SECTION 1. AGREEMENT
1.1. By accessing, registering with, or using MindSumo, you are entering into a legally binding agreement with MBO Partners, Inc. dba MindSumo (a Delaware corporation with a place of business at 20405 Exchange Street, Suite 301, Ashburn, VA 20147 (“MBO”, “we”, “our”).
1.2.1. your use of our Websites or Services;
1.2.2. transactions using our Websites and Services.
1.4. You may use our Websites and Services only if you are an adult and are legally authorized to do so. Our Websites and Services are not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If you do not qualify, do not use our Websites and Services. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, you may not use our Websites and Services.
SECTION 2. KEY TERMS
2.1. “Affiliate” means, with respect to a Party, any entity at any tier that Controls, is Controlled by, or is under common Control with that Party. The term “Control” (including with correlative meanings, the terms “Controlled by” and “under common Control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of more than 50% (fifty percent) voting securities, by trust, management agreement, contract or otherwise.
2.2. “Mutual Agreement to Arbitrate” means the Mutual Agreement to Arbitrate that governs the resolution of all disputes arising from the Websites and Services.
2.3. “Challenge(s)” has the same meaning as MindSumo Challenge(s) as defined below.
2.4. “Challenge Brief” means the document created for each MindSumo Challenge that describes the nature of the Challenge, and the specific Deliverables that Problem Solvers must submit in order to be eligible to win the Challenge Reward.
2.5. “Challenge Portal” means a custom site designed for a Challenger to host Challenges with their own Problem Solver community.
2.6. “Challenge Reward(s)” means the monetary or other compensation awarded to the winning Problem Solver(s) of a Challenge. The Challenge Rewards are standard, unless specifically chosen by The Challenger.
2.7. “Challenge-Specific Provisions” means the additional terms and conditions outlined for a particular Challenge that a Challenger stipulates must be agreed to by participating Problem Solvers.
2.8. “Challenger(s)” means the businesses or other entities that post Challenges to be worked on by Problem Solvers.
2.9. “Claims” means claims, suits, actions, losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs, or expenses including reasonable attorneys’ fees.
2.10. “Code of Conduct” means the Code of Conduct with which Users must comply.
2.11. “Confidential Information” means all non-public information, written or oral, disclosed through any means of communication by Challenger or any Problem Solver in connection with the Challenge and any Solution.
2.12. “Data Protection Laws” means any law, rule, regulation, decree, statute, or other enactment, order, mandate or resolution, as implemented or amended, applicable to MBO, Challenger, or Problem Solver relating to data security, data protection and/or privacy, including but not limited to:
2.12.1. “EU GDPR” which means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data.
2.12.2. “UK GDPR” which means EU GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.
2.12.3. “CCPA” which means the California Consumer Privacy Act of 2018 commencing with Section 1798.100 of the Civil Code, and its implementing regulations, and as amended by the “CPRA” (California Privacy Rights Act, otherwise known as the California Privacy Rights Act of 2020).
2.13. “Data Subject” means an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, and includes “Consumer” as the term is defined in the CCPA.
2.14. “Deliverable(s)” means an idea or Solution including the Work Product Problem Solvers submit to Challenges.
2.15. “Disclosing Party” means MBO, Problem Solver, or Challenger or any of their respective Affiliates who discloses or permits access to its Confidential Information.
2.16. “Includes” or “Including” means “includes but not limited to” or “including but not limited to” respectively.
2.17. “Intellectual Property Rights” means any and all rights arising in the United States or any other jurisdiction, including the right to sue, counterclaim, and recover for all past, present, and future infringement misappropriation, or dilution thereof, and including all right, title, and interest in and to:
2.17.1. patents, patent disclosures, and inventions, whether patentable or not;
2.17.2. trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, logos, corporate names, domain names, and other designations of source, sponsorship, affiliation, or origin, together with all related goodwill;
2.17.3. copyrights, copyrightable works, and other works of authorship including computer programs, data, data collections, and databases;
2.17.4. trade secrets, know-how, and other Confidential Information;
2.17.5. moral rights.
