Last updated on March 19, 2025

1. Scope of Agreement
These terms (the “Terms of Service”) govern your use of the Keepr app (together with the services enabled by the Keepr app, “Keepr”), associated personal alcohol monitoring devices offered by us (referred to herein as “Keepr Device(s)”), subscriptions and support services, and any related current or future products and services (together, the “Offerings”) of Mindr and our corporate affiliates (referred to together and interchangeably as “we,” “us, “our” or “Mindr”), unless we provide such other products or services to you under separate terms and conditions. “Keepr” also includes any updates or other modifications to the Keepr app that we may release and provide as optional or required software updates for such app.

1.1 If you use or subscribe to any of our Offerings, including on a trial or no-charge basis, you are agreeing that these Terms of Service apply to you and you understand they are a binding legal agreement between you and us. Please review these Terms of Service carefully. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE KEEPR OR ANY OF OUR OTHER OFFERINGS.

THESE TERMS OF SERVICE CONTAIN A BINDING INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS WITH RESPECT TO ANY DISPUTES. PLEASE BE SURE THAT YOU AGREE TO THOSE TERMS BEFORE YOU USE ANY OF OUR OFFERINGS.

1.2 Your use of our Offerings is also subject to the Keepr General Privacy Notice and State Privacy Notices.

2. Disclaimer Regarding Use of Our Offerings and Breath Alcohol Measurement Data

DRINKING ANY AMOUNT OF ALCOHOL AND DRIVING OR OPERATING DANGEROUS EQUIPMENT IS NOT SAFE. OUR OFFERINGS SHOULD NOT BE USED TO DETERMINE IF (1) YOU SHOULD OPERATE A MOTOR VEHICLE OR EQUIPMENT OR ENGAGE IN ANY OTHER ACTIVITY THAT MAY PUT YOU OR OTHERS AT RISK OR (2) YOUR BLOOD ALCOHOL CONTENT IS WITHIN ANY LEGAL LIMIT APPLICABLE TO DRIVING OR OTHER ACTIVITIES YOU ENGAGE IN. ANY DECISIONS AND/OR ACTIONS TAKEN BASED ON INFORMATION OBTAINED FROM OUR OFFERINGS ARE MADE ENTIRELY AT THE USER’S OWN RISK.

3. Creating and Securing your Account
You will need to register for a user account (“Account”) on our Offerings to subscribe to and use some of our Offerings. You agree to provide us with accurate, complete and updated Account information. Failure to do so will be a breach of these Terms of Service, and may result in us terminating your Account and access to our Offerings with or without notice to you. You agree to keep your Account password confidential. You are fully responsible for all activities that occur under your Account, even if such activities or uses were not committed by you. Mindr will not be liable for any loss or damage arising from unauthorized use of your password or your Account, or from your failure to comply with this paragraph.

By creating an Account, you are representing to us that you are at least 15 years old, and you are not prohibited from receiving products of U.S. origin, including services or software. If you are under the age of 18, you also represent that your legal guardian has reviewed and agreed to these Terms of Service.

4. License Terms for Using Your Account and our Offerings

Subject to your compliance with these Terms of Service, including the license limitations below, we grant you a limited, non-exclusive, non-transferable and revocable license to download and use the Keepr app, your Account, and our related Offerings solely for your lawful, personal and non-commercial purposes.

4.1 License limitations

As a condition of your license to use our Offerings, you will not:

a)  Create an Account using a false identity or information, or on behalf of someone other than yourself;

b)  Attempt to obtain or control the password or use the Account of any other user of our Offerings;

c)  Sell, offer to sell, distribute or otherwise provide access to your Account or any part of our Offerings to anyone else;

d)  Attempt to gain unauthorized access to any Account or to the Offerings or the software, equipment and networks used by us to provide the Offerings;

e)  Disable, hack, circumvent, or misuse any part or feature of the Offerings, or attempt to do any of the foregoing;

f)  Take any action or assist anyone in any action that harms or limits the security, stability or proper operation of any of our Offerings or their availability and proper performance for any other user. This includes without limitation any distribution of any virus, cheat code, denial of service attack, or any other activity reasonably anticipated to disrupt our Offerings;

