General Terms of Use

As of 07/25/2012

Overview
1. Our websites: These General Terms of Use govern the use of the following websites:  www.INNOVAHUB.com; and (b) any other website which We advise You we own and/or operate from time to time which allows users to buy and/or sell innovation, and the subdomains and any replacement website of the websites listed above, which We notify to you (together, “Our Websites”).
2. Special Terms and Conditions
3. Each of Our Websites is also governed by their own set of “Special Terms and Conditions”, in addition to these General Terms of Use. Before using any of Our Websites, You should also carefully read the Special Terms and Conditions that apply to that website.
4. Inconsistency: If there is any inconsistency between these General Terms of Use and the Special Terms and Conditions, then the provisions of the Special Terms and Conditions will prevail to the extent of the inconsistency.
Agreement
1. These General Terms of Use and the Special Terms and Conditions for each of Our Website together constitute the Agreement.
2. This Agreement is between you, the person or company using Our Services ("You", "Your"), and INNOVAHUB.COM ("We", "Us", "Our"). References in this Agreement to “You” or “Your” are references to You in the capacity of either a Community Member or Innovation Worklab User, or both (as relevant).
3. Your use of Our Services is subject to Your agreement to and compliance with the terms of this Agreement.
4. By registering on any of Our Websites and using any of Our Services You: (a) indicate Your acceptance of the terms of this Agreement; and (b) represent that You are at least eighteen (18) years old.
5. When registering to use Our Websites and Our Services, You must register yourself as a “Community Member” or a “Innovation Worklab User”.
6. By registering on any one of Our Websites, You are also registering yourself on all of Our Websites.
Amendments to this Agreement
1. We may amend this Agreement (including Our Services) at any time, and will update the applicable part of the Agreement on Our Websites or may provide written notification to You in respect of such amendments. All such amendments will be effective as of the date of publication of the updated applicable part of the Agreement on Our Websites.
2. Your continued use of Our Services, after such amendments are made in accordance with clause 2.1, shall be deemed to be acceptance of the amended terms.
Term
The Term of this Agreement commences on the date on which You register with Us on any of Our Websites and continues until it is terminated by You or Us in accordance with this Agreement.
Our Services and Our Websites
1. A description of Our Services, which we provide on Our Websites is available in the Special Terms and Conditions for each of Our Websites.
2. Community Member acknowledges that We may make available for sale on any of Our Websites any of Your Content which You make available for sale on any one of Our Websites, unless you tell us You do not want Your Content to be made available for sale in this manner.
3. We reserve the right, at Our sole discretion, to do any of the following in respect of both Community Members and Innovation Worklab Users: (a) to use or display any of Your Content on any of Our Websites; (b) to include (including after the termination of this Agreement) references to and/or use any of the Your Content, Your name(s) and/or profile pictures on any of Our Websites; (c) to refuse to provide any services to You, including if We believe (at Our discretion) Your Content is capable of breaching Your obligations under this Agreement; (d) to limit, suspend or terminate any of Our Service to You or remove any of Your Content; (e) to remove, block, not display and/or not store any of Your Content or any other information or materials at Our discretion, including without limitation that which we deem to be offensive or inappropriate, regardless of whether this material is unlawful; and (f) to cease providing any of Our Services to You in the event payment of Premium Fees is not made in full and on time.
4. We may, but are under no obligation to moderate or monitor the use of Our Services and/or Our Website by Community Members and Clients, including without limitation any of Your Content.
Use of Our Services
1. Community Member acknowledges that if You make available for sale any of Your Content on any of Our Websites, then: (a) You warrant that the same Your Content is not then available for sale on any other websites; and (b) You promise that You will not make the same Your Content available for sale on any other website for so long as it is available for sale on Our Websites.
2. Community Members and Clients must not (and must not permit others to) use Our Websites or any of Our Services to: (a) publish or provide any material that is defamatory, offensive, harassing, indecent, menacing, obscene or illegal; (b) engage in, or fail to engage in, any activity in a manner which will expose Us to any liability; (c) engage in misleading or deceptive conduct or fraud of any kind; and/or (d) publish or provide access to any content that is unsuitable for people under the age of eighteen (18) years old.
