MindMeet is an online platform (“MindMeet Platform”) that enables people anywhere in the world to share their knowledge, inspire others, and raise money for charity. Through high-impact face-to-face or virtual meetings in time slots of 15 minutes, 30 minutes or one hour, you will have access to great minds, ideas and advice from experts in various fields. The experts set the fee for their MindMeets and the proceeds go to a charity of their choice.
More specifically, MindMeet offers opportunities for its registered members (each, a “MindMeet Member”) to participate in MindMeet meetings, presentations or other engagements, as may be requested from time to time by MindMeet’s clients (“Clients”) or by MindMeet (“Meetings”). By using this website, you agree to be bound by the terms and conditions below, as they may be amended from time to time.
You hereby represent and warrant to MindMeet that:
- You have the legal power, capacity and authority to enter into and perform your obligations under these Terms & Conditions; and
- The performance of your obligations under these Terms & Conditions will not violate any applicable law, or any contract, agreement, duty, judgment, order, decree or other obligation or restriction to which you or any Content (as defined below) is subject.
Clients may not record, photograph, videotape or otherwise electronically or mechanically reproduce the image, voice, and/or other Content (including without limitation any and all communications with MindMeet and/or Clients or Members through the MindMeet Platform or MindMeet’s other systems) to which they gain access at a Meeting or through this website.
The intellectual property rights in all content accessible through this website are solely owned by MindMeet Inc. and are non-exclusively licensed to you solely for your own personal, non-commercial use consistent with these terms. You may not reproduce, modify, distribute, or otherwise use any such content without the prior written consent of MindMeet.
You may not, and agree that you shall not, engage in any of the following conduct in connection with this website:
- Impersonating any person or entity, or submitting any materials to the website that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of these terms, including, without limitation, utilizing misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise your identity or the origin of any content;
- Except as explicitly permitted by MindMeet, engaging in any commercial activity through the website or including any links to commercial services or websites or uploading, posting or otherwise transmitting any content that contains advertising or any solicitation regarding products, goods or services;
- Interfering with any user’s right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;
- Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, “junk mail,” “chain letters,” unsolicited mass mailing, or “spamming”;
- Engaging in any action or inaction that could disable, overload, impair the infrastructure of the website or impair its proper functioning, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the website; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the website;
- Accessing or attempting to access the website using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the website;
- Using the communication systems provided by the website for any solicitation or other commercial purposes, unless otherwise authorized by us;
- Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the website regarding illegal activities with the intent to commit them;
- Engaging in any conduct that in our sole discretion restricts or inhibits any other user from enjoying the use of the website.
PAYMENTS TO MindMeet MEMBERS
The amount charged for each Meeting is at the Member’s discretion. When a Client schedules a Meeting, MindMeet will place a charge for the amount of the Meeting against the client’s credit card account, where it will be held until two (2) days after the scheduled date and time of the meeting have passed. The Member must arrive at the Meeting within thirty (30) minutes of the scheduled starting time, and stay for scheduled length of the Meeting, in order to be credited with a satisfactory “Performance” of his or her obligations for the Meeting. The Member need not engage in any action during or after the Meeting, merely attend within the specified time, to be credited with Performance. If the Member fails to do so, and Client timely reports such failure to MindMeet as set forth below, the charge will be released, the Client will incur no expense, and the Member will receive no payment. If the Member attends the scheduled Meeting, MindMeet will make payment to the Member’s designated charity (a 501(c)(3) non-profit organization) for the amount of the Meeting, less a 15% administration fee retained by MindMeet.
In the event that a Client timely disputes a Member’s Performance at a Meeting, and if the Client was present at the Meeting within fifteen (15) minutes of the scheduled starting time, MindMeet may withhold payment to the Member until such dispute is resolved. Clients and Members agree that in the event of any such payment dispute, MindMeet has the sole and final authority to resolve such dispute in MindMeet's reasonable discretion, and you agree to be bound thereby. Each Member further understands and agrees that they forfeit their right to payment for a Meeting or other Platform Activity to the extent MindMeet reasonably determines that such Member has violated these Terms & Conditions or MindMeet's rules or policies, including without limitation providing materially incorrect information in a MindMeet Member profile, in connection with such Meeting or other Platform Activity. To the extent a Member has already received payment for Meetings or other Platform Activities involving or predicated on such violations, MindMeet shall have the right to recover such payments in full.
