These are the Rules of Participation applicable to all Members (“these Rules”). These Rules are subject to periodic review and Solverboard reserves the right to amend these Rules from time to time where, in Solverboard’s sole discretion, such amendment is necessary or desirable. By submitting any Challenge, Solution or Contribution, each Member is deemed to enter into binding obligations with Solverboard and with other Members in the terms of these Rules.
2. Solverboard will check each Challenge carefully and will only publish a Challenge to the Solverboard Platform if it considers it appropriate, in its complete discretion, to do so. Solverboard also reserves the right to remove, or disable access to, any published Challenge at any time, without notice and without giving any reason, if Solverboard considers it appropriate, in its complete discretion, to do so. Solverboard’s decisions in the exercise of these discretions are final and there is no right of appeal.
3. Members must be, or must be able to nominate a contact person who is, reasonably proficient in using web-based services to be the point of contact with Solverboard for any support issues.
4. The Solverboard Platform shall be used solely for the purposes of posting and assessing Challenges, Solutions and Responses and community forum and blog participation, and for no other purpose.
5. Members are reminded that the Solverboard Platform is an open innovation platform, with the emphasis on the “open”. Accordingly, Members must accept that all Challenges, Solutions and Responses will enter the public domain and that they can have no expectation of privacy or confidentiality. Solutions posted by Solvers are very likely to be published by the Challenger, for review and other purposes, and Solvers must accept that any aspect of their Solution may be copied or used by other Members and/or third parties. Contributions are available to all Members and may likewise be copies or used by Members and/or third parties.
6. All content that Members upload to the Solverboard Platform will be considered non-confidential and non-proprietary. Members retain all of their ownership rights in such content, but grant to Solverboard and to all other Members a limited licence to use, store and copy that content and to distribute and make it available to third parties.
7. Solverboard will not be responsible, or liable to any third party, for the content or accuracy of any content posted by any Member and reserves the right:
8. Every Challenge, Solution and Contribution must:
9. Every Challenge, Solution and Contribution must not:
1. There are three time-based sequential phases to the Solverboard Open Innovation process for Commercial Challenges, all defined by the Challenger when setting the Commercial Challenge. These are:
2. No Member may submit a Solution to their own Commercial Challenge, but Solvers may submit more than one Solution to any Challenge.
3. No Member as an individual may submit a Solution to Commercial Challenges submitted by an organisation to which their account is linked.
4. A Solver may not participate in assessment of any Solution if they have submitted their own Solution(s) in response to the same Commercial Challenge.
5. An individual Member may not participate in assessment of any Solution if any Organisation to which that Member’s account is linked has submitted its own Solution(s) in response to the same Commercial Challenge.
6. A Member may participate in assessment of any Solution if a colleague of their Organisation has submitted a Solution(s) as an individual
7. Solvers can have no expectation that the Challenger will check all of the Solutions which are posted, nor that other Solvers will not post similar (or identical) Solutions to their own which may be selected by the Challenger instead of their own, nor that the Challenger will find any Solution acceptable.
8. Members shall act in good faith to each other and to Solverboard at all times. Members are encouraged to enter into Challenger-Solver dialogue towards successful resolution of Commercial Challenges. Challengers and Solvers may, in appropriate circumstances, agree that a part-solution will attract a partial payment of the agreed fee. In some circumstances a Challenger may only be prepared to pay a reduced fee if it does not believe that the Solution meets all the requirements of the Commercial Challenge but that it nonetheless has some value. A Solver may choose to accept such a reduced fee, but shall not be obliged to, and shall not be obliged to sign an IP Assignment (see paragraph 3 of Section 3 below) unless they have agreed to accept a fee from the Challenger, either the full amount or the reduced fee.
9. Solverboard reserves the right to remove any Commercial Challenge or Solution from the Solverboard Platform, or to suspend a Member’s use of the Service for any period, if it has reason to believe that a Member has used the Solverboard Platform in contravention of these Rules of Participation.
1. The Challenger agrees to pay the successful Solver the agreed fee for any accepted Solution, as specified in the Commercial Challenge, together with any applicable Value Added Tax or other applicable tax or surcharge. The Challenger shall be responsible for the payment of all bank charges, credit card surcharges and other costs or expenses incurred in effecting payment. Solverboard shall notify the Challenger when it has received a duly executed assignment of intellectual property rights from the Solver, in accordance with Section 4 paragraph 3 below, and shall release the assignment to the Challenger when it has either received payment from the Challenger (which will be held in a separate trust account pending release to the Solver) or has been notified by the Solver that it has received payment direct from the Challenger. Any Challenger that pays the Solver before such notification accepts the risk that the Solver may not execute or deliver the assignment.