g)  Use your Account or our Offerings for any unauthorized or illegal purpose or to do anything that violates any applicable laws, rules, or regulations, or directs or encourages others to engage in any such conduct;

h)  Harass, abuse, or harm, or advocate or incite harassment, abuse or harm of another person or group, including our customer service team, other personnel, or other users of our Offerings;

i)  Post, promote or transmit in connection with your Account or our Offerings any communication or information that is false or misleading, or that is abusive, threatening, violent, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;

j)  Make available through your Account or our Offerings any material that (i) you do not own or have the right to use, or (ii) infringes the intellectual property rights of others, or (iii) violates a person’s privacy rights, or (iv) contains the confidential or proprietary information of anyone else;

k)  Transmit unauthorized communications through any Offerings, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items;

l)  Bypass any robot exclusion headers or other measures we use to protect our communications and technology infrastructure and control access to and use of our Offerings; or

m)  Reverse engineer, decompile or disassemble the technology used by us to provide the Offerings, except if and as expressly permitted by applicable law.

4.2 Reservation of Rights
The Offerings and all technology, methods and content contained in or accessed through the Offerings are protected by United States and international intellectual property and other relevant laws. By using the Offerings, you do not acquire any rights in or to our trademarks, our copyrighted materials, or our technology, methods and content contained in or accessed through the Offerings.

5. Keepr End User Roles and Sharing of Keepr-Related Reports

5.1 Self User, Standard Contact and Authorized Contact Roles
Keepr supports two types of end uses: (a) for personal use of the Keepr app’s testing-related recordkeeping and monitoring services (“Self User” or “User”); and (b) for use by others as a “Standard Contact” or “Authorized Contact” of a Self User. A Self User can grant permissions to a Standard Contact to have it monitor and track the Self User’s use of the Device and Offerings, including but not limited to live location data, breath sample results, and other information the User permits. Authorized Contacts have the same capabilities as a Standard Contact, except Authorized Contacts can also schedule breath samples from the Self User and view any changes to permissions the Self User grants them. Self Users can change permissions they grant to a Standard Contact or Authorized Contact at any time. Each Self User, Standard Contact or Authorized Contact must establish a separate Account and use the Offerings only under his or her own Account. For clarity, these Terms of Service apply to Self Users, Standard Contacts and Authorized Contacts.

5.2 Responsibilities; User Disputes
You are solely responsible for your interactions with other users through our Offerings and for all of your communications in connection with the Offerings. Without limiting this principle, Self Users are responsible for selecting any Authorized Contacts or Standard Contacts they choose to interact with in connection with the Offerings and for their communications with such Authorized Contacts or Standard Contacts; and Authorized Contacts and Standard Contacts are responsible for selecting who they intend to interact with in connection with the Offerings and for their communications with them. If there is a dispute between you and any other user of our Offerings, or anyone else in connection with our Offerings, you agree that Mindr has no obligation to become involved, and you hereby irrevocably release us from claims, demands and damages of every kind or nature arising out of or in any way related to such dispute. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.”

5.3 Sharing Information via the Keepr App
Self Users have the option to enable an Authorized Contact or Standard Contact to monitor their testing activities, live location, breath sample results and other selected information via the Offerings. Self Users fully control the information that an Authorized Contact or Standard Contact can monitor, and these permissions can be changed at any time by the Self User. Self Users also have the option of sending reports of their information outside of the Offerings (“Reports”) via email. These Reports consist of the Self User’s breath sample results, account creation date, and other identifying information based on their use of the Offerings. Only the Self User can create and initially share Reports. You, as a Self User, may in your discretion choose to allow the monitoring of your testing and location activities and/or to share a Report with anyone you may choose, using email or other communications methods supported by Keepr.

