Terms of Service

1. "Minded Account" means the account on the Site you register and open in order to access and use the Solution.
2. "Fees" mean the fees applicable to your use of the Solution and/or Expert Services in accordance with the applicable offering as included in our pricing notice included in the Solution or our website or, if applicable, as set forth in our SOW.
3. "Generation Request" means an interaction that is initiated by You with the Natural Language Builder to generate or edit an AI Agent.
4. “AI Agent” means a digital “entity” configured via the Dashboard to execute Automation Tasks by interacting through natural language (text or voice) and performing digital actions based on context, data access, and business logic.
5. “Automation Tasks” mean the discrete business processes or workflows that an AI Agent is built to operate, that may include, but are not limited to, custom support ticket responses, AI assistant to salespeople, marketing automation workflows or other business activities.
6. “Customer Data” means the data provided by You for processing by the Solution or AI Agents.
7. “Dashboard” means the interface enabling You to configure, deploy, monitor, track performance of, and manage AI Agents.
8. “Natural Language Builder” means the interface that generates and configures AI Agents from natural language inputs, including but not limited to documentation, Automation Task references, and third‑party data to improve precision.
9. “Qualified Tasks” mean a subset of Automation Tasks that meet predefined criteria mutually agreed upon by the parties and reflected within the Dashboard. The tagging of Automation Tasks as Qualified Tasks shall be made visible to You via the Dashboard and may be used for reporting, performance assessment, and billing purposes.
10. “SDK” means a Software Development Kit (SDK) for developing, integrating and maintaining AI Agents.
11. “Solution” means a Software as a Service (SaaS) platform that enables You to execute Automation Tasks by provisioning, orchestrating, and managing AI Agents via Dashboard, the SDK or Generation Request.  The Solution includes also the Dashboard and the SDK.

1. In order to access and use the Solution, you must register for a Minded Account. You must provide and maintain accurate, current, and complete Account Information.
2. Only if You signed a written statement of work (“SOW") with us or registered for a Minded Account You may use the Solution.
3. We reserve the right at any time to unilaterally modify the Terms and to impose new or additional terms or conditions on your use of the Solution.

1. We hereby grant You with a non-exclusive, non-sub-licensable, non-assignable right to use the Solution during the term set forth in the SOW. 
2. When using the SDK, You may create and provide Minded with integrations with Your systems, via API or alternative means, in order to provide access to the Customer Data to the AI Agents and, at its election, provide the AI Agents with authorization to perform certain actions (e.g. read, write, send emails, start a process etc.).

Each party hereby warrants and represents that it is authorized to enter into this Agreement. You warrant and represent that: (i) it is authorized to process the Customer Data through the Solution and grant access to Minded and has obtained all required permits, consents and authorizations from the data subjects in respect thereof or otherwise established another valid legal basis for processing such data; (ii) it shall create and use AI Agents in compliance with all applicable laws.

In consideration for the Solution and Expert Services You shall pay Minded the Fees. Fees paid are non-refundable, and payment obligations are non-cancelable. The fees are exclusive of sales tax or other taxes, which will be borne by You (except for taxes on Minded’s income). Unless otherwise set forth in the SOW, Fees shall be paid within thirty (30) days of Minded’s invoice. Without prejudice to its other remedies, Minded shall have the right to charge interest on any overdue invoices at the rate of 1½% per month (or the maximum rate permitted under applicable law, if lower) from the date when payment of the invoice becomes due for payment up to and including the date of actual payment.

Each party (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the other party (“Disclosing Party”) whether in tangible or intangible form (“Confidential Information”). Without derogating from the foregoing, the emails provided by Design Partner shall be deemed as Design Partner’s Confidential Information and the Solution and terms of the Agreement shall be deemed as Confidential Information of Minded. Receiving Party may use the Confidential Information solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and who are bound by written confidentiality obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; (ii) information that was already in the possession of the Receiving Party before disclosure herein; and (iii) information disclosed to Receiving Party by any third party who is not subject to confidentiality restrictions. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information that it is required to disclose pursuant to applicable laws or an order of any competent authority or court, provided that Receiving Party shall, if permitted by law, notify Disclosing Party in advance of such disclosure in order to enable Disclosing Party to seek confidential treatment or a protective order and shall disclose only that portion of the Confidential Information that is required by law. 

Minded shall process personal information in accordance with its privacy policy, available at: https://www.minded.com/privacy, as may be modified by Minded from time to time.

1. You retain all right, title and interest in and to the Customer Data, which shall remain owned by You.
2. The Solution and any technology used by Minded in order to provide the services, Minded Confidential Information and all improvements, enhancements and derivatives of any of the foregoing and all intellectual property rights thereto ("Minded IPR") are exclusively owned by Minded and/or its licensors. You hereby grant Minded with a perpetual, irrevocable, royalty-free right and license to use and exploit all feedback and suggestions provided to Minded regarding the Solution (“Feedback”) without any restrictions. All settings, configurations, prompts, code added or written on the Minded platform and any other material used by You to create or define the AI Agents, shall be deemed as Feedback. This Agreement does not convey to You any right, title or interest in the Minded IPR except for the license to use the Solution pursuant to Section 3. All output generated by the AI Agents shall be owned by You, however, You acknowledge that other customers and partners of Minded may generate and therefore own similar or identical output, especially if they use similar definitions and prompts.

1. Minded shall defend You against any third-party claim or demand alleging that the Minded Solution infringe the intellectual property rights of a third party (for the purposes of this Section, “Claim”). Minded shall indemnify and hold You harmless against any damage, loss or liability arising from a Claim and finally awarded in judgment or agreed in settlement. Minded shall have no liability or responsibility for the AI Agents or the materials or code used to create or define them.  
2. You shall defend Minded against any third party claim or demand alleging that the transfer and use of Customer Data and any code used for the AI Agents, as contemplated herein, violate or infringe any laws or the rights of any third party, including data subject or intellectual property rights (for the purposes of this Section, “Claim”). You shall indemnify and hold Minded harmless against any damage, loss or liability arising from a Claim and finally awarded in judgment or agreed in settlement.
3. The indemnified party shall: notify the indemnifying party of a Claim, promptly after becoming aware thereof; render full control over the defense and settlement of the Claim to indemnifying party; and provide reasonable assistance in the defense at indemnifying party’s expense. 

EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES AND THE SOLUTION ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MINDED DOES NOT WARRANT ANY SPECIFIC RESULT FROM USE OF THE SOLUTION OR AI AGENTS. AI AGENTS AND GENERATED TASKS OR CONTENT SHALL BE USED AT YOUR RISK.   

EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATION HEREIN, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR LOSS OF DATA. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY AND THE INDEMNIFICATION OBLIGATION HEREIN, MINDED'S OR ITS AFFILIATES’ AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU      TO MINDED HEREIN DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

Either party may use the other party’s name and logo on its website and other marketing materials and presentations in order to refer to this engagement. 

1. This Agreement shall be in force for the term set forth in the SOW (“Initial Term”). At the end of the Initial Term and each renewal term, the term of the Order shall automatically renew for additional twelve (12) months periods, unless either party notifies the other party in writing of its election not to renew the Agreement at least thirty (30) days prior to the renewal date. 
2. Notwithstanding the termination or expiration of this Agreement, Sections 4-6 and 8-12, 13.2 and 14 shall survive and remain in effect in perpetuity. Upon termination or expiration of this Agreement Each party shall delete or return, at the other party’s discretion, all Confidential Information of the other party. Minded does not provide backup for Your responses generated by the Solution.

(i) This Agreement and the SOW is the entire agreement between You and Minded in respect of the subject matter herein and this Agreement shall not be modified except as provided herein; (ii) this Agreement shall be construed and governed in accordance with the laws of and be subject to the exclusive jurisdiction of: (i) if You are registered in the USA, the State of Delaware, USA and the Federal and State courts of Delaware, USA; and (ii) if You are registered anywhere else in the world, the State of Israel and the competent courts of Tel Aviv-Jaffa, Israel, and each party hereby submits itself to the exclusive jurisdiction of these courts; (iii) neither party may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement to any third party without the prior written consent of the other party. Any unauthorized assignment will be void and of no force or effect. Notwithstanding the foregoing, Minded may assign and transfer all of its rights and obligations herein in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets; (iv) unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than You      and Minded, any rights, remedies or other benefits under or by reason of the Agreement; (v) no failure or delay by either party in exercising any right, power or remedy shall operate as a waiver thereof. Waivers must be explicit and in writing.