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Terms of Use

Last updated: April 29, 2014

Introduction

You should carefully read the following Terms of Use. Your use of our services implies that you have read and accepted these Terms of Use. The Website (WeBridgeInnovation.com may hereafter be referred to as "WEBI" or the “Website”) from which you accessed this agreement is provided to you subject to the conditions listed below. Your use of this Website forms a legally binding contract with We Bridge Innovation Inc. (“WEBI”) based on these Terms of Use.

This Website provides a service in which individuals or organizations post problems related to research, development, design, education, technology, health, business, marketing or policy. The individuals or organizations that post problems on this Website are referred to as “Innovation Seekers”. The problem solvers are registered users of the Website and are referred to as “Solvers”. “Users” is a collective term for both Innovation Seekers and Solvers.

Any Non-Human Visitors to WEBI shall be considered agents of the individual(s) who controls, authors or otherwise makes use of them. Such individual(s) shall be deemed responsible for the actions of their Non-Human Visitor devices in the same manner as if they personally visited the Website.

The access rights granted to you under the Terms of Use are non-transferable without the express written permission of the owner of WEBI Website. You are responsible for the actions of any other person who may utilize your access rights on the WEBI Website.

The following terms and conditions govern all use of the WEBI Website and all content and services available at or through the Website. The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other associated operating rules and policies (including, without limitation, WEBI Privacy Policy).

Please read this Agreement carefully before accessing or using the WEBI Website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by the WEBI, acceptance is expressly limited to these terms.

1. Eligibility

This Website is available only to individuals who are at least 18 years old and is not available to organizations or individuals who cannot form legally binding contracts under applicable law. The Website cannot be used by anyone who resided in a country that is prohibited by law, treaty, regulation or administrative act from entering into trade relations with Canada, the United States, or the European Union or any of their citizens. Moreover, the Website cannot be utilized with the goal of design, development, or production of arms and related materials. The User's (Solver's and Innovation Seeker's) use of this site constitutes User's express representation that his/her use of this site does not violate the eligibility requirements stated in this paragraph. Users shall be fully liable and subject to prosecution to the full extent of the law for any violations of this paragraph.

2. Modification and Termination of Service

WEBI reserves the right to modify or discontinue the service or your access to the service at any time without prior notice. You agree that in that event any information you submitted to our website may be lost. Moreover, WEBI may, at its sole discretion, and without notice, remove any Solver or Innovation Seeker from this Website.

3. Site Terms of Use Modifications

WEBI reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. WEBI may also, in the future, offer new services and/or features through the Website (including, the release of new tools, services and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

4. Liability and Indemnification

4.1 Limitation of Liability

WEBI will not be liable to you or any third party for any damages, claims or any expenses you or the third party suffers (including without limitation, any and all legal fees) as a result of any claims arising directly or indirectly from your use of our services. WEBI will not be liable for any indirect, special, incidental, punitive or consequential damages or for any other damages, regardless of the cause. 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 a twelve (12) month period after such claim or cause of action arose, or be forever barred.

4.2 Indemnification

You agree to indemnify and hold harmless WEBI and its employees against any and all claims, costs, damages and liabilities, including attorney’s fees arising from your use of the service, inability to use the service or your violation of the Terms of Use.

5. Disclaimer of Warranties

You agree that the service is provided on an “as is” and “as-available” basis and your use of this service is at your sole risk. WEBI makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. In no event shall WEBI be liable for any direct, indirect, incidental, special, exemplary or consequential damages (including, but not limited to, damage to your computer system or loss of data) arising in any way out of the use of this service. WEBI does not warrant that the results or information obtained from the use of this service will be accurate and will meet your expectations.

6. Applicable Law

This agreement shall be interpreted in accordance with the laws of Ontario, Canada and the laws of Ontario, Canada will govern the relationship between you and WEBI. You agree that any legal proceedings will take place in the exclusive jurisdiction of the courts located in Ontario. You also agree that if any of the provisions of this Terms of Use are found by a court of competent jurisdiction to be invalid, other provisions will remain in full effect. You also agree that any claim or cause of action related to your use of our services or the Terms of Use must be filed during the twelve (12) month period after such claim or cause of action arose or be forever barred. This agreement constitutes the entire agreement between you and WEBI with respect to the subject matter hereof.

7. Ownership of Intellectual Property

The Solver warrants that, unless otherwise indicated, all the content of the submitted solution is the provider’s original work and that the Solver is and will be fully authorized to provide the content to the Innovation Seeker.