YOU ARE SOLELY RESPONSIBLE FOR ANY ACTION YOU TAKE TO SHARE ANY REPORT OR OTHER INFORMATION DERIVED FROM THE USE OF OUR OFFERINGS WITH AN AUTHORIZED CONTACT, STANDARD CONTACT OR ANYONE ELSE, AND FOR SELECTING SPECIFICALLY WHAT YOU SHARE AND HOW YOU DESCRIBE IT. WE HAVE NO RESPONSIBILITY FOR ANY USE OR MISUSE OF ANY REPORT OR OTHER INFORMATION YOU CHOOSE TO SHARE VIA OR IN CONNECTION WITH OUR OFFERINGS. IF YOU RECEIVE A REPORT OR OTHER INFORMATION FROM ANOTHER USER OF OUR OFFERINGS, DIRECTLY OR INDIRECTLY, YOU MUST DETERMINE AND COMPLY WITH THAT USER’S INSTRUCTIONS REGARDING USE AND DISCLOSURE OF THAT REPORT OR OTHER INFORMATION. WE HAVE NO RESPONSIBILITY FOR ENSURING SUCH COMPLIANCE, OR THAT THE USER’S INSTRUCTIONS ARE CLEAR OR ACCURATE.

5.4 Your Communications
Whenever you email, transmit or otherwise share any text, photo, breath sample results, location data or any other content or information via our Offerings (together, “Your Content”), you hereby represent that Your Content (a) does not include anyone else’s confidential information; (b) does not violate any applicable laws, contract obligations or third-party rights, and that you have permission from anyone whose personal information or intellectual property is included in Your Content; (c) does not include any spyware, virus or other malicious code; and (d) does not in any way violate your obligations under the License Limitations above. Without limiting your liability or our remedies for any violation by you, we may, but are not obligated to, monitor, refuse to transmit or delete any of Your Content.

5.5 Privacy Statement
Please review Keepr’s General Privacy Notice and State Privacy Notices for additional terms regarding Your Content, Reports, how your information is shared and our processing of these and other personal information.

6. Fees and Other Costs

6.1 Payment for Subscription Services
To subscribe to one of our Offerings, you will need to supply us or our designated e-commerce services provider (e.g., Shopify Inc.) certain payment information such as your credit card number, the expiration date of your credit card and your billing address. By providing this information, you represent and warrant that you have the legal right to use the designated credit card or other payment method in connection with any transaction related to our Offerings (including upon any renewal), and you irrevocably agree that we or our designee can provide such information to third parties for purposes of facilitating the completion of the applicable transactions. If your credit card, payment, or billing information changes, you must promptly update it (using the functionality provided for this purpose within the Offerings). The applicable fees for our subscription Offerings are provided when you select a subscription via Shop.

6.2 Late Payments and Collection
By subscribing to any of our Offerings, you agree to pay in full in accordance with the subscription terms for that Offering. For all amounts past due, we may assess and collect late payment fees of the lower of (a) 1.5% per month or (b) the maximum amount permitted by applicable law. If we hire an attorney or collection agency to secure payment of any amount due, you will be responsible for reimbursing us for all reasonable attorneys’ fees and costs associated with collection of such past due amounts.

6.3 Your Responsibility for Separate Costs
You are responsible for acquiring and maintaining a Keepr Device and any other devices and services necessary to use our Offerings. For our Keepr app, this includes a mobile phone or similar device that is compatible with our Offerings, and communications services from a mobile carrier and/or internet service provider. You are responsible for paying all third party fees, such as fees to a mobile carrier and/or internet service provider, that you incur in connection with our Offerings.
6.4 Purchases of Keepr Devices
Please see our Device Purchase Terms for additional terms and conditions that apply to your purchase of Keepr Devices for use as part of our Offerings.

7. Keepr Subscription Service Autorenewal; Cancellations

7.1 Autorenewals
We will automatically renew your Keepr subscription based on the term you select when you first purchased your subscription. For example, if you purchase a six-month subscription, we will automatically renew your subscription every six months. With each autorenewal, you will be automatically charged the appropriate subscription fee using the payment method you provided when you first registered for your subscription, unless you cancel your subscription before the end of your current subscription term.

(a) Cancellation by You
You may cancel your subscription to the Keepr app at any time by logging into your Account and managing your subscription here or by contacting us here. If you cancel, we’ll stop providing you access to the Keepr app at the end of the period for which you have paid. For example, if you have a six-month subscription and you cancel during your six-month term, your access to the Keepr app will stop at the end of the six-month subscription term. If you don’t cancel, we will continue charging you your recurring subscription fee as described in Section 7.1 above.

(a) Deadline for Stopping a Monthly Charge
We need at least 5 business days’ prior notice to cancel your Keepr app subscription. For example, if your subscription term ends on the 14th of a month and it’s a Saturday, let us know you are canceling it on or before the 9th of the month. Otherwise, your subscription will auto-renew for another month and we will process the charge on the 14th of the month.

(b) Cancellation Method
You can cancel your Keepr app subscription by logging into your Account here or by contacting us here.

(c) Subscription Payments are Non-Refundable
We do not refund subscription payments, but you can exercise your cancellation rights to stop paying as of the next subscription term, as described above. However, we will provide you with access to the Keepr app until that paid-up service period expires, after which we may purge the information in your Account according to our retention schedule found in our State Privacy Notices and the terms of Sections 7.3 and 7.4 below will apply.

7.2 Termination for Breach. We reserve the right to suspend or terminate your access to some or all parts of our Offerings, including the Keepr service, and/or terminate your Account and this agreement if (i) you violate these Terms of Service, (ii) we suspect that you have engaged in any illegal or unauthorized use of an Offering, (iii) you engage in any abusive, threatening or harassing behaviors in your communications with our customer support agents, other personnel or other users of our Offerings, or (iv) we are required to do so by a court order or other legal requirement.

7.3 Consequences of Termination or Cancellation. Upon cancellation, suspension or termination of your Account or access to Keepr or our other Offerings, you will not be able to access and download content or information stored on our systems, and we may in our discretion delete any and all such content and information. You do not have an ownership of or property interest in your Account, and we do not have any obligation to compensate you for termination of your Account or loss of access to any content and information via our Offerings.

7.4 Continuation of Certain Terms. If you or we cancel and/or terminate our agreement with you under these Terms of Service (including if we terminate your Account or access to the Offerings), the parts of these Terms of Service that can reasonably expected to stay in effect will continue to be binding on both Mindr and you. For example, but not by way of limitation, your obligation to make any payments that you have not made before termination, and the Terms of Service provisions that limit our liability and apply to dispute resolution between us, will continue to apply even after termination of your use of the Offerings and of our agreement with you.

7.5 Modifying and Discontinuing our Offerings. Our Offerings will continue to evolve over time. From time to time, we may require that you accept a software update from us in order to continue using an Offering, or we may discontinue offering or supporting our Offerings, or parts of them, on either a permanent or temporary basis. We will use commercially reasonable efforts to post notice in advance of such modifications, suspensions or terminations within the affected Offerings. If we stop providing the subscription service during a period for which you have prepaid for Keepr, we will refund you the part of your prepaid subscription fee that reflects the portion of your prepaid period in which the Keepr service is no longer available.

8. DISCLAIMERS / LIMITATIONS / WAIVERS / INDEMNIFICATION

8.1 We Do Not Provide Medical Care, Medical Advice or Determinations regarding a User’s Capacity
Although our Offerings may provide ways for you to share certain information with your health care providers or others, the Offerings are not intended for clinical purposes, to diagnose or treat a medical or health condition, or to provide medical advice or as a substitute for diagnosis or treatment. Always seek the advice of a qualified medical professional for questions regarding medical conditions. INFORMATION OBTAINED VIA THE OFFERINGS IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. USE AT YOUR OWN RISK. NO KEEPR DEVICE, AND NO OFFERING OR INFORMATION OR SERVICE FACILITATED BY THE OFFERINGS, IS INTENDED TO BE, AND YOU MUST NOT BE TAKE IT TO BE, THE PRACTICE OF MEDICINE OR THE DELIVERY OF MEDICAL CARE.

