SAIRA – The Open Innovation Hub for Sustainable Development
Table of contents
- Parts of the Contract and Order of Precedence
- Registration, Eligibility and Password
- Submitted Documents
- Protection of Integrity and Authenticity
- Use of the WEBSITE
- Obligation to Check the Account; Backup Obligation
- Rights of Use
- Copyright, Protection of Trademarks and Brands
- Infringement of Property Rights
- Warranty and Liability
- Changes to the WEBSITE
- Applicable Law; Place of Jurisdiction
2.1 FRAUNHOFER provides SAIRA and its services to registered CLIENTS for the purpose of connecting researchers to other researchers, companies, SMEs, start-ups, non-governmental and government organizations that are looking for technologies and partners and seek professional research and technology development provided by researchers. Researchers are persons who conduct research and technology development on behalf of a research and technology organization (in the following “RTO”) that is member of The World Association of Industrial and Technological Research Organizations (in the following “WAITRO”). CLIENTS get the opportunity to upload challenges whereas researchers propose solutions and contributions (in the following “proposals”).
2.2 The functions of the WEBSITE and the specification of SAIRA’s services are described in a brochure (in the following “SAIRA GUIDE”) that is known and available to the CLIENT. Further explanation can be also found on the WEBSITE.
2.3 Using the WEBSITE is free of charge.
3. Parts of the Contract and Order of Precedence
3.1 In connection with the use of SAIRA and the WEBSITE the following terms apply:
a) TERMS OF US
b) SUBMISSION RULES
c) SAIRA GUIDE
3.2 In case of contradictory provisions between the terms the order of precedence of the terms according to Section 3.1 shall apply.
3.3 The Parties have not agreed on any other terms for the use of SAIRA and the WEBSITE.
4. Registration, Eligibility and Password
4.1 To engage in activities within this WEBSITE, the CLIENT needs to register and to create a CLIENT account. CLIENTS not registered may not use the SAIRA services on the WEBSITE.
4.2 Each CLIENT must be 18 years or older and a natural person. If a CLIENT acts on behalf of a research and technology organization (RTO), company or start-up, the CLIENT must be able to form legally binding contracts for its RTO, company or start-up under the applicable law.
4.3 To register as a researcher and thus be eligible to access challenges (e.g. RTO Challenges, Industrial Challenges, Start-Up Challenges, NGO/GO Challenges) and submit proposals, the CLIENT needs to be a researcher of an organization which is a member of WAITRO (in the following “researcher”). Internet domains of WAITRO member RTOs have been registered. Researchers of an RTO without an organizational internet domain are not able to register as a researcher. In this case, the WAITRO Office in Germany must be informed to verify the WAITRO membership.
4.4 To register as Industry or Start-up and thus be eligible to submit challenges (Industrial Challenges, Start-Up Challenges) the CLIENT needs to be employed at a commercial enterprise or start-up. As a Industry or Start-up the CLIENT is not eligible to solve challenges and access challenges which have been submitted by other solution seekers.
4.5 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 his or her organization.
4.6 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 may not make the password available to any third party, any person who is under age or any person with limited or partial limited legal capacity.
4.7 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 his password and via his account.
4.8 The CLIENT is obliged to notify FRAUNHOFER immediately of any improper use of the password, the CLIENT account or any other occurrence with security implications in connection with the use of the WEBSITE.
4.9 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 4.8 or requests a new password for other reasons.
4.10 The CLIENT may cancel the registration or delete the CLIENT’s account at any time.
5. Submitted Documents
5.1 Submitted challenges, project ideas and proposals are published on the WEBSITE. Different users have distinct viewing rights and access to challenges and proposals. Companies, start-ups, and NGOs/GOs only have access to the challenges they uploaded themselves.
Registered and logged-in researchers have access to (i) RTO Challenges, (ii) Industrial Challenges, (iii) Start-Up Challenges, and (iv) NGO/GO Challenges.
5.2 Content contributed by anyone other than FRAUNHOFER does not necessarily express the views of FRAUNHOFER as the operator of the WEBSITE.