3. Community Members and Clients are responsible for ensuring that We have accurate and up-to-date contact information for You (as applicable), including your full name, postal address, telephone number and email address. We can be contacted at INNOVAHUB.COM Social Utilities Incorporated, 722 Dulaney Valley Road Suite 194, Towson, Maryland 21204 USA.
4. If We issue You, as either a Community Member or an Innovation Worklab User, with a password You must not reveal it to anyone else. You must not use anyone else’s password.
5. Community Members and Clients must conduct virus scanning and other tests as may be necessary to ensure that any data that is uploaded from, or downloaded to, any of Our Websites does not contain any computer virus. You are solely responsible for the backup of any files in connection with Our Services, including without limitation in respect of Quest(s), work(s), submissions and requirements.
6. Community Members and Innovation Worklab Users undertake to ensure that any and all of Your Content:(a) does not infringe the Intellectual Property Rights or any other rights of any person and that all royalties or license fees have been paid to secure the use of that material;(b) is not obscene, illegal, offensive, upsetting, defamatory or in any way unsuitable for people under the age of eighteen (18) years old; and (c) does not comprise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature.
Fees
- Community Members and Clients must pay to Us the Fees and any other charges as contemplated by this Agreement or on Our Websites at the rates and/or in the manner specified and referred to in this Agreement or on Our Websites.
- Community Members and Clients must notify Us as soon as possible in respect of any changes to Your billing and account information.
- Community Members and Clients acknowledge that Fees are processed via a third party payment processing service and will be subject to the applicable terms and conditions offered by such third party.
- The Fees are exclusive of State tax, VAT and other similar taxes (where applicable). Without limiting the foregoing, Community Members and Innovation Worklab Users shall be liable for any taxes, duties or charges imposed in respect of Our Services (other than taxes imposed on Our income). For the avoidance of doubt, if the effect of any tax, duty or charge applied to the Fees is to reduce the Our revenue under this Agreement, the Fees will be grossed up such that Our revenue under this Agreement is not reduced.
- All payments must be made in US dollars, or Euro.
- Where we are required to make a payment to You, either as a Community Member following the receipt by Us of Fees received from another user of Our Services, You acknowledge that: (a) We may first seek to verify the legitimacy of any payments We received from the other user; (b) if, in Our reasonable opinion, We believe such payments are not legitimate (including, for example, payments made by the unauthorized use of a credit card), then We can retain and deal with such payments in our Own discretion; and (c) the relevant transaction under which the illegitimate payment was received by Us will be deemed to be void, and We will not be required to make any payment to You as a result (but may, in Our discretion, make a payment to You equal to the whole or part of the amount which would have otherwise been due to You, depending on how we deal with the illegitimate payment).
Intellectual Property Rights
1. Save in respect of Your Content, You acknowledge and agree that all right, title and interest in and to Our Websites and Our Services (including in respect of the software and technology underlying the Our Websites, any documentation or content provided with Our Services, and any know-how, trade marks or service marks of Ours) ("Our Intellectual Property Rights") are vested in Us or in Our licensors or suppliers.
2. For the avoidance of doubt, nothing in this Agreement shall be construed as granting You any right, title and interest in and to any of Our Intellectual Property Rights or any other Intellectual Property Rights owned or controlled by Us.
Privacy
All of the personal information We collect from You is subject to Our privacy policy, a copy of which is accessible via Our Websites.
Acknowledgements and Warranties
1. You warrant and represent that: (a) You are solely liable and responsible for Your Content; (b) You are at least eighteen (18) years old; (c) You have the right, power and authority to enter into this Agreement and grant the rights granted in this Agreement (as applicable); (d) You shall comply with all applicable laws in Your performance of Your rights and obligations under this Agreement; (e) none of Your Content infringes the Intellectual Property Rights or any other rights of any person; (f) Your Content is not the subject of any claim, demand, action or legal proceeding or to Your knowledge any potential or pending claim, demand, action or proceeding; (g) You will use your full and correct name in creating Your profile and when using Our Websites (for example, when submitting Quest(s), quotes and work(s)); (h) Your Content does not contain material that is obscene, illegal, offensive, upsetting, defamatory or in any way unsuitable for people under the age of eighteen (18) years old; and (i) You are solely responsible for any third party payments or royalties payable in respect of Your Content.
2. We warrant and represent that: (a) We have the right, power and authority to enter into this Agreement; and (b) We shall comply with all applicable laws in Our performance of Our rights and obligations under this Agreement.