WE ARE NOT RESPONSIBLE FOR HOW YOU ELECT TO USE OR SHARE INFORMATION YOU OBTAIN FROM USING OUR OFFERINGS, FOR THE ACCURACY OR RELIABILITY OF THIS INFORMATION, OR FOR ANY COURSE OF ACTION OR DECISIONS YOU MAY CHOOSE BASED ON INFORMATION OBTAINED VIA THE OFFERINGS. ANY ACT OR FAILURE TO ACT BASED ON THE USE OF A REPORT OR DATA FROM A KEEPR DEVICE OR OTHERWISE PROVIDED BY THE OFFERINGS IS AT THE USER’S OWN RISK. Mindr DOES NOT MAKE ANY WARRANTIES THAT ANY KEEPR DEVICE, INFORMATION WITHIN THE KEEPR APP OR USE OF THE OFFERINGS IS USEFUL OR RELIABLE IN DETERMINING IF, OR THE EXTENT TO, A TEST SUBJECT’S JUDGMENT OR CAPABILITIES MAY BE IMPAIRED BY BLOOD ALCOHOL, INCLUDING WHETHER THE TEST SUBJECT QUALIFIES AS INTOXICATED IN ANY CONTEXT IN WHICH THAT OR A SIMILAR TERM MAY BE RELEVANT.

MINDR DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR HARM OR OTHER CONSEQUENCES TO OR IN CONNECTION WITH USERS OF ANY KEEPR DEVICE AND ARE SUBSEQUENTLY FOUND TO HAVE BEEN UNDER THE INFLUENCE OF ALCOHOL OR TO HAVE HAD THEIR JUDGMENT OR ANY MENTAL OR BODILY FUNCTION IMPAIRED BY ALCOHOL. ACCURACY OF INFORMATION PROVIDED BY KEEPR DEVICES IS AFFECTED BY MANY VARIABLES, INCLUDING WITH WITHOUT LIMITATION WHETHER THE TEST SUBJECT COMPLIED WITH ALL INSTRUCTIONS AND USAGE RESTRICTIONS SPECIFIED BY Mindr WITH RESPECT TO THEIR KEEPR DEVICE, WHETHER THE DEVICE HAS BEEN DAMAGED OR TAMPERED WITH, ENVIRONMENTAL FACTORS (E.G, TEMPERATURE, AIR QUALITY, WIND, HUMIDITY, TEMPERATURE, ETC.) AND THE TEST SUBJECT’S HEALTH, METABOLISM AND OTHER FACTORS RELATED TO PHYSICAL CONDITION.

8.2 FURTHER DISCLAIMERS OF WARRANTIES

EXCEPT FOR ANY SEPARATE LIMITED WARRANTY THAT MAY BE INCLUDED WITH A KEEPR DEVICE THAT YOU HAVE PURCHASED, AND SUBJECT TO APPLICABLE LAW, THE KEEPR APP AND OFFERINGS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. Mindr DOES NOT REPRESENT THAT (A) YOUR USE OF ANY OF THE OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY KEEPR DEVICE OR OTHER OFFERING WILL BE ACCURATE OR RELIABLE. UNDER NO CIRCUMSTANCES WILL Mindr, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SHAREHOLDERS, PARENT COMPANIES, SUCCESSORS, ASSIGNS, VENDORS OR PARTNERS (THE “MINDR PARTIES”) BE LIABLE TO YOU OR ANY PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR INTERRUPTION OF BUSINESS ACTIVITIES) WHETHER OR NOT NOTICE OF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN PROVIDED, AND WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, WARRANTY, TORT OR ANY OTHER LEGAL THEORY.

8.3 LIMITATIONS; WAIVERS OF LIABILITY

THE TOTAL LIABILITY OF Mindr AND ANY Mindr PARTY FOR ANY CLAIM RELATED TO THE OFFERINGS OR THESE TERMS OF SERVICE WILL NOT EXCEED $100. THIS LIMITATION APPLIES TO ANY DAMAGES, LIABILITY OR INJURIES INCLUDING BUT NOT LIMITED TO THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, INACCURACY, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, VIRUS, COMMUNICATION FAILURE, OR VIOLATION OF ANY PERSONAL OR PROPRIETARY RIGHTS, AND WHETHER BASED ON BREACH OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION.

