TERMS OF USE

SAIRA – The Open Innovation Hub for Sustainable Development

Table of contents

1. Definitions
2. Incorporation of the terms of use, Conclusion of Contract
3. Registration, Eligibility and Password
4. Subject Matter of the terms of use
5. Submission Rules
6. Publication
7. Use of the WEBSITE
8. Obligation to Check the Account; Backup Obligation
9. Rights of Use
10. Copyright, Protection of Trademarks and Brands
11. Infringement of Property Rights, Indemnification
12. Warranty and Liability
13. Confidentiality
14. Data Protection
15. Changes to the WEBSITE
16. Modification of the terms of use
17. Termination
18. Applicable Law; Place of Jurisdiction; Contractual Language
19. Severability

1. Definitions

1.1 CLIENT means all registered SAIRA users, e.g. a CLIENT can be an individual working at an ORGANIZATION that seeks a solution provided by other CLIENTS or an ORGANIZATION that offers to solve problems to OPPORTUNITIES uploaded by other CLIENTS. A CLIENT is able to upload OPPORTUNITIES, to choose the VISIBILITY of that OPPORTUNITY and to submit PROPOSALS to open OPPORTUNITIES visible to them as well as to add TEAM MEMBERS.

1.2 An OPPORTUNITY is any content that is uploaded on SAIRA where a CLIENT is searching for another CLIENT to collaborate with, independent of its VISIBILITY. Any uploaded content that is at one point open to accepting PROPOSALS on SAIRA is therefore an OPPORTUNITY.

1.3 An ORGANIZATION is any legal entity – such as a research and technology organization or company, or an association.

1.4 A PROPOSAL is any content that is submitted by one CLIENT as a response to an OPPORTUNITY.

1.5 SAIRA means an open innovation platform that aims at facilitating collaborations based on uploaded OPPORTUNITIES and PROPOSALS.

1.6 TEAM MEMBER means any CLIENT that is part of an OPPORTUNITY. Once an OPPORTUNITY was uploaded, the CLIENT who published that OPPORTUNITY can add more CLIENTS to their OPPORTUNITY who are called TEAM MEMBER.  These TEAM MEMBERS are visible in all perspective OPPORTUNITIES.

1.7 VISIBILITY means the degree of access a CLIENT provides to other CLIENTS for their OPPORTUNITIES. Once a CLIENT has published their OPPORTUNITY, it will be visible for the audience they choose. All OPPORTUNITIES will always be visible for CLIENTS who were identified as WAITRO Members. The CLIENT can furthermore choose whether their OPPORTUNITY shall be visible to:

• Only specific groups of logged-in CLIENTS chosen by the CLIENT who created the OPPORTUNITY or
• All logged in CLIENTS or
• All logged in CLIENTS and all visitors of the public SAIRA website http://www.saira.eco

Only logged in CLIENTS will be able to submit PROPOSALS to OPPORTUNITIES that are visible to them, even if an OPPORTUNITY is visible on the public page.

1.8 WAITRO is the World Association of Industrial and Technological Research Organization.

1.9 WEBSITE means the domain “http://www.saira.eco” as well as the corresponding sub-pages.

2. Incorporation of the TERMS OF USE, Conclusion of Contract

2.1 Fraunhofer-Gesellschaft zur Förderung der angewandten Forschung e.V., Hansastraße 27c, 80686 Munich, Germany, acting for its Fraunhofer-Institut für Angewandte Informationstechnik FIT, Schloss Birlinghoven, Konrad-Adenauer-Straße, 53754 Sankt Augustin, Germany (in the following „FRAUNHOFER“) provides SAIRA for registered CLIENTS on the basis of the following terms of use.

2.2. By completing the online registration process and creating an account, a user contract is concluded between the CLIENT and FRAUNHOFER.

2.2 SAIRA is provided exclusively on the basis of these terms of use. The inclusion of any Terms and Conditions of a CLIENT, which contradict these terms of use, is hereby objected to.

3. Registration, Eligibility and Password

3.1 To engage in activities within SAIRA, the CLIENT needs to register, including accepting these terms of use and to create a CLIENT account. CLIENTS not registered may not use SAIRA.

