1. The Site. This Site provides a service ("Service(s)") whereby entities ("Solution Seekers") may post such problems ("Challenge(s)") and may offer a compensation (an "Award") for solutions submitted by people ("Innovator(s)") for a specific Challenge via the website ("Proposed Solution(s)"). You agree that CrowdInno is a neutral forum for Challenges and Proposed Solutions.
2. Eligibility. The Site is not available for use by minors (those under 18 years of age or as otherwise set forth under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If you reside in a country where it is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the Federal Republic of Germany or its citizens, you may not use this Site or its Services.
4. Placing a challenge. The Solution Seeker shall select winners after the deadline of the Challenge (unless the amount of innovators is less than the amount of prizes available in a Challenge, in which case all Innovators shall be selected). Solution Seeker shall select those winners whose Proposed Solutions are determined as the best solutions to the Challenge.
5. Acceptance of Proposed Solution and License to Use. CrowdInno will notify Innovator within a commercially reasonable period of time after the end of the time period set forth in the Challenge brief whether Solution Seeker has selected their Proposed Solution for an Award. The Solution Seeker will judge all Proposed Solutions against the guidelines set forth in the Challenge brief and determine, in its sole discretion, which Proposed Solution best addresses the Challenge brief guidelines. Proposed Solutions must NOT contain or include ideas, concepts, solutions or technology in which a third party owns or controls the intellectual property. Proposed Solutions and descriptions thereof may not include trademarks or trade names of corporations or entities without the permission of their owners. By entering a Proposed Solution, you represent and warrant that:
- your entire Proposed Solution is an original work by you and you have not included third-party content (such as writing, text, graphics, artwork, logos, photographs, dialogue from plays, likeness of any third party, musical recordings, clips of videos, television programs or motion pictures) in or in connection with your Proposed Solution, unless (a) requested by the Solution Seeker and/or disclosed by you in your Proposed Solution, and (b) you have either obtained the rights to use such third-party content or the content of the Proposed Solution is considered in the public domain without any limitations on use;
- no person or entity other than you has any right, title or interest in any part of your Proposed Solution;
- unless otherwise disclosed in the Proposed Solution, the use thereof by Solution Seeker, or the exercise by Solution Seeker of any of the rights granted by you under this Agreement, does not and will not infringe or violate any rights of any third party or entity, including, without limitation patent, copyright, trademark, trade secret, defamation, privacy, publicity, false light, misappropriation, intentional or negligent infliction of emotional distress, confidentiality, or any contractual or other rights; or
- you have obtained all the rights, licenses, permissions and consents necessary to submit the Proposed Solution and to grant all of the rights that you have to Solution Seeker, including the right for Solution Seeker to commercially use and/or develop derivative works of and from the Proposed Solution.
6. You understand, recognize and accept that Solution Seeker has access to and may create or has created materials and ideas which may be similar or identical to the Proposed Solution in concept, theme, idea, format or other respects. You acknowledge and agree that Solution Seeker shall have the right to use such same or similar materials, and that you will not be entitled to any compensation arising from Solution Seeker's use of such materials. In the event that your Proposed Solution is identical or similar to that of another Innovator, Solution Seeker reserves the right, at the sole discretion of the Solution Seeker, to either score one Proposed Solution higher than the other subject to the Challenge brief guidelines or to randomly choose a Proposed Solution from all of those submitted which respond to the Challenge brief guidelines.
7.1 Intellectual property and right of use / License by entering the Competition. By entering the Competition, participants irrevocably and unconditionally assign, to the extent legally possible, to Solution Seeker any and all intellectual property rights, i.e. all right, title and interest of whatsoever nature they may have in the material uploaded and thereby made known to Solution Seeker in the course of the Challenge (hereinafter referred to as "Materials"), including, but not limited to, rights relating to patentable inventions. This assignment shall be free of all liens, encumbrances and rights exercisable by third parties and, without prejudice to the foregoing, with full title guarantee. Solution Seeker accepts this assignment.