YOU ACKNOWLEDGE AND AGREE THAT, SUBJECT TO APPLICABLE LAW, THE LIMITATIONS AND DISCLAIMERS OF LIABILITY IN THESE TERMS OF SERVICE APPLY TO ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, KEEPR DEVICES AND ALL OTHER OFFERINGS UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION. THIS INCLUDES, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT Mindr WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE OFFERINGS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY BE ENTITLED TO APPLICABLE STATUTORY RIGHTS AS ANY CONSUMER.

8.4 Indemnification

You agree to defend, indemnify and hold the Mindr Parties harmless from and against any loss (actual or consequential), demand, damage (direct or indirect) and expense (including attorneys’ fees) (collectively, “Losses”) arising from claims in connection with or related to breach of the representations, warranties, and covenants made by you under these Terms of Service, any other violation by you of these Terms of Service, your User Content, or your use or misuse of the Offerings.

You also agree that no Mindr Party will be responsible or have any liability for the consequences of any decision based on the use of the Offerings, including any Keepr Device. This includes without limitation any decision to operate any vehicle, boat, aircraft, or other equipment. You agree to defend, indemnify and hold the Mindr Parties harmless from and against any Losses arising from any such decision. Mindr reserves the right, at our own expense, to assume exclusive defense and control of any matter for which you are obligated to indemnify us, and you agree to cooperate with us in asserting relevant available defenses.

9. AGREEMENT TO BINDING ARBITRATION; WAIVERS

Please carefully read this provision. It applies to any dispute between you and SCT related to these Terms of Service or our Offerings.

YOU AND MindrAGREE TO RESOLVE ANY DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR OUR OFFERINGS ONLY BY ARBITRATION OR IN SMALL CLAIMS COURT AS DISCUSSED BELOW. YOU UNDERSTAND THAT BY ENTERING INTO THESE TERMS YOU ARE GIVING UP THE RIGHT TO BRING A CLAIM IN COURT OR IN FRONT OF A JURY. AN ARBITRATOR CAN AWARD YOU THE SAME DAMAGES AND RELIEF, AND MUST HONOR THE SAME TERMS IN THESE TERMS OF SERVICE, AS A COURT WOULD. HOWEVER, ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE TO COURT, INCLUDING THE REVIEW OF ANY DECISION OR RESULT.

9.1 Initial Dispute Resolution
Except for intellectual property and small claims court cases, you and Mindr agree to use best efforts to settle any dispute, claim, question or disagreement directly through consultation between you and Mindr, and good faith negotiations shall be a condition to either party initiating arbitration.

9.2 Arbitration
If within a period of thirty (30) days from the time an informal dispute resolution is initiated under the Initial Dispute Resolution provision above either (i) the parties do not reach an agreed-upon solution, or (ii) you have not opted out of this arbitration provision in writing using the mailing address below, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below.

(e) THIS AGREEMENT DOES NOT ALLOW CLASS OR COLLECTIVE ARBITRATIONS EVEN IF THE AAA PROCEDURES OR RULES WOULD. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. NO CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL OR GENERAL INJUNCTIVE RELIEF THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION HELD UNDER THESE TERMS OR SERVICE. ANY QUESTION REGARDING THE ENFORCEABILITY OR INTERPRETATION OF THIS PARAGRAPH SHALL BE DECIDED BY A COURT AND NOT THE ARBITRATOR.

