Terms of Service

1. Agreement and Scope

These Terms of Service (the "Terms") govern access to and use of the Clixy website, workspaces, software, services, and related materials (together, the "Service") provided by MindLab Inc ("MindLab," "we," or "us"). Clixy is a brand of MindLab Inc. By using the Service on behalf of an organization, you represent that you have authority to act for that organization.

A signed order form, master services agreement, data processing agreement, statement of work, or other written agreement (each, a "Customer Agreement") may add to or modify these Terms for a specific deployment. If no Customer Agreement identifies a paid subscription or pilot, these Terms do not by themselves create a paid subscription commitment.

• If these Terms conflict with a signed Customer Agreement, the Customer Agreement controls for that deployment, in the order of precedence stated in Section 2.
• If you do not agree to these Terms, do not access or use the Service.

2. Order of Precedence and Definitions

When more than one document applies to a deployment, the documents control in this order unless the Customer Agreement states otherwise: first the signed Customer Agreement and its exhibits, then any data processing agreement, then these Terms, then product documentation and policies referenced in these Terms.

• Customer Materials means communications, documents, data, notes, source materials, connected-system content, reports, reviewer comments, approvals, and other content a Customer submits to, connects to, or generates within its Clixy workspace.
• Workspace means a Customer-controlled environment in the Service where authorized users configure sources, rules, permissions, and workflows.
• Outputs means analysis, drafts, reports, summaries, recommendations, and other results the Service generates from Customer Materials and Customer configuration.
• Professional Advice is defined in Section 6 and is outside the scope of the Service.

3. Clixy Service

MindLab provides Clixy, a managed operating service for businesses, combining software, AI, and human Clixy Operators. Operators oversee work and review exceptions within the agreed scope and approval arrangements. The Service may process Customer-authorized records, documents, communications, and connected-system data to support work, prepare recommendations, coordinate authorized actions, and verify outcomes where the connected workflow permits it.

Access may be offered through demonstrations, pilots, or signed Customer Agreements. The scope available to a Customer is defined by the agreed services, applicable product configuration, and written agreement; this website does not promise general availability of every capability it describes.

4. Accounts and Authorized Users

• Customers are responsible for selecting authorized users and managing access to their workspaces.
• Users must keep credentials confidential and must not share accounts.
• Customers are responsible for activity under their accounts except to the extent caused by MindLab security failures.
• Customers must promptly notify MindLab of suspected unauthorized access by emailing hello@clixy.com with "Security" in the subject line.
• MindLab may suspend access where necessary to protect the Service, comply with law, prevent misuse, or address unpaid fees under an applicable agreement.

5. Customer Materials and Ownership

Customers retain ownership of the communications, documents, data, notes, source materials, connected-system content, reports, reviewer comments, approvals, and other Customer Materials they submit to, connect to, or generate within their Clixy workspace, subject to the applicable agreement.

Customers grant MindLab the limited rights needed to host, process, transmit, display, analyze, transform, and otherwise use Customer Materials to provide, secure, support, and improve the Service for that Customer.

• Customers are responsible for ensuring they have the rights, permissions, and legal basis to provide materials to MindLab.
• These Terms do not grant MindLab a blanket right to use Customer confidential workspace content or proprietary Outputs to train a public model. Any broader model-improvement or training use of Customer Materials must be described in the applicable Customer Agreement or separately authorized in writing.
• Generated Outputs based on Customer Materials are for the Customer to review, edit, approve, reject, or use according to the Customer workflow and applicable agreement.
• Customers are responsible for the accuracy, legality, and completeness of Customer Materials.

6. AI Outputs, Actions, and Human Review

MindLab may use AI systems to retrieve, extract, classify, compare, draft, summarize, recommend, and coordinate work based on Customer Materials and Customer configuration.

