MindSwarms Terms of Use

1. Your Acceptance

A.       By using and/or visiting this website (collectively, including all content and functionality available through the MindSwarms.com domain name, the "MindSwarms Website,” or "Website"), you signify your agreement to (1) these terms and conditions (the "Terms of Service"), and (2) MindSwarms’ privacy notice, found at http://mindswarms.com/policy and incorporated here by reference.  If you do not agree to any of these terms or the MindSwarms privacy notice, please do not use the MindSwarms Website.

B.      Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version.  MindSwarms may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

C.      These Terms of Service apply to all Clients and Users of the MindSwarms Website, which includes contributors of video content, information, and other materials or services on the Website.  The MindSwarms Website includes all aspects of MindSwarms, including but not limited to all products, software and services offered via the website.

2.       MindSwarms Accounts

A.      In order to access some features of the Website, you will have to create a MindSwarms account.  You may never use another Client or User’s account without permission.  When creating your account, you must provide accurate and complete information.  You are solely responsible for the activity that occurs on your account, and you must keep your account password secure.  You must notify MindSwarms immediately of any breach of security or unauthorized use of your account.

B.      Although MindSwarms will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of MindSwarms or others due to such unauthorized use.

3.       General Use of the Website—Permissions and Restrictions

MindSwarms hereby grants you permission to access and use the Website as set forth in these Terms of Service, provided that:

A.      You agree not to distribute in any medium any part of the Website, including but not limited to Client or user Submissions (defined below), without MindSwarms' prior written authorization.

B.      You agree not to alter or modify any part of the Website.

C.      You agree not to access Client or user Submissions (defined below) or MindSwarms Content through any technology or means other than the video playback pages of the Website itself or other explicitly authorized means MindSwarms may designate.

D.      You agree not to use the Website for any commercial use, without the prior written authorization of MindSwarms.  Prohibited commercial uses include any of the following actions taken without MindSwarms' express approval:

• sale of access to the Website or its related services on another website;
• use of the Website or its related services, for purpose of gaining advertising or subscription revenue;
• the sale of advertising targeted to the content of specific Client or user Submissions or MindSwarms content; or
• any use of the Website or its related services that MindSwarms finds, in its sole discretion, to use MindSwarms’ resources or Client or user Submissions with the effect of competing with or displacing the market for MindSwarms, MindSwarms content, or its Client or user Submissions.

E.       You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the MindSwarms servers in a given period than a human can reasonably produce in the same period by using a conventional on-line web browser.  You agree not to collect or harvest any information from the Website, nor to use the communication systems provided by the Website (e.g. comments) for any commercial solicitation purposes.  You agree not to solicit, for commercial purposes, any Clients and Users of the Website with respect to their Client and User Submissions.

F.       In your use of the website, you will otherwise comply with the terms and conditions of these Terms of Service and all applicable local, national, and international laws and regulations.

G.     MindSwarms reserves the right to discontinue any aspect of the MindSwarms Website at any time.

4.       Your Use of Content on the Site

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the MindSwarms Website.

A.      The content on the MindSwarms Website, except all Client and User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to MindSwarms, subject to copyright and other intellectual property rights under the law.  Content on the Website is provided to you as is for our Client’s internal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of MindSwarms.  MindSwarms reserves all rights not expressly granted in and to the Website and the Content.

B.      You may access Client and User Submissions solely:

• for internal Client use;
• as intended through the normal functionality of the MindSwarms Service; and
• by Streaming only.

"Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the MindSwarms Service to a Client or User's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded or redistributed by the Client or User.  Accessing Client and User Videos for any purpose or in any manner other than Streaming is expressly prohibited.  Client and User Videos are made available "as is."

C.      Client and User Comments are made available to Clients for internal use solely as intended through the normal functionality of the MindSwarms Service.  Client and User Comments are made available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the MindSwarms Service or otherwise as prohibited under this Agreement.

D.      You may access MindSwarms Content, Client and User Submissions and other content only as permitted under this Agreement.  MindSwarms reserves all rights not expressly granted in and to the MindSwarms Content and the MindSwarms Service.

E.       You agree not to circumvent, disable or otherwise interfere with security-related features of the MindSwarms Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the MindSwarms Website or the Content therein.

