Info and training materials

The Synergic Crowd Innovation Platform has been designed for implementation of the SYNERGY Project. These Terms are applicable to all its participants in a scope described herein. The SYNERGY Project itself is constructed on an open innovation basis, thus it involves a possibly broad sharing of the results of conducted research – be aware of that before using the platform. 

 

1.    DEFINITIONS

Assessment	a procedure under which Solutions and a Participant or Participants are selected to receive a Voucher or other type of prize, conducted on the terms prescribed in the Terms and Conditions of the Platform
Campaign	a campaign submitted by the Campaign Giver under one of the Schemes (SC, RAR) through the Platform within the frames of the SYNERGY Project
Campaign Giver	a Participant or Participants applying for a Campaign within the SYNERGY Project through the Platform
Challenge	a challenge submitted by the Challenge Giver under one of the Schemes (CIFC, DAPM, VFDS, VFR) through the Platform within the frames of the SYNERGY Project
Challenge Giver	a Participant or Participants applying for a Challenge within the SYNERGY Project through the Platform
CIFC	a Challenge under the “Crowd innovation for companies” scheme, under which the Challenge Giver is supported by other Participants who present possible solutions of problems encountered by the Challenge Giver and then the Challenge Giver awards a Solution Giver
Confidential Information	Know-how and other information marked by a Participant as confidential which other Participants are obliged, in a scope prescribed herein, to keep confidential
DAPM	a challenge under the “Design and prototype model” scheme, under which the Participants create a Product on the basis of assumptions presented by the Challenge Giver and then the Challenge Giver rewards the Participant or Participants whose Products obtained the highest number of “likes” or the highest rate
Databases	sets of data or any other materials and elements collected according to a specified systematics or method, individually available in any manner, including by electronic means, requiring significant, in terms of quality or quantity, capital expenditures for the purpose of preparing, verifying or presenting their content
Infrastructure Giver	Participant who allows Infrastructure Taker to use its infrastructure within RAR Scheme Campaign
Infrastructure Taker	Participant who uses infrastructure of the Infrastructure Giver within RAR Scheme Campaign
IPR	intellectual property rights, proprietary copyrights, rights to Know-How, rights to Databases and Objects of Industrial Property Rights; IPR may refer both to a Challenge / Campaign and Solutions
Know-how	non-disclosed technological, technical, organisational, financial or other information of economic value, as well as non-patented inventions or non-registered utility models, information related to their use, technical knowledge and related experience which may be disclosed in the course of implementation of a Challenge / Campaign
Licence	a licence for use of the objects of IPR granted by a Participant on the terms prescribed herein
Object of Industrial Property Rights	the object of industrial property rights, i.e. an invention, utility model, industrial design, trademark, topography of an integrated circuit
Participant	a legal entity participating in any Challenge or Campaign implemented within the frames of the SYNERGY Project
Platform	a website available at URL: http://synergyplatform.pwr.edu.pl which is designed to serve Challenges and Campaigns implemented within the frames of the SYNERGY Project on the terms stated in the Terms and the Platform Terms and Conditions
Product	a service, computer program or a tangible good created or developed as part of the Campaign or Challenge
RAR	a Campaign under the “Rent-a-robot” Scheme, under which an Infrastructure Giver allows Infrastructure Taker to use its infrastructure
Research	research, analyses and tests conducted by the Participants as part of a relevant Challenge
SC	a Campaign under the “Simulated Crowdfunding” scheme under which a crowdfunding action is artificially conducted (simulated) and then the winner is selected by Synergy on the terms prescribed herein
Scheme	one of the modes of conducting a Challenge or Campaign under pilot actions or innovative services, i.e. CIFC, DaPM, RaR, SC, VFDS or VFR
Solution	a change in a Product made as part of a Challenge by a Participant, solutions created as part of Research or results of Research
Solution Giver	Participant who presented the best solution during the Challenge in CIFC Scheme
Synergy	consortium led by Wrocław University of Science and Technology
SYNERGY Project	a project implemented within the frames of the Interreg Central Europe – European Regional Development Fund which aims at carrying out actions leading to synergy and undertaking joint initiatives resulting in development of the innovative industry within countries of Central Europe
Terms	these Terms of Intellectual Property and Confidentiality of the Synergic Crowd Innovation Platform
Terms and Conditions of the Platform	terms and conditions regulating the mode of operation of the Platform, how to start using the Platform, manner of provision of services by electronic means by Synergy and other issues related to the SYNERGY Project
Transfer of IPR	a procedure for management of IPR by a Participant for the account of another Participant, including the Challenge Giver, individually agreed upon between the Participants (including the Challenge Giver and a Participant), under which those rights are transferred in a scope and on terms agreed upon between them and in compliance with the law applicable to the relevant Transfer of IPR
Underlying Rights	IPR vested in the Campaign Giver or Challenge Giver, arising before commencement of Campaign or Challenge
VFDS	a Challenge under the “Vouchers for developed solutions of the research project” scheme, under which Research is carried out by the Participants in a scope stated by the Challenge Giver and then presented results are assessed and the winner Participant or Participants is (are) rewarded
VFR	a Challenge under the “Vouchers for research/innovation project” scheme, under which a Participant or Participants presents (present) a Research plan to be implemented as part of a Challenge presented by the Challenge Giver and then winner plans are selected by Synergy for the purpose of actually conducting the Research
Voucher	a voucher granted by Synergy in situations specified in the Terms and Conditions of the Platform which allows the use of services as part of implementation of a relevant Challenge or Campaign

 

2.    DECLARATIONS OF PARTICIPANTS

2.1.  The Participant declares that before entering a Challenge / Campaign it became acquainted with the content of these Terms, it is fully familiar with their provisions and fully understands them and raises no reservations to them.

