Terms & Conditions

1. Services and Platform Scope

Company Offerings: MB Solutions LLC provides professional consultation, custom software and AI development, and Company-operated digital platforms. These Terms apply to our website and to Company offerings that are not governed by separate product-specific terms, order forms, or service agreements.

Independent Contractor: Our relationship with any client is that of an independent contractor. No partnership, joint venture, or employment relationship is created.

Scope of Work (SOW): Consultation services, development services, and other custom work are limited to the scope defined in a written Service Agreement, Statement of Work, or invoice. Additional work beyond the agreed scope ("scope creep") will require a new agreement and additional fees.

Service Agreements: For projects exceeding $1,000 or involving deliverable work product, we will provide a written Service Agreement or Statement of Work outlining:

• Project scope and deliverables
• Timeline and milestones
• Payment terms and fee structure
• Intellectual property ownership
• Confidentiality obligations

Separate Product Terms: Certain Company-operated platforms, including The Match and MN Drive Test, are governed by their own terms. If a product-specific terms page, checkout flow, or written agreement conflicts with these Terms, the product-specific terms or agreement control for that offering.

Non-Solicitation: During the term of any service agreement and for twelve (12) months thereafter, the Client agrees not to solicit for hire any employees or contractors of MB Solutions LLC without prior written consent.

2. Outcomes, Results, and Intellectual Property (IP)

Company IP: We retain all rights to our pre-existing methodologies, proprietary algorithms, frameworks, tools, and general knowledge developed prior to or outside of client engagements.

Client Deliverables: Upon full payment, clients are granted a non-exclusive, perpetual license to use the final reports, analyses, or software delivered specifically for them as outlined in the applicable Service Agreement.

The extent of rights granted depends on the project and will be specified in the Service Agreement. Typically:

• Reports and Analyses: Client receives full rights to use for internal business purposes
• Custom Software/Models: Client receives license to use; we retain underlying code/methodology unless otherwise specified
• Modifications: Clients may not modify deliverables to create derivative works without permission

Background IP: We retain ownership of all background intellectual property, including:

• Pre-existing code libraries, frameworks, and tools
• General methodologies and approaches
• Knowledge and experience gained through the project

Prohibition on Reverse Engineering: You may not attempt to decompile, reverse engineer, or extract the underlying logic, database structures, algorithms, or prompts from any software, AI tool, or system provided by MB Solutions LLC.

3. Disclaimers

AI Systems - Accuracy Disclaimer: You acknowledge that AI systems are probabilistic and can generate "hallucinations" (factually incorrect or fabricated data). AI-generated outputs should be reviewed and verified before use in critical applications. We do not guarantee the accuracy, completeness, or reliability of AI-generated content.

Separate Product Disclosures: Certain platforms we operate, including The Match and MN Drive Test, are subject to separate product-specific terms, disclosures, eligibility rules, and limitations. Product-specific statements made in those materials apply to the relevant platform.

No Guarantee of Results: We do not guarantee specific outcomes, results, or performance metrics from our consultation services, software development work, or digital offerings. Results depend on many factors outside our control.

4. Payment Terms

Invoicing: Unless otherwise specified in a Service Agreement, product-specific terms, or checkout flow, invoices and amounts due to us are payable within thirty (30) days of invoice date ("Net 30").

Payment Processing: Unless otherwise stated in a product-specific checkout or written agreement, payments collected directly by MB Solutions are processed through Stripe.

Late Payments: Late payments are subject to a late fee of 3% of the outstanding balance.

Deposits: For projects exceeding $10,000, we may require a 50% deposit before commencing work.

Expenses: Unless otherwise specified, fees do not include travel, software licenses, third-party data purchases, or other project-specific expenses. Such expenses will be billed separately with client approval.

Non-Payment: If payment is more than 30 days overdue:

• We reserve the right to suspend work until payment is received
• We may withhold delivery of work product
• We may terminate the engagement and pursue collection, including legal fees

5. Confidentiality

Mutual Confidentiality: Both parties agree to maintain the confidentiality of proprietary information shared during the engagement.

Confidential Information includes:

• Trade secrets, business plans, and financial information
• Technical data, research findings, and methodologies
• Client-specific data and project materials
• Information marked as "Confidential"

Exclusions: Confidential information does not include information that:

• Is publicly available through no breach of this agreement
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

Duration: Confidentiality obligations survive for three (3) years after termination of the engagement.

