CALL FOR IDEAS RULES

(the “Rules”)

This Call for ideas is sponsored by [Sponsor name and address] (the “Sponsor”).

The aim of these Rules is to set out the terms and conditions governing your participation in the Call for ideas. By participating in this Call for ideas, you fully and unconditionally agree to comply with these Rules.  If you do not agree with any of these Rules, do not register for this Call for ideas and do not submit an entry.

• TERM

This Call for ideas start and end dates are stated on the call for ideas website, and is available 24 hours a day 24 hours a day on the dedicated Call for ideas website operated by Agorize at [URL] (“the Call for ideas website”), subject to possible IT maintenance operations. 

• AGREEING TO THE RULES

Any eligible person who is registered on the Call for ideas website and enrolls to participate in the Call for ideas (“Participant” or “You”), is required to review and accept these Rules. By accessing and accepting these Rules, You:

1. enter into a valid and enforceable contractual relationship with the Sponsor regarding participation in the Call for ideas. The registration and enrolment in the Call for ideas does not set up any subordination relationship between the Sponsor and the Participant, and
2.  fully and unconditionally agree to comply with these Rules. Participants express their agreement by checking an online box while enrolling for the Call for ideas.

In case of non-respect of these Rules, the Participant will be immediately disqualified from the Call for ideas and no prize (if any) will be awarded.

• REGISTRATION AND PARTICIPATION IN THE CALL FOR IDEAS

To take part in the Call for ideas, we must receive your completed registration by the end date stated on the Call for Ideas website. To register, the Participant must first have created a user account on the Call for ideas website, and must have truthfully and accurately completed required information, such as full name, email address, etc.

Any registration based on inaccurate, false or incomplete information will result in the Participant’s disqualification. Refusing collection, recording and use of their personal data that is strictly necessary to performing the Call for ideas will result in the Participant’s disqualification. The Participant is solely responsible for the information he/she provides when registering. Any intentional or unintentional mistake, anomaly or inconsistency, regarding this information, may result in the Participant’s disqualification. The Sponsor reserves the right to proceed with all necessary verifications regarding the Participant’s identity, postal and/or email address.

Deletion of a Participant’s user account on the Call for ideas website will be deemed as a withdrawal from the Call for ideas. In this case, the Participant, regardless of whether the deletion results from the Participant’s personal action or not, will not participate in the Call for ideas, and will not obtain any compensation.

You must also have accepted the Rules as well as the Terms and Conditions of Use and the Privacy Policy available on the Call for Ideas website [platform URL], during the creation of your user account and your registration to the Call for ideas.

Registration for and participation in the Call for ideas is free, with no purchase or payment obligation.

• ELIGIBILITY

This Call for ideas is open and offered solely to: [Select applicable categories of Participants]

• Students. Any individual aged eighteen (18) years and/or with full legal capacity, who (i) is currently enrolled at a post-secondary institution or (ii) has recently graduated from a post-secondary institution less than 2 years before the current academic  year, with a student card as verification . Each Student may participate once/several times in the Call for ideas. If the participant is a minor, he/she must provide this authorization signed by a parent or guardian. 

• Individual Participant. Individuals aged eighteen (18) years and/or with full legal capacity at the time of registration. Each Individual Participant may participate once/several times in the Call for ideas.

All the documents that may confirm the Participant’s eligibility may  be required prior to awarding any prizes (e.g. identity document, student card etc.).

This Call for ideas is not open to [list/to be determined on case by case basis]: employees and representatives of the Sponsor and Agorize and the members of their families.

This Call for ideas is void in countries where it is prohibited or restricted by law.

• PURPOSE OF THE CALL FOR IDEAS AND PARTICIPATION

Participation in the Call for ideas must be individual (Individual Participant) or as a team.

• Individuals. Individual Participants must enter the Call for ideas in their individual capacities.

• Teams. Individual Participants may elect to form a team (“Team”) of (X) to (X) members maximum. Each Team member must accept these Rules, by clicking a hyperlink through the Agorize interface. Sponsor may disqualify any Team (and all its members) if one member has not accepted or violates these Rules.

The goal of the Call for ideas is for Participants to submit contributions (or ideas) meeting the requirements determined by the Sponsor in the Call for ideas brief, and that are formalized by deliverables. The brief includes information regarding various deadlines, details of the prizes, Sponsor requirements etc. (the “Brief”). The Brief is accessible through the Call for ideas website.

