Blue Globe Innovation Challenge Agreement
By ticking accept the “terms and condition” box when registering and proceed to the submit a response to this Challenge, this Challenge Agreement ("Agreement") will be a valid and binding agreement between you and Blue Globe Innovation. Please print and keep a copy of this AGREEMENT. No provisions you may have agreed to that are specific to any other individual Blue Globe Innovation Challenge will apply.
1. Proposed Solutions. As a Competitor you may submit to Blue Globe Innovation your idea (your "Proposed Solution") to the Blue Globe Innovation Ideation Challenge to which this AGREEMENT relates. Blue Globe Innovation will make reasonable efforts to transmit Proposed Solutions to Ideas-Seeker, however, nothing herein shall be construed as requiring Blue Globe Innovation to transmit every Proposed Solution to the Idea-Seeker. In addition, by submitting your Proposed Solution you thereby agree to provide reasonable assistance and additional information concerning your Proposed Solution to Blue Globe Innovation or the Idea-Seeker, if requested.
2. Acceptance of Proposed Solution and License to Use. Blue Globe Innovation will notify you within a commercially reasonable period of time after the end of the Time Period set forth in the Challenge Statement whether your Proposed Solution has been selected by Idea-Seeker for an Award. The Idea-Seeker will judge all Proposed Solutions transmitted by Blue Globe Innovation to Idea-Seeker against the guidelines set out in the Challenge Statement and determine, in its sole discretion, which Proposed Solution best addresses the Challenge Statement guidelines. The Idea-Seeker has absolute and sole discretion to determine whether to accept your Proposed Solution, or any Proposed Solution, and whether to make an Award, or multiple Awards. Competitor acknowledges and agrees that Blue Globe Innovation is not responsible for and has no liability for selection of a winning Competitor. Competitor further agrees to hold Blue Globe Innovation legally harmless with regard to any claims in regard to selection of a winning Competitor. Competitor agrees to hold Blue Globe Innovation legally harmless for any advice it may provide as to the quality or suitability of submitted solutions and agrees to waive any claim against Blue Globe Innovation for Competitor's failure to win an award. The meeting of the Challenge Statement guidelines does not automatically mean that the Proposed Solution will be eligible for an Award. Unless otherwise provided for herein proposed Solutions must NOT contain or include ideas, concepts, solutions or technology in respect of which a third party owns or controls the intellectual property. Proposed Solutions and descriptions thereof may not include trademarks or trade names of corporations or entities without the permission of their owners. By entering, you represent and warrant that:
· your entire Proposed Solution is an original work by you and you have not included third-party content (such as writing, text, graphics, artwork, logos, photographs, dialogue from plays, likeness of any third party, musical recordings, clips of videos, television programs or motion pictures) in or in connection with your Proposed Solution, unless (a) otherwise requested by the Idea-Seeker and/or disclosed by you in your Proposed Solution, and (b) you have either obtained the rights to use such third-party content and to grant the rights to use that you have granted to Idea-Seeker hereunder or the content of the Proposed Solution is considered in the public domain without any limitations on use;
· unless otherwise provided for herein no person or entity other than you has any right, title or interest in any part of your Proposed Solution;
· unless otherwise disclosed in the Proposed Solution, the use thereof by Idea-Seeker or its licensees, or the exercise by Idea-Seeker of any of the rights granted by you under this Agreement, does not and will not infringe or violate any rights of any third party or entity, including, without limitation patent, utility model, design, copyright, trademark, trade secret, defamation, privacy, publicity, false light, misappropriation, intentional or negligent infliction of emotional distress, confidentiality, or any contractual or other rights;
· you have all the rights, licenses, permissions and consents necessary to submit the Proposed Solution and to grant all of the rights that you have granted to Idea-Seeker hereunder, including the right for Idea-Seeker to use/have used and develop/have developed derivative works of and from the Proposed Solution;
· all persons who were engaged by you to work on the Proposed Solution or who appear in the Proposed Solution in any manner have:
a. given you their express written consent to submit the Proposed Solution for unlimited, royalty-free and sublicensable use, exhibition and other exploitation in any manner and in any and all media, whether now existing or hereafter discovered, throughout the world, in perpetuity;
b. provided written permission to include their name, image or pictures in or with your Proposed Solution (or if a minor who is not your child, you must have the permission of their parent or legal guardian) and you may be asked by Idea-Seeker to provide permission in writing;
c. no claims for payment of any kind, including, without limitation, for royalties or residuals, and no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Proposed Solution; and
d. not been and are not currently under any union or guild agreement that results in any ongoing obligations resulting from the use, exhibition or other exploitation of the Proposed Solution; and
e. you understand, recognize and accept that Idea-Seeker has access to, may create or has created materials and ideas which may be similar or identical to the Proposed Solution in concept, theme, idea, format or other respects. You acknowledge and agree that Idea-Seeker shall have the right to use such same or similar materials, and that you will not be entitled to any compensation arising from Idea-Seeker's use of such materials. In the event that your entry is identical or similar to the Proposed Solution of another Competitor, Idea-Seeker reserves the right, at the sole discretion of the Idea-Seeker, to either score one Proposed Solution higher than the other subject to the Challenge Statement guidelines or to randomly choose a Proposed Solution from all of those submitted which respond to the Challenge Statement guidelines.
