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This agreement (the "Agreement") between InnoCentive, Inc. ("InnoCentive" or "we") and you (we refer to you in this Agreement as "you", "your" or as a "Solver") together with the Terms of Use, Privacy Notice and Copyright Notice (collectively, the "InnoCentive Policies"), governs your use of the InnoCentive.com website and the associated services we offer through the website (we refer to this website and these services as the "Service"). In addition, we intend to continue to change and add to the Service, and as we do, this Agreement will apply to all of these changes as well. If you are representing a company, a partnership, or a collaboration of individuals, then "you", "your" and "Solver" refers to you individually, as well as all others gaining access to the Service through you, and also refers to your company, partnership or collaboration as a whole.
General Description of the Solver Agreement. There are three parts to this Agreement: a) the Registration process, under which InnoCentive grants you a non-exclusive license to access and use the Service as a Solver; b) the Proposal stage, under which you propose a solution to a Challenge Statement, and grant a Seeker an exclusive option to acquire the rights to that solution; and c) the Acceptance stage, when your Proposal is accepted, you assign it to InnoCentive on behalf of a Seeker, and you receive payment of the Award or the Revised Award Amount (see Section 5, "Payments").
1. Registration. By submitting your online Registration Application Form you agree to the terms and conditions of this Agreement. InnoCentive reserves the right to reject Registration Application Forms in its sole discretion. When you submit your Registration Application Form, you will become a "Solver" and InnoCentive will grant you a non-exclusive license to access and use the Service subject to this Agreement. You may not assign or transfer this Agreement or this license or any part of it, to any other person or company. From time to time, you may be asked to agree to some different terms specifically requested by an individual Seeker when you open a "Project Room" for a new scientific problem known as an "InnoCentive Challenge®" (see Section 2, "Proposals"), which will vary according to the nature of the particular InnoCentive Challenge. This Agreement may be amended by InnoCentive by posting a new version on this website. Once you have registered as a Solver and accepted this Solver Agreement, if InnoCentive has posted a new version of this Solver Agreement after your registration date, any time you seek to work on additional InnoCentive ChallengesTM , you will be asked to agree to the new version of the Solver Agreement. This is for your protection and to ensure that you are aware of any new terms and conditions. Your use of the Service after any amendment and your renewed acceptance each time you open a Project Room will be conclusively deemed acceptance of any such change, additional terms, or new Agreement.
2. Proposals. As a Solver you may submit to the Service a proposed solution (your "Proposal") to any InnoCentive Challenge posted on the Service by a Seeker (each, an "InnoCentive Challenge Statement"). Your Proposal and all work, ideas, inventions, experiments, discoveries, processes and improvements, computer programs, specifications, operating instructions, notes, and all other documentation (whether or not patentable), which is created, conceived, or first reduced to practice by you, alone or with others, in connection with your Proposal shall be considered a "Work Product" for purposes of this Agreement. Work Product includes copies of any and all notebooks or other records indicating a date (a) when the idea for a Proposal was first developed by you, (b) when the first successful experiment, if any, validating such idea was conducted by you, and (c) any patents, articles, or other publications pertinent to the Proposal which you have in your possession or control at the time your Proposal is submitted. At the option of the Seeker, you may be asked to produce such Work Product if your Proposal is accepted as a Solution.
3. Exclusivity Period. By submitting your Proposal you agree to grant to InnoCentive and the Seeker the following rights, for a period of 90 days from the deadline set forth in the InnoCentive Challenge Statement, (the "Exclusivity Period"): (a) an exclusive option to acquire exclusive rights to the Proposal for use in connection with the InnoCentive Challenge (the "Option"), as described in this Agreement, and (b) a non- exclusive, worldwide license to use, copy, distribute and create derivative works of the Work Product for purposes of review, analysis and testing the Solution, (collectively, these nonexclusive rights and the Option are referred to as the "Exclusive Option Rights"). InnoCentive will make reasonable efforts to transmit relevant Proposals to Seekers, however, nothing herein shall be construed as requiring InnoCentive to transmit every Proposal submitted in response to an InnoCentive Challenge to a Seeker, or to interpret, edit, filter, or review submissions. In addition, by submitting your Proposal you thereby agree to provide reasonable assistance and additional information concerning Work Product and your Proposal to InnoCentive or the Seeker during the Exclusivity Period, if requested. By granting the Exclusive Option Rights you agree that during the Exclusivity Period (and thereafter, if the Option is exercised), you are prohibited from (x) using, the Proposal or the Work Product or (y) disclosing to or granting or assigning or transferring any rights to a third party to use the Proposal or the Work Product for any, including the application for patents or similar intellectual property rights.