• DELIVERABLES

During the Call for ideas, Participants may upload any documents or other materials (such as texts, presentations, videos, etc.) relating to their idea to the Call for ideas website in response and as a solution to the Sponsor’s Call for ideas (the “Deliverable”).

To be eligible, Deliverables must (i) address the specific issue set out in the Brief, (ii) be in a common digital format, such as, DOC, DOCX, PDF, PPT, PPTX, KEY, ODT, MP3, MPEG, MOV, MP4, and (iii) be in English or [insert language], and in general terms must comply with these Rules.

If a Deliverable cannot be downloaded, is not in the right format or is incompatible, illegible, or unintelligible, the Deliverable will be disqualified.

By submitting a Deliverable, the following needs must  be respected:

• The Deliverable includes exclusive contributions from an Individual Participant, or  Team.

• Otherwise, if content from a third party has been used in the development of the Deliverable, all rights, authorizations and agreements necessary to submit the Deliverable and grant the rights mentioned herein have been obtained. The existence of uncredited third-party contributions in the Deliverable will result in the disqualification of the Deliverable and the related Participants;

• No other individual and/or entity is entitled to claim any rights from the use of the Deliverable; and

• The content of the Deliverable does not and will not infringe or violate any rights of any third party or entity, including, without limitation, intellectual property rights, privacy, competition law, confidentiality, or any contractual or extracontractual right. All deliverables suspected of any law(s) and/or any third party’s right will be ineligible.

Participants are responsible for and shall bear any costs or expenses associated with preparing and submitting Deliverables. Participants assume all risk for  damaged, lost, late, incomplete, invalid, incorrect or misdirected Deliverables.

• CALL FOR IDEAS PROCESS

Call for ideas Rounds. The Call for ideas consists of several rounds:

• Round of participation. Participants must submit their deliverables from the date of the launch until the end of registration stated on the Call for Ideas website. 

• Round of moderation. The Sponsor (through the dedicated Administrator of the Call for Ideas Website) reserves the right to moderate the deliverables submitted at its sole discretion before moving them to the next stage. 

• Round of public consultation and vote. According to the guidelines below. 

• Round of assessment. According to the guidelines below. 

Once closed (at the end date of the Call for ideas stated on the Call for ideas website), no deliverables edition, assessment or moderation will be accepted anymore. 

Deliverable. If a Participant does not upload a Deliverable on the Call for ideas website before the deadline, this will be considered as a withdrawal from the Call for ideas. The Participant may not join the Call for ideas, and may not obtain any compensation from the Sponsor.

Selection Criteria. Deliverables will be judged according to the Selection Criteria, described below. You agree and acknowledge that the Call for ideas relies on your creativity, capacity, ability, and ingenuity to solve difficult problems. The Call for ideas does not depend, even partially, on chance or luck, and therefore should not be considered as a lottery. Under no circumstances are factors such as appearance, religion, membership in a trade union, political opinions or sexual orientation considered. 

Notification to Participants. Once selection has been completed, The Sponsor will be free to decide when and how Participants will be notified about the progression of their Deliverables through the different rounds.

A. Round of participation 

All Round One Deliverables must be submitted before the date of the end of registration stated on the Call for ideas website. Deliverables must be submitted by Participants in their dedicated participation area, and meet the specifications set out in Section 6, above, and include: [Include description of the Deliverables (the following are given as examples)

• A description of the idea, in a long text format

• An estimated cost of idea implementation 

• A descriptive image of the idea 

B. Round of moderation

Once Participants have submitted their Deliverables, ideas will be moderated in an ongoing manner, to the sole discretion of the Sponsor. During this moderation, the Sponsor reserves the right to discard incomplete Deliverables, with inappropriate, sensitive or confidential content, or to move them to the next round. 

C. Round of public consultation and vote

Deliverables will be available on a dedicated public area on the Call for ideas website. The voters (Sponsor members general public) (the “Voters”) may evaluate a Deliverable and participate in a vote by “liking” the Deliverable. Voters are permitted to assign a single vote per Deliverable.

Except as otherwise provided below, every Deliverable that received a number of (X) likes at some point will get access to the next round. 

