Terms of use

1          Terms of use

1.1          Introduction

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF WEB WEBSITE USE (THE “TERMS AND CONDITIONS”) CAREFULLY BEFORE ACCESSING OR USING THE WWW.INNOREALIZE.COM WEBSITE AS THEY REPRESENT A BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) and eOpenFunding Servicios de Gestión de la Innovación SL. AND GOVERN YOUR USE OF WWW.INNOREALIZE.COM TOGETHER WITH ALL OF THE INFORMATION AND MATERIALS AVAILABLE ON SUCH WEB WEBSITE (COLLECTIVELY THE “INNOREALIZE WEBSITE”). BY ACCESSING, BROWSING OR USING THE INNOREALIZE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS AS OUTLINED IN THIS AGREEMENT

This Website, www.innorealize.com is owned and operated by eOpenFunding Servicios de Gestión de la Innnovación, SL with VAT number CIF: B-13538822 and postal address in General Aguilera street, 8 2B. Manzanares (Ciudad Real). ZIP CODE: 13200.

These Terms and Conditions may be modified from time to time in eOpenFunding Servicios de Gestión de la Innnovación SL's sole discretion and you may not be notified. It is your responsibility to review these Terms and Conditions from time to time. You will be deemed to have accepted the Agreement as amended if you continue to use any of the Services after any amendments are posted on the Website. We reserve the right to include additional terms and conditions for additional services or programs such as contests, quizzes, promotions, sweep stakes and terms specific to our clients for the services used by them. You shall be bound by the same on your participation in such services or programs.

1.2          Age Restrictions

Registration and participation on the Site is restricted to those individuals (on behalf themselves or on behalf companies which they legally represent) over 18 years of age, emancipated minors, or those who possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein. By registering or participating in services or functions on the Sites, you hereby represent that you are over 18 years of age, an emancipated minor or in possession of consent by a legal parent or guardian and have the authority to enter into the terms herein. If you are under 18 years of age, do not use the Site. In addition, those who wish to register and participate must meet the minimum requirements laid out in the Terms of Use (this document). In addition, certain services may have additional eligibility requirements, as specified on the our website. If you do not qualify or do not agree to these terms, you may not use the Site.

1.3          The site

This Site provides services ("Service(s)") whereby entities or individuals with business, technical, engineering, scientific, logistical, manufacturing, or mathematical offers, requests, problems or that they are seeking partners for applying grant call of proposals may post such offers, requests, problems (called challenges) and partners requests  and may, in some cases (challenges), offer a payment amount (each, an "Award") for, responses or solutions submitted by individuals or entities for a specific Service via the website which the user who posted the offers, requests, problems (called challenges) and partners requests deems acceptable. Users may be individuals, commercial enterprises, not-for-profit organizations, local, state, or other entities. Each service type has differing levels of difficulty, and information required from other users. By using this Site, you acknowledge that eOpenFunding Servicios de Gestión de la Innnovación SL does not control in any manner the nature, quality, legality or timing of each service. You agree that eOpenFunding Servicios de Gestión de la Innnovación SL is a neutral forum for fostering interactions between users.

1.4          DISCLAIMER

Site may include forums containing the personal opinions and other expressions of the persons who post entries on a wide range of topics. Neither the User Content (as defined below) on these Sites, nor any links to other websites, are screened, moderated, approved, reviewed or endorsed by eOpenFunding Servicios de Gestión de la Innnovación SL or its partners. By posting to or viewing such forums, you agree that eOpenFunding Servicios de Gestión de la Innnovación SL and any of its participating institutions are not responsible or liable for the content of any postings therein. eOpenFunding Servicios de Gestión de la Innnovación SL reserves the right (but not the obligation) to remove any content from such forums in its discretion.

1.5          Authorized Users:

You represent that you have read and understood, and that you agree to be bound by this Agreement. The Website services are available to

·        Individuals aged 18 years or older. By using the Website you represent that you are at least 18 years old.

·        Organizations who can form legally binding contracts

·        You are an authorized representative of an organization and any of your activities will bind the organization.

1.6          Registration

To use the Website services, you may have to Sign up and provide your name, email address and other details. Please see our Privacy Policy on how your personal information would be used.

·        You agree that you will not try to pose as what you are not, and will not try to use the identity of any other individual while transacting at www.innorealize.com.

·        You may not disclose or share your password to any third parties or use your password for any unauthorized purposes.

·        You agree to notify eOpenfunding Servicios de Gestión de la Innnovación, SL at juansebasruiz@innorealize.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).

·        You should not register with multiple email ids.

·        Any existing user or new user registration with the enterprise specified domain ids will be automatically be considered as user for an valid Enterprise Subscription when applicable.

1.7          Users Registration

To be access services provided in innorealize.com (as further described below) and access information to your Scientist or Company Area, you must accept the Term of Use and agree to the additional terms and conditions that may be set forth in every service. You may cancel your registration at any time by contacting through your Solver Area. 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 User. You may not disclose or share your password to any third parties or use your password for any unauthorized purposes. You agree to notify eOpenFunding Servicios de Gestión de la Innnovación SL of any unauthorized use of your account or breach of security, including loss, theft, or unauthorized disclosure of your account.

