TERMS AND CONDITIONS OF USE (REGISTERED USERS)


1. ABOUT THE OIP

1.1. The Open Innovation Platform (“OIP”) is a national-level digital platform aimed at facilitating innovation and narrowing the gap between research and commercialisation by matching Problem Owners and Problem Solvers.

1.2. https://www.openinnovation.sg (“Site”) is a Site operated by the Info-communications Media Development Authority (“IMDA”), a statutory board in the Singapore Government. The Site is powered by KPMG in Singapore (KPMG Services Pte. Ltd.) and other member firms affiliated with KPMG International Cooperative (collectively “Platform Provider”).

1.3. The information on the OIP and within the Site are provided by IMDA for general information only and you rely on the information contained therein at your own risk. If you are unsure about your rights and obligations in connection with the use of the OIP or the Site, please seek professional advice.


2. DEFINITIONS

Unless otherwise required, the following terms shall have the meanings assigned to them:

(a) Challenge: a challenge listed on this Site, whether the nature is a “ideation”, “proof of concept (POC)” or “prototype” challenge.

(b) Content: any content on this Site, including and without limitation to texts, images, music, data, computer programmes and all other kinds of works, excluding any Upload.

(c) Problem Owner: a Registered User who submits a Problem Statement and hosts a Challenge.

(d) Problem Solver: a Registered User who submits a Solution in response to a Challenge.

(e) Registered User: a person who is registered for an account on the Site, to the extent that such registration continues to be in effect.

(f) Upload: any submission, content, document or comment uploaded to the Site that originates from a Registered User, including Problem Statements and Solutions.


3. GENERAL TERMS

3.1. Your access, browsing, registration or use of this Site as a Registered User constitutes your acceptance and agreement to be bound by these terms and conditions (“Terms of Use”). If you do not consent to be bound by these Terms of Use, please discontinue your access or registration and do not use this Site.

3.2. IMDA may, from time to time and at its sole and absolute discretion, amend these Terms of Use without prior notice. If you have registered to receive information about amendments to these Terms of Use, you may be notified by IMDA of such amendments. We suggest that you check this page from time to time of any changes that IMDA may have made, as they are binding on Registered Users who continue to access, browse or use the Site.


4. TERMS OF WEBSITE USE

Access and Use of the Site

4.1. IMDA does not warrant or guarantee that this Site will always be available or be uninterrupted. IMDA may suspend, withdraw, discontinue or change all or any part of this Site without notice. IMDA will not be liable to you if for any reason this Site is unavailable at any time or for any period.

4.2. You agree that you are responsible for the following and WILL:

(a) ensure that all persons who access this Site on your behalf are aware of these Terms of Use and that they can and will comply with them;

(b) take all appropriate steps to keep your information, software and equipment secure including clearing your Internet browser cookies and cache before and after using the Site;

(c) obtain and maintain all hardware and software necessary to access the Internet and the Site; and

(d) regularly test your systems with a current version of a leading anti-malware application in efforts to detect, and if so detected, to eliminate, any computer code, viruses or worms designed to damage, disrupt, disable, harm or otherwise impede in any manner, the orderly operation of this Site.

4.3. You agree that you, and persons who access this Site on your behalf, WILL NOT:

(a) upload, download, modify, disassemble, decompile, reverse engineer or copy any intellectual property of this Site and the Contents, or otherwise take any action that is likely to adversely affect or interfere with the use or functionality of this Site;

(b) use any robot, spider, other automatic device, or manual process to monitor or copy any pages within this Site or the Contents without prior written permission from IMDA;

(c) knowingly transmit any unauthorised code, virus, trojan horse, worm, logic bomb or other harmful software designed to adversely affect the operation or any computer hardware or software;

(d) take any action that imposes an unreasonably or disproportionately large load on IMDA's hosting servers;

(e) access without prior written permission from IMDA, interfere with, damage or disrupt any part of this Site or any equipment, software or network on which this Site is stored or hosted;

(f) reproduce, duplicate, copy or re-sell any part of this Site; and

(g) use this Site in any way that breaches applicable law and international treaties, or for any other unlawful or fraudulent purpose.

Proprietary Rights

4.4. All titles, rights and/or interests in the Contents are protected by applicable copyright, trademark and/or other intellectual property laws and all titles, rights and/or interests in such Contents are owned by, licensed to or controlled by IMDA.

4.5. You may use, hyperlink, copy and distribute the Contents solely for personal, internal, non-commercial or informational purposes only. You may not display, distribute, reproduce, modify or otherwise use any of the Content for any commercial purpose unless you have obtained prior written permission from IMDA.

General Disclaimers

4.6. To the extent permitted by applicable law, neither IMDA nor the Platform Provider makes any representations or warranties, or guarantees that this Site or the Content will be free from errors or omissions, unauthorised code or other harmful software, and hereby disclaim all express, implied and/or statutory warranties of any kind to you or any third party, arising from usage, custom, trade or by operation of law in relation to the Content.