2.18. “Malicious Code” means viruses, worms, time bombs, Trojan horses, spam and other harmful or malicious code, files, scripts, agents, or programs.
2.19. “MindSumo Challenge(s)” means specific problems of individual organizations that are posted for Problem Solvers to try and solve.
2.20. “Party” means MBO, a Visitor, User, Challenger or Problem Solver individually, and may be referred to collectively as the “Parties.”
2.21. “Personal Information” means the personal information of MindSumo users that is collected in the registration process including but not limited to name, telephone number, email address and resume.
2.23. “Problem Solver” means the registered MindSumo Users who submit potential solutions to Challenges that are posted on the site located at www.mindsumo.com or on Client Challenge Portals.
2.24. “Problem Solver Agreement” means the agreement between Challenger and Problem Solver containing Challenge-Specific Provisions which must be agreed to for Problem Solvers to be eligible to participate in the applicable Challenge.
2.25. “Process” or “Processing” means any operation or set of operations which is performed on data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
2.26. “Receiving Party” means MBO, Problem Solver, or Challenger or any of their respective Affiliates who receives or is given access to Confidential Information.
2.27. “Reward(s)” means any monetary or material compensation given to Problem Solvers for their activity on the website.
2.28. “Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, an individual’s Personal Information to another business or a third party for monetary or other valuable consideration or as otherwise defined in the CCPA.
2.29. “Sensitive Data” or “Sensitive Personal Information” means Personal Information that may, pursuant to applicable Data Protection Laws, require additional restrictions or protections regarding controlling, processing, and safeguarding such data or information; and shall have the meanings ascribed in applicable Data Protections Laws.
2.30. “Services” means the combination of MBO’s services, acts, and activities to make it easier for organizations and independent professionals to work together, including the ability for companies to crowdsource breakthrough ideas quickly and affordably from creative problem solvers using MindSumo.com. For Visitors, the Services include the opportunity to browse profiles, educational materials and other information, invitations to events, and other services.
2.31. “Solution(s)” A proposal or idea submitted by a Problem Solver for any individual MindSumo Challenge.
2.33. “Websites” means our websites including MindSumo.com, as well as any other website we operate, along with the services, features, functionalities, browser extensions and other services available through our websites and their sub-domains.
2.34. “Winning Solution” A Solution that is chosen as the recipient of the Challenge Reward for a specific MindSumo Challenge.
2.35. “User(s)” means any person using the Websites or Services and any legal entity represented by such person.
2.36. “Visitors” are individuals and or entities who visit our Websites and may browse profiles, download publicly available resources, register for events, request information, or request to be contacted.
2.37. “Work Product” means any tangible or intangible solutions, ideas, content, or Deliverables that a Problem Solver submits to a Challenge, including, but not limited to, configurations, proposals, videos, any other information, customized hardware, and or any intellectual property developed in connection therewith.
SECTION 3. RELATED AGREEMENTS & POLICIES
3.1.2. Code of Conduct. You shall comply with the Code of Conduct.
3.1.3. Mutual Agreement to Arbitrate. You and MBO shall comply with the Mutual Agreement to Arbitrate.
SECTION 4. YOU AGREE TO CONDUCT TRANSACTIONS ELECTRONICALLY
4.1. Users shall use electronic signatures in connection with MindSumo.com and receive all notices and copies of documents, including those that are legally required to be delivered to in writing at the email address provided by User. An electronic signature constitutes a “signature” that is a legally binding equivalent to User’s handwritten signature.
4.2. User and MBO shall promptly update the other if their email address changes.
4.3. Upon request from a User, MBO shall provide paper copies of documents of any documents relating to MindSumo. Users that make repeated requests may be charged a fee for the costs of making and sending paper copies, and MBO will notify User of the fee before sending the copies.
