Welcome to the Innovation Exchange web site at www.innovationexchange.com ("Site"). The Site is owned and operated by Innovation Exchange Inc. ("IX"), and the materials on the Site are owned by Innovation Exchange. 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 IX.
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 "Innovator" refers to you individually, as well as all others gaining access to the Website through you, and also refers to your company, partnership, collaboration, organization, government body or academic institution as a whole.
IX reserves the right to modify or amend this Agreement without notice at any time, and such modification will be effective upon posting by IX 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 IX enables sponsor companies ("Sponsor Companies") to access IX's global network of innovative thinkers ("Innovators") to assist Sponsor Companies in solving problems, developing opportunities, or otherwise enhancing Sponsor Company's business. Sponsor Companies may post a Challenge into the Site's database, which means an opportunity, problem or other issue to be addressed by one or more Innovators in the areas of innovation in products, services, business models, marketing, processes, supply chain issues, or organizational issues. By using this Site, you acknowledge that IX does not control in any manner the nature, quality, legality or timing of Challenges. You agree that IX is a neutral forum for Challenges and Innovator Proposals. You agree that your continued access to and use of the Site constitutes valid consideration received under this User Agreement and any new versions thereof.
2. Eligibility. Site is not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If you do not qualify, please do not use the Site. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with Canada, the United States or either country's citizens, you may not use this Site. Failure to abide by the terms and conditions of this Agreement, any Challenge-Specific terms, or any other rules or agreements governing this Site and the Service, may result in IX refusing your registration, or deactivating your registration.
3. Registration. You may cancel your registration at any time by contacting email@example.com. 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 Innovator. You may not disclose or share your password with any third parties or use your password for any unauthorized purposes. You agree to notify IX at firstname.lastname@example.org 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).
4. Others' Information. IX does not guarantee the accuracy of the Site or ownership of any information in an Innovation Brief unless otherwise stated in an Innovation Brief. While IX believes such information to be posted in good faith, IX 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, you hereby release IX 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. You may have the opportunity to communicate with other users. Any information you provide to IX or other users during your registration or use of the Services, in any public message area, through any mail feature, or otherwise generated out of your use of the Services, is subject to the following:
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. You agree not to take any actions which may undermine the integrity of our system or the Services, such as: using the Site in violation of local, state, national or international law; uploading of files or content that contain material that violates the intellectual property rights of any third party. You are solely responsible for compliance with all applicable laws and regulations regarding your use of the Services and the transfer of the technologies or information with which you are involved, including without limitation, import/export requirements, and IX expressly disclaims any liability or responsibility thereto.
7. Sponsors and Background Intellectual Property.
7.1 Sponsors are companies that have entered into an agreement with IX in order to participate in the Website. Sponsors may present a Challenge, which is an opportunity, problem or other issue to be addressed by IX's Innovators in the areas of innovation in products, services, business models, marketing, processes, supply chain issues, or organizational issues. Each Challenge will release an "Innovation Brief" to the Innovators, which will contain a description of the Challenge, and any additional rules or requirements governing the Challenge.
7.2 "Background Intellectual Property" means, with respect to a Sponsor, Innovator, or IX, such intellectual property, and all or part of the intellectual property rights therein, which are developed by, owned by or licensed to such party or person, either prior to, or independent of, any services being provided pursuant to this Agreement, including, but not limited to, the entire right, title and interest in all copyrights therein, whether in the United States or elsewhere, including the right to reproduce the work, distribute copies of the work, to perform the work publicly, display the work publicly; and all rights in derivative works based upon the subject work, if any; trade mark registrations and applications and all trade mark rights represented thereby; patents and patent applications, together with all reissues, divisions, continuations, extensions and renewals thereof and the inventions claimed therein. Each party, as well as each Sponsor, shall retain all rights in its own Background Intellectual Property. Innovation Briefs may contain said Sponsor's Background Intellectual Property. Sponsor grants you a limited license to use its Background Intellectual Property solely for the purposes of developing your proposed solution to a Challenge.
8. Proposal Stage.
8.1 As an Innovator you may submit to IX a Proposal in response to any Challenge sponsored by a Sponsor. You may submit a Proposal either on your own or as part of a team of registered Innovators ("Team"). If you submit a Proposal as part of a Team, this submission shall constitute your acceptance of the IX Team Rules, (see Schedule 1 below). To the extent that your Proposal includes the Background Intellectual Property of the Sponsor, you will have a non-exclusive, royalty-free, worldwide, irrevocable license to use, copy, modify, exploit, transfer and sublicense such Sponsor Background Intellectual Property only in connection with the development of your Proposal and subject to the terms and conditions of this Agreement and any Challenge-Specific terms.