Any attempt to cheat, use fake profiles, use third-party applications that enable false voting linked to cheating, or engage in duplicate voting of which the Sponsor becomes aware will result in the disqualification of the idea that received these votes, and in the disqualification of this idea’s Participants, who will not receive any prize or award (if any). The Sponsor’s decision regarding disqualification is final and its decision may not be contested by Participants involved in the idea in question or in any other Participant.

D. Round of assessment (criteria-based assessment)

Deliverables will be available on a dedicated and confidential area on the Call for ideas website. The assessment owners (Sponsor members general public) (the “Assessment Step Owners”) may evaluate a Deliverable and participate in an assessment by grading Deliverables on the below criteria: 

• Innovation: How innovative is the solution in its use of new or existing technology to solve the problem described in the Brief? Are there other solutions available and if so, how does this differentiate from them? 
• Relevancy: How well does the Deliverable respond to the specific need(s) set out in the Brief?
• Feasibility: How feasible is the solution to put into practice? Does the solution make sense financially? Will the solution be sustainable over the long term?
• Impact: What is the scale of potential social impact? How broad is the impact? How many people will your solutionreach? How significant is the impact?
• Clarity: How well do you articulate your solution and the potential impact it will have on society or business?

Except as otherwise provided below, every Deliverable that received an average grade of (X) by Assessment Step Owners will get access to the next round (if any). 

Any attempt to cheat, use fake profiles, use third-party applications that enable false voting linked to cheating, or engage in duplicate voting of which the Sponsor becomes aware will result in the disqualification of the idea that received these votes, and in the disqualification of this idea’s Participants, who will not receive any prize or award (if any). The Sponsor’s decision regarding disqualification is final and its decision may not be contested by Participants involved in the idea in question or in any other Participant.

D(bis). Round of assessment (investment-based assessment)

Deliverables will be available on a dedicated and confidential area on the Call for ideas website. The assessment owners (Sponsor members general public) (the “Assessment Step Owners”) may evaluate a Deliverable and participate in an assessment by grading Deliverables on the below criteria: 

Les votants (membre de la Société organisatrice, de la communauté Agorize ou du grand public) (ci-après les « Votants ») peuvent évaluer les Livrables et participer à un vote par investissement, en investissant de l'argent virtuel dans les Livrables des Participants. 

Les Livrables qui ont reçu plus de X accéderont alors à l’étape suivante. 

Toute tricherie, utilisation de faux profils, utilisation d'applications tierces permettant un faux vote ou des votes multiples, ou tentative de vote frauduleux, dont la Société organisatrice aurait connaissance, entraînera la disqualification du projet ayant bénéficié de ces votes frauduleux et des Participants associés à ce projet ne pouvant dès lors recevoir aucune dotation. La décision de disqualification prise par la Société organisatrice sera irrévocable et ne pourra être contestée par les Participants du projet concerné ou par tout autre Participant à l’appel à idées. 

Selection phase following Round One will proceed as follows:

[Option 1: Criteria based voting]

“Criteria based” voting will take place from [Date/Time] to [Date/ Time].

The voters (Sponsor members, Agorize community or members of the general public) (the “Voters”) may evaluate and select the Deliverables based on their content and the following criteria:

• Innovation: How innovative is the solution in its use of new or existing technology to solve the problem described in the Brief? Are there other solutions available and if so, how does this differentiate from them? 
• Relevancy: How well does the Deliverable respond to the specific need(s) set out in the Brief?
• Feasibility: How feasible is the solution to put into practice? Does the solution make sense financially? Will the solution be sustainable over the long term?
• Impact: What is the scale of potential social impact? How broad is the impact? How many people will your solutionreach? How significant is the impact?
• Clarity: How well do you articulate your solution and the potential impact it will have on society or business?
• [Other]

Except as otherwise provided below, the (X) Participants with the highest score at the end of this vote will win this vote and proceed to the next round.

[Option 2: Like Voting]

“Like” voting will take place from [Date/Time] to [Date/ Time].

The voters (Sponsor members, Agorize community or members of the general public) (the “Voters”) may evaluate a Deliverable and participate in a vote by “liking” the Deliverable. Voters are permitted to cast a single like vote.