MindMeet will provide each Member with a year-end report of their donations for tax and reporting purposes.
Disclaimer of Warranties; Limitation of Liability
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS & CONDITIONS, MindMeet MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU, AND MindMeet HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM CUSTOM OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, MindMeet SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE MindMeet PLATFORM AND/OR OTHER SYSTEMS, TECHNOLOGY, PRODUCTS AND/OR SERVICES OF MindMeet (COLLECTIVELY, “MindMeet OFFERINGS”) WILL BE UNINTERRUPTED, ERROR OR DELAY FREE, SECURE, OR FREE FROM BUGS, VIRUSES OR OTHER LIMITATIONS OR DEFECTS.
YOU ACKNOWLEDGE AND AGREE THAT THE MindMeet PLATFORM AND OTHER MindMeet OFFERINGS ARE EACH PROVIDED ON AN “AS IS” BASIS AND THAT MindMeet SHALL HAVE NO SPECIAL RELATIONSHIP WITH, OR FIDUCIARY DUTY TO, YOU. MindMeet EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE RESULTS OF YOUR USE OF ANY MindMeet OFFERING, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE NUMBER OF MEETINGS OR PLATFORM ACTIVITIES (IF ANY) YOU WILL BE ASKED TO PARTICIPATE IN OR ENGAGE IN, OR AS TO THE AMOUNT OF REVENUES, FEES OR PAYMENTS YOU MAY EARN THROUGH YOUR PARTICIPATION IN OR USE OF THE MindMeet OFFERINGS, AND YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT TO YOUR USE OF OR PARTICIPATION IN THE MindMeet OFFERINGS.
Under no circumstances will MindMeet be liable to you, under any contract, tort, strict liability, negligence or other legal or equitable theory or cause of action, for (a) any incidental, indirect, special or consequential damages, or for damages for lost profits, revenue or data, in connection with the subject matter of these Terms & Conditions, or (b) the actions or omissions of any UNAFFILIATED third party, including without limitation any Client.
To the fullest extent permitted by applicable law, the total aggregate liability of MindMeet to you under THESE TERMS & CONDITIONS will not exceed THE GREATER OF (A) the aggregate amount of PAYMENTS THEN DUE AND PAYABLE TO YOU by MindMeet (BUT REMAINING UNPAID) with respect to and by reason of your performance of Meetings OR (AS APPLICABLE) PARTICIPATION IN PLATFORM ACTIVITIES, less the aggregate amount of all refunds, chargebacks and other amounts, liabilities or obligations that are (X) incurred, payable or reimbursable by MindMeet to a Client or other third party with respect to and by reason of your performance or failure to perform OR PARTICIPATE IN any Meetings OR OTHER PLATFORM ACTIVITIES or your breach of these Terms & Conditions, or (Y) payable, due or owing to MindMeet by you but which have not yet been paid by you, OR (B) FIVE HUNDRED DOLLARS (US$500). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MindMeet AND YOU.
