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Fellow Agreement (terms and conditions)

Issue date: Oct 1, 2007

The Fellow terms and conditions can also be found under "How it works" in the top menu.

This agreement (the " Agreement") between Fellow Force B.V. ("Fellow Force" or "we") and you (we refer to you in this Agreement as "you", "your" or as a "Fellow") together with the Rules of Participation, the Website Disclaimer and Privacy Policy (collectively, the "Fellow Force Regulations"), governs your use of the FellowForce.com website and the associated services we offer through the website (we refer to this website and these services as the "Service"). The Privacy Policy is incorporated in section 10 of this Agreement and therewith forms an integral part of this Agreement. In addition, we intend to continue to change and add to the Service, and as we do, this Agreement will apply to all of these changes as well. If you are representing a company, a partnership, or a collaboration of individuals, then "you", "your" and "Fellow" refers to you individually, as well as all others gaining access to the Service through you, and also refers to your company, partnership or collaboration as a whole.

1. Introduction.

Preceding to this Agreement, you have filled in and submitted to Fellow Force a registration form to create your profile for the use of the Service, under which Fellow Force has granted you a non-exclusive license to access and use the Service as a Fellow and you have agreed to the Privacy Policy. After acceptance of this Agreement, you are able to post innovation proposals and challenge pitches (collectively referred to as "Postings" or individually as "Innovation Proposals" and "Challenge Pitches") to the Service. The agreement can be divided in two possible stages, as described in articles 2 and 3. This Agreement may be amended by Fellow Force by posting a new version on the Service, Please check on a regular basis the terms & conditions, Rules of Participation and Privacy policy for updates. This is for your protection and to ensure that you are aware of any new terms and conditions. Your use of the Service after any amendment, will be conclusively deemed acceptance of any such change, additional terms, or new Agreement.

2. Posting Stage.

  1. During this stage, you as a Fellow submit a Posting to the Service, and thereby explicitly agree to transfer all rights (thus including but not limited to intellectual property rights) (the "IP-rights") of such Posting and contained in such Posting to the receiving organization, thereby transferring to the receiving organization the unrestricted right to use and disclose any of the materials contained in the Posting. As third parties may freely copy unpatented ideas (contained in the Postings), the receiving organization shall not accept any restrictions on Postings, except for claims arising under patents
  2. All work, ideas, inventions, experiments, discoveries, processes and improvements, computer programs, specifications, operating instructions, notes, and all other documentation, which is created, conceived, or first reduced to practice by you, alone or with others, submitted together with your Posting or submitted during the Posting Stage to the receiving organization, will automatically be deemed to be included in your Posting.
  3. By submitting your Posting, you as a Fellow explicitly agree that you are the sole originator/owner of your Posting and that you have all necessary rights to disclose it to the receiving organization.
  4. There is no negotiation on any possible rewards for Postings, nor is there any obligation to reward any Posting for the receiving organization. Rewards hereinafter referred to as "Rewards". However, Rewards for a Challenge have to be defined upfront and can not be changed later (after publication of the Challenge). Patented Innovation Proposals are subject to negotiation between you as a Fellow and the receiving organization (see 2e). In the event your Posting has been rewarded, you will receive a notification e-mail from Fellow Force (the "Reward Notification") confirming the Reward and the amount.
  5. By submitting your Posting, you as a Fellow explicitly agree that your contact information can be given to the receiving or challenging organization if requested. This can happen in the event of a reward payment, or if the receiving or challenging organization wants to recruit you.
  6. The receiving organization seeks no licenses or other rights under patents by this Agreement. Appropriate compensation for such rights may be determined by negotiations between you as the Fellow and the receiving organization interested in the (patented) Innovation Proposal. Fellow Force strongly urges you as a Fellow to be advised by your own attorneys and/or other legal experts as to the desirability of seeking patents for Innovation Proposal and as to the fair value of any patent. Since patents are sometimes inadvertently granted on ideas which are, in fact, old or obvious, any receiving organiztion reserves the right to contest the validity, infringement or enforceability of any patent.

    WARNING! It is advisable to take independent legal counsel before publishing a sophisticated Innovation Proposal via a Posting the Service. If you are planning to patent your Innovation Proposal please note that publishing an unpatented innovation on the web may take away your ability to patent it later. For more information please visit the relevant intellectual property authority for your region or country.

