General Terms and Conditions of Innoventually's platform
Welcome to Innoventually’s web site at www.innoventually.com (“Site” or the "Platform"), the One-stop Source For Innovation©!
The Site is proprietary of and operated by Innoventually S.r.l.s. (“Innoventually” or the “Company”). The Site enables sponsor companies (“Sponsor(s)”) to access a global network of innovative thinkers (“Solver(s)”) to assist Sponsor in finding innovative solutions, solving problems, developing opportunities, and collaborations, or otherwise facilitate technology transfer (“Service(s)” and "Solution(s)" respectively). Sponsor companies may post a challenge on the Site, notably i) General Calls, ii) Idea Contests, iii) Technical Challenges, iv) Demonstrator Challenges or v) Social Challenges, which means an opportunity, problem or other issue to be addressed by one or more Solvers in the areas of innovation in products, services, business models, marketing, processes, supply chain issues, organizational or social issues, as well as scientific problems ("Challenges"). Sponsor companies may offer monetary payments, collaboration proposals, joint venture partnerships or any other form of consideration for the solutions submitted by Solvers (“Award”). The terms relating to the Awards are set out below and in the specific terms and conditions of the Challenges, and once accepted are directly binding Sponsors and Solvers.
The materials posted on the Site may be owned by Innoventually or by third parties and may be posted on the Site by virtue of a license, grant or some other form of agreement between the third party and Innoventually.
PLEASE READ CAREFULLY THE GENERAL TERMS AND CONDITIONS OF INNOVENTUALLY'S PLATFORM
Once registered on the Site, your access and use of the Site and its Services forms a legally binding agreement subject to the general Terms and Conditions and any other terms, including the specific terms and conditions of the Challenges (the "Agreement").
You are authorized to access this Site and use its Services (regardless of whether access or use is intended or accidental) provided that you comply with the Agreement and all applicable laws. Please read the general Terms and Conditions carefully and save them. We suggest to seek specific legal advise if you have doubts. If you do not agree with the general Terms and Conditions, or any other applicable terms or laws, you should leave this Site immediately.
If you are a Solver or a Sponsor, representing a company, a partnership, a single person, a collaboration of individuals, an organization, a government body or an academic institution then “you”, “your” refers to you individually, and all others individuals or your company, partnership, collaboration, organization, government body or academic institution as a whole that gain access to the Site through you and/or your account.
Innoventually reserves the right to modify or amend the Agreement and the terms of Services provided without notice at any time, and such modification will be effective upon posting by Innoventually on the Site. You agree to be bound by any changes to the Agreement as you access and use the Site after any such modification is posted, unless a specific request to accept changes is required to further use the Site and its Services. It is therefore important that you read the general Terms and Conditions regularly to ensure you are updated as to any changes.
1. The Site.
By using this Site, you agree and acknowledge that Innoventually does not control in any manner the nature, quality, legality or timing of Challenges and that specific terms and conditions of the Challenges apply. You agree and acknowledge that Innoventually is a neutral forum for the posting of Challenges by Sponsor companies and the submission of Solutions by Solvers, and that Innoventually cannot guarantee that Sponsors receive Solutions to their Challenges or the quality of Challenges in general. You agree and acknowledge that your continued access to and use of the Site constitutes valid consideration received under the general Terms and Conditions, as well as the specific terms and conditions of the Challenges, and any new versions thereof. Furthermore, you understand that a Solution for a Challenge may have been recently accepted, and that an Award may have already been paid, but we may have not yet updated the Site to reflect such payment.
2. Eligibility. You acknowledge that you are eligible to use this Site. If you reside in a country where use of the Site is prohibited by law, regulation, treaty or administrative act or which prevents you from entering into trade relations with Italy and/or Italian citizens or companies, and/or with third parties using this Site, you may not use this Site.
4. Others’ Information. Innoventually does not guarantee the accuracy of the Site concerning information included in a Challenge brief or in a Solution, unless otherwise stated. While Innoventually believes such information is posted or submitted "as is" in good faith, Innoventually does not control the information provided by others that is made available through the Site. Other users’ information may be inaccurate. If you have a dispute with a Sponsor or a Solver, you hereby release Innoventually from all claims of any kind arising out of such dispute, notwithstanding any statutory rights you may have in your jurisdiction of residence regarding enforceability of said waiver.
5. Your Information. Any information you provide to Innoventually or other users during your registration or use of the Services, through any mail feature, or otherwise generated out of your use of the Services, is subject to the following:
You are solely responsible for the content of your information, the information included in your Challenges or in your Solutions, postings, or proposals. Innoventually acts merely as a conduit for the collection, distribution and/or publication of that information, Challenges or Solutions. Innoventually reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion, if Innoventually believes such information is inappropriate for the Site or the Services, may create liability for Innoventually, or may cause Innoventually to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers. You agree that your information will be accurate and will not, to the best of your knowledge: (a) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or (c) be libelous, unlawfully threatening, or unlawfully harassing. You may be asked to make legally binding warranties and representations to Innoventually, Solvers and/or Sponsors in relation to the information that you submit through the Site.
6. Compliance with Rules. You agree not to use any device, software or routine to interfere with the proper working of the Site or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. You agree not to take any action (including without limitation, spamming) that imposes an unreasonable load on our infrastructure.