Except as otherwise provided below, the (X) Participants with the highest number of “likes” at the end of the selection will win this vote and proceed to the next round.

Any attempt to cheat, use fake profiles, use third-party applications that enable false voting linked to cheating, or engage in duplicate voting of which the Sponsor becomes aware will result in the disqualification of the project that received these votes, and in the disqualification of this project’s Participants, who will not receive any prize or award. The Sponsor’s decision regarding disqualification is final and its decision may not be contested by Participants involved in the project in question or in any other Participant.

[If the selection phase is composed of 2 different voting sessions, please consider the following – if not delete it] If the Deliverable that received the most “likes during the Round One is also one of the projects selected by the Criteria based voting /Investment voting to proceed to the next round, the Participants who have received the second-highest number of “like” votes will be the winner of this vote and will have access to the next round.

[Option 3: Investment voting]

“Investment” voting will take place from [Date/Time] to [Date/ Time].

The voters (Sponsor members, Agorize members or members of the general public) (the “Voters”) may evaluate Deliverables and participate in a vote by investing in the Participant’s Deliverables. 

Except as otherwise provided below, the (X) Participants that received the most investments (i.e., play money) at the end of the round will win the investment vote and proceed to the next round. 

If the Deliverable that received the most “investments” (i.e., play money) during the Round One is also one of the projects selected by the Criteria based voting /Investment voting to proceed to the next round, the Participants who have received the second-highest amount of “investments” (i.e., play money) will be the winner of this vote and will have access to the next round. 

Any attempt to cheat, use fake profiles, use third-party applications that enable false voting linked to cheating, or engage in duplicate voting of which the Sponsor becomes aware will entitle the Sponsor to disqualify the project that received these votes, and that Project’s Participants will not receive any prize or award. The Sponsor’s decision regarding disqualification is final and its decision may not be contested by Participants involved in the project in question or in any other Participants. 

Participants will be informed of the results of the Round One by [date].

• Round Two

All Round Two Deliverables must be submitted before [Date/ Time]. Round Two Deliverables must meet the specifications set out in Section 6, above, and include:

[Include description of required Deliverables].

[Option 1: Criteria based voting]

“Criteria based” voting will take place from [Date/Time] to [Date/ Time].

The voters (Sponsor members, Agorize community or members of the general public) (the “Voters”) may evaluate and select the Deliverables based on their content and the following criteria:

• Innovation: How innovative is the solution in its use of new or existing technology to solve the problem described in the Brief? Are there other solutions available and if so, how does this differentiate from them? 
• Relevancy: How well does the Deliverable respond to the specific need(s) set out in the Brief?
• Feasibility: How feasible is the solution to put into practice? Does the solution make sense financially? Will the solution be sustainable over the long term?
• Impact: What is the scale of potential social impact? How broad is the impact? How many people will your solutionreach? How significant is the impact?
• Clarity: How well do you articulate your solution and the potential impact it will have on society or business?
• [Other]

Except as otherwise provided below, the (X) Participants with the highest score at the end of this vote will win this vote and proceed to the next round. 

[Option 2: Like Voting]

“Like” voting will take place from [Date/Time] to [Date/ Time].

The voters (Sponsor members, Agorize community or members of the general public) (the “Voters”) may evaluate a Deliverable and participate in a vote by “liking” the Deliverable. Voters are permitted to cast a single like vote.

Except as otherwise provided below, the (X) Participants with the highest number of “likes” at the end of the selection will win this vote and proceed to the next round. 

Any attempt to cheat, use fake profiles, use third-party applications that enable false voting linked to cheating, or engage in duplicate voting of which the Sponsor becomes aware will result in the disqualification of the project that received these votes, and in the disqualification of this project’s Participants, who will not receive any prize or award. The Sponsor’s decision regarding disqualification is final and its decision may not be contested by Participants involved in the project in question or in any other Participant. 

[If the selection phase is composed of 2 different voting sessions, please consider the following – if not delete it] If the Deliverable that received the most “likes during the Round Two is also one of the projects selected by the Criteria based voting /Investment voting to proceed to the next round, the Participants who have received the second-highest number of “like” votes will be the winner of this vote and will have access to the next round. 

[Option 3: Investment voting]

“Investment” voting will take place from [Date/Time] to [Date/ Time].

