described in our pricing information. All fees are non-refundable unless otherwise stated or required by law.

8.2 Subscriptions

If you purchase a subscription:

• Your subscription will automatically renew unless you cancel before the renewal date
• We may change subscription fees with advance notice
• You authorize us to charge your payment method for recurring fees
• You can cancel your subscription at any time through your account settings

8.3 Refunds

Refund policies vary by product and jurisdiction. Please contact us at [email protected] for refund requests.

9. Third-Party Services

Our Services may contain links to or integrate with third-party websites, applications, or services. We are not responsible for the content, privacy practices, or terms of service of any third-party services. Your use of third-party services is at your own risk.

10. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Services will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy, reliability, or completeness of content

We do not warrant that the Services will meet your requirements or that any errors will be corrected.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINDRAIL, LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or use
• Business interruption or loss of goodwill
• Any damages arising from your use or inability to use the Services

OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) $100.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless Mindrail, LLC and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your User Content

13. Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

13.2 Arbitration

Any dispute arising from these Terms or the Services shall be resolved through binding arbitration in accordance with the American Arbitration Association's rules, except that either party may seek injunctive relief in court for intellectual property disputes.

13.3 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between you and Mindrail, LLC individually. You waive any right to participate in a class action lawsuit or class-wide arbitration.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

15. Termination

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Services will immediately cease. Sections that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, and limitations of liability.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Mindrail, LLC regarding the Services.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control.

17. Contact Information

If you have questions about these Terms, please contact us:

Mindrail, LLC
1111B South Governors Avenue STE 37857
Dover, DE 19904
United States
Email: [email protected]

By using our Services, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.