TERMS OF USE

Last updated: 1 December 2020

These terms of use (“Terms of Use”) describe the terms and conditions applicable to the use of the www.innocentive.com website (the “Site”) and the InnoCentive Challenge Center services (“Services”) which are both provided by Wazoku Limited. Your access to and/or use of the Site and/or such Services forms a legally binding contract with Wazoku Limited, a company incorporated in England and Wales under number 07540637 whose registered office is at St Magnus House, 3 Lower Thames Street, London, England, EC3R 6HD (“Wazoku” or “us”) based on these Terms of Use. PLEASE READ THE FOLLOWING CAREFULLY. If you do not accept the Terms of Use as stated here, do not use the Site and/or the Services.  Wazoku may revise these Terms of Use at any time by posting an updated version to this Web page.

  1. The Services. This  Site provides Services whereby entities with business, technical, engineering, scientific, logistical, manufacturing, or mathematical problems (“Seekers“) may post such problems (“InnoCentive Challenges” also referred to as InnoCentive Challenge Statements) via the Services for the purposes of an entity or individual registered as a ‘Solver’ in accordance with section 3 below (“Solver”) providing proposed solutions to such InnoCentive Challenge(s) via the Services (“Proposed Solutions”) and for Seekers to view and select such Proposed Solutions, as applicable. Seekers may offer a payment amount (each, an “Award“) for Proposed Solutions, which the Seeker deems acceptable (“Accepted Solution(s)“) based upon the structure of the challenge. Seekers may be commercial enterprises, not-for-profit organizations, local, state, or government agencies (including agencies of the UK or US government), or other entities. Each challenge type has differing levels of difficulty, and information required from Solvers. Some InnoCentive Challenge Statements only request limited information from Solvers, but others contain detailed criteria for Accepted Solutions, such criteria located in password-protected areas of the Services (“Project Rooms”). By using this Site and/or the Services, you acknowledge and agree that Wazoku does not control in any manner the nature, quality, legality or timing of InnoCentive Challenges. You agree that Wazoku is a neutral forum for InnoCentive Challenges and Solvers’ Proposed Solutions. Wazoku desires to make your use of this Site and/or Services enjoyable, and will endeavor to keep postings related to the results of Proposed Solutions and Awards paid as current as possible. However, we do not guarantee that the postings or content on this Site and/or Services will be current at all times. Furthermore you understand that you may create a Proposed Solution for an InnoCentive 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 and/or Services to reflect such payment. If you are a Seeker user, you will be granted additional rights to review the submitted Proposed Solutions for the InnoCentive Challenges submitted via the Services by the Seeker that invited you.These Terms apply to any access to and/or use of the Site and/or Services and whether or not you register as a Solver, participate in an InnoCentive Challenge, submit a Proposed Solution and/or are just using the Site and/or Services as a Seeker user.
  2. Eligibility. The Site and/or Services are 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 and/or Services. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, you may not use this Site and/or Services.
  3. Solver Registration and Eligibility. To be eligible to participate in and provide Proposed Solutions for InnoCentive Challenges (as further described below) and access information in the Project Rooms, you must register as a Solver and agree to the additional terms and conditions set forth in the applicable ‘Challenge Specific Agreement’ that applies to the individual InnoCentive Challenge (“Challenge Specific Agreement”) and, where applicable, agree to the Team Agreement (where you are participating in an InnoCentive Challenge as a team of Solvers. You may cancel your registration as a Solver at any time by contacting support@wazoku.com. As part of the registration process, you will be asked to select a password and will use your email address for your login name. You agree and are responsible for ensuring that your registration information is complete and accurate.
  4. Log In. You may not share log in details and/or passwords with any other user or Solver. You may not disclose or share your password to any third parties or use your password for any unauthorized purposes. You agree to notify Wazoku at support@wazoku.com 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).