  7. Fellow Force does NOT accept patented Challenge Pitches as there is no negotiation on the Reward of a Challenge.
  8. You as a Fellow and the receiving organization agree that all Postings are posted on a non-confidential and non-obligation basis. There will be no confidential relationship or obligation of secrecy of any kind between the Fellow and the receiving organization unless you separately agree thereto in writing. Confidential relationships have been held to create obligations beyond that the receiving organization is willing to assume. Also, because it may be necessary to refer a posting to a number of persons in the company, secrecy cannot be promised nor guaranteed, even though there is ordinarily no intention of giving publicity to Postings.
  9. Your Postings will be visible in the Fellow Forum, allowing you and other fellows to promote, rate and comment your posting. In the event the receiving organization chooses to close the challenge or innovation box, postings will not be seen in the Fellow Forum.
  10. You as a fellow have the right to post his/her Posting with other organizations. In other words, your Posting does not have to be exclusive for the receiving organization.
  11. Fellow Force will make all reasonable efforts to submit your Posting to the receiving organization. However, to the extent such receiving Organization is not yet connected to the Service (i.e. no agreement yet exists between Fellow Force and the receiving organization) nothing herein shall be construed as requiring Fellow Force any obligation to guarantee, warrant or otherwise construe that such Posting has effectively been transferred to such receiving organization, or to interpret, edit, filter, or review your Posting.
  12. Participation of the Service via posting Challenge Pitches or Innovation Proposals is strictly prohibited for and therewith excluded for under age fellows / minors ( < 18 years ). Any participant who is younger than 18 years of age, must follow the regular mail posting process as defined by the receiving organization selected. Such process normally requires a signature of a parent or guardian confirming his/her acceptance of this Submission on his/her behalf.

3. Reward Stage.

  1. There is no negotiation on any possible Rewards for Postings, nor is there any obligation to reward any Posting for the receiving organization. A Reward can be paid to the Fellow if the Posting is new to the receiving organization and adopted for use. However, Rewards for a Challenge have to be defined upfront and can not be changed later.
  2. In the event your Posting has been rewarded, you will receive a notification e-mail from Fellow Force (the "Reward Notification") confirming the Reward and the amount.
  3. You as a Fellow agree to accept the Reward, as defined by the receiving organization, in full settlement of any claims that you as a Fellow may make against the receiving organization, except for claims of patent infringement in the case of patented Innovation Proposals. The Reward, when awarded, is intended to recognize the Fellow's helpfulness to the receiving organization and settles all claims other than those which might arise under valid patents.
  4. In the event the receiving organizations wants to use a patented innovation proposal, the licensee rights are subject to negotiation between you and the receiving organization. Such negotiation is not part of these Terms and Conditions.
  5. In the event of a Reward payment, your contact information (name, email address and telephone number) is given to the rewarding organization. If the rewarding organization can not reach you, after repeated attempts, they do no longer have the obligation to grant the Reward to you, as there is no obligation to grant a Reward. It is your sole responsibility as a Fellow to make sure your complete and accurate contact details as held in the Fellowforce.com database are up to date, and that you check your e-mail frequently. Information provided by you regarding yourself and, if applicable, your business ("Fellow Information") is true, accurate, current, and complete information and you will maintain and update the Fellow Information to keep it true, accurate, current and complete.
  6. Rewards will be paid to you in the currency selected by the rewarding organization. It is also possible that Rewards are paid in products of the rewarding organization, or in any other way appropriate as defined by the rewarding organization. However, Rewards of Challenges are defined upfront and can not be changed after (the date of) publication of the Challenge on the Service. The rewarding organization is not responsible for payment of any Reward, or any part of any Reward, to any party other than to the Fellow by whom the Posting was submitted. You understand that the Reward represents a complete payment, net of any local taxes that the rewarding organization may be required to withhold. If local law does not require withholding of taxes, all taxes on Rewards shall be your sole responsibility.
  7. There are no set time limits defined for reviewing and rewarding posted Innovation Proposals. It is up to the receiving organization to decide when to review or reward. In case of a Challenge, winner(s) will be notified within 60 days of the challenge deadline. However, the challenging organization has the right to prolong a challenge deadline at any moment.
  8. In case of Challenges, Fellow Force has the right to review the quality and amount of Challenge Pitches. Organizations that repeatedly post Challenges to the Service without paying out rewards can and will be excluded from our Service.
  9. All services rendered by Fellow Force to Fellows, receiving organizations and third parties are fully and solely carried out at and within the territory of the Kingdom of The Netherlands (Koninkrijk der Nederlanden) and are therefore solely taxable within the Kingdom of The Netherlands.

