Your registration as a Member of the Mibuds website constitutes acceptance of this agreement and creates
a binding legal contract.
1. Legal Agreement
This Mibuds, Inc. Terms of Use and Member Agreement ("Agreement") applies to all Members of Mibuds,
Inc.’s website (www.mibuds.com) (the "Site") and is a binding, legal contract between each Member of the
Site ("Member" or, as appropriate, "you" or "author") and Mibuds, Inc. ("Mibuds").
Members cannot be under the age of 13. By entering into this Agreement, you represent and warrant that (i)
you are at least 18 years old; or (ii) you are the parent or legal guardian of a prospective Member who is
between the ages of 13 and 18 and that you are entering this Agreement on behalf of that prospective
Member.
By registering on the Site, you accept the terms and conditions of this Agreement, and you warrant and
represent that you have the legal capacity to enter into this Agreement. You also agree that you are
authorized to use the Site only if you agree to abide by all applicable laws and to this Agreement.
2. Definitions of Basic Terms
"Member" or "you" means a person registered to use the Site. Only residents of the United States may be
Members of and enjoy the benefits of the Site, and you agree that you are a resident of the United States
and that your rights under this Agreement are conditioned upon your remaining a resident of the United
States who is subject to the laws of the United States.
"Personal Information" means (i) information about Member provided to Mibuds in connection with
registration on the Site; and/or (ii) Personal Information you place, post, or make on the Site about yourself.
Personal Information includes but is not limited to any information that could be used to identify you.
"Privacy Policy" means Mibuds’ Privacy Policy available here.
3. Content
"Content" means any work of authorship or other form of expression made or placed on the Site by a
Member, including but not limited to images, graphics, photographs, information, data, files, text, ideas,
refinements, suggestions, comments, feedback, votes, ratings, reviews, sounds, music, contributions and all
other substantive input of any kind. Content includes but is not limited to all modifications of and revisions to
Content that was previously made or placed on the Site. Content includes "Works" as defined below.
The interactive nature of postings on the Site makes it impossible for Mibuds to assume responsibility for
any Content placed on the Site by a Member. Content placed on the Site by Members is not endorsed by
Mibuds, and Mibuds makes no guarantee regarding the reliability, accuracy, or quality of any Content placed
on the Site by a Member. Member agrees that Content placed on the Site by another Member is the sole
responsibility of the Member who placed the Content on the Site, and Member’s sole recourse for any
damage Member may suffer as a result of such Content shall be to and against the Member who placed the
Content on the Site.
For all Content made, placed, or posted on the Site by Member, and for all revisions or modifications to such
Content, Member grants to Mibuds the "Site, Advertising and Marketing License" and "Archival License" set
forth below in Section 8 of this Agreement.
4. Works
A. Definition of "Work"
A "Work" is Content that Member places on the Site for consideration and evaluation by other Members
during a design competition and for possible use by Mibuds and/or Mibuds’ business affiliates and partners.
B. Member’s Partial, Limited Assignment of Ownership Rights in Works
Beginning on the date a Member places a Work on the Site and continuing for the duration of the
Assignment Term (defined below), Member grants, transfers, assigns, and conveys to Mibuds, its
successors and assigns all worldwide, exclusive and complete rights, title, interests, ownership in and to the
Work with respect to the design, manufacture, sale, distribution, and promotion of (i) goods that are within
the scope of International Class 25 of the United States Patent and Trademark Office’s "International
Schedule of Classes of Goods and Services" that exists on the date of the assignment (e.g., clothing,
footwear and headgear); and (ii) posters and other wall art.
Member represents and warrants that neither the assignment in the Work granted in this Section 4 of the
Agreement nor Mibuds’ use of the Work for any purpose within the scope of the assignment will violate any
intellectual property right or contractual right of a third party.
Member represents and warrants that each Work placed on the Site complies with all of the terms and
conditions of this Agreement.