Where such assignment is not possible for legal or any other reasons, participants, by entering the Competition, grant to Solution Seeker - free of all liens, encumbrances and rights exercisable by third parties - an exclusive, irrevocable, world-wide, royalty-free, perpetual, sublicenseable, transferable and fully paid-up right to use the Materials in their original or in any modified form and in any known and - as of the confirmation of these Terms and Conditions by the participant - unknown way. This scope of license includes all fields of use, for example without limiting the generality of the foregoing, the right of either Solution Seeker or a third party to copy, make available, publish, distribute in any medium in physical or non-physical form, exploit, translate, transform and/or modify the Materials, as well as the right of online-use of the Materials in all communication networks (Internet etc.). Solution Seeker shall have the right of the world-wide commercial exploitation, marketing, distribution and sale of any and all kinds of products based on such Materials.
The license shall also permit Solution Seeker and its ideaees to use portions of the Materials submitted by the participant, to modify or reidea any Materials submitted, to have it modified or reideaed, and/or incorporate other materials, either created by Solution Seeker, its ideaees or participants of Challenges or licensed from third parties, with the submitted Materials. Any such works shall be deemed Materials owned by Solution Seeker and shall not be subject to the participant's approval or payment by Solution Seeker of any compensation to the participant.
Solution Seeker as exclusive holder of the license shall have the sole authority to claim infringement of any intellectual property of the Materials by third parties. The right of the participant to claim such infringement is excluded.
By making a submission, the participant acknowledges and agrees that Solution Seeker and its ideaees may create on their own or obtain many submissions that may be similar or identical to the Materials the participant submits through the Contest or other channels and means. The participant hereby waives any and all claims he or she may have had, may have, and/or may have in the future, that submissions accepted, reviewed and/or used by Solution Seeker and its ideaees may be similar to his or her Materials. The participant expressly waives his/her right to authorship credit with respect to copyrightable Materials.
Solution Seeker shall, at its sole discretion, be entitled to use inventions or protectable ideas, which are contained in any submitted Materials for any technical use and to file for patents and other statutory protection in any country in its own name as it sees fit, and to maintain or abandon those rights at any time. The intellectual property rights arising on the basis of any such registration shall belong to Solution Seeker. If any intellectual property rights require registration or a similar process in any country, the participants who submitted the Materials shall support Solution Seeker in such process by providing the necessary declarations, documents or other materials available to them. If such support is required from a participant, Solution Seeker shall cover the reasonable costs for such support.
7.2 Re-assignment / Waiver of License for non-winning entries. With the exception of the winning Materials, Solution Seeker - upon the end of the Competition - automatically re- assigns any intellectual property rights assigned under Section 7.1 to the former rights holder in such Material or, in case of license grant to Solution Seeker under Section 7.1, Solution Seeker will waive any such license rights.
Solution Seeker will internally evaluate the non-winning Materials regarding feasibility of implementation as well. For this reason the participant shall - for a period of six (6) months following the end of the Competition - not assign to any third party any intellectual property rights, i.e. any right, title or interest of whatsoever nature they may have in the Materials and shall not grant any rights to use the Materials to any third party. During this period the participant commits to enter into assignment and/or license discussions with Solution Seeker in order to enable assignment and or license grant to Solution Seeker on friendly, reasonable and non-discriminatory (FRAND) terms.
7.3 Specific rules for winning entries. For the sake of clarity it is expressly stated that Section 7.2 does not apply to winning entries. The Winners have no right to claim implementation of the Materials contained in their entries. After a period of twenty-four (24) months starting with the end of the Competition and Solution Seeker's decision not to implement the Material, Solution Seeker will re-assign any intellectual property rights or - subject to Solution Seeker 's discretion - parts thereof to the original author of such entry or, in case of earlier license grant to Solution Seeker, Solution Seeker will waive any such license right.
8. Receipt of Your Proposed Solution may not be acknowledged by CrowdInno and will not be received or held "in confidence." Your Proposed Solution does not create a confidential relationship or obligation of secrecy between you and any party involved in any Challenge.
9. Payment of Awards. The conditions for qualifying for a particular Award shall be as set forth in that particular Challenge brief 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 Solution Seeker. Innovators can expect to receive notice regarding the winning Proposed Solutions within a reasonable amount of time after the deadline of the particular Challenge.
10. Anonymity. Innovator agrees that no personal identifiable information, or information that otherwise identifies the Innovator, shall be included in the Proposed Solution. The Innovator will ensure that the Proposed Solution is fully anonymous to ensure objective judgment. CrowdInno reserves without limitations and at its sole discretion the right to exclude Innovator from participation with CrowdInno.