4. Representations and Warranties.

You completely and accurately represent and warrant that:

  1. All information provided by you regarding yourself and, if applicable, your business ("Fellow Information") is true, accurate, current, and complete information and you will maintain and update the Fellow Information to keep it true, accurate, current and complete.
  2. If you are an individual representing a business or other entity, you are authorized to enter into this Agreement on behalf of that business or entity.
  3. Unless otherwise disclosed in the Posting, you are the owner of the Posting and the IP-rights contained therein; and (a) you are not obligated under any contract, employment agreement, employment relationship or any other relationship or commitment to assign any of your rights of and contained in the Posting to an employer, university or academic institution, governmental entity or body, or other third party; (b) the Posting does to your best knowledge not infringe or violate any patent, copyright, trade secret, trademark, or other third- party intellectual property right; and you are not aware of any threatened claim or challenge to your rights in the Posting; and (c) the title to the Posting acquired by Fellow Force hereunder, including the rights to all Intellectual Property embodied therein, is and shall be delivered free from any security interest, lien or encumbrance of any kind.

5. Termination.

  1. Fellow Force may terminate the Service or deny you or any other Fellow access to all or part of the Service without prior notice in its sole discretion. Fellow Force shall have no responsibility to notify any third parties of the termination of the Service or Fellow Force's denial of your access to the Service, and neither shall Fellow Force have any responsibility for any consequences resulting from such lack of notification or access. If Fellow Force terminates your access during a Posting Stage or Payment Stage applicable to your Posting, and if a receiving organization rewards your Posting, then payment of the Reward shall be made in accordance with Section 3.
  2. You may terminate this Agreement at any time for any reason by notifying Fellow Force by e-mail that you are terminating your Fellow registration. Termination will be effective the day the notice is received or such later date specified in the notice. If you terminate the Agreement, you shall not be entitled to any payment from Fellow Force after the effective date of termination, except as follows: If this Agreement is terminated by either you or Fellow Force during a Posting Stage or Payment Stage applicable to your Posting, and if a receiving organization wishes to reward your Posting, Fellow Force will transfer your contact details (name, email address, telephone number) to the rewarding organization to allow payment of the Reward. In such event payment of the Reward shall be made in accordance with Section 3.
  3. Termination of this Agreement automatically terminates your license to use the Service.

6. Limitation of Liability and Warranty Disclaimers.

  1. Fellow Force has no control over, and is not responsible for the acts or omissions of receiving organizations. Fellow Force does not guarantee or warrant that your use of the Service will be uninterrupted or error free, or that the Service will meet your requirements, or that all or any Rewards will be paid. In addition, no warranty is made as to the results that may be obtained from use of the Service, or as to the accuracy, reliability, or content of any product, service, or information provided through or in connection with the Service.
  2. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Service must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.

YOU EXPRESSLY AGREE AND UNDERSTAND THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, OR UNINTERRUPTED ACCESS. SPECIFICALLY, FELLOW FORCE DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION RELATED TO THE SERVICE; AND, (2) ANY WARRANTIES OF TITLE, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE.

NEITHER FELLOW FORCE NOR ANY ORGANIZATION NOR ANY OF THEIR DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, "FELLOW FORCE ASSOCIATES") SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL FELLOW FORCE'S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNT OF ANY REWARD PAID TO YOU PURSUANT TO THIS AGREEMENT. TERMINATION OF THIS AGREEMENT WITH FELLOW FORCE IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH FELLOW FORCE.

7. Indemnification.

You hereby indemnify Fellow Force, its agents and employees, the Fellow Force related parties, and the receiving organizations against and hold Fellow Force, its agents and employees, the Fellow Force related parties and the receiving organizations harmless from any and all claims, costs, damages, expenses and liabilities including reasonable attorneys' fees and costs of litigation or defense incurred by Fellow Force, its agents and employees, the Fellow Force related parties, and the receiving organizations, arising out of or relating to: (i) any violation or breach of any term of this Agreement by you or by anyone using your username and password, or (ii) any claim for payment of any part of an Reward, or any other compensation or salary asserted by any of your employers, employees, agents, partners, associates or subcontractors.

8. Governing law and Jurisdiction.

This Agreement shall solely be governed by and construed in accordance with the laws of The Netherlands. Each party irrevocably agrees to submit to the exclusive jurisdiction of the court of Amsterdam, The Netherlands over any claim or matter arising under or in connection with this Agreement (or the legal relationships established by this Agreement). Notwithstanding this clause, actions initiated or maintained by Fellow Force for injunctive, or other mandatory, prohibitory or similar relief, whether with respect to infringement of proprietary rights or otherwise, may be brought by Fellow Force in any court of competent jurisdiction.