• AI-generated content may be incomplete, inconsistent, or inaccurate even when it appears confident or well formatted.
• Configured actions and decisions remain the responsibility of the Customer and its authorized users.
• Customers must apply review, approval, and oversight appropriate to the risk of each use, including employment, safety, purchasing, financial, and customer-facing decisions.
• MindLab provides operational software and managed services. It does not provide legal, accounting, tax, financial, investment, valuation, fiduciary, broker-dealer, regulatory, employment, or other professional advice ("Professional Advice"). Outputs are operational information, not Professional Advice, and Customers should consult qualified professionals where advice is needed.
• Confirmation of an action in the Service is distinct from delivery of that action or from any business result that follows.

7. Acceptable Use

Customers must use the Service lawfully and only for legitimate business purposes. Customers must not misuse the Service or interfere with its operation, security, or availability.

• Do not attempt to access workspaces, data, systems, or accounts without authorization.
• Do not probe, scan, test, circumvent, or degrade the security, rate limits, or access controls of the Service.
• Do not submit unlawful content, or content that infringes intellectual property, privacy, or other rights.
• Do not use the Service to generate deceptive reviews, spam, harassment, or other abusive communications.
• Do not misrepresent the source of Outputs or present AI-generated content as human work where that would mislead a recipient.
• Do not reverse engineer the Service except to the extent a restriction is prohibited by applicable law.

8. Customer Obligations

• Provide accurate account, billing, and contact information and keep it current.
• Obtain and maintain the rights, consents, permissions, and legal bases needed for Customer Materials, including employee, customer, and third-party personal information where applicable.
• Configure user roles, permissions, approval rules, and connected sources according to the principle of least privilege.
• Maintain appropriate human review for higher-risk actions and decisions, including staffing, purchasing, safety, and financial actions.
• Comply with applicable laws, including labor, wage and hour, privacy, data protection, consumer protection, sector-specific safety, and recordkeeping laws that apply to the Customer business.
• Cooperate reasonably with MindLab on security incidents, support requests, and compliance inquiries.

9. Fees and Payment

Fees, billing periods, payment methods, taxes, refunds, credits, and renewal terms are stated in the applicable Customer Agreement or order form. MindLab does not publish prices on this website.

• Customers must pay undisputed invoiced amounts by the due date stated in the applicable agreement.
• Customers are responsible for taxes, duties, and governmental charges arising from their purchase, excluding taxes on MindLab net income.
• MindLab may suspend the Service for materially overdue undisputed amounts after reasonable notice, where the applicable agreement permits suspension.
• These Terms do not create a standard invoicing cadence, late-payment charge, or suspension notice period. Any such commercial term must be stated in the applicable Customer Agreement or order form.

10. Trials, Pilots, and Demonstrations

Trial, pilot, evaluation, and demonstration deployments may be time limited, feature limited, and subject to additional terms in the applicable Customer Agreement or evaluation order.

MindLab may suspend or modify a trial or pilot to protect the Service, comply with law, or prevent misuse. Unless the parties agree otherwise in writing, trial and pilot results do not guarantee future performance, savings, or business outcomes.

11. Service Levels and Support

Support channels, response targets, uptime commitments, maintenance windows, credits, and exclusions, if any, are stated in the applicable Customer Agreement. This website does not itself promise a specific uptime percentage or response time.

No service-level or support target applies solely because these Terms or the public website are accepted or accessed. Any uptime, response-time, support, maintenance, or service-credit commitment must be stated in a signed Customer Agreement.

• Customers should report Service issues to hello@clixy.com with enough detail for MindLab to reproduce and investigate the issue.
• Scheduled maintenance, emergency maintenance, third-party outages, Customer misconfiguration, and force majeure events are outside any uptime commitment unless the Customer Agreement states otherwise.

12. Confidentiality

Each party agrees to protect nonpublic information the other party designates as confidential or should reasonably understand to be confidential.