You agree to indemnify MindMeet and its officers, directors, employees, members, managers, stockholders, representatives and agents (each, an “Indemnitee”) against, and to pay and hold them harmless from, any and all liabilities, losses, penalties, damages, costs and expenses (including without limitation reasonable attorneys’ fees) (collectively, “Losses”) incurred or suffered by such Indemnitee(s) in connection with any claim, suit, demand, cause of action, judgment, liability, settlement, investigation or proceeding (a “Claim”), arising out of, relating to or resulting from any breach by you of any representation, warranty or covenant in these Terms & Conditions, or any actual or alleged infringement by you, your Content, or by means of any use or disclosure thereof by you, of third party trade secrets or other intellectual property rights. An Indemnitee shall give you written notice of any such Claim; provided, that the failure so to notify you will not relieve you from any indemnification obligation you may have to the Indemnitee hereunder except and solely to the extent the failure so to notify materially prejudices your ability to defend the relevant Claim. At the request of MindMeet or the relevant Indemnitee, you shall diligently defend, at your sole cost and expense, the relevant Indemnitee against Claims by third parties by means of appropriate proceedings, and shall use reasonable efforts to settle or prosecute the Claims to a final conclusion in such a manner as to avoid the relevant Indemnitee becoming subject to any finding or admission of a violation of applicable laws or assessment of criminal penalties or to injunctive or other equitable relief. You will not consent to the entry of any judgment or enter into any compromise or settlement with respect to any third party Claim without the prior written consent of MindMeet and the relevant Indemnitee (which consent shall not be unreasonably withheld or delayed) unless such judgment, compromise or settlement (a) provides for the payment by you of money as sole relief for the claimant and you have sufficient funds available to fully and immediately pay such Losses and all other then-outstanding Losses subject to indemnification hereunder, (b) results in the full and general release of the relevant Indemnitee from all liabilities arising or relating to, or in connection with, the third party Claim, and (c) involves no finding or admission of any violation of applicable laws or assessment of criminal penalties. Notwithstanding anything to the contrary herein, you shall not be obligated to indemnify any Indemnitee with respect to Losses to the extent such Losses result from the gross negligence, willful misconduct, bad faith, or violation of applicable law, of or by such Indemnitee.
You are solely responsible for your actions. MindMeet shall have no obligation to indemnify or defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
Any dispute, controversy or claim, whether in tort, contract or otherwise, between you and MindMeet that arises from or relates to these Terms & Conditions, including without limitation whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbitrator arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect from time to time. The arbitrator shall be selected by mutual agreement of you and MindMeet, or at your or MindMeet’s demand to the AAA if you and MindMeet are unable to reach mutual agreement on the selection of an arbitrator within fifteen (15) days following the commencement of such discussions, by an experienced commercial arbitrator selected by the AAA. The U.S. Federal Arbitration Act shall govern the enforceability of this arbitration agreement. The venue for all arbitrations shall be New York City, in the State of New York, in the United States of America. The language to be used in all arbitral proceedings will be English. Any court having jurisdiction thereof may enter judgment upon the award rendered by the arbitrator. Arbitration shall not be deemed a waiver of MindMeet’s right to seek injunctive or other equitable relief in any court of competent jurisdiction. Except as otherwise provided in “Indemnification”, you and MindMeet shall each be responsible for your or its own fees, costs and expenses. And one-half of the AAA’s fees costs and expenses. In connection with any arbitration between you and MindMeet, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award, except as otherwise provided in “Indemnification”. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding. You agree to arbitration on an individual basis. In any dispute, neither you nor MindMeet shall be entitled to join or consolidate claims by or against other MindMeet Members, or arbitrate any claim as a class representative, class member or in a private attorney general capacity. If any provision of this arbitration agreement is found to be unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You and MindMeet are agreeing to give up any rights to litigate claims in a court or before a jury (but without limiting MindMeet’s right to seek injunctive or other equitable relief in any court of competent jurisdiction) or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.
These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by, and are to be interpreted and enforced in accordance with, the laws of the State of New York, without regard to New York’s conflicts of laws principles.
You and MindMeet hereby agree that if any provision of these Terms & Conditions is adjudicated to be invalid, illegal or unenforceable, such provision will be deemed to be deleted, but the validity, legality and enforceability of the remaining provisions of these Terms & Conditions will not in any way be affected or impaired, and these Terms & Conditions will be enforceable as so modified.
Subject to your obligation to complete Meetings for which you have been engaged and which have not been completed, you have the right to withdraw from the MindMeet Platform and terminate your status as a MindMeet Member at any time upon written notice to MindMeet delivered to members@MindMeet.com, and MindMeet has the unlimited right to terminate or limit your membership or participation in, or use of or access to, the MindMeet Platform, any Meeting or other Platform Activity, and/or any and all other MindMeet Offerings, at any time and for any reason, with or without notice to you. Notwithstanding anything to the contrary in these Terms & Conditions, MindMeet may, in its sole discretion, with or without notice to you, temporarily or permanently suspend the operation or use of any or all MindMeet Offerings, whether generally or with respect to your individual access or use of such MindMeet Offering(s), in each case, without any obligation or liability to you.