9. General Provisions.

  1. You and Fellow Force acknowledge and agree that any receiving organization shall be a third- party beneficiary of this Agreement, and each shall have the right to assert and enforce the provisions of this Agreement directly on its own behalf.
  2. Nothing in this Agreement shall be construed to establish a joint venture, agency, employment, or other business relationship between you and Fellow Force.
  3. The failure of Fellow Force or a receiving organization to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect. Any ambiguities in this Agreement shall not be strictly construed against the drafter of the language concerned, but instead shall be resolved by applying the most reasonable interpretation under the circumstances.
  4. Articles 4, 5, 6, 7, 8, 9 en 10 shall survive termination of this Agreement.
  5. Fellow Force shall have the right to assign this Agreement and to sublicense any and all of its rights under this Agreement. Fellow Force may at any time modify the Rules of Participation, the Website Disclaimer and Privacy Policy. Any such modification shall be effectively as per the issue date mentioned in the header of every document.
  6. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provisions of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity.
  7. This Agreement, as it may be amended from time to time, in conjunction with the Rules of Participation, Website Disclaimer and Privacy Policy is the total agreement with respect to the subject matter hereof and supersedes all other agreements and understandings between the Parties with respect to same. You may contact Fellow Force by electronic mail at the address specified in the "Contact Fellow Force " section of the Website, fellowquestion@fellowforce.com, or via conventional mail on the following address: Fellowforce BV, soestdijkerstraatweg 27B (street), 1213 VR (postal code) Hilversum (city), The Netherlands.
  8. The governing and official language of this Agreement, the Service, and the Fellow Force Policies is English. " Les parties confirment leur volonté expresse que le présent Contrat et tous les contrats, documents et avis qui s'y rapportent soient rédigés en langue anglaise. (translation: The parties confirm their express wish that this Agreement and all related agreements, documents and notices be drawn up in the English language)." All translations of this Agreement, the Service, the Rules of Participation, the Website Disclaimer or the Privacy Policy are provided as an accommodation only.

10. Privacy statement.

Fellow Force is owned and operated by Fellow Force B.V., a private limited liability company, established at Hilversum, The Netherlands. We are committed to safeguarding your privacy online. Please read section 10 of this agreement carefully to understand how your personal information will be treated. This policy may change from time to time, so please check it periodically.