4.7. To the extent permitted by applicable law, neither IMDA nor the Platform Provider shall be responsible or liable to you or any third party for any errors or omissions, or for consequences arising from the use of any Content, any damage or loss, including without limitation, any direct or indirect, special or consequential damage, loss of income, revenue or profits, lost or damaged data, or damage to your computer, software, server, data or any other kind of property, arising directly or indirectly from: (a) your access to or use of (or loss of access to or use of) this Site; (b) any inaccuracy or incompleteness in, or errors or omissions in the Content; (c) any delay or interruption in the transmission of the Content; or (d) any decision made or action taken by you or any third party in reliance upon the Content, regardless of whether IMDA or the Platform Provider is aware of or has been advised of the possibility of such damage or loss.

4.8. Further, to the extent permitted by applicable law, neither IMDA nor the Platform Provider shall be responsible or liable for the following:

(a) the security, authenticity, integrity or confidentiality of any transactions and other communications made through this Site;

(b) any virus, distributed denial-of-service attack or other technologically harmful material that may infect your computer, software, server, data or any other kind of property arising from your use of this Site or to your downloading of any Content; and

(c) the content of third party websites that may be linked on this Site, where such links should not be interpreted as an endorsement by IMDA or the Platform Provider of those linked websites.

Indemnity in favour of IMDA

4.9. You agree to defend, hold harmless, and indemnify IMDA from and against all losses, liabilities, claims, costs, expenses (including reasonable legal costs) paid, incurred or suffered by IMDA, directly or indirectly attributable to any third party claims related to: (1) the use of the Site by you in contravention of these Terms of Use; (2) the intellectual property rights of, or errors in, any data uploaded by you onto the Site; (3) the failure by you to comply with all applicable laws; and (4) the acts and omissions of you.

4.10. You further agree to fully indemnify IMDA against all costs incurred by IMDA in the course of or incidental to removing any unauthorised code, virus, trojan horse, worm, logic bomb or other harmful software introduced by you, whether intentionally or by accident, and recovering any lost or damaged data or software.

Indemnity in favour of Platform Provider

4.11. You agree to defend, hold harmless, and indemnify the Platform Provider and IMDA from and against all losses, liabilities, claims, costs, expenses (including reasonable legal costs) paid, incurred or suffered by the Platform Provider or IMDA, directly or indirectly attributable to any third party claims related to: (1) the use of the Site by you in contravention of these Terms of Use; (2) the intellectual property rights of, or errors in, any data uploaded by you onto the Site; (3) the failure by you to comply with all applicable laws; and (4) the acts and omissions of you. In this regard, you accept that the Platform Provider shall be entitled to assert its rights and remedies of the foregoing indemnity clause as a third party beneficiary.

5. TERMS OF USER REGISTRATION

User Registration

5.1. In order to access and participate as a Problem Owner or Problem Solver on this Site, you are required to be a Registered User by registering for an account as a Problem Owner or Problem Solver (where applicable), and filling in your personal particulars through the online registration form. You must be at least eighteen (18) years old to participate in Challenges.

5.2. IMDA has the sole right and absolute discretion to approve, withdraw or deny your registration as a Registered User or suspend, terminate or restrict access to your account at any time without prior notice and without assigning any reason thereto, without prejudice to IMDA’s rights against you for any breach of these Terms of Use by you.

5.3. There are currently no fees charged by IMDA for using any part of this Site or registering as a Registered User of the Site.

Accounts and Passwords

5.4. You must keep your Registered User account details, log-on identification and password confidential and not disclose them to any third party.

5.5. You must also use all reasonable efforts to protect the security of your log-on identification and password and not to permit other individuals, besides employees or contractors approved by you, to use your log-on identification and password to gain access to the Site.

5.6. You will not attempt to obtain or gain access to the account details, log-on identification, password or any other security information belonging to any other Registered User.

Notifications and Challenge-related Emails

5.7. IMDA may send you notifications in relation to this Site and emails in relation to the Challenges which you may have indicated an interest to participate in or have participated in. You may opt out or update your notification preferences in your profile settings.


6. GENERAL TERMS RELATING TO CHALLENGES

Terms of Challenge

6.1. EACH CHALLENGE WILL CONTAIN TERMS AND CONDITIONS BETWEEN PROBLEM OWNERS AND PROBLEM SOLVERS THAT SPECIFICALLY RELATE TO THE CHALLENGE (“CHALLENGE RULES”) AND SUCH TERMS MAY VARY DEPENDING ON THE PARTICULAR CHALLENGE. YOUR PARTICIPATION IN A CHALLENGE, WHETHER AS A PROBLEM OWNER OR PROBLEM SOLVER, CONSTITUTES YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THOSE TERMS OF CHALLENGE, IN ADDITION TO THESE TERMS OF USE. FOR THE AVOIDANCE OF DOUBT, IMDA IS NOT A PARTY TO THE TERMS OF CHALLENGE AND SHALL NOT BE BOUND BY ANY OBLIGATIONS UNDER THE TERMS OF CHALLENGE.