1.8          RULES FOR ONLINE CONDUCT

You agree to use the Sites in accordance with all applicable laws. Further, you agree that you will not use the Site for organized partisan political activities. You further agree that you will not e-mail or post any of the following content (“Prohibited Content”) anywhere on the Site, or on any other eOpenFunding Servicios de Gestión de la Innnovación SL computing resources:

·        Content that defames, harasses or threatens others

·        Content that discusses illegal activities with the intent to commit such activities, or encourages others to commit such activities

·        Content that infringes or misappropriates another's intellectual property rights, including, but not limited to, copyrights, trademarks or trade secrets

·        Content that you do not have the right to disclose under contractual confidentiality obligations or fiduciary duties

·        Material that contains obscene (i.e., pornographic) language or images

·        Advertising, promotional materials, or any form of commercial solicitation

·        Content that otherwise harms other users or visitors to the Sites

·        Content that is otherwise unlawful or that violates any applicable local, state, national or international law.

·        Content that probes, scans, or tests the vulnerability of any system or network

·        Content that breaches or otherwise circumvents any security measures

·        Content that interferes with or disrupts any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any other user or part of the Sites

·        Content that plants malware or otherwise uses the Sites to distribute malware

Although eOpenFunding Servicios de Gestión de la Innnovación SL does not routinely screen or monitor content posted by users to the Site, eOpenFunding Servicios de Gestión de la Innnovación SL reserves the right to remove Prohibited Content of which it becomes aware, but is under no obligation to do so.

Copyrighted material, including without limitation software, graphics, text, photographs, sound, video and musical recordings, may not be placed on the Site without the express permission of the owner of the copyright in the material, or other legal entitlement to use the material.

In addition, as a condition of accessing the Sites, you agree not to (a) reproduce, duplicate, copy, sell, resell or exploit any portion of the Sites other than as expressly allowed under these Terms of Use; (b) use eOpenFunding Servicios de Gestión de la Innnovación SL’s or any Participating Institution's name, trademarks, server or other materials in connection with, or to transmit, any unsolicited communications or emails; (c) use any high-volume, automated or electronic means to access the Sites (including without limitation, robots, spiders, scripts or web-scraping tools); (d) frame the Sites, place pop-up windows over its pages or otherwise affect the display of its page; or (e) interfere with or disrupt the Sites or servers or networks connected to the Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites.

Finally, you agree that you will not access or attempt to access any other user's account, or misrepresent or attempt to misrepresent your identity while using the Sites.

1.9          General Definitions

·        User(s) or Participant Institution(s) may be individuals or entities interested in using the services provided in innorealize.com

·        Scientist: Individual with accumulated, knowledge, experience or education on academic, and/or scientific, and/ or technical areas that is willing to share this knowledge with other users

·        Companies: Legal organizations that are willing to cooperate with scientist.

1.10       Services Definitions

·        Offers: Service that allows user to post ads to invite other users to submit expression of interest about technical, commercial or R&D collaborations to the ads announced in the website.

·        Requests: Service that allows user to post ads to invite other users to propose technical, commercial or R&D collaborations.

·        Challenges: As defined below.

·        Grants: Service that allows user to post ads to invite other users to join a grant proposal

·        Upgrade subscription: Upgrade subscription will allow these sort of users to receive access to certain sections, features and functions of the Website that are not available to non-upgraded-members.

1.11       Upgrade subscription

As an innorealize.com Website Upgrade Member you will receive access to certain sections, features and functions of the Website that are not available to non-upgraded-members.

The features available on the upgrade subscription are the following:

·        Functionalities to contact directly with the members of our scientific community

·        You may opt to make your offers, requests, challenges and grants anonymous.

·        You may take advantage of the active promotion in social networks of your offers, requests, challenges and grants

·        Access to a complete profile of our members, including information about publications and patents

We will begin billing after you have completed the upgrade subscription process, and thereafter on prescribed intervals (six months), unless otherwise previously and explicitly indicated by eOpenFunding Servicios de Gestión de la Innnovación SL. We will continue to bill you by your chosen payment method until you complete the cancellation process. You must cancel your account (through the "message" section of the Website or by sending an email to juansebasruiz@innorealize.com).

1.12       PRIVACY POLICY

You understand that any personal information you submit to eOpenFunding Servicios de Gestión de la Innnovación SL on the Sites will be treated by eOpenFunding Servicios de Gestión de la Innnovación SL in the manner described in the Privacy Policy.

 

1.13       LINKS TO OTHER SITES

The Sites may include hyperlinks to sites maintained or controlled by others. Neither eOpenFunding Servicios de Gestión de la Innnovación SL nor the Participating Institutions are responsible for nor do they routinely screen, approve, review or endorse the contents of or use of any of the products or services that may be offered at these sites.

