Terms of Use

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. These Terms of Use apply to:

1.3. You may use our Websites and Services only if you agree to these Terms of Use. Your accessing or use of our Websites and Services constitutes your agreement to these Terms of Use. If you do not agree to these Terms of Use, stop using our Websites and Services including this MindSumo Website.

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.

1.5. If you are accessing and using our Websites and Services on behalf of a third party, company, or as an agent of a third party (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that third party, company, or other legal entity to these Terms of Use. In that case, “you” and “your” will refer to that third party, company, or other legal entity.

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:

2.13. “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:

2.18. “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.

2.22. “Privacy Policy” means the Privacy Policy that describes how we collect use, disclose and protect the Personal Information we process in connection with MindSumo.com and is available at Privacy Policy.

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.

2.32. “Terms of Use” means the Terms of Use that govern the use of our Websites and Services.

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.

3.1. These Terms of Use create a legally binding agreement between you and MBO. By agreeing to these Terms of Use, you are agreeing to comply with and to be legally bound by the following related agreements and policies (“Related Agreements and Policies”) as if they were set forth in full in these Terms of Use:

3.2. Updates. From time to time, MBO may update the Privacy Policy, Code of Conduct, or these Terms of Use. MBO will notify Users of the updates. If User does not accept the updated Terms of Use including the Related Agreements and Policies, then MBO may, in its discretion, terminate the agreement between a User and MBO and access to MindSumo.com.

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.

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:

6.1. Termination by a User. These Terms of Use including the Related Agreements and Policies create a legally binding agreement between you and MBO. You may terminate this agreement by submitting a request at any time to cancel your registration by contacting [email protected].

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:

7.1. Problem Solvers shall comply with the provisions of these Terms of Use and the Related Agreements and Policies when using 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.

8.1. Challengers shall comply with the provisions of these Terms of Use and the Related Agreements and Policies when using MBO’s Websites and Services including MindSumo.com.

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.

8.3. Challenger Registration. To be eligible to post Challenges and access information on MindSumo.com, you must register as a Challenger and agree to these Terms of Use, as well as any additional terms and conditions stipulated in the Related Agreements and Policies. As part of the registration process, you will be asked to select a password and a login name.

8.4. Payments:

9.1. Authority. Each Party represents and warrants that it has full rights and authority to execute, deliver, and perform its obligations under pursuant to these Terms of Use.

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.

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.

10.2. Except for content you provided as a Challenger, you have no proprietary or intellectual property right, title, or interest in or to any such materials except as a licensee in accordance with these Terms of Use or separate agreement with 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. Subject to these Terms of Use, Code of Conduct, and other Related Agreements, MBO grants you a nonexclusive, nontransferable, revocable, limited right to access, use MindSumo.com provided that you do not:

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. Challengers:

10.9. Problem Solvers:

10.10. Problem Solvers’ Content. You (as the Problem Solver) are solely responsible for the content of Your Information, postings, Solutions or other content provided by you (“Your Content”). MBO acts merely as a conduit for the distribution and/or publication of that information. MBO reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if MBO believes information is inappropriate for our Websites or Services, may create liability for MBO, or may cause MBO to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers or partners. You hereby grant to MBO a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use Your Content in connection with the operation of the service or the promotion, advertising or marketing thereof (subject to our Privacy Policy as it relates to your Personal Information).

11.1. Indemnification by Users. A User shall indemnify, defend, and hold MBO harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the User’s use of MindSumo.com and or our Websites and Services, violation of the Terms of Use, negligence, breach of these Terms of Use, or User’s infringement, or any other use of User’s username or password (unless User has notified MBO that User’s username and password have been improperly obtained by another party and it is readily ascertainable that such party’s use of User’s username and password was not with User’s permission and did not result from User’s negligence.

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.

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.

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.

13.2. No Third-Party Reliance. You shall not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of MBO or MindSumo.com. These Terms of Use and the Related Agreements and Policies shall have no third-party beneficiaries, unless described herein; and as between Problem Solvers and Challengers, only as described in the applicable Problem Solver Agreement or Challenge-Specific Provisions.

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.

13.4. Conflicts. In the event of a conflict or inconsistency between these Terms of Use (including the Related Agreements and Policies) and a Problem Solver Agreement or Challenge-Specific Provision, these Terms of Use shall govern the rights and obligations of a User to the extent necessary to resolve the conflict or inconsistency in connection with a User’s use and access to MindSumo.com. MBO’s rights and User’s obligations cannot be modified in a Problem Solver Agreement or Challenge-Specific Provision.

13.5. Modification. MBO may modify or update these Terms of Use (including the Related Agreements and Policies) at any time by notifying User of the change or update. By continuing to use MBO Websites and Services including MindSumo.com after receiving notice of the change or update, User accepts and agrees to the change or update.

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.

13.8. Assignment. These Terms of Use create a legally binding agreement between you and MBO which shall inure to the benefit of each Party and its respective successors and assigns. A Party shall not transfer, sell, or assign any right or obligation under this agreement without the prior written consent of MBO.

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 protected].

13.10. Severability. If any provision of these Terms of Use (including the Related Agreements and Policies) is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. These Terms of Use shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein and the Terms of Use shall be interpreted and construed so as to affect the original intent of the Parties as closely as possible so that the transactions contemplated are consummated as originally contemplated to the fullest extent possible.

13.11. Section Titles. Section titles as to the subject matter of sections are for convenience only and are in no way to be construed as part of these Terms of Use or as a limitation of the scope of the sections to which they refer.

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.

13.13. Governing Law. To the extent allowed by law, these Terms of Use (including the Related Agreements and Policies) shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia, without giving effect to its conflict of law principles. Any dispute or other legal action concerning these Terms of Use, including any arbitration or litigation proceedings shall take place in Virginia. Federal or state courts within Virginia shall have exclusive jurisdiction to entertain any motion to compel arbitration or to vacate or confirm any arbitration award. The Parties consent to the exclusive personal jurisdiction and venue of the federal and state courts located in Virginia, with respect to any dispute arising out of or in connection with these Terms of Use.

13.14. Survival. The provisions of these Terms of Use (including the Related Agreements and Policies) which by their nature extend beyond the expiration or early termination of these Terms of Use will survive and remain in effect until all obligations are satisfied.

13.15. Entire Agreement. These Terms of Use (including the Related Agreements and Policies) are the complete agreement between the Parties concerning the subject matter hereof and it replaces any prior oral or written communications between the Parties. There are no conditions, understandings, terms, representations, or warranties, express or implied, that are not specified herein. These Terms of Use may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.