11. Proposed Solutions. A Proposed Solution shall, unless otherwise stated in the Challenge brief, be submitted in written form; the English language. CrowdInno will make reasonable efforts to transmit Proposed Solutions to Solution Seekers; however, nothing herein shall be construed as requiring CrowdInno to transmit any Proposed Solution to a Solution Seeker. CrowdInno retains the right to filter or review Proposed Solutions. In addition, by submitting your Proposed Solution you thereby agree to provide reasonable assistance and additional information concerning your Proposed Solution to CrowdInno or the Solution Seeker, if requested. CrowdInno does not warrant and assumes no liability or responsibility for the feasibility, legality, profitability, usefulness, or otherwise with regard to any Proposed Solution.
12.1 Suspension of the Services. Without limiting CrowdInno's other rights arising under this Agreement, CrowdInno may suspend your User Account and your use of the Site or Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including, but not limited to, if:
- CrowdInno considers that you have breached any of your obligations to CrowdInno under this Agreement
- CrowdInno, in its sole discretion, determines that:
- you are using your User Account in bad faith;
- you have colluded in relation to the awarding of a winner in a Challenge or awarding a separate User Account held by you as the successful Innovator in a Challenge; or
- you and an Innovator in a Challenge are not dealing on an arms length basis.
- you are using the Services to participate in a Challenge (either as Solution Seeker or Innovator), which in CrowdInno's sole and absolute opinion is offensive, immoral, unethical or is likely to bring CrowdInno into disrepute;
- you are using your User Account or the Services for illegal or fraudulent means or in a manner which CrowdInno in its sole discretion considers offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable; or
- in CrowdInno's sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on CrowdInno's servers or CrowdInno's other services.
12.2 You agree that:
- CrowdInno may suspend the Services where permitted under 12.1 at any time including without limitation, during or after a Challenge;
- CrowdInno's suspension of the Services may, in CrowdInno's sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time;
- CrowdInno may in its sole discretion reactivate the Services and your User Account for you at any time following suspension; and
- CrowdInno's failure to suspend the Services at the time it discovers the basis for such suspension does not waive CrowdInno's right to later suspend such Services.
13. CrowdInno Ranking. Innovators are automatically adopted in the CrowdInno Ranking ("Ranking"). The Ranking shows the top and/or most active Innovators. Innovators may also be displayed randomly.
14. Challenge Resume. CrowdInno maintains a record of your performances in past challenges ("Challenge Resume"). This Challenge Resume is available to the Solution Seeker of a Challenge you participate in. Innovators, further, may automatically generate a publicly available Challenge Resume.
15. Ownership and Limited License Website. CrowdInno shall retain all ownership in the Site and all content generated by it that is displayed on the Site. CrowdInno 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, or (iii) violate any of the terms of this Agreement. You agree that CrowdInno shall not be liable to you for any modification or discontinuance of the Site and CrowdInno may discontinue the Site and the Service at any time without any notice to you.
16. Compliance with Rules. You agree not to use any device, software or routine to interfere with the proper working of the Site or that 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 CrowdInno infrastructure. You agree not to take any actions which may undermine the integrity of CrowdInno system or 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 CrowdInno expressly disclaims any liability or responsibility thereto.
17. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." CROWDINNO MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE SERVICES.
18. Limitation of Liability and Disclaimer. CrowdInno has no control over, and is not responsible for the acts or omissions of Solution Seekers, or the quality or legality of the Proposed Solutions. CrowdInno does not warrant or guarantee the accuracy or completeness of any Challenge brief, nor endorse any Solution Seeker.
CROWDINNO 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 CROWDINNO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES REGARDLESS OF THE CAUSE. You agree that you will be responsible for, and at CrowdInno's request defend CrowdInno from, third party claims arising out of information you provide to CrowdInno 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.
19. Other Contracts, Confidentiality, and Indemnification. You agree that you will not disclose to CrowdInno or its affiliates or to any Solution 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 disclose. You agree that you will not discuss any confidential information of your own, other parties, or the Solution Seeker related to any Challenge. 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, you agree to defend, indemnify and hold harmless CrowdInno and Solution Seeker, its and their respective members, 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.