2.2.  Each time when joining a Challenge Campaign or creating a Solution, the Participant declares that it holds or will hold the IPR to any type of works or Objects of Industrial Property Rights and Databases which constitute an effect of Participant’s active participation in the relevant Challenge / Campaign, and further that, in a scope in which it is not the creator, it has effectively acquired the IPRs from their creators, at least in a scope in which this enables it to lawfully grant a Licence on the terms prescribed herein, in particular it has acquired:

2.2.1.     proprietary copyrights in relevant fields of exploitation;

2.2.2.     the rights to exercise and allow third parties to exercise derivative rights to original derivative works in relevant fields of exploitation;

2.2.3.     the right to exercise moral rights to works and to allow third parties to exercise those rights, along with the right to grant further authorisations by subsequently authorised entities;

2.2.4.     the rights to Know-How referring to the object of IPR;

2.2.5.     the rights to extract data from Databases and to use them on a secondary basis.

2.3.  The Challenge / Campaign Giver declares that:

2.3.1.     it holds full IPR to any type of works or Objects of Industrial Property Rights and Databases to Underlying Rights or IPR in a scope necessary to create a Product or Solution;

2.3.2.     before publishing terms and conditions of the Challenge / Campaign, it will determine the manner of use or management of the rights to Solutions, it will determine the governing law; 

2.3.3.     if the Challenge / Campaign requires another manner of use or management of Solutions than as prescribed in the Licence, the Challenge / Campaign Giver will determine individual terms and conditions in the Challenge / Campaign description;

2.3.4.     if it determines individual terms and conditions of use or management of Solutions, then such terms and conditions shall be effective and valid from the point of view of the governing law.

2.4.  The Participant declares that upon the end of implementation of the Challenge / Campaign which it had joined and was then selected to implement, it shall hold no IPR to works or Objects of Industrial Property Rights which constitute an effect of Participant’s active participation in the relevant Challenge / Campaign in a scope preventing application of the Terms with regard to the IPR belonging thereto, in particular it shall refrain from transferring the IPR to other entities or granting any licences related to the IPR, unless this does not violate the Terms and the Participants have concluded in this matter a separate agreement outside the Platform.

2.5.  In the case of a Transfer of IPR: 

2.5.1.     The Participant declares that it joins the Challenge / Campaign as part of which the Transfer is to take place, fully aware of the terms and conditions of the Transfer of IPR and the measures (in particular legal, e.g. concluding an agreement to be prepared in written form otherwise being null and void) it has to take to effect the Transfer;

2.5.2.     The Participants declare that they will ensure such preparation and conclusion of an IPR transfer agreement so that the Transfer of IPR is fully effective on the terms agreed upon between the Participants and is free from legal defects;

2.5.3.     The Participants declare that if the IPR transfer agreement has a legal defect, then they shall immediately, but no later than within 2 business days from being advised on such legal defect, take every effort to remove such legal defect or make the transfer agreement fully effective.

2.6.  Synergy declares that:

2.6.1.     it does not verify or supervise legality of Challenge / Campaign, it is also not liable to monitor Challenge / Campaign in terms of the scope of IPR which have to be exercised or manners of use or management of IPR by the Participants stated in Challenge / Campaign descriptions;

2.6.2.     it neither issues an opinion nor is obliged to hold information related to legal provisions referring to intellectual property applicable in a relevant country and thus effectiveness of the use or acquisition of the IPR by the Participants as part of Challenge / Campaign on the terms stated in the Terms or the Challenge / Campaign description or in the manner agreed upon by the parties participating in the Challenge / Campaign;

2.6.3.     these Terms state only possible modes of use and acquisition of IPR by the Participants, but it is a Participant who is responsible for appropriate and lawful use or management of IPR;

2.6.4.     in the scope of use or management of some IPR these Terms may be in violation of legal regulations of a relevant country, and the Participants are responsible for verification whether the provisions hereof are sufficient to use or manage IPR in a manner intended by a Participant, in particular by the Challenge / Campaign Giver;

2.6.5.     it does not participate in negotiations or individual arrangements between the Participants related to use or management of IPR;

2.6.6.     it has no impact on observance of the provisions hereof by the Participants within the frames of the Challenge / Campaign, on Challenge / Campaign Givers’ ability to use or manage Solutions;

2.6.7.     it does not enforce the terms and conditions of the Licence or other terms of use or management of IPR agreed upon between the Participants within the frames of the Challenge / Campaign.

 

3.    CONFIDENTIALITY, KNOW-HOW, IPR AND LICENCES IN SCHEMES

3.1.  The Terms provide model regulations of issues related to Participants’ granting IPR Licences in the scope of Challenge / Campaign implemented under various Schemes in order to secure the interests of each of them, to implement the Challenge / Campaign objectives and enable other Participants of a relevant Challenge / Campaign to use the results of Research, Solutions or other solutions to which the relevant Participant holds IPR.

3.2.  The Terms provide model regulations of issues related to Know-How and its confidentiality in the scope of Challenge / Campaign implemented under various Schemes in order to secure expertise and secrets of the Participants against any use or management in violation of the Challenge / Campaign objectives or otherwise in an unlawful manner.