The Solver accepts that the client (Innovation Seeker) has created or may create material, ideas or concepts which is identical to the solution submitted by him or her. The Solver also agrees that the client has the right to use such material, ideas and concepts and that the Solver will not be entitled to any compensation arising from the client's use of such materials, ideas or concepts.

8. Confidential Information and Employment Obligations

If requested by the Innovation Seeker, WEBI agrees to keep the name of the Innovation Seeker confidential.

You agree not to transmit any information that infringes any patent, trade secret, copyright, or other proprietary rights of a third party. You also agree not to disclose any information obtained as part of non-disclosure agreements or employment relationships.

Moreover, you agree not to disclose any confidential information relating to the WEBI challenges to any third party. If, as a result of using our service, you are found to breach any contract, employment or confidentiality obligations, you agree to indemnify and hold harmless WEBI and the Innovation Seeker and their respective employees from all claims and liabilities including, without limitation, any legal fees arising from such a breach.

9. Privacy Policy

Your personal information is subject to WEBI Privacy Policy.

10. Accuracy of User’s Information

You represent and warrant that the information you provided about yourself, or if applicable, your business is true, accurate and current and you will update your information to keep it current, true, accurate and complete.

WEBI does not guarantee the accuracy of the information provided by the site’s users (Innovation Seeker and Solvers). In case of any dispute, you agree to direct any claim to at the particular user and release WEBI from any responsibility or claim arising from such dispute.

11. Harassment

You agree not to threaten or otherwise abuse or harass any other user or employee of this site.

12. Duplication of this site

You agree not to reproduce any portion of this service for any commercial purposes. You do not claim intellectual property right or exclusive ownership to any of our products or services, whether modified or unmodified. WEBI, the WEBI domain, the WEBI logo, and all other trademarks, service marks, graphics and logos used in connection with WEBI, or the Website are trademarks or registered trademarks of WEBI. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any WEBI or third-party trademarks.

13. Your WEBI Account

The email address with which you register is used to identify you as the authorized account holder and the person who submitted a proposed solution. The authorized account holder is the person who was assigned the email address by any organization responsible for assigning email addresses.

You are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account. You must immediately notify WEBI of any unauthorized uses of your account or any other breaches of security. WEBI will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

14. Responsibility of Contributors

If you comment on this Website, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, 'Content'), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, computer software or any other type of electronic content. By making Content available, you represent and warrant that:

  • the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
  • you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
  • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
  • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
  • the Content is not obscene, libelous, defamatory, hateful or racially bigoted, does not violate the privacy or publicity rights of any third party and is not otherwise unlawful.

Without limiting any of those representations or warranties, WEBI has the right (though not the obligation) to, in WEBI's sole discretion (i) refuse or remove any content that, in WEBI's reasonable opinion, violates any WEBI's policy or is in any way harmful, unlawful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in WEBI's sole discretion.

15. Responsibility of Website Visitors.

WEBI has not reviewed, and cannot review, all of the material, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, WEBI does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. WEBI disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

16. Links to Other Websites.

We have not reviewed, and cannot review, all of the material, including computer software, made available through websites and web pages to which WEBI links, and that link to WEBI. WEBI does not have any control over those non-WEBI websites and web pages, and is not responsible for their contents or their use. By linking to a non-WEBI website or web page, WEBI does not represent or imply that it endorses such Website or web page. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. WEBI disclaims any responsibility for any harm resulting from your use of non-WEBI websites and web pages.

17. Evaluation of Solvers' submissions

WEBI does not evaluate solvers' submissions and is not obligated to provide comments to solvers regarding their submissions. WEBI is not required to transmit every submitted solution to the Innovation Seeker. Innovation Seekers are not obligated to select any Proposed Solution submitted by Solvers.

18. Team Work

For Idea-Generation, Theoretical and Proof-of-Concept Challenges the Solvers have the opportunity to form teams and to submit their solutions as a team. Once the solver joins a team he/she can no longer submit a solution individually. All team solutions must be submitted by the team administrator (Team Admin).

 

Schedule 1 – Challenge specific terms

1. Idea-Generation Challenges

1.1 Representations and Warranties:

1.1.1 User represents and warrants that he/she understands that all intellectual property rights, if any, in the idea, concept or material submitted by the Solver remain with him or her.

