Submission Terms and Conditions
Before you can submit to MOM GENIUS you (hereinafter referred to as "Submitter") must agree to these terms and conditions (the "Agreement") which sets forth the terms and conditions under which Submitter will provide certain product ideas to MOM GENIUS. By clicking on the "I Accept" button, Submitter unconditionally consents to be bound by the terms and conditions of the Agreement and is becoming a party to this Agreement between Submitter and Mom Genius, Inc. ("MOM GENIUS") with principal offices at 5975 Shiloh Road, Suite 112, Alpharetta, Georgia 30005 as of the date Submitter clicks on the "I Accept" button. It is important that Submitter carefully review this Agreement prior to agreeing to it. If Submitter does not unconditionally agree to the terms of this Agreement, then do not click the "I Accept" button. By clicking on the "I Accept" button and submitting the Submission Form, Submitter agrees that he/she is authorized to grant permission to MOM GENIUS to evaluate Submitter's Product Idea for purposes of determining if the idea is suitable for further development, commercialization and distribution through the MOM GENIUS e-commerce platform.
1. Scope of Work
2. Each SUBMISSION FORM shall reference this Agreement, and include, at a minimum, the following: (a) name of Product Idea, (b) Submitter credit to be listed, (c) email address, (d) software used, (e) specific version and additional software used, (f) description of figures or content shown, (g) Submitter's full name, (h) phone number (i) city, state, country, zip, and (j) image file.
3. Submitter understands and agrees that by submitting Product Ideas to MOM GENIUS via the SUBMISSION FORM, MOM GENIUS is not committing or obligating itself to use the Product Idea of the Submitter. MOM GENIUS reserves the right not to accept or use any Product Idea submitted to MOM GENIUS for any reason (including, but not limited to, Product Idea containing nudity, adult themes, and/or extreme violence) and without explanation. Submitter's submission of Work does not guarantee MOM GENIUS's use of such Work. In addition, MOM GENIUS reserves the right to remove any content from its websites at its sole discretion, without reason or explanation.
1. This Agreement shall remain in effect until terminated by either party as provided herein.
3. Price and Payment
1. Submitter understands that MOM GENIUS will not pay a fee or royalty to Submitter for Product Ideas submitted via the SUBMISSION FORM.
1. Submitter recognizes that during the course of this Agreement it will have occasion to conceive, create, develop, review or receive information which is considered confidential to MOM GENIUS. Submitter further agrees that MOM GENIUS's products and all related technical information (including but not limited to programming techniques and methods, research and development, computer programs, and documentation); and all marketing plans, customer identities, business methods, or business, financial or other information regarding the business and software programs of MOM GENIUS and/or MOM GENIUS's clients (the "Confidential Information"), are trade secret, proprietary information of MOM GENIUS.
2. Submitter agrees to receive and hold in confidence and not disclose in any manner to any third parties, the Confidential Information or any other information delivered to it by MOM GENIUS identified as confidential. Submitter shall, at all times, protect and safeguard the Confidential Information, and agrees not to encumber, furnish, sell, give, assign, distribute or otherwise make available the Confidential Information to any other person, firm or corporation and shall use best efforts to ensure that no improper or unauthorized use or disclosure of Confidential Information is made by any party.
3. Submitter agrees that it will not use any Confidential Information for its own purpose or for the benefit of any third party and shall honor the copyrights of MOM GENIUS and will not copy, duplicate, or in any manner reproduce any such copyrighted materials.
4. The provisions of this Section shall survive termination or expiration of this Agreement. MOM GENIUS or its client shall have the right to take such action it deems necessary to protect its rights, including, without limitation, injunctive relief and any other remedies as may be available at law or equity.
1. Each party shall maintain ownership of all of its pre-existing intellectual property rights. For Product Ideas submitted to MOM GENIUS via the SUBMISSION FORM, Submitter provides a perpetual, non-exclusive, worldwide license for MOM GENIUS to use Submitter's pre-existing intellectual property hereunder.
2. Submitter agrees that MOM GENIUS has the right to engage or not to engage and to use, reproduce, re-use, alter, modify, edit or change the Product Idea as it sees fit and for any purpose deemed necessary by MOM GENIUS.
3. Both during the term of this Agreement and thereafter, Submitter agrees to execute all documents required by MOM GENIUS or MOM GENIUS's agent, to apply for, register, perfect, obtain or enforce any ownership and intellectual property rights pertaining to each Product Idea.
6. Warranties of Submitter
1. Submitter warrants that the Product Idea shall be the unique and original work product of Submitter and will not be based on, or derived from, the proprietary information or items of a third party and that none of the Product Idea will infringe any copyrights, patents, trade secrets, or other proprietary rights of a third party. Submitter agrees that all Product Ideas will be provided without liens, claims or encumbrances. Submitter shall defend, indemnify and hold MOM GENIUS, its officers, agents, directors and employees harmless from and against any and all costs, expenses, losses or damages (including reasonable attorney’s fees) arising out of any claim brought by a third party that any Product Idea is infringing in any manner.
1. Either party may terminate this agreement upon fifteen (15) days written notice.
2. Upon completion, termination, or expiration of this Agreement, Submitter shall return to MOM GENIUS all applicable Confidential Information.
8. Independent Contractor
1. Submitter agrees that it is an independent contractor and that it will perform under this Agreement as an independent contractor. Nothing in this Agreement shall be deemed to make Submitter an agent, employee or partner of MOM GENIUS. Submitter shall not be entitled to any of the fringe benefits of MOM GENIUS and shall have no authority to bind, commit, contract for or otherwise obligate MOM GENIUS in any manner whatsoever.
9. General Terms and Conditions
1. Submitters must be legal and permanent residents of the fifty (50) United States and the District of Columbia.
2. Submitters must be 18 years of age or older; however, submitters between the age of 13 years of age and 18 years of age may be allowed if all of the following terms and requirements are met: 1) A parent or guardian must formally consent and provide a signature in their capacity to allow their child/ward to make the submission; 2) the parent or guardian must declare and confirm on behalf of the child/ward that the idea or ideas contained in the submission are original and are non-infringing; 3) the parent or guardian must declare and confirm that they have the authority to grant all required rights on behalf of the child/ward under the submission; and 4) the parent or guardian must declare that he/she has read and agreed to all Mom Genius terms and conditions for submission, and that these terms and rules are agreed to on behalf of the child/ward prior to any submissions being made to Mom Genius.
3. This Agreement constitute the sole and exclusive statement of the terms and conditions hereof and supersede any prior discussions, writings, and negotiations with respect thereto.
4. Submitter shall not assign this Agreement without the prior written consent of MOM GENIUS.
5. This Agreement shall not be amended except in writing signed by both parties.
6. This Agreement shall be interpreted and enforced in accordance with the laws of Georgia.