Liability
- Our Services and Our Websites are provided “as is” and all guarantees, conditions and warranties expressed, implied or imposed by any legislation, the common law, or otherwise in relation to the supply of Our Services, Our Websites or otherwise in connection with Our obligations under this Agreement are expressly excluded and disclaimed to the fullest extent permitted by law, except where such exclusion is prohibited by law.
- Without limiting clause 11.1, We make no warranty or representation that: (a) Our Services, Our Websites or any content made available on such will meet Your requirements or expectations; (b) the use of Our Services, Our Websites or any content made available on such will be uninterrupted, timely, secure, error free or virus free, or unable to be accessed by hackers, viruses or other harmful components; (c) that results that may be obtained from the use of Our Services, Our Websites or any content made available on such will be accurate or reliable; and (d) any errors in Our Services, Our Websites or any content made available on such will be corrected.
- Except as otherwise expressly specified in the Agreement, Our liability for any breach of any statutory guarantee or any condition, warranty or other obligation which is implied or imposed by law which cannot be excluded by agreement, shall not exceed, if permitted by law, at Our option: (a) in the case of the supply of goods: (i) the replacement of the goods or the supply of equivalent goods; or (ii) the repair of the goods; or (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; or (b) in the case of the supply of services: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again. For the avoidance of doubt, nothing in this Agreement shall operate to exclude or restrict a party’s liability where such exclusion or restriction is prohibited by law.
- To the maximum extent permitted by law, in relation to the Our Services and the subject matter of this Agreement in no event shall We or Our employees, officers, representatives and directors be liable for any loss of profits, management time, savings, contracts, revenue, invest, goodwill, data, or for any penalties, fines, or for any consequential, special, indirect, or exemplary damages, costs, expenses, or losses (including negligence).
- To the maximum extent permitted by law, You agree that We, Our employees, officers, representatives and directors shall not be liable to You for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to this Agreement (whether that liability arises in contract, tort (including negligence) or statute) which are not otherwise excluded or limited for an aggregate amount in excess of the sum of the applicable Fees in respect of the transaction or project that gave rise to the relevant loss.
Indemnity
1. You indemnify and hold Us (and Our directors and employees), harmless against all loss, damage, liability, costs and expenses (including legal costs) suffered or incurred by Us: (a) in respect of any claim or demand made by any person in connection with any of Your Content (as applicable) (including from a person’s use of Your Content); (b) in respect of any claim or demand made by any person in connection with Your use of any content obtained through Our Services; (c) in respect of any claim that any of Your Content (as applicable) infringes the Intellectual Property Rights of any person; and/or (d) in respect of Your (or any person claiming through You) use of the Our Services or Our Website or resulting from a breach of this Agreement by You and/or the violation by You of any law.
Suspension or termination
1. Without limiting any other rights of termination under this Agreement and subject to clauses 13.5 and 13.6, You may close Your account with Us and terminate this Agreement at any time and for any reason on written notice to Us.
2. Without limiting any other rights of termination under this Agreement and subject to clauses 13.5 and 13.6, We may close Your account with Us and terminate this Agreement at any time and for any reason on written notice to You.
3. In addition to any other rights of suspension or termination under this Agreement, from time to time during the Term We may, without notice to You, suspend, disconnect or deny You access to any of Our Services if You fail to comply with any of Your obligations under this Agreement until the breach (if capable of remedy) is cured to Our satisfaction. If You breach the terms of this Agreement, We reserve the right not to make any payment to You, which you may otherwise be entitled to under this Agreement.
4. Any amounts paid to Us up to and including the date of termination will not be refundable.
5. If this Agreement is terminated You must immediately pay to Us all outstanding amounts owing to Us under this Agreement as at the date of termination.
6. Termination of this Agreement will not extinguish or otherwise affect any accrued rights or remedies of either party. The following clauses continue to apply after termination: Clauses 5.3, 6, 8 to 17 (inclusive).
7. If Your account on one of Our Websites is closed then we may close your account on the other of Our Websites.
Confidentiality
1. A party shall not, without the prior written approval of the other party, disclose the other party’s Confidential Information. A party shall not be in breach of this Agreement in circumstances where it is legally compelled to disclose the other party’s Confidential Information.
2. Each party shall take all reasonable steps to ensure that its employees and agents do not disclose the other party’s Confidential Information.
