YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE.
YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
IDENTITY & EDUCATION VERIFICATION
USERNAMES AND PASSWORDS
PURPOSE OF THE SITE AND SITE SERVICES
CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND GREATMIND
PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
DISBURSEMENTS TO GREATMINDS
NO RETURN OF FUNDS
FORMAL INVOICES AND TAXES
US DOLLARS AND FOREIGN CURRENCY CONVERSION
WORK AGREEMENT TERMS
CLIENT PAYMENTS AND BILLING
TERMINATION OF A WORK AGREEMENT
INTELLECTUAL PROPERTY RIGHTS
RECORDS OF COMPLIANCE
RELATIONSHIP WITH FINDGREATMINDS.COM
GENERAL – WORK AGREEMENTS
LICENSES AND THIRD-PARTY CONTENT
SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
USER CONTENT LICENSE
UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE
LINKS AND APPLICATIONS
>MOBILE AND OTHER DEVICES
LIMITATION OF LIABILITY
AGREEMENT TERM AND TERMINATION
ENFORCEMENT OF AGREEMENT
CONSEQUENCES OF AGREEMENT TERMINATION
CANCELLATIONS, REFUNDS, AND DISPUTES
DISPUTE PROCESS AND SCOPE
CHOICE OF LAW
INFORMAL DISPUTE RESOLUTION
MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
PREVAILING LANGUAGE AND LOCATION
COMMUNICATIONS FROM YOU TO FINDGREATMINDS.COM
By registering for a findgreatminds.com account on the Site (an "Account"), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to the Canadian Personal Information Protection and Electronic Documents Act with annexed Secure Electronic Signature Regulations (SOR/2005-30) if you reside in Canada, or pursuant to the pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.) if you reside in the United States. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments.
In connection with this Agreement, you may be entitled to receive certain records, such as work agreements, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form. In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support.
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement. However, we reserve the right, in our sole discretion, to communicate with you via Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by editing your Subscription Preferences. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site Services, and you will no longer appear in Client search results or be able to receive any Work Offers or sign Work Agreements.
To use certain Site Services, you must register for an Account. findgreatminds.com offers the Site Services for your business purposes, and not for personal, household, or consumer use. You must have, and hereby represent that you have, an independent business whether it be as a self-employed individual/sole proprietor or as a corporation or other entity.
To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, or if you had an Account on the Effective Date, use this Site or the Site Services after the Effective Date, you also must agree to the terms of this Agreement. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and the purchase and/or delivery of freelance services; and (c) perform your obligations as specified by any Work Agreement that you accept, unless such obligations are prohibited by applicable law or this Agreement. findgreatminds.com reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement, or for any other reason or no reason in findgreatminds.com’s sole discretion.
You represent that you are not: (a) a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S., Canadian or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or on Canada’s Special Economic Measures Act, or United Nations Act or other economic sanction rules of any sovereign nation.
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your location. You must not provide false or misleading information about your business, your education, your skills, or the services your business provides. You must not register for more than one ‘I am a Great Mind’ Account without express written permission from us. You must not ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government, educational or legal documents that confirm your identity. You authorize findgreatminds.com, directly or through third parties, to make any inquiries necessary to validate your identity, confirm your education including contacting your university on your behalf, and confirm your ownership of your email address or financial accounts subject to applicable law. When requested, you must provide us with information about you and your business.
When you register for an Account, you will be asked to choose a username and password for the Account. Each User will also be asked to choose the initial username and password. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize findgreatminds.com to assume that any person using the Site with your username and password either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password or the password of any User of your Account.
For the benefit of other Users of the site, findgreatminds.com encourages you to leave objective balanced feedback about businesses and GREATminds with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments, ratings, and other feedback left by other Users, and that findgreatminds.com will make these feedback results available to other Users, including composite feedback based on these individual ratings. findgreatminds.com provides its public feedback system as a means through which Users can share their opinions publicly and findgreatminds.com does not monitor or censor these opinions. findgreatminds.com does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that findgreatminds.com do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. findgreatminds.com is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, findgreatminds.com reserves the right (but is under no obligation) to remove posted feedback or information that in findgreatminds.com’ sole judgment violates the Terms of Service or negatively affects our community or operations.
