MindCalm Terms of Service

Effective Date: April 1, 2026

Acceptance of Terms of Use. These terms of use ("Terms of Use") are entered into by and between you and Keith Fitz-Gerald Research LLC ("KFGR," "we," "us" or "our") and govern your access to and use of the MindCalm online digital audio subscription service located at www.mindcalm.io, and all content, audio soundscapes, features and functionality associated therewith (collectively, the "Service").

Please read these Terms of Use carefully before you start to use the Service. By using the Service or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Service.

The Service is offered and available to users who are eighteen (18) years of age or older and who are located in the United States. If you are not at least 18, you must not access or use the Service.

Please read these Terms of Use carefully because they require you to arbitrate certain disputes with KFGR and limit the way you can seek relief from KFGR. If you do not agree with this, please do not use the Service.

1. Service Features, Functionality and Availability. You may use the Service when and as available. Although we generally intend for the Service to be available on an uninterrupted basis, it will not always be available (e.g., during maintenance, changes, outages and for other reasons). We further reserve the right to change, modify, eliminate and/or restrict or block access to all or any part of the Service, including any features or content displayed or made available through the Service, from time to time with or without notice to you, in our discretion. We will not be liable to you if for any reason all or any part of the Service is unavailable at any time for any period.

2. Accessing the Service and Account Security. (a) You are responsible for: (i) making all arrangements necessary for you to have access to the Service, including without limitation, your Internet connection; and (ii) ensuring that all persons who access the Service through your Internet connection are aware of these Terms of Use and comply with them. (b) If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to the Service or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason.

3. Privacy. You agree that all personal information you provide to register with the Service or otherwise, including but not limited to through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your personal information consistent with our Privacy Policy.

4. Intellectual Property Rights. (a) KFGR Content. The Service and all data, products, content, features and functionality (including but not limited to all audio soundscapes, text, displays, images, software, and the design, selection and arrangement thereof) ("MindCalm Content") are owned by KFGR, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You may not commercially exploit or make the Service available to any third party. You must not reproduce, distribute, modify, create derivative works of, re-engineer, publicly display, publicly perform, republish, download, store or transmit any of the material on the Service, except as authorized by these Terms of Use. No right, title or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by KFGR. Any use of the MindCalm Content other than as set forth in these Terms of Use may result in the immediate suspension or termination of your access to all or part of the Service.

(b) Your Content. Certain features may permit uploading, posting, or transmitting text, information, or content ("Your Content"). You retain ownership of Your Content but grant KFGR a royalty-free, fully paid, non-exclusive license to use it in connection with operating the Service, improving our products, and creating aggregate systems data. You represent and warrant that you have all rights necessary to grant this license and that Your Content does not violate any laws or third-party rights. KFGR may refuse or remove any Your Content that violates these Terms.

(c) Systems Data. All de-identified or aggregate data generated from your use of the Service remains the sole property of KFGR.

(d) Feedback. Any feedback you provide may be used by KFGR without compensation to you.

5. Subscription License and Payments. During your active paid subscription, KFGR grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and stream MindCalm audio content solely for your personal, non-commercial relaxation, focus, sleep, or general wellness use. You may not download, copy, share, record, or use the content for any other purpose.

Subscriptions are billed monthly or annually as displayed on the Service at the time of purchase. Subscriptions automatically renew unless canceled before the renewal date. You may cancel anytime through your account settings or by contacting us; access continues until the end of the current billing period. No refunds are provided for partial periods except as required by law. We may change prices with reasonable notice.

All fees are in U.S. Dollars. All prices are exclusive of any taxes unless expressly stated otherwise. Customers residing or accessing the Service outside of the United States, including those within the European Union, acknowledge and agree that they are solely responsible for the payment of any and all applicable taxes, fees, levies, or duties imposed by foreign, national, regional, or local authorities, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, use tax, or other similar consumption-based taxes arising from their purchase, access, or use of the Service. KFGR shall have no obligation to collect, remit, or report such taxes on behalf of non-U.S. customers. Failure to pay any required taxes shall not relieve you of your obligations under these Terms of Use. You are responsible for providing accurate billing and location information. Any failure to do so may result in additional taxes, penalties, or charges for which you remain solely responsible. Nothing in these Terms of Use shall be construed as a waiver of KFGR’s right to comply with applicable tax laws or regulatory obligations in any jurisdiction.