  5. Others’ Information. Wazoku does not guarantee the accuracy of the Site and/or Services or ownership of any information in an InnoCentive Challenge Statement or the availability of any Award, unless otherwise stated in an InnoCentive Challenge Statement. While Wazoku believes such information to be posted in good faith, Wazoku does not control the information provided by others that is made available through the Site and/or Services. Other user’s information may be inaccurate. You agree to look solely to the Seeker for any claims you may have regarding their information. If you have a dispute with another user of the Services, you hereby release Wazoku from all claims of any kind arising out of such dispute. If you are a California resident, you waive California Civil Code, Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
  6. Your Information.
    You may have the opportunity to communicate with other users. Any information you provide to Wazoku or other users during your registration and/or use of the Site and/or Services, in any public message area, through any mail feature, or otherwise generated out of your use of the Site and/or Services, is subject to the following:

    1. You are solely responsible for the content of your information, postings, or Proposed Solutions. Wazoku acts merely as a conduit for the distribution and/or publication of that information. Wazoku reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if Wazoku believes information is inappropriate for the Site and/or the Services, may create liability for Wazoku, or may cause Wazoku to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers.
    2. You agree that your information will be accurate and will not, to the best of your knowledge: (i) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (i) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or (ii) be libelous, unlawfully threatening, or unlawfully harassing.
    3. You may be asked to make legally binding warranties and representations to Wazoku and the Seeker in relation to a Proposed Solution that you submit.
  7. Privacy. Wazoku will only use your personal information in accordance with its Privacy Policy found here https://www.wazoku.com/privacypolicy/
  8. Additional Conditions Regarding Proposed Solutions. If you submit a Proposed Solution in response to an InnoCentive Challenge Statement, you agree that you are the owner of the submitted Proposed Solution and that you are legally free to make the disclosure and to convey the intellectual property rights being offered to the Seeker. You also agree that your Proposed Solution is subject to the additional terms and conditions in the relevant Challenge Specific Agreement.
  9. Payment of Awards. Payment of Awards to Solvers will be handled in accordance with the terms set forth in the InnoCentive Challenge Statement. The conditions for qualifying for a particular Award shall be as set forth on the Services in connection with that particular InnoCentive Challenge Statement and Award and may include a list of excluded solutions. The decision as to qualifying criteria and conditions and whether to accept a Proposed Solution is entirely within the discretion of the Seeker.
  10. Ownership and Limited License.
    1. Wazoku and its licensors shall retain all ownership and all intellectual property rights in the Site and Services and all underlying software and applications used to provide the Services (and any updated thereto). All content generated by, included and/or displayed on the Site and/or the Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Wazoku or its Seekers and protected by UK and international copyright laws. The compilation of all content on this Site and/or Services is the exclusive property of Wazoku and protected by UK and international copyright laws. All software used on this Site and/or Services is the property of Wazoku or its software suppliers and protected by United Kingdom and international copyright laws.
    2. Wazoku grants you a nonexclusive, revocable right to use the Site and/or Services (and in the case of Seeker users, limited to the applicable Services subscription period as permitted in the separate agreement between Wazoku and the Seeker that invited you), provided that you do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site and/or Services in any manner or form except that you have the right to modify your self- generated content on the Site and/or Services. The license granted to you by Wazoku is a limited license to access and make personal use of this Site and/or Services and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Wazoku. Except as set forth in Section 8(b), this license does not include any copying or distribution, resale or commercial use of this Site and/or Services or its contents; any collection and use of any Challenge listings, descriptions, or Awards; any derivative use of this Site and/or Services or its contents; any downloading or copying of Challenge information for the use or benefit of another; or any use of data mining, robots, or similar data gathering and extraction tools. This Site and/or Services or any portion of this Site and/or Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Wazoku. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including Challenge descriptions, images, text, page layout, or form) of Wazoku without express written consent. You may not use any meta tags or any other “hidden text” utilizing Wazoku’s name or trademarks without the express written consent of Wazoku. Any unauthorized use terminates the permission or license granted by Wazoku. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of innocentive.com so long as the link does not portray Wazoku, or its products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any Wazoku logo or other proprietary graphic or trademark as part of the link without express written permission  Wazoku may terminate your access to and use of the Services at any time in the event you breach any of the terms of these Terms of Use. Where you are a Seeker user, Your right to use the Seeker specific functionality of the Services will automatically terminate when the relevant Seeker’s subscription to the Services terminates.