20. Third-Party Web Site Links. The Site may contain links to Web sites operated by parties other than CrowdInno. Such links are provided for reference only and CrowdInno does not control such Web sites and is not responsible for their content. CrowdInno's inclusion of links to such Web sites neither implies any endorsement of the material on such Web sites nor any association with their owners.
21. 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 CrowdInno. This agreement shall have no third party beneficiaries.
22. Miscellaneous. Any tax or other charges levied on the prizes shall be the sole responsibility of the relevant Winner. Any prize granted in the course of Challenges shall be subject to any restrictions that may be imposed on the provision of such prize by the local law of the Winner's country of residence. The execution of Challenges and the interpretation and enforcement of these Terms and Conditions shall be exclusively governed by and construed in accordance with the laws of the Federal Republic of Germany. Any conflict regarding the Contest or the Terms and Condition shall be subject to the exclusive jurisdiction of the Courts of the Federal Republic of Germany.
2. Information about our Innovators and Clients is an important part of our business. Such information may be collected, collated, processed or disclosed for the purposes set out hereunder. Where we intend to use your information for any alternative purpose, we will first obtain your written consent to do so.
3. We may compile profiles, reports and scientific studies based on your personal information for statistical and research purposes or to extend our service offering and may freely trade with such profiles and statistical data with other organizations, specifically within the communities created by our Web sites; provided, however, that such profiles and statistical data are not capable of identifying you as an individual, and that they will not contain any sensitive or confidential information about you. Any information shared by us in this regard will be made available to you on request, so that you may monitor our use of information gathered.
4. You hereby consent to us disclosing your information to third parties for the purposes set forth below. However we will never disclose sensitive or confidential information about you to any third party, unless required to do so by operation of law or with your prior written consent, if it pertains to any transaction or activity between you and the third party facilitated by CrowdInno.
5. Your information may be disclosed for the following purposes:
5.1 Agents: We employ other companies and individuals to perform functions on our behalf. Examples include analyzing data, providing marketing or technical assistance, processing credit card payments, and providing customer service. They have access to personal information needed to perform their functions, but may not use it for any other purpose.
5.2 Business transfers: In the event of the purchase or restructuring of the whole or part of our business, certain intellectual property, including our customer's information, may be transferred to another party in the normal course of business.
5.3 Where you consent: Other than as set out above, you will receive notice when information about you will be used for some other purposes and/or where it might be disclosed to third parties, and you will have an opportunity to choose not to share the information by notifying us accordingly. Only where you explicitly consent will the Solution Seeker of the specific Challenge where you choose to participate have access to your contact information.
6. CrowdInno gathers the following information via its web sites:
6.1 Information provided by you: We receive and store any information you enter on our web site or provided by you in any other way. You may choose not to provide certain information, but then you might not be able to take advantage of the many features on our web site. We use the information that you provide to continually improve our service offering to you by analysing the information and corresponding trends and the like that may be found. The quality of any analysis or activity based on information is of course dependent on the integrity of the information supplied. CrowdInno reserves the right to verify any information provided by you.
6.2 Information automatically gathered: We receive and store certain types of information whenever you interact with the web site. For example, like many web sites, we use "cookies," and we obtain certain types of information when your web browser accesses our web site. The "cookies" often transfer security related information, so this facility must be activated on your browser whilst accessing our web site or they may malfunction. CrowdInno may also use Local Shared Objects (Flash cookies).
6.3 Information from other sources: To improve our service offering, we might receive information about you from other sources and add it to our information. The more information we have, the more we can tailor our service offering to meet market expectations.
6.4 Consent to Publication: You accept that all submitted entries will be published in the World Wide Web and, that your name might be published if selected as a winner.
6.5 Data Protection: The collection and storage of personal information for the purposes of Challenges will be conducted in accordance with all applicable data protection laws of the Federal Republic of Germany and the EU-Directive for Data Protection. Specifically, the data collected in the process of this Challenges may be used to contact you inform you whether you have won a prize. CrowdInno guarantees that all customer data will be handled as confidential and will demand the same in writing from any contractors and/or cooperation partners. It is possible to contact CrowdInno at any time to revoke the consent to use or processing of personal data and to request the deletion of all personal data. CrowdInno is committed to ensuring that your information is secure. While no measures are fool proof, in order to prevent unauthorized access or disclosure CrowdInno has put in place physical, electronic and managerial procedures to safeguard and secure the information we collect on-line.