These Terms of Service ("Terms of Service") govern your purchase, subscription, or use of any paid services, courses, or products provided through the website www.mindioo.com (the "Site"), operated by MINDIOO ("Company," "we," "us," "our"). These Terms of Service apply specifically to transactions, services, and any content provided for a fee, including but not limited to one-time purchases and subscription-based services (collectively, the "Paid Services").By purchasing or subscribing to our Paid Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service, in addition to our Terms of Use, which govern the general access and use of our Site and other related services. These Terms of Service, together with the Terms of Use and the Privacy Policy (collectively ‘‘Legal Terms’’) constitute the full binding agreement between you, whether personally or on behalf of an entity (‘‘you’’, ‘‘Vendor’’ or ‘‘Client User’’) and MINDIOO regarding the use of the Paid Services. In the event of a conflict between these Terms of Service and the Terms of Use, the provisions of these Terms of Service will take precedence with respect to the Paid Services. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.We will provide notice of any changes to these Terms of Service. Your continued use of the Paid Services following any modifications indicates your acceptance of the updated terms. Should you have any questions or concerns, you can contact us at EMAIL to info@mindioo.comPlease ensure you are at least 18 years of age to access the Paid Services.We recommend that you print a copy of these Terms of Service for your records.

PLATFORM OVERVIEW
MINDIOO is a marketplace platform for individuals  seeking courses, coaching, and other personal development services (Client Users) and coaches who offer various services like coaching sessions, courses, e-books, and more (Vendors). The Platform provides access to the Vendors content for use and purchase by the Client Users and tools to assist Vendors with managing their services, including scheduling, communication, and payment facilitation. The use of these tools and services is subject to the fees and charges as outlined on the Site.CLIENT AND COACH INTERACTIONMINDIOO allows Client Users to browse and connect with Vendors offering services through the Site. Vendors set up their profiles and showcase the services they offer (courses, videos, 1:1 coaching sessions), and Client Users can choose the services or Vendors they wish to interact with. MINDIOO does not recruit Client Users on behalf of Vendors nor guarantee any specific business relationships. All interactions between Client Users and Vendors are facilitated through the Site, but MINDIOO does not mediate or enter into the contracts between the two parties. The Site simply provides the space and tools for them to connect and transact. The terms for services offered by Vendors are set independently by the Vendors and agreed upon directly with Client Users. MINDIOO does not vouch for or guarantee the services provided by Vendors.
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‍INDEPENDENT RELATIONSHIP DISCLAIMER
MINDIOO does not offer any coaching advice, services, recommendations, or referrals. Vendors are independent contractors providing their content and services on the Site and are not employees or agents of MINDIOO. Any coaching services provided through the Site are strictly between the Vendor and Client User. MINDIOO is not responsible for the actions or omissions of either party, including but not limited to:Any failure by the Vendor to deliver services as agreed.Any failure by the Client User to pay for services rendered.MINDIOO strongly encourages both Client Users and Vendors to clearly communicate and document the terms of their agreements, but MINDOO is not responsible for ensuring that either party enters into a formal written agreement.

‍DISCLAIMERS OF QUALITY AND WARRANTIES
‍MINDIOO does not vouch for or guarantee the services provided by Vendors and makes no warranty, guarantee, or representation as to the quality, competence, or qualifications of any Vendor. MINDIOO does not verify whether Vendors have appropriate professional credentials or liability insurance coverage. Client Users are encouraged to perform their own due diligence when selecting a Vendor to engage with on the Site.The Site does not guarantee any particular outcomes or results from the services provided by Vendors. All services are provided “as-is” without any guarantees from MINDIOO, and any issues or disputes must be resolved directly between the Client User and Vendor.