2. Each Challenger undertakes to each Solver who posts a Solution that it will not use any part of that Solution for any purpose unless it has paid the agreed fee for that Solution.
1. Solvers shall only propose Solutions that are their own original work and shall not copy or plagiarise the work of any third party. Solvers shall only post bona fide Solutions with an objectively realistic prospect of resolving the specific Commercial Challenge and shall not use Solverboard as a general marketing tool for their goods or services.
2. Any Solver who is an employee, director, partner, consultant, member or agent of any third party or who otherwise owes any contractual or fiduciary duty to a third party undertakes that their Solutions will either not include or infringe any intellectual property or other proprietary right of that third party or that any elements of their Solutions that have been created or developed in the course of their work for that third party, or may otherwise belong to that third party, shall be disclosed clearly in their Solutions together with a proposal as to how that element may be used lawfully by the Challenger.
3. Each Solver that posts a Solution undertakes to the Challenger to execute an assignment of the intellectual property in that Solution, in the form “the IP Assignment” in favour of the Challenger if their Solution is accepted by a Challenger, and to deliver it to Solverboard within 7 days of the date of such acceptance, for release to the Challenger once the Challenger has paid the agreed fee for their Solution, as specified in the Challenge, to the Solver. The Solver will execute the IP Assignment using the integrated Docusign digital signature facility or such other electronic signature facility as Solverboard may provide from time to time.
1. Unless the Member has obtained prior written consent from Solverboard:
2. Contributions are not moderated. Solverboard will not be responsible as author, editor or publisher of any Contribution submitted to the Solverboard Platform and expressly excludes liability for any loss or damage arising from the use of the Solverboard Platform by any person in contravention of these Terms, including these Rules. Solverboard reserves the right to remove, or to disable access to, any Contribution which it deems to be in breach of these Terms or these Rules. Members should please notify Solverboard by email to email@example.com if they believe that any Social Challenge or any Contribution has been submitted in breach of these Terms or of these Rules.
3. Minors may only use the Solverboard Platform to post Social Challenges or Contributions with the consent of their parent or guardian. Solverboard advises parents who permit their children to use the Solverboard Platform for these purposes that it is important that they communicate with their children about their safety online. Minors who are using the Solverboard Platform should be made aware of the potential risks to them and of their obligation to comply with these terms when using the Solverboard Platform.
4. By submitting any Social Challenge or Contribution to the Solverboard Platform, the Member grants to Solverboard a non-exclusive licence to use it. Although the Member will still own the copyright in it, Solverboard will have the right to freely use, edit, alter, reproduce, publish and/or distribute it. This licence will be free of charge, perpetual and capable of sub-licence. Solverboard may exercise all copyright and publicity rights in the material contained in it in all jurisdictions, to their full extent and for the full period for which any such rights exist in that material.
1. Each Member agrees not to allow any third party to access the Solverboard Platform.
2. All Members are responsible for their own IT equipment, and Solverboard may stipulate a minimum technical specification for the Challenger’s IT equipment and software.
3. All Members shall act in a responsible manner to preserve the security of the Solverboard Platform including by the use of passwords and by treating as confidential all information received via the Solverboard Platform that does not form part of a Challenge or a Solution.
4. No Member shall use the Solverboard Platform for any unlawful use in any jurisdiction including any purpose involving:
and any Member who breaches this undertaking shall indemnify Solverboard for all claims, costs and liabilities that may result from such breach.
5. Any contracts concluded between Members that relate in any way to any Challenge (other than the undertakings set out in these Rules) is a matter entirely for those Members, and the Solverboard Platform shall not be used in respect of the conclusion, performance or enforcement of any such contract and Solverboard shall have no rights or obligations in respect of any such contract. For the avoidance of doubt, Solverboard does not act as the agent of any Member in operating the Solverboard Platform or in the negotiation or conclusion of any such contract.
6. Solvers are responsible for all income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim in any jurisdiction) arising from or made in connection with any payment received from a Challenger in respect of a Commercial Challenge (“Taxes”) and shall indemnify Solverboard against all claims for Taxes and all related costs, interest and penalties.
7. The undertakings set out in these Rules, and any dispute arising in connection with such undertakings, shall be governed by English Law and the parties submit to the non-exclusive jurisdiction of the English Courts.