3.2 If a CLIENT acts on behalf of an ORGANIZATION the CLIENT must be able to form legally binding contracts, e.g. accepting these terms of use for their ORGANIZATION under the applicable law. If a CLIENT submits a PROPOSAL in response to an OPPORTUNITY, the CLIENT ensures that the CLIENT has the right to upload and share this information on behalf of the CLIENT´s ORGANIZATION.

3.3 The CLIENT is obliged to provide accurate and current information as prompted during the registration process. In particular, the CLIENT shall provide an email-address for notifications which is within his control and provide this address upon registration. The CLIENT shall be responsible for maintaining the email-address and for all actions via the respective email-account. The CLIENT agrees to update information in order to keep the CLIENT account accurate and current at all times and to ensure the ability to act on behalf of their ORGANIZATION.

3.4 The registration requires the creation of a CLIENT’s account. This consists of a username and a password. After the registration, the CLIENT receives a password via email to complete the registration and to access to the WEBSITE and the CLIENT account. The CLIENT must not make the password available to any third party or any person with limited or partially limited legal capacity.

3.5 It is the CLIENT’s responsibility to ensure that only authorized persons have access to the CLIENT’s account. The CLIENT is solely and fully responsible for all actions which take place using their password and via their account.

3.6 The CLIENT is obliged to notify FRAUNHOFER immediately of any improper use of the password, the CLIENT´s account or any other occurrence with security implications in connection with the use of the WEBSITE.

3.7 As far as necessary, FRAUNHOFER will suspend the CLIENT’s access to the WEBSITE and will immediately provide the CLIENT with a new password if the CLIENT makes a notification according to Section 3.7 or requests a new password for other reasons.

4. Subject Matter of the TERMS OF USE

4.1 FRAUNHOFER provides SAIRA on the WEBSITE to CLIENTS. FRAUNHOFER shall endeavor to ensure trouble-free operation of SAIRA. This is naturally limited to services over which the operator has an influence.

4.2 All logged in CLIENTS can upload OPPORTUNITIES, choose their VISIBILITY and submit PROPOSALS to all OPPORTUNITIES visible to them.

4.3 The functions of the WEBSITE and the specification of SAIRA are described in  a SAIRA Guide. In case of contradictory provisions between the terms of use and the SAIRA Guide the terms of use prevail.

4.4 Using SAIRA is free of charge.

5. Submission Rules

5.1. Submission Rules for OPPORTUNITIES

5.1.1. Before publishing their OPPORTUNITY, the CLIENT can choose the VISIBILITY. OPPORTUNITIES will always be visible for those CLIENTS that were chosen by the CLIENT who published the OPPORTUNITY.

Only logged in CLIENTS will be able to submit PROPOSALS to OPPORTUNITIES that are visible to them, even if an OPPORTUNITY is visible on the public page.

5.1.2. Once the CLIENT has published an OPPORTUNITY, they cannot edit it anymore. Editing is only possible by un-publishing and re-publishing, which is not recommended.

5.1.3 If the CLIENT submits an OPPORTUNITY, it is possible that there will be a successful matchmaking. This means that at least two CLIENTS or more (one who published the OPPORTUNITY and at least one CLIENT who submitted a proposal that got accepted) agree to collaborate on the OPPORTUNITY published by one of the CLIENT’s on SAIRA. In this case, the CLIENT can engage in Research and Development activities according to separate agreements after a successful matchmaking. In case of a collaboration between CLIENTS, any contractual relationships arise exclusively between the CLIENTS involved. In this case FRAUNHOFER does neither become a representative nor a contractual partner itself. The terms and conditions of these separate contracts will be negotiated directly between the involved parties including the scope of work, tasks, duration and financial details.

5.2. Submission Rules for PROPOSALS

5.2.1 Once the CLIENT has published a PROPOSAL, it will be visible to the publishers of that OPPORTUNITY and all TEAM MEMBERS of that OPPORTUNITY. The CLIENT will be able to see all TEAM MEMBERS of an OPPORTUNITY under OPPORTUNITY details. Other CLIENTS are not able to access or see the PROPOSAL.