3. The parties may disclose the other party’s Confidential Information: (a) to its related companies, solicitors, auditors, insurers and accountants who require information for the purpose of this Agreement; or (b) if required to disclose the information by law or the rules of any Stock Exchange.
Governing law and dispute resolution
1. This Agreement is governed by the laws of the state of Maryland, United States of America and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
2. A party must not commence any arbitration or court proceedings relating to a dispute unless it has complied with the provisions of this clause, except where a party seeks urgent injunctive relief.
3. If there is a dispute arising out of or in connection with this Agreement, then: (a) the party raising the dispute must first notify the other party in writing of the dispute, and provide sufficient detail to enable the dispute to be considered; (b) the parties must discuss or enter into correspondence about the dispute and attempt to resolve it; and (c) if the dispute is not resolved within 14 days of when the dispute was first notified, then the dispute is to be resolved in accordance with clauses 15.4 and 15.5.
4. If You are an United States resident or a company incorporated in the United Sates of America, then any dispute or difference arising out of or in connection with this Agreement shall be submitted to arbitration in accordance with, and subject to, the law of Maryland Baltimore County.
5. If You are not an United States resident or a company incorporated outside of the United States of America, then: (a) the dispute will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one arbitrator appointed in accordance with the Rules; (b) the arbitration will be conducted under the law governing this Agreement as set out in clause 15.1; (c) the place of arbitration will be Baltimore, Maryland; (d) the language of the arbitration will be English; and (e) any judgment or award rendered by the arbitrator may be entered in any court having jurisdiction to do so including the enforcement of any arbitration award in accordance with the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958.
General
1. You must not assign this Agreement without Our prior written consent.
2. We may assign, novate or otherwise deal with this Agreement, or any rights or obligations under this Agreement, at any time without Your consent by transfer to a third party. To the extent that You are required to give your consent to such an assignment, novation or other dealing, You hereby give your consent.
3. All notices must be in writing and addressed to the relevant party at the address as provided pursuant to this Agreement.
4. Each party must take all steps as may be reasonably required by the other party to give effect to the terms of this Agreement and transactions contemplated by this Agreement.
5. This Agreement contains the entire agreement between the parties with respect to its subject matter.
6. Each party acknowledges that in entering into this Agreement it has not relied on any representation or warranties about its subject matter except as provided in this Agreement.
7. No delay, neglect or forbearance on the part of any party in enforcing against any other party any obligation under this Agreement will operate as a waiver or in any way prejudice any right under this Agreement.
8. If any provision of this Agreement is held to be invalid, illegal or unenforceable, this Agreement will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.
Definitions and interpretation
1. Definitions - In this Agreement, unless the context otherwise requires:“Agreement” has the meaning given in clause 2.1;"Innovation Worklab User" means a person or entity that registers with Us and creates a "Worklab"; Confidential Information" means the confidential information of a party which relates to the subject matter of this Agreement which is not already in the public domain through no breach by the recipient of its obligations of confidentiality owed to the discloser;"Community Member" means a person or entity that registers with Us in accordance with Our registration procedure; "Fees" means the fees payable for using Our Services, as set out on Our Websites, as amended from time to time; "GST" means applicable goods and services tax or any similar tax; "Intellectual Property Rights" means all industrial and intellectual property rights including, but not limited to, copyright, trade marks, patents, circuit layouts, designs and confidential information and know how; “Our Intellectual Property Rights” has the meaning given in clause 8.1; ”Our Services” means the service provided by Us pursuant to this Agreement, and through Our Websites, as described in clause 5.1; ”Our Websites” has the meaning given in clause 1.1; "Term" means the duration of this Agreement, as specified in clause 4; and "Your Content" means all content and materials uploaded, provided or submitted by You or on Your behalf to Our Website or otherwise in connection with Our Services, including any logos, designs, images, documentation, written and/or audio-visual content, music, recordings, photographs, illustrations, information or specifications.
2. Interpretation - The following rules of interpretation apply to this Agreement unless the context requires otherwise:
  1. headings are for convenience only and do not affect interpretation;
  2. the singular includes the plural and conversely;
  3. a gender includes all genders;
  4. where a word or phrase is defined its other grammatical forms have a corresponding meaning;
  5. the words 'such as', 'including', 'particularly' and similar expressions are not used as nor are intended to be interpreted as words of limitation;
  6. a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;
  7. a reference to a clause or schedule is to a clause or schedule to this Agreement;
  8. a reference to any party to this Agreement or any other agreement or document includes the party's successors and assigns;
  9. a reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;
  10. a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
  11. a reference to conduct includes, without limitation, any omissions, statement or undertaking, whether or not in writing.

