Terms of Service

1. Acceptance of Terms

By accessing or using MindHere's services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services. We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting.

These Terms constitute a legally binding agreement between you and MindHere Consulting LLC ("MindHere," "we," "us," or "our") governing your use of our consulting services.

2. Description of Services

MindHere provides consulting services for growing businesses across three specialties:

• Behavioral health practice consulting, including Electronic Health Record (EHR) system setup and optimization, HIPAA compliance consulting, billing system configuration and support, practice marketing, practice management consulting and administrative workflow optimization
• Technology and IT consulting, including web design and development, workflow automation, data and analytics, AI tools, custom software and hosting and infrastructure
• Multi-unit and franchise operations consulting, including unit economics, standardized operations and multi-location systems

3. Eligibility and Account

Our services are available to businesses and professionals. By using our services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into this agreement
• You are authorized to act on behalf of the business, practice, or organization you represent
• Where our services relate to a healthcare practice, you hold the professional licenses and credentials required for your role
• All information you provide to us is accurate, current and complete

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4. User Responsibilities

As a user of our services, you agree to:

• Provide accurate and complete information necessary for us to deliver our services
• Maintain the licenses and credentials required for your profession or business
• Comply with all applicable laws, regulations and professional standards
• Promptly notify us of any unauthorized use of your account
• Not use our services for any illegal or unauthorized purpose
• Not interfere with or disrupt our services or servers
• Maintain appropriate coverage and protections for your business

Prohibited Uses

You may not use our services to:

• Violate any laws, regulations or professional ethical standards
• Infringe upon the rights of others
• Transmit any malicious code or interfere with our systems
• Attempt to gain unauthorized access to our systems or data
• Resell or redistribute our services without written permission

5. Privacy and HIPAA Compliance

We take privacy and data security seriously. Our handling of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

HIPAA Considerations (Healthcare Clients)

While we provide HIPAA compliance consulting to healthcare clients, we are not automatically a Business Associate unless:

• We explicitly agree to such status in a signed Business Associate Agreement (BAA)
• Our services involve accessing, storing or transmitting Protected Health Information (PHI)

You are responsible for determining whether a BAA is required for our services and requesting one if necessary.

6. Intellectual Property

All content, materials and intellectual property provided through our services remain the property of MindHere or our licensors. This includes but is not limited to:

• Consulting materials and templates
• Training documents and presentations
• Software configurations and customizations
• Marketing materials and strategies
• Proprietary methodologies and processes

License Grant

We grant you a limited, non-exclusive, non-transferable license to use our materials solely for your internal business purposes. You may not:

• Redistribute, sell or share our materials with third parties
• Remove any proprietary notices or labels
• Create derivative works without our written permission
• Use our materials to compete with our services

7. Payment Terms

Payment terms for our services are as follows:

• All fees are as specified in your service agreement or invoice
• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may incur interest at 1.5% per month or the maximum allowed by law
• You are responsible for all taxes associated with our services
• We reserve the right to suspend services for overdue accounts

Refund Policy

Refunds are handled on a case-by-case basis. Generally:

• Consulting fees are non-refundable once services have been rendered
• Prepaid services may be refunded pro-rata for unused portions
• Setup and implementation fees are non-refundable

8. Disclaimers and Limitations

No Warranty

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINDHERE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO MINDHERE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification

You agree to indemnify, defend and hold harmless MindHere and its officers, directors, employees and agents from any claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your violation of these Terms
• Your use of our services
• Your violation of any law or rights of a third party
• Your business operations or client care

9. Termination

Either party may terminate the service relationship:

• For convenience with 30 days written notice
• Immediately for material breach that remains uncured after 15 days notice
• Immediately if the other party becomes insolvent or bankrupt
• Immediately for violation of law or professional standards

Effect of Termination

Upon termination:

• All licenses granted under these Terms will immediately terminate
• You must cease using our materials and services
• All outstanding fees become immediately due and payable
• We will provide reasonable transition assistance for 30 days
• Provisions that by their nature should survive will remain in effect

10. General Provisions

Governing Law

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

Dispute Resolution

Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Syracuse, New York.

Entire Agreement

These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and MindHere regarding our services.

Severability

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

Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

Assignment

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