The Site is a platform where Clients can identify GREATminds and buy Freelance Services online. The fGM Matching System™ suggest appropriate GREATminds to Clients based upon project requirements and GREATmind education, skills, and profiles. Subject to the terms of this Agreement, findgreatminds.com provides the Site Services to Business and GREATminds, including hosting and maintaining the Site, and enabling the formation of Work Offers and Agreement through our Escrow Service Provider. If a Client and GREATmind agree on terms for GREATmind Services, a Work Agreement is formed directly between such Client and GREATmind, subject to the provisions set forth in Section CONTRACTUAL RELATIONSHIP BETWEEN BUSINESS CLIENT AND GREATMIND. When a User enters a Work Agreement, the User uses the Site to engage, communicate, invoice and pay online.
findgreatminds.com contracts Secure Escrow Services to Clients and GREATminds to deliver, hold, or receive payment for an Engagement, and to make payments to findgreatminds.com (“Escrow Services”). The Escrow Services are intended for business use, so you agree to use the Escrow Services for business purposes and not for consumer, personal, family, or household purposes.
An Escrow Account is used to receive, hold, and release payments pursuant to the Escrow Instructions for the Engagement that is the subject of that Work Agreement.
You hereby authorize and instruct our Escrow Service Provider to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with this Agreement and the applicable Escrow Instructions.
You acknowledge and agree that a Work Agreement is comprised of the following agreements (as applicable): (a) The Escrow Instructions including Project Milestones; (b) the Engagement terms offered and accepted on the Site to the extent that the terms do not and do not purport to expand findgreatminds.com’s obligations or restrict findgreatminds.com’s rights under this Agreement; and (c) any other contractual provisions accepted by both the Client and the GREATmind, to the extent that the provisions do not, and do not purport to, expand findgreatminds.com’s obligations or restrict findgreatminds.com’s rights under this Agreement. You acknowledge and agree that findgreatminds.com is not a party to any Work Agreements, and that the formation of a Work Agreement between a Client and a GREATmind will not, under any circumstance, create an employment or other service relationship between findgreatminds.com and the GREATmind.
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or GREATminds; (b) findgreatminds.com is not a party to any Work Agreements between Clients and GREATminds; (c) you are not an employee of findgreatminds.com, and findgreatminds.com does not, in any way, supervise, direct, or control the GREATmind or GREATmind Services; (d) findgreatminds.com will not have any liability or obligations under or related to Work Agreements or any acts or omissions by you or other Users; (e) Findgreatminds.com has no control over GREATminds or the GREATmind Services offered or rendered by GREATminds; and (f) findgreatminds.com makes no representations as to the reliability, capability, or qualifications of any GREATmind or the quality, security, or legality of any GREATmind Services, and Findgreatminds.com disclaims any and all liability relating thereto.
Upon setting payment compensation and milestones, the Client and GREATmind agree that they will be bound by, and Escrow Service Provider will follow, the Escrow Instructions.
When a Client pays a GREATmind, or when funds related to an Engagement are otherwise released to a GREATmind as required by the applicable Escrow Instructions, Escrow Service Provider will credit the GREATmind Escrow Account and then deduct and disburse to findgreatminds.com a 10% service fee that findgreatminds.com earns and GREATmind agrees to pay findgreatminds.com for creating, hosting, maintaining, and providing the Site and Site Services (the "Service Fee").
At findgreatminds.com’s sole discretion, it may choose to create different levels of participation and privileges on the Site. GREATminds may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described here, as may be revised from time to time upon such notice as may be appropriate.
Under the relevant Escrow Instructions, Escrow Service Provider automatically disburses funds that are payable to the GREATmind for the Engagement to the GREATmind (according to the payment instructions provided to findgreatminds.com) within 30 days after their fees are due and payable from Client. For the avoidance of doubt, the GREATmind agrees Escrow Service Provider, findgreatminds.com, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation from financial services firms and other third parties in connection with the services they provide.