Survival of Certain Provisions
The provisions of the sections (including subsections) of these Terms & Conditions entitled “Non-Solicitation of Clients”, “MindMeet Member Content”, “Privacy and MindMeet Member Information”, “Confidentiality of MindMeet and Client Information”, “Reliance by Clients”, and “General Terms” (including this “Survival of Certain Provisions” subsection) shall survive any termination of these Terms & Conditions and/or any termination of your MindMeet Member status or participation in, or use of or access to, the MindMeet Platform, any Meeting or other Platform Activity and/or any and all other MindMeet offerings, whether terminated by you or MindMeet and regardless of the reason for termination.
You acknowledge and agree that these Terms & Conditions (including without limitation the additional Terms and Conditions for Members and Clients) may be amended, supplemented or otherwise modified from time to time, in any manner, at the sole election of MindMeet, upon written notice to you, delivered (including without limitation by e-mail) to the address then reflected on your MindMeet Member profile page, and that any such amendment, supplement or other modification shall automatically be binding upon you and MindMeet from and after the transmission of such notice. Except as otherwise provided in the immediately preceding sentence, neither these Terms & Conditions, nor any provision hereof, may be amended, supplemented or otherwise modified or waived except by written agreement between you and MindMeet (including without limitation by means of your acceptance online or through other electronic or digital means.
Neither these Terms & Conditions, nor any or your rights or obligations hereunder, may be assigned by you without the prior written approval of MindMeet. MindMeet has the right to assign these Terms & Conditions, and/or its and/or your rights and/or obligations hereunder, in whole or in part, without any restriction or notice to you. These Terms & Conditions shall inure to the benefit of, and may be enforced by, you and MindMeet and your and MindMeet’s respective permitted successor and assigns.
Written Agreements, Waivers and Notice; Notice to MindMeet
For purposes of these Terms & Conditions, written agreements, waivers and notice may be effected by e-mail or other electronic or digital means, and your acknowledgment or acceptance of, and/or agreement to, a written agreement or waiver may be indicated by electronic or digital means, including without limitation by clicking an “I Agree” box or similar electronic indication of acknowledgment, acceptance, agreement, consent or approval.
Except as otherwise noted in these Terms & Conditions, MindMeet’s address for the delivery of notice pursuant to these Terms & Conditions is:
75 Madison Avenue
New York, NY 10016.
You agree to cooperate fully in any MindMeet inquiry concerning actual, alleged, or potential violations of these Terms & Conditions.
PRIVACY AND MindMeet MEMBER AND CLIENT INFORMATION
You agree that MindMeet may collect and retain information about you, including without limitation your MindMeet Member or Client Information (“your information”), and contact you by e-mail, telephone, or otherwise, and may disclose or otherwise use your information, in each case in order to process and administer details of your MindMeet Member, Client or user status or your participation in Meetings or other Platform Activities, to provide you with opportunities to participate in Meetings or other Platform Activities, to assist with required approvals and consents for Meetings or other Platform Activities, to tell you about MindMeet’s or third parties’ product or service offerings and/or to perform its obligations under these Terms & Conditions (including without limitation, to make any payments that may be due to you as a Member from time to time). You agree that MindMeet may also retain and analyze your information to administer, support, improve, market, promote and develop the business of MindMeet, both while you are a MindMeet Member, Client or user and thereafter. You further agree that MindMeet may retain, analyze, disclose or otherwise use your information as required by applicable law, governmental authority or MindMeet's compliance policies as in effect from time to time, and/or to protect or enforce MindMeet's rights, and/or for the prevention or detection of a crime, in each case both while you are a MindMeet Member, Client or user and thereafter.
MindMeet will not sell your information to third-party marketers without your consent; however, you agree that if MindMeet sells all or part of its business, securities or assets to, or enters into a partnership with or acquires all or part of the business, securities or assets of, another company, MindMeet may disclose your information to its new business partners or owners, subsidiaries or affiliates, who may then use your information on the same terms as MindMeet.