5.3 FRAUNHOFER publishes voluntarily submitted success stories in the public area of the WEBSITE. FRAUNHOFER reserves the right to ask the submitting teams to provide proof of the information presented as a project outline or success story. Any false declaration or any fraud will lead to the immediate termination of the relationship between FRAUNHOFER and the submitting team.
6. Protection of Integrity and Authenticity
6.1 The integrity and authenticity of electronic documents provided by and to a CLIENT will be ensured through reasonable technical and organizational measures.
6.2 Moreover, FRAUNHOFER makes and archives secure protocols of access to the WEBSITE as well as the download of electronic documents for the security of the CLIENTS.
7. Use of the WEBSITE
7.1 Each visitor and CLIENT may use this WEBSITE 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 this WEBSITE is prohibited, e.g. decompiling or hacking of this WEBSITE 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 this WEBSITE 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 this WEBSITE. It is forbidden to take any action that imposes an unreasonable or disproportionately large load on FRAUNHOFER’s hosting servers. Finally, it is forbidden to attempt to or modify this WEBSITE except for its intended purposes.
- Advertise or sell any goods or services that are unlawful or which are inconsistent with the purpose of SAIRA,
- Post any content that is obscene, pornographic, violent, harassing, or otherwise objectionable,
- Post 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,
- Post 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 SAIRA’s reputation or goodwill,
- Post any content that violates 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 libellous, 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 the WEBSITE 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.
8. Obligation to Check the Account; Backup Obligation
8.1 When documents are provided in the CLIENT account, the CLIENT will be notified via email. However, the CLIENT shall regularly check his account for newly uploaded documents taking into account current business dealings.
8.2 The CLIENT shall download documents uploaded to his CLIENT account. He shall be solely responsible for regularly making proper backup copies of documents downloaded.
9. Rights of Use
9.1 All intellectual property rights (IP) associated with the knowhow, expertise, trademarks, patents and all other IP proposed by the WAITRO researchers (Problem Solvers) on this WEBSITE remain the sole property of the submitting person and the respective organization. The CLIENT shall ensure, in its sole responsibility that he owns all necessary rights or licenses to submit or share documents via this WEBSITE. More rules can be found in the SUBMISSION RULES.
9.2 All software used on this WEBSITE is the property of FRAUNHOFER and protected by copyright laws.
9.3 The visitor and 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. There shall be no rights in excess of the latter, in particular none to copy, disseminate, exhibit, make available to the public, process, transfer to third parties, or sublicense. The right of use does not comprise the disclosure of source code.
9.4 The visitor and CLIENT grants FRAUNHOFER, free of charge, a non-exclusive, temporally unrestricted, worldwide right to use all information uploaded, transmitted, stored or sent via the WEBSITE in any possible ways of use, in particular to copy, disseminate, exhibit, make available to the public, process, transfer to third parties, or sub-license, including to reproduce, create derivative works of, display, and present the information.
9.5 Business brands and logos of CLIENTS may be used by FRAUNHOFER for referencing purposes, but may not be redesigned or publicly disseminated. A CLIENT’s individual-related account data, as for example names and email-addresses, shall exclusively be used for the operation of the WEBSITE and shall not be passed on.
9.6 Sections 6.9 lit. d) and lit. e) of the German Copyright Act (Urheberrechtsgesetz, “UrhG”) shall remain unaffected.
10. Copyright, Protection of Trademarks and Brands
10.1 Copyright 2018©by Fraunhofer-Gesellschaft zur Förderung der angewandten Forschung e.V., Hansastraße 27c, 80686 Munich, Germany. All rights reserved.
10.2 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.
10.3 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.
10.4 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.
10.5 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
In case of an imminent infringement of a property or other right in the context of the use of the WEBSITE, FRAUNHOFER and the CLIENTS shall immediately notify each other, in particular if claims are asserted against them or if there are indications of the latter. Without written consent of the other, none of the contractual partners may reach settlements, declare acknowledgements, or make other concessions with respect to the asserted claim. 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.
12. Warranty and Liability
12.1 This WEBSITE is for worldwide use. Therefore, the visitor and the CLIENT shall be responsible for the compliance of its business activities to any applicable laws.