C. Duration of Assignment Term
The "Assignment Term" shall be three years unless the Work is Commercialized (defined below) during that
three-year period. If a Work is Commercialized during that three-year period, the Assignment Term is
perpetual and of unlimited duration, and Member’s assignment made in this Section 4 for that Work shall
become permanent and irrevocable and shall include all renewal, reversion and extension rights permitted
by law. Regardless of the duration of the Assignment Term, Member also waives all "moral" rights that
Member may have in and to Member’s Work during the Assignment Term.
Member agrees and acknowledges that, during the Assignment Term or permanently if the assignment
made in this Section 4 becomes permanent, Mibuds may itself or authorize or license third parties to use the
Work in any manner within the scope of the assignment made in this Section 4, including but not limited to:
reproducing the Work, selling goods bearing the Work, changing or reworking the Work by making color or
size changes, making derivative works of the Work, using the Work on the Site and for any purpose
associated with promoting or advertising Mibuds or the Site, and registering the Work with the US Copyright
Office in the name of Mibuds as the Claimant, and Member as the Author. Member agrees to provide
Mibuds with information Mibuds requests to register the copyright in the Work, at no cost to Mibuds.
D. Definition of "Commercialized"
For all purposes under this Agreement, "Commercialized" (including all derivations of the word) means that
a Work (or a derivative work of the Work) has been placed on, used on, incorporated in, or is otherwise
embodied by goods that have been manufactured goods or are being manufactured for sale to wholesale or
retail customers.
5. Commercialization of a Work
Generally, Mibuds will consider having a Work Commercialized if it wins a design competition on the Site.
However, Mibuds reserves the right to depart from this measure for Works that, in Mibuds’ sole discretion,
are otherwise worthy of being Commercialized or are otherwise not worthy of being Commercialized for any
reason (including because the Member or a Member’s Work violates this Agreement or because Mibuds
cannot contact Member).
For Work(s) that are part of an ongoing design competition, Member agrees that Member may not use a
Work (or derivative works of the Work) or allow or license others to use or reproduce the Work (or derivative
works of the Work) for any purpose for the duration of the design competition (i.e., through the completion of
the selection of a winner of the competition).
If Mibuds decides to Commercialize Member’s Work, Member agrees to provide Mibuds with the Work in a
high resolution graphics file that Mibuds deems suitable. Mibuds will make a good-faith effort to assist
Member in creating and providing a suitable high resolution file of the Work.
6. Voting and Design Competitions
Voting on which Work(s) win design competitions will be based on a scale determined by Mibuds. Mibuds
reserves the right to revise the scale and adjust the results to an equivalent point on the new scale.
7. Compensation for Works
A Member whose Work wins a design competition will be compensated as specified by Mibuds for that
design competition.
A Member whose Work does not win a design competition but is Commercialized will be compensated (if at
all) as specified by Mibuds for that design competition.
Member agrees and acknowledges that all compensation due under this Agreement is expressly conditioned
upon both Member’s and Content placed on the Site by Member’s compliance with this Agreement.
Compensation due a Member will be calculated no later than on a calendar quarterly basis and become due
on the last day of the calendar quarter in which they are earned. Payments due Member will be made no
later than ninety (90) days after the last day of the calendar quarter in which they become due.
Mibuds reserves the right to change these compensation terms at any time, by amending this Agreement or
otherwise posting them on the Site, and changes will be effective upon amendment or posting.
Compensation to a Member for a particular Work will be based on the terms in effect when that Work is first
placed on the Site.
Member is responsible for paying all taxes that arise as a result of receiving payment from Mibuds, but
Member authorizes Mibuds to withhold taxes and report compensation to Member as required by law or
otherwise deemed appropriate by Mibuds. As a condition of a work being Commercialized, Member agrees
to provide personal information requested by Mibuds to verify Member’s identity and ensure compliance with
all tax and financial reporting laws and regulations. Such information may include Member’s social security
number, which Mibuds will retain in strict confidence and not use for any purposes other than such identity
verification and reporting.