Special Terms and Conditions

These terms and conditions are the “Special Terms and Conditions” that apply to the INNOVAHUB.COM Site. Together with the General Terms of Use, they govern the use of the INNOVAHUB.COM Site. Please carefully read these Special Terms and Conditions as well as the General Terms of Use, before using the INNOVAHUB.COM Site. In using Our Services, You may also be entering into a separate contract with other users of Our Services. These circumstances are described in clause 6.

Registering on the INNOVAHUB.COM Site
1. When registering to use the INNOVAHUB.COM Site and INNOVAHUB.COM Services, You must register yourself as either a “Community Member” or a “Innovation Worklab User”.
INNOVAHUB.COM Service
1. The INNOVAHUB.COM Service is an online offering where Client(s) seeking a design or work can post Quest(s) in relation to a Project and seek to obtain Submission(s) from Community Members to such Quest(s), in each case in accordance with this Agreement.
2. For a Community Member, the INNOVAHUB.COM Service includes the ability to: (a) create and modify a profile for that Community Member; (b) submit Works through the INNOVAHUB.COM Site; and (c) submit Quote(s) and Works to Client(s) through the INNOVAHUB.COM Site.
3. For an Innovation Worklab User, the INNOVAHUB.COM Service includes the ability to: (a) post Quest(s) requesting ideas, or a research, or a prototype, or an expertise, or a job, or a request for partnership, or a request for funds, herein called Quest through the INNOVAHUB.COM Site; and/or (b) purchase Quest(s) from Community Members through the INNOVAHUB.COM Site.
4. We reserve the right, at Our sole discretion, to deny a Quest from being posted on the INNOVAHUB.COM Site and/or remove a Quest from the INNOVAHUB.COM Site.
5. We may, but are under no obligation to review any Quest for accuracy, completeness of information, quality and/or clarity.
Community Member and Innovation Worklab User Obligations
1. The rules and instructions which govern how Innovation Worklab Users can post Quest(s) in relation to a Project, and how Community Members can submit Submissions in respect of such Quest(s) are described on the INNOVAHUB.COM Site (Quest Rules).
2. Withdrawal of Works. Community Member may: (a) remove any of its Submissions (and applicable Works) from the INNOVAHUB.COM Site; and/or (b) notify Innovation Worklab User that it ideaseeds to withdraw a Submission (and applicable Work(s)), provided that Client has not previously selected the same Work(s) as the Winning Work or approved Work and/or that Community Member has not been paid for such Submission (and applicable Work(s)) in accordance with this Agreement. In the event paragraphs (a) or (b) above apply, Client must no longer view that Submission (and/or the applicable Work(s)) and it has no rights in respect of the Submission (and the applicable Work(s)) including any right to pay for or use the Work(s).
Acknowledgements and Warranties
1. Community Member acknowledges it shall not receive any payment for any of its submitted Work(s) unless the Client makes payment to Us in respect of such Work(s) and: (a) in the case of Multiple Community Member Contests: (i) the Community Member’s Work is selected as a Winning Work; or (ii) for Guaranteed Multiple Community Member Contests, the Community Member’s Work is selected by Us (in the event of Client’s failure to select a Winning Work); or (b) in the case of Single Community Member Projects, the Community Member’s Work has been approved.
2. Without limiting any other warranties given by Innovation Worklab User under this Agreement, Innovation Worklab User must only use or provide a Quest where its genuine good faith intention is to purchase a Work from a Community Member. Client must not use the INNOVAHUB.COM Service to generate ideas and to use these ideas with no intention of purchasing any Work.
Resellers/White-Labeling
1. Community Member acknowledges and agrees that Innovation Worklab User(s) may: (a) reproduce and display the Submissions and submitted Works to third parties as part of the selection and/or approval process; and/or (b) on-sell Winning Works or approved Works to third parties, and that this may be done without an acknowledgement that the Community Member is the creator of the Work(s).