Notwithstanding any other provision of this Agreement or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, Escrow Service Provider may hold the disbursement of GREATmind Fees or reclaim fees, including those not under investigation. Additionally, Escrow Service Provider may also hold the disbursement of the GREATmind Fees if: (a) we require additional information, such as GREATmind’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the GREATmind Fees may be subject to dispute or chargeback; (c) we suspect fraud or abuse; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Work Agreement, this Agreement, or other Terms of Service; (e) we deem necessary in connection with any investigation; or (f) required by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you. You agree that we have the right to obtain such reimbursement by instructing Escrow Service Provider to (and Escrow Service Provider will have the right to) charge an applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Escrow Account.
If Client fails to pay the GREATmind Fees or any other amounts due under this Agreement, whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, findgreatminds.com may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments or obtain any additional GREATmind Services. Without limiting other available remedies, Client must pay findgreatminds.com upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, findgreatminds.com or Escrow Service Provider, at our discretion, may set off amounts due against other amounts received from or held by findgreatminds.com or Escrow Service Provider for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
Client acknowledges and agrees that Escrow Service Provider will charge Client’s designated Payment Method for the GREATmind Fees for Work Agreements, upon Client’s acceptance of the GREATmind Services. Therefore, and in consideration of the Site Services provided by findgreatminds.com and the Escrow Services provided by Escrow Service Provider, Client agrees that once Escrow Service Provider charges Client’s designated Payment Method for the GREATmind Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any GREATmind Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that findgreatminds.com or Escrow Service Provider may dispute or appeal the chargeback and institute collection action against Client.
findgreatminds.com will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the GREATmind Fees. GREATmind will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the GREATmind Fees and for issuing any invoices so required. GREATmind will also be solely responsible for determining whether: (a) GREATmind or findgreatminds.com is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the GREATmind Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or findgreatminds.com, as appropriate; and (b) findgreatminds.com is required by applicable law to withhold any amount of the GREATmind Fees and for notifying findgreatminds.com of any such requirement and indemnifying findgreatminds.com (either by findgreatminds.com, at our sole discretion, offsetting the relevant amount against a future payment of GREATmind Fees to GREATmind or GREATmind reimbursing findgreatminds.com for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of findgreatminds.com, GREATmind agrees to promptly cooperate with findgreatminds.com and provide copies of GREATmind’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing GREATmind is engaging in an independent business as represented to findgreatminds.com.
To use certain Site Services, Client must provide account information for at least one valid Payment Method. The Site makes the following methods of payment available: credit cards, bank accounts, ACH, Bank Transfers and such other methods of payment as findgreatminds.com may accept from time to time in our sole discretion.
Client hereby authorizes findgreatminds.com and Escrow Service Provider to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by Escrow Service Provider.
When Client authorizes the payment of the GREATmind Fees for a Work Agreement on the Site, Client automatically and irrevocably authorizes and instructs Escrow Service Provider to charge Client’s Payment Method for the GREATmind Fees.
By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
The Site and the Site Services operate in US Dollars. Escrow Service Provider will charge Client’s Payment Method in US Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. We are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
You acknowledge and agree that a substantial portion of the compensation findgreatminds.com receives for making the Site available to you is collected as a deduction of the Service Fee described in Section SERVICE FEE. findgreatminds.com only deducts this Service Fee when a Client pays and a GREATmind receives payment through the Site. Therefore, for 12 months from the time you identify or are identified by any party through the Site (the "Non-Circumvention Period"), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the "findgreatminds.com Relationship"). You may opt-out of this obligation only if Client or prospective Client or GREATmind pays findgreatminds.com:
(a) an "Opt-Out Fee" computed to be the greater of the following amounts:
- $2,500; or
- 15% of the cost to the Client of the services to be performed in the findgreatminds.com Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or
- all Service Fees that would be earned by findgreatminds.com from the findgreatminds.com Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by GREATmind from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Findgreatminds.com; and
(b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject GREATmind until the date the Opt-Out Fee is paid.
To pay the Opt-Out Fee, you must request instructions by sending an email message to firstname.lastname@example.org.
Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
- Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
- Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
- Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and GREATmind.
You agree to notify findgreatminds.com immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to findgreatminds.com by sending an email message to: email@example.com.