8. Terms of Above-referenced Assignments and Licenses
A. Site, Advertising and Marketing License
In addition to and without limitation on the rights assigned to Mibuds in this Agreement, Member grants
Mibuds a non-exclusive, royalty-free, worldwide, sub-licensable, perpetual, irrevocable license to copy,
reproduce, display, render, distribute, transmit, store, create derivative works, perform, and otherwise use
the Content covered by this section in any media now known or developed at any time in the future for all
purposes associated with (i) Mibuds’ operation and promotion of the Site; and (ii) marketing, advertising,
promoting, or publicizing Mibuds, Mibuds’ products or services, the Site, and any other aspect of Mibuds’
business (the "Site, Advertising and Marketing License").
B. Archival License
Member grants Mibuds a non-exclusive, irrevocable, worldwide, perpetual license to store and maintain one
or more copies of all Content (and additions, modifications, and revisions to Content) placed by Member on
the Site and Personal Information ("Archival License"). Mibuds has sole discretion to determine how, when,
and where it may exercise and employ the Archival License.
Member represents and warrants that the Site, Advertising and Marketing License, the Archival License, and
Mibuds’ use of Content for any purpose within the scope of the Licenses will not violate any intellectual
property right or contractual right of a third party.
9. Rights of Publicity
If a Member’s Work is Commercialized, Member grants Mibuds a perpetual, irrevocable, worldwide, royaltyfree
license to use Member’s name (or a pseudonym that is acceptable to Mibuds at Mibuds’ sole
discretion), image and username for purposes involving the promotion, marketing, distribution, advertising,
manufacture, display, transmission, and sale of Mibuds, Mibuds’ products and services, and the Site.
Member agrees that Mibuds has exclusive and complete discretion to determine whether, how and when to
exercise or otherwise use the license granted in this paragraph.
10. Warranties and Representations and Content Policies
By uploading Content to the Site, each Member represents and warrants, at all times, that the Content:
* Is completely an original work of authorship of the Member; or, if all or some of the Content is not an
original work of authorship of Member, then (i) Member owns all intellectual property rights in the Content; or
(ii) the owner of the intellectual property rights in the Content has expressly authorized and permitted
Member to enter this Agreement and grant all rights, licenses, and assignments in this Agreement.
* Is not Personal Information about anyone other than the Member.
* Does not violate any copyright, trademark, trade secret, right of publicity or other intellectual property right
of a third party.
* Does not violate a third party’s right of privacy.
* Does not contain or include material that is unlawful, obscene, defamatory, pornographic, indecent, lewd,
harassing, threatening, harmful, abusive, inflammatory, or otherwise objectionable to Mibuds.
* Does not include viruses, Trojan horses, worms, time bombs, cancelbots, or any other code or computer
programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any Content,
system, program, data, or Personal Information on or that is part of the Site.
* Is not unlawful and does not violate this Agreement or any regulation or Mibuds rule or policy.
* Does not breach a duty of confidentiality by which Member is bound due to a contractual or fiduciary
relationship (such as inside information, or proprietary and confidential information learned or disclosed as
part of employment relationships or under nondisclosure agreements)
* Is not "spam."
* Does not promote or offer fraudulent or unlawful goods, services, schemes, or promotions.
* Is, to the best of Member’s knowledge, true and accurate and will not result in physical harm to any person.
Member further represents and warrants that Member will not use the Site to or otherwise:
* upload, post, email or otherwise transmit any Content that provides any telephone numbers, street
addresses, last names, URLs or email address;
* engage in commercial or other promotional activities within the Site;
* harm minors in any way;
* solicit personal information from anyone;
* provide false or deceptive information;
* delete, add or otherwise change other people’s entries or other Content when Member has not been
granted the express privilege to do so; or
* allow usage by others in such a way as to violate this Agreement.
Mibuds reserves the right to remove Content that, in Mibuds’ sole discretion, violates the representations
and warranties above or otherwise violates Mibuds’ rules or policies or this Agreement.
Mibuds reserves the right and Member agrees that Mibuds has the right to suspend and/or ban a Member,
at Mibuds’ sole discretion, for conduct or Content that violates the representations and warranties above,
Mibuds’ rules or otherwise violates this Agreement.