We use third-party payment processors; your payment information is governed by their terms and privacy policies. If payment fails, we may suspend or terminate access.

6. Your Conduct. You may use the Service only for lawful purposes. You agree not to: (a) License, sublicense, lease, rent, distribute, or transfer access to the Service or any MindCalm Content; (b) Reproduce, modify, distribute, transmit, publicly perform, or create derivative works of any MindCalm Content; (c) Reverse engineer, decompile, or circumvent any protection measures; (d) Remove copyright or other proprietary notices; (e) Use automated tools (bots, scrapers, etc.) without permission; (f) Introduce viruses or harmful code; (g) Impersonate others or violate any laws; (h) Use the Service for any high-risk or unlawful activity; or (i) Create competing services or harvest data.

7. Third-Party Websites, Materials and Content. The Service may contain links to third-party sites or content. We are not responsible for them. You use them at your own risk. We do not endorse any third-party materials or services.

8. Monitoring and Enforcement. We may monitor use, disclose information to protect our rights, and cooperate with law enforcement as we deem appropriate. We do not assume liability for user content.

9. NO WARRANTIES. THE SERVICE AND ALL MINDCALM CONTENT ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." KFGR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The audio content is provided for relaxation, sleep, focus, and general wellness purposes only and is not a substitute for professional medical, psychological, or healthcare advice. Consult a qualified healthcare provider for any health concerns. You assume all risk of use.

10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY LAW, KFGR'S TOTAL LIABILITY TO YOU IS LIMITED TO THE GREATER OF THE FEES YOU PAID IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR $100 USD. WE ARE NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. ANY CLAIM MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES.

11. Termination or Cancellation. We may suspend or terminate your access to the Service at any time for any reason, including violation of these Terms, without notice. You may cancel your subscription as described in Section 6; you remain responsible for any amounts due prior to cancellation. Sections that by their nature should survive termination will survive.

12. Applicable Law. These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to conflicts of law principles.

13. Disputes. Please read this Section carefully because it requires you to arbitrate certain disputes with KFGR and limits the way you can seek relief from KFGR. Any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration under the Federal Arbitration Act in accordance with JAMS rules (confidential, single arbitrator). No class actions or representative proceedings are allowed. Arbitration will take place in Portland, Oregon (or another location as determined by KFGR). You may also bring a claim in small claims court where permitted. You must notify us in writing within 30 days of any dispute. Courts in Delaware have exclusive jurisdiction over enforcement of arbitration awards and any non-arbitrable matters.

14. Indemnity. You agree to indemnify and hold KFGR, its officers, directors, employees, and agents harmless from any claims, damages, losses, or costs (including reasonable attorneys’ fees) arising from your breach of these Terms, your use of the Service, or Your Content.

15. Notices, Including Our Address for Legal Notices. All notices required or permitted under these Terms must be in writing and sent to: Keith Fitz-Gerald Research LLC 1004 Commercial #365 Anacortes, WA 98221 or legal@keithfitz-gerald.com

16. Amendments. We may update these Terms from time to time. We will post the revised version with a new effective date. Your continued use of the Service after changes constitutes acceptance of the updated Terms.

17. Agreement; Miscellaneous. These Terms constitute the entire agreement between you and KFGR regarding the Service. If any provision is held invalid, the remainder remains in full force. There are no third-party beneficiaries. You may not assign these Terms without our prior written consent. We may assign them freely.

18. Further Information. If you have any questions about these Terms or wish to request our legal name and address for complaints, please contact us using the information above.

19. Notice of Copyright Agent. KFGR respects intellectual property rights. Copyright infringement claims may be sent to the legal address above and must include all information required under the DMCA.

20. Notice About Trademarks. MindCalm and all related names, logos, and designs are trademarks of KFGR. All other trademarks are the property of their respective owners.