User Agreement

Welcome to Innoventually’s web site at www.innoventually.it (“Site”), the One-stop source for innovation™!

The Site is owned and operated by Innoventually S.r.l.s. (“Innoventually” or the “Company”). Innoventually owns the materials on the Site, but the Site may also include materials owned by third parties and posted on the Site by virtue of a license, grant or some other form of agreement between the third party and Innoventually.

PLEASE READ THIS USER AGREEMENT CAREFULLY.

Access to, and use of this Site are subject to the terms and conditions of this User Agreement (“Agreement”), the Privacy Policy, the specific rules concerning the different services provided by Innoventually and all applicable laws and regulations, including laws and regulations governing copyright and trademarks.

If you have registered as a Solver (defined below), your use of this Site forms a legally binding contract with Innoventually regarding the terms and conditions contained in this User Agreement, and any terms, including the Challenge-Specific terms, which are incorporated into this Agreement by reference. If you are a Sponsor Company (defined below), your use of the Site forms a legally binding contract with Innoventually based on the terms and conditions in this User Agreement, any Challenge-Specific terms, the Sponsor Company Agreement, and any terms, which are incorporated into this Agreement by reference. You are only authorized to access this Site or to use the materials and services contained in the Site (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave this Site immediately.

If you are representing a company, a partnership, a single person, a collaboration of individuals, an organization, a government body or an academic institution then “you”, “your” and “Solver” refers to you individually, as well as all others gaining access to the Site through you, and also refers to your company, partnership, collaboration, organization, government body or academic institution as a whole.

Innoventually reserves the right to modify or amend this 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 this Agreement when you use the Site after any such modification is posted. It is therefore important that you read this page regularly to ensure you are updated as to any changes.

1. The Site. This Site provides a service (“Service(s)”) whereby Innoventually enables sponsor companies (“Sponsor Companies”) to access a global network of innovative thinkers (“Solver”) to assist Sponsor Companies in solving problems, developing opportunities, or otherwise enhancing Sponsor Company’s business. Sponsor Companies may post a Challenge via the Site, 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 issues, as well as scientific problems. Sponsor Companies may offer a payment amount or “Award” for solutions submitted by Innovators, which the Sponsor Company deems acceptable based upon the structure of the specific Challenge.

By using this Site, you acknowledge that Innoventually does not control in any manner the nature, quality, legality or timing of Challenges. You agree that Innoventually is a neutral forum for Challenges and Solver proposals (as defined below). You agree that your continued access to and use of the Site constitutes valid consideration received under Innoventually’s terms and conditions, as well as the conditions for the submission of solutions by Innovators, and any new versions thereof. Furthermore you understand that you may create a solution for a Challenge that may have a recently accepted solution, and for which the Award has already been paid, and for which we have not yet updated the Site to reflect such payment.

Please, first read and understand the relevant terms and conditions that our preferred partners would apply to you by linking on their respective websites. The general terms of our IP brokerage services may be found in the relevant section of the Site.

2. Eligibility. You acknowledge that you are eligible to use this Site. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with Italy and/or Italian citizens or companies, you may not use this Site.

3. Registration. 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 with any third parties or use your password for any unauthorized purposes. You agree to notify Innoventually at info@innoventually.it 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). Please also read our Privacy Policy.

Innoventually will only use your information in accordance with its Privacy Policy as posted on the Site.

4. Others’ Information. Innoventually does not guarantee the accuracy of the Site or ownership of any information in a challenge brief unless otherwise stated in a challenge brief. While Innoventually believes such information to be posted 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 another user of the Site or the Services, even those provided by our business partners, 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, postings, or Proposals. Innoventually acts merely as a conduit for the collection, distribution and/or publication of that information. 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 and the Sponsor Company in relation to a Proposal that you submit.

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. nnoventually may terminate the Site or deny you or any other Solver 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, or 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.

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. 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 SPONSOR NOR ANY OF THEIR DIRECTORS, EMPLOYEES, 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 SHALL INNOVENTUALLY’S OR THE SPONSOR’S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY OWING OR ACTUALLY PAID TO YOU UNDER SECTION 2 OF THE SPONSOR AGREEMENT RELATING TO THE SUCCESS FEE TO BE PAID FOR THE TRANSFER OF THE INNOVATIVE SOLUTION CONCERNING THE SPECIFIC CHALLENGE THAT YOU MAY HAVE PURSUED. 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, Innoventually Associates, and the Sponsors against and hold Innoventually, its employees, Innoventually Associates and the Sponsors harmless from any and all claims, costs, damages, expenses and liabilities (including reasonable attorneys’ fees and costs of litigation or defence incurred by Innoventually or a Sponsor), 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, or (ii) any claim for payment of any part of a financial award, or any other compensation or salary asserted by any of your employers, employees, agents, partners, associates or subcontractors.

10. Dispute Resolution. The parties hereby irrevocably submit to the jurisdiction of the courts in Trieste, Italy, to adjudicate any dispute or disagreement arising between and among any Solver, any Sponsor and Innoventually in connection with this Agreement.

11. General Provisions. You and Innoventually acknowledge and agree that any Sponsor shall be a third-party beneficiary of this Agreement.

Nothing in this Agreement shall be construed to establish a joint venture, agency, employment, or other business relationship between you and Innoventually or any Sponsor.

The failure of Innoventually or a Sponsor 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 Sponsor, and to sublicense any and all of its rights under this 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.

This Agreement, as amended from time to time, in conjunction with Innoventually Policies and any writing that Innoventually may request prior to award of a payment, 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 innoventually@pec.it.

You hereby acknowledge that you have read this 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 THIS AGREEMENT, SAVE IT, PRINT IT, AND SEEK LEGAL ADVICE REGARDING IT. UNTIL YOU DO UNDERSTAND ALL OF ITS TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN A CHALLENGE. INNOVENTUALLY RESERVES THE RIGHT TO DISQUALIFY YOU FROM PARTICIPATING IN A CHALLENGE AT ANY STAGE.

The governing and official language of this Agreement, the Website, and Innoventually Policies is Italian.

Last revised on January 2015 ©

 

©2014 Innoventually S.r.l.s. – It is strictly forbidden to reproduce, modify, distribute, publish or otherwise dispose of all the material of the website without the prior consent of Innoventually S.r.l.s. Any misuse will be prosecuted by law.