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Letter of Intent (LOI) — MindNote B2B Pilot Program

Effective Date: _______________________

Version: 1.0 Issued by: MindNote ("MindNote", "we", "us") Contact: hello@mindnote.online Web: https://www.mindnote.online/ · https://workspace.mindnote.online/

1. Parties

Provider Customer
Legal name MindNote _______________________
Address _______________________ _______________________
Contact name _______________________ _______________________
Email hello@mindnote.online _______________________
Role / title _______________________ _______________________

This Letter of Intent ("LOI") records the mutual intent of MindNote and the Customer named above (each a "Party" and together the "Parties") to enter into a paid pilot of the MindNote platform (the "Pilot") on the terms summarized below, subject to execution of a Master Services Agreement ("MSA") and the applicable order form.

This LOI is suitable for startups and enterprise customers evaluating MindNote for team-wide deployment.

2. Pilot Overview

MindNote is an AI-augmented note-taking workspace (Web, iOS, Android) that enables teams to:

  • Capture notes via typing, dictation, live/virtual meeting transcription (Google Meet, Microsoft Teams, Zoom), video-to-text (YouTube), image-to-text (OCR), and AI prompt editing.
  • Edit collaboratively in a block-based rich editor with media, tables, embeds, and slash commands.
  • Share notes privately or via public links, with comments and threaded replies.
  • Export to PDF, Word, Excel, Markdown.

Value proposition: Write up to 10× faster, +30% productivity uplift, capture knowledge from any input.

3. Pilot Commercial Terms

Item Terms
Pilot price USD 100 per seat for the full 4-month Pilot term (flat, independent of consumption)
Minimum seats 2 seats
Pilot cohort Limited to 20 companies in the current cohort
Initial term 4 months
Usage Unlimited usage during the Pilot (AI prompts, transcription minutes, notes, shares, comments)
File sizes Unlimited PDF import/export size during the Pilot (subject to fair-use and the AUP)
Payment One-time prepayment per seat for the 4-month Pilot, invoiced on Effective Date
Refunds No refunds. Pilot fees are non-refundable. See §7.
Auto-renew None during Pilot. Conversion to a paid subscription requires a signed order form.
Currency / taxes USD; exclusive of VAT/sales tax which will be added where applicable

Custom transcription volumes, dedicated SLAs, on-premise/private-cloud deployments, or bespoke integrations are out of scope of the standard Pilot price and will be quoted separately.

4. Pilot Scope

In scope (standard Pilot):

  1. Access for the agreed number of seats to the MindNote Web app at workspace.mindnote.online and the iOS / Android apps.
  2. All standard product features: block editor, AI prompt editing, OCR, video-to-text (YouTube), live meeting transcription (Google Meet, Microsoft Teams, Zoom), TTS/STT, sharing, exports.
  3. Email support (hello@mindnote.online) per the Support Procedures document.
  4. Quarterly check-in with the MindNote team to review usage, friction, and feature requests.

Out of scope unless separately agreed in writing:

  • Custom development, feature work, branded UI, white-labeling.
  • Data residency outside MindNote's default region.
  • Custom or signed BAA / HIPAA-grade processing.
  • On-premise deployment.
  • Dedicated SLA above the standard tier described in the SLA document.
  • Volume-priced transcription or large-batch ingestion beyond fair-use limits.

5. Success Criteria

The Parties will agree, within 14 days of the Effective Date, on a short list of measurable success criteria, which may include:

  • Weekly active users / seat utilization ≥ X%.
  • Median notes created per active user per week ≥ X.
  • Adoption of at least 2 AI features (transcription, AI prompt editing, OCR, video-to-text).
  • Time-to-first-note < 5 minutes after onboarding.

Outcomes will be reviewed at the end of the Pilot and used to inform a possible conversion to a multi-seat subscription.

6. Data Protection & Security (summary)

  • Customer data is processed under MindNote's Data Protection Addendum (DPA) and Privacy Notice (B2B) (incorporated by reference).
  • Authentication: email/password + Google OAuth, JWT sessions, row-level security on all tenant tables.
  • Encryption: TLS 1.2+ in transit, AES-256 at rest.
  • Sub-processors are listed in the public Sub-processor List; training opt-out is enforced with all model providers per the AI Data Handling Statement.
  • GDPR, CCPA, COPPA, EU AI Act (applicable tier): operational. SOC 2 Type II, ISO 27001, ISO/IEC 42001, HIPAA + BAA: planned.

Customer remains the controller of its data; MindNote acts as processor for Customer Content.

7. Liability, Refunds, and Disclaimers

  • No refunds. All Pilot fees are non-refundable, including in the case of early termination by the Customer, low utilization, or change of evaluation outcome.
  • MindNote takes commercially reasonable measures to keep the Service secure (see §6) but is not liable for indirect, incidental, consequential, special, punitive, or exemplary damages, loss of profits, loss of revenue, loss of data, or business interruption, arising out of or in connection with the Pilot, even if advised of the possibility of such damages.
  • MindNote's aggregate liability under this LOI and the resulting MSA shall not exceed the fees actually paid by the Customer for the Pilot in the 12 months preceding the event giving rise to the claim.
  • The Service is provided "as is" and "as available". Except as expressly stated in the MSA, MindNote disclaims all warranties, whether express, implied, or statutory.

8. Confidentiality

Each Party will treat as confidential any non-public information disclosed by the other Party in connection with the Pilot and will use it solely to evaluate, deliver, or improve the Pilot. Obligations survive 3 years after termination.

9. Term, Termination & Conversion

  • Term: Starts on the Effective Date and runs for the Pilot duration in §3.
  • Termination for convenience: Either Party may terminate on 14 days' written notice. Fees remain non-refundable (§7).
  • Termination for cause: Either Party may terminate immediately on material uncured breach after 15 days' written notice.
  • Conversion: At the end of the Pilot, the Parties may sign a paid order form to continue under the MSA. Conversion is not automatic.
  • Post-termination: Customer may export its content for 30 days post-termination via in-product export tools (PDF/Word/Excel/Markdown). After 30 days, MindNote may delete or anonymize Customer Content per the retention policy in the Privacy Policy.

10. Binding Nature

This LOI is legally binding with respect to:

  • §3 (Commercial Terms — payment obligation once countersigned),
  • §6 (Data Protection summary),
  • §7 (Liability & Refunds),
  • §8 (Confidentiality),
  • §9 (Term & Termination),
  • §11 (Governing Law).

All other provisions are non-binding statements of intent pending execution of the MSA.

11. Governing Law & Venue

This LOI is governed by the laws of MindNote's place of establishment, excluding conflict-of-law rules. Disputes are subject to the exclusive jurisdiction of the competent courts of that jurisdiction, unless the MSA provides otherwise.

12. Signatures

By signing below, each Party acknowledges and agrees to the binding provisions of this LOI.

For MindNote

Name: _______________________ Title: _______________________ Date: _______________________ Signature: _______________________

For Customer

Name: _______________________ Title: _______________________ Date: _______________________ Signature: _______________________

MindNote — hello@mindnote.online — https://www.mindnote.online/

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