3.3.  Irrespective of the Scheme under which a Challenge / Campaign is implemented, the Participants of the relevant Challenge / Campaign are entitled to regulate the issues of Confidentiality, Know-How, IPR or Licence otherwise as regulated herein, in particular the Challenge / Campaign Giver is entitled to suggest different regulation of the abovementioned issues, e.g. by means of a Transfer of IPR, to other Participants.

3.4.  Synergy warns that in the case of certain legislation systems in order to effectively manage IPR, in particular to Transfer IPR or grant an exclusive licence, it may be necessary to follow a reserved form of a legal action, in this to conclude an appropriate agreement to be made in writing otherwise being null and void.

3.5.  If arrangements of the Participants made under clause 3.3. above prove invalid or ineffective for any reason, the relations between the Participants shall be subject to the provisions hereof.

 

4.    LICENCE

4.1.  A description of the Challenge / Campaign should state the scope of management of IPR as part of the Challenge / Campaign or upon its termination. Unless it is stated otherwise in the description or the further part hereof, it is deemed that as part of a relevant Challenge / Campaign a Licence shall be granted.

4.2.  The Licence shall be granted to the Challenge / Campaign Giver by the Participant whose solution was accepted for implementation as part of the relevant Challenge / Campaign.

4.3.  Unless it is stated otherwise in the Terms or the Challenge / Campaign description, the object of the Licence shall cover a Solution or other IPR transferred to the Challenge / Campaign Giver.

4.4.  Unless it is stated otherwise in the Terms, a Licence granted by a User shall be:

4.4.1.     non-exclusive;

4.4.2.     unlimited in terms of time;

4.4.3.     unlimited in terms of territory;

4.4.4.     free of charge.

4.5.  The terms and conditions of this Licence may also be supplemented by other provisions of the Terms or the Challenge / Campaign description.

4.6.  The Licence termination period shall be 5 (five) years. A termination shall be effective as of the end of a calendar year.

4.7.  The Participant who grants the Licence undertakes that irrespective of the reasons of factual or legal nature, it shall not revoke or terminate it, unless it is forced to do so on the basis of a final and non-appealable judgment or administrative decision.

4.8.  In a scope in which the Licence covers works being the object of proprietary copyrights, it shall cover the following fields of exploitation:

4.8.1.     in a scope in which the works covered by the Licence are not a computer program:

4.8.1.1.         in the scope of fixing and multiplying a work—creating copies of the work with a specified technique, including printing, reprographic, magnetic recording and digital techniques;

4.8.1.2.         in the scope of trading in the original or copies on which a work was fixed—marketing, lending for use or leasing of the original or copies;

4.8.1.3.         in the scope of disseminating a work otherwise than as specified in clause 4.4.1.2. above—public performance, exhibiting, displaying, reproducing as well as broadcasting and re-broadcasting and making the work available to the public in a way enabling anyone to access it where and when they see fit;

4.8.2.     in the scope in which the Licence covers works which are not the object of proprietary copyrights, it shall cover the following fields of exploitation:

4.8.2.1.         permanently or temporarily multiplying a work or a part thereof by any means and in any form whatsoever, introducing, displaying, applying, transferring, storing;

4.8.2.2.         translating, adjusting, changing the layout or introducing any other changes to a work.

4.9.  In a scope in which the Licence covers Databases protected under the copyright law, the Participant shall permit creation of derivative works of such Databases. Upon that moment, in a scope in which the objects of IPR covered by the Licence constitute Databases, the Licence shall cover extracting such data from Databases and using them on a secondary basis.

4.10.                Along with granting the Licence the Participant shall authorise the entities which were given the Licence to exercise derivative copyright with regard to the works covered by the Licence, which shall in particular cover the right to create derivative works and to use and manage any Solutions created on the basis of the works covered by the Licence, giving the consent to introduce changes in the works covered by the Licence, combining particular works in a whole as part of a new work and incorporating them into a new work.

4.11.                The Licence shall be granted upon selection of relevant Participant’s solution for implementation as part of the Challenge / Campaign out of other solutions submitted to the Challenge / Campaign.

4.12.                The Licence is one option of how IPR may be granted. The Challenge / Campaign Giver may also state in the Challenge / Campaign that instead of a Licence it requires an exclusive licence or a Transfer of IPR. In such a case, when submitting its solution for the relevant Challenge / Campaign, the Participant shall express its unconditional consent to the terms on which it may manage its IPR within the frames of the relevant Challenge / Campaign. 

 

5.    TRANSFER OF IPR

5.1.  The Challenge Giver may request a Participant joining the Challenge to execute a Transfer of IPR provided that it had included information on such a request and its terms and conditions in the description of IPR and the Participant agreed to such terms and conditions.

5.2.  A Transfer of IPR shall take place upon conclusion of such agreement in writing and as part of such agreement IPR are transferred from the Participant to the Challenge Giver.

5.3.  The Challenge Giver may apply the following terms and conditions of IPR Transfers:

5.3.1.     the object of a Transfer of IPR is a Solution;

5.3.2.     A Transfer of IPR is unlimited in terms of territory and time and covers the following fields of exploitation:

5.3.2.1.         recording by means of any known technique on any known data carrier; 

5.3.2.2.         multiplying by means of any known technique;

5.3.2.3.         marketing and repeated entering into computer memory, computer network, including in particular the Internet, databases, as well as memories of electronic devices of any type;

5.3.2.4.         repeated entering into multimedia networks, repeated public performance or public display;

5.3.2.5.         right to repeated combining with other works and artistic performances, shows, productions, for commercial and non-commercial purposes, for limited and general audience;

5.3.2.6.         tenancy, lease and other forms of licensing the use;

5.3.2.7.         exploiting in the Internet, through telephone line or satellite connection, cable or wireless, using digital or analogue techniques. 

