Terms and Conditions

1. Introduction & Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the MentisVibe website, our mobile applications, and all related services (collectively, the "Platform"). These Terms apply to all visitors, users who create accounts to sell their designs ("Artists" or "Studio Owners"), and users who purchase products or digital files ("Customers" or "Buyers").

By clicking "I Agree," creating an account, purchasing a product, or otherwise accessing the Platform, you agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you may not access or use the Platform. We reserve the right to modify these Terms at any time. We will provide notice of any significant changes by posting the new Terms on the Platform or by sending you an email.

2. Account Eligibility & User Responsibilities

2.1. Geographic Limitation & Eligibility

The MentisVibe Platform is offered and available to users who are residents of the United States (U.S.). This Platform is not intended for use by individuals or entities outside of the U.S..

By creating an account, you represent and warrant that:

• You are a legal resident of the U.S.
• You are at least 18 years of age or the age of legal majority in your jurisdiction.

We reserve the right to verify your location and residency. If we determine that you are not a U.S. resident or have provided false information regarding your location, we will immediately and without notice terminate your account. In such a case, you will forfeit any rights to your account, including any pending earnings or balances.

2.2. Account Creation and Security

To access certain features of the Platform, you must create an account. By doing so, you agree that:

• You will provide accurate, current, and complete information during the registration process.
• You are solely responsible for safeguarding your password and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
• You may not use another person's account without their express permission.
• MentisVibe reserves the right to suspend or terminate your account at our sole discretion, as outlined in Section 8.

3. Intellectual Property Rights

This section governs the ownership and use of content on the Platform.

MentisVibe is a platform that respects the rights of creators.

Ownership: You, the Artist, retain full ownership of the designs, images, and other content you upload to the Platform ("Your Content"). We do not claim any ownership rights to Your Content.

Representations and Warranties: By uploading Your Content, you represent and warrant that:

• You are the sole and exclusive owner of Your Content, or you have all necessary rights, licenses, consents, and releases to grant MentisVibe the rights specified in these Terms.
• Your Content does not and will not infringe, misappropriate, or violate a third party's intellectual property rights (such as copyright and trademark), rights of publicity or privacy, or any applicable law or regulation.
• AI-Generated Content: If Your Content was created using generative AI tools, you represent and warrant that its creation and your use of it on our Platform for commercial purposes fully complies with the terms of service of the AI tool(s) used.
• Your Content does not contain any material that is unlawful, defamatory, obscene, pornographic, or hateful, as further defined in our Content Policy in Section 4.

3.2. License Grant to MentisVibe

In order for us to operate the Platform and sell your designs, you must grant us certain legal permissions. By uploading Your Content, you grant MentisLeap LLC a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, host, store, reproduce, modify (for the purpose of formatting and creating product mockups), create derivative works of, publicly display, publicly perform, market, promote, and distribute Your Content in connection with operating and providing the services of the Platform.

This license allows us to:

• Display Your Content on your Studio page and across the Platform.
• Manufacture and sell physical products featuring Your Content.
• Sell and distribute digital downloads of Your Content.
• Use Your Content in marketing and promotional materials for the MentisVibe Platform.

This license ends only when you remove Your Content from the Platform, though we may retain archival copies or content used in past marketing materials.

4. Terms for Artists ("Studio Owners")

This section outlines your responsibilities and the rules you agree to follow as an Artist on the MentisVibe platform.

4.1. Content & Conduct Policy

As an Artist, you are solely responsible for the content you upload. You agree not to upload, post, or transmit any content that:

• Infringes upon or violates any third-party's intellectual property rights, including copyright and trademark.
• Constitutes hate speech, harassment, or is threatening, defamatory, or obscene.
• Promotes illegal activities, violence, or discrimination against any individual or group.
• Contains explicit nudity or sexually suggestive content that is not artistic in nature.
• Violates any applicable law or regulation.

We support artistic expression, but we reserve the right to determine, in our sole discretion, what constitutes a violation of this policy. MentisVibe may remove any of Your Content and terminate your account at any time, for any reason, without prior notice.

4.2. Product Pricing and Promotions

Pricing: The final retail price for all physical products sold on the Platform is set by MentisVibe.

Promotions: From time to time, MentisVibe may run promotional events or offer discounts on products across the Platform. By default, your products will be included in such promotions. We will provide a feature within your Studio dashboard that allows you to opt out of participating in certain promotional campaigns.

4.3. Payments and Payouts

Payments Processor: Artist payouts are processed through our third-party partner, Stripe, via a Stripe Connect account. You must create and maintain a valid Stripe Connect account to receive payments from MentisVibe.

Holding Period: To account for potential order cancellations, refunds, or chargebacks, there is a 30-day holding period on all earnings from the date a customer's order is fulfilled. After this period, your earnings from that sale will become available for payout.