4. Acceptance of Proposal and Transfer of Intellectual Property. InnoCentive will notify you within a commercially reasonable period of time after termination of the Exclusivity Period whether a Seeker accepts your Proposal and wishes to exercise an Option ("Acceptance"). For purposes of this Agreement, "Acceptance" shall mean the selection of your Proposal by the Seeker as meeting the Solution Acceptance Criteria as set forth in the InnoCentive Challenge Statement. The Seeker has absolute and sole discretion to determine whether to Accept your Proposal, or any Proposal. The meeting of the Solution Acceptance Criteria does not mean that the Proposal will be Accepted by a Seeker. In the event that your Proposal is not Accepted within the Exclusivity Period, the Exclusive Option Rights will terminate without further notice to you. Upon Acceptance of your Proposal by a Seeker and payment of an Award to you (see Section 5, "Payments"), you hereby assign and convey to InnoCentive all rights, title, and interests in and to the Proposal and any Work Product that are related to the InnoCentive Challenge, and you retain no rights to the Proposal or the Work Product insofar as they are related to the InnoCentive Challenge. In the event that the Work Product cannot be assigned and conveyed under statutory law, you herewith grant to InnoCentive a worldwide, unlimited, perpetual, irrevocable, and exclusive license to use, make, have made, market, copy, modify, lease, sell, distribute, and create derivative works of the Work Product, including the right to assign the foregoing license to Seekers. If you utilize any processes in development of the Work Product which are the subject of patent rights owned by you, you agree to grant to InnoCentive a worldwide, non-exclusive, perpetual, royalty-free right and license to practice any patented processes used in the Work Product, including the right to assign the foregoing license to Seekers. Furthermore, you agree that you will, during the term of this Agreement and at any time thereafter, execute all papers and do all things deemed necessary by InnoCentive or a Seeker to ensure that InnoCentive and the Seeker acquires all rights, title, and interests in and to the Solution and any Work Product that are related to the InnoCentive Challenge, including the rights to all Intellectual Property embodied therein, and that ensures that all such rights are transferred to Seeker. Such cooperation and execution shall be performed without additional compensation to you; provided, however, InnoCentive shall reimburse you for reasonable out-of-pocket expenses incurred at the specific request of InnoCentive. Upon payment of the Award, or termination of the Exclusive Option Rights for any reason, there will be no further obligations between you and InnoCentive or the Seeker with respect to the Proposal, the Work Product, or the InnoCentive Challenge, except for the limitations on use and disclosure described under section 7, "Confidentiality", below.
5. Payments. If a Seeker Accepts your Proposal, the payment amount (called an "Award") specified in the InnoCentive Challenge posted on the Service by a Seeker (or, in the case of partial payments of Awards, a "Revised Award Amount", if applicable) shall be paid to you by InnoCentive within thirty (30) days after you are notified by InnoCentive of your Proposal's Acceptance and the completion of legal due diligence by InnoCentive. The Award will be paid to you locally, in U.S. Dollars, or if required by your local law, in your local currency equivalent based on the foreign exchange rate in effect on the date of the disbursement by InnoCentive. InnoCentive is not responsible for payment of any Award, or any part of any Award, to any party other than to the Solver through whom the Proposal was submitted to the Service. You understand that the Award represents a complete payment, net of any local taxes that InnoCentive may be required to withhold, for any Accepted Proposal and that you are not entitled to any other compensation of any kind. If local law does not require withholding of taxes, all taxes on Awards shall be your sole responsibility.
6. Representations and Warranties. You represent and warrant that:
- All information provided by you regarding yourself and, if applicable, your business ("Solver Information") is true, accurate, current, and complete information and you will maintain and update the Solver Information to keep it true, accurate, current and complete.
- If you are an individual representing a business or other entity, you are authorized to enter into this Agreement on behalf of that business or entity.
- Unless otherwise disclosed in the Proposal, you are the owner of all Work Product; and (a) you are not obligated under any contract, employment agreement, employment relationship or any other relationship or commitment to assign any of your rights in the Work Product to an employer, university or academic institution, governmental entity or body, or other third party; (b) the Work Product does not infringe or violate any patent, copyright, trade secret, trademark, or other third- party intellectual property right; and you are not aware of any threatened claim or challenge to your rights in the Work Product; and (c) the title to the Work Product acquired by InnoCentive hereunder, including the rights to all Intellectual Property embodied therein, is and shall be delivered free from any security interest, lien, or encumbrance of any kind.
- You have the right to transfer all rights in the Work Product as required by Section 4 ("Acceptance of Proposal and Transfer of Intellectual Property") of this Agreement and you acknowledge that, upon Acceptance of your Proposal and payment of the Award, the copyright and any other intellectual property rights in the Work Product created pursuant to the InnoCentive Challenge, belong to InnoCentive by operation of law.
