These Hypios Seeker Terms (these “Seeker Terms”) state the terms and conditions applicable to you when you use the Service and submit any problems to Hypios as a Seeker (each, a “Problem”). These Seeker Terms are in addition to and supplement the Hypios Terms of Use [See “Hypios Terms of Use”] (the “Agreement”). In the event of a conflict between these Seeker Terms and the Agreement, the Agreement shall control. All capitalized terms not defined in these Seeker Terms will have the meanings assigned to them in the Agreement [See “Hypios Terms of Use”].

BY SUBMITTING A PROBLEM TO HYPIOS THROUGH THE SITE OR OTHERWISE, YOU AGREE TO BE BOUