Your Information – The personal information of Happence users that is collected in the registration process. Including but not limited to name, address, telephone number, email address and resume.
Solver – Registered Happence users who submit potential solutions to Challenges that are posted on the site located at www.Happence.com (the “ Site ”) or on Client Challenge Portals.
Challenge Portal – A custom site designed for a Challenger to host Challenges with their own Solver community
Happence Challenge(s)/Challenge(s) – Specific problems of individual organizations that are posted for users to try and solve.
Challenger(s) – The businesses or other entities that post Challenges to be worked on by Solvers.
Challenge Reward(s) – The monetary or other compensation awarded to the winning Solver(s) of a Challenge. The Challenge Rewards are standard unless specifically chosen by The Challenger.
Confidential Information – All non-public information, written or oral, disclosed through any means of communication by Challenger or any Solver in connection with the Challenge and any Solution.
Reward(s) – Any monetary or material compensation given to Solvers for their activity on the website.
Solution(s) – A proposal or idea submitted by a Solver for any individual Happence Challenge.
Winning Solution – A Solution that is chosen as the recipient of the Challenge Reward for a specific Happence Challenge.
Challenge Brief – The document created for each Happence Challenge that describes the nature of the Challenge, and the specific deliverables that Solvers must submit in order to be eligible to win the Challenge Reward.
Challenge-Specific Provisions – Additional terms and conditions outlined for a particular Challenge that a Challenger stipulates must be agreed to by participating Solvers.
1. The Site. This Site provides a service whereby Challengers may post Happence Challenges to source ideas or use Happence’s database to identify and recruit potential job candidates from among the pool of Happence Solvers. Challengers may be commercial enterprises, not-for-profit organizations, or other entities. By using this Site, you acknowledge that Happence does not control in any manner the nature, quality, legality or timing of Happence Challenges.
You agree that Happence is a neutral forum for Happence Challenges to be posted, and Solutions to be submitted. Happence will use reasonable efforts to keep postings related to the results of Solutions and Challenge Rewards paid as current as possible. However, we do not guarantee that the postings or content on this Site will be current at all times.
2. Eligibility. The Site is not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If you do not qualify, please do not use the Site.
3. Solver Registration. To be eligible to solve Happence Challenges (as further described below) and access information on the Site, you must register as a Solver and agree to the Terms and Conditions set forth in this document, as well as any additional terms and conditions stipulated by individual Challengers. You may cancel your registration at any time by contacting info@Happence.com. As part of the registration process, you will be asked to select a password and a login name. You agree that your registration information at all times correctly represents your professional affiliation, experience, qualifications and ability to transact business. You may not use a login name of another Solver or user. You may not disclose or share your password to any third parties or use your password for any unauthorized purposes. You agree to notify Happence at info@Happence.com of any unauthorized use of your account or breach of security, including loss, theft, or unauthorized disclosure of your password or login information. Remember, you are responsible for maintaining the confidentiality of your password(s).
4. Challenger Registration. To be eligible to post Challenges and access information on the Site, you must register as a Challenger and agree to the Terms and Conditions set forth in this document, as well as any additional terms and conditions stipulated by Happence Inc. As part of the registration process, you will be asked to select a password and a login name. You agree that your registration information at all times correctly represents your professional affiliation, experience, qualifications and ability to transact business. You may not use a login name of another Challenger. Additionally, by creating a contest, you grant Happence a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your Happence Challenge Brief. You also agree to pick a Winning Solution for the Challenge and agree that Happence will pay a Reward to the Solver who submits the Winning Solution from the fees you pay for the Challenge.
5. Others’ Information. Happence does not guarantee the accuracy of the Site or ownership of any information in a Happence Challenge Brief or the availability of any Challenge Reward unless otherwise stated in a Happence Challenge Brief. While Happence believes such information to be posted in good faith, Happence does not control the information provided by others that are made available through the Site. Other user’s information may be inaccurate. You agree to look solely to the Challenger for any claims you may have regarding their information. If you (the Solver) have a dispute with another user of the services (whether a Solver, Challenger or otherwise), you hereby release Happence from all claims of any kind arising out of such dispute. If you are a California resident, you waive California Civil Code, Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
7. Conveyance of Ownership of Intellectual Property. If you submit a Solution in response to a Happence Challenge Brief, you agree that you are the owner of the submitted Solution and that you are legally free to make the disclosure and to convey the intellectual property rights being offered to the Challenger. You also agree that your Solution is subject to the additional terms and conditions in any applicable Solver agreement or Challenge-Specific Provision. By submitting a Solution, all Solvers agree to grant and hereby grant to the Challenger the intellectual property rights contained within their Solutions, regardless of whether any such Solution is a Winning Solution and understand their Solutions may be used by the Challenger as they see fit. All Challengers agree that at least one Winning Solution will be chosen for each Challenge Brief, with an accompanying Challenge Reward paid by Happence to the Solver who provided the Winning Solution.
8. Payment of Rewards. Payment of Challenge Rewards will be handled in accordance with the terms set forth in the Happence Challenge Brief and/or its applicable Solver agreement or Challenge-Specific Provision. The conditions for qualifying for a particular Challenge Reward shall be as set forth on the Site in connection with that particular Happence Challenge Brief and may include a list of excluded Solutions. The decision as to qualifying criteria and conditions and whether to accept a Solution is entirely within the discretion of the Challenger. For Challenge Rewards and all other Rewards, Happence reserves the right to refuse payment and/or delivery at its own discretion. Payment of any Challenge Reward is conditioned your cooperation with Happence’s verification procedures.
