Terms of Use

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TERMS OF USE

Last updated: March 16, 2012

 

The following describes the terms applicable to the use of the InnoCentive.com website (the “Site”). Your use of the Site forms a legally binding contract with InnoCentive, Inc. (“InnoCentive” or “us”) based on these Terms of Use. If you have registered as a Solver, you will be bound to these Terms of Use as well as additional terms in any applicable Challenge-Specific Agreement. PLEASE READ THE FOLLOWING CAREFULLY. If you do not accept the Terms of Use as stated here, do not use the Site. InnoCentive may revise these Terms of Use at any time by posting an updated version to this Web page.

 

1. The Site. This Site provides a service ("Service(s)") whereby entities with business, technical, engineering, scientific, logistical, manufacturing, or mathematical problems ("Seekers") may post such problems ("InnoCentive Challenges®" also referred to as InnoCentive Challenge Statements) and may offer a payment amount (each, an "Award") for solutions submitted by Solvers for a specific InnoCentive Challenge via the website (“Proposed Solutions”), which the Seeker deems acceptable ("Accepted Solutions") based upon the structure of the challenge. Seekers may be commercial enterprises, not-for-profit organizations, local, state, or federal governments (including agencies of the United States government), or other entities. Each challenge type has differing levels of difficulty, and information required from Solvers. Some InnoCentive Challenge Statements only request limited information from Solvers, but others contain detailed criteria for Accepted Solutions, such criteria located in password-protected areas of the Site (“Project Rooms”). By using this Site, you acknowledge that InnoCentive does not control in any manner the nature, quality, legality or timing of InnoCentive Challenges. You agree that InnoCentive is a neutral forum for InnoCentive Challenges and Solver Proposed Solutions.

InnoCentive desires to make your use of this Site enjoyable, and will endeavor to keep postings related to the results of Proposed Solutions and Awards paid as current as possible. However, we do not guarantee that the postings or content on this Site will be current at all times. Furthermore you understand that you may create a Proposed Solution for an InnoCentive Challenge that may have a recently Accepted Solution, and for which the Award has already been paid, and for which we have not yet updated the Site to reflect such payment.

2. Eligibility. The Site is not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If you do not qualify, please do not use the Site. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, you may not use this Site.

3. Solver Registration. To be eligible to solve InnoCentive Challenges® (as further described below) and access information in the Project Rooms, you must register as a Solver and agree to the additional terms and conditions set forth in the Challenge-Specific Solver Agreement that may be applicable to individual InnoCentive Challenges. You may cancel your registration at any time by contacting innoinfo@innocentive.com. As part of the registration process, you will be asked to select a password and a login name. You agree that your registration information at all times correctly represents your professional affiliation, experience, qualifications and ability to transact business. You may not use a login name of another Solver. You may not disclose or share your password to any third parties or use your password for any unauthorized purposes. You agree to notify InnoCentive at innoinfo@innocentive.com of any unauthorized use of your account or breach of security, including loss, theft, or unauthorized disclosure of your password or login information. Remember, you are responsible for maintaining the confidentiality of your password(s).

4. Others’ Information. InnoCentive does not guarantee the accuracy of the Site or ownership of any information in an InnoCentive Challenge Statement or the availability of any Award, unless otherwise stated in an InnoCentive Challenge Statement. While InnoCentive believes such information to be posted in good faith, InnoCentive does not control the information provided by others that is made available through the Site. Other user’s information may be inaccurate. You agree to look solely to the Seeker for any claims you may have regarding their information. If you have a dispute with another user of the Services, you hereby release InnoCentive from all claims of any kind arising out of such dispute. If you are a California resident, you waive California Civil Code, Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

5. Your Information. You may have the opportunity to communicate with other users. Any information you provide to InnoCentive or other users during your registration or use of the Services, in any public message area, through any mail feature, or otherwise generated out of your use of the Services, is subject to the following:

a. Your Content. You are solely responsible for the content of your information, postings, or Proposed Solutions. InnoCentive acts merely as a conduit for the distribution and/or publication of that information. InnoCentive reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if InnoCentive believes information is inappropriate for the Site or the Services, may create liability for InnoCentive, or may cause InnoCentive to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers. You agree that your information will be accurate and will not, to the best of your knowledge: (a) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or (c) be libelous, unlawfully threatening, or unlawfully harassing. You may be asked to make legally binding warranties and representations to InnoCentive and the Seeker in relation to a Proposed Solution that you submit.

b. Privacy. InnoCentive will only use your information in accordance with its Privacy Policy as posted on the Site http://www.innocentive.com/privacy.php

6. Additional Conditions Regarding Proposed Solutions. If you submit a Proposed Solution in response to an InnoCentive Challenge Statement, you agree that you are the owner of the submitted Proposed Solution and that you are legally free to make the disclosure and to convey the intellectual property rights being offered to the Seeker. You also agree that your Proposed Solution is subject to the additional terms and conditions in any applicable Solver Agreement or Challenge-Specific Agreement.

7. Payment of Awards. Payment of Awards will be handled in accordance with the terms set forth in the InnoCentive Challenge Statement and/or its applicable Solver Agreement. The conditions for qualifying for a particular Award shall be as set forth on the Site in connection with that particular InnoCentive Challenge Statement and Award and may include a list of excluded solutions. The decision as to qualifying criteria and conditions and whether to accept a Proposed Solution is entirely within the discretion of the Seeker.

