1. WHAT WE MEAN TO EACH OTHER.
HiddenGenius offers an interactive online platform ( “Platform” ) that is primarily accessed via the Website, that enables members to “Spark” a technology competition by posting online requests for the development of a technology ("Competition"); to sponsor a prize purse for a Competition; to participate in an interactive community to shape the goals and rules of the Competition; and to compete as a company to win a Competition. Together our community will create amazing technology competitions that will improve the world. These Terms are a legal contract between you and HiddenGenius that governs your use of the Website and the Platform. Depending on how you use the Website and the Platform, you may be subject to the following additional agreements as may be amended from time to time, which are made a part of these Terms and that you are bound by all of the agreements and policies that apply to you by reference:
- Spark and Shaper Guidelines
- Sponsor Guidelines
- Competitor Guidelines
- Investor Guidelines
- Media Guidelines
- The Official Rules of a Competition
2. REGISTERING, CREATING AND TERMINATING AN ACCOUNT.
3. HOW COMPETITIONS WORK.
All Competitions are Sparked, Sponsored, and Shaped by HiddenGenius Community Members. All competitions are subject to HiddenGenius’s screening policies regarding the advancement of a competition idea (Spark) through a completed competition. More information can be found on HiddenGenius Stages and Milestones page. The Official goals, rules, and policies published at the Website pertaining to the applicable Competition and decisions made by Facilitators and Referees are also part of this screening process. You agree that Facilitators, Referees, HiddenGenius, and HiddenGenius staff incur no liability for the development, execution, or results of a competition, which is initiated and developed by the Member community. You further agree that, by nature, the successful results of a technology competition cannot be guaranteed, and accept this possibility. HiddenGenius may cancel, interrupt, or suspend a Competition at any time for any reason.
4. HOW PRIZES ARE AWARDED AND FUNDED.
The Website allows Members to Sponsor technology competitions. Each Competition is unique, and may be subject to its own rules as determined by the Sparker, the community, and HiddenGenius staff. Sponsored funds are used by HiddenGenius to operate the competition and to create a monetary prize for the winning Competitor who has delivered a technology which meets the goals, rules, and other obligations of the Competition. Sponsorship is considered a donation. A donation is not an investment, and the person who makes the donation receives no right to any financial return, and no ownership interest in any competitor, idea, technology, or product. For some Competitions, when expressly permitted by HiddenGenius, Members may have the option to purchase the winning technology with a portion of their Sponsorship applied as a credit to that purchase. This purchase option will only be valid when it is clearly outlined in the competition details. HiddenGenius reserves the right to change its Sponsorship process at any time for any reason. If you are under the age of eighteen (18), you agree that you must act with the involvement of a parent or guardian in order to sponsor a Competition, or make a monetary donation, or purchase technology.
Prizes will be Awarded to Competitors that have legitimately reached the objective and merit-based goals and Competition milestones in accordance with the rules, policies, and obligations of a particular technology Competition which has been officially launched by HiddenGenius. This may include verification by HiddenGenius, Competition referees, and any other resource HiddenGenius selects. The Award process for each Competition may be different based on the needs of that Competition. HiddenGenius reserves the right to change its Award process at anytime for any reason. HiddenGenius reserves the right to choose, in its sole discretion, the means by which it transfers prize money to a winning Competitor.
HiddenGenius takes the verification of a winning Competitor very seriously and fully supports the community referees in their verification process. However, HiddenGenius, referees, and any other member of the community are not responsible for false representations by Competitors, or errors of any sort in the verification process. Competitors are solely responsible for the accuracy of the information they submit for verification.
HiddenGenius is also not responsible, or liable in any way, for the design of the Competitions by Members of the community. The goals, milestones, rules, and other details of these Competitions are developed by Members collectively. Competitors and Sponsors agree that Shapers of these competitions are not responsible for any negative or unintended consequences of a Competition.
5. CONTENT ON THE WEBSITE and INTELLECTUAL PROPERTY (“IP”) – OURS, YOURS, AND THEIRS
The Website will contain information generated by HiddenGenius, Members, Competitors and Third Parties. The ownership rights of the content are as follows:
Unless otherwise noted, (i) all text, content and documents available via the Website and Platform, including, any videos, names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in and used to operate the Website, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Website (the
), and (ii) all intellectual property and processes developed by HiddenGenius for the operation of the website and the hosting of Competitions (
), are owned by HiddenGenius or used with permission or under license from a third party (each an
), and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between HiddenGenius and you, all right, title and interest in and to the Content will at all times remain with HiddenGenius and/or the Owners. All brand names, product names, titles, slogans, logos, or service names and other marks used on the Website are registered and/or common law trade names, trademarks or service marks of HiddenGenius or the applicable Owner.