The Challenge Reward will be paid to you locally, in U.S. Dollars, or if required by your local law, in your local currency equivalent based on the foreign exchange rate in effect on the date of the disbursement by Happence. Happence is not responsible for payment of any A Challenge Reward, or any part of any Challenge Reward, to any party other than to the Solver through whom the Solution was submitted to Happence. You understand that any Challenge Reward represents a complete payment, net of any local taxes that Happence may be required to withhold, and that you are not entitled to any other compensation of any kind. If local law does not require withholding of taxes, all taxes on Awards shall be your sole responsibility.
9. Site Limited License. (a) Happence shall retain all ownership in the Site and all content generated by it that is displayed on the Site. Happence grants you a nonexclusive, revocable right to use the Site provided that you do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or (ii) modify or attempt to modify the Site in any manner or form except that you have the right to modify your self-generated content on the Site. The license granted to you by Happence is a limited license to access and make personal use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Happence. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Happence. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including Challenge descriptions, images, text, page layout, or form) of Happence without express written consent. You may not use any meta tags or any other “hidden text” utilizing Happence’s name or trademarks without the express written consent of Happence. Any unauthorized use terminates the permission or license granted by Happence. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Happence.com so long as the link does not portray Happence, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Happence logo or other proprietary graphic or trademark as part of the link without express written permission.
10. Compliance with Rules. You agree not to use any device, software or routine to interfere with the proper working of the Site or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. You agree not to take any action (including without limitation, spamming) that imposes an unreasonable load on our infrastructure. You agree not to take any actions which may undermine the integrity of our system or the services, such as: leaving feedback or ratings for yourself; using the Site in violation of local, state, national or international law; uploading of files or content that contain material that violates the intellectual property rights of any third party. You are solely responsible for compliance with all applicable laws and regulations regarding your use of the Site and the transfer of the technologies or information with which you are involved, including without limitation, import/export requirements, and Happence expressly disclaims any liability or responsibility thereto. You will comply with any codes of conduct, policies or other notices we provide you or publish on the Site, and you shall promptly notify us if you learn of a security breach related to the Site or our services.
11. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”. NEITHER Happence NOR CHALLENGER MAKES ANY WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE SERVICES.
12. Limitation of Liability and Disclaimer. Happence has no control over and is not responsible for the acts or omissions of Challengers, or the quality or legality of the Solutions sought thereby. Happence does not warrant or guarantee the accuracy or completeness of any Happence Challenge Brief, nor endorse any Challenger. Happence SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) YOU SUFFER OR INCUR AS A RESULT OF THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL Happence OR A CHALLENGER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OR FOR ANY DAMAGES IN EXCESS OF $100 REGARDLESS OF THE CAUSE. You agree that you will be responsible for, and at the request of Happence or Challenger, defend Happence and/or Challenger from, third-party claims arising out of the information you provide to Happence or Challenger for publication, any breach by you of this agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site or Happence’s services must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
13. Harmful Substances. PLEASE NOTE THAT UNDERTAKING WORK RELATED TO Happence CHALLENGE STATEMENTS POSTED ON THE SERVICE MAY REQUIRE THE USE OR SYNTHESIS OF BIOLOGICS OR CHEMICALS THAT COULD BE BACTERIALLY MUTAGENIC, TOXIC, CARCINOGENIC OR OTHERWISE HARMFUL TO YOU AND ANYONE ELSE THAT IS EXPOSED TO THEM, AND YOU UNDERTAKE THE CREATION OF SUCH PROPOSED SOLUTIONS AT YOUR OWN RISK.
14. Other Contracts, Confidentiality. You agree that you will not disclose to Happence or its affiliates, or to any Challenger, any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. You agree that you will not discuss or release any Confidential Information which belongs to you, other parties, or the Challenger related to any Happence Challenge.
15. Third-Party Web Site Links. The Site may contain links to Web sites operated by parties other than Happence. Such links are provided for reference only and Happence does not control such Web sites and is not responsible for their contents. Happence’s inclusion of links to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators.
16. No Third Party Reliance. You agree that you will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Happence. This agreement shall have no third party beneficiaries, other than certain Challengers in accordance with the terms of the applicable Solver Agreement or Challenge-Specific Agreement.<br/>
17. Copyright. All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Happence or its Challengers and protected by Spain and international copyright laws. The compilation of all content on this site is the exclusive property of Happence or its Challengers and protected by Spain and international copyright laws. All software used on this site is the property of Happence or its software suppliers and protected by Spain and international copyright laws.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any content made available in connection with the Site infringes your copyright, you (or your agent) may send us a notice requesting that the content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter-notices should be sent to us at:
Agirre Lehendakariaren Etorb., 81, 48015 Bilbo, Bizkaia
By Email: email@example.com
18. Termination. You are responsible for properly terminating your account. We reserve the right to (i) modify or discontinue, temporarily or permanently, the Site or our services (or any part thereof) and (ii) refuse any and all current and future use of the Site or our services (or any part thereof), suspend or terminate your account (any part thereof) or use of the Site or our services (or any part thereof) and remove and discard any of Your Content in the Site or our services (or any part thereof), for any reason, including if we believe that you have violated these terms and conditions. We shall not be liable to you or any third party for any modification, suspension or discontinuation of the Site or our services (or any part thereof). All of Your Content on the Service may be permanently deleted by us upon any termination of your account in its sole discretion.
19. Indemnification. You shall defend, indemnify, and hold harmless Happence, Challenger and their respective affiliates from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these terms and conditions, any of Your Content that is uploaded, posted or otherwise transmitted to the Site using your account, or your other access, contribution to, use or misuse of the Site or any of our services. We shall provide notice to you of any such claim, suit or demand. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
20. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of Spain of America (excluding any rules governing choice of laws) any legal proceeding arising out of this Agreement will occur in Spain. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Happence and you with respect to the subject matter hereof, and you have not relied upon any promises or representations by Happence with respect to the subject matter except as set forth herein. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law.