8.2 By submitting your Proposal you grant IX and the Sponsor a non-exclusive, worldwide license to use, copy, and distribute and create derivative works of the Proposal for purposes of review, analysis and testing the Proposal.
8.3 By submitting your Proposal, you grant to the Sponsor an exclusive right to acquire rights to the Proposal for a period of 60 days from the submission deadline set forth in the Innovation Brief (the "Exclusivity Period").
8.4 Nothing herein shall be construed as requiring IX to transmit to the Sponsor every Proposal submitted in response to a Challenge or to interpret, edit, filter, or review submissions. Sponsors are not obligated to select any Proposal submitted in response to a Challenge.
8.5 During the Exclusivity Period, you are prohibited from (a) using the Proposal or (b) disclosing to or granting or assigning or transferring any rights to a third party to use the Proposal for any purpose.
8.6 In the event that the Sponsor and the Innovator or Team do not enter into a Solution Transfer Agreement during the Exclusivity Period, but negotiations are continuing in good faith, the Sponsor and the Innovator may agree in writing to extend the Exclusivity Period for additional periods of 30 days in order to continue their negotiations of a Solution Transfer Agreement ("Extended Exclusivity Period").
8.7 In the event that the Sponsor and the Innovator or Team do not enter into a Solution Transfer Agreement by the end of the Exclusivity Period, or the Extended Exclusivity Period if applicable, then the Sponsor shall grant ownership rights and/or a license in the Proposal and its contents as set out in section 8.8 below.
8.8 You or your Team, as applicable, will own all intellectual property rights contained in your Proposal in response to a Challenge, whether copyrightable or patentable or not. The Sponsor shall assign, and shall to the extent necessary in the future assign, to you or your Team all ownership rights, including, without limitation, intellectual property rights, in your Proposal, and the Sponsor shall expressly and irrevocably waive and shall to the extent necessary in the future waive any moral rights the Sponsor may have in the Proposal, and covenant that the Sponsor shall obtain from any of its employees, agents or contractors involved in the preparation, creation or conception of the Challenge or any contents of the Proposal an express and irrevocable waiver of any such moral rights. The Sponsor will also agree to give you or your team such assistance as may be necessary to perfect such rights. To the extent that any Background Intellectual Property of the Sponsor is contained in the Proposal, the Sponsor will retain ownership of such Background Intellectual Property and will grant, and shall to the extent necessary in the future grant, to you or your team an irrevocable, worldwide, royalty-free license to use, execute, reproduce, display, perform, and distribute copies of such Background Intellectual Property as required by you or your team to use and exploit your rights in the Proposal. Except for use of such Background Intellectual Property within the embodiment of the Proposal, the Innovator or Team has no rights to publish, reproduce, prepare derivative works based upon, distribute, perform, or display the Background Intellectual Property of Sponsor. For greater clarity, and notwithstanding the foregoing, nothing in this Agreement is intended to create any form of exclusivity in favour of the Sponsor with respect to the Proposal after the Exclusivity Period or any Extended Exclusivity Period has expired and no Solution Transfer Agreement has been executed between the Innovator or Team and the Sponsor. Unless specifically provided in an additional agreement made between you or your Team and the Sponsor and/or IX, nothing will prevent you or your Team from independently developing or providing the same or similar work product as the Proposal in response to another challenge, sponsored by another Sponsor, or indirectly or directly to other entities. In addition, nothing contained in this Agreement will be construed to limit you or your Team's general knowledge and expertise that were gained in the course of participating in the IX program.
9. Solution Transfer Stage.
9.1 If a Proposal submitted by you or your Team is accepted by the Sponsor you agree to sign, and deliver a signed copy to IX, a hard copy of this Innovator Agreement and any Non-Disclosure Agreement or other documents related to the transfer to the Sponsor of the Proposal and your Background Intellectual Property.
9.2 If a Proposal submitted by you or your Team is selected by the Sponsor that sponsored the Challenge, IX will disclose the identity and contact information of (i) the Sponsor to you and (ii) you to the Sponsor.