 

1.14       FEES AND TAXES

In selected Services, you may have the option to enroll for additional services for a fee (e.g upgrade subscription that implies additional services). Unless otherwise stated, all fees are quoted in EUR. Euros. You are responsible for paying all fees and applicable taxes associated in a timely manner with a payment accepted by the Site. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. eOpenFunding Servicios de Gestión de la Innnovación SL reserves the right to change the fees at any time in its sole discretion. Any change, update, or modification will be effective immediately upon posting on our Site.

1.15       REFUND POLICY

If you elect to cancel your upgrade subscription, eOpenFunding Servicios de Gestión de la Innnovación SL will offer you a complete refund up until two weeks after the date when the registration process for upgrading subscription is completed. To request a refund, please contact us through juansebasruiz@innorealize.com

1.16       Suspension.

We may suspend your use of the Services if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement  within a reasonable time; or (3) you violate this agreement. We will attempt to suspend access to the minimum necessary part of the Services while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. If you do not fully address the reasons for the suspension within 30 days after we suspend, we may terminate this agreement and delete your Data without any retention period.

1.17       DISCLAIMER OF WARRANTY / LIMITATION OF LIABILITIES

THE SITES AND ANY INFORMATION, PRODUCTS OR SERVICES THEREIN ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EOpenFunding Servicios de Gestión de la Innnovación SL AND ITS PARTICIPATING INSTITUTIONS, THEIR INSTRUCTORS AND THEIR STAFF (THE “EOpenFunding Servicios de Gestión de la Innnovación SL PARTIES”) DO NOT WARRANT, AND HEREBY DISCLAIM ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY SERVICE, SITE, INFORMATION OBTAINED FROM A SITE, OR LINK TO A SITE. THE EOpenFunding Servicios de Gestión de la Innnovación SL PARTIES DO NOT WARRANT THAT SITES WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT SITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, THE EOpenFunding Servicios de Gestión de la Innnovación SL PARTIES DO NOT WARRANT THAT (A) THE ONLINE SERVICES OR SITES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES, (B) THE ONLINE SERVICES OR SITES WILL NOT EXPERIENCE OUTAGES OR OTHERWISE BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE INFORMATION OR SERVICES OBTAINED THROUGH OR FROM THE ONLINE SERVICES OR SITES WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, COMPLETELY SECURE OR RELIABLE, OR (D) THAT DEFECTS IN OR ON THE ONLINE SERVICES OR SITES WILL BE CORRECTED. NONE OF THE EOpenFunding Servicios de Gestión de la Innnovación SL PARTIES MAKE ANY REPRESENTATION REGARDING YOUR ABILITY TO TRANSMIT AND RECEIVE INFORMATION FROM OR THROUGH THE SITES, AND YOU AGREE AND ACKNOWLEDGE THAT YOUR ABILITY TO ACCESS THE ONLINE SERVICES AND SITES MAY BE IMPAIRED. THE EOpenFunding Servicios de Gestión de la Innnovación SL PARTIES DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR THE ACCESS OR USE OF THE ONLINE SERVICES OR SITES OR ANY INFORMATION OR SERVICES RELATED TO THEM.

YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE ONLINE SERVICES AND SITES OR SUCH INFORMATION OR SERVICES IS AT YOUR OWN RISK.

EXCEPT AS PROHIBITED BY LAW, YOU AGREE THAT THE EOpenFunding Servicios de Gestión de la Innnovación SL PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR (OR ANY THIRD PARTY'S) USE OR INABILITY TO USE AN ONLINE SERVICES, SITE, DATA LOSS, YOUR PLACEMENT OF CONTENT ON A SITE, YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH AN ONLINE SERVICES OR SITE, OR ANY OTHER POTENTIAL CLAIMS RELATED TO THE ONLINE SERVICES OR SITES.

EXCEPT AS PROHIBITED BY LAW, THE EOpenFunding Servicios de Gestión de la Innnovación SL PARTIES WILL NOT HAVE LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, ERRORS, LOSS OF DATA, OR INTERRUPTION IN AVAILABILITY OF DATA), ARISING OUT OF OR RELATING TO THESE TERMS OF USE, YOUR USE OR INABILITY TO USE ANY ONLINE SERVICES OR SITE, DATA LOSS, ANY PURCHASES ON THIS SITE, YOUR PLACEMENT OF CONTENT ON A SITE, OR YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH ANY ONLINE SERVICES OR SITE, WHETHER BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW, EXCEPT ONLY IN THE CASE OF DEATH OR PERSONAL INJURY WHERE AND ONLY TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. EOpenFunding Servicios de Gestión de la Innnovación SL'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE USER'S USE OF THE EOpenFunding Servicios de Gestión de la Innnovación SL SITES WILL NOT EXCEED TWENTY EUR. EUROS (20€) OR THE TOTAL AMOUNT OF FEES RECEIVED BY EOpenFunding Servicios de Gestión de la Innnovación SL FROM THE USER FOR THE USE OF THE EOpenFunding Servicios de Gestión de la Innnovación SL SITES DURING THE PAST 12 MONTHS OF USE, WHICHEVER IS GREATER.

 

YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS TERMS OF SERVICE REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE EOpenFunding Servicios de Gestión de la Innnovación SL PARTIES, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO EOpenFunding Servicios de Gestión de la Innnovación SL'S ABILITY TO MAKE THE EOpenFunding Servicios de Gestión de la Innnovación SL SITES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS.

YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE EOpenFunding Servicios de Gestión de la Innnovación SL SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

1.18       Applicable Law.

Your relationship is with EOpenFunding Servicios de Gestión de la Innnovación SL, a Spanish company, and you agree to be bound by the laws of the Madrid region and the laws of the Spain.

 

2          Challenges Terms of use

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF CHALLENGES SERVICE (THE “TERMS AND CONDITIONS”) CAREFULLY BEFORE ACCESSING OR USING THIS SERVICE AS THEY REPRESENT A BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) and eOpenFunding Servicios de Gestión de la Innovación SL. AND GOVERN YOUR USE OF WWW.INNOREALIZE.COM TOGETHER WITH ALL OF THE INFORMATION AND MATERIALS AVAILABLE ON SUCH WEB WEBSITE (COLLECTIVELY THE “INNOREALIZE WEBSITE”). BY ACCESSING, BROWSING OR USING THE INNOREALIZE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS AS OUTLINED IN THIS AGREEMENT. THE CHALLENGES TERMS AND CONDITIONS WILL FOLLOW THE GENERAL TERMS AND CONDITIONS OF THIS SITE OUTLINED ABOVE. IN CASE OF CONTROVERSY, GENERAL TERMS OF USE SHALL PREVAIL.

 

 

2.1          Definitions For Challenges:

·        Challenge refers to contests which are posted on the Website.

·        Challenge Data refers to data, information, details, images (other than images taken from the www.innorealize.com repository) files, designs, which is part of the information of a challenge, including the specific terms and conditions of a Challenge.

·        Solution Data refers to data, information, details, images (other than images taken from the www.innnorealize.com repository), files, designs, which is submitted as an answer to a Challenge. This includes data which is hosted at other sites but linked or referred to as part of the answer / solution.

·        User Profile Data refers to all information filled in by You, either while signing up at eOpenFunding Servicios de Gestión de la Innnovación SL or in the Profile section of the Website.

·        Challenger refers to an individual / authorised representative of an enterprise or organization, who is seeking solutions for the Challenge submitted on the Website. This term can be used interchangeably with sponsor, challenge submitter, challenge leader (who leads the challenge execution) and challenge review team (who reviews the solutions).

·        Solver refers to an individual, team or an organization submitting a completed answer / solution to the Challenge(s) posted on the Website.

·        Sponsor refers to any individual authorized to approve Challenge(s), evaluate, select the winning solution, allocate and pay the total reward (Monetary or non monetary) to the winning solution(s).

·        Confidential Information shall mean all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. Without limiting the generality of the foregoing, all order forms, business plans, marketing plans, customer information, employee details, technology and technical information, product plans and designs, and business processes of eOpenFunding Servicios de Gestión de la Innnovación SL shall be considered Confidential Information. The term of Confidentiality shall be until 7 years after you terminate this Agreement. Confidential Information shall be shared only to your employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with you containing protections no less stringent than those herein.

2.2          Users Registration

To be eligible to solve Challenges (as further described below) and access information to your Solver Area, you must register as a Solver accepts the Term of Use and agree to the additional terms and conditions set forth in the Challenge-Specific Solver Agreement that may be applicable to individual Challenges. You may cancel your registration at any time by contacting through your Solver Area. 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 eOpenFunding Servicios de Gestión de la Innnovación SL 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).

2.3          Companies Registration

To post Challenges (as further described below) and access information to your Company Area, you must register as a Company and agree with these terms of use. You may cancel your registration at any time by contacting through your Company Area. 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 company’s data, experience and ability to transact business. You may not use a login name of another Company. You may not disclose or share your password to any third parties or use your password for any unauthorized purposes. You agree to notify eOpenFunding Servicios de Gestión de la Innnovación SL 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)

2.4          Challenges

A Challenger can submit a Challenge on the Website only if he is a Registered User.

An active Challenge, after submission cannot be modified or stopped from proceeding further. (It is not stoppable in order to ensure that solvers' time spent in understanding the challenge is not wasted. It is not modifiable so that all solvers are provided with the same challenge brief and hence a fair chance to compete in providing the best solution.)

2.4.1          Type of challenges

Ideation challenge

An Ideation Challenge is a broad question formulated to obtain access to new ideas for producing a breakthrough idea or market survey which may include ideas for a new product line, a new commercial application for a current product, or even a viral marketing idea to recruit new customers.

In an Ideation Challenge, Solvers may:

·        Submit ideas of their own

·        Submit third party information that they have the right to use and further the authority to convey that right and the right to use and develop derivative works to Seekers

·        Submit information considered in the public domain without any limitations on use

Solvers should not reveal any confidential information in their submissions.

Pre-Competitive challenges

Two step process, where written proposal is required and multiple solutions will be short listed. The solvers with short listed solutions will be required to provide information of the Industrial Property status in order to negotiate a tech transfer/license agreement.

