1. Who we are and what these terms cover
These Terms of Use form the agreement between you and the operator of Mindly ("Mindly", "we", "us") for the Mindly macOS application and the mindly-ai.com website.
By downloading, installing, creating an account or using Mindly, you agree to these terms. If you do not agree, please do not use the app.
You must be at least 16 years old to create an account if you are in the European Economic Area or the United Kingdom, and at least 13 elsewhere.
2. What Mindly does
Mindly is a personal knowledge management app for macOS that helps you capture, organise, tag, summarise, connect and visualise your notes, files, links and other material. It includes:
- A library stored locally on your Mac
- AI-powered tagging, summaries, connections, suggestions and chat
- Interactive mind map visualisation and search
Mindly is software we operate as a service and continue to develop. We may add, change or remove features over time. If we discontinue a feature that is material to a paid plan you are on, you may cancel and receive a pro-rata refund of the unused part of your term.
3. Your licence to use Mindly
We grant you a personal, non-exclusive, non-transferable, revocable licence to install and use Mindly on Macs you own or control, for your own use, in accordance with these terms. This is a licence, not a sale: we retain all rights in the software.
You may not:
- Copy, resell, rent, sublicense or redistribute the app
- Reverse engineer, decompile or disassemble it, except to the extent that applicable law expressly permits this despite this restriction
- Remove or alter any proprietary notices
- Circumvent licensing, plan limits or access controls
4. Your account
Creating an account: you can create an account to sync Pro access and receive support. Provide accurate information and keep your credentials confidential.
Security: you are responsible for activity under your account. Tell us promptly if you believe it has been accessed without your permission.
Deleting your account: you can delete your account at any time from Settings inside your account. Deletion is permanent. You can also email us at [email protected] and we will do it for you.
Suspension by us: we may suspend or terminate an account that seriously or repeatedly breaches these terms, or where we must do so by law. Unless the breach makes it inappropriate, we will warn you first and give you a chance to put it right. If we terminate a paid account other than for your breach, we will refund the unused part of your term. Your library stays on your Mac and is unaffected by account termination.
5. Acceptable use
You agree not to:
- Use Mindly for any unlawful purpose
- Attempt to gain unauthorised access to our systems, accounts or API
- Interfere with, overload or disrupt the service
- Use our AI endpoints outside the Mindly app, or automate them at a volume that degrades the service for others
- Store or transmit malicious code through the service
- Use the service to generate content that is unlawful, or that infringes someone else's rights
6. Your content
You own it. You keep all rights in the content you create, capture or import into Mindly. We claim no ownership of it.
Where it lives. Your library is stored on your Mac. We do not sync, upload or back it up, and we hold no copy of it.
The limited licence you give us. When you invoke an AI feature on an item, you grant us and our AI provider a limited, non-exclusive licence to transmit and process the content of that item solely to generate the requested result. That licence exists only for the duration of the request. We do not use your content to train AI models, and our agreement with our AI provider does not permit them to use it to train theirs. Our Privacy Policy sets out exactly what is transmitted.
Your responsibility. You are responsible for having the right to store and process the content you put into Mindly, and for deciding what is appropriate to send to an AI feature. If you handle material under a confidentiality obligation, a research ethics protocol or a regulatory regime that restricts third-party cloud processing, do not run AI features on it.
7. AI features
Mindly's AI features are generated by large language models operated by a third-party provider. AI output is assistive and probabilistic. It can be inaccurate, incomplete or misleading, and it may misread your content. You should review AI output before relying on it, and you should not treat it as professional, legal, medical or financial advice.
AI features depend on a network connection and on our provider's availability. They may be rate-limited, temporarily unavailable, or changed as models are updated.
8. Plans, billing and renewal
Free plan: Mindly offers a free plan with core features and limits on items and AI usage.
Pro subscription: Pro is a paid subscription billed in advance, monthly or annually, at the price shown at checkout. Payments are handled by a third-party payment provider.
Automatic renewal: your subscription renews automatically at the end of each billing period, at the then-current price, and your payment method is charged on the renewal date. It continues until you cancel.
Cancellation: you can cancel at any time, with effect from the end of your current billing period, from the subscription page. Cancelling stops future charges. You keep Pro access until the period you have paid for ends, then move to the free plan. Your library is unaffected.
Price changes: we may change subscription prices. We will give you at least 30 days' notice by email before a new price applies to you. If you do not accept the new price, you may cancel before it takes effect; if you do not cancel, the new price applies from your next renewal.
9. Right of withdrawal for EU and UK consumers
If you are a consumer resident in the European Union or the United Kingdom, you have a statutory right to withdraw from your subscription contract within 14 days of entering into it, without giving any reason.