12.2 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 visitor’s and CLIENT’s individual device and with other software and computer systems, FRAUNHOFER does not accept any warranty or liability for the uninterrupted availability of the WEBSITE or for problems or incompatibility between the WEBSITE 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.
12.3 This WEBSITE provides functions of an unbiased broker for the matchmaking of challenges, project ideas, and potential solutions offered by third party Solution Seekers and WAITRO researchers (Problem Solvers). FRAUNHOFER does not accept any warranty or liability for a successful matchmaking, contractual negotiation between solution seekers and WAITRO researchers (Problem Solvers) or project implementation. FRAUNHOFER does not accept any warranty or liability for a funding of the proposed projects.
12.4 Challenges, project ideas, potential solutions and other information that have been made available via this WEBSITE is based on data originating from third party Solution Seekers, WAITRO researchers (Problem Solvers) and other users which are not influenced by FRAUNHOFER and cannot be controlled by FRAUNHOFER either. Therefore, FRAUNHOFER does not accept any warranty and liability for the quality, correctness, completeness, integrity, and currentness of all such contents made available via this WEBSITE.
12.5 FRAUNHOFER does not accept any warranty or liability for the quality, correctness, completeness, integrity, and currentness of data in the WEBSITE which are only provided by FRAUNHOFER as information for the CLIENT or which are of advertising character. Such information is provided without any assurance, warranty or guarantee, express or implied.
12.6 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 visitor and 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 visitors or CLIENTS.
12.7 Insofar as the WEBSITE includes hyperlinks to third party WEBSITES FRAUNHOFER does not accept any warranty or liability for such third party content. At the time of creating the link FRAUNHOFER did not have knowledge of any illegal content. FRAUNHOFER does not review the content of third party WEBSITES and cannot influence them technically.
12.9 FRAUNHOFER does not provide any express or implicit guarantees or assurances.
12.10 Should, contrary to the foregoing provisions of this Section 12, FRAUNHOFER nevertheless incur liability for damage, the following shall apply:
- In case of ordinary negligence FRAUNHOFER’s liability for damages is excluded, in particular for indirect damage, consequential damages, or loss of profit.
- In case of ordinary negligence and breach of an essential contractual duty by FRAUNHOFER, FRAUNHOFER’s obligation of to pay damages is limited, irrespective of the preceding phrase, to the foreseeable damage typical of the contract.
12.11 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.
12.12 The aforementioned exclusions of warranty and liability shall not apply in case of intentional or grossly negligent actions or omissions of FRAUNHOFER, its employees or the vicarious agents, in case of damages to life or health as well as in case of statutory liability under German product liability law.
13.1 The CLIENT undertakes to treat all information which disclosed by other CLIENTS of this WEBSITE as confidential and uses such information only in connection with the intended purposes of this WEBSITE. The CLIENT in particular undertakes neither to pass this information on to any third party nor to make available this information in any other way to any third party. The CLIENT undertakes to apply all reasonable measures in order to avoid any access of third parties to this information.
13.2 The confidentiality obligations under this Section 13 shall not apply to the extent that 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.
13.3 Unless agreed otherwise, the confidentiality obligations of the parties shall remain binding for 3 more years beyond the termination of this contract.
13.4 Statutory confidentiality provisions remain unaffected.
14. Changes to the WEBSITE
14.1 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.
14.2 Therefore, FRAUNHOFER reserves the right to change or shut down this WEBSITE in whole or in parts, taking into account the CLIENT’s interests, insofar as internal business processes of FRAUNHOFER require this, or the changes or shut downs are acceptable for the CLIENT. The CLIENT’s right to terminate according to Section 16 shall remain unaffected.
14.3 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 account.
15.4 This procedure of changes to legal provisions according to Sections 15.2 and 15.3 shall also apply to changes regarding the Data Protection Information.
16.1 This contract of use has an indefinite term.
16.2 FRAUNHOFER as well as the CLIENT may terminate the usage relation at any time with immediate effect without having to comply with any form requirement.
16.3 In case of termination the CLIENT account shall be deactivated. The CLIENT is then not able to continue using this WEBSITE anymore.
17. Applicable Law; Place of Jurisdiction
18.2 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.
18.3 Sections 18.1 and 18.2 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.