Solvers must relinquish all rights to the Intellectual Property (IP) for which they are awarded. Solvers that do not win retain the rights to their solution after the evaluation period is complete. The Challenger retains no rights to any IP not awarded.

 

2.4.2          Conditions

The Challenger shall abide by the following conditions. eOpenFunding Servicios de Gestión de la Innovación, SL shall at its discretion delete any data posted by you in non-adherence to these conditions:

·        You should ensure and certify that all Challenges posted on the Website are not subject to any restrictions, prohibitions by your resident country in anyway.

·        You are solely responsible and accountable for any legal action arising out of your actions including posting of the Challenge and that you shall keep us indemnified of the same including attorney fees and legal charges.

·        You will not identify yourself or your enterprise in the Challenge data, or provide any contact details (direct or indirect) which can allow Users of the Website including the Solvers to either recognize you or your enterprise or allow anybody else to contact you via any communication channel. Except in the case that you have accepted to start a innovation area.

·        You are solely responsible to ensure the confidentiality of your organization's data while formulating/submitting Challenge Data and you will be responsible for all the risks and liabilities pertaining to opening the Challenge outside the enterprise. We are in no way responsible for loss of any trade-secrets, competitive advantage, loss of business or any circumstantial losses in any way.

·        You agree that you will reward the inputs (as part of solutions provided to you) which are useful to you in an appropriate proportion of the benefits you derive. You agree that you will not use any inputs (provided to you as part of solution) in part or full if you have not paid for the corresponding solutions while using eOpenFunding Servicios de Gestión de la Innnovación SL's services.

·        You agree that you will not copy, exact or part of the active Challenges and use it to submit another Challenge

·        You agree that the extent of information you are disclosing as part of the Challenge Data is made available to all the Solvers.

·        You agree that the content uploaded as part of Challenge Data is owned by you and does not infringe any one's intellectual property in any way, including images (unless it is publicly available free to use image). You shall ensure to provide sufficient information in order to work on a solution.

·        You agree that the challenge is owned by the Sponsor (email id) mentioned in the Challenge Data. You agree that you have a permission to use the sponsor email id while putting the same in Sponsor data field.

·        You agree that the Sponsor is the ultimate authority on all aspects of the Challenge being submitted, solution evaluation, solution selection and rewarding the best solution.

·        You agree that you have understood the roles of Challenge Sponsor, Challenge Submitter, Challenge Team leader and solution reviewer(s) provided in Challenge Data.

·        You agree that you know the consequence of selecting Solver base with different options available (from predefined Solvers to anybody from the enterprise to anybody from the universe) and the consequence of selecting one of more of the options. You agree to invite the Solvers to solve your Challenge for which you are seeking solution as selected by you in the challenge submission area.

eOpenFunding Servicios de Gestión de la Innnovación SL reserves the right to change any of the initially communicated Challenge timelines due to reasons beyond the control of eOpenFunding Servicios de Gestión de la Innnovación SL (Challenger initiated changes or due to other unavoidable reasons). eOpenFunding Servicios de Gestión de la Innnovación SL reserves the right to communicate such change to the Solvers. eOpenFunding Servicios de Gestión de la Innnovación SL is not liable for any monetary or non-monetary loss to the solver(s) due to the changed challenge timelines.

eOpenFunding Servicios de Gestión de la Innnovación SL reserves the right to remove any violations that comes to its notice. eOpenFunding Servicios de Gestión de la Innnovación SL need NOT provide the reason for the Challenge Data removal, or why the Challenge Data is inappropriate. Additionally, eOpenFunding Servicios de Gestión de la Innnovación SL reserves the right to publish a Challenge based on its evaluation of appropriateness for a Challenge.

2.4.3          Ownership of Challenge Data:

The Challenger shall exclusively own all rights, title and interest in and to all of his/ their Challenge Data. eOpenFunding Servicios de Gestión de la Innnovación SL shall take reasonable efforts to protect the security, confidentiality and integrity of the Challenge Data. However, in the event of damage, destruction, human error or theft of the Challenge/Solution/User Profile data, which is not due to eOpenFunding Servicios de Gestión de la Innnovación SL 's negligence, then eOpenFunding Servicios de Gestión de la Innnovación SL will NOT be responsible.

eOpenFunding Servicios de Gestión de la Innnovación SL may share User Profile Data on request from Challenger or as compelled by law. If you do not want to share your user profile data, please write to us at eopenfunding@eopenfunding.com.

eOpenFunding Servicios de Gestión de la Innnovación SL will not:

·        Modify Your Challenge/Solution/User Profile Data.

·        Disclose Your Challenge/Solution Data except as compelled by law, by providing reasonable notice to you.

·        Challenge/Solution/User Profile data will be made accessible only after completion of successful user authentication and based on the user role.

eOpenFunding Servicios de Gestión de la Innnovación SL makes no warranties about the success rate of the Challenges posted.

Challenges posted on the Website are non-exclusive and could be posted on other websites / resources.

2.5          Solutions

The Solver(s) warrants and holds out that proposed solution :

·        Does not breach intellectual property rights of any third party,

·        Is not subject to any confidentiality restrictions,

·        Is not subject to any employment agreement restrictions

·        Will not claim any intellectual rights in the solution, other than moral rights.

