Terms
SOLUTION SUBMISSION, PRIVACY AND TERMS OF USE AGREEMENT ("Agreement") between Groupereye, LLC, a Florida limited liability company ("Groupereye") and You (as that term is defined below):
WHEREAS, You (please insert name, hereinafter referred to as "You")1 desires to submit a solution ("Solution") to a project posted on Groupereye's website (the "Website") by a project poster ("Poster");
WHEREAS, the Website enables businesses and other entities seeking solutions to projects to provide undergraduate and graduate college and university students with an opportunity to submit solutions to those projects, which solutions are then judged by the Posters, with the student submitting the best solution being awarded a prize and all students submitting solutions having the opportunity to have their solutions read by Posters who may also present such students with business or career opportunities; and
WHEREAS, You have been informed that, as a condition to submitting a Solution to Groupereye, You must agree to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the covenants, conditions and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by You, You agree that Your submission of a Solution to Groupereye shall be governed by the following terms and conditions:
1. Your Solution shall be submitted on the Website in a written format, in the English language (unless otherwise instructed by the Poster) and You may provide support for Your Solution by including photos, videos, sound recordings, charts, graphs and other materials in Your submission (collectively, "Materials"). You acknowledge and agree that, regardless of whether or not You have submitted the Best Solution (as that term is defined in paragraph 2 below), no portion of Your Solution, including but not limited to the supporting Materials, will be returned to You by Groupereye or the Poster. You further acknowledge and agree that, except as otherwise set forth below, all right, title and interest in and to the Solution and all supporting Materials, as well as all tangible and intangible materials included therein, including without limitation, all ideas, recommendation, concepts and descriptions thereof, as well as copyright in and to all works of authorship fixed in any tangible medium of expression, shall, upon their submission by You to Groupereye, become the sole and exclusive property of the Poster and You shall retain no right, title or interest in or to the Solution and/or the supporting Materials. Upon Your submission of the Solution and the supporting Materials to Groupereye, the Poster shall be free to make such use of the Solution and supporting Materials, or any portion or element thereof, as the Poster desires, including, but not limited to, the use, sale and/or publication of same. Any and all copyrightable material embodied in the Solution and/or the Materials created and submitted by You shall be considered a "work made for hire," within the meaning of Section 101 of the United States Copyright Act, 17 U.S.C. Section 101, for the benefit of the Poster and all rights therein shall rest in the Poster as author and copyright owner without reservations of any kind. You agree to provide documentation satisfactory to the Poster to assure the conveyance of all such right, title and interest, including copyright, to the Poster. To the extent that any of the Solution or the Materials, for any reason, does not qualify as a "work made for hire," You hereby irrevocably transfer, assign and convey the exclusive copyright ownership thereof to the Poster, free and clear of any and all liens, claims or other encumbrances, to the full extent permitted by law. You agree that the Poster shall have the right to obtain such trademark registrations, copyrights, patents or other protection as the Poster may desire in connection with any such ideas and materials embodied in the Solution and/or the Materials and You hereby appoint the Poster as Your attorney-in-fact with limited power to execute assignments to the Poster and its affiliates regarding the Solution and the Materials. You hereby reserve to Yourself, a non-exclusive perpetual license to use the Solution and the Materials solely for academic uses.
2. You acknowledge and agree that the Poster shall have no obligation to judge the Solution submitted by You using any particular set of standards other than its own judgment regarding the best solution submitted to Groupereye for the project that the Poster has posted, which judgment does not have to be fair, impartial or measured or measurable by any objective standard or set of standards. The Poster shall be free to choose the solution that it considers the best solution submitted to Groupereye for the project it has posted. The Poster has agreed with Groupereye that the Poster will make the determination of which solution it considers, in its sole discretion, to be the best solution (the "Best Solution") and post its decision on Groupereye, with a brief description of the Best Solution and the name of the Successful Submitter (as that term is defined in paragraph 3 below), within forty-five (45) days after the final date for submission of solutions to its project.
3. Provided that the person who has submitted the Best Solution (the "Successful Submitter") has also submitted all of his or her contact information (consisting of name, address, email address and telephone number) in connection with the submission of such Best Solution, the Successful Submitter shall be paid a cash prize, the amount of which will be included in the description of each project posted on the Website (the "Prize") by Groupereye.
4. You understand that, with the exception of payment of the Prize in the event that You are the Successful Submitter, regardless of whether or not you are the Successful Submitter, You will not be entitled to any compensation of any kind from either the Poster or Groupereye.