7. Termination. Innoventually may terminate the Site or deny a Solver or a Sponsor access to all or part of the Site without prior notice in its sole discretion and without penalty to Innoventually. Innoventually shall have no responsibility to notify any third parties of the termination of the Site or Innoventually’s denial of your access to the Site, and neither shall Innoventually have any responsibility for any consequences resulting from such lack of notification or access.
Termination by either party will be effective the day notice is received or such later date specified in the notice.
8. Limitation of Liability and Warranty Disclaimers. Innoventually has no control over, and is not responsible for the acts or omissions of Sponsors, including the default of the obligation to pay an Award, and has no control over the quality or legality of the Solutions sought by virtue of the publication of a Challenge. Innoventually does not warrant or guarantee the accuracy or completeness of any Challenge, nor endorse any Sponsor. Similarly, Innoventually has no control over the quality or the legality of the Solutions received, and cannot guarantee that following the posting of a Challenges, the Sponsor may receive one or more solution, if at all. Innoventually does not warrant or guarantee the accuracy or completeness of any Solution, nor endorse any Solver.
Innoventually does not guarantee or warrant that your use of the Site will be uninterrupted or error free, or that the Site will meet your requirements or expectations. In addition, no warranty is made as to the results that may be obtained from use of the Site, or as to the accuracy, reliability, or content of any product, service, or information provided through or in connection with the Site. YOU EXPRESSLY AGREE AND UNDERSTAND THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE 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, INNOVENTUALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PROPOSALS, OR THE SITE; AND, (2) ANY WARRANTIES OF TITLE, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE.
ANY LIABILITY OF INNOVENTUALLY IS LIMITED TO DIRECT DAMAGES CAUSED TO YOU. NEITHER INNOVENTUALLY NOR ANY OF THEIR DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR LICENSORS (COLLECTIVELY, “INNOVENTUALLY ASSOCIATES”) SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, , INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR OUT OF ANY BREACH OF ANY WARRANTY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT, INCLUDING BREACH OF CONFIDENTIALITY OF INFORMATION BY THIRD PARTIES, SHALL INNOVENTUALLY’S LIABILITY TO YOU (SOLVER OR SPONSOR) UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE FEE TO BE PAID FOR THE USE OF THE PLATFORM. IN CASE A SPONSOR SHOULD USE A SOLUTION WITHOUT HAVING MADE THE PRIOR PAYMENT OF THE AWARD FOR THE TRANSFER OF THE INNOVATIVE SOLUTION AS SPECIFIED IN THE TERMS AND CONDITIONS OF THE SPECIFIC CHALLENGE, THE SOLVER CAN ACT DIRECTLY AGAINST THE SPONSOR FOR THE PAYMENT OF THE SAID AWARD. ON THE OTHER HAND, TERMINATION OF THE PRESENT AGREEMENT WITH INNOVENTUALLY IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH INNOVENTUALLY.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
9. Indemnification. You will indemnify Innoventually, its employees, shareholders, and Innoventually Associates, and hold them harmless from any and all claims, costs, damages, expenses and liabilities (including reasonable attorneys’ fees and costs of litigation or defence incurred ), 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/or password, (ii) any claim for payment of any part of an Award, or any other compensation, or (iii) any alleged direct or indirect damage or cost.
10. Dispute Resolution. Any dispute or disagreement arising between and among any Solver, any Sponsor and Innoventually in connection with the Agreement is hereby irrevocably made subject to the jurisdiction of the courts in Trieste, Italy.
11. General Provisions. You and Innoventually acknowledge and agree that Solvers and Sponsors shall be third-party beneficiaries of the general Terms and Conditions and the Agreement.
Nothing in this Agreement shall be construed to establish a joint venture, agency, employment, or other business relationship between you and Innoventually, a Solver or a Sponsor.
Failure by Innoventually 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.
Innoventually shall have the right to assign this Agreement, or any rights hereunder, to any third party including a Solver or a Sponsor, and to sublicense any and all of its rights under the Agreement.
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 provision 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.
The Agreement (made of the general Terms and Conditions and the specific terms and conditions of the Challenges), as amended from time to time, in conjunction with Innoventually's policies 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 submit notices to Innoventually by registered mail at Innoventually S.r.l.s., Via Torrebianca 26, 34122, Trieste, Italia, and by legal mail to firstname.lastname@example.org.
You hereby acknowledge that you have read the Agreement and fully understand the nature and effect of it and the terms contained herein and that the said terms are fair and reasonable and correctly set out your understanding of the conditions applicable to your participation in a Challenge. IF YOU DO NOT UNDERSTAND THE AGREEMENT, SAVE IT, PRINT IT, AND SEEK LEGAL ADVICE REGARDING IT. UNTIL YOU DO UNDERSTAND ALL OF ITS TERMS AND CONDITIONS, YOU MAY NOT POST OR PARTICIPATE IN A CHALLENGE. INNOVENTUALLY RESERVES THE RIGHT TO DISQUALIFY YOU FROM SUBMITTING OR PARTICIPATING IN A CHALLENGE AT ANY STAGE.
The governing and official language of this Agreement, the Website, and Innoventually Policies is English.
Last revised on February 2018 ©