You agree that, for purposes of these Terms & Conditions, your information will be held by MindMeet in the United States and may also be held and accessed by MindMeet staff and third parties working for MindMeet, inside and outside the United States. If your information is gathered outside the United States, you agree that it may be transferred to MindMeet's United States offices to be used for any or all of the foregoing purposes, and it may be transferred to and shared with any of MindMeet's worldwide locations.
CONFIDENTIALITY OF MindMeet AND CLIENT INFORMATION
While you are a MindMeet Member, Client or user and thereafter, you agree not to disclose or to use or attempt to use or personally benefit from any Confidential Information (as defined below) that is disclosed to, acquired by or known by you because of or by means of your participation in the MindMeet Platform or your use of or participation in any other MindMeet offering unless and until such time Confidential Information has become publicly available through no action or fault of your own or except to the extent required by law or governmental authority, or except as expressly permitted by MindMeet in writing.
“Confidential Information” means any and all non-public, confidential or proprietary information or trade secrets of or concerning MindMeet or third party clients, customers or partners (including without limitation Clients), or their businesses or operations, regardless of format or mode of communication, and shall include (without limitation): (A) the identity of Clients (e.g., do not list Clients on your resume or website); (B) information about Meetings; (C) information about any actual or potential business, investment or trading decisions or transactions of any Client; or (D) any other confidential information of MindMeet or its Clients. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information to anyone other than MindMeet, you will promptly and diligently notify MindMeet, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with MindMeet in protecting such information to the extent possible under applicable law. Upon the request of MindMeet at any time (during or after the term of your MindMeet membership), you agree to return or destroy, as requested, all Confidential Information in your possession.
Note that your obligations not to use or personally benefit from Confidential Information as set forth above prohibit you from using any material non-public information you learn during a Meeting or other Platform Activity to trade securities or make personal investment decisions or to assist others in doing so.
TERMS AND CONDITIONS BY AND BETWEEN MindMeet Inc. (COLLECTIVELY WITH ITS SUBSIDIARIES AND AFFILIATES, “MindMeet”) AND YOU (HEREAFTER “YOU”, “MEMBER” OR “CLIENT”).
THIS IS A BINDING CONTRACT. PLEASE READ THESE TERMS AND CONDITIONS (“Terms & Conditions”) CAREFULLY. YOU HEREBY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, AND HEREBY MAKE AND AGREE TO THE REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED FOR BELOW.
These Terms & Conditions supersede all prior versions of the Terms & Conditions previously in effect between MindMeet and you with respect to the terms of your RELATIONSHIP WITH MindMeet.
You hereby represent and warrant to MindMeet that:
If you are employed by or work as a consultant for another person, your employer’s policies, employment terms or consulting arrangements may limit your ability to engage in outside consulting. You should review any employment agreements, employee manuals, codes of conduct, consulting agreements or other similar policies and agreements by which you are bound and obtain any consents or approvals required to join the MindMeet Platform and participate as a MindMeet Member or Client. It is your responsibility to determine whether you may join the MindMeet Platform and participate as a MindMeet Member or Client.
You represent that you have reviewed any employment agreements, employee manuals, codes of conduct, consulting agreements or other similar policies and agreements by which you are bound to ensure you are able to join the MindMeet Platform and participate as a MindMeet Member or Client. You hereby represent that you are permitted to join the MindMeet Platform and have obtained all necessary consents or waivers to participate as a MindMeet Member or Client, including without limitation participation in Meetings or in other activities, events or engagements accessible or available to you on or through the MindMeet Platform or other MindMeet Offerings or by reason of your status as a MindMeet Member or Client (each, a “Platform Activity”).
You acknowledge and agree that, in your capacity as a MindMeet Member, you are a non-agent independent contractor with respect to MindMeet and its Clients, and that you have no authority to act on behalf of MindMeet or (except as may otherwise expressly be agreed by the relevant Client) any Clients. You agree that you are not eligible for any MindMeet or Client employment benefits based on your participation in the MindMeet Platform or status as a MindMeet Member and you shall not identify any Client or MindMeet as your employer. You agree that you are joining the MindMeet Platform and participating as a MindMeet Member in your individual capacity and not as a representative or on behalf of any other company, client or organization (including without limitation any past or present employers or clients), except as otherwise expressly agreed to in writing between MindMeet and you. If you are unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a MindMeet Member.