5.3.3.     if a transfer covers rights to computer programs, then the Transfer of IPR shall also refer to the following, additional fields of exploitation:

5.3.3.1.         permanently or temporarily reproducing a computer program as a whole or in part by any means and in any form; in particular in a scope in which the introduction, displaying, application, transfer and storage of the computer program requires its multiplication;

5.3.3.2.         translating, adjusting, changing the layout or introducing any other alterations to a computer program.

5.3.3.3.         disseminating, in this lending for use or leasing, a computer program or its copies.

5.3.4.     Along with transfer of proprietary copyrights the Participant shall transfer to the Challenge Giver the right to exercise and permit to exercise derivative rights to derivative works of the results of works commissioned in the abovementioned fields of exploitation. The Participant shall also consent to introduce changes in work.

5.3.5.     The Participant undertakes, without additional consideration, to transfer to the Challenge Giver proprietary copyrights in further fields of exploitation, should they be revealed in the future and if the Challenge Giver reports such need. 

5.3.6.     The Participant shall also transfer to the Challenge Giver, on the terms as applicable to proprietary copyrights, the exclusive copyrights to Databases in the scope of extraction and secondary use of data. 

5.3.7.     Along with the Transfer of IPR the Participant shall also transfer the ownership of carriers on which such rights have been fixed.

 

6.    CONFIDENTIALITY

6.1.  Protection of Confidential Information provided among the Participants as part of co-operation undertaken within the frames of the Challenge / Campaign is necessary and provides the basis of correct co-operation. In connection with the foregoing, each Participant declares that it possesses infrastructure to appropriately secure obtained Confidential Information.

6.2.  Each Participant is obliged to keep confidential Know-how as well as other information of commercial, organisational or business nature or of economic value which belongs to other Participants, insofar as it is marked as confidential.

6.3.  The confidentiality obligation shall in particular be understood to cover any information which has not been made public by a Participant, in particular information of scientific, commercial, legal, administrative, technical or technological character, information referring to Participant’s strategy, financial affairs or future plans, affairs and sales details, prospects, development, client base, details of counterparties, employees, associates, agreements, settlements, marketing and promotional information, product descriptions, as well as materials, documents received or obtained from another Participant, intentionally or coincidentally, irrespective of the form or manner in which they are conveyed, fixed or made available, as well as other information which if disclosed may cause harm to the Participant.

6.4.  Furthermore, Confidential Information shall include:

6.4.1.     information which constitutes a business secret of a Participant within the meaning of Directive (EU) of the European Parliament and of the Council 2016/943 of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure, including any information and documents of technical, technological or commercial nature or connected with the organization of the business of the Disclosing Party, and any other information of economic value which is not available to the public,

6.4.2.     information which is personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation),

6.4.3.     information related to the financial structure of Participant’s activity, in particular the costs of pursuing the activity,

6.4.4.     information related to sales structure, sources of funding, marketing actions and strategies, statistics of Participant’s activity, in particular statistics related to finance, sales, reach and promotional channels, actual group of clients and any information connected directly or indirectly with Participant’s financial and marketing actions;

6.4.5.     information related to a broadly understood Participant’s strategy for developing and building the brand. 

6.5.  If Confidential Information constitutes personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation):

6.5.1.     where Confidential Information which constitutes personal data is transferred for processing–the Participants shall conclude a written transfer agreement referring to such data;

6.5.2.     where Confidential Information which constitutes personal data is disclosed–the Participants shall agree upon the manner in which the information obligation under Article 14 of the abovementioned legal act is to be fulfilled.

6.6.  Each Participant undertakes:

6.6.1.     to use Confidential Information only to the advantage of the interests of the Participant who disclosed such information as part of co-operation under a Challenge / Campaign; 

6.6.2.     not to multiply, copy, disseminate or otherwise process Information for own or third party’s use which is not connected with implementation of a Challenge / Campaign;

6.6.3.     to keep Confidential Information confidential and to ensure its security at a level at least equal to the security level at which it secures its own Confidential Information but no lower than reasonable in a given situation,

6.6.4.     not to disclose, in any manner, Confidential Information to any third party, without consent of the Participant who provided its Confidential Information, subject to clause 6.7 below. 

6.7.  The Participant may transfer certain Information to its employees, if it is necessary for achieving the Challenge / Campaign objectives.

6.8.  The obligations described in the Agreement shall not apply to:

6.8.1.     information which is available to the public prior to commencement of a Challenge / Campaign or which becomes publicly known after commencement of a Challenge / Campaign without any involvement of the Participant who received Confidential Information;

6.8.2.     Confidential Information which has been disclosed upon prior consent of the Participant who provided Confidential Information;

6.8.3.     Confidential Information which must be disclosed under the law.

6.9.  The Participant may disclose Confidential Information if the obligation to disclose it results from the applicable legal provisions. In such a case, the Participant disclosing Confidential Information should immediately notify the Participant who provided its Confidential Information on the necessity of such disclosure before carrying it out.

6.10.                The confidentiality obligation related to Confidential Information shall apply to each Challenge / Campaign Participant for a period from the date on which a relevant Participant joins a Challenge / Campaign until the end of the Challenge / Campaign within the meaning of the Terms and Conditions of the Platform.

 

7.    SC

7.1.  If a Campaign is implemented under the SC Scheme:

7.1.1.     The Campaign Giver submits and presents its Campaign through the Platform;

7.1.2.     other Participants assess particular Campaigns through the Platform or otherwise as stated by Synergy;

7.1.3.     5 Campaigns which collect the amount closest to the goal, shall receive Vouchers granted by Synergy.