2. Community Member: (a) warrants that written consents have been obtained from all persons and/or entities engaged by Community Member in the production of the Work in respect of the Innovation Worklab User’s rights under this Agreement without infringement of any Moral Rights in the product of their services; (b) waives, and must ensure that all authors waive, any Moral Rights they may have in the Work; and (c) consents to Client exercising all rights as afforded under this Agreement and reproducing or otherwise exploiting the Work (and any part thereof) without infringement of Community Member’s Moral Rights, and to doing any other acts that might otherwise infringe Community Member’s Moral Rights.
Community Member/ Innovation Worklab User Contract and Nature of Service Contract between Community Members and Clients. You acknowledge that: (a) On: (i) selection by Innovation Worklab User (or Us) of a Winning Work submitted by Community Member in respect of a Multiple Community Member Contest; or (ii) approval of a Work submitted by Community Member in respect of a Single Community Member Project, Community Member and Innovation Worklab User enter into a legally binding agreement with each other in the form of the Community Member/Client Contract that governs (amongst other things) the originality of work and the transfer of copyright from Community Member to Client in respect of the Work(s). A copy of this contract can be found on Community Member/ Innovation Worklab User Contract; (b) We are not a party to the Community Member/Innovation Worklab User Contract; (c) To the extent permitted by law, We are not responsible for, and will not be liable in respect of, any breach or failure to perform by Community Member or Innovation Worklab User of any terms of the Community Member/ Innovation Worklab User Contract; and (d) To the extent permitted by law, We have no control over and do not accept responsibility for the acts or omissions of Community Members, Innovation Worklab Users or other third parties in connection with the INNOVAHUB.COM Service or INNOVAHUB.COM Site.
No Contact and Non-disclosure
1. Community Member must not contact any Innovation Worklab User other than via the INNOVAHUB.COM Site for a period of 30 days from the end of each applicable Project unless Community Member is invited to by the applicable Innovation Worklab User.
2. Community Member acknowledges each Innovation Worklab User’s rights to privacy and agrees not to disclose the details of any Quest or any Innovation Worklab User to any third party (including without limitation to any other Community Member or Innovation Worklab User within the INNOVAHUB.COM Site).
3. For the avoidance of doubt You must not use or attempt to use any third party’s confidential and/or personal information without the express consent from that person in respect of all such proposed uses.
Fees And Refund Policy
1. In order to launch a Quest, Innovation Worklab User must first: (a) pay to Us a Project Posting Fee; and (b) pay to Us an amount equal to the relevant Project Budget, in accordance with the Fees Schedule.
2. Community Member acknowledges that if it has any Work(s) selected as a Winning Work (in respect of a Multiple Community Member Contest) or approved by Client (in respect of a Single Community Member Project), Community Member is liable to pay to Us the Commission Fees in respect of such Work(s). Community Member directs Us to deduct and retain an amount equal to the Commission Fees from the amount of the relevant Quest Budget that is payable to Community Member in accordance with the Fees Schedule. Accordingly, We will first automatically deduct the Commission Fees from any payment a Community Member receives.
3. You acknowledge that payment of the amount of the Project Budget to Us is not considered a payment to Us but is a payment to the successful Community Member(s) in accordance with this Agreement, subject to the deduction of the Commission Fees.
4. Our refund policy is set out in the Quest Contest Rules.
5. For the avoidance of doubt, in the event Client receives a refund Client will have no rights or interest (express or implied) in and to any Submission or Work(s) received in connection with the relevant Quest Project.
Intellectual Property Rights And Submissions
1. You acknowledge that the ownership of Intellectual Property Rights in any applicable Works will be set out in the Community Member/Client Contract.
2. By submitting Your Content to the INNOVAHUB.COM Site or in connection with the INNOVAHUB.COM Service: (a) You grant Us a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, alter, amend, publish, and display the submission (including without limitation the Quest(s), Submissions and Works and any part thereof) on and in connection with the INNOVAHUB.COM Site and any of Our Websites; and (b) Community Member grants Client a non-transferable, non-exclusive, royalty-free license to reproduce and display the Work(s) (including to third parties for the purposes of on-selling the Work(s)) prior to (as applicable): (i) the Deadline for Selecting a Contest Work solely for the purposes of assisting in the selection of the Winning Work; or (ii) the Deadline for Approving the Work. Community Member and Client (as applicable) are each responsible for obtaining any consents or agreements that are required in respect of the license granted in this clause.