  11. Compliance with Rules. You agree not to (a) use any device, software or routine to interfere with the proper working of the Site and/or Services or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information; (b) take any action (including without limitation, spamming) that imposes an unreasonable load on our infrastructure; and/or take any actions which may undermine the integrity of our system or the Services, such as: leaving feedback or ratings for yourself; using the Site and/or Services in violation of local, state, national or international law; and/or 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 Wazoku expressly disclaims any liability or responsibility thereto.
  12. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, THE SITE AND SERVICES ARE PROVIDED “AS IS”. WAZOKU MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RESPECTING THE SITE OR SERVICES AND WHETHER ARISING BY STATUE OR OTHERWISE IN LAW, FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE WHICH ARE HEREBY EXCLUDED.
  13. Limitation of Liability and Disclaimer. Wazoku has no control over, and is not responsible for the acts or omissions of Seekers, or the quality or legality of the Proposed Solutions sought thereby. Wazoku does not warrant or guarantee the accuracy or completeness of any InnoCentive Challenge Statement, nor endorse any Seeker. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAZOKU SHALL (A) NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) YOU SUFFER OR INCUR AS A RESULT OF THIRD-PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES; AND (B) UNDER NO CIRCUMSTANCES WILL WAZOKU BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY CLAIMS, LOSSES OR DAMAGES IN EXCESS OF £100 REGARDLESS OF THE CAUSE. NOTHING IN THESE TERMS OF USE SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE, FOR FRAUD OR FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. You agree that you will be responsible for, and at Wazoku’s request defend Wazoku from, third party claims arising out of information you provide to Wazoku for publication or any breach by you of these Terms of Use. 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 the Site and/or Services must be filed within one (1) year after such claim or cause of action accrues or be forever barred.
  14. Harmful Substances. PLEASE NOTE THAT UNDERTAKING WORK RELATED TO INNOCENTIVE CHALLENGE STATEMENTS POSTED ON THE SERVICE MAY REQUIRE THE USE OR SYNTHESIS OF BIOLOGICS OR CHEMICALS THAT COULD BE BACTERIALLY MUTAGENIC, TOXIC, CARCINOGENIC OR OTHERWISE HARMFUL TO YOU AND ANYONE ELSE THAT IS EXPOSED TO THEM, AND YOU UNDERTAKE THE CREATION OF SUCH PROPOSED SOLUTIONS AT YOUR OWN RISK.
  15. Other Contracts, Confidentiality, and Indemnification. You agree that you will not upload or input through the Services or otherwise disclose to Wazoku or its affiliates, or to any Seeker, any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. You agree that you will not discuss any confidential information of your own, other parties, or the Seeker related to any InnoCentive Challenge and/or any Proposed Solutions, unless you are specifically working within the confines of a Project Room through the Site and/or Services. All information in Project Rooms shall be deemed “confidential information” for purposes of this Section 15. Should your participation in the Services be found to breach legal obligations you may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 15, you agree to defend, indemnify and hold harmless Wazoku and Seeker, its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.
  16. Third-Party WebSite Links. The Site and/or Services may contain links to Websites operated by parties other than Wazoku. Such links are provided for reference only and Wazoku does not control such Websites and is not responsible for their contents. Wazoku’s inclusion of links to such Websites does not imply any endorsement of the material on such Websites or any association with their operators.
  17. No Third-Party Reliance. You agree that you will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Wazoku. Other than certain Seekers in accordance with the terms of the applicable Challenge Specific Agreement, a person who is not a party to these Terms of Use has no rights under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce, or to enjoy the benefit of, any term of these Terms of Use, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
  18. General. These Terms of Use shall be interpreted in accordance with the laws of the England and Wales (excluding any rules governing choice of laws) and any legal proceeding arising out of these Terms of Use will occur in London, United Kingdom. These Terms of Use will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. These Terms of Use (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Wazoku and you with respect to the subject matter hereof, and you have not relied upon any promises or representations by Wazoku with respect to the subject matter except as set forth herein. You shall not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law. The governing language of these Terms of Use, each Challenge Specific Agreement, and the Privacy Policy is English.