Unless otherwise agreed to in writing signed by both Client and GREATmind, the default terms and conditions of the Work Agreement that a GREATmind enters directly with a Client when the GREATmind agrees to provide GREATmind Services to the Client are as set forth in this Section, Sections RECORDS OF COMPLIANCE, RELATIONSHIP WITH FINDGREATMINDS.COM, GENERAL – WORK AGREEMENTS, FINDGREATMINDS.COM’S ROLE and the other agreements referenced in ‘WORK AGREEMENTS’. Client and GREATmind may agree between them on any additional or different terms for their Work Agreement as long as such terms do not affect the rights or responsibilities of findgreatminds.com or violate the Terms of Service. findgreatminds.com is not a party to any Work Agreement by or between Users, except as a third-party beneficiary as described further below.
GREATmind will perform the GREATmind Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the GREATmind Services will be determined and controlled by GREATmind. Client will not create a Work Agreement for activities prohibited in our Prohibited Activities list. Nor will GREATmind perform services for activities related to Prohibited Activities. No services shall be solicited, agreed to, or performed which contravene Title 18, Part 1 of the United States Code or the Criminal Code of Canada.
This Agreement does not create a partnership or agency relationship between Client and GREATmind. GREATmind does not have authority to enter into written or oral (whether implied or express) contracts on behalf of findgreatminds.com. Client may not require an exclusive relationship between Client and GREATmind. A GREATmind is free at all times to provide GREATmind Services to persons or businesses other than Client, including any competitor of Client.
Client is billed immediately upon executing a Work Agreement. Funds will be transferred by Escrow Service Provider, using Client’s method of payment for Services to an escrow account where they are held securely by Escrow Service Provider, until such time as a project milestone is marked as ‘Completed’ by Client. Client is not at liberty to withhold payment by leaving a Project Milestone marked Incomplete if services rendered meet the terms of the Work Agreement. GREATmind may dispute non-payment, where services have been rendered in accordance with the Work Agreement, and payment is not forthcoming as per Section DISPUTE RESOLUTION.
With respect to disputes arising between Clients and GREATminds, findgreatminds.com and Escrow Service Provider enable a fair, quick and transparent outcome for both sides. We first offer the ability for both sides to work out the issue between them, and Escrow Service Provider will process the payment once both sides agree to a resolution.
Once a Client’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Client by GREATmind, the Work Agreement does not terminate until the GREATmind Services are completed. However, either Client or GREATmind has the right to terminate a Work Agreement at any time with the consent of the other party or in the event of a material breach. If a Work Agreement is terminated, Client does not have the right to recover any payments already released to GREATmind from the escrow account for the Work Agreement.
Certain Defined Terms
The following capitalized terms have the following meanings:
- "Pre-existing IP" means all Inventions developed by GREATmind other than in the course of providing GREATmind Services to Client under the Work Agreement and all Inventions that GREATmind incorporates into Work Product.
- "Client Materials" means requests, intellectual property, software and any other information or materials that Client provides to GREATmind for GREATmind to perform GREATmind Services.
- "Invention" means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
GREATmind will disclose in the Work Agreement any Pre-existing IP which GREATmind proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If GREATmind discloses no Pre-existing IP, GREATmind warrants that it will not incorporate any Pre-existing IP into Work Product provided pursuant thereto. GREATmind will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Pre-existing IP and other third-party materials that have been incorporated into the Work Product and provides, for each item of Pre-existing IP identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by GREATmind, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Work Agreement Terms, GREATmind agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.
License to Pre-existing IP
Upon GREATmind’s receipt of payment from Client, GREATmind hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Pre-existing IP incorporated or used in Work Product.
Client grants GREATmind a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the GREATmind Services under the applicable Work Agreement. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Work Agreement, or upon Client’s written request, GREATmind will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Pre-existing IP as permitted by the Work Agreement) contained in or on GREATmind’s premises, systems, or any other equipment or location otherwise under GREATmind’s control. Within ten days of such request from Client, GREATmind agrees to provide written certification to Client that GREATmind has returned or destroyed all Client Materials and Work Product as provided in this subsection.