3. You must immediately advise Us of any infringement or threatened infringement, unauthorized use, or attack or threatened attack on the validity of any Intellectual Property Rights in connection with Your Content which may come to Your attention and provide to Us at Your cost such assistance as We may reasonably require in relation thereto.
4. Upon purchasing any Work and becoming the owner of the rights in the Work pursuant to the Community Member/ Innovation Worklab User Contract, Innovation Worklab User grants Us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferrable license to use, reproduce, alter, amend and display the Work (and all parts thereof) for promotional purposes on the INNOVAHUB.COM Site, any of Our Websites and in connection with the INNOVAHUB.COM Service (including without limitation in marketing materials, the press and on other websites owned or operated by Us).
5. Abuse of Copyright. You agree that You will report all intellectual property problems, offensive material or property violations to Us. If You believe Your rights have been infringed, You agree to email Us (with details of the same) at copyright@INNOVAHUB.COM.com.
INNOVAHUB.COM Site
1. Use of the INNOVAHUB.COM Site is subject to its conditions of use, a copy of which is accessible via the INNOVAHUB.COM Site.
Definitions and Interpretation
1. Definitions - Capitalized Terms in this Special Terms and Conditions have the same meaning as given in the General Terms of Use, unless otherwise indicated. In this Special Terms and Conditions, unless the context otherwise requires:
  - "Quest" means a document setting out the Requirements for each design project;
  - "Innovation Worklab User" means a person or entity that registers with Us as a "INNOVAHUB.COM Client" in accordance with Our registration procedure;
  - "Commission Fees" means the fee for the Community Member’s use of the INNOVAHUB.COM Service which will be at the rate specified in the Fees Schedule;
  - “Quest Contest Rules” has the meaning given in clause 3.1
  - "Deadline for Approving the Work" means the deadline for the Client to approve a Work, as further described in the Quest Contest Rules;
  - "Deadline for Selecting a Contest Work" means the deadline for the Client to select a Winning Work in a Multiple Community Member Quest, as further described in the Quest Rules;
  - "INNOVAHUB.COM Service" means the service provided by Us pursuant to this Agreement and as described in clause 2;
  - "INNOVAHUB.COM Site" means www.INNOVAHUB.COM.com and its subdomains or any other replacement website as may be notified by Us to You;
  - "Community Member" means a person or entity that registers with Us as a "Community Member" in accordance with Our registration procedure;
  - "Community Member/Client Contract" means the agreement between a Community Member and a Client which transfers rights in the Works to the Client as referred to in clause 6;
  - "Fees Schedule" means the page of the INNOVAHUB.COM Site that sets out the Fees.
  - "Guaranteed Multiple Community Member Quest" is a Project where a Winning Work must be selected by the Client, as further described in the Quest Rules;
  - Multiple Community Member Quest" is a Project where Client may receive multiple Works from different Community Members, as further described in the Contest Rules;
  - "Quest" means a phase of the innovation life cycle process the subject of a Quest;
  - "Award" is the amount selected by a Client as the budget for a particular Project, as further described in the Contest Rules;
  - "Posting Fee" means the fee payable by Client to Us for launching a Project and posting a Quest;
  - "Quote(s)" means a quote from a Community Member for Community Member’s creation of the applicable Works the subject of the Quest;
  - "Refund Request" is defined in clause 8.4;
  - "Requirements" means detailed descriptions of a Client’s requirements in relation to a project the subject of the applicable Quest, including without limitation samples illustrating requirements, relevant deadlines and the Project Award
  - "Revision(s)" means minor changes to the Work(s) and/or small and immaterial modifications to the concept of the Work(s);
  - "Single Community Member Project" is a project where a Client may request quotes and select a single Community Member to complete the Project, as further described in the Contest Rules;
  - "Submission" means a submission made via the INNOVAHUB.COM Site from a Community Member in response to a Quest, which may include Work(s) and/or Quote(s);
  - "Upgrade Fees" means fees payable for any additional features as specified in the Fees Schedule; 
  - "Winning Work" means the Work selected by Client as the successful Work from the Work(s) submitted in response to a Quest for a Multiple Community Member Contest;
  - "Work(s)" means designs, artwork, photographs, text, copy and other works created by a Community Member and submitted to the INNOVAHUB.COM Site (in response to a Quest or otherwise).