1.1.2 User represents and warrants that he/she understands that ALL Solvers grant the Innovation Seeker a world-wide, non-exclusive, royalty free license to use the intellectual property demonstrated by the submitted materials, ideas or concepts for the purposes of commercial exploitation of such materials, ideas or concepts and the right to develop derivative works of and from the Proposed Solution.

1.1.3 User represents and warrants, that to the best of his/her knowledge, any content submitted to WEBI does not infringe or violate any patent, copyright, trademark, trade secret or other third party intellectual property, confidentiality or any other contractual or other rights.

1.1.4 Solver represents and warrants that he/she has all the rights, licenses and consents necessary to submit the Proposed solution and to grant the rights that he/she has granted in section 1.1.2 to the Innovation Seeker.

1.1.5 Solver represents and warrants that he/she is not obligated under any employment agreement, contract or any employment relationship to assign the rights to the Proposed Solution to an academic institution, government body or any other employer or third party.

1.1.6 Solver represents and warrants that all persons who worked on the Proposed Solution or who appear in the Proposed Solution have given the Solver their express written consent to submit the Proposed Solution for unlimited, royalty-free use or any exploitation.

 

1.2 The crowdsourcing process for idea-generation challenges

i).  The client (Innovation Seeker) submits a challenge to WEBI:

  •  The Innovation Seeker submits the Innovation Crowdsourcing Order Form in which he/she gives a detailed description of the challenge to be posted on our website.  If requested by the Innovation Seeker, we will edit the challenge or help with challenge formulation free of charge.

ii)  The challenge is posted on our site.  

iii)  WEBI receives solutions ideas submitted by Solvers.

iv)  WEBI forwards the submitted ideas to the Innovation Seeker.

v)  Innovation Seeker evaluates the submissions.

vi)  The Winners are Chosen and Rewarded:

  •  The Innovation Seeker chooses the winning solution(s). 
  •  The Innovation Seeker pays the award amount the the administrative fee.
  •   WEBI forwards the award amount to the winning solver(s) usually within five weeks of the submission deadline.
  •   All payments are made through PayPal.  The Innovation Seeker can choose to pay using a PayPal account or with Visa, MasterCard, American Express or Discover credit card.  The award payments to solvers are made through PayPal money transfer.

 

2. Theoretical and Proof-of-Concept Challenges

2.1 Submission and Evaluation of Proposed Solution

2.1.1 By submitting your Proposed Solution you grant to WEBI and the Innovation Seeker the following rights for a period of 120 days (the "Exclusivity Period") from the submission deadline set forth in the Challenge Description:

i) a world-wide non-exclusive license to copy, use, create derivative works and distribute the Proposed Solutions for the purposes of review and testing of the Proposed Solution.

ii) an exclusive right to acquire rights to the proposal.

The rights described in i) and ii) will be collectively called the "Exclusive Rights".

2.1.2 During the Exclusivity period (and thereafter, if the Exclusive Rights are exercised) you are prohibited from:

i) using the Proposed Solution

ii) disclosing to or assigning, granting or transferring any rights to a third party to use the Proposed Solution for any purpose.

 

2.2 Acceptance of Proposed Solution

2.2.1 WEBI will notify the winning Solver(s) before the termination of the Exclusivity Period whether the Innovation Seeker accepts his/her Proposed Solution. If a Proposed Solution is accepted by the Innovation Seeker, you agree to deliver a signed copy to WEBI of the following:

i) a hard copy of this Terms of Use agreement

ii) any document related to the transfer to the Innovation Seeker of the Proposed Solution and any intellectual property contained therein

iii) any non-disclosure agreement

Such cooperation shall be performed without additional compensation to you; however, WEBI will reimburse you for reasonable expenses incurred by you while performing such requests. Upon payment of the award, or the termination of the Exclusivity Rights there will be no more obligations between the Solver and WEBI or the Solver and the Innovation Seeker, except for the limitation on the disclosure of confidential information described in section 2.4 below.

2.2.2 Intellectual Property Transfer or Non-Exclusive License.

As specified in the Challenge Description, the award will be offered by the Innovation Seeker in exchange for the transfer of all rights in and to the Solution intellectual property or for a non-exclusive license. The details of these two options are described in sections 2.2.3 and 2.2.4 below.