PARTICIPATION IN THE MindMeet PLATFORM
At all times during your participation in the MindMeet Platform, including without limitation your participation in any Meeting or any other Platform Activity, you agree to act in good faith, in a professional manner, to the best of your ability, and in accordance with these Terms & Conditions and all applicable laws and regulations.
YOU MUST DECLINE, OR IMMEDIATELY DISCONTINUE PARTICIPATION IN, ANY MEETING OR OTHER PLATFORM ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF APPLICABLE LAW OR REGULATION OR A BREACH OF YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS, CLIENTS OR OTHER THIRD PARTIES.
While there may be other limitations on the scope of your participation and the subjects you may discuss, you specifically agree that you shall not do any of the following in connection with your participation in the MindMeet Platform or any Meeting or other Platform Activity, or ask any other MindMeet participant to do so:
- Disclose material, nonpublic information about a public company;
- Disclose non-public information about, or belonging to, your past or present employers or clients;
- Disclose information that you have a duty or obligation to keep confidential (e.g., by agreement, fiduciary duty, etc.);
- Disclose information that you obtained from any person who you believe would reasonably expect you to keep it confidential or that you believe to be confidential;
- Disclose or use any trade secrets, intellectual property or other proprietary information not owned exclusively by you;
- Consult for a Client that you believe to be a competitor of a company, organization or client that employs, engages or retains you, or on whose board of directors you serve, or to which you owe a fiduciary duty;
- Give advice about investments or securities of a type that is regulated or requires a license or registration under any federal or state law or regulation, including, without limitation, the Investment Advisers Act of 1940, as amended. Such advice includes, without limitation, advice on the value of securities, recommending that a Client purchase, hold, or sell any security, advice on market trends or asset allocation, advice on selection of investment advisers, or advice on other types of investments (e.g., coins or real estate);
- Breach an applicable regulatory or professional standard, code or guideline;
- Give medical or legal advice; or
- Violate any applicable law or any contract, agreement, duty, judgment, order, decree or other obligation to which you are subject.
You further agree that:
- If you are an employee, officer or director of a company or organization, you will decline to participate in Meetings or other Platform Activities the topic of which is that company or organization, and that you will not discuss or disclose information about that company or organization, such as its performance, strategy, pricing or products or services, without the express written consent of such company or organization and MindMeet;
- If you are an auditor or former auditor, you will not consult about companies or organizations that you currently audit or have audited;
- If you are a director, officer or other employee of a company issuing securities in a public offering, or that has made or is the subject of a tender offer, or acting on behalf of such a company in connection with a public offering or tender offer, you will decline participation in any and all Meetings or other Platform Activities concerning such company until the commencement of such offering, or while the tender offer process is taking place;
- If you are a lawyer, you will not establish an attorney-client relationship with Clients through a Meeting or other Platform Activity, and you will not breach a legal or ethical duty to any past or present client in connection with any Meeting or other Platform Activity; and
- If you are an employee or agent of a public international organization (e.g. World Health Organization, World Bank, United Nations, etc.) or a government owned/controlled organization, or a governmental or regulatory officer or employee, an official of a political party, or a candidate for elective office, you will not, through the MindMeet Platform or in connection with any Meeting or other Platform Activity, discuss legislation, regulation, policy, enforcement, contracts or other business that you are in a position to vote upon or otherwise influence.
You further represent that you have not been included on the Excluded Parties List System maintained by the U.S. General Services Administration or the Specially Designated Nationals list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or any other similar list, domestic or foreign. If your status shall change with respect to this representation, you agree that you shall immediately notify MindMeet of such event.
MindMeet MEMBER INFORMATION
As a Member, you agree to provide MindMeet with your accurate, complete and current biographical information, including without limitation your current job status. You acknowledge and agree that MindMeet may independently verify or require you to provide verification of information provided by you, or about you.