·        Takes reasonable efforts to enable the Challenger in assigning the intellectual property rights in the name of the Challenger.

·        The Solver warrants and holds out that he is authorised to make the disclosure and has all the rights, licenses, permissions and consents necessary to submit the Solution. The Solver further agrees to comply with any additional terms and conditions applicable for a Challenge.

 

The solutions proposed by the Solver(s) should be independently verified by the Challenger team for breach of any IP, patent, copyrights or confidential information BEFORE REWARDING THE SOLUTION AS THE WINNING SOLUTION. eOpenFunding Gestión de Servicios de la Innnovación SL is a facilitator in bringing the Solver and Challenger using www.innorealize.com platform and is not responsible for any acts of the Solver(s) and the Challenger(s), including disputes regarding violation of intellectual property rights or confidentiality restrictions. The Parties shall indemnify eOpenFunding Gestión de Servicios de la Innnovación SL for any loss or damage caused to eOpenFunding Gestión de Servicios de la Innnovación SL due to such actions.

2.5.1          Proposed Solutions:

The Challenger will be provided 30 days time, from the end of the Challenge closure date, to select the Solution Data through a link in companies' logged in area.

eOpenFunding Gestión de Servicios de la Innnovación SL can disclose the information of the Solver(s) or Challenger(s) to the extent available with eOpenFunding Gestión de Servicios de la Innnovación SL, in case of legal proceedings.

All rights including ownership rights of the Proposed Solutions vests with the Solver till the time the results of the Challenge are announced, the Solution is Selected and the Solver has received his award. On paying the award, the ownership rights of the winning Solution Data, vests with the Challenger. The Challenger and the Solver agree that getting a solution from eOpenFunding Gestión de Servicios de la Innnovación SL does not entitle the Challenger to override solution rights already established elsewhere. Any Solution Data which are NOT rewarded cannot be used in full or partially by the Challenger team

After evaluation of the Proposed Solution and on paying the winning entry, any part or full Solutions Data downloaded during the evaluation stage shall be deleted from the Enterprise's storage devices (including but not limited to hard disks, pen drives, laptops, mobile phones, memory cards, flash drives or any form of online storage). eOpenFunding Gestión de Servicios de la Innnovación SL reserves the right to do an audit of the enterprise to verify any violation with respect to solution usage.

After the submission of the solution to the Challenger, no further inputs or communication can be sought from the Solver(s), unless written permission from eOpenFunding Gestión de Servicios de la Innnovación SL. In addittion, the Challenger can pose a new Challenge in order to take the solution further.

2.5.2          Challenge Evaluation:

eOpenFunding Gestión de Servicios de la Innnovación SL is a facilitator. The challenger shall be the ultimate authority in evaluating the solutions and judging a winning solution. Such decisions of the Challenger is final and binding and no negotiation/ question shall be entertained after the announcement of the decision.

2.5.3          Protection of the Solution:

The Challenger shall take all necessary steps in order to protect the intellectual property or other applicable rights in the Solution. eOpenFunding Gestión de Servicios de la Innnovación SL is in no way responsible for non action by the Seeker.

2.6          Submission of a Solution

The Solver shall as required for providing a complete and satisfactory solution, in addition to describing the theoretical solution can make use of audio visual tools to demonstrate the physical aspects of the Solution Data. However there is no provision to submit the physical prototype.

Solver retains the right to submit the earlier submitted solution for previous Challenges provided the solution has been evaluated and rejected earlier. Rewarded solutions become the ownership of the Challenger and cannot be proposed again to other Challengers.

The Solver fully recognizes, understands and accepts that the Challenger has internal teams working on similar concept and has access to, may create or could have created solutions and ideas which may be similar or identical to the Solution Data in concept, theme, idea or format. The Solver acknowledges and agrees that Challenger shall have the right to use such same or similar solutions, and that the Solver will not be entitled to any compensation arising from Challenger's use of such solutions.

If the Solution Data is similar to the Solution Data of another Solver, then the Challenger reserves the right to either select one Solver over another, based on the Challenge Evaluation criteria or to randomly select Solution Data that meets the challenge evaluation criteria. Any decision made by the Challenger in this context is non-negotiable and binding.

2.6.1          Harmful Substances

PLEASE NOTE THAT UNDERTAKING WORK RELATED TO CHALLENGE DATA POSTED ON eOpenFunding Servicios de Gestión de la Innovación SL MAY REQUIRE YOU TO UNDERTAKE ANY EXPERIMENTS OR TESTS THAT INVOLVE 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.

2.6.2          Injury

PLEASE NOTE THAT UNDERTAKING WORK RELATED TO CHALLENGE DATA POSTED ON ON eOpenFunding Servicios de Gestión de la Innovación SL MAY REQUIRE YOU TO UNDERTAKE ANY EXPERIMENTS OR TESTS THAT INVOLVE THE USAGE OF (INCLUDING BUT NOT LIMITED TO) ANY MECHANICAL, PHYSICAL OR INDUSTRIAL TOOLS THAT COULD BE HARMFUL TO YOU AND ANYONE ELSE - PHYSICALLY OR PYSCHOLOGICALLY AND YOU UNDERTAKE THE CREATION OF SUCH PROPOSED SOLUTIONS AT YOUR OWN RISK.