SECTION 5. YOUR USE OF MINDSUMO.COM AND YOUR RELATIONSHIP WITH MBO
5.1. MBO provides a service whereby Challengers may post Mindsumo Challenges to source ideas or use MindSumo’s database to identify and recruit potential job candidates from among the pool of MindSumo Problem Solvers. Challengers may be commercial enterprises, not-for-profit organizations, local, state, or federal governments (including agencies of the United States government), or other entities. By using this Site, you acknowledge that:
5.1.1. MBO does not control Users or Challenge rules. MBO does not supervise, direct, or control Users in the creating, hosting, or execution of any MindSumo Challenge or Solution. MBO does not control in any manner the nature, quality, legality or timing of MindSumo Challenges. MBO is not involved in nor is it responsible for deciding the outcome of any solution including judging whether a solution should be selected as a Winning Solution.
5.1.2. MBO is not an employer, representative, or partner of any User. MindSumo is a neutral forum for MindSumo Challenges to be posted, and Solutions to be submitted. Though MBO offers its Websites and Services to facilitate transactions between Challengers and Problem Solvers and uses reasonable efforts to keep postings related to the results of Solutions and Challenge Rewards paid as current as possible, we do not guarantee that the postings or content on MindSumo.com will be current at all times. Further, the relationship between MBO and any Party or User is that of independent contractors and nothing shall be construed as creating a partnership, joint venture, principal-agent, representative, or employer-employee relationship. No User or Party shall commit, nor be authorized to commit or bind, MBO in any manner.
SECTION 6. TERMINATION
6.2. Termination by MBO. A User’s ability to access or log in to their profile on MindSumo.com may be terminated in the following circumstances:
SECTION 7. PROBLEM SOLVERS’ OBLIGATIONS AND ACKNOWLEDGEMENTS
7.1.1. Eligibility for MindSumo Challenges. MBO’s Websites and Services including MindSumo.com are not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. For any Challenge posted by a Challenger that is an alcohol manufacturer, wholesaler or retailer, individuals must be at least 21 years of age and cannot be an individual or organization who cannot form a legally binding contract under applicable law. If you do not qualify, please do not use the MBO’s Websites and Services including MindSumo.com. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, you may not use MBO’s Websites and Services including MindSumo.com.
7.2. Payments of Rewards. Payment of any Challenge Reward is conditioned on a Problem Solver’s cooperation with MBO’s verification procedures. The Challenge Reward will be paid to Problem Solvers locally, in U.S. Dollars, or if required by local law, in the applicable local currency equivalent based on the foreign exchange rate in effect on the date of the disbursement by MBO. MBO is not responsible for payment of any Challenge Reward, or any part of any Challenge Reward, to any party other than to the Problem Solver through whom the Solution was submitted. Problem Solvers acknowledge and agree that any Challenge Reward represents a complete payment, net of any local taxes that MBO may be required to withhold, and that Problem Solvers are not entitled to any other compensation of any kind. If local law does not require withholding of taxes, all taxes on Awards shall be a Problem Solver’s sole responsibility.
SECTION 8. CHALLENGERS’ OBLIGATIONS AND ACKNOWLEDGEMENTS
8.2. Challenger Eligibility. MBO’s Websites and Services including MindSumo.com are not available to individuals or organizations who cannot form legally binding contracts under applicable law. If you do not qualify, please do not use the MBO’s Websites and Services including MindSumo.com. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, you may not use MBO’s Websites and Services including MindSumo.com.
8.4.1. Payment of Rewards. Payment of Challenge Rewards will be handled in accordance with the terms set forth in the MindSumo Challenge Brief and/or its applicable Problem Solver Agreement or Challenge-Specific Provision. The decision as to qualifying criteria and conditions and whether to accept a Solution is entirely within the discretion of the Challenger.