HiddenGenius grants you a non-exclusive, limited, personal, non-transferable, revocable license to access and use the Website and Platform, the Content and User Content, for your personal use, with no right to sublicense.
User Content – Members who Spark, Shape or Sponsor a Competition.
The Website’s purpose, and the process of Sparking, Shaping, Sponsoring, and Supporting a competition, is to identify a technological need, and to give visibility to anyone who has an idea to Spark a technology Competition, to entrepreneurs and technologists to address these stated needs, and to the world at large to provide resources to enable innovators to address these challenges. The process of Sparking, Shaping, Sponsoring, and Supporting a competition is considered the identification of a technology need and are not considered as providing the specific technology solution for addressing that need. Consequently, Members that Spark, Shape, Sponsor, and Support competitions do not retain any proprietary intellectual property rights in any technology or product developed in response to the Competition.
When participating in Sparking, Shaping, Sponsoring or Supporting a Competition, you, as a User, will be submitting ideas, concepts, and other materials ( "Submitted Ideas" ). In the course of using the Website and Platform you may post, receive or transmit certain text, images, data, comments, videos, ( "User Content" ).
- You own your content. You own all of the Submitted Ideas and User Content and information you post on HiddenGenius, but we need certain licenses to be able to perform the services we offer on the Website.
- We can use, and change, the Submitted Ideas and User Content. You grant to us, and others acting on our behalf, the worldwide, non-exclusive, fully paid, perpetual, irrevocable, royalty-free, sublicensable, transferable and assignable right to use, perform, exercise, reproduce and commercialize the copyright, publicity, trademark, and database rights with respect to your Submitted Ideas and User Content, and the right to exploit, modify, translate, reformat, excerpt, or delete such Submitted Ideas and User Content.
- Competitors may use the User Content to develop technology. You grant to Competitors the worldwide, non-exclusive, fully paid, perpetual, irrevocable, royalty-free, sublicensable, transferable and assignable right to use, exercise, reproduce and develop the Submitted Ideas and User Content. You agree that you have no rights in any technology or product designed in response to Submitted Ideas or User Content. The only exception to this policy is confidential IP disclosed privately and directly between a member and competitor after the parties have executed an appropriate disclosure agreement. HiddenGenius is not liable in any way for the transfer or disclosure of such information in these agreements.
- You will not submit or post anything for which you don’t have the rights, or that will violate someone else’s rights, and you are responsible for paying any royalties or licensing fees related to Submitted Ideas or User Content. You represent and warrant that: (i) you own the User Content transmitted or otherwise have the right to grant the licenses set forth in this section, (ii) Submitted Ideas or User Content does not violate the privacy rights, publicity rights, copyright rights, intellectual property rights, or any other rights of any person, and (iii) the transmitting of User Content does not result in a breach of any contract between you and a third party. You agree to pay for all royalties, fees and any other monies owing any person by reason of any User Content transmitted by you.
- You are responsible for your content. All User Content is the sole responsibility of the person from whom the content originated.
- We are not responsible for your mistakes. HiddenGenius is not liable for any errors or omissions in any User Content or Submitted Ideas.
- We control the content on the Website and Platform. HiddenGenius has the right, at any time for any reason, to (i) remove or edit any content including User Content; or (ii) remove or block any user or submission of User Content.
Competitor Content - Competitor IP rights.
- Competitors own their IP. All technology, and the intellectual property rights associated with technology that is developed by a Competitor in the course of competing in a Competition, including technology that incorporates User Content ( “Competitor IP” ), is owned by such Competitor.
- HiddenGenius can reproduce Competitor IP that a Competitor makes available on the website. As part of participating in a Competition, a Competitor may disclose certain aspects of the technology and intellectual property that it has developed to respond to the Competition. Each Competitor grants to HiddenGenius, and others acting on our behalf, the worldwide, non-exclusive, fully paid, perpetual, irrevocable, royalty-free, sublicensable, transferable and assignable rights of publicity and the right to disseminate such disclosed Competitor IP on the website. Competitors are solely responsible for the information and IP they disclose publicly and are responsible for taking appropriate actions to protect their intellectual property prior to any disclosure.