2.6.3          Ownership of the Solution Data:

The Solver agrees that the ownership of any intellectual property rights in the winning Solution Data shall belong to the Challenger with no further assignment action, following the specificactions described on the challenge agreement signed by the solvers. The Solver shall provide reasonable support in transfer of such ownership. The Solver agrees that the Challenger, its authorized representatives, its licensees, successors and assigns are fully authorized to alter, edit or use and develop derivative works or any parts thereof and from the winning Solution in whatever manner (including but not limited to advertising, promotion, publicity) or media throughout the world in perpetuity. Once the Solver submits the Solution, the same cannot be recalled or drawn back, and the Challenger has the right to select it as a best Solution and pay the agreed reward.

ALL INTELLECTUAL PROPERTY RIGHTS, IF ANY, IN THE SOLUTION DATA OR IDEA OR CONCEPT DEMONSTRATED BY THE SOLUTION WILL REMAIN WITH THE SOLVER. BY SUBMITTING A SOLUTION TO A CHALLENGE, THE SOLVER HERBY AGREES DEPENDING ON THE SOLUTION EITHER (i) IDEATION CHALLENGES: TO GRANT TO THE CHALLENGER A ROYALTY FREE, NON-EXCLUSIVE LICENSE IN RESPECT OF ALL SUCH INTELLECTUAL PROPERTY RIGHTS, IF ANY, FOR THE PURPOSES OF COMMERCIAL EXPLOITATION OF THE SOLUTION DATA OR IDEA OR CONCEPT DEMONSTRATED IF THE CHALLENGER SELECTS THE PROPOSED SOLUTION AS THE WINNING SOLUTION, WITHOUT ANY FURTHER ASSIGNMENT REQUIRIEMENTS. DESPITE GRANTING THE CHALLENGER A PERPETUAL, NON-EXCLUSIVE LICENSE FOR THE PROPOSED SOLUTION, THE SOLVER CAN RETAIN OWNERSHIP OF THE PROPOSED SOLUTION. OR (ii) PRE-COMPETITIVE CHALLENGES TRANSFER THE OWNERSHIP OF THE SOLUTION.

2.7          Awards Policy

2.7.1          Purpose

The award policy set forth here is intended to define the rules that apply to the prizes associated to the challenges published on the innorealize web site, included those posted through the innovation areas.

2.7.2          Scope

This policy applies to all solvers that have submitted a solution through www.innorealize.com which has been selected by the challenger

2.7.3          Prizes & Awards

The prizes & Awards are established by the challenger in order to receive, collect and select the one/s most suitable for its purposes.

The total amount of each prizes shall be decided by the challenger and shall not be modified once it is published on www.innorealize.com.

The prizes & Awards will be granted to the solver/s that comply with the following:

·        have submitted the solution/s chosen by the challenger.

·        have accepted the IP rules set forth the challenge

·        have completed all the information required by eOpenFunding Servicios Gestión de la Innnovación, SL

·        have agreed with the terms of use of the website and have signed the challenge agreement before submission.

2.7.4          Financial conditions

The total amount described in each challenge shall include the fees included in the service provide by eOpenFunding Servicios Gestión de la Innnovación, SL.

Furthermore, the solver should be aware and explicitly allows eOpenFunding Servicios Gestión de la Innnovación, SL  to retain all amounts in order to comply with the taxes regulation that apply in each country.

The solver/s are deemed to be aware that the Prizes & Awards must comply with the tax regulation in force both in Spain and the countries where they are considered residents for legal purposes.

The amount that shall be retained for those who are considered Spanish residents under the current legislation will be up to 21% of the amount set up by the challenger. For those not considered Spanish residents allows eOpenFunding Servicios Gestión de la Innnovación, SL will take into consideration the bilateral agreement between Spain and the country where the solver/s are resident for fiscal purposes.

eOpenFunding Servicios Gestión de la Innnovación, SL shall updated the tax to be applied according to the law in forcé in each country,

2.7.5          Example

A challenge released with a total award amount of 1.000 € received a suitable solution chosen by a solver resident in Spain for fiscal purposes. In this case, the funds to be transferred to the solver/s will be calculated as follows:

Award amount

Award amount once the applicable fee is set aside

Award amount once the taxes are set aside

Total funds to be transferred

1.000€

801€

(99€ + 10% success fee)

632€

(801-21% applicable tax)

632€

 

 

2.7.6          Payment

eOpenFunding Servicios Gestión de la Innnovación, SL will not be forced to pay any Award or Price until the amount of the award has been transferred to eOpenFunding Servicios Gestión de la Innnovación, SL by the Challenger.