6.2. The Challenge Rules may contain terms and conditions such as the start and end date of a Challenge period, eligibility criteria of Problem Solvers, requirements for submitted Solutions and allocation of intellectual property rights relating to the Solutions. In case of any confusion, you should direct all questions in relation to the Terms of Challenge to IMDA at info@openinnovation.sg, or such other form of communication as may be prescribed in the relevant Terms of Challenge.

6.3. You agree to defend, hold harmless, and indemnify IMDA from and against all losses, liabilities, claims, costs, expenses (including reasonable legal costs) paid, incurred or suffered by IMDA, directly or indirectly attributable to any third party claims related to: (1) your participation in each Challenge; (2) your submission of any Uploads; (3) the award of the prize money to the selected winner of a Challenge; and (4) the enforcement of or reliance on one or more of terms of the Terms of Challenge by any party.

Code of Conduct

6.4. By participating in the Challenge, whether as a Problem Owner or Problem Solver, you agree to conduct yourself in a professional and appropriate manner, and to comply with any Code of Conduct which IMDA may, at its sole and absolute discretion, issue. The Code of Conduct may change at any time and without any prior notice to you.

Uploads and Interactive Services

6.5. All Uploads to this Site may be reviewed, vetted and moderated by IMDA before it is distributed, published and made available to other Registered Users on this Site. IMDA retains its full and absolute discretion in respect of the inclusion or removal of these Uploads, including its discretion not to publish any Upload for any reason.

6.6. You should use ensure that your Upload is compliant with all applicable law and does not breach any contract or obligation between you and a third party or infringe any intellectual property rights of a third party.

6.7. IMDA has the sole and absolute discretion to determine if an Upload is in breach of any content standards or guidelines, or contains any fact or opinion that may be unlawful, inaccurate, misleading, deceiving, defamatory, obscene, offensive, hateful, inflammatory, discriminatory, in contempt of court, incites violence, promotes sexually explicit material, instigates an act of terrorism, harasses or annoys any other person, impersonates any other person, touts any other person or contains any advertising or promotion of services or web links to other websites.

6.8. IMDA may take any action it deems fit or necessary in response to any Upload, including removal of the Upload, immediate, temporary or permanent withdrawal and termination of your right to use this Site or of your registration as a Registered User, seeking any reimbursement of costs, expenses and charges on an indemnity basis as a result of your breach or for the purposes of investigating such breach or commencing any legal action against you.

6.9. IMDA shall not be responsible or liable to you or any third party for the Uploads submitted by you. The views expressed by the Registered Users on the Site do not represent IMDA’s views or values.

Confidentiality of Uploads

6.10. ALL UPLOADS SUBMITTED BY YOU TO THIS SITE WILL BE CONSIDERED NON-CONFIDENTIAL AND NON-PROPRIETARY. IF YOUR UPLOAD IS LIKELY TO CONTAIN ANY CONFIDENTIAL INFORMATION OR TRADE SECRETS, PLEASE REDACT SUCH INFORMATION OR REFRAIN FROM SUBMITTING IT TO THIS SITE. IMDA WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY DISCLOSURE OF CONFIDENTIAL INFORMATION OR TRADE SECRETS BY YOU IN THE COURSE OF THE USE OF THE SITE.

6.11. If disclosure of such confidential information is required for the evaluation of your Upload in the context of a Challenge, you may wish to enter into a separate confidentiality or non-disclosure agreement with the relevant recipients at the appropriate juncture.

6.12. While you retain all ownership rights in your Uploads to this Site, you agree to grant IMDA a limited licence to use, store and copy such Uploads for any purpose including marketing or publicity purposes, and to distribute, publish and make such Uploads available to other Registered Users on this Site.

6.13. If you intend to disclose confidential information to IMDA for the evaluation of your submitted Solution, you must notify IMDA of your intention to disclose confidential information in writing, prior to such disclosure. IMDA may, in its discretion, either:

6.13.1. refuse to receive such confidential information and would excuse itself from the evaluation of your Upload; or

6.13.2. agree to receive such confidential information for the evaluation of your Upload in the context of a Challenge.

6.14. If IMDA agrees to receive confidential information under clause 6.13.2 above, you must ensure that all such confidential information provided to IMDA:

6.14.1. if disclosed in writing or electronically, is marked at the time of its disclosure as being of a confidential and/or

proprietary nature;

6.14.2. if disclosed orally or visually, is reduced to writing within 5 days of such disclosure and is marked as being of a confidential and/or proprietary nature.