Ownership of Work Product and Intellectual Property
Upon GREATmind’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If GREATmind has any Intellectual Property Rights to the Work Product that are not owned by Client upon GREATmind’s receipt of payment from Client, GREATmind hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, GREATmind retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. GREATmind hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
License to or Waiver of Other Rights
If GREATmind has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by GREATmind, GREATmind hereby automatically, upon GREATmind’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to GREATmind, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If GREATmind has any rights to such Work Product that cannot be assigned or licensed, GREATmind hereby automatically, upon GREATmind’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights.
GREATmind will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Work Agreement, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure GREATmind’s signature on any document needed in connection with the foregoing, GREATmind hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by GREATmind.
Client and GREATmind will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Work Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and (2) provide copies of such records to findgreatminds.com upon request. Nothing in this subsection requires or will be construed as requiring findgreatminds.com to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Work Agreement.
findgreatminds.com is not a party to the dealings between Client and GREATmind, including posts, projects, work offers, screening selection, work agreements, and performance of GREATmind Services. findgreatminds.com does not introduce GREATminds to Clients or help GREATminds find Work Offers. findgreatminds.com merely makes the Site Services available to enable Client to identify and determine the suitability of GREATminds for themselves. findgreatminds.com does not, in any way, supervise, direct, or control GREATmind or GREATmind’s work. findgreatminds.com does not set GREATmind’s work hours, work schedules, or location of work. findgreatminds.com will not provide GREATmind with training or any equipment, labor, or materials needed for a particular Work Agreement. findgreatminds.com does not provide the premises at which the GREATmind will perform the work. findgreatminds.com makes no representations about, and does not guarantee the quality, safety, or legality of, the GREATmind Services; the truth or accuracy of GREATmind’s listings on the Site; the qualifications, background, or identities of Users; the ability of GREATminds to deliver the GREATmind Services; the ability of Clients to pay for the GREATmind Services; or that a Client or GREATmind can or will actually complete a transaction.
findgreatminds.com does not deduct any amount for withholding, unemployment, Social Security or Social Insurance, or other taxes for Client or GREATmind, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to GREATmind’s performance, and Client’s acceptance, of GREATmind Services.
findgreatminds.com is not required to and may not verify any feedback or information given to us by GREATminds or Clients, nor does findgreatminds.com perform background checks on GREATminds or Clients, although we attempt to validate GREATmind’s education.
You hereby acknowledge and agree that findgreatminds.com may provide information on the Site about a GREATmind or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that GREATminds or Clients voluntarily submit to findgreatminds.com and does not constitute and will not be construed as an introduction, endorsement, or recommendation by findgreatminds.com; findgreatminds.com provides such information solely for the convenience of Users.
Client and GREATmind appoint findgreatminds.com as a third-party beneficiary of their Work Agreements for purposes of enforcing any obligations owed to, and any benefits conferred on, findgreatminds.com hereunder. Client and GREATmind further agree that findgreatminds.com has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Work Agreements.
This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and findgreatminds.com, except and solely to the extent expressly stated in this Agreement.
Work Agreements by and between GREATmind and Client will be governed by Sections WORK AGREEMENT TERMS, RECORDS OF COMPLIANCE, RELATIONSHIP WITH FINDGREATMINDS.COM, GENERAL – WORK AGREEMENTS, CONFIDENTIAL INFORMATION, GENERAL and DEFINITIONS of this Agreement, as applicable, either directly or by way of analogy.
The terms and conditions set forth in this Section and any additional or different terms expressly agreed by Client and/or GREATmind will constitute the entire agreement and understanding of Client and GREATmind with respect to each Work Agreement and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
Subject to and conditioned on compliance with this Agreement, findgreatminds.com grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than GREATmind Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without findgreatminds.com’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without findgreatminds.com’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by findgreatminds.com. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. findgreatminds.com retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The findgreatminds.com logos and names are trademarks of findgreatminds.com and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of findgreatminds.com’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
When you post User Content on the Site or through the Site Services or provide findgreatminds.com with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that findgreatminds.com may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant findgreatminds.com and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, "Ideas"). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place Findgreatminds.com under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, findgreatminds.com does not waive any rights to use similar or related ideas known or developed by findgreatminds.com or obtained from sources other than you.
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of findgreatminds.com and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of findgreatminds.com or any third party.