5. You represent and warrant to Groupereye and the Poster that: (i) You have full right and power to enter into this Agreement, to grant the rights granted herein and to perform fully all of Your obligations hereunder; (ii) each of the Solution and the Materials submitted by You will not violate any patent, copyright or trade secret laws, the rights of any third party under any such laws, or breach any agreement to which You are a party; (iii) to Your knowledge, each of the Solution and the Materials, as well as the stated Poster's, and Groupereye's use thereof, will not infringe or otherwise conflict, violate or interfere with any rights whatsoever of any other person, firm, corporation or other entity; (iv) each of the Solution and the Materials supplied by You have been developed solely by You and are original with You; (v) You are eighteen (18) years of age or older; and (vi) You are a student seeking an undergraduate or graduate degree at a college or university located in the United States of America. You agree that You shall defend and indemnify the Poster and Groupereye from and against all claims of third parties made with respect to the rights or alleged rights of such third parties in any of the Solution and the Materials.
6. You acknowledge that Groupereye does not in any manner control the legality, nature or timing of the projects posted on the Website by the Posters, nor does Groupereye control the actions of the Posters themselves, but merely provides a conduit whereby students may submit proposed solutions to projects and the Posters may solicit and review solutions to those projects. Groupereye does not guarantee the accuracy of the Website or of the information posted on it, nor shall it be liable for any consequences to You, or anyone claiming through You or on Your behalf, of any action undertaken by You in connection with Your research or preparation of the Solution or any interaction that You may have with any Poster, whether or not through Groupereye. Groupereye shall not be liable to You for any damages, claims, expenses or other costs, whether based on breach of contract, tort (including negligence) or otherwise, including, but not limited to attorneys' fees, that You may incur as a result of Your use of the Website. Under no circumstances shall Groupereye be liable for any indirect, special, incidental, consequential or punitive damages, whether or not Groupereye has been advised of the possibility of such damage.
7. You agree, warrant and represent, and it shall be a condition to Your use of the Website, that the Solution and/or Materials that You submit to Groupereye shall not be defamatory, threatening, submitted for the purpose of harassment, or violate any applicable statute, law, ordinance or the rule or regulation of any public or quasi-public regulatory body.
8. In connection with Your submission of a Solution, Groupereye will store, and may use, Your personally identifiable information ("PII"), including Your name, address, telephone number, and e-mail address. By submitting PPI to Groupereye, You consent to our storage, use and processing of PII. Groupereye will not use PII except to post the name of the Successful Submitter and others who have submitted good Solutions on the Website (together with a brief description of the Best Solution and other good Solutions), to transmit such PII to the Poster (who may use it to contact You), to pay You any Prize, to contact You regarding the Solution, the Material, this Agreement and/or the Website, for marketing the Website and for recruiting purposes. Pursuant to a contract between Groupereye and the Poster, the purpose for which the Poster is to use PII is to be restricted to communicating with You about the Solution, the Materials, and for recruiting. Groupereye can give no assurance that the Poster will not breach those provisions of its contract with Groupereye, and Groupereye shall not be liable to You for any breach by the Poster of those provisions of the contract between Groupereye and the Poster. By submitting a Solution to a project, You specifically consent to the use of Your name on the Website.
9. The Website uses a technology called "cookies". A cookie is a piece of computer code that the computer on which the Website runs transmits to your computer when you access the Website. Groupereye's cookies help provide additional functionality or help Groupereye analyze Website usage more accurately. For instance, the Website may transmit a cookie to Your computer that allows you to see a personalized view of the Website. The Website also uses security software meant to protect the confidentiality of Your PII, including the use of industry standard secure socket layer encryption (SSL). However, Your browser must support encryption protection to enable You to take advantage of SSL provided by the Website.
10. The terms and provisions contained in this Agreement constitute the entire agreement between You, on the one hand, and Groupereye and the Poster on the other hand, and supersede and replace all previous communications, representations and agreements, either oral or written, with respect to the subject matter hereof. No waiver or modification of this Agreement or any of the terms or conditions contained herein shall be valid unless set forth in a writing duly executed by You, Groupereye and the Poster; provided that Groupereye may modify this Agreement at any time for Your future use of the Website by modifying this Agreement on the Website and without the need to obtain Your signature for such modification to be effective for Your future use of the Website. This Agreement shall be construed, interpreted and governed by the substantive laws of the Commonwealth of Virginia, excluding its conflict of laws rules.