8.4.2. Fees. MBO shall be entitled to a fee for hosting MindSumo.com to enable Challengers to crowdsource solutions. As set forth in this section 8, Challengers shall pay such fee to MBO upon making payment for the Challenge Reward for the Winning Solution. For Challenge Rewards and all other Rewards, MBO reserves the right to refuse payment and/or delivery at its own discretion.
SECTION 9. REPRESENTATION AND WARRANTIES
9.2. Compliance with Laws. Each Party warrants that it will comply with all applicable laws, ordinances, rules, regulations, orders, and other governmental requirements including applicable tax laws.
9.3. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, THE SERVICES ARE PROVIDED “AS IS”. NEITHER MBO DBA MINDSUMO NOR CHALLENGER MAKES ANY WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE SERVICES.
9.3.1. Others’ Information. MBO does not guarantee the accuracy of MindSumo.com or ownership of any information in a MindSumo Challenge Brief or the availability of any Challenge Reward, unless otherwise stated in a MindSumo Challenge Brief. While MBO believes such information to be posted in good faith, MBO does not control the information provided by others that is made available through MindSumo.com. Other User’s information may be inaccurate. Problem Solvers shall look solely to the Challenger for any claims they may have regarding a Challenger’s information.
9.3.2. Content Uploaded by Problem Solvers. The operation of MindSumo, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Site. Although we strive to keep Your Content secure, given the nature of the Internet, we cannot guarantee that we will be successful in doing so. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. We will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
SECTION 10. INTELLECTUAL PROPERTY RIGHTS
10.1. MBO shall retain all ownership in MindSumo, and all content generated by it that is displayed on MindSumo.com. All proprietary rights, intellectual property rights, title and interests to our Websites and Services or any portion or materials downloadable or subject to activation through our Websites and Services, and any changes or modifications to any of the foregoing, and all related documentation shall be and remain the exclusive property of MBO.
10.3. You may not at any time, now or in the future, contest or do, or aid others in contesting or doing, anything which otherwise impairs the validity of any proprietary or intellectual property right, title or interest of MBO in and to such materials.
10.4.1. copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code;
10.4.2. modify or attempt to modify MindSumo.com in any manner or form except that you have the right to modify your self-generated content on MindSumo.com.
10.5. The license granted to you by MBO is a limited license to access and make personal use of MindSumo.com and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of MBO. MindSumo.com or any portion of our Websites and Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of MBO.
10.6. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including Challenge descriptions, images, text, page layout, or form) of MindSumo without express written consent. You may not use any meta tags or any other “hidden text” utilizing MBO’s (or MindSumo.com) name or trademarks without the express written consent of MBO. Any unauthorized use terminates the permission or license granted by MBO.
10.7. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of MindSumo.com so long as the link does not portray MBO or its Websites or Services or products in a false, misleading, derogatory, or otherwise offensive matter. You may not use any MBO or MindSumo.com logo or other proprietary graphic or trademark as part of the link without express written permission.
10.8.1. MBO’s License to Use MindSumo Challenges. By creating a Challenge, you grant MBO an nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your MindSumo Challenge Brief. You shall pick a Winning Solution for the Challenge and agree that MindSumo will pay a Reward to the Problem Solver who submits the Winning Solution from the fees you pay for the Challenge.
10.9. Problem Solvers:
10.9.1. Conveyance of Ownership of Intellectual Property. By submitting a Solution to a MindSumo Challenge Brief, Problem Solvers agree that:
10.9.1.1. they own the submitted Solution and are legally free to make the disclosure and to convey the intellectual property rights being offered to the Challenger;
10.9.1.2. their Solution is subject to the additional terms and conditions in any applicable Problem Solver Agreement or Challenge-Specific Provision;
10.9.1.3. they are hereby granting to the Challenger the intellectual property rights contained within their Solutions, regardless of whether any such Solution is a Winning Solution, and understand their Solutions may be used by the Challenger as they see fit;
10.9.1.4. they understand at least one Winning Solution will be chosen for each Challenge Brief, with an accompanying Challenge Reward paid by MindSumo to the Problem Solver who provided the Winning Solution.