The voters (Sponsor members, Agorize members or members of the general public) (the “Voters”) may evaluate Deliverables and participate in a vote by investing “play money” in the Participant’s Deliverables. 

Except as otherwise provided below, the (X) Participants that received the most investments (i.e., play money) at the end of the round will win the investment vote and proceed to the next round. 

If the Deliverable that received the most “investments” (i.e., play money) during the Round Two is also one of the projects selected by the Criteria based voting /Investment voting to proceed to the next round, the Participants who have received the second-highest amount of “investments” (i.e., play money) will be the winner of this vote and will have access to the next round. 

Any attempt to cheat, use fake profiles, use third-party applications that enable false voting linked to cheating, or engage in duplicate voting of which the Sponsor becomes aware will entitle the Sponsor to disqualify the project that received these votes, and that Project’s Participants will not receive any prize or award. The Sponsor’s decision regarding disqualification is final and its decision may not be contested by Participants involved in the project in question or in any other Participants. 

Participants will be informed of the results of the Round One by [date].

• Final Round 

Participants who have been selected to participate in the Final Round will be directly notified by email to the address provided during registration. In the event a Participant does not confirm his/her attendance at  the final event, the Sponsor reserves the right, at its sole discretion, to disqualify this Participant. This disqualification shall not entitle the Participant to claim any kind of compensation from the Sponsor.

The Final Round consists of an oral presentation of the selected projects by the Participants. Participants are not required to upload a Deliverable to the Call for ideas website before the Final Round.

However, Participants must prepare a Deliverable which meets the specifications set out in Section 6 and which include:

[Include description of required Deliverables (the following is given as an example): 

• A document describing their Project and presenting, for example, the problem it tackles, the proposed solution, its impact and its business model.

This document will be used as a presentation document during the oral presentation given by the Participants involved in the Project.

At the end of the Final Round, the jury will choose the winning projects and will rank the finalists. 

• PRIZES

The prizes are awarded to the winners of the Call for ideas and are subject to compliance with the following cumulative conditions:

• The Deliverables comply with Section 6 (“Deliverables”);
• Each Participant of a winning project complies with Sections 9 and 11;
• It can be proven that the winning Participants fulfil the conditions of eligibility of Section 4.

No prize will be awarded to winners who do not fulfill the above conditions.

Subject to these Terms and Conditions, once confirmed by Sponsor, the winner(s) will receive the following:

• Grand Prize of [describe (indicate the including VAT value of the prize)]
• Second Place Prize of [describe (indicate the including VAT value of the prize]]
• Third Place Prize of [describe (indicate the including VAT value of the prize )]
• [Listing of prizes to be determined on a case by case basis]

Each member of a Participant Team will receive its own prize.

No assignment or transfer of prizes is allowed by a winner. If a potential winner cannot be reached, is unable to accept the prize or any portion of the prize for any reason, Sponsor shall have no further obligation to such potential winner. Sponsor will not replace any lost or stolen prizes after being awarded to winners. Winners will accept the prize “as it is”. Sponsor disclaims any warranty regarding the Prizes.

In the event a Participant (a winner) cannot be reached, by email or by phone, for more than three (3) months after the first attempt to reach them was made, he/she will be deemed as having waived their right to claim the prize and will not be entitled to any prize or any kind of compensation.

If the prize as initially planned is unavailable, Sponsor will be free to substitute another prize of similar value. Any such decision is at Sponsor’s sole discretion.

Any Participant who does not fulfil the conditions of Participation as provided in the Rules during their registration and/or at any time during the Call for ideas will be summarily disqualified from the Call for ideas without prior notice and will not be entitled to any prize. In the event that a prize is awarded to a Participant who does not meet the conditions of Participation when registering or throughout the duration of the Call for ideas, Sponsor reserves the right to require the Participant to return the awarded prize.

• COMMUNICATION

[This Section is a drafting suggestion. We encourage Sponsors to check that the Section is valid in regard to the applicable laws in their respective countries].

The Participant acknowledges and consents that Sponsor may, throughout [include territory, such as France, European Union, etc.] and for the duration of the Call for ideas and for a period of one (1) year following the Final Round use the Call for ideas for publicity, including for Sponsor’s advertising or other marketing purposes, (by any means and through any format (website, advertising banners, social networks, newsletter, press release) now known or unknown to date, free of charge or for a consideration. 