‍Client and Vendor Representations
‍By using the paid services on the Site you represent and warrant that:
1. You are of legal age in your jurisdiction to form a binding agreement.
2. Your use of the Site and its services will comply with all applicable laws, including local, state, and federal regulations.
3. You understand that MINDIOO facilitates the transactions between Vendors and Client Users, and is not responsible for the agreements or interactions between users.
4. You understand that MINDIOO is not responsible for ensuring that your interactions or agreements with other users (Vendors or Client Users) comply with legal or professional standards.
5. You accept full responsibility for entering into agreements with other users on the Site.

FEES FOR MINDIOO SERVICES
‍You agree to pay MINDIOO the Site fees and other associated charges (collectively, the “Fees”) described on the Site for use of the MINDIOO platform and services. We accept the payment methods outlined in Section 6 of the Terms of Use, and we process payments using third-party payment services, namely Stripe, and is subject to the subscription type (monthly or annually) or one-time purchases. All Fees are due and payable on the effective date of your subscription to the Site.While we strive to ensure the reliability of these services, MINDIOO is not liable for any issues, delays, or damages arising from the use of these third-party tools, for e.g. our third-party payment gateway Stripe. Both Client and Vendors must comply with the terms of service, privacy policies and other policies of these third-party providers in addition to MINDIOO's Legal Terms.‍

‍MARKETPLACE TRANSACTIONS
‍Payments made by Client Users to Vendors via the MINDIOO billing platform are transferred directly to the Vendor’s payment account (via Stripe), less any platform service fees, processing fees (e.g., credit card transaction fees), and MINDIOO's transaction fee, depending on the type of content purchased. These transaction fees are automatically deducted from each payment.
- Processing/Credit Card Transaction fee: 2%
- Mindioo Transaction Fee for One-time Purchases of Courses: 10%

‍VENDOR PAYOUTS
‍Payments made by Client Users on the Site will appear as pending for up to 7 days before they can be withdrawn to your balance once a payout request has been initiated. Once a payout is initiated, it typically takes 1-5 days to appear in your personal account.If you prefer to opt-in to automatic payouts, when enabled, automatic payouts are initiated on the (*) day of each month.Funds in your account balance already reflect the deduction of the platform fee, payment processing fee and any currency fee. MINDIOO deducts a payout transaction fee when your balance 

‍VENDOR PAYMENT PROCESSING
‍As a Vendor on the MINDIOO Marketplace, you agree to pay the Fees through the Site, including any assignments or services agreed upon through the Site. Vendors must ensure that all payments from Client Users are processed via Stripe through the MINDIOO platform, even if the services expand beyond what was initially posted.In the event a Client User contacts the Vendor in attempts to make payments outside of the Site, the Vendor agrees to notify MINDIOO of any new payment arrangements. If payments are made outside of the Site without prior notification to MINDIOO, both parties waive any payment guarantees, dispute resolution protections, or support from MINDIOO.

‍PAYOUT FEES
‍Table of Charges for Vendors paying out in US DollarsTable of Charges for Vendors paying out in other currencies

‍REFUNDS
‍Unless otherwise specified in Section 8 (Refunds Policy) of the Terms of Use, all Fees are non-refundable, non-creditable, and non-cancelable.

‍CHANGES TO FEES
‍MINDIOO may update or change the platform service Fees on an annual basis, starting one year after your acceptance of these Terms of Service. You will receive at least 30 days' advance notice of any such fee changes. These changes will automatically go into effect unless you terminate your use of the Site in accordance with Section 7 of the Terms of Use.‍

‍TAXES AND OTHER CHARGES
‍All Fees and payments made under these Terms of Service are exclusive of applicable taxes and duties. You are responsible for paying any sales, use, excise, or similar taxes imposed by federal, state, or local authorities on the use of the services.

‍PLATFORM CIRCUMVENTION
‍All monetary transactions between Vendors and Client Users must be conducted exclusively through the MINDIOO Site. Any attempt by Client Users to bypass the MINDIOO Site’s payment system and make payments outside of the Site will result in permanent account suspension for both the Client User and any Vendor involved. Such suspension will result in the forfeiture of any active subscriptions or purchases, and will restrict the Vendor’s ability to access, manage, or monetize their content on the Site. Additionally, any earnings associated with circumvented transactions will be relinquished.

‍ASSISTANCE WITH PAYOUTS
‍If you need any assistance with locating a payout or fixing an issue with a payout, please submit a request for one-on-one assistance to our email at info@mindioo.com 

VENDOR REGISTRATION AND ACCOUNT SETUP
‍Vendors must apply for and create an account to upload and sell content in various forms (‘‘Content’’) including courses, e-books, videos, podcasts, and 1:1 coaching sessions on the Site. By registering as a Vendor, you agree to abide by both the Terms of Use and these Terms of Service.You are responsible for providing accurate, current, and complete information during the registration process. This includes your business name, contact information, payment details, and any other information required to set up your profile.After registration, we will review your application. We reserve the right to approve or deny any Vendor registration at our sole discretion, based on our Site's quality standards.We reserve the right to approve or remove any Vendor content on the Site.

‍VENDOR PROFILE AND CONTENT UPLOAD
Vendor’s retain full ownership of all intellectual property rights associated with their uploaded Content. All Content must be accurately described and of high quality, ensuring it complies with applicable laws, including but not limited to intellectual property, consumer protection, and data privacy laws. The following categories is considered prohibited content: Adult content and services: Content that contains nudity or explicit sexual acts (e.g. subscriber-only nude images, adult audio/video live chat);Intellectual property or proprietary rights infringement: Copyright-infringing content (e.g. leaked music albums);Violent extremism: Content that “engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic”.

‍License to MINDIOO: By uploading Content, you grant MINDIOO a limited, non-exclusive, revocable license to display, distribute, and make your Content available to Client Users on the Site solely for the purpose of facilitating transactions. This includes the right for MINDIOO to advertise and market your Content, including courses, e-books, videos, and other materials, in any format and through any channels deemed appropriate, such as promotional emails, social media posts, website banners, and featured listings. MINDIOO may also use your name, likeness, and trademarks in connection with promotional activities related to your Content to attract customers to the Site and enhance visibility, as well as showcase your Content in various formats, including promotional materials, tutorials, or highlights that illustrate the value of your offerings to registered and potential future Client Users. MINDIOO will not copy, modify, distribute, sell, resell, or otherwise exploit your Content for any other purpose without your explicit written consent. This license is granted for the duration that the Content is available on the Site and will be revoked when the Content is removed, unless otherwise required to fulfill ongoing transactions.

By uploading any Content, you represent and warrant that:
The Content is original and does not infringe on any third-party rights (including copyright, trademark, or intellectual property rights).
The Content is accurate, up-to-date, and provided in good faith.The Content complies with all applicable local, national, and international laws and regulations, including but not limited to regulations concerning the provision of personal development, holistic therapy, or coaching services.
The Content, if health or wellness-related, does not constitute medical advice and is clearly marked as informational or educational in nature.Vendor are solely responsible for ensuring that their uploaded
Content is legal and appropriate for the Site. MINDIOO reserves the right to review, remove, or request edits to any Content that violates the Legal Terms, or applicable laws or any other Site agreements and policies.
‍In addition, Vendors must comply with the content upload rules outlined in the User Generated Contributions section of the Terms of Use, which apply to all users providing their own contributions to the Site. Please refer to Section 11 of the Terms of Use for further details.

‍Vendor Responsibilities for 1:1 Coaching Sessions
‍If offering 1:1 sessions, Vendor must ensure that all sessions are conducted professionally, ethically, and in compliance with any applicable certification or licensing requirements related to their field (e.g., life coaching, holistic therapy). Vendor must clearly define the terms of any 1:1 sessions, including duration, and how sessions will be delivered (e.g., via video call). The Vendor is responsible for managing their own bookings, cancellations, and session delivery, unless specified otherwise by the Site.Vendors are responsible for ensuring the confidentiality and security of any sensitive information and data shared with them by Client Users during their sessions or through the Site. This includes adhering to industry standards for data protection and complying with all applicable data protection laws. MINDIOO is not responsible for any breaches of data security arising from Vendors’ handling of data

‍Vendor Content Management and Updates
‍Vendors are expected to regularly update their Content to reflect accurate information and provide users with the most current resources.Any changes to course material, pricing, or service offerings must be updated promptly within the Vendor’s profile. Vendor are responsible for managing their Content, and users will be notified of major updates as deemed necessary by MINDIOO.