6. Indemnification

You agree to indemnify, defend, and hold harmless MB Solutions LLC and its officers, employees, and contractors from any claims, damages, or legal fees (including attorney's fees) arising out of:

1. Your use of our consultation deliverables, websites, software platforms, or AI tools
2. Your provision of data that violates third-party rights or applicable laws
3. Your provision of unauthorized Protected Health Information (PHI)
4. Your violation of any third-party rights or laws
5. Your breach of these Terms or any Service Agreement

This indemnification obligation survives termination of the engagement.

7. Limitation of Liability & Warranty

"As-Is" Basis: Services, software, and AI tools are provided "As-Is." We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Liability Cap: Our total liability for any claim arising from our services shall not exceed the total fees paid by you to us in the six (6) months immediately preceding the event giving rise to the claim.

Excluded Damages: We are not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including:

• Lost profits or revenue
• Loss of data or business interruption
• Cost of substitute services
• Damage to reputation
• Reliance on AI-generated outputs

Exceptions: This limitation does not apply to:

• Our gross negligence or willful misconduct
• Violations of law that cannot be contractually waived
• Our confidentiality obligations
• Unpaid fees owed under Service Agreements

Jurisdictional Variations: Some states do not allow exclusion of implied warranties or limitation of liability for consequential damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

8. Termination

Termination by Client: You may terminate a service engagement governed by these Terms at any time by providing written notice, unless a product-specific terms page or written agreement states otherwise. You will be responsible for payment of:

• All work completed through the termination date
• Any non-cancellable expenses incurred on your behalf
• Early termination fees if specified in the Service Agreement

Termination by Us: We reserve the right to terminate an engagement immediately if:

• You breach these Terms or the applicable Service Agreement
• Payment is more than 60 days overdue
• You engage in conduct that harms the integrity of our systems or reputation
• Continuation of services would violate applicable law

Effect of Termination:

• All unpaid fees become immediately due
• We will deliver work product completed through termination date upon payment
• Confidentiality obligations survive termination
• Licenses to deliverables may be revoked if payment is not received

9. Dispute Resolution & Arbitration

Informal Resolution: Before initiating arbitration or legal proceedings, both parties agree to attempt informal resolution by contacting the other party in writing and negotiating in good faith for thirty (30) days.

Mandatory Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or our services shall be resolved through binding arbitration, EXCEPT:

• Claims for equitable relief (injunctions) to protect intellectual property
• Claims related to unauthorized access or security breaches
• Small claims court actions (if within jurisdictional limits)

Arbitration Procedures: Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Hennepin County, Minnesota, and shall be governed by Minnesota law.

Attorney's Fees: The prevailing party in any arbitration or litigation shall be entitled to recover reasonable attorney's fees and costs from the non-prevailing party.

10. General Legal Terms

Force Majeure: We are not liable for delays caused by circumstances beyond our control, including:

• Acts of God (natural disasters, pandemics, severe weather)
• War, terrorism, civil unrest
• Internet or telecommunications failures
• Power outages or utility disruptions
• Cloud provider outages or third-party API failures
• Cyber attacks or denial-of-service attacks

Severability: If any part of these Terms is found unenforceable, the remainder remains in effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Governing Law: These Terms are governed by the laws of the State of Minnesota, USA, without regard to its conflict of laws principles.

Jurisdiction and Venue: For any claims not subject to arbitration, you agree to submit to the exclusive jurisdiction of state and federal courts located in Hennepin County, Minnesota.

Assignment: You may not assign these Terms or any Service Agreement without our prior written consent. We may assign our rights and obligations at any time, including in connection with a merger, acquisition, or sale of assets.

Entire Agreement: These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between you and MB Solutions LLC and supersede all prior agreements, communications, and understandings.

Amendments: We may update these Terms at any time. Updated Terms will be posted at mbshub.org/terms with at least 30 days' notice before material changes take effect. Continued use of our services after changes take effect constitutes acceptance.

Waiver: Our failure to enforce any right or provision does not constitute a waiver. Any waiver must be in writing and signed by an authorized representative.

Notices: All notices must be sent to:

Notices are effective when sent by email or three (3) business days after mailing.