7.2.  If more than one legal entity is the Campaign Giver of the relevant Campaign under the SC scheme, the Campaign Givers are obliged, before initiating the Campaign, to:

7.2.1.     determine whether all Campaign Givers hold the Underlying Rights in the scope of the relevant Campaign or whether the Underlying Rights belong to just one or some of them;

7.2.2.     if IPR belong to several Campaign Givers jointly, their mutual rights and obligations connected with the use of the Underlying Rights during the Campaign;

7.2.3.     determine the manner of use of the Underlying Rights by the Campaign Participants who are not Campaign Givers;

7.2.4.     determine whether:

7.2.4.1.         the Underlying Rights belong to the Campaign Givers or Campaign Giver who hold(s) all Underlying Rights, and no Licence is granted to any other person in any scope;

7.2.4.2.         the Underlying Rights belong to the Campaign Givers or Campaign Giver who hold(s) all Underlying Rights, and the Licence is granted to the Participants who have supported implementation of the Campaign;

7.2.4.3.         the Underlying Rights belong to the Campaign Givers or Campaign Giver who hold(s) all Underlying Rights, and the Campaign Givers (Campaign Giver) grant(s) an open source licence for the Underlying Rights.

7.3.  If necessary, in order to fulfil the liabilities referred to in clause 7.1 above, the Campaign Givers undertake to conclude relevant agreements in a form required by the relevant legislation.

7.4.  If the Campaign Givers or Campaign Giver who hold(s) all Underlying Rights fail(s) to determine the scope of a possibly granted Licence within the Platform, then it shall be deemed that no Licence is granted for the Underlying Rights.

7.5.  If the Campaign Givers fail to determine the subjective issues connected with the Underlying Rights, for the purposes of the Campaign it shall be deemed that the Underlying Rights belong to the Campaign Givers jointly in equal parts.

 

8.    VFR

8.1.  If a Challenge is implemented under the VFR Scheme:

8.1.1.     The Challenge Giver submits and presents its Challenge through the Platform along with a description of problems or issues which are to be covered by Research;

8.1.2.     through the Platform other Participants state the areas within which they may undertake Research and then create teams ready to conduct Research;

8.1.3.     Synergy shall carry out an Assessment of Challenge Givers’ submissions and then rewards the winner Challenge Giver with a Voucher for conducting Research;

8.1.4.     Research is conducted.

8.2.  If a Challenge is implemented under the VFR Scheme:

8.2.1.     Each Participant who is not the Challenge Giver grants the Challenge Giver a Licence for its IPR created in connection with preparation of the Research plan and conducting Research.

8.2.2.     The Challenge Giver shall notify other Participants through the Platform whether it grants them a cross-licence for the IPR, including the Underlying Rights, belonging to it.

8.3.  The Participants may regulate the issue of IPR Licence for IPR granted by the Participants to the Challenge Giver otherwise than as prescribed in clause 8.2.1.

8.4.  If necessary, in order to regulate the issue of IPR Licence otherwise than as prescribed in clause 8.2 above, the Participants undertake to conclude relevant agreements in a form required by the relevant legislation.

8.5.  If no separate agreement for granting a licence to the Participants by the Challenge Giver has been concluded between the Challenge Giver and the Participants, and the Challenge Giver stated that it grants a licence to the Participants, the licence shall be subject to the provisions of the Terms concerning Licence.

 

9.    RAR

9.1.  If a Campaign is implemented under the RAR Scheme:

9.1.1.     Infrastructure Taker reporting demand for infrastructure through the Platform submits the demand and presents its Campaign;

9.1.2.     Infrastructure Giver reporting the possibility to provide the infrastructure through the Platform reports such possibility;

9.1.3.     Synergy verifies the submissions of all Participants;

9.1.4.     the Infrastructure Giver and Infrastructure Taker may conclude a separate agreement related to use of the infrastructure which is not covered by the provisions hereof;

9.1.5.     Synergy may grant the Infrastructure Taker a Voucher to use such infrastructure.

9.2.  If a Campaign is implemented under the RAR Scheme:

9.2.1.     The Infrastructure Taker, insofar as it is necessary due to the nature of the Campaign or infrastructure, shall grant the Infrastructure Giver who provides the infrastructure a non-exclusive licence to use its IPR in a scope necessary for proper use of the infrastructure, limited to duration of the relevant Campaign and limited in terms of territory to the area where the Campaign is being implemented;

9.2.2.     The Infrastructure Taker shall grant the Infrastructure Giver a Licence in the scope of IPR created as a result of Research or other actions undertaken with the use of the infrastructure of the Infrastructure Giver;

9.2.3.     If in the course of implementation of the Campaign under the RAR Scheme some IPR are created which are vested in the Infrastructure Giver, then such Participant shall grant a Licence for the created IPR to the Infrastructure Taker.

9.3.  The Participants may regulate the issue of IPR Licence both of the Infrastructure Giver and the Infrastructure Taker otherwise than as prescribed in clause 9.2. above.

9.4.  If necessary, in order to regulate the issue of IPR Licence otherwise than as prescribed in clause 9.2 above, the Participants undertake to conclude relevant agreements in a form required by the relevant legislation.