10.10.1. Additionally, Problem Solvers represent and warrant that Your Content will be accurate and will not (a) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or (c) be libelous, unlawfully threatening, or unlawfully harassing. All Problem Solvers may be asked to make legally binding warranties and representations to MBO and the Challenger in relation to a Solution that you submit.
SECTION 11. INDEMINIFICATION
11.2. Indemnification by Problem Solvers. Problem Solvers shall defend, indemnify, and hold harmless MBO and/or Challenger from third party Claims arising out of information, Deliverables, or Work Product they provide to MindSumo or Challenger for publication or in response to a Challenge any breach by Problem Solver of this agreement. We shall provide notice to you of any such claim, suit or demand. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you shall cooperate with any reasonable requests assisting our defense of such matter.
SECTION 12. LIMITATION OF LIABILITY
12.1. Limitation of Liability and Disclaimer. MBO has no control over and is not responsible for the acts or omissions of Challengers, or the quality or legality of the Solutions sought thereby. MBO does not warrant or guarantee the accuracy or completeness of any MindSumo Challenge Brief, nor does it endorse any Challenger. MBO DBA MINDSUMO SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) YOU SUFFER OR INCUR AS A RESULT OF THIRD-PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL MINDSUMO OR A CHALLENGER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OR FOR ANY DAMAGES IN EXCESS OF $100 REGARDLESS OF THE CAUSE.
12.2. Waiver of Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site or MindSumo’s services must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
12.3. Waiver by California Residents and Similar Jurisdictions. If you are a California resident, you waive California Civil Code, Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
SECTION 13. GENERAL PROVISIONS
13.1. Links to Other Services and/or Materials. The Websites may contain links to web sites not operated by or for MBO. These links are provided as a courtesy to Visitors of our Websites. These links are provided for reference only and MBO does not control such websites or the materials, information, goods, or services available or contained on those websites. MBO is not responsible for their contents. MBO’s inclusion of links to such websites does not imply any endorsement of the material on the websites or any association with their operators. If you decide to access any of the linked web sites, then you do so entirely at your own risk. MBO reserves the right to terminate any link at any time.
13.3. Copyright. All content included on the Websites, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of MBO (and when applicable, Challengers) and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of MBO (and when applicable, Challengers) and protected by U.S. and international copyright laws. All software used on this site is the property of MBO or its software suppliers and protected by United States and international copyright laws.
13.3.1. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If anyone believe in good faith that any content made available in connection with the MindSumo.com infringes on their copyright, that individual or entity (or the individual or entity’s agent) may send us a notice requesting that the content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see https://www.copyright.gov/ for details). Notices and counter notices should be sent to us at:
20405 Exchange Street, Suite 301
Ashburn, VA 20147
By Email: firstname.lastname@example.org
13.6. Force Majeure. No Party shall be liable for any failure or inability to perform their respective obligations hereunder due to any cause beyond the reasonable control of the non-performing Party, including without limitation, acts of God, regulations of laws of any government, acts of war or terrorism, acts of civil or military authority, fires, floods, accidents, epidemics, quarantine restrictions, unusually severe weather, explosions, earthquakes, strikes, labor disputes, loss or interruption of electrical power or other public utility, delays in transportation, or any similar or dissimilar cause beyond its reasonable control.
13.7. Cooperation. Each Party shall provide reasonable cooperation with and timely approvals to the other Party and such cooperation or approvals shall not be unreasonably withheld or delayed.
13.9. Notices. MBO shall provide notice to Users by (1) posting notice conspicuously on MindSumo.com and Users accepting or agreeing to the notice; or (2) sending an email to User at the email address provided by User. User shall provide notice to MBO by sending an email to email@example.com.
13.12. No Waiver of Default. The failure of either Party to exercise or enforce any right hereunder shall not constitute a waiver of that right with respect to any subsequent default.