How to withdraw: tell us clearly, before the 14 days expire, that you are withdrawing. An email to [email protected] is enough. You may use the model form below, but you do not have to. We will refund all payments received from you without undue delay, and no later than 14 days after you inform us, using the same payment method you used.
Starting Pro immediately: Pro access is unlocked as soon as you subscribe. If you expressly ask us to begin performance during the withdrawal period and acknowledge that you thereby lose your right of withdrawal once the service has been fully performed, that consent is recorded at checkout. If you withdraw after performance has begun but before it is complete, we may retain a proportionate amount for the service already provided.
Model withdrawal form — complete and return this only if you wish to withdraw:
- To: Mindly, [email protected]
- I hereby give notice that I withdraw from my contract for the supply of the following service: Mindly Pro subscription
- Ordered on / received on: [date]
- Name of consumer: [name]
- Address of consumer: [address]
- Date: [date]
10. Our refund policy
Separately from, and in addition to, the statutory right of withdrawal above, we offer a full refund of your most recent payment if you cancel within 5 days of that payment. You can do this yourself from the subscription page, and Pro access ends immediately when the refund is issued.
After that window, we do not refund partial billing periods, except where a refund is required by law or where we have withdrawn a material feature as described in section 2. Nothing in this section limits your statutory rights.
11. Our intellectual property
Mindly, its software, design, branding, website content and documentation are owned by us and protected by copyright and other intellectual property laws. These terms give you no rights in them beyond the licence in section 3.
12. Availability and warranties
Availability: we work to keep Mindly reliable but do not guarantee uninterrupted or error-free service. Maintenance, provider outages and factors outside our control can interrupt it.
Backups are your responsibility. Because your library is stored on your Mac and we hold no copy, we cannot restore it if it is lost. Please keep your own backups, for example with Time Machine.
Consumers: if you are a consumer, you have statutory rights in respect of digital content and services that are not as described or not of satisfactory quality, and nothing in these terms limits or excludes those rights.
Business users: if you use Mindly in the course of a business, the service is provided "as is" and we exclude all implied warranties to the fullest extent the law permits.
13. Liability
We are fully liable, without limitation, for damage arising from injury to life, body or health, for damage caused intentionally or by gross negligence, for anything we have fraudulently concealed, under any guarantee we have expressly given, and under the German Product Liability Act (Produkthaftungsgesetz).
For slight negligence, we are liable only where we breach an obligation that is essential to the purpose of this agreement and on which you may reasonably rely (a "cardinal obligation"). In that case our liability is limited to the foreseeable damage typical for this kind of contract, and in any event to the greater of the amounts you paid us in the 12 months before the event, or €100.
We are not otherwise liable for slight negligence, and in particular not for indirect or consequential loss, lost profits, or loss of data that a reasonable backup would have prevented.
Nothing in this section limits liability that cannot be limited under the law that applies to you.
14. Indemnity (business users only)
If you use Mindly in the course of a business, you agree to indemnify us against third-party claims, damages and reasonable costs arising from your unlawful use of the service or your breach of these terms. This section does not apply to consumers.
15. Privacy
How we handle personal data is set out in our Privacy Policy, which forms part of these terms. It explains what stays on your Mac, what is transmitted when you use an AI feature, and which providers we use.
16. Changes to these terms
We may update these terms as Mindly changes or the law requires. For material changes, we will notify account holders by email or in the app at least 30 days before they take effect. If you do not accept a material change, you may terminate your agreement before it takes effect and we will refund the unused part of any term you have paid for. Continuing to use Mindly after the effective date means you accept the new terms.
17. Governing law and disputes
These terms are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.
If you are a consumer, this choice of law does not deprive you of the protection of the mandatory provisions of the law of your country of residence. You may bring proceedings in the courts of the country where you live, and we will bring any proceedings against you there.
If you use Mindly in the course of a business, the exclusive place of jurisdiction is Munich, Germany.
We are not obliged and not willing to participate in dispute resolution proceedings before a consumer arbitration board. Please contact us directly first — most issues are resolved by email.
18. General
Severability: if a provision of these terms is or becomes invalid, the rest remains in force.
No waiver: if we do not enforce a right, that is not a waiver of it.
Assignment: you may not transfer your rights under these terms without our consent. We may transfer ours if Mindly is sold or reorganised, provided your rights are not reduced; if that happens we will tell you and you may cancel.
Events outside our control: we are not liable for delays or failures caused by events beyond our reasonable control.
Survival: sections 6, 11, 13, 14, 17 and 18 survive termination.
Entire agreement: these terms and the Privacy Policy are the whole agreement between us about Mindly.
19. Contact
Questions about these terms go to [email protected].