In particular, you consent to the use, by the Sponsor, of your name and surname, your city and region of residence, the name of the institution in which you studied or in which you obtained your diplomas and other biographical information, your image, the information regarding the Prize (if you are a winner), the name of your company and its distinctive signs (if you are a Startup) and any other personal data that you submit with your Deliverables as well as the content of your Deliverables relating to the Call for ideas. 

As an example, each Participant authorizes the Sponsor to use  the photographs taken during the Final to disseminate them via any communication medium.

Such use does not entitle the winner to any other payment than the Prize he/she received. The Sponsor agrees to cease use  of the aforementioned elements in connection with the Participant at the end of the aforementioned period.

• CONFIDENTIALITY

The Sponsor has no obligation to keep the information contained in the Deliverables confidential. In general terms, when submitting any Deliverables, the Participants understand, agree and accept that any information contained therein may be publicly disclosed by the Sponsor.

If you are a prize winner, the Sponsor may request that you execute a confidentiality/non-disclosure agreement for the purpose of entering into negotiations regarding the further development of your project, as described in your Deliverable.  Such confidentiality/non-disclosure agreement will be directed to your Deliverable and all intellectual property that it may contain.

Furthermore, Participants acknowledge that the Sponsor may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the information contained in any of the projects. Accordingly, nothing herein shall prohibit the Sponsor from independently acquiring, developing, or having developed for it, products, concepts, systems, services, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in any Deliverable. 

The Participants recognize that other Participants, individuals or entities may have provided to the Sponsor or others, or made public, or may in the future submit, or make public, content that is the same or similar to any piece of information contained in any of the projects. Hence, the Participants acknowledge, agree and accept that the Sponsor shall have the right to use such same or similar materials, and that the Participants will not be entitled to any compensation arising from the Sponsor’s use of such materials. 

• INTELLECTUAL PROPERTY

[This Section is a drafting suggestion. We encourage Sponsors to check that the Section is valid in regard to the applicable laws in their respective countries].

Definitions. For the purposes of this section, 

• "Intellectual Property Rights" refer to any copyright or other rights over a brand, a design or a model, a patent and, more generally, any element, (including trade secrets and knowhow), that may be protected by national and/or international laws or conventions on intellectual property (“Intellectual Property Rights”)

• “Previous Rights” refer to any Intellectual Property Rights and/or any associated know-how held by the Participants before the start date of the Call for ideas (“Previous Rights”) 

• “Creations” refer to any software (including source and object code software), database, technical specifications, text, design, model, information, knowledge, method, process or product, as well as any resulting elements and/or processes likely or otherwise to be protected according to national and/or international laws or conventions on intellectual property developed by any Participant as a part of any submitted deliverable throughout the Call for ideas (“Creations”).

Warranty of non-infringement. When submitting any Deliverable, at any stage of the Call for ideas, each Participant guarantees to Sponsor that he/she is the co/owner and/or co/holder of the Intellectual Property Rights regarding all or part of the Creations  contained in the Deliverables submitted at any stage of the Call for ideas, and that he/she has obtained all rights and permissions regarding all pre-existing Creations and any elements of the Deliverables for which he/she does not hold the relevant rights.

Each Participant guarantees (i) that his/her contribution is original and unprecedented; (ii) that it does not infringe upon the copyright or any Intellectual Property Rights of any third party; (iii) that all the elements of which his/her submissions are formed, as well as all pieces of contributions and information communicated in the submission presentation documents are accurate, reliable and complete; and (iv) that the submission of the relevant Deliverables does not constitute an act of unfair competition of any kind.

It is compulsory for Participants to indicate the source of any pre-existing Creations of whichever nature and on whichever support that are included in any submitted deliverable. Any Deliverable involving several Participants constitutes a collaborative work and it should be treated as such in accordance with the applicable regulation in force.

Liability. Sponsor cannot be held liable for any infringement of the above provisions by Participants. Each Participant shall indemnify the Sponsor against any disturbance, action, claim, opposition and demand or eviction attempt from any third party in connection with any Creation in the Deliverables (Intellectual Property Rights included).