F.       You understand that when using the MindSwarms Website, you will be exposed to Client and User Submissions from a variety of sources, and that MindSwarms is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Client and User Submissions.  You further understand and acknowledge that you may be exposed to Client and User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MindSwarms with respect thereto, and agree to indemnify and hold MindSwarms, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

5.       Your Client and User Submissions and Conduct

A.      As a MindSwarms account holder, you may record video content ("Client and User Videos") and textual content ("Client and User Comments").  Client and User Videos and Client and User Comments are collectively referred to as "Client and User Submissions.” 

B.      By submitting Client and User Submissions to MindSwarms, you hereby grant MindSwarms a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Client and User Submissions in connection with the MindSwarms Website and MindSwarms’ (and its successors' and affiliates') businesses.  For purposes of clarity, SUCH USAGE WILL BE FOR MINDSWARMS AND ITS CLIENTS’ AND PROSPECTS’ INTERNAL USE ONLY.  You also hereby grant each Client and Prospect of the MindSwarms Website a non-exclusive license to access your Client and User Submissions through the Website, and to use, reproduce, distribute, display and perform such Client and User Submissions FOR INTERNAL USE ONLY as permitted through the functionality of the Website and under these Terms of Service.  The above licenses granted by you in Client and User Comments are perpetual and irrevocable.

C.      In connection with Client and User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant MindSwarms all of the license rights granted herein.

D.      MindSwarms does not endorse any Client or User Submission or any opinion, recommendation or advice expressed therein, and MindSwarms expressly disclaims all liability in connection with Client and User Submissions.  MindSwarms does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and MindSwarms will remove all Content, Client or User Submissions if properly notified that such Content, Client or User Submission infringes on another's intellectual property rights.  MindSwarms reserves the right to remove Content, Client or User Submissions without prior notice.

6.       Account Termination Policy

A.      MindSwarms will terminate a Client or User's access to its Website if, under appropriate circumstances, they are determined to be a repeat infringer.

B.      MindSwarms reserves the right to decide whether Content or a Client or User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material or excessive length.  MindSwarms may remove such Client or User Submissions and/or terminate a Client or User's access for contributing such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

7.       Digital Millennium Copyright Act

A.      If you are a copyright owner or an agent thereof and believe that any Client or User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

MindSwarms’ designated Copyright Agent to receive notifications of claimed infringement is: Thomas Bassett, 1501 Mariposa St, Suite 426, San Francisco, CA, email: copyright@MindSwarms.com, fax: 415-522-1519.  For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to MindSwarms customer service through customerservice@mindswarms.com.  You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

8.       Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE MINDSWARMS WEBSITE SHALL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, MINDSWARMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF.  MINDSWARMS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MINDSWARMS WEBSITE. MINDSWARMS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MINDSWARMS WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MINDSWARMS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

9.       Limitation of Liability

IN NO EVENT SHALL MINDSWARMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MINDSWARMS WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT MINDSWARMS SHALL NOT BE LIABLE FOR CLIENT OR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website is controlled and offered by MindSwarms from its facilities in the United States of America.  MindSwarms makes no representations that the MindSwarms Website is appropriate or available for use in other locations.  Those who access or use the MindSwarms Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

10.   Indemnity

You agree to defend, indemnify and hold harmless MindSwarms, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the MindSwarms Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Client or User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the MindSwarms Website.

11.    Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.  In any case, you affirm that you are over the age of 13, as the MindSwarms Website is not intended for children under 13.  If you are under 13 years of age, then please do not use the MindSwarms Website.  There are many other great web sites for you.  Talk to your parents or guardians about what sites are appropriate for you.

12.   Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MindSwarms without restriction.

13.   General

You agree that: (i) the MindSwarms Website shall be deemed solely based in Delaware; and (ii) the MindSwarms Website shall be deemed a passive website that does not give rise to personal jurisdiction over MindSwarms, either specific or general, in jurisdictions other than Delaware.  These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles.  Any claim or dispute between you and MindSwarms that arises in whole or in part from the MindSwarms Website shall be decided exclusively by a court of competent jurisdiction located in Delaware.  These Terms of Service, together with the Privacy Notice at http://mindswarms.com/policy and any other legal notices published by MindSwarms on the Website, shall constitute the entire agreement between you and MindSwarms concerning the MindSwarms Website.  If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect.  No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and MindSwarms’ failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.  MindSwarms reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes.  Your use of the MindSwarms Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms.  YOU AND MINDSWARMS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MINDSWARMS WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.