 

10.  VFDS

10.1.                If a Campaign is implemented under the VFDS Scheme:

10.1.1.  the Challenge Giver submits the Challenge through the Platform and presents a problem or issue which needs to be resolved;

10.1.2.  other Participants choose a Challenge or Challenges in which they wish to involve and then create teams and present prepared solutions;

10.1.3.  Synergy shall reward a team or person who prepared the best solution.

10.2.                If a Challenge is implemented under the VFDS Scheme:

10.2.1.   the Challenge Giver submits the Challenge through the Platform and presents a problem or issue which needs to be resolved;

10.2.2.  other Participants choose a Challenge or Challenges in which they wish to be involved and then create teams and present prepared solutions;

10.2.3.  upon prepared solutions, the Synergy chooses the best one and rewards the Participants who created it.

10.3.                If a Challenge is implemented under the VFDS Scheme, each Participant who is not the Challenge Giver grants the Challenge Giver a Licence for the IPR created in connection with actions undertaken by the Participant as part of the Challenge.

10.4.                The Participants may regulate the issue of IPR Licence granted by the Participants to the Challenge Giver otherwise than as prescribed in clause 10.2. above.

10.5.                If necessary, in order to regulate the issue of IPR Licence otherwise than as prescribed in clause 10.2 above, the Participants undertake to conclude relevant agreements in a form required by the relevant legislation.

10.6.                The Challenge Giver may request a Transfer of the IPR created by a relevant Participant as part of the Challenge, without additional consideration, within 12 months from the end of the relevant Challenge, 

10.7.                If the Challenge Giver files the request referred to in clause 9.4., the Challenge Giver and Participant shall conclude an appropriate agreement in a form required by the relevant legislation.

10.8.                In the case of conclusion of an agreement for Transfer of IPR to the Challenge Giver, upon its conclusion the Challenge Giver shall grant back to the Participant for the transferred IPR, unless the agreement for transferring proprietary copyrights states otherwise.

 

11.  CIFC

11.1.                If a Challenge is implemented under the CIFC Scheme:

11.1.1.   the Challenge Giver submits the Challenge through the Platform and presents a problem or issue which needs to be resolved;

11.1.2.  other Participants choose a Challenge or Challenges in which they wish to involve and then individually or through created teams present prepared solutions;

11.1.3.  upon preparing solutions, the Challenge Giver chooses the best one and rewards the Participants who created it.

11.2.                If a Challenge is implemented under the CIFC Scheme, each Solution Giver grants the Challenge Giver a Licence for the IPR created in connection with actions undertaken by the Solution Giver as part of the Challenge.

11.3.                The Participants may regulate the issue of IPR Licence granted by the Solution Givers to the Challenge Giver otherwise than as prescribed in clause 11.2. above.

11.4.                If necessary, in order to regulate the issue of IPR Licence otherwise than as prescribed in clause 11.2 above, the Solution Givers and Challenge Giver undertake to conclude relevant agreements in a form required by the relevant legislation.

11.5.                The Challenge Giver may request a Transfer of the IPR to works which constitute the object of IPR created by a Solution Giver as part of the Challenge, without additional consideration, within 12 months from the end of the relevant Challenge.

11.6.                If the Challenge Giver files the request referred to in clause 11.5., the Challenge Giver and Solution Giver shall conclude an appropriate agreement in a form required by the relevant legislation.

11.7.                In the case of conclusion of an agreement for transferring IPR to the Challenge Giver, upon its conclusion the Challenge Giver shall grant back the License to the Solution Giver for the transferred IPR, unless the agreement for transferring proprietary copyrights states otherwise.

 

12.  DAPM

12.1.                If a Challenge is implemented under the DAPM Scheme:

12.1.1.  the Challenge Giver submits the Challenge through the Platform and presents an idea for a Product as well as basic expectations and assumptions related to the Challenge;

12.1.2.  other Participants select the Challenges they wish to participate in and take actions to develop or create the Product;

12.1.3.  Synergy rewards with Vouchers the ideas which gain the highest number of “likes” or the highest Rate according to the assessment criteria.

12.2.                If a Challenge is implemented under the DAPM Scheme, the Participants who obtained Vouchers in connection with the Challenge shall grant the Challenge Giver a Licence for the IPR created in connection with actions undertaken as part of the Challenge, in particular the IPR related to the Product created as part of the Challenge.

12.3.                If necessary, in order to regulate the issue of IPR Licence otherwise than as prescribed in clause 12.1 above, the Participants undertake to conclude relevant agreements in a form required by the relevant legislation.

12.4.                The Challenge Giver may request a transfer of the copyrights to works which constitute the object of IPR created by a relevant Participant as part of the Challenge to the Challenge Giver, without additional consideration, within 12 months from the end of the relevant Challenge.

12.5.                If the Challenge Giver files the request referred to in clause 12.4., the Challenge Giver and Participant or Participants shall conclude an appropriate agreement in a form required by the relevant legislation.

12.6.                In the case of conclusion of an agreement for transferring IPR to the Challenge Giver, upon its conclusion the Challenge Giver shall grant back to the Participant for the transferred IPR, unless the agreement for transferring proprietary copyrights states otherwise.

 

13.  FUNDS AND FINANCIAL OUTLAY

13.1.                None of the Participants is entitled to claim from Synergy any amounts on account of consideration for granting a Licence or a Transfer of IPR on the terms prescribed herein.

13.2.                The Participants are not entitled to claim from the entities to which they grant the Licence any amounts on account of consideration for granting the Licence or Transfer of IPR, unless it has been stated otherwise in an agreement concluded between the Participant and those entities in a form required by the relevant legislation.

13.3.                Synergy shall not be held liable for any expenses incurred by the Participants in connection with participation in a relevant Challenge / Campaign, including costs incurred in connection with creation or development of a Product or a created Solution. In particular, Synergy is not obliged to reimburse the Participants for any costs.