Payout Schedule: Payouts are not automatic. You may request a payout of your available balance from your Studio dashboard. We may implement a minimum payout threshold (e.g., $50) in the future.

Taxes:

• Your Income Tax: You are solely responsible for determining, reporting, and paying any applicable income taxes on the earnings you receive from MentisVibe.
• Transactional Taxes (Sales Tax/VAT): MentisVibe will collect and remit transactional taxes (such as U.S. Sales Tax or EU VAT) from the Customer where required by applicable law. You authorize MentisVibe to collect these taxes on your behalf.

4.4. Subscription Payouts (Future Feature)

MentisVibe may introduce a subscription service for digital downloads in the future. The specific terms regarding the calculation and distribution of a subscription revenue pool will be detailed in a separate policy and will require your acceptance before you can participate.

4.5. Appointment of Agent

For the specific purpose of selling your designs on products to customers, you hereby appoint MentisLeap LLC as your non-exclusive commercial agent. This appointment allows us to conclude sales contracts with customers on your behalf. You acknowledge that while we facilitate the transaction, for tax purposes, you are the seller of the design.

4.6. Handling of Returned Products

In the event that a physical product featuring your design is returned to us (e.g., due to a customer return or undeliverable address), you grant MentisVibe full discretion to handle the disposal of such items. This may include donating the items to charity, recycling them, or destroying them. You are not entitled to any royalties for returned or refunded items.

5. Terms for Customers ("Buyers")

This section outlines your rights and responsibilities when purchasing from the Platform.

5.1. Physical Product Orders

All purchases of physical products (such as t-shirts, mugs, etc.) are subject to our Return & Refund Policy and the detailed Terms of Purchase outlined in Section 6 below. You acknowledge that these products are made-to-order by our third-party fulfillment partners.

5.2. Digital Product License Grant

When you purchase a digital design file from MentisVibe, we grant you a comprehensive license to use that design.

• License: You are granted a worldwide, non-exclusive, perpetual, and royalty-free license to use the digital design for both personal and commercial purposes.
• Permitted Uses: This includes, but is not limited to, using the design on websites, in marketing materials, on products for resale, and in social media.
• Restrictions: This license does not grant you ownership of the design. You may not:
• Resell or redistribute the original digital file itself.
• Claim copyright or trademark rights in the design.

5.3. Subscription Terms

Billing and Renewal: If you purchase a subscription, you will be billed on a recurring basis (e.g., monthly or annually). Your subscription will automatically renew at the end of each billing cycle unless you cancel it.

Cancellation: You may cancel your subscription at any time through your account dashboard. The cancellation will take effect at the end of your current billing period. You will retain access to the subscription features until that date.

Management: All subscription billing is managed through our third-party partner, Stripe. You can manage your payment method and view your billing history through the Stripe customer portal, accessible from your account dashboard.

6. Terms of Purchase

This section details the process and legal agreement formed when you purchase any item on MentisVibe.

6.1. Product Listings

We strive to ensure that all product descriptions, images, and prices are accurate. However, we do not warrant that they are error-free. We reserve the right to correct any errors, inaccuracies, or omissions at any time without prior notice. A product listing on our Platform constitutes an "invitation to treat," not a binding offer.

6.2. Forming a Purchase Agreement

1. You select a product and add it to your cart.
2. You proceed to checkout and provide your billing and shipping information.
3. You complete the payment process through our third-party partner, Stripe.
4. By clicking the final payment submission button, you are making a formal "offer" to purchase the products.
5. Agency Acknowledgement: You acknowledge that MentisVibe acts as the commercial agent for the Artist (Studio Owner) for the purpose of concluding the sale of the design. While MentisVibe handles the transaction and fulfillment, the legal seller of the design content is the Artist.
6. A legally binding purchase agreement is formed only when we send you an "Order Confirmation" email.

6.3. Payment and Data Security

All payments are processed securely by our third-party payment processor, Stripe. We do not store your full credit card information on our servers. By making a purchase, you agree to provide accurate payment information. For full details on how we collect, use, and protect your personal data during a transaction, please refer to our Privacy Policy.

6.4. Order Cancellation

Physical Products: You may cancel an order for physical products for any reason within 24 hours of receiving your Order Confirmation email. To do so, please go to your Order History and click the "Cancel Order" button. After 24 hours, the order is automatically sent to our production partners and cannot be cancelled or modified. For approved cancellations, a refund will be issued to your original payment method. Please note that any non-refundable transaction fees charged to us by our payment processor may be deducted from your refund amount.

Digital Products: Due to their instant-access nature, purchases of digital downloadable products are final and non-refundable.

6.5. Shipping and Fulfillment

As stated, physical products are fulfilled by our third-party partners. All shipping and delivery times provided are estimates only and are not guaranteed.