5.2.2. Once the CLIENT has submitted a PROPOSAL, they cannot edit it anymore. Submitted PROPOSALS can only be deleted from the CLIENT’s dashboard who submitted that PROPOSAL. Once the CLIENT submitted a PROPOSAL they cannot delete it from the CLIENT’s dashboard to who’s OPPORTUNITY they submitted it to.

5.3 Financing

FRAUNHOFER is not responsible for the financing in case of a successful matchmaking of OPPORTUNITIES and PROPOSALS on SAIRA. According to Section 5.1.3 financing will be agreed separately directly between the involved CLIENTS.

 6. Publication

6.1 OPPORTUNITIES and PROPOSALS will be published on SAIRAWEBSITE. CLIENTS have different viewing rights that are chosen by the CLIENT who uploaded the OPPORTUNITY. The CLIENT chooses the VISIBILITY.

6.2 Content contributed by anyone other than FRAUNHOFER does not necessarily express the views of FRAUNHOFER as the operator of the SAIRA.

6.3 FRAUNHOFER has the right to publish success stories submitted by the CLIENTS online, especially in the public area of SAIRA in FRAUNHOFER´s sole discretion; further publications will be agreed with the affected CLIENT in advance.

7. Use of the SAIRA

7.1 Each CLIENT may use SAIRA only for lawful purposes, and in compliance with all applicable and valid laws and only in the context of the express or perceptibly intended possibilities and purposes of use.

7.2 In particular, any abusive use of SAIRA is prohibited, e.g. decompiling or hacking of SAIRA or of FRAUNHOFER’s or other user’s IT systems or a transfer of the information made available to third parties. Moreover, any kind of manipulating data or supplying faulty data is considered an abusive use and prohibited. Furthermore, it is prohibited to use any robot, spider, other automatic device or manual process to monitor or copy any pages within SAIRA or its contents without the prior written permission of FRAUNHOFER. It is not allowed to use any device or software to interfere or attempt to interfere with the proper working of SAIRA. It is forbidden to take any action that imposes an unreasonable or disproportionately large load on FRAUNHOFER’s hosting servers. Furthermore, it is forbidden to attempt to or modify SAIRA except for its intended purposes.

7.3 FRAUNHOFER reserves the right in its sole discretion to remove any content that may be considered as inappropriate, including but not limited to, a violation of any laws or the terms of use. In particular, CLIENTS must not

• Upload, any goods or services that are unlawful or which are inconsistent with the purpose of SAIRA,
• Upload any content that is obscene, pornographic, violent, harassing, or otherwise objectionable.
• Upload any content that advocates, promotes or otherwise encourages violence against any governments, Organizations, groups or individuals or which provides instruction, information, or assistance in causing or carrying out such violence.
• Upload any content that holds FRAUNHOFER, CLIENTS, their employees, shareholders and affiliates up to public scorn or ridicule or publish falsehoods or misrepresentations that could in anyway damage or impair FRAUNHOFER´s or SAIRA’s reputation or goodwill.
• Upload any content that may violate any copyrights, patents, trademarks, trade secrets or other intellectual property rights of others,
• Fail to obtain all required permissions when using SAIRA to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual property laws including copyright and patent laws,
• Use SAIRA in a tortuous manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress.
• Introduce viruses, worms, trojan horses or other harmful code on SAIRA or otherwise upload files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of another’s computer; or post the same note repeatedly, referred to as spamming, which is strictly prohibited.

7.4. FRAUNHOFER is entitled to block access to individual contents at any time, e.g. if there is a suspicion that the content violates applicable law or the rights of third parties.

8. Obligation to Check the Account; Backup Obligation

8.1 When documents are provided in the CLIENT´s account, the CLIENT will usually be notified via email. However, the CLIENT shall regularly check their account for newly uploaded documents taking into account current business dealings.

8.2 The CLIENT shall download documents uploaded to their CLIENT´s account. They shall be solely responsible for regularly making proper backup copies of documents downloaded.