• A receiving party must use confidential information only to exercise its rights and perform its obligations under these Terms and the applicable Customer Agreement.
• A receiving party must protect confidential information with at least reasonable care and must not disclose it except to personnel, contractors, and advisers who need to know and are bound by confidentiality obligations.
• Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without restriction, is independently developed, or is received from a third party without a duty of confidentiality.
• A receiving party may disclose confidential information where required by law, subpoena, or court order, after giving prompt notice where legally permitted so the disclosing party may seek protection.
• Customer confidential workspace content remains subject to Section 5 and the Privacy Policy.

13. Privacy and Security

MindLab handles information as described in the Privacy Policy. The Privacy Policy forms part of these Terms for website and Service use.

MindLab uses administrative, technical, and organizational measures designed to protect the Service and Customer Materials. No system is completely secure, and Customers are responsible for their own access controls, devices, networks, and backup practices.

• Data processing terms for a Customer deployment are stated in the applicable Customer Agreement or a data processing agreement provided for that deployment.
• Sub-processors involved in providing the Service are listed in Section 7 of the Privacy Policy.
• Security practices and reporting information are summarized at /trust and in public/.well-known/security.txt. Security reports should be sent to hello@clixy.com with "Security" in the subject line.

14. Intellectual Property

MindLab and its licensors retain all right, title, and interest in the Service, software, models, documentation, website content, trademarks, and other intellectual property, including improvements and aggregated or de-identified learnings that do not identify a Customer or individual.

Subject to these Terms and the applicable Customer Agreement, MindLab grants the Customer a nonexclusive, nontransferable, revocable license to access and use the Service during the applicable subscription or evaluation period.

• Customers retain ownership of Customer Materials as stated in Section 5.
• Neither party grants implied licenses. All rights not expressly granted are reserved.
• Feedback and suggestions may be used by MindLab without restriction or compensation unless the Customer Agreement states otherwise.

15. Publicity

Neither party will issue a press release naming the other party, or use the other party name, logo, or trademarks in public marketing, without the other party prior written consent, except where required by law or where the Customer Agreement grants a publicity right.

16. Third-Party Services and Integrations

The Service may interoperate with third-party products, connectors, hosting providers, communications tools, analytics tools, and other services. Third-party services are governed by their own terms and privacy policies.

• Customers are responsible for their third-party accounts, permissions, and configuration.
• MindLab is not responsible for third-party service availability, security, accuracy, or conduct, except as stated in a Customer Agreement.
• Enabling an integration may allow data to flow between Clixy and the third-party service as configured by the Customer.

17. Warranties and Disclaimers

MindLab warrants that it will provide the Service with reasonable skill and care and in material conformity with applicable product documentation. Except as expressly stated in these Terms or an applicable Customer Agreement, the Service is provided "as is" and "as available."

To the maximum extent permitted by law, MindLab disclaims implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and any warranties arising from course of dealing or usage of trade. MindLab does not warrant that the Service will be uninterrupted, error free, completely secure, or free of inaccurate AI Outputs.

18. Indemnities

Each party (as indemnifying party) will defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents against third-party claims, damages, losses, and reasonable attorneys’ fees arising from the indemnifying party’s material breach of these Terms or violation of applicable law.

• MindLab will defend Customer against third-party claims alleging that authorized use of the Service infringes a third-party intellectual property right, and will pay damages finally awarded or settlement amounts MindLab approves.
• Customer will defend MindLab against third-party claims arising from Customer Materials, Customer instructions, Customer misuse of the Service, or Customer failure to obtain required rights or consents.
• An indemnified party must give prompt notice of a claim, give the indemnifying party control of the defense and settlement where permitted by law, and cooperate reasonably at the indemnifying party’s expense.

19. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for loss of profits, revenue, business, goodwill, or anticipated savings, even if advised of the possibility of those damages.

To the maximum extent permitted by law, each party’s total aggregate liability arising from or relating to the Service and these Terms is limited to the amounts paid or payable by the Customer for the Service in the twelve months before the event giving rise to the claim, or, where no fees were paid, one hundred US dollars.