13.4.                Within the frames of participation in Challenges / Campaigns, the Participants may receive various type of support, including financial support in the form of prizes or Vouchers on the terms prescribed in the Terms and Conditions of the Platform, nevertheless such profits should never be considered consideration for granting the Licence, Transfer of IPR or submitting to confidentiality obligation.

13.5.                Synergy as an entity providing access to a free Platform, does not issue any accounting or tax documents, unless otherwise provided by general law.

 

14.  CROWDFUNDING

14.1.                If the Campaign is implemented under the SC Scheme, it may happen that the Participants pay amounts for the account of Campaign Giver’s Campaign. In such a case the User declares that they are aware that:

14.1.1.  Synergy is only an entity providing the Platform to enable the Campaign Giver to conduct a crowdfunding action;

14.1.2.  Participant is independently responsible for the calculation and payment of any tax liabilities resulting from Campaign;

14.1.3.  Synergy is not entitled to issue any accounting or tax related documents regarding the Campaign;

14.1.4.  Appropriate functionalities shall be ensured to enable payments handled, accounted for, stored and distributed through a payment operator, i.e. a third party not connected with Synergy;

14.1.5.  Synergy conducts no public fundraising event within the meaning of Polish Act on the rules of conducting public fundraising events of 14 March 2014;

14.1.6.  Synergy does not pursue:

14.1.6.1.       a financial activity;

14.1.6.2.       an activity involving trade in financial instruments;

14.1.6.3.       a brokerage activity and does not carry out brokerage activities;

14.1.6.4.       any activity as a payment institution and does not provide payment services.

14.2.                Synergy complies with the European and domestic law related to AML/CFT, namely regulations related to counteracting money laundering and funding terrorist organisations. By registering on the Platform, the User accepts to abide by the foregoing regulations.

 

15.  JOINT MANAGEMENT

15.1.                If as a result of actions taken by the Participants within the frames of a Challenge or Campaign a work or other object of IPR is created, with the Participants being co-authors within the meaning of the governing law, Participants shall conclude an appropriate agreement concluded outside the Platform under which:

15.1.1.  the scope of rights or shares in a right of each of the Participants–co-authors or rules of transferring such rights to one of the Participants are determined;

15.1.2.  if necessary, the manner of management of IPR common for the Participants is determined;

15.1.3.  if necessary, a liability to co-operate for the purpose of possibly most full use of the jointly created object of IPR, its commercialisation, is established.

15.2.                In the case of joint management the Participants may exclude the right to cancel the co-ownership of industrial property rights, proprietary copyrights, rights to extract data from databases and use them on a secondary basis, rights to permit the use of derivative rights related to Solutions and rights to know-how for the period of five years. The Participants may extend such exclusion for subsequent 5-year periods, each time in the last year prior to lapse of the preceding term under an agreement prepared in a form required by the relevant legislation.

15.3.                The Participants may undertake not to claim a change of the mutual value of shares in the future, including upon the end of the Challenge / Campaign.

15.4.                Unless the Participants agreed otherwise, each of them is independently entitled to take any action in order to protect the rights whose object includes their co-ownership. Each Participant undertakes to immediately notify the others on any claims of third parties raised for the objects of IPR covered by co-ownership.

15.5.                The Participants may determine in a separate agreement that the Challenge / Campaign Giver will be fully responsible for commercialisation of the object of IPR covered by co-ownership. In such a case the Participants shall appoint the Challenge / Campaign Giver their attorney in fact, authorising it to represent them in a scope required by the law. The Participants may also determine that some or all of them are entitled and obliged to carry out current, joint commercialisation of the object of IPR covered by co-ownership.

15.6.                Irrespective of the selected management mode, in each case the actions mentioned below require co-operation of the Participants, unless an agreement concluded between the Participants expressly states otherwise:

15.6.1.  transferring intellectual property rights to the object of IPR covered by co-ownership, as a whole or in part;

15.6.2.  granting an exclusive licence to the object of IPR covered by co-ownership, as a whole or in part;

15.6.3.  concluding an exclusive distribution agreement or any other agreement in a manner which considerably restricts the possibility of third parties of using the object of IPR covered by co-ownership.

15.7.                Benefits derived in connection with commercialisation and other actions taken against the object of IPR covered by co-ownership shall be divided among the Participants on the terms agreed upon by them in an agreement prepared in a form required by the relevant legislation.

 

16.  OBJECT OF INDUSTRIAL PROPERTY RIGHTS

16.1.                If as a result of Participants’ actions as part of the Challenge an object of industrial property rights is created, in particular the right to obtain a patent, protection right for a utility model, rights in registration of an industrial design, rights in registration of an integrated circuit, they shall be vested in the Challenge Giver, unless the Participants agree otherwise in a separate agreement concluded outside the Platform.

16.2.                If no agreement referred to in clause 16.1. above is concluded, upon the end of the Challenge the Participants shall transfer to the Challenge Giver:

16.2.1.  their shares in the right to obtain a patent;

16.2.2.  their shares in the right to obtain a protection right for a utility model;

16.2.3.  their shares in the right to obtain a right in registration of an industrial design;

16.2.4.  their shares in the right to obtain a right in registration of an integrated circuit.

16.3.                Unless the agreement referred to in clause 16.1. above states otherwise, any costs connected with obtaining and maintaining legal protection shall be borne by the Challenge Giver.