9.3 If a Sponsor selects a Proposal, the Sponsor may request that IX, on behalf of the Sponsor, manage the Intellectual Property transfer, with the Innovator or Team.
9.4 If a Sponsor accepts your or your Team's Proposal in response to a Challenge that required the automatic transfer of Intellectual Property, you shall sell, assign, transfer and convey to IX, as escrow agent for such Sponsor, all rights, title and interest in and to the Proposal, you or your Team's Background Intellectual Property and any work product related to the Sponsor's Challenge, and you or your Team retain no rights to the Proposal, you or your Team's Background Intellectual Property, or any work product. In the event that you or your Team's proposal, your or your Team's Background Intellectual Property or any work product cannot be assigned under statutory law, you grant to IX, as escrow agent for the Sponsor, a worldwide, unlimited, perpetual, irrevocable, and exclusive license to use, make, have made, market, copy, modify, lease, sell distribute and create derivative works of such materials, including the right to assign the foregoing license to the Sponsor. By submitting your or your Team's Proposal you agree to provide, without additional compensation, reasonable assistance and additional information concerning your or your Team's Proposal to IX and the Sponsor during the Exclusivity Period, including, but not limited to, the execution of all papers and the actions deemed necessary by IX or a Sponsor to ensure that the Sponsor acquires all rights, title and interest in and to the Proposal and any work product that are related to the Sponsor's Challenge, including all rights to all Intellectual Property embodied therein, and that ensures that all such rights are transferred to the Sponsor.
9.5 IX shall pay you the Reward on the later of: i) two weeks after the completion of the transfer; or ii) two weeks after IX actually receives the Reward.
9.6 Notwithstanding anything contained in this Agreement and any Challenge-Specific terms, you will not be entitled to receive any payment under this Agreement if you cannot transfer the Proposal and any Intellectual Property contained therein to the Sponsor.
10. Representations and Warranties.
10.1 You represent and warrant that:
11.1 "Confidential Information" includes: (a) all information set forth in the password protected areas of the Site, including, but not limited to, the Website, (b) the identity of Sponsors, any information contained in a Challenge and any Sponsor Background Intellectual Property; (c) all discussions between Innovators regarding participation in the Challenge including but not limited to preparation of the Proposal, submission of the Proposal, and results of the Challenge; and (d) during the Exclusivity Period, any Proposal. Confidential Information does not include: (a) information that is publicly known or available on the date you originally accepted this Agreement ("Effective Date"); (b) information that after the Effective Date becomes available to the public in a manner not involving a breach of any duty under this Agreement; and (c) information that must be disclosed by operation of law or court order, as long as, if you are compelled to disclose said information, you give IX notice of the requirement to disclose and allow IX time to contest the order or other form of compulsion to disclose.
11.2 During the term of this Agreement and at all times thereafter, you shall not disclose to any third party nor use for any purpose other than for the performance of this Agreement, any Confidential Information without the express written consent of the owner of the Confidential Information.
12.1 IX may terminate the Website or deny you or any other Innovator access to all or part of the Website without prior notice in its sole discretion and without penalty to IX.
12.2 IX shall have no responsibility to notify any third parties of the termination of the Website or IX's denial of your access to the Website, and neither shall IX have any responsibility for any consequences resulting from such lack of notification or access.
12.3 Termination by either party will be effective the day notice is received or such later date specified in the notice.
12.4 Termination of this Agreement for any reason automatically terminates your license to use the Website, including, but not limited to any Background Intellectual Property owned by either Sponsors or IX.
12.5 If being utilized at the time of termination of this Agreement, then Sections 8 and 9, shall survive termination of this Agreement until the obligations thereunder have been fulfilled for any relevant Proposals.
13. Limitation of Liability and Warranty Disclaimers. IX 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. IX does not warrant or guarantee the accuracy or completeness of any Challenge, nor endorse any Sponsor.
IX does not guarantee or warrant that your use of the Website will be uninterrupted or error free, or that the Website will meet your requirements. In addition, no warranty is made as to the results that may be obtained from use of the Website, or as to the accuracy, reliability, or content of any product, service, or information provided through or in connection with the Website. YOU EXPRESSLY AGREE AND UNDERSTAND THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE 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, IX 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 WEBSITE; AND, (2) ANY WARRANTIES OF TITLE, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE.