- Competitors must honor the intellectual property rights of others. Each Competitor agrees that it will not claim rights to intellectual property not specifically developed by it, including User Content or other intellectual property or ideas which have been openly and freely given by others. A Competitor is responsible for paying any royalties or licensing fees related to its Competitor IP. Each Competitor represents and warrants that: (i) it owns the Competitor IP transmitted or otherwise identified by it on the website as its intellectual property, or it otherwise has the right to grant the licenses set forth in this section, (ii) Competitor IP does not violate the privacy rights, publicity rights, copyright rights, intellectual property rights, or any other rights of any person, and (iii) the transmitting of Competitor IP does not result in a breach of any contract between you and a third party. Competitor agrees to pay for all royalties, fees and any other monies owing any person by reason of any Competitor IP transmitted by you. Competitors are responsible for Competitor IP. All Competitor IP is the sole responsibility of the Competitor from whom the content originated.
Third Party Content.
You may be able to link to websites owned by other people ( "Third Party Websites" ), and from time to time the Website or Platform may access Third Party Websites in order to access your content. You acknowledge that you may receive content from third parties (including other Members and Competitors, or from links that other Members post to other websites) ( “Third Party Content” ). You agree that you access Third Party Websites and Third Party Content at your own risk. HiddenGenius does not control or endorse those sites, and shall in no way be liable for any Third Party Content or Third Party Website. In order to access Third Party Websites, the Website may request the username and/or password for such Third Party Website. You warrant that you have the authority to provide the Website such information and hereby grant HiddenGenius the right to use such information to access your content. HiddenGenius does not guarantee that any such access will continue or be uninterrupted through your use of the Website and the Platform.
We are not an archive.
This Website is not and shall not function as an archive. HiddenGenius shall have no liability to you or any other person for loss, damage, or destruction to your Personal Information, Submitted Ideas, User Content or Competitor IP. You shall be solely responsible for maintaining independent archival and backup copies of your information of whatever type.
6. WHAT YOU MAY, AND MAY NOT, DO WITH THE CONTENT.
HiddenGenius is a community actively engaged in innovating to make the world a better place, starting with how we treat each other. You are permitted to use the Website for lawful purposes as provided in these Terms. All users may post content on our site, as long as it is not “Prohibited Content”. Only the person posting that content is responsible for it. You may post links to the content on social media.
You agree that you will not post any “Prohibited Content” , which means content that
- Hurts people, including content that is threatening, obscene, patently offensive, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person; is defamatory or libelous; provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
- You know is false or misleading;
- Involves the transmission of unauthorized advertising or promotional material or any junk mail, phishing emails, chain letters, or unsolicited mass mailing or spamming;
- Promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; or
- Provides instructional information about illegal activities, including but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses.
You may not engage in any of the following activities with respect to the Content, doing so may give rise to criminal or civil liability:
- Don’t steal or usurp the Content. Don’t copy, retransmit, modify, sell, exploit, display, or otherwise distribute any part of the Content. Don’t copy another person’s copyrighted work. Don’t use any tradename, trademark, or brand name of HiddenGenius in metatags, keywords and/or hidden text. Don’t create derivative works from the Content or commercially exploit any part of the Content in any way. Don’t mirror or frame the Website or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages. Don’t use any portion of the Website or Platform or the Content in any manner that may give a false or misleading impression, attribution or statement as to us or any other third party. Don’t alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Content.
7. OTHER THINGS YOU MAY NOT DO
- Don’t do anything criminal. Don’t use the Website to conduct or promote any illegal activities.
Don’t interfere with the operation of the Website, the Platform, or our infrastructure, or that of our third-party providers, including:
- Don’t interfere with or disrupt any servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or Platform;
- Don’t attempt to reverse engineer or jeopardize the correct functioning of the Website or Platform, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Website or Platform, or for any other reason;
- Don’t try to damage or get access to, or bypass, security measures or attempt to gain access to secured portions of the Website or Platform to which you do not possess access rights, or to data, passwords or other information whether it belongs to HiddenGenius or another party;
- Don’t upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
- Don’t do anything that imposes an unreasonable load on our infrastructure or on our third-party providers; we reserve the right to determine what’s reasonable in our sole discretion;
- Don’t use the Website or Platform to generate unsolicited email advertisements or spam;
- Don’t use any high volume automatic, electronic or manual process to access, search, monitor, mine or harvest information from the Website or Platform (including without limitation robots, spiders or scripts) or copy any static or dynamic web page on the Website or the Platform or the Content contained on any such web page for commercial use without our prior express written permission;
- Don’t victimize anyone. Don’t use the Website or Platform to stalk, harass or harm another individual, or impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity. Don’t misuse any personal information (including things like name, email address, postal address) that may be provided by any person as part of someone’s participation on the Website or Platform or in a Competition.
You use the Website at your own risk. You agree to use the Website in a manner consistent with any and all applicable laws and regulations. You may encounter content that you find objectionable, offensive, harmful or deceptive; under no circumstances will HiddenGenius be liable in any way for any User Content or Third Party Content.