[Option 1: Participant owner of Intellectual Property rights]

(@Agorize : this option means that the Sponsor cannot use the content of the deliverables without any prior agreement from participants. The participants retain the IP rights

By submitting a Deliverable and participating in this Call for ideas, you are not granting the Sponsor any rights to any intellectual property supporting all of part of the Deliverable and the Sponsor makes no claim to ownership of your Deliverable or any intellectual property that it may contain.

[Option 2: License]

(@Agorize: This option allows the Sponsors to use the Deliverable (and its components) for a predetermined duration and under certain conditions (it is a kind of rental). This option thus offers the Sponsors more or less limited exploitation, the participants remain the owners of the deliverables.

The license may be exclusive or non-exclusive: in the first case, the organizing company will be the only one to benefit from the rights of use; in the second case, participants will be able to grant their rights to other companies.

The license may be limited to a certain region or worldwide: for example the license may be limited to France or Europe, etc. In this case, the organizing company may not use the rights resulting from this license in the United States or Asia, for example.

Similarly, the license may be non-transferable or transferable within a group of companies: if the license is not transferable within the group to which the organizing company belongs, the latter is not not authorized to contract with any of the companies belonging to the same group for the use of a Deliverable item, for example.

In addition, a license may be royalty-free or not: the fee is the regular payment for the exploitation of the rights. Thus, either the license to use is granted free of charge, or it is subject to the payment of a fee whose amount is negotiable.

Finally, the 3rd paragraph defines the scope of use of the license.)

By taking part in the Call for ideas, Participants accept to grant the Sponsor a license regarding the Creations as component of the Deliverable and the Deliverable itself for a period of one (1) year following the Final Round of the Call for ideas.

The license is [exclusive/non-exclusive], [limited to a geographic scope/worldwide], [non-transferable/transferable within the Sponsor’s group of enterprises] and [royalty free / for a consideration].

This licence shall include the right to [complete if needed] reproduce (wholly or in part), display (wholly or in part), analyse, adapt, modify, disseminate, translate and use [including commercial use] any elements which are part of the Creations, as well as any Previous Rights which reveals necessary for the appropriate enjoyment of the described licence.

[Option 3: Option to purchase - DON’T USE FOR Startups Call for ideas]

(@Agorize: This option is a kind of sales contract, and the winner of the Call for ideas undertakes to "sell" his/her rights to the Sponsors as a priority. In this case, the Participant does not have any more rights on the Deliverable and creations that compose it. The agreement to sell is made only to the organizing company and not to another one (exclusivity) and it is valid for 12 months.

This option cannot be applied for Startups Call for ideass)

By accepting these Rules, Participants who are winners of the Call for ideas grant an exclusive option for the Sponsor to purchase part or all of the intellectual property rights included in any of the Deliverables and to the Creations submitted during the Call for ideas.

This option is subject to the following and cumulative conditions:

• the Sponsor will benefit from an exclusive purchase option for a duration of twelve (12) months from the date of the announcement of Call for ideas winners;
• it is understood that any affiliates and/or subsidiaries of the Sponsor may exercise this purchase option;
• the Sponsor shall notify the Participant in writing of its intention to exercise the option;
• negotiations will be exercised based on good faith between the involved parties;
• if the involved parties agree, any monetary compensation comprised in the prize could be understood as whole or part of the purchase price.

• MODIFICATION OF RULES, SUSPENSION AND CANCELLATION OF THE CALL FOR IDEAS

Update of the Rules. The Sponsor reserves the right to amend these Rules at any time, including the Call for ideas duration in case of operational imperatives, without prior notice to Participants regarding the enforcement or the validity of these amendments.  Participants are encouraged to consult these Rules regularly. Participants expressly waive all claims or disputes related to any amendment to these Rules by the Sponsor. 

Should any paragraph of these Rules be declared or judged illegal, unenforceable or void by a court decision, the paragraph in question will be considered null and void, but all other unaffected paragraphs will be enforced within the limits of the law.

Call for ideas Cancellation or Suspension. The Sponsor reserves the right in its discretion, to (i) cancel, terminate, modify or suspend the Call for ideas and these Rules, for any reason, at any time and without any liability, and (ii) to limit or restrict participation in the Call for ideas. The Sponsor will not be held liable for the modification, cancellation or suspension of the Call for ideas and no compensation or remuneration will be due to the Participants.

• LIMITATION OF LIABILITY

[This Section is a drafting suggestion. We encourage Sponsors to check that the Section is valid in regard to the applicable laws in their respective countries].

The Sponsor will in no way be held liable in the event of breakdown or failure, regardless of the cause, of any telecommunications network used that causes Participants difficulty in or prevents Participants from identifying themselves on or gaining access to the Call for ideas website.

Participants agree that company, its affiliates and all of their respective officers, directors, employees, contractors, representatives and agents (“released parties”) will have no liability whatsoever for, and will be released and held harmless by participants for any claims, liabilities, or causes of action of any kind or nature for any injury, loss or damages of any kind including direct, indirect, incidental, consequential or punitive damages to persons, including without limitation disability or death.  Without limiting the foregoing, everything on the call for ideas website and in connection with the call for ideas is provided “as is” without warranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.  Some jurisdiction may not allow the limitations or exclusion of liability for incidental or consequential damages or exclusion of implied warranties, in which case such limitation or exclusion shall apply only to the extent permitted by the law in the relevant jurisdiction. 

Participation in the Call for ideas implies acknowledgement and acceptance of the characteristics, limits and risks of the internet and related technologies, particularly with regards to performance, response time, security of software and computer equipment against various potential attacks, such as viruses, logic bombs or Trojans, and loss or misuse of data. As a result, the Sponsor will not be held liable in any way for any damage incurred by Participants arising from these characteristics, limits and risks, which Participants accept by registering and taking part in the Call for ideas.

The Sponsor will not in any case be held liable for damages resulting from faults with or delays in the submission of deliverables by Participants, including refusal to accept these deliverables as a consequence of their submission outside the deadlines set out in the Rules, from faults with or delays to the sending of any emails by the Participant sent as part of the Call for ideas, or from any alterations made to the deliverables independently of the Sponsor.

The Sponsor will not in any case be held liable for damages resulting from services provided by a third-party relating to the prizes.

The Sponsor will not be held liable for the consequences of a Participant’s disqualification from the Call for ideas as a result of their violation of these Rules.

• PERSONAL DATA PROTECTION

Participation in the Call for ideas requires the communication of the Participant's personal data ("Personal Data").

[This Section is a drafting suggestion. We encourage Sponsors to check that the Section is valid in regard to the applicable laws in their respective countries].

Participant’s personal data is subject to processing within the meaning of the regulations on the protection of personal data (The EU 2016/679 General Data Protection Regulation and the Council of 27 April 2016, known as GDPR) for which the Sponsor defines the purposes and means and is, as such, “Data controller” within the meaning of the GDPR.

The purposes of the processing are: 

• To meet the organization of the call for ideas needs 
• To organize the intermediation between the Participant and the Sponsor, to ensure identification, communication and preservation of the exchanges with the Participant

In accordance with the provisions of the GDPR, the Sponsor undertakes to implement organizational and technical security measures in order to protect all Participant’s Personal Data. The Sponsor undertakes these measures? to allow the exercise of Participants’  rights from GDPR.

• CLAIMS

Any Participant’s claims arising from the Call for ideas, should be addressed no later than thirty (30) days following the Call for ideas end date to [include Sponsor email]. All claims must include: (i) the Participant’s complete contact details (name, address, email address and phone); (ii) the name of the Call for ideas; and (iii) a clear and detailed explanation for the claim.

• APPLICABLE LAW AND DISPUTES RESOLUTION

The Call for ideas and any action related thereto shall be governed by the law applicable [French or any other local law].

In case of persistent litigation beyond a period of fifteen (15) days after the Participant has filed a claim, the Sponsor and the Participant undertake to submit their dispute to an amicable conciliation prior to any legal proceedings. The party wishing to initiate conciliation shall inform the other party by means of a registered letter with acknowledgment of receipt in which it will inform of its intentions and will explain the cause. If no agreement is reached between the parties within thirty (30) days after receipt of the registered letter, the parties regain their freedom of action.

In case of persistent disagreement on the application or interpretation of the Rules, and in the absence of an amicable settlement, any dispute that may arise between the parties, will be subject to the exclusive jurisdiction of the (French – to complete) courts to which the parties expressly grant jurisdiction, even in the case of multiple defendants, in summary proceedings, appeal by guarantee or by motion. or any other jurisdiction.