7. Confidentiality. During the term of this Agreement and at all times thereafter, you shall not disclose to any third party nor use for any purpose other than for the performance of this Agreement, any Confidential Information (as defined below) without the express written consent of the owner of the Confidential Information. These confidentiality obligations shall not apply to Confidential Information which: (a) is in the public domain, or which was publicly known or available on the date you originally accepted this Agreement ("Effective Date"); or (b) after the Effective Date becomes available to the public in a manner not involving a breach of any duty under this Agreement. Nothing herein shall preclude the ultimate disclosure of any information required by law. "Confidential Information" includes:
- All information set forth in the password protected areas of the Service ("Service Information"), (the presentation of Service Information via the Service shall not be deemed to be a public disclosure for purposes of this Agreement and shall not operate as an exclusion from Confidential Information); and
- During any Exclusivity Period and after Acceptance and exercise of an Option relating to a InnoCentive Challenge, any Work Product or Proposal relating to said InnoCentive Challenge.
The same restrictions on disclosure and use of Confidential Information described in this Section 7 shall apply to the use or disclosure by InnoCentive and Seekers of any Work Product or Proposal during the Exclusivity Period and, if the Proposal is not accepted, thereafter, unless the Proposal or Work Product can be shown by business records of Seeker or InnoCentive to (1) have been known to them previously; (2) is independently created by personnel of Seeker or InnoCentive who had no access to the Proposal or the Work Product; or (3) is subject to the exceptions to Confidentiality in (a) or (b) of this section 7; provided, however, notwithstanding the foregoing, nothing in this Solver Agreement shall prevent a Seeker from utilizing a Solution, for which an Award has been paid, to the extent that a Solution and any rejected Proposal contain overlapping Work Product.
8. Termination. InnoCentive may terminate the Service or deny you or any other Solver access to all or part of the Service without prior notice in its sole discretion. InnoCentive shall have no responsibility to notify any third parties of the termination of the Service or InnoCentive's denial of your access to the Service, and neither shall InnoCentive have any responsibility for any consequences resulting from such lack of notification or access. If InnoCentive terminates your access during an Exclusivity Period applicable to your Proposal, and if Seeker Accepts your Proposal, then payment of the Award shall be made upon your assignment to InnoCentive of the rights and licenses to the Work Product and Proposal as set forth herein. You may terminate this Agreement at any time for any reason by notifying InnoCentive by e-mail that you are terminating your Solver registration. Termination will be effective the day notice is received or such later date specified in the notice. If you terminate the Agreement, you shall not be entitled to any payment from InnoCentive after the effective date of termination, except as follows: If this Agreement is terminated by either Party during an Exclusivity Period applicable to your Proposal, and if the Seeker wishes to Accept your Proposal or exercise the Option within the time that would have been the Exclusivity Period had the Agreement remained in effect, then Payment of the Award or the Revised Award Amount shall be made upon your assignment to InnoCentive of the rights and licenses to the Work Product and Proposal. Termination of this Agreement automatically terminates your license to use the Service. Except as otherwise provided in this Agreement or in the InnoCentive Policies, the rights and obligations of each party to the other under this Agreement shall be considered terminated upon the payment of an Award or InnoCentive's notification to you that the Seeker has not Accepted your Proposal For one year after the date of termination, you may not grant a license or rights or otherwise assign the rights to a Proposal or Work Product based on the Confidential Information without prior written approval of InnoCentive.
9. Limitation of Liability and Warranty Disclaimers. InnoCentive has no control over, and is not responsible for the acts or omissions of Seekers, or the quality or legality of the solutions sought by virtue of the publication of an InnoCentive Challenge Statement. InnoCentive does not warrant or guarantee the accuracy or completeness of any InnoCentive Challenge Statement, nor endorse any Seeker.
InnoCentive does not guarantee or warrant that your use of the Service will be uninterrupted or error free, or that the Service will meet your requirements, or that all or any Awards will be paid. In addition, no warranty is made as to the results that may be obtained from use of the Service, or as to the accuracy, reliability, or content of any product, service, or information provided through or in connection with the Service. YOU EXPRESSLY AGREE AND UNDERSTAND THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, OR UNINTERRUPTED ACCESS. SPECIFICALLY, INNOCENTIVE DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, INNOCENTIVE CHALLENGE STATEMENTS, OR THE SERVICE; AND, (2) ANY WARRANTIES OF TITLE, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE.