These limitations do not limit liability that cannot be limited by law, or liability for breach of confidentiality, infringement, indemnification obligations, or unpaid fees, except as the applicable Customer Agreement states.

20. Term and Termination

These Terms apply while you access or use the Service. Subscription periods, renewal, termination rights, and termination effects are stated in the applicable Customer Agreement or order form.

• Either party may terminate according to the applicable order form or written agreement.
• MindLab may suspend or terminate access for material breach, legal risk, security risk, nonpayment, or misuse of the Service.
• After termination, Customer data export, retention, deletion, and backup handling are governed by the applicable agreement and MindLab ordinary operational procedures.
• Sections that by their nature should survive termination survive, including Sections 2, 5, 12 through 14, 17 through 19, and 21 through 30.

21. Changes to the Service and Terms

MindLab may modify the Service to improve reliability, security, performance, features, compliance, or clarity. MindLab may update these Terms by posting a revised version on this page with a new effective date.

If a change materially and adversely affects a paying Customer subscription rights, MindLab will provide reasonable advance notice through email, the Service, or the website. Continued use after the effective date constitutes acceptance of the updated Terms. If you do not agree, stop using the Service and contact MindLab about termination options under your Customer Agreement.

22. Governing Law and Disputes

For a paid pilot or subscription, governing law, venue, dispute procedures, and related legal terms are stated in the applicable signed Customer Agreement. For website or evaluation access not covered by a signed Customer Agreement, applicable mandatory law remains controlling.

The parties will attempt to resolve disputes through good faith negotiation before pursuing other remedies, unless urgent injunctive or protective relief is needed.

23. Export Controls and Sanctions

Customers must comply with applicable export control, sanctions, and restricted party laws and must not use the Service in, or for the benefit of, a sanctioned country, region, entity, or person where prohibited by law. Customers must not use the Service to develop, produce, or support prohibited military, nuclear, chemical, or biological applications.

24. Force Majeure

Neither party is liable for delay or failure to perform, except for payment obligations, where the delay or failure results from events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, utility or network failures, third-party service outages, cyberattacks, pandemics, or governmental actions.

25. Assignment and Subcontracting

Customers may not assign these Terms or a Customer Agreement without MindLab prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all assets, where the successor is not a competitor of MindLab and agrees in writing to be bound. MindLab may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets or business, subject to applicable Customer Agreement restrictions.

MindLab may use subcontractors, including the sub-processors in Section 7 of the Privacy Policy, to provide the Service. MindLab remains responsible for subcontractor performance of MindLab obligations under these Terms.

26. Notices and Contact

MindLab may provide general Service notices by email, through the Service, or by posting updates to the website. Formal legal notices for a paid Customer relationship must follow the notice method in the applicable Customer Agreement. Privacy questions and security reports may be sent to hello@clixy.com with the request type identified in the subject line.

27. Entire Agreement

These Terms, together with the applicable Customer Agreement and documents incorporated by reference, including the Privacy Policy, data processing terms, and Service documentation, are the entire agreement between the parties concerning the Service and supersede prior or contemporaneous proposals, understandings, and agreements on that subject matter.

28. General Provisions

• Severability: if a provision is held unenforceable, the remaining provisions continue in full force, and the unenforceable provision is modified to the minimum extent needed to make it enforceable.
• Waiver: failure to enforce a provision is not a waiver of the right to enforce it later.
• No third-party beneficiaries: these Terms do not create third-party beneficiary rights unless expressly stated.
• Independent contractors: the parties are independent contractors and these Terms do not create a partnership, joint venture, employment, or agency relationship.
• Headings and examples: headings are for convenience only, and examples are illustrative rather than exhaustive.

29. Operational Responsibility

Customers remain responsible for business, employment, financial, safety, regulatory, and other consequential decisions made using the Service. Clixy Outputs do not replace qualified operational, legal, financial, compliance, or safety judgment where those forms of judgment are required.

30. Version History

MindLab Inc will record material changes to these Terms below with the effective date and a short description.