8. Ownership and Limited License. (a) InnoCentive shall retain all ownership in the Site and all content generated by it that is displayed on the Site. InnoCentive grants you a nonexclusive, revocable right to use the Site provided that you do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site in any manner or form except that you have the right to modify your self-generated content on the Site. The license granted to you by InnoCentive is a limited license to access and make personal use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of InnoCentive. Except as set forth in Section 8(b), this license does not include any copying or distribution, resale or commercial use of this Site or its contents; any collection and use of any Challenge listings, descriptions, or Awards; any derivative use of this Site or its contents; any downloading or copying of Challenge information for the use or benefit of another; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of InnoCentive. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including Challenge descriptions, images, text, page layout, or form) of InnoCentive without express written consent. You may not use any meta tags or any other "hidden text" utilizing InnoCentive's name or trademarks without the express written consent of InnoCentive. Any unauthorized use terminates the permission or license granted by InnoCentive. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of InnoCentive.com so long as the link does not portray InnoCentive, or its products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any InnoCentive logo or other proprietary graphic or trademark as part of the link without express written permission

(b) The InnoCentive RSS (really simple syndication) service is a means by which InnoCentive.com offers feeds of InnoCentive content ("RSS Content") to visitors who use RSS aggregators. These Terms of Use govern your use of the RSS Content and may be changed by InnoCentive at any time without notice. The RSS Content is offered by InnoCentive for non-commercial use. You must use the RSS Content as provided by InnoCentive, and you may not edit or modify the text, content or links supplied by InnoCentive. InnoCentive retains all ownership and other rights in the RSS Content. The RSS Content may be used only with those platforms from which a functional link is made available that, when accessed, takes the viewer directly to the Site. You may not display the RSS Content in a manner that does not permit successful linking to, redirection to, or delivery of the applicable Site page. You may not insert any intermediate page, splash page, or other content between the RSS Content link and the applicable Site page. You must provide attribution to InnoCentive in connection with your use of the RSS Content.

9. Compliance with Rules. You agree not to use any device, software or routine to interfere with the proper working of the Site or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. You agree not to take any action (including without limitation, spamming) that imposes an unreasonable load on our infrastructure. You agree not to take any actions which may undermine the integrity of our system or the Services, such as: leaving feedback or ratings for yourself; using the Site in violation of local, state, national or international law; uploading of files or content that contain material that violates the intellectual property rights of any third party. You are solely responsible for compliance with all applicable laws and regulations regarding your use of the Services and the transfer of the technologies or information with which you are involved, including without limitation, import/export requirements, and InnoCentive expressly disclaims any liability or responsibility thereto.

10. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS". INNOCENTIVE MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE SERVICES.

11. Limitation of Liability and Disclaimer. InnoCentive has no control over, and is not responsible for the acts or omissions of Seekers, or the quality or legality of the Proposed Solutions sought thereby. InnoCentive does not warrant or guarantee the accuracy or completeness of any InnoCentive Challenge Statement, nor endorse any Seeker.

INNOCENTIVE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) YOU SUFFER OR INCUR AS A RESULT OF THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL INNOCENTIVE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES IN EXCESS OF $100 REGARDLESS OF THE CAUSE. You agree that you will be responsible for, and at InnoCentive’s request defend InnoCentive from, third party claims arising out of information you provide to InnoCentive for publication or any breach by you of this agreement.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Service must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.

12. Harmful Substances. PLEASE NOTE THAT UNDERTAKING WORK RELATED TO INNOCENTIVE CHALLENGE STATEMENTS POSTED ON THE SERVICE MAY REQUIRE THE USE OR SYNTHESIS OF BIOLOGICS OR CHEMICALS THAT COULD BE BACTERIALLY MUTAGENIC, TOXIC, CARCINOGENIC OR OTHERWISE HARMFUL TO YOU AND ANYONE ELSE THAT IS EXPOSED TO THEM, AND YOU UNDERTAKE THE CREATION OF SUCH PROPOSED SOLUTIONS AT YOUR OWN RISK.

13. Other Contracts, Confidentiality, and Indemnification. You agree that you will not disclose to InnoCentive or its affiliates, or to any Seeker, any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. You agree that you will not discuss any confidential information of your own, other parties, or the Seeker related to any InnoCentive Challenge, unless you are specifically working within the confines of a Project Room through the Site. All information in Project Rooms shall be deemed “confidential information” for purposes of this Section 13. Should your participation in the Service be found to breach legal obligations you may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 13, you agree to defend, indemnify and hold harmless InnoCentive and Seeker, its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.

14. Third-Party Web Site Links. The Site may contain links to Web sites operated by parties other than InnoCentive. Such links are provided for reference only and InnoCentive does not control such Web sites and is not responsible for their contents. InnoCentive's inclusion of links to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators.

15. No Third Party Reliance. You agree that you will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of InnoCentive. This agreement shall have no third party beneficiaries, other than certain Seekers in accordance with the terms of the applicable Solver Agreement or Challenge-Specific Agreement.

16. Copyright. All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of InnoCentive or its Seekers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of InnoCentive and protected by U.S. and international copyright laws. All software used on this site is the property of InnoCentive or its software suppliers and protected by United States and international copyright laws.

17. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts, United States of America (excluding any rules governing choice of laws) and any legal proceeding arising out of this Agreement will occur in Boston, Massachusetts. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between InnoCentive and you with respect to the subject matter hereof, and you have not relied upon any promises or representations by InnoCentive with respect to the subject matter except as set forth herein. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law. The governing language of these Terms of Use, each Solver Agreement or Challenge-Specific Agreement, and the Privacy Policy is English.