NEITHER INNOCENTIVE NOR ANY SEEKER NOR ANY OF THEIR DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, "INNOCENTIVE ASSOCIATES") SHALL BE LIABLE TO SOLVER OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL INNOCENTIVE'S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNT OF ANY AWARD PAID TO YOU PURSUANT TO THIS AGREEMENT. TERMINATION OF THIS AGREEMENT WITH INNOCENTIVE IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH INNOCENTIVE.
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.
10. Indemnification. You will indemnify InnoCentive, its agents and employees, the InnoCentive Associates, and the Seekers against and hold InnoCentive, its agents and employees, the InnoCentive Associates and the Seekers harmless from any and all claims, costs, damages, expenses and liabilities (including reasonable attorneys' fees and costs of litigation or defense incurred by InnoCentive or a Seeker), arising out of or relating to: (i) any violation or breach of any term of this Agreement by you or by anyone using your username and password, or (ii) any claim for payment of any part of an Award, or any other compensation or salary asserted by any of your employers, employees, agents, partners, associates or subcontractors. In the event that InnoCentive or the Seeker is in any way enjoined from using the Work Product or any portion thereof, you shall promptly, at your expense (including, but not limited to, the payment of any royalties occasioned by the following) either: (i) provide non-infringing means of using the Work Product; (ii) negotiate and procure the right to use the Work Product without restriction; or (iii) if neither (i) nor (ii) can be accomplished within a reasonable time period and at no cost to InnoCentive or the Seeker, refund any Award paid under the applicable InnoCentive Challenge.
11. Dispute Resolution. Any dispute or disagreement arising between Solver and InnoCentive in connection with this Agreement, at the request of either party, may be settled under the Commercial Arbitration Rules of the American Arbitration Association, in effect on the date that such request is made, by three (3) arbitrators appointed in accordance with such Rules, one (1) of which shall be experienced in the software and Internet industry. The arbitration proceedings shall be conducted in Boston, Massachusetts, U.S.A. The arbitration resolution shall be final and binding upon the parties and judgment may be entered thereon, upon the application of either party, by any court having jurisdiction. Each party shall bear the cost of preparing and presenting its case; and the cost of arbitration, including the fees and expenses of the arbitrators, will be shared equally by the parties unless the resolution provides otherwise.
12. General Provisions. You and InnoCentive acknowledge and agree that any Seeker shall be a third- party beneficiary of this Agreement, and each shall have the right to assert and enforce the provisions of this Agreement directly on its own behalf.
Nothing in this Agreement shall be construed to establish a joint venture, agency, employment, or other business relationship between you and InnoCentive. This Agreement and the relationship between you and InnoCentive shall be governed by the substantive laws of the United States of America and the State of New York, without regard to any conflict of law provisions of any jurisdiction.
The failure of InnoCentive or a Seeker to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect. Any ambiguities in this Agreement shall not be strictly construed against the drafter of the language concerned, but instead shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intent of the parties at the time of contracting. The provisions of Sections 9 and 10 of this Agreement are for the benefit of InnoCentive Associates, and each shall have the right to assert and enforce the provisions directly on their own behalf. The provisions of Sections 6, 7, 8, 9, 10, 11, and 12 shall survive termination of this Agreement.
InnoCentive shall have the right to assign this Agreement and to sublicense any and all of its rights under this Agreement. InnoCentive may at any time modify the Terms of Use, the Copyright Notice or the Privacy Statement. Any such modification shall be effective ten (10) days after it is initially posted on the Service.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provisions of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity.
This Agreement, as it may be amended from time to time, in conjunction with the InnoCentive Policies and any writing that InnoCentive may request prior to payment of an Award, is the total agreement with respect to the subject matter hereof and supersedes all other agreements and understandings between the Parties with respect to same. You may contact InnoCentive by electronic mail at the address specified in the "Contact InnoCentive " section of the Website, or by conventional mail at:
InnoCentive, Inc.
35 New England Business Center
Andover, MA 01810-1071
Attn: Chief Executive Officer
The governing and official language of this Agreement, the Service, and the InnoCentive Policies is English. " Les parties confirment leur volonté expresse que le présent Contrat et tous les contrats, documents et avis qui s'y rapportent soient rédigés en langue anglaise. (translation: The parties confirm their express wish that this Agreement and all related agreements, documents and notices be drawn up in the English language)." All translations of this Agreement, the Service or the InnoCentive Policies are provided as an accommodation only.
BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, AS WELL AS THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THE INNOCENTIVE TERM OF USE, PRIVACY POLICY AND COPYRIGHT NOTICES POSTED IN VARIOUS LOCATIONS ON THE INNOCENTIVE.COM WEBSITE, JUST AS IF YOU HAD SIGNED A PAPER COPY OF THIS AGREEMENT. If you do not accept this Agreement or the InnoCentive Policies, please select "DECLINE", and you will be returned to the public area of this Service.