8.3 The integrity and authenticity of electronic documents provided by and to a CLIENT will be ensured through reasonable technical and organizational measures, e.g. through the Bloxberg Blockchain. It is at the sole discretion of FRAUNHOFER to adapt and replace in whole or in part any technical and organizational measures taken, in particular if this is due to technical development and changes in standards or serves to improve technical security. This also includes, among other things, the exchange of storage and transmission technologies (e.g. the Bloxberg Blockchain).

9. Rights of Use

9.1 In any case, the submission of a PROPOSAL or an OPPORTUNITY by a CLIENT and all Intellectual Property Rights (IP) associated with the knowhow, expertise, trademarks, patents and all other IP proposed by the CLIENT does not imply a grant or transfer of Intellectual Property Rights (IP).

The submitted IP stays with the respective owner of the IP. After a successful matchmaking the usage and transfer of IP can be agreed upon separately.

9.2. The CLIENT grants FRAUNHOFER an irrevocable, non-exclusive, royalty-free right to use the uploaded content, unlimited in terms of space, time and content, for the sole purpose of publishing the content on the WEBSITE within the scope of the purpose of these terms of use. This includes in particular the right of reproduction, the right of distribution and the right of public reproduction, in particular the right of public access.

9.3 The CLIENT shall ensure, in its sole responsibility that they own all necessary rights or licenses to upload and share documents or other content via this WEBSITE.

9.4 All software used on this SAIRA is the property of FRAUNHOFER.

9.5 The CLIENT shall acquire, free of charge, a non-exclusive, worldwide right, limited in time for the duration of this contract, to use, via a terminal device, the displayed information of the WEBSITE for itself for own research and problem-solving purposes according to SAIRA’s aims as described in SAIRA Guide. There shall be no rights in excess of the latter, in particular none to copy, disseminate, exhibit, make available to the public, process, transfer or make available to third parties, or sublicense. The right of use does not comprise the disclosure of source code.

9.6 Business brands and logos of CLIENTS may be used by FRAUNHOFER for referencing purposes, but may not be redesigned or publicly disseminated beyond that.

9.7 A CLIENT’s individual-related account data, as for example names and email-addresses, shall exclusively be used for the operation of SAIRA according to data protection laws and shall only be passed on as described in the .

9.8 Sections 69 lit. d) and lit. e) of the German Copyright Act (Urheberrechtsgesetz, “UrhG”) shall remain unaffected.

10. Copyright, Protection of Trademarks and Brands

10.1 All texts, pictures, graphics, sounds, animations, videos or other content of the WEBSITE which can be protected as well as the design of the WEBSITE are subject to copyright law and, possibly, other provisions for the protection of intellectual property. They may not be copied, changed, transferred, published or otherwise used for commercial purposes or other purposes beyond the possible uses of the WEBSITE.

10.2 Protected trademarks, other commercially used marks and elements of the WEBSITE are usually not labelled as such. The lack of such labelling does not mean that trademarks, other commercially used marks and elements are not protected. Unless otherwise specified, FRAUNHOFER, FRAUNHOFER’s affiliates or third parties own all rights in trademarks, other commercially used marks and elements mentioned on the WEBSITE.

10.3 By offering this WEBSITE for use, FRAUNHOFER does not grant any license for the use of trademarks, other commercially used marks and elements which exceeds the possible uses of the WEBSITE as defined by FRAUNHOFER.

10.4 Any use of published contact data for the transmission of marketing materials, unrequested or objectionable spam email is not permitted. In case of a violation of this prohibition FRAUNHOFER reserves the right to take legal steps.

11. Infringement of Property Rights, Indemnification

11.1 In case of an imminent infringement of a property or other right in the context of the use of the WEBSITE and/or SAIRA, CLIENTS shall immediately notify FRAUNHOFER, in particular if claims are asserted against them or if there are indications of the latter, and must agree on the further course of action. In case a claim or a civil action on the basis of an infringement is instituted or is imminent according to reasonable estimation, FRAUNHOFER may take measures at its own costs in order to prevent the infringement or asserted infringement of those rights. FRAUNHOFER may in particular accomplish this by non-proprietary modification or substitution of a service or by procurement of a license authorizing the use.