By entering, you agree that: (i) all Proposed Solutions will not be returned; (ii) Idea-Seeker (and its authorized representatives) have the unlimited right to alter and/or edit the Proposed Solution or any part or element thereof; and (iii) Idea-Seeker and its licensees, successors and assigns have the right to use any and all Proposed Solutions, and the names, likenesses, voices and images of all persons appearing in the Proposed Solution, for future advertising, promotion and publicity in any manner and in any medium now known or hereafter devised throughout the world in perpetuity.
All intellectual property rights, if any, in the idea or concept demonstrated by the Proposed Solution will remain with the Competitor. By submitting a Proposed Solution to this Challenge, each Competitor grants to both Blue Globe Innovation and the Idea-Seeker a PERPETUAL, WORLDWIDE, royalty free, non-exclusive AND SUBLICENSABLE license in respect of THE PROPOSED SOLUTION AND all such intellectual property rights, if any, in the idea or concept demonstrated by SUCH Proposed Solution for the purposes of commercial exploitation of the idea or concept demonstrated by the Proposed Solution. Notwithstanding THE FOREGOING LICENSE, The Competitor retains ownership of the PROPOSED SOLUTION.
Please also be aware that your Proposed Solution may not be acknowledged and will not be received or held "in confidence" and your Proposed Solution does not create a confidential relationship or obligation of secrecy between you and any of the entities involved in this Challenge.
3. Payments. If an Idea-Seeker Accepts your Proposed Solution, the payment amount (called an "Award") specified in the Blue Globe Innovation Challenge posted on the Service by a Idea-Seeker (or, in the case of partial payments of Awards, a "Revised Award Amount", if applicable) shall be paid to you by Blue Globe Innovation within approximately thirty (30) days after occurrence of each of the following: 1) you are notified by Blue Globe Innovation of your Proposed Solution’s Acceptance, and 2) the completion of certain verification procedures by Blue Globe Innovation, and review and acceptance of such results by Idea-Seeker, and 3) Blue Globe Innovation’s receipt of Award payment from the Idea-Seeker. Payment of any Award is conditioned upon your cooperation with Blue Globe Innovation's verification procedures. The Award will be paid to you locally, in U.S. Dollars, or if required by your local law, in your local currency equivalent based on the foreign exchange rate in effect on the date of the disbursement by Blue Globe Innovation. Blue Globe Innovation is not responsible for payment of any Award, or any part of any Award, to any party other than to the Competitor through whom the Proposed Solution was submitted to the Service. You understand that the Award represents a complete payment, net of any transfer fees and any local taxes that Blue Globe Innovation may be required to withhold, for any Accepted Proposed Solution and that you are not entitled to any other compensation of any kind. If local law does not require withholding of taxes, all taxes on Awards shall be your sole responsibility.
Competitors should not register with multiple e-mail and/or street addresses. In the event of a dispute as to any Proposed Solution, the authorized account holder of the email address used to enter will be deemed to be the person who submitted the Proposed Solution. The authorized "account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address.
5. Representations and Warranties. You represent and warrant that:
· All information provided by you regarding yourself and, if applicable, your business ("Competitor Information") is true, accurate, current, and complete information and you will maintain and update the Competitor Information to keep it true, accurate, current and complete.
· If you are an individual representing a business or other entity, you are authorized to enter into this Agreement on behalf of that business or entity.
· Unless otherwise disclosed in the Proposed Solution, you are the owner of the Proposed Solution and the Proposed Solution does not infringe or violate any patent, copyright, trade secret, trademark or other third-party intellectual property right.
· You have the right to grant the license in the Proposed Solution as required by Section 2 of this AGREEMENT.