Once an order is shipped by our fulfillment partner, we will provide tracking information. You can view the status of your order and access the tracking link directly from your account dashboard on the Platform.

Risk of loss and title for items purchased pass to you upon our delivery to the carrier. You are responsible for providing an accurate shipping address, and we are not liable for items lost due to an incorrect address provided by you.

7. Copyright Infringement Policy (DMCA)

MentisVibe respects the intellectual property rights of others. In accordance with the Digital Millennium Copyright Act ("DMCA"), we will respond promptly to valid notices of alleged copyright infringement that are reported to our Designated Copyright Agent.

7.1. Reporting Copyright Infringement

If you believe that content hosted on the Platform infringes your copyright, please submit a written notice to our Designated Agent containing the following information:

1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (e.g., a URL);
4. Your contact information, including your address, telephone number, and email address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Designated Agent Contact:
Email: support@mentisvibe.com
Subject Line: "DMCA Copyright Notice"

7.2. Repeat Infringer Policy

In accordance with the DMCA and other applicable law, MentisVibe has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the accounts of users who are deemed to be repeat infringers.

8. Platform Rights & Disclaimers

8.1. Termination

We may terminate or suspend your account and bar access to the Platform immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. Upon termination, your right to use the Platform will immediately cease.

8.2. AI Usage Disclosure

You acknowledge and agree that MentisVibe utilizes Artificial Intelligence ("AI") technologies throughout the Platform. This includes, but is not limited to:

• Generating product descriptions and listings using AI tools;
• Creating product mockups and images using AI tools;
• Assisting in the design process using AI tools;
• Providing AI-generated content for marketing and promotional materials.

We strive to ensure that all AI-generated content is accurate and compliant with applicable laws and regulations.

8.3. AI Creation Tools Disclaimer

MentisVibe provides access to generative AI tools to assist users in creating designs. You acknowledge that:

• Tool Neutrality: These tools are neutral technologies. MentisVibe does not control the specific prompts you enter or the creative choices you make.
• User Responsibility: You are solely responsible for the prompts you input and the resulting outputs you choose to publish or sell. You agree not to use prompts intended to generate infringing content (e.g., "Mickey Mouse" or "Nike Logo").
• No Guarantee of Uniqueness: Given the nature of AI, we cannot guarantee that an AI-generated image will be unique to you or that similar images will not be generated by other users.

8.4. Disclaimer of Warranties

The Platform and its content are provided on an "AS IS" and "AS AVAILABLE" basis. MentisLeap LLC makes no representations or warranties of any kind, express or implied, regarding the operation of the Platform or the information, content, materials, or products included on the Platform. To the full extent permissible by applicable law, MentisLeap LLC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Platform, its servers, or emails sent from us are free of viruses or other harmful components.

8.5. Limitation of Liability

To the fullest extent permitted by law, in no event will MentisLeap LLC, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Platform; (ii) any conduct or content of any third party on the Platform; (iii) any content obtained from the Platform; and (iv) unauthorized access, use, or alteration of your transmissions or content.

In no event shall MentisLeap LLC’s aggregate liability for all claims relating to the Platform exceed the greater of one hundred U.S. dollars (US $100.00) or the amounts paid by you to MentisLeap LLC in the past six months.

9. Legal Disputes & Governing Law

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

9.1. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

9.2. Informal Dispute Resolution

We prefer to resolve disputes amicably. If a dispute arises between you and MentisVibe, you agree to first contact us at support@mentisvibe.com and attempt to resolve the dispute informally through good faith negotiation and, if necessary, non-binding mediation.

9.3. Binding Arbitration

If the dispute cannot be resolved informally, strictly to the extent permitted by law, any remaining dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration. The arbitration shall be conducted in Cheyenne, Wyoming, unless you and MentisLeap LLC agree otherwise.

9.4. Class Action Waiver

You and MentisLeap LLC agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and MentisLeap LLC agree otherwise, the arbitrator may not consolidate more than one person's claims.

10. Indemnification

You agree to defend, indemnify, and hold harmless MentisLeap LLC, its parent, subsidiaries, affiliates, partners (including production partners), officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:

• Your Content: Any claim that Your Content infringes the intellectual property rights (copyright, trademark, etc.) or other rights of a third party.
• Your Breach: Your breach of these Terms or the documents they incorporate by reference.
• Your Violation of Law: Your violation of any law or the rights of a third party.

11. General Provisions

11.1. Entire Agreement

These Terms, together with our Privacy Policy and Return Policy, constitute the entire agreement between you and MentisLeap LLC regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.

11.2. Severability

If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

11.3. No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

11.4. Contact Us

• For general platform inquiries: support@mentisvibe.com
• For legal notices: support@mentisleap.com
• Mailing Address: MentisLeap LLC, 1021 E Lincolnway Suite #6605, Cheyenne, Wyoming 82001, United States.