NEITHER IX NOR ANY SPONSOR NOR ANY OF THEIR DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, "IX ASSOCIATES") SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, 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 IX'S OR THE SPONSOR'S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY OWING OR ACTUALLY PAID TO YOU UNDER SECTION 9.5. TERMINATION OF THIS AGREEMENT WITH IX IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH IX.
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.
14.Indemnification. You will indemnify IX, its agents and employees, IX Associates, and the Sponsors against and hold IX, its agents and employees, IX 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 IX 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 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.
15. Dispute Resolution. Any disputes as to the ownership of the proposal is the sole responsibility of those bringing the dispute and must be brought to the attention of IX within fifteen (15) days of the submittal of the proposal accompanied by documented proof of ownership. Failure to do so forfeits all rights of ownership. Upon receipt of documented proof, IX will perform an assessment and make a final non-disputable decision regarding ownership. For all other issues, this Agreement is governed by the laws of the Province of Ontario, without reference to principles of conflict of laws. The parties hereby irrevocably submit to the jurisdiction of the courts of the Province of Ontario to settle any dispute or disagreement arising between and among any Innovator, any Sponsor and IX in connection with this Agreement.
16. General Provisions.
16.1 You and IX acknowledge and agree that any Sponsor shall be a third-party beneficiary of this Agreement.
16.2 Nothing in this Agreement shall be construed to establish a joint venture, agency, employment, or other business relationship between you and the IX or any Sponsor.
16.3 The failure of IX 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.
16.4 IX 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.
16.5 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.
16.6 Sections 10,11,12,13,14,15 and 16 shall survive termination of this Agreement.
16.7 This Agreement, as it may be amended from time to time, in conjunction with IX Policies and any writing that IX 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 IX by registered mail at:
Innovation Exchange, 2 Berkeley Street, Suite 300, Toronto, Ontario, M5A 2W3 - attn CEO.
16.8 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. IX RESERVES THE RIGHT TO DISQUALIFY YOU FROM PARTICIPATING IN A CHALLENGE AT ANY STAGE.
16.9 The governing and official language of this Agreement, the Website, and IX Policies is English.
Schedule 1 - IX Team Rules
1. Active registration. In order to participate in the IX System, including the right to submit proposals and to share in the proceeds from any proposals submitted, an Innovator must maintain an active registration with the IX System. An Innovator’s registration is deactivated if IX is unable to contact the Innovator using the contact information provided by the Innovator or if the Innovator has violated any of the IX System Rules or User Agreement.
2. Team formation. If Innovators choose to work together on a challenge they form a "Team" which must be registered with Innovation Exchange. By joining a Team, its members all agree to share any reward for a winning proposal equally amongst all team members. All team members also agree that the Team Leader has the exclusive right to determine when a Proposal is submitted and the content of a submitted Proposal. A Team is formed for a single Challenge and must be formed prior to the Team’s submission of a Proposal.
3. No ownership claims in other Innovators' proposals without a Team designation. An Innovator who chooses to work with other Innovators on a Challenge collaboratively, has no rights in any Proposals generated by these other Innovators unless and until the Innovator is registered on the IX System as a member of a Team with these other Innovators.
4. Team invitations A Team Leader has the exclusive right to add additional members to the Team and can do so only by issuing an invitation on the IX System. An invitation tells the prospective Team member who the Team members are, what challenge they will be collaborating on and the reward associated with that challenge.
5. No team changes A person who is designated as a Team member for a particular challenge cannot switch to another Team for that challenge or be dropped from the Team.
6. Team agents The Team Leader acts as the Team agent. The Team agent is authorized by the other members of the Team to negotiate a binding Solution Transfer Agreement with a Sponsor if the Team’s Proposal is chosen as a Solution by the Sponsor. Any Solution Transfer Agreement negotiated by the Team Leader is fully binding on all Team Members provided it is approved by IX
7. IX approval A Solution Transfer Agreement negotiated between a Team agent and a Sponsor must be approved by IX before it becomes legally binding. IX reviews the Solution Transfer Agreement to ensure that the Proposal submitted specifies that the proceeds from the Solution Transfer Agreement are to be shared equally amongst all members of the Team as registered on the IX System.
8. Team notification When a Team agent submits a Solution Transfer Agreement to IX for approval, IX notifies all Team members and provides them with copies of the proposed agreement. Team members may object to IX approval of the Solution Transfer Agreement on the grounds that it does not share the reward equally among team members.