MindMeet or its Clients may ask you for other information about yourself, including without limitation your experience, availability or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your MindMeet Member Profile and any photographs or images you choose to add to your profile, are your “MindMeet Member Information.” While you acknowledge and agree that MindMeet may revise MindMeet Member Information on your behalf based upon information provided by you or others, or based upon publicly available information, you agree that you are solely responsible for monitoring your MindMeet Member Information and ensuring its accuracy and completeness. You agree not to accept or participate in any Meeting or other Platform Activity unless your MindMeet Member Information is accurate, complete and current. You understand and agree that MindMeet and Clients, and other recipients of your MindMeet Member Information are entitled to rely on and do rely on, your MindMeet Member Information.
You agree that MindMeet may disclose your information to third parties for the purpose of promoting MindMeet's business, including without limitation by displaying such information on MindMeet's offerings, third party websites, print media and/or other media or materials (collectively, “Marketing Materials”), subject to your right to opt-out from this promotional use by means of the settings by e-mailing membership@MindMeet.com. If you opt out of this promotional use, MindMeet will use reasonable efforts to discontinue creating and distributing Marketing Materials that contain your information.
You also agree that MindMeet may (but shall not be obligated to) disclose your information and your participation in the MindMeet Platform, Meetings or other Platform Activities to third parties, such as current and former employers and companies that you have provided services to or contracted with, for the purpose of confirming any consents or approvals you may need to join as a MindMeet Member or Client or to participate in the MindMeet Platform, in Meetings or in other Platform Activities.
If you are a Member, you agree that Clients, if required by applicable law, governmental authority or the Client's compliance policies, may disclose your information and/or information about their Meetings with you, for example your name and the amount you were paid on the Meeting and any Meeting Content or Included Content (“Required Client Disclosures”). You hereby authorize MindMeet to disclose your information to Clients in connection with Required Client Disclosures.
If you are a Member, you agree that MindMeet may conduct background checks on you, including without limitation through a third-party service. MindMeet may seek to verify your employment history, education credentials, and check for any criminal history.
ASSIGNMENT, ACCEPTANCE & SCOPE OF PLATFORM ACTIVITIES
Your participation in Meetings and other Platform Activities is always at your discretion. MindMeet makes no representation regarding the frequency, quantity or type of invitations to Meetings or Platform Activities you will receive or in which you will be chosen to participate. You may not assign Meetings or your participation in other Platform Activities or delegate any portion of your obligations in connection with Meetings or other Platform Activities to others (including without limitation to any other employees of your company or organization) without MindMeet’s prior written consent.
All Meetings and other Client interactions must be set up and conducted through MindMeet or its systems. Except with MindMeet’s written approval, you will not expand or agree to expand the scope of an existing Meeting, or (except in compliance with your non-solicitation covenant below) directly or indirectly perform or engage to perform any other Meeting or other services for a Client.
COMMUNICATION WITH NON-MindMeet MEMBERS
If you, as a Member, communicate with a person who or which is not a member of the MindMeet Platform in connection with any Meeting, you agree:
- Not to describe yourself as working for or on behalf of MindMeet;
- To disclose to such person that you are acting on behalf of a Client (but you may not identify such Client by name);
- Not to misrepresent yourself, the Client, MindMeet, the relevant Meeting or your purpose;
- To advise such person that you are not seeking, and will not accept, any confidential information, including without limitation material non-public information;
- To advise such person that he/she must comply with his/her existing obligations to any third parties, including without limitation past or present employers or clients;
- Not to pay, give anything of value to, or otherwise compensate (or promise to do any of the foregoing) a non-MindMeet Member in connection with or by reason of a Meeting except with the prior written approval of MindMeet, and under no circumstances pay, give anything of value to, or otherwise compensate (or promise to do any of the foregoing) an employee or agent of a public international organization (e.g., WHO, World Bank, United Nations, etc.) or government owned/controlled organization, or a government official or government agency official, or a member of a political party, or a candidate for elective office;
- Not to pay, give anything of value to, or otherwise compensate such person (or promise to do any of the foregoing) to provide you with information, or to cause such person to breach such person’s obligations or duties or cease acting in good faith, impartially, or in accordance with a position of trust; and
- Not to solicit information that you believe the person, if he/she were a MindMeet Member, could not disclose under these Terms & Conditions.