11.2 The CLIENT agrees to indemnify, defend and hold Fraunhofer harmless, as well as Fraunhofer´s affiliates and employees, from all third party claims, liability, damages and costs arising from alleged or actual infringement and/or violation of third party rights by actions taken by the CLIENT in connection with the use of SAIRA, e.g. any CLIENT´s unauthorized or improper use of the WEBSITE or the information on this WEBSITE. In addition, the CLIENT undertakes to reimburse all costs incurred by FRAUNHOFER as a result of claims made by third parties. Reimbursable costs also include the costs of an appropriate legal defense. 

12. Warranty and Liability

12.1 As a result of the features of the internet, the necessity of utilizing a telecommunication connection of a third party provider, the necessity of interaction with the CLIENT’s individual device and with other software and computer systems, FRAUNHOFER does not accept any warranty or liability for the uninterrupted availability of SAIRA or for problems or incompatibility between SAIRA and up- or downloaded files. Limitations on availability which FRAUNHOFER knows of in advance, e.g. for maintenance or update purposes, shall be notified to the CLIENT a reasonable time in advance. FRAUNHOFER has the right, in its sole discretion, to immediately interrupt or terminate the WEBSITE offer without prior notice and to permanently delete any existing data if FRAUNHOFER deems it necessary. This applies in particular to indications of an incident relevant to security or data protection, to a significant threat to information security or data protection, or to concrete indications of a violation of IP.

12.2 SAIRA provides functions for the matchmaking of OPPORTUNITES and PROPOSALS by the CLIENTS. FRAUNHOFER does not accept any warranty or liability for a successful matchmaking, separate contractual negotiation between the CLIENTS or project implementation. FRAUNHOFER does not accept any warranty or liability for the financing of the proposed projects.

12.3 FRAUNHOFER does not accept any warranty or liability for the uninterrupted freedom of the WEBSITE of defective code, e.g. of infiltrated computer viruses. FRAUNHOFER will regularly review the WEBSITE with regard to defective code, however, the CLIENT shall also ensure reasonable protection against defective code in accordance with the technical state of the art. Moreover, FRAUNHOFER cannot be held liable for any fraud that may be committed by other CLIENTS.

12.4 Limitation of Liability:

• Unlimited liability: FRAUNHOFER is liable without limitation for intent and gross negligence and in accordance with the Product Liability Act. For slight negligence, FRAUNHOFER is liable for damages resulting from injury to life, body and health of persons.
• In all other respects, the following limited liability shall apply: In the event of slight negligence, FRAUNHOFER shall only be liable in the event of a breach of a material contractual obligation, the fulfillment of which is a prerequisite for the proper execution of the terms of use and on the observance of which the CLIENT may regularly rely (cardinal obligation). The liability for slight negligence is limited to the amount of damages foreseeable at the time of the conclusion of the contract, the occurrence of which must be typically expected.

12.5 The aforementioned exclusions of warranty and liability shall also apply for the benefit of FRAUNHOFER’s affiliates, all employees and vicarious agents of FRAUNHOFER (e.g. directors, employees, freelancers), irrespective of the legal grounds on which claims are raised against them.

 13. Confidentiality

13.1 The CLIENT shares confidential information at their own risk. The CLIENT should not provide any confidential information without marking it as “confidential” or similar. The CLIENT is responsible for taking all appropriate measures to protect the core information of his confidential information, e.g. confidential know-how in order to avoid any fraud or abuse of the respective information. Detailed confidential information should only be disclosed under a separate Confidential Disclosure Agreement (CDA), e.g. after a successful matchmaking.

13.2 The Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information and agrees to use such information only for SAIRA´s aims according to the SAIRA Guide and to take all actions necessary in order to prevent third parties from gaining access to such information.

13.3 The Receiving Party may not disclose to third parties either in whole or in part any of the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party given in writing or via email. The internal disclosure of Confidential Information is permitted only to the extent that it is required for the Purpose of SAIRA (on a “need to know” basis) and it is assured that the Confidential Information will be received only by employees who – to the extent permitted by law – were or are subject to obligations that are similar to the obligations set forth in this Section.