16.4.                Unless the agreement concluded between Participants states otherwise, if protection is granted then the Challenge Giver shall grant the Participants who transferred their rights referred to in clause 16.2. above to the Challenge Giver a Licence to use the object of industrial property rights.

 

17.  PRIORTITY RIGHT

17.1.                If a Participant wishes to dispose of IPR to a third party, it is obliged to direct the offer for sale of such IPR directly to the Challenge Giver in the first place for a price no higher than the actual value of the IPR at issue.

17.2.                The Challenge Giver may, within 30 days from receiving the offer, file a declaration on its acceptance. 

17.3.                If the Challenge Giver accepts the offer, the Participant and Challenge Giver shall carry out a Transfer of IPR to the Challenge Giver in a manner prescribed by the provisions of the relevant legislation.

17.4.                If the Challenge Giver fails to accept the offer within 30 days from receiving it, the Participant may conclude an agreement for transferring IPR to a third party on any terms, subject to clause 17.5 below.

17.5.                If the Participant concludes the agreement for transferring IPR to a third party, then it undertakes that the Licence will remain valid or the third party will grant all eligible parties a licence in the equal scope, subject to the effects prescribed in clause 18.4. hereof.

 

18.  LIABILITY

18.1.                Synergy shall not bear any liability for an unlawful use of Participant’s IPR by third parties, as well as infringement of the confidentiality obligation related to Confidential Information. At the same time, upon receipt of a respective Participant’s submission, Synergy shall take actions to explain whether the rights of the relevant Participant were infringed and decides on taking the actions described below, if needed.

18.2.                In the case of an unlawful, in this in violation hereof, use of Participant’s IPR by another Participant, infringement of the Licence:

18.2.1.  the Participant is obliged to return any financial gains obtained as part of the SYNERGY Project, including equivalents of received Vouchers, if any;

18.2.2.  any Licences granted to such Participant hereunder shall expire. Consequently, upon committing the infringement the Participant shall lose any entitlements to use any rights, Research, Products, Know-How, IPR or Objects of Industrial Property Rights created as part of the SYNERGY Project;

18.2.3.  Synergy is entitled to exclude a Participant from the SYNERGY Project.

18.3.                If the Participant revokes the Licence for a reason other than a final and non-appealable court judgment or a final and non-appealable decision of administrative authorities:

18.3.1.  the Participant is obliged to return any financial gains obtained as part of the SYNERGY Project, including equivalents of received Vouchers, if any;

18.3.2.  any Licences granted to such Participant hereunder shall expire upon its revocation of a Licence;

18.3.3.  Synergy is entitled to exclude a Participant from the SYNERGY Project.

18.4.                If the Participant manages IPR in a manner which prevents entitled parties from using the object of the Licence:

18.4.1.  the Participant is obliged to return any financial gains obtained as part of the SYNERGY Project, including equivalents of received Vouchers, if any;

18.4.2.  any Licences granted to such Participant hereunder shall expire;

18.4.3.  Synergy is entitled to exclude a Participant from the SYNERGY Project.

18.5.                If the Participant infringes the confidentiality obligation related to Confidential Information:

18.5.1.  the Participant is obliged to return any financial gains obtained as part of the SYNERGY Project, including equivalents of received Vouchers, if any;

18.5.2.  any Licences granted to such Participant hereunder shall expire;

18.5.3.  Synergy is entitled to exclude a Participant from the SYNERGY Project.

18.6.                Synergy shall not be liable for any regulation by the Participants of the issues of Know-How, Confidentiality, Licence, IPR, Objects of Industrial Property Rights or Transfer of IPR otherwise than as results herefrom, in particular for possible management by a Participant of its rights in a scope broader than as results herefrom.

18.7.                The Participant who infringed the Terms is obliged to remove the damage incurred by other Participants, Synergy or third parties on the terms resulting from the law.

18.8.                Exclusion of a Participant from the SYNERGY Project shall not affect the validity/effectiveness of the Licence or other mode of use or management of IPR by remaining Participants.

 

19.  AMENDMENT TO THE TERMS

19.1.                Synergy is entitled to introduce amendments to the Terms for serious reasons which are understood to include in particular:

19.1.1.  changes in the law;

19.1.2.  changes in the manner or amount of funding of the SYNERGY Project;

19.1.3.  issuance by any public authorities, both EU and domestic, of a decision, judgment or another resolution which has an impact on the obligations of the Participants or

19.2.                Any amendment to the Terms shall not affect the scope of Licences granted by the Participants prior to such amendment. In particular an amendment to the Terms shall not cause extension of Licences, in this the licence to use the Know-How or IPR, which were granted by the Participants prior to such amendment.

19.3.                In the case of amendment to the Terms, Synergy shall notify persons registered on the Platform within 14 days prior to the effective date of the amendment by sending an e-mail and placing an appropriate notice within functionalities of the Platform.

 

20.  FINAL PROVISIONS

20.1.                Synergy is not obliged to undertake any action related to Participants’ will to regulate their mutual rights and obligations otherwise than as prescribed herein. Synergy shall not intermediate in negotiations, preparation of agreements or undertaking other factual actions which lead to conclusion of relevant agreements.

20.2.                Any matters not regulated herein shall be subject to the provisions of the Terms and Conditions of the Platform.

20.3.                If Participants conclude any agreements between themselves, they may choose the governing law in accordance with the provisions of generally applicable law. 

20.4.                General rules of these Terms shall be subject to Polish law.

20.5.                Relations between a Participant and Synergy shall be subject to the provisions of Polish law. In the case of a dispute connected with such relation, the competent court shall be the court with local jurisdiction over the registered office of Wrocław University of Science and Technology.