11. Digital Millennium Copyright Act
If you are a copyright owner or an agent of a copyright owner and believe that any Content or other content
on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium
Copyright Act ("DMCA") by providing Mibuds’ Copyright Agent with the following information in writing
(please consult your counsel and 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.
Mibuds’ designated Copyright Agent to receive notifications of claimed infringement is and such written
notice should be sent to Mibuds’ designated Copyright Agent as follows:
DMCA Complaints
mibuds/Idm Enterprises,L.L.C.
315 Lincoln Ct
Fort Collins, CO 80524
P: 800-645-5983
F: 800-821-0923
Email: info@mibuds.com
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 Mibuds’ customer service staff.
You acknowledge that if you fail to comply with all of the requirements of this section of the Agreement, your
DMCA notice may not be valid.
Please also note that under Section 512(f) any person who knowingly materially misrepresents that material
or activity is infringing may be subject to liability.
Counter Notice: If you believe that your Content that was removed (or to which access was disabled) is not
infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or
pursuant to the law, to post and use the Content, (i) please consult your counsel and see 17 U.S.C 512; and
(ii) you may send a counter notice containing the following information to Mibuds’ Copyright Agent:
* Your physical or electronic signature;
* Identification of the content that has been removed or to which access has been disabled and the location
at which the content appeared before it was removed or disabled;
* A statement that you have a good-faith belief that the content was removed or disabled as a result of
mistake or a misidentification of the content; and
* Your name, address, telephone number, and e-mail address, a statement that you consent to the
jurisdiction of the federal court in Oregon, and a statement that you will accept service of process from the
person who provided notification of the alleged infringement.
If a counter notice is received by Mibuds’ Copyright Agent, Mibuds may send a copy of the counter notice to
the original complaining party informing that person that it may replace the removed content or cease
disabling it in 10 business days. Unless the purported copyright owner files an action seeking a court order
against the Member who uploaded the objectionable Content, the removed Content may be replaced, or
access to it restored, in 10 to 14 business days or more after receipt of the counter notice, at Mibuds’ sole
discretion.
12. Limitation of Liability and Indemnification
The Site includes contact information for Members to notify Mibuds of Content that is objectionable or in
violation of this Agreement. However, Member agrees and acknowledges that Mibuds cannot be aware of all
such Content at all times. Member further acknowledges and agrees that Member may be exposed to
Content that is inaccurate, offensive, indecent, or objectionable, and Member agrees to waive and does
waive, any legal or equitable rights or remedies you have or may have against Mibuds with respect such
Content.
In no event shall Mibuds or any of its officers, employees, directors, affiliates, shareholders, or agents be
liable to a Member or anyone else for special, consequential, indirect, cover, punitive, incidental or similar
damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to
or arising out of the this Agreement, the Site, Content on the Site, or activities of other Members or third
parties. This paragraph applies even if Mibuds or one of its officers, employees, directors, affiliates,
shareholders, or agents has been informed or become aware of the possibility of such damages.
The foregoing limitations apply to the acts, omissions, negligence and gross negligence of Mibuds, its
officers, employees, directors, shareholders, affiliates, and agents in any claim arising out of contract, tort, or
any other legal or equitable doctrine.
If Mibuds is the subject of any claim, allegation, demand, cause of action, suit, or other proceeding based on
something Member did in violation of this Agreement, Member agrees to indemnify Mibuds for all damages,
attorneys’ fees, losses, and costs assessed against or incurred by Mibuds.
The Site and all information, content, materials, products (including software) and services included on or
otherwise made available to Member through the Site are provided by Mibuds on an "as is" and "as
available" basis, unless otherwise specified in writing. Mibuds makes no representations or warranties of any
kind, express or implied, as to the operation of this Site or the information or Content or services included on
or otherwise made available to Member through the Site, unless otherwise specified in writing. Member
agrees that Member’s use of the Site is at Member’s sole risk.