All deadlines describe below will be taking into account the following working day that payment is received by eOpenFunding Servicios Gestión de la Innnovación, SL from the Challenger

Once all requirements set forth to be an eligible awarded solver are met, eOpenFunding Servicios Gestión de la Innnovación, SL shall transferred the net amount to the solver/s, according to the following rules:

·        eOpenfunding Servicios Gestión de la Innnovación, SL shall ensure that the solver/s comply with all the terms of use and the rules set forth in the challenge within the following 6 days since the solution has been chosen by the challenger.

·        In the case that the solver/s do not comply with the above, eOpenfunding Servicios Gestión de la Innnovación, SL may ask the solver/s to solve the issues that might have been arisen.

·        eOpenFunding Servicios Gestión de la Innnovación, SL shall send a detailed liquidation of the net amount that will be transferred to the solvers. This explanation will include the amounts set aside in order to comply with the tax regulations and the fees of the service.

·        The solver/s will be able to submit any allegation that they might have with the liquidation within ten (10) working days since the liquidation has been sent. eOpenFunding Servicios Gestión de la Innnovación, SL is deemed to answer the solver/s’ question within five (5) working days since the complaints that might have been arisen, are received.

·        Once the liquidation is agreed, eOpenfunding shall transfer the funds within twenty five (25) working days since the deadline set forth above is finished.

2.8          WEBSITE USE

eOpenFunding Servicios de Gestión de la Innovación SL's ownership: all content generated by eOpenFunding Servicios de Gestión de la Innovación SL that is displayed on the Site. eOpenFunding Servicios de Gestión de la Innovación SL grants the Registered Users a nonexclusive, revocable right to use the Website for the purposes mentioned above.

2.8.1          Inappropriate Content:

You will not submit, post, upload, transmit, display, communicate, or otherwise distribute any User Content that:

·        is libellous, defamatory, obscene, pornographic, abusive, or threatening, or that promotes hate, violence or unlawful discrimination;

·        advocates or encourages conduct that could constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation;

·        is intentionally designed to mislead, disparage or embarrass others, or that reveals private information about others without their consent;

·        violates any of the prohibitions set forth here-in or

·        advertises or otherwise solicits funds or is a solicitation for goods or services.

 

We reserve the right to terminate your ability to provide and/or receive of any such material using the Websites or their services, and, if applicable, to delete any such material from our servers. We intend to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

2.8.2          Use of software:

Use of the Website may require you to use software provided by or operated from the Website, and on occasion we may make certain software available to you from the Website. To the extent you use such software or download such software from the Website, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, "Software") will be deemed to be licensed to you by us, for your personal, noncommercial use only. We do not transfer either the title or the intellectual property rights to the Software, and we (or our licensors) retain full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form.

2.8.3          Limitations on the use of Website:

eOpenFunding Servicios de Gestión de la Innovación SL shall strive to provide you great user experience on the Website. We will use reasonable efforts to make our Website and the services with an uptime of 99%, however, we cannot assure you of accessibility or availability of the Website at all times. You further agree that any violation of these Terms of Use (including, but not limited to, the following restrictions and limitations) may result in the suspension or termination of your account and your ability to access all or any part of the Website. In addition, we may suspend your ability to use or access the Website at any time while we investigate complaints or alleged violations of these Terms of Use, or for any other reason within our sole discretion. You agree that eOpenFunding Servicios de Gestión de la Innovación SL shall not be liable to you for any modification or discontinuance of the Site and eOpenFunding Servicios de Gestión de la Innovación SL may discontinue the Site and the Service without any notice to you.

You shall not:

·        Copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code.

·        Modify or attempt to modify the Website in any manner or form except that you have the right to modify your self-generated content on the Site.

·        Copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes,

·        Access the Services in order to:

·        build a competitive product or service, or

·        copy any features, functions or graphics of the Services

·        Permit any third party to access the Services except as permitted herein or according to our prices and edition page.

2.9          Limitation of Liability and Disclaimer.

eOpenFunding Servicios de Gestión de la Innnovación SL has no control over, and is not responsible for the acts or omissions of Challengers, or the quality or legality of the Proposed Solutions sought thereby. eOpenFunding Servicios de Gestión de la Innnovación SL does not warrant or guarantee the accuracy or completeness of any Challenge Statement, nor endorse any eOpenFunding Servicios de Gestión de la Innnovación SL.

eOpenFunding Servicios de Gestión de la Innnovación SL 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 eOpenFunding Servicios de Gestión de la Innnovación SL 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 eOpenFunding Servicios de Gestión de la Innnovación SL’s request defend eOpenFunding Servicios de Gestión de la Innnovación SL from, third party claims arising out of information you provide to eOpenFunding Servicios de Gestión de la Innnovación SL 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.

2.10       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 eOpenFunding Servicios de Gestión de la Innovación SL. This agreement shall have no third party beneficiaries, other than certain Challengers in accordance with the terms of the applicable Solver Agreement or Challenge-Specific Agreement.

2.11       Privacy Policy

Privacy Policy can be reach in the following link: http://innorealize.era7.com/en/privacy_policy.cfm

2.12       Disclaimer

 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

2.13       Acceptance

The use of the www.innorealize.com website implies that the solver/s and Challenger(s) agree with the terms and conditions set forth in this Terms of Use.