The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of findgreatminds.com. findgreatminds.com neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than findgreatminds.com’s authorized employees acting in their official capacities.
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that findgreatminds.com is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an "as is" and "as available" basis without any warranty for any purpose.
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. findgreatminds.com reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Findgreatminds.com will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
To the extent a Client or GREATmind provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of GREATmind Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by GREATmind); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of GREATmind Services.
If and when Confidential Information is no longer needed for the performance of the GREATmind Services for a Services Contract or at Client’s or GREATmind’s written request (which may be made at any time at Client’s or GREATmind’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
Without limiting Section CONFIDENTIAL INFORMATION, Client, GREATmind, and findgreatminds.com will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of GREATmind Services for a Services Contract.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. FINDGREATMINDS.COM MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINDGREATMINDS.COM DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION AGREEMENT TERM AND TERMINATION STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST FINDGREATMINDS.COM WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
findgreatminds.com is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
- your use of or your inability to use our Site or Site Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties’ use of the Site or Site Services;
- a suspension or other action taken with respect to your account;
- your reliance on the quality, accuracy, or reliability of job postings, GREATmind profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL FINDGREATMINDS.COM, OUR AFFILIATES, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF FINDGREATMINDS.COM, OUR AFFILIATES AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY FINDGREATMINDS.COM WITH RESPECT TO WORK AGREEMENTS ON WHICH USER WAS INVOLVED AS CLIENT OR GREATMIND DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that findgreatminds.com is not a party to any contract between Client and GREATmind, you hereby release findgreatminds.com, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the GREATmind Services provided to Client by a GREATmind and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection DISPUTE RESOLUTION.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
This release will not apply to a claim that findgreatminds.com failed to meet our obligations under this Agreement.
You will indemnify, defend, and hold harmless findgreatminds.com, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Work Agreement entered into by you or your agents, including, but not limited to, the classification of a GREATmind as an independent contractor; (c) failure to comply with this Agreement by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
This Agreement, as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and findgreatminds.com expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. You may provide written notice to firstname.lastname@example.org. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Work Agreements when you terminate this Agreement, you will continue to be bound by this Agreement until all such Work Agreements have closed on the Site; (b) findgreatminds.com will continue to perform those Site Services necessary to complete any open Work Agreement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Work Agreements, whichever is later, to findgreatminds.com for any Site Services and to any GREATminds for any GREATmind Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Work Agreement, or findgreatminds.com from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting findgreatminds.com’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Findgreatminds.com or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without findgreatminds.com’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
Without limiting findgreatminds.com’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed findgreatminds.com or our Affiliates under this Agreement, you must pay Findgreatminds.com for all fees owed to Findgreatminds.com and our Affiliates and reimburse findgreatminds.com for all losses and costs (including any and all time of findgreatminds.com’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Findgreatminds.com will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which findgreatminds.com will have no liability whatsoever.
findgreatminds.com has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting findgreatminds.com’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Findgreatminds.com.
Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for GREATmind Services performed prior to the effective date of the termination or thereafter for any Work Agreements executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes findgreatminds.com to charge to its Payment Method pursuant to Section PAYMENT TERMS. Subject to Dispute Resolution, findgreatminds.com will pay GREATmind, in accordance with the provisions of Section PAYMENT TERMS for any Milestones and/or Work Agreements executed before termination of this Agreement.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Work Agreements with you. You therefore agree as follows: IF FINDGREATMINDS.COM DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, FINDGREATMINDS.COM HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO WORK AGREEMENTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
For disputes arising between Clients and GREATminds, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Work Agreement.
If a dispute arises between you and findgreatminds.com or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, findgreatminds.com, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with findgreatminds.com, the termination of your relationship with findgreatminds.com, or the Site Services (each, a "Claim") in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Work Agreement, escrow payments or agreements, any payments or monies you claim are due to you from findgreatminds.com or its Affiliates or successors. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.
You agree that any Claim must be resolved as described in the subsections below titled INFORMAL DISPUTE RESOLUTION and MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.
This Agreement and any Claim will be governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any GREATmind located within the United States or Canada will be governed by the law of the state or province in which such GREATmind resides.