MindMeet MEMBER CONTENT
You represent that any materials and/or other information that you use or disclose in connection with a Meeting or other Platform Activity (regardless of format or mode of communication), including without limitation your MindMeet Member Information (collectively, “Content”), is your exclusive property or you have obtained any and all necessary consents, approvals or licenses to use and/or disclose such Content in such manner. You are solely responsible for your Content and your use and/or disclosure thereof, and you agree not to use or disclose any content or other information that is (or the submission of which as Content would be) unlawful, threatening, defamatory, profane, deceptive, or misleading, or that otherwise violates these Terms & Conditions.
Content Created For Client(s) and Included Content
All Content you create or contribute to in connection with a Meeting (“Meeting Content”) is solely owned by you, absent a signed written agreement to the contrary between the Member and the Client.
Content that you create independently of any Meeting (“Non-Meeting Content”), including your MindMeet Member Information, remains your property and you retain all right, title and interest in and to such Content.
Content Release You hereby release MindMeet, its Clients, and any and all persons acting under their permission or authority from any claim, liability or action, at law or in equity, including without limitation any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content or the use thereof as permitted by these Terms & Conditions.
RELIANCE BY CLIENTS
These Terms & Conditions are intended to benefit Clients and enable Clients to satisfy themselves that their Meetings will be carried out in accordance with these Terms & Conditions and applicable laws and will not, among other things, lead to the improper disclosure of Confidential Information, including without limitation material non-public information. As a Member, you agree that Clients may from time to time request that you provide them with written confirmation of any provisions of these Terms & Conditions in favor of Clients, and any additional terms or compliance policies required by Clients, as a condition to your participation in a Meeting (“Confirmations”). You further agree that, to the extent you have provided any such Confirmations, you shall be obligated to comply with the provisions of such Confirmations in addition to the provisions of these Terms & Conditions, and that the applicable Client shall have the right to directly enforce your compliance with your Confirmations in favor of such Client, if any.
In the event that a Client timely disputes a Member’s claimed attendance at a Meeting, MindMeet may withhold payment to the Member until such dispute is resolved. Clients and Members agree that in the event of any such payment dispute, MindMeet has the sole and final authority to resolve such dispute in MindMeet's reasonable discretion, and you agree to be bound thereby. Each Member further understands and agrees that they forfeit their right to payment for a Meeting or other Platform Activity to the extent MindMeet reasonably determines that such Member has violated these Terms & Conditions or MindMeet's rules or policies, including without limitation providing materially incorrect information in a MindMeet Member profile, in connection with such Meeting or other Platform Activity. To the extent a Member has already received payment for Meetings or other Platform Activities involving or predicated on such violations, MindMeet shall have the right to recover such payments in full.
MindMeet may require Members to provide additional information (including without limitation Social Security numbers or equivalent Tax Identification numbers) about them selves or their employer/company/organization as part of MindMeet's payment procedures or as required by applicable law. Each Member agrees that all fees imposed on him or her by any banking institution to process any payment from MindMeet are the Member’s sole responsibility.
Each Member agrees that it is your sole obligation to ensure that payment information you provide is always accurate and current. If you are a non-U.S. resident or business, you may be asked to confirm such non-U.S. status. Please note that your contract will be with, and you shall receive your payments from, MindMeet Inc., a U.S. entity.
You agree that you are responsible for paying any applicable taxes on or in respect of any compensation or other payments you receive from MindMeet in accordance with applicable laws. You also agree that MindMeet may withhold or deduct and remit any tax payments or other amounts that MindMeet is obligated to withhold by applicable law, as determined in MindMeet’s sole discretion, and you further agree that amounts so withheld or deducted by MindMeet shall be deemed to have been paid to you.
If any provision in these terms and conditions are held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be removed and not affect the validity of and enforceability of the remaining provisions.
Termination and Change
We reserve the right to suspend accounts if we notice any activity that we believe is abusive or fraudulent. We reserve the right to review and investigate all referral activities and to suspend accounts as deemed fair and appropriate.
Updates to the Terms
We can update these terms at any time without prior notice. If we modify these terms, we will post the modification on the MindMeet.com website, applications, or services, which are effective upon posting.