(f) If either you or Mindr intends to seek arbitration under these Terms, the party seeking arbitration must first notify the other party of the dispute in writing at least 60 days in advance of initiating the arbitration. Notice to arbitrate should be sent to Mindr, 12421 Meredith Drive, Suite 100, Urbandale, IA 50323. The notice must include enough information to allow us to identify your account if applicable, as well as to assess and attempt to resolve your claim, including the name of the user or Mindr account holder, a description of the claim, the specific facts supporting the claim, the damages you claim to have suffered and the relief you are seeking. The notice requirement is designed to allow Mindr to make a fair, fact-based offer of settlement if it chooses to do so. You cannot proceed to arbitration unless you provide this information. The sufficiency of this notice is an issue to be decided by a court prior to the filing of any demand for arbitration. If you have provided this information and we are unable to resolve our dispute within 60 days, either party may then proceed to file a claim for arbitration. Mindr will reimburse any filing fee that the AAA charges you for arbitration of the dispute. If that arbitration proceeds, Mindr will also pay any administrative and arbitrator fees charged later. If the arbitrator determines that your claim was filed for purposes of harassment or is patently frivolous, the arbitrator will require you to reimburse Mindr for any filing, administrative or arbitrator fees associated with the arbitration. If you choose to be represented by an attorney and prevail in this arbitration, Mindr will reimburse all reasonable attorneys’ fees, as determined by the arbitrator.

(g) If any provision of this Section 9 is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Section 9 will remain operative and binding on you and Mindr. Notwithstanding the foregoing, if for some reason the prohibition on class arbitrations set forth in Section 9.2(e) cannot be enforced as to all or part of a dispute, then the agreement to arbitrate will not apply to that dispute or part of the dispute.

IF, FOR ANY REASON, A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THESE TERMS OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

10. GENERAL PROVISIONS

10.1 Assignment

If we become involved in a merger, acquisition, sale of assets, joint venture, securities offering, bankruptcy, reorganization, liquidation, dissolution, or other transition or if the ownership of all or substantially all of our business otherwise changes, we may assign these Terms of Service, in whole or in part, to a third party or parties in connection with such transaction. You may not assign or delegate any rights or obligations under the Terms of Service without our prior written consent, and any unauthorized assignment or delegation by you is void and ineffective.

10.2 Waiver and Severability

The failure of Mindr to exercise or enforce any right under, or any provision of, these Terms of Service does not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, you hereby agree with us that the court should try to give effect to the intentions as reflected in the provision, and the other provisions of these Terms of Service will remain in full force and effect.

10.3 Force Majeure

Mindr will not be liable for any delay or failure to perform resulting from unforeseen circumstances or causes outside our reasonable control, including without limitation acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, pandemics, or shortages of transportation facilities, fuel, energy, labor or materials.

10.4 Governing Law and Venue

These Terms of Service and any disputes related thereto are governed by the laws of the State of Iowa, without regard to Iowa’s choice of law provisions. You further consent to personal jurisdiction in the state and federal courts of Iowa and waive any objections related to jurisdiction, venue and forum non conveniens.

10.5 Notices

To provide us with notice under these Terms of Service, please use the following notice information:
Mindr
Attn: Legal Dept, Privacy
12421 Meredith Drive, Suite 100
Urbandale, IA 50323

10.6 Updates to the Terms of Service; Additional Requirements

We may, at our discretion, modify, supplement or remove portions of these Terms of Service at any time by posting updates to the Terms of Service in or through the Offerings and letting you know about such updates by sending an email to the email address you provide us in connection with your Account. Unless it states otherwise, each update to the Terms of Service will be effective as of the date it is posted on or within the Offerings, and you will be deemed to have accepted the update if you continue to use an Offering on or after such effective date.
From time to time we may also post additional requirements, rules or policies that apply to use of some or all of our Offerings. These requirements, rules and policies may be included in the Terms of Service upon our posting them in or through the Offerings.

10.7 Copyright Notices/Complaints

If you believe that content available on the Offerings infringes your copyright, please provide the following information under your signature to the Mindr Legal Department at the address listed above:

10.8 Entire Agreement.

These App Terms of Service, including Keepr’s Device Purchase Terms (if you purchase a Keepr Device), General Privacy Notice and State Privacy Notices, all additional requirements, rules or policies that we post and specify as applicable to our Offerings, is the entire agreement between Mindr and you regarding its subject matter and it supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and Mindr regarding such subject matter.