2.2.3 Intellectual Property Transfer.

Innovation Seeker may request that WEBI, on behalf of the Innovation Seeker, manage the intellectual property transfer from the Solver to the Innovation Seeker. If a Innovation Seeker accepts a Proposed Solution that was submitted in response to a challenge that required transfer of intellectual property rights, the Solver shall assign and convey to WEBI, as escrow agent for such Innovation Seeker, all rights, title and interest in the Proposed Solution and any work product that is related to the WEBI challenge, and you retain no rights to the Proposed Solution or the work product related to the Proposed Solution. In the event that your Proposed Solution or the work product cannot be assigned under statutory law, you grant to WEBI, as escrow agent for the Innovation Seeker, a worldwide, perpetual, unlimited, irrevocable and exclusive license to use, make, have made, copy, market, sell, lease, distribute and create derivative works of the work product, including the right to assign the foregoing license to the Innovation Seeker. If you use any processes in the Proposed Solution which are a subject of patent rights owned by you, you agree to grant to WEBI, as escrow agent for the Innovation Seeker, a worldwide, non-exclusive, royalty-free, perpetual license to use any such patented processes. By submitting your Proposed Solution you agree to provide during the Exclusivity Period, reasonable assistance and additional information deemed necessary by WEBI and the Innovation Seeker to ensure that the Innovation Seeker acquires all rights, interests and title in and to the Proposed Solution and any work product that are related to the Innovation Seeker's Challenge, including all rights to the intellectual property embodied therein, and that ensures that all such rights are transferred to the Innovation Seeker. Such cooperation shall be performed without additional compensation to you; however, WEBI will reimburse you for reasonable expenses incurred by you while performing such requests. You will not be entitled to receive an award if you cannot transfer the Proposed Solution and any intellectual property contained therein to the Innovation Seeker.

2.2.4 Non-exclusive License.

Upon acceptance of your Proposed Solution and payment of an award to you, you grant to WEBI, as escrow agent for the Innovation Seeker, a non-exclusive, unlimited, worldwide, irrevocable, and perpetual license to use, make, have made, copy, market, sell, lease, distribute and create derivative works of the Proposed Solution and the work product, including the right to assign the foregoing license to the Innovation Seeker. The Proposed Solution intellectual property will be released from this escrow and the non-exclusive license granted to the Innovation Seeker after payment of the award and any other administrative fees by the Innovation Seeker. You agree that during the exclusivity period you will execute all papers and do all things deemed necessary by WEBI and the Innovation Seeker to ensure that the Innovation Seeker acquires the license and the rights described in this paragraph.

2.2.5 WEBI shall pay you the award on the later of: a) one week after the completion of the transfer of intellectual property to the Innovation Seeker or b) one week after WEBI receives the payment from the Innovation Seeker.

 

2.3 Representations and Warranties:

i) The User represents and warrants, that to the best of his/her knowledge, the content submitted to WEBI does not infringe or violate any patent, copyright, trademark, trade secret or other third party intellectual property, confidentiality or any contractual or other rights.

ii) Solver represents and warrants that he/she has all the rights, licenses and consents necessary to submit the Proposed solution and to grant the rights that he/she has granted in sections 2.2.3 or 2.2.4 to the Innovation Seeker.

iii) Solver represents and warrants that no entity or person other than he/she has any interest, title or right to any part of his/her Proposed Solution.

iv) Solver represents and warrants that all persons who worked on the Proposed Solution or who appear in the Proposed Solution have given the Solver their express written consent to submit the Proposed Solution for unlimited, royalty-free use or for any exploitation.

 

2.4 Confidentiality and Protection of Potential Solution Intellectual Property

Solver agrees not to grant away any rights to the Proposed Solution or do anything that would prevent him/her from granting the Exclusivity Rights for the Exclusivity Period. Solver also agrees not to disclose any confidential information, except on the conditions of strict confidentiality, or do anything that would impair the potential solution intellectual property.00

 

3. Innovator-Needed Challenges

3.1 Intellectual Property Rights

All intellectual property rights, if any, in the idea, concept or material (collectively, "Content") submitted by the Innovation Seeker or the Solver (collectively, "User") remain with him or her. However, the User acknowledges that he/she and any subsequent owner of Content waive the license fees to WEBI for the purposes of publishing and redistribution of such Content. Furthermore, the User represents and warrants that he/she have the right, title and/ authority to grant such license to WEBI.

3.2 Confidential Information

The User (Solver and Innovation Seeker) agrees not to provide any confidential or proprietary information to WEBI or other Users and the User expressly agrees that the User waives any proprietary nature, trade secret or other confidentiality rights with respect to the Content submitted by the User.

 

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