8. HIDDENGENIUS’s RIGHTS.
HiddenGenius reserves all rights not expressly granted to you. HiddenGenius also reserves the following rights:
- HiddenGenius may make changes to the Website and the Platform, and these Terms, at any time, without notice or liability.
- We have the right to decide who can use the Website and Platform. We can cancel accounts, change our eligibility criteria, block access to the Website and Platform, and block your IP address, in each case at any time without notice. If the services we provide on the Website or Platform are prohibited by law where you live, then we hereby revoke your right to use the Website and Platform in that jurisdiction.
- We have the right to withdraw services at any time, for any reason.
- We have the right to remove User Content and Submitted Ideas, Competitor IP, and Third Party Content.
HiddenGenius is not liable for damages as a result of any of the actions listed above, and it is our policy not to comment on the reasons for such action.
Except as expressly provided herein, nothing on the Website or Platform shall be construed as conferring any license under HiddenGenius’s intellectual property rights, whether by estoppel, implication or otherwise.
9. UNITED STATES ONLY.
HiddenGenius makes no representations that the Website or Platform is appropriate or available for use in other locations. Those who access or use the Website or Platform from other jurisdictions do so at their own volition and are responsible for compliance with local law.
10. DISPUTE RESOLUTION AND GOVERNING LAW.
WITHOUT LIMITING THE FOREGOING, THE CONTENT AND ALL OTHER FEATURES ON THE WEBSITE AND PLATFORM ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT, OR OTHER WARRANTIES IMPLIED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN HIDDENGENIUS HEREBY GRANTS THE MINIMUM EXPRESS OR IMPLIED WARRANTY REQUIRED BY SUCH APPLICABLE LAW. ADDITIONALLY, HIDDENGENIUS DOES NOT MAKE ANY WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT YOUR USE OF THE PLATFORM WILL MEET YOUR EXPECTATIONS, OR THAT ANY CONTENT IS CORRECT, ACCURATE, OR RELIABLE. HIDDENGENIUS RESERVES THE RIGHT TO CHANGE ANY PART OF THE PLATFORM OR ANY CHALLENGE AT ANYTIME WITHOUT NOTICE.
12. LIMITATION OF LIABILITY.
13. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”).
HiddenGenius is committed to respecting and protecting the legal rights of copyright owners. The DMCA lays out a system of legal requirements for dealing with allegations of copyright infringement. HiddenGenius complies with the DMCA and adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If you believe any of the Content infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a "DMCA Takedown Notice" ). To be valid, a DMCA Takedown Notice must (i) be provided to HiddenGenius’s designated agent, ( "Copyright Agent" ), as set forth below, and (ii) include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
- Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
HiddenGenius’s Copyright Agent to receive DMCA Takedown Notices is:
Copyright Agent 2005 Research Park Circle Manhattan, KS 66502 firstname.lastname@example.org
For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases or other communications should be directed to the applicable customer service links posted on the Website. You acknowledge that for HiddenGenius to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.
If we are sued because of your actions or inactions, or your breach of your agreements to us in these Terms, you agree to defend, indemnify and hold harmless HiddenGenius, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorney’s fees and other legal costs) arising from: (a) your use of and access to the Website or Platform; (b) your violation of any term of these Terms; or (c) your violation of any third party right, including without limitation any copyright, property, or privacy right. We reserve the right to assume the exclusive defense and control of the matter otherwise subject to this indemnification clause, including choice of attorney, in which case you agree to cooperate with us in asserting our defense. This indemnification obligation will survive these Terms.
15. AMENDMENTS TO AGREEMENT.
HiddenGenius may from time to time modify these Terms and post a copy of the amended Terms on the Website. If you do not agree to (or cannot comply with) these Terms as amended, your only remedy is to stop using the Website and the Platform. You will be deemed to have accepted these Terms as amended if you continue to use the Website after any amendments are posted.
These Terms and other material referenced in them constitute the entire agreement between you and HiddenGenius with respect to the use of the Website and Platform, and supersedes all prior or contemporaneous understandings, communications or agreements, written or oral, between us regarding such subject matter, and govern our future relationship. If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remainder of these Terms shall be in full force and effect. The failure of HiddenGenius to act with respect to a breach of these Terms does not constitute a waiver and shall not limit HiddenGenius’s rights with respect to such breach or any subsequent breaches.
These Terms are personal to you and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control) without HiddenGenius’s prior written consent, and any action or conduct in violation of the foregoing shall be void and without effect. HiddenGenius expressly reserves the right to assign, transfer or delegate any of its rights and obligations hereunder without your consent. HiddenGenius will provide you with a notice conspicuously posted on the Website.