Failure to comply with the Legal Terms, or applicable laws may result in suspension or termination of the Vendor’s account without prior notice.

Access to Vendor Content
‍As a Client User, you may purchase, subscribe to, or access a variety of Content and services provided by Vendor, including e-books, video courses, podcasts, and 1:1 coaching sessions. By purchasing or accessing Content, you agree to these Service Terms and the Site’s Terms of Use.

Client Users are responsible for reviewing the Vendor's profile, content descriptions, and any applicable terms related to the specific services or content they wish to purchase. MINDIOO DOES NOT GUARANTEE THE ACCURACY, QUALITY, OR LEGALITY OF CONTENT PROVIDED BY THE VENDOR.

‍Content Formats and Accessibility
‍Content may be delivered in various formats and must be accessed through the Site. It is your responsibility to ensure that you have the necessary devices and software to access the content in the format provided.Certain content may be available for download, while other content may only be accessible via streaming or in-session delivery. The terms for content access (e.g., lifetime access, subscription-based, or time-limited) will be clearly defined for each product or service offered by Vendor or on the Site.

‍1:1 Coaching Sessions
‍Client Users can book 1:1 coaching sessions directly with Vendors through the Site. The terms for these sessions, including the time and delivery method (e.g., video call), will be set by the Vendor and should be reviewed carefully before booking.It is the Client User’s responsibility to attend scheduled sessions and communicate with the Vendor regarding any cancellations or rescheduling, based on the Vendor's individual policies.

‍User Conduct and Compliance
‍When engaging with Vendor or accessing content, users must adhere to these Terms of Service and the Terms of Use and maintain appropriate behavior in all interactions. Any form of abusive, disruptive, or inappropriate conduct may result in the suspension or termination of the user’s access to the Site.Users are prohibited from sharing, distributing, or reselling any content obtained through the Site unless explicitly allowed by the Vendor's terms.

‍Disclaimer of Vendor Liability
‍While we work to ensure that Vendor on the Site are of high quality, MINDIOO does not assume responsibility for the actions, qualifications, or content provided by individual Vendor. Users must exercise their own judgment when purchasing or engaging with Vendor-provided services, and if required, must enter into a formal written agreement with the Vendors to dictate their terms of engagement, however MINDIOO is not responsible for enforcing or ensuring that the Client user and Vendor enter into this formal agreement. 

‍MINDIOO is not liable for any losses, damages, or disputes arising from the use of Vendor content or services, including 1:1 coaching sessions, unless such issues are the direct result of our Site’s failure to uphold their Legal Terms.

DISPUTES BETWEEN USERS
‍MINDIOO is not a party to, nor responsible for, any agreements, disputes, or interactions between Vendors and Client Users. Any disputes arising from the agreements between users should be resolved between the respective parties, and MINDIOO will not mediate or intervene in such disputes. Coaches and clients are encouraged to establish written agreements that clearly outline the terms of their services. Each party is responsible for ensuring that their agreements comply with the laws applicable to their jurisdiction. The governing law and jurisdiction for any disputes between Vendors and Client Users should be agreed upon between the respective parties in their independent agreements. MINDIOO does not dictate the governing law for such agreements and is not responsible for any legal conflicts that may arise.

‍DISPUTES AGAINST MINDIOO
‍Any disputes related to your use of the MINDIOO Site, including disputes regarding payment processing, account termination, or access to services, or any other disputes against us, are governed by the Governing law and Dispute Resolution clauses in our Terms of Use. Please refer to Sections 19 and 20 of the Terms of Use for those provisions.