To the full extent permissible by applicable law, Mibuds disclaims all warranties, express or implied,
including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
Mibuds does not warrant that the Site; information or Content or services included on or otherwise made
available to Member through the Site; Mibuds’ servers; or e-mail sent from Mibuds are free of viruses or
other harmful components. Mibuds will not be liable for any damages of any kind arising from Member’s use
of the Site or from any information or Content or services included on or otherwise made available to
Member through the Site, including, but not limited to direct, indirect, incidental, punitive, and consequential
damages, unless otherwise specified in writing.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain
damages. If these laws apply to a Member, some or all of the above disclaimers, exclusions, or limitations
may not apply to the Member, and the Member might have additional rights.
13. Personal Information
Member agrees to the terms of the Privacy Policy and acknowledges that the Privacy Policy is part of this
Agreement.
It is critical that Member’s Personal Information is accurate. If Member’s Personal Information changes,
Member agrees to promptly update Member’s Personal Information on the Site. It is Member’s responsibility
to keep all of your current Personal Information on the Site.
Member will have the opportunity to select a Member ID and Password during the Member registration
process. Member is solely responsible in all respects for maintaining the confidentiality and security of
Member’s Member ID and Password. Member is solely responsible for the activity and Content that occurs
under or is placed on the Site under the guise of Member’s Member ID. Member agrees to notify Mibuds
immediately of any unauthorized use of Member’s Member ID or Password.
Mibuds may refuse to grant Member or require Member to change his/her Member ID or Password if either
impersonates someone else, is protected by trademark or other law, is vulgar or otherwise offensive, or for
any other reason, at Mibuds’ discretion.
Member agrees not to use Personal Information of other Members.
14. Operation of Site
Technical, maintenance and other issues may make the Site unavailable or inoperative from time to time.
Mibuds makes no commitment, warranty, or guarantee that the Site will (i) operate in a timely, uninterrupted
or error-free manner, or (ii) meet a Member's particular purposes. Mibuds may also, in its sole discretion,
modify the features, availability, operation and/or look and feel of the Site from time to time without notice to
Member.
Because computers and other equipment are subject to occasional malfunction, Member agrees that
Member will not hold Mibuds responsible for any inadvertent damage to, corruption of or destruction of
Content. Mibuds is not responsible for backing up Content, although Mibuds has a license to backup and
archive Content. If any Content transmitted to Mibuds is damaged, lost or corrupted in any way, Mibuds will
have no obligation or liability to Member.
Member agrees not to circumvent, disable, reverse engineer, or otherwise interfere with the Site, security
features of the Site, or features of the Site that prevent or restrict use or copying of any Content.
Member agrees not to employ a robot, spider or other software, process or device to harvest Content, e-mail
addresses or Personal Information, or to monitor activity on the Site.
15. Mibuds’ Intellectual Property
Except for Content posted to or placed on the site by Member and the provisions of this Agreement that
apply to such Content, all text, graphics, logos, button icons, photos, scripts, sounds, music, videos,
interactive features, images, audio clips, digital downloads, data compilations, and software that is on or
used on the Site is the property of Mibuds and protected by United States and international laws
(collectively, "Mibuds’ IP"). The compilation of all such content on this site is the exclusive property of
Mibuds and protected by U.S. and international laws. All software used on this site is the property of Mibuds
or its software suppliers and protected by United States and international laws.
"Mibuds", “mibuds” and all graphics, logos, page headers, button icons, scripts, slogans, and names are
trademarks or trade dress of Mibuds (collectively, part of and included in the definition of "Mibuds’ IP").
Member agrees that Member will not use Mibuds’ IP (i) without Mibuds’ express, written, and prior approval;
(ii) in connection with any product or service that is not Mibuds’; in any manner that is likely to cause
confusion among or otherwise mislead consumers; or (iii) in any manner that disparages or discredits
Mibuds. All other trademarks not owned by Mibuds that appear on the Site are the property of their
respective owners, who may or may not be affiliated with, connected to, or sponsored by Mibuds.