To avoid doubt, confidential information does not include information that (i) becomes publicly known and available after disclosure by you through no fault of IMDA; (ii) is already in the possession of IMDA at the time of disclosure by you; or (iii) is independently developed by IMDA without use of your confidential information or; (iv) is received by IMDA from a third party without duty of confidentiality.

6.15. All confidential information received by IMDA from you in accordance with clauses 6.13 and 6.14 above will be held and maintained in confidence. IMDA will not use such confidential information except for the purposes of evaluation, and will not disclose such confidential information received to third parties without your prior written permission. Provided always that IMDA may disclose any confidential information which it receives:

(a) if required to do so pursuant to law, subpoena, order of court or pursuant to other judicial or administrative process; or

(b) to such of its officers, employees and/or professional advisors who need to know the same for the purposes of evaluating your Upload or for seeking advice on any matter arising out of these Terms of Use provided that IMDA shall ensure that any of its officers, employees and professional advisors to whom the confidential information is to be disclosed are made aware of and agree to abide by the terms of these Terms of Use before any disclosure to them is made.

6.16. The obligations set out in clauses 6.13, 6.14 and 6.15 above shall remain in full force and effect for a period of 2 years from the date of disclosure of the confidential information to IMDA, unless otherwise mutually agreed to by both you and IMDA.

7. GOVERNING LAW

These Terms of Use shall be governed by, and construed in accordance with the laws of Singapore and you agree to irrevocably submit to the exclusive jurisdiction of the Singapore courts in the determination of any dispute arising in connection with these Terms of Use.


8. COMMUNICATIONS

All questions, comments and feedback in relation to this Site and the Terms of Use shall be directed to IMDA at info@openinnovation.sg. Such communications shall be made in the English language. IMDA makes no assurance or guarantee of an answer, or a time within which an answer may be given.


CODE OF CONDUCT

This code sets out guidelines for Problem Owners (POs) and Solvers to conduct themselves in a professional and appropriate manner, in order to work together in an environment of mutual trust and respect during the Challenge. Given the objective of OIP to be for POs to work with Solvers to build innovative solutions to address real business problems, we expect both POs and Solvers to strive for professionalism and quality, as well as be committed to the Challenge.

POs provide prize monies for challenges they post on the OIP to signal their commitment to their innovation need, as well as to encourage Solvers to submit quality ideas and solutions. We hope that POs and Solvers who have been successfully matched through the OIP will work together to co-develop the POCs and Prototypes, and to commercialise and scale the solutions post-Challenge.

FOR PROBLEM OWNERS

Problem Owners shall:-

a. Be committed to seeing the Challenge through to the end

b. Be open to participate in the marketing activities and events organised by the OIP team to generate awareness and interest in the Challenge

c. Be cooperative with the OIP team and shortlisted Solvers so as to facilitate the innovation process and to ensure success of the Challenge

d. Be responsible to read and understand the terms and conditions of the OIP, and contractual terms with the Solvers, to understand the obligations of being a PO

e. Ensure that confidential information and IP rights are protected where necessary, while promoting knowledge sharing and information exchange with the Solvers

f. Adhere to Challenge and project timelines, especially disbursing funds to the Solvers in a timely manner. PO should inform Solvers and the OIP team at the earliest possible time, if there are expected delays

g. Communicate with Solvers via the Forum or during OIP-arranged events and refrain from engaging Solvers directly through other means

h. Treat all Solvers in a fair and transparent manner and not discriminate among Solvers in any way

Problem Owners shall not:-

a. Use the OIP as a means to source for free ideas without recognising contributions by the Solvers (i.e. no award even though the solution meets the PO’s needs)

b. Amend the Challenge terms, including prize monies and conditions, or withdraw the Challenge from the Innovation Call once the Challenge has been published

c. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others

FOR PROBLEM SOLVERS

Problem Solvers shall:-

a. Be committed to seeing the Challenge through to the end, including being committed to the Challenge timeline

b. Be cooperative with the OIP team and PO, so as to facilitate the innovation process

c. Read and understand the terms and conditions of the OIP, and contractual terms with the PO, to understand the obligations of being a Solver

d. Ensure that confidential information and IP rights are protected where necessary, while promoting knowledge sharing and information exchange with the POs;

e. Adhere to Challenge and project timelines, especially for milestone deliverables. Solver should inform PO and the OIP team at the earliest possible time, if there are expected delays

f. Understand that IMDA and the PO’s decisions, with regards to the Challenge, are final and that no disputes will be entertained

Problem Solvers shall not:-

a. Use the OIP as an advertising platform to solicit for business opportunities for your existing solutions that do not meet the PO’s requirements

b. (for Finalists) Take the initial payment and not deliver on the POC or prototype

c. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others