13.4 The Contracting Parties agree not to exploit any received Confidential Information without the prior written consent of the Disclosing Party, and specifically not to file any industrial property registrations. Proprietary, license and usage rights to Confidential Information, the know-how related thereto or any industrial property rights registered or granted thereon will not be granted on the basis of this Agreement. The disclosure of any Confidential Information will not establish any right based on prior use rights in favor of the Receiving Party.

13.5  The confidentiality obligations under this Section 13 shall not apply to the extent that the confidential information (i) is publicly available or becomes publicly available without a violation of these obligations, or (ii) was lawfully received from any third party, or (iii) is already known by the Receiving Party, or (iv) must be disclosed pursuant to judicial, administrative or mandatory rules or orders, always provided that the extent of the disclosure shall be kept as limited as possible and the Receiving Party shall notify the other party of a required disclosure prior to such disclosure, unless such notice could not reasonably be given, or (v) was independently developed by the Receiving Party without usage or reference to the information of the other party. The party that relies on one or more of the aforementioned exemptions has to prove the alleged underlying facts.

13.6 Statutory confidentiality provisions remain unaffected.

14. Data protection

Registration and participation in SAIRA take place on the request of the CLIENT and implies the collection and processing of personal data of the CLIENT to the extent necessary pursuant to these terms of use. Further information on the processing of personal data can be found in the data protection information of FRAUNHOFER.

15. Changes to SAIRA

15.1 FRAUNHOFER endeavors to continuously develop the WEBSITE, and to adhere to the state of the art as it is known to FRAUNHOFER, as far as this is reasonable in FRAUNHOFER’s view. The CLIENT has no claim to the maintenance of individual functionalities of SAIRA.

15.2 Therefore, FRAUNHOFER reserves the right to change, to restrict access to the WEBISTE or to shut down this WEBSITE in whole or in parts, taking into account the CLIENT’s interests, due to maintenance work, capacity concerns and other events beyond its control. The CLIENT’s right to terminate according to Section 16 shall remain unaffected.

15.3 A material change of functions, which have more than immaterial effects on CLIENT’s processes as well as the complete shutdown of the WEBSITE shall be notified to the CLIENT in advance with reasonable notice. Such notifications shall be made via the CLIENT´s account.

16. Modifications of the TERMS OF USE

FRAUNHOFER reserves the right to modify, e.g. change, amend or delete the terms of use in part or altogether with effect for the future. In such case FRAUNHOFER will provide the new terms of use and shall notify the CLIENT via email/the CLIENT´S account, giving the CLIENT the opportunity to object to the changes within a reasonable period of time after notification, and pointing out in particular that the changes shall become effective in the absence of an objection.

17. Termination

17.1 These terms of use run for an indefinite period and may be terminated by FRAUNHOFER as well as the CLIENT without notice or reason.

17.2 Besides and beyond the right of extraordinary termination of the Parties remains unaffected. FRAUNHOFER shall be especially entitled to terminate without notice in particular, if the CLIENT persistently violates its obligations under Sections 3.2, 7, 9.2, 9.3 of this terms of use.

18. Applicable Law; Place of Jurisdiction; Contractual Language

18.1 These terms of use shall be governed by German law with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG). With regard to CLIENTS with a registered office not located in the Federal Republic of Germany, the ordinary courts of Munich are hereby agreed as place of jurisdiction for all disputes arising from or connected with the Contract.

18.2. Contractual language is exclusively English

19. Severability

19.1 Should a provision of these terms of use be invalid or infeasible, wholly or in part, or contain gaps or will do so in the future, this shall not affect the validity of the other provisions.

19.2 In case of an invalid, infeasible or incomplete provision the parties shall agree upon a new provision which takes into account the interests of both parties and the intended contractual purpose in a reasonable manner and in accordance with good faith.

19.3 Sections 19.1 and 19.2 shall apply correspondingly in case a provision is invalid due to its timely, personal, local, or factual scope of application, or with respect to its amount.

These TERMS OF USE are currently valid and dated as of May 4, 2021.