Mibuds reserves all rights with respect to Mibuds’ IP. Member agrees and acknowledges that Mibuds’ IP is
the exclusive, worldwide property of Mibuds. Member will not at any time take any action or make any
omission that challenges, diminishes, or threatens Mibuds’ exclusive, worldwide property of Mibuds’ IP.
Member acquires no right, title, or interest in or to Mibuds’ IP by virtue of this Agreement or otherwise.
16. Term
This Agreement is effective until terminated. Mibuds may terminate or suspend this Agreement immediately
for any reason and without prior notice to Member. Member may terminate Member’s membership with
Mibuds by contacting Mibuds’ customer support with a specific request to do so. Member’s request to
terminate Member’s membership will become effective no later than 30 days after Mibuds receives
Member’s specific request.
This Agreement remains applicable after and survives termination of this Agreement.
17. Amendments and Updates to the Agreement
Mibuds may, in its sole discretion, change the terms in this Agreement from time to time. When the terms
are changed, Mibuds may (but has no obligation to) notify Member of the change(s) and make a posting on
the Site regarding the change(s). Member agrees to review this Agreement from time to time. If Member
uses the Site after Mibuds has notified Member of or posted a revised or updated version of this Agreement
on the Site, Member agrees to be bound by all of the changes and hereby accepts any and all such revised
versions of this Agreement.
18. Miscellaneous
This Agreement cannot be amended except as specifically set forth in the Amendments section above.
This Agreement, and any rights and licenses granted under this Agreement, may not be transferred or
assigned by Member, but they may be assigned by Mibuds without restriction.
No rights provided by this Agreement are lost or diminished because of lack of use of such rights.
This Agreement constitutes the entire agreement between Member and Mibuds concerning the subject
matter of this Agreement, and it supersedes and replaces any and all prior negotiations, rules,
communications, or proposed agreements, written or oral.
By completing the registration process and using the Site, Member confirms that Member has the full power
and authority to enter into and perform this Agreement. Member also agrees that this Agreement is a legal,
valid, and binding contract, and that its terms and conditions can be enforced by Mibuds.
Mibuds encourages you to print and keep a copy for your reference and to seek the advice of counsel
regarding this Agreement.
Every provision of this Agreement is intended to be severable. If any portion of this Agreement is found to be
invalid or unenforceable, then such portion will be deemed amended and interpreted, if possible, in a way
that renders it enforceable. If such an interpretation is not possible, then the portion will be deemed removed
from this Agreement and the rest of this Agreement will remain in full force and effect.
This Agreement is governed by the laws of the State of Oregon without regard to its "choice of law"
provisions.
The Member and Mibuds agree that any dispute involving this Agreement that cannot be settled by goodfaith
negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration
Association. The exclusive location of the arbitration shall be Portland, Oregon. The arbitration shall be
conducted by a single arbitrator with significant experience in the area of copyright law and other significant
subject matter of the dispute. The decision of the arbitrator shall be legally binding, shall not be subject to
appeal, and shall be enforceable in any court of competent jurisdiction.
If anything happens that is beyond reasonable control of either party (including wars, sabotage, riots, labor
disturbance, failure or delay of transportation, terrorist act, severe weather, natural disaster, act of God,
etc.), then delays will be expected and performance may be excused. Mibuds shall not be responsible or
liable for any delay caused by the occurrence of such event.
The Site may contain links to third-party websites that are not owned or controlled by Mibuds. Mibuds has no
control over, and assumes no responsibility for, the content, privacy policies, or practices of third-party
websites. Mibuds cannot edit the content of third-party websites. Accordingly, Mibuds encourages Member
to be aware when Member leaves the Site and to read the terms and conditions and privacy policy of each
third-party website that Member visits.
Neither this Agreement nor a Member’s participation on and contributions to the Site, including the
placement of Content on the Site, creates an agency, employee, legal representative, partner, fiduciary,
special, or joint venture relationship between Member and Mibuds.
This Agreement inures to the benefit of and applies to the Member’s and Mibuds’ successors, assigns, heirs,
divisions, subsidiaries, and employees.