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By submitting an online application for membership to the One Billion Minds Community, you agree to the terms and conditions of this Agreement and of the Service we describe. OBM reserves the right to reject your application for any reason in our sole discretion. OBM limits the size of its community in order to reach or maintain a balance between the type, number, and size of Challenges and the likelihood of any given member posting a winning response while providing the Client with the advantages of mass collaboration and competition. You may not assign or transfer your membership or any part of it to any other person or company. In some instances, you may be asked by OBM to agree to some different terms specifically requested by an individual Client for a specific Challenge. You must agree to all of these and the rest to take part in the challenge.
2. Membership and Privileges : Your online application is received and examined by One Billion Minds. One Billion Minds will review your application and, in our sole discretion, accept or reject your application for membership in the community.
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After we receive your membership application, you will be granted privileges to access Challenge Details and the Challenge Room for every challenge that you participate in and are accepted for. You may use your Challenge Room to begin working on the specific challenge. By applying for and accepting membership in the OBM community, you agree to jointly grant One Billion Minds and any particular Client to whom you are submitting solutions and/or proposals, an exclusive option (the “Option”) for ninety (90) days following the expiration of the Challenge Deadline to acquire exclusive ownership of the proposal that you submit by paying you a prize (the “Prize”) as described in the challenge. You agree that each and every proposal (the “Proposal”) which you submit to OBM and the Client in response to a posted Challenge includes all intellectual property related to the development of your Proposal including but not limited to any work, drafts, ideas, inventions, experiments, discoveries, processes and improvements, computer programs, specifications, operating instructions, notes, and all other documentation (whether or not patentable, published, or recorded) which is created, conceived, or first reduced to practice by you, acting alone or with others, in connection with the development of your Proposal. At the option of OBM and/or the client, you may be asked to produce all such material related to the development of your Proposal in the event your Proposal is selected as a prize winning Proposal.
3. Application to Participate in a Challenge or a Call to Action : Each One Billion Minds Challenge is either an Open IP (Intellectual Property) Challenge or a Closed IP Challenge and posed by a One Billion Minds Client.To participate in a One Billion Minds Challenge, members need to submit an Innovator Pitch which can be viewed, discussed and voted for by other members. An Innovator Pitch should be followed within the Application Deadline by a full application which is not available for other members to view. The One Billion Minds Client shortlists winners based on the quality of the full application and the popularity of the Innovator pitch using a weighted judging system with weights determined by the Client. For an Open IP Challenge, all applicants, including the winners, retain their Intellectual Property whereas for a Closed IP Challenge, all applicants, excluding the winners, retain their Intellectual Property.
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Only OBM members can submit Proposals in response to Challenges posted on this website. To qualify for review by OBM, your Proposal must be submitted on or before the Deadline associated with each posted prize. OBM is under no obligation to forward your Proposal to the Client. We will make reasonable efforts to transmit what we consider to be relevant Proposals to clients, however, nothing in this Agreement or this Service will be construed to require us to transmit every Proposal or any or all of related material to a Client. We may, but are not required to, edit, filter, or review your submission as part of the Challenge Process. By submitting a Proposal to OBM you are agreeing to provide reasonable assistance to us to facilitate our understanding of your Proposal and to provide additional information concerning your Proposal to OBM at our request. By joining OBM and granting us the Option on your Proposal, you agree that our exclusive rights mean that you will not use the Proposal or disclose the Proposal to or grant or assign or transfer any rights to a third party to use the Proposal for any purpose including the application for patents or for similar intellectual property rights. You expressly agree that any agreements you have made or make with third parties that use or rely on the contents of your Proposal to us are null and unenforceable as to OBM and/or the Client and may be enforced by us as to third parties. You understand and agree that you are prohibited from using the Proposal or disclosing to or granting or assigning or transferring any rights to third parties to use the Proposal including for the application for patents or similar intellectual property rights.
4. Acceptance of your Solution : In the Closed Challenge, in return for payment of the prize, the client acquire exclusive ownership of your Proposal and you give up and deny having any further ownership rights to the Proposal. In the Open Challenge, you retain the ownership of your proposal along with the prize money of the specified challenge.
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Prior to the end of the Option, we will inform you if a Client has chosen your Proposal as a winning solution. This means that the client has accepted your submission as meeting the essential criteria, terms, and conditions of the Challenge Statement posted on this website and is chosen by the client as the winning solution. Acceptance of a winning solution is the sole and exclusive purview and authority of the client. You or other members may have submitted other Proposals, some or all of which may have also met the criteria of the Problem Statement and yet were not selected by the client as the winning solution. If we do not accept your Proposal as the winning solution to a posted Challenge within the Option term, our exclusive rights to the Proposal will terminate without further notice to you. If your Proposal is accepted by a client as the winning solution to a posted challenge, the Client will either pay the Prize in US Currency or an amount equal to the value of the posted prize. When the client accepts your Proposal as the winning solution to a posted challenge and pays a Prize to you, you agree that all rights, title, and interests in and to the Proposal are owned exclusively by the client and you retain no rights to the Proposal. In the event that the Proposal cannot be conveyed under statutory law to OBM, you agree to grant to OBM a worldwide, exclusive, perpetual, royalty-free right and license to the Proposal or any component part thereof which OBM may transfer, sell, or convey by gift or donation to the Client. You agree during the term of this Agreement or any time thereafter, without any further compensation, to cooperate in good faith with OBM and to execute all papers and do all things necessary to ensure that OBM and the client acquire the full rights to all intellectual property embodied in your Proposal. If, at our request, you encounter additional out-of-pocket expenses to carry out the timely transfer of all intellectual rights, we will reimburse you. You understand and agree that we will release your identity to the Client after the Prize is awarded so that you may continue a dialogue about design measures, evaluation, impact, etc. We will make no claims on any future business or consulting relationships between you and the Client after six months from the time when the project is closed by OBM.
5. Other Terms : We describe payments, warranties, confidentiality, termination, liability, indemnification, dispute resolution, and general provisions here.
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Payments :
The Client will pay you the Prize amount within 45 days of the date the Client accepts your Proposal as the winning solution to a posted challenge and after we have completed our legal due diligence. The Prize will be paid to you in U.S. currency or your local currency equivalent based on the foreign exchange rate in effect on the date of the disbursement. The prize will be paid only to the registered member who submitted the Proposal and we are not responsible to make payments to any associates, partners, employees, or other third parties claiming to have participated in development of the winning Proposal. You are solely responsible for reporting and payment of any and all local, state, or national taxes due from payment of the Prize to you.
Warranties & Representations :
By using this website(s) and submitting your Proposal, you have represented and warranted that you have the right to transfer all rights in your Proposal and you acknowledge that the client own all copyrights, patents, and intellectual property included in your Proposal in return for our payment to you of the Prize. You represent and warrant that you are the owner of all of the intellectual property made the basis of your Proposal and that you are not obligated under any contract, employment agreement or relationship, partnership, or any other relationship or commitment to assign any of your rights to any third party including an employer, university, or governmental body. You warrant that your Proposal does not infringe on any existing patent, copyright, trademark, trade secret or any other third party intellectual property right. You have represented that you are unaware of any pending but unfilled claim or challenge of your ownership or rights to the Proposal you submitted. You also represent that all information provided by you regarding your membership in the OBM Crommunity or as regards the submission of your Proposal is true, accurate, current, and complete. You have agreed to keep your personal information current and to update our files in order to keep our information about you current and true. In the event that we or a prize maker are enjoined from using your Proposal or any portion thereof for any reason, you shall promptly, at your expense (including but not limited to disgorging royalties) provide a non-infringing means of using your Proposal, negotiate and procure the right to use your Proposal without restriction, or refund any Prize at our sole option.
Confidentiality :
During the term of this Agreement and at all times thereafter, you agree to not disclose to any third party any confidential information of which you become aware as a result of the OBM Process without our express, written authorization. Confidential Information includes all information set forth in the password-protected sections of this website(s) and Process and your Proposal (as defined in this Agreement) during the Option period or at all times thereafter if your Proposal has been accepted as a winning Proposal for a posted challenge and a Prize paid to you by the Client. OBM will be bound to the same level of confidentiality for all material submitted by you in the form of a Proposal(s) which was not accepted as a winning solution to a posted prize on this website unless the material made the basis for a claim of breach was known to us previously, independently created by other members of the OBM Community with no access to your information, or was known to the public. Nothing in this Agreement shall prevent a client from using a winning Proposal for which a Prize has been paid and which contains overlapping material with a rejected submission for the same or another posted prize.
Termination :
OBM may terminate your access to the Process or to any or all of your work folders or password-protected sections of this site without any prior notice in its sole discretion. We are under no obligation to notify a client or any third party of our termination of the Process as to you or your use of the website(s). We will not be responsible for any damages or consequences arising from our termination of your use of our website or of the Process. If we terminate your use of the Process during an Option period and your Proposal is selected as a winning Proposal by the client , then payment of an Award to you will be made after you have assigned and transferred all rights as described herein. You may terminate this Agreement at any time by notifying us by email of your decision to terminate your membership in the OBM Community. You will not be entitled to any compensation after the date of termination of your membership except that during an Option period, if a Proposal that you have submitted is selected by a client as a winning solution, we will pay you the associated Prize after you transfer all rights described herein. Termination of this Agreement automatically ends your rights and permission to use this site. The rights and obligations of each party to this Agreement to the other party shall be considered terminated upon payment of the Prize or upon notification by OBM that your Proposal(s) has not been accepted by the client which in no event will be longer than twelve months after your submission. You agree that without regard to any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the OBM Process or website or from this Agreement must be filed in a court of proper jurisdiction within one (1) year after the claim or cause accrues or you will be forever barred.
Limitation of Liability :
We do not control and are not responsible for the actions of Clients, advertisers, nonprofit implementers, third-party websites linked to ours, visitors to our blog, or users of the Process. We are not responsible for the quality, accuracy, veracity, or legality of the Challenges or Prizes posted on our site and we do not guarantee the accuracy or completeness of any posted Challenge or Prize. We do not guarantee that your use of our website or of the Process will be uninterrupted or error free, nor do we warrant the solutions or Proposals for any particular purpose or that any proposed or suggested impact or outcome will be achieved.
Indemnification :
You agree to hold harmless and to indemnify OBM, our agents, employees, officers, and directors against any and all claims for damages, costs, expenses, and liabilities including attorney fees and costs of litigation or defense arising out of or relating to (a) any breach or violation of any term of this Agreement or of the Process by you or others using your name and/or password, and (b) any claim for payment of all or any part of an Award or any other compensation we paid you by your agents, employees, employers, partners, associates, contractors, or sub-contractors.
Your Risk :
You understand and agree that you are using our website(s) and the OBM Process at your sole risk. We provide the Process and site without any warranty of any kind, express or implied, including but not limited to any warranty for information, data, services, or uninterrupted access. We disclaim any and all warranties concerning the availability, accuracy, usefulness, or content of information in our Challenge Statements or Process and of any title, non-infringement, of merchantability, or of fitness for any particular purpose. OBM, its directors, officers, employees, agents, clients , nonprofit implementers, nor its licensors shall be liable to you or to any third party for any compensatory, direct or indirect, incidental, special, or consequential damages arising from your access to or use of the Process or our website or for the inability to gain access to or use the Process or our website. In no event shall our liability under the terms of the Process or of this Agreement exceed the amount of any Award paid to you under the terms of this Agreement. Termination of this Agreement is your sole right and remedy with respect to any dispute with OBM.
Dispute Resolution :
Any dispute arising between you and OBM in connection with this Agreement or this Process shall be conducted in English and resolved in and construed under the laws of the Republic of India, without regard to any conflict of law provisions of any jurisdiction. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Indian law but if any provisions of this Agreement are held to be prohibited or invalid, such provision will be ineffective only to the extent of such prohibition or invalidity and without affect on the remainder of this Agreement or the terms of this Process which shall remain in full force.
General Provisions :
We jointly acknowledge and agree that any client shall be a third-party beneficiary of this Agreement and each of us shall have the right to assert and enforce the provisions of this Agreement directly on its own behalf. Nothing herein shall be construed to establish a joint venture, agency, employment, or other business relationship between you and OBM or you and any client. Our failure or that of any client, to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. OBM has the right to assign this Agreement and to sublicense any and all of its rights under this Agreement. We may, at any time, without advance notice and in our sole discretion, modify the various elements, content, and components on this site made a part of this Process and such modification will be effective immediately after being posted on the site.