Before serving a demand for arbitration of a Claim, you agree to first notify findgreatminds.com of the Claim by email to email@example.com, and findgreatminds.com agrees to provide to you a notice at your email address on file (in each case, a "Notice") and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Findgreatminds.com must include pertinent account information, a brief description of the Claim, and Findgreatminds.com’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Findgreatminds.com will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision ("Arbitration Provision") applies to all Users except Users located outside of the United States and its territories.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, findgreatminds.com, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator.
A. Scope of Arbitration Agreement and Conduct of Arbitration
Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision ("Arbitration Provision") is governed by the Commercial Arbitration Act of Canada (R.S.C., 1985, c. 17 – 2nd Supp.). This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with findgreatminds.com ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. Either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. Either you or Findgreatminds.com may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.
Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.
B. Interpretation and Enforcement of this Arbitration Provision
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and findgreatminds.com agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
C. Class Action and Jury Trial Waiver
This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and Findgreatminds.com agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding ("Class Action Waiver"). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Findgreatminds.com agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, findgreatminds.com may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.
D. Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying findgreatminds.com in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to findgreatminds.com at firstname.lastname@example.org that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Findgreatminds.com relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Findgreatminds.com drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or findgreatminds.com because of the authorship of any provision of this Agreement.
Notwithstanding subsection ENTIRE AGREEMENT, Clients and GREATminds may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand findgreatminds.com’s obligations or restrict Findgreatminds.com’s rights under this Agreement.
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
No modification or amendment to this Agreement will be binding upon findgreatminds.com unless in a written instrument signed by a duly authorized representative of findgreatminds.com. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section does not apply to amendments to this Agreement posted by findgreatminds.com to the Site from time to time.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without findgreatminds.com’s prior written consent in the form of a written instrument signed by a duly authorized representative of findgreatminds.com (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). findgreatminds.com may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement will terminate.
The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. findgreatminds.com makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
All notices to findgreatminds.com or our Affiliates intended to have a legal effect must be in writing and delivered in writing via email to email@example.com. All such notices are deemed effective upon receipt by findgreatminds.com.
"Client" means any authorized Business User utilizing the Site to seek and/or obtain GREATmind Services from another User. From time to time, findgreatminds.com may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to findgreatminds.com when findgreatminds.com acts in this way.
"Client Deliverables" means requests, intellectual property, and any other information or materials that a GREATmind receives from a Client to perform GREATmind Services.
"Confidential Information" means Client Deliverables, GREATmind Deliverables, Work Product, and any other information provided to, or created by, a User for a Work Agreement or to perform or assist in performing GREATmind Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of GREATmind or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
"Escrow Account" means a secured non-interest earning Escrow Account for the purpose of facilitating payments from Client to GREATmind.
"Escrow Instructions" means Payment Agreement, Payment Method, and Work Milestones with Instructions to Escrow Service Provider.
"GREATmind" means any authorized User utilizing the Site to advertise profile and provide Services to Clients.
"GREATmind Deliverables" means requests, intellectual property, and any other information or materials that a Client receives from a GREATmind for a particular Work Agreement.
"GREATmind Fees" means a fixed fee agreed between a Client and a GREATmind.
"GREATmind Services" means all services performed for or delivered to Clients by GREATminds.
"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
"Opt-Out Fee" means a fee charged to opt of these terms of service for the purpose of employing a GREATmind outside of engagements through findgreatminds.com.
"Payment Method" means a valid credit card issued by a bank acceptable to findgreatminds.com, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as findgreatminds.com may accept from time to time in our sole discretion.
"Project" means a defined scope of work and resources, with a start and end date, at a fixed budget.
"Work Agreement" means, the contractual provisions between a Client and a GREATmind governing the GREATmind Services to be performed by a GREATmind for Client for a Project and the additional agreements referenced in Section WORK AGREEMENTS.
"Site Services" means all services that are accessible through the Site.
"Work Product" means any tangible or intangible results or deliverables that GREATmind agrees to create for, or actually delivers to, Client as a result of performing the GREATmind Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
"User Content" means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to findgreatminds.com.
If you have questions or need assistance, please contact Customer Support at firstname.lastname@example.org