  1. Consent
    Your use of Fellow Force signifies that you consent to us collecting and using personal information in accordance with section 10 of this agreement.
  2. Information collected
    We ask you for some personal information when you register as a fellow. We may from time to time ask you for further information in order to update our records or for particular purposes. We will always inform you of how we intend to use any further information acquired from you. If you contact us, we may keep a record of that correspondence and incorporate the information it contains into our database. If you would like to revise any information you have provided to us, or feel that what we currently have on record is incorrect, you may update the information by entering the revised data yourself under My Fellowforce in the topmenu. Where this is not possible, please email fellowquestion@fellowforce.com.
  3. How and why do we use personal information?
    You will need to provide us with personal details that allow us to process and meet your Postings, notify you of the status of your Posting, to inform you about potential reward payments, and keep you informed of any updates or changes to the website. In the event of a reward payment to a Fellow, the Fellow contact information (name, email address and telephone number) is provided to the rewarding organization. Your personal details will never be sold or rented to third parties for marketing purposes. We may use your personal details to communicate with you by email, fax or telephone, for record-keeping purposes, in order to run your account (if applicable), for technical administration of the website, for research and development, and for customer administration. We may occasionally request information from you as part of surveys and promotions. Your participation is entirely voluntary. We may also ask you whether you would like to receive promotional emails and mailings from us about our other products and services. You are under no obligation to receive such information.
  4. Disclosure of personal information
    If there is reasonable suspicion that copyright or any other intellectual property right has been infringed by you, we will disclose to the author of the material the computer log of members that browsed the material in question prior to the infringement taking place. If we are requested by the police or by a regulatory or government authority to provide information concerning your activities while using the site, we shall do so. We will also disclose your personal data if we are compelled to do so by law.
    It is possible that we, our subsidiaries, joint ventures or any combination of such could merge with or be acquired by another business entity. Should such an event occur, we would share some or all of your information in order to continue to provide products and services. You will receive notice of such an event, and we will require the new combined entity to follow the practices disclosed in section 10 of this agreement. We will only pass on your details to other companies if you have indicated that you would like to receive further information from them.
  5. Correction and updating of personal data/privacy support
    If you would like to revise any information you have provided to us, or feel that what we currently have on record is incorrect, you may update the information by entering the revised data yourself under My Fellowforce in the top menu. Where this is not possible, please email fellowquestion@fellowforce.com. You may also email if you have any questions or concerns regarding our Privacy Policy. Under the Data Protection Act (“Wet Bescherming Persoonsgegevens”, you are entitled to a copy of the personal data held by us upon payment of a fee.
  6. How we protect information
    You acknowledge that the internet is not a 100% secure medium for communication. However, we do take every precaution to protect any information you send to us and we send to you. We are not responsible for any damage which you or others may suffer as a result of loss of confidentiality of such information, but we do take every precaution to protect your information. All personal information is stored on a server in a secure environment. Only employees who need the information to perform a specific task are granted access to data that identifies you personally. Only in the event of a reward payment to a Fellow, the Fellow contact information (name, email address and telephone number) will be provided to the rewarding organization. Your personal details will never be sold or rented to third parties for marketing purposes. In addition we hold regular security reviews to ensure that the site remains safe and secure. Your account profile is password-protected to prevent others from viewing your personal information. You are solely responsible for maintaining the secrecy of your password(s) and/or any account information. We recommend that you do not divulge your password to anyone else. Payments are transmitted via credit card and/or bank transfer, for which reason you will need to submit certain account information in order to complete a payment.
  7. How you can help us protect your information
    Whenever you voluntarily disclose personal information online in non-protected environments, e.g. on message boards, through email or in chat rooms, that information can be collected and used by others. In short, if you post personal information that is accessible to the public online, you may receive unsolicited messages from other parties. Remember to sign out of your account and close the browser window when you have finished; this is to prevent others from accessing your information, and is doubly important if you share your computer with other people or use a computer in a public place such as a library or internet cafe. We cannot ensure or guarantee the security of any information you transmit to us or that comes to you from our online products or services you send and receive this information at your own risk. Once we receive your data, we make every effort to ensure its security and integrity on our systems.
  8. Log files
    Every time someone visits fellowforce.com, a log file is generated on our computer. This contains information such as the user's IP (Internet Protocol) address, how long the user spent on the site and which parts of the site the user viewed. We also collect this information to help us diagnose problems and administer our systems, to report aggregate information to our advertisers, and to audit site use. We link IP addresses to identify you personally, which means that you will not remain anonymous. However, we can and will only use IP addresses to identify a user for the purpose of handling innovation proposals and challenge pitches and when we feel it is necessary to enforce compliance with our terms and conditions, or to protect our services and other users.
  9. Cookies
    Cookies are a common feature on most major websites. Fellowforce.com uses cookies in a variety of ways. In combination with access logs cookies are the simplest way of tracking user trends and patterns (e.g. how many people use different parts of the website), which helps us to understand more fully which parts of our service users find valuable and which parts need improvement.
    Cookies may be used to help match advertising to particular interests. Some of the advertising displayed on the website may be provided by third-party companies and may contain additional cookies belonging to our advertisers. These cookies will not contain any information that identifies you personally.
    Most computers are set up to accept cookies automatically. However, you can change your browser settings to refuse cookies or to be alerted when a cookie is being sent (which allows you to choose whether or not to accept it). Unfortunately, if you choose to refuse cookies on fellowforce.com, some parts of site may be slower or may not function properly.

PLEASE NOTE THAT YOU MUST BE AUTHORIZED TO ACCEPT THIS AGREEMENT AND LEGALLY SUBMIT POSTINGS TO FELLOW FORCE. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL AGREEMENTS PERTAINING TO YOUR POSTING, INCLUDING ANY EMPLOYMENT AGREEMENTS OR THIRD PARTY AGREEMENTS.

BY SELECTING THE "SUBMIT" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, AS WELL AS THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THE RULES OF PARTICIPATION, PRIVACY POLICY AND WEBSITE DISCLAIMER POSTED IN VARIOUS LOCATIONS ON THE FELLOW FORCE.COM WEBSITE, JUST AS IF YOU HAD SIGNED A PAPER COPY OF THIS AGREEMENT.

If you do not accept this Agreement or the Fellow Force Policies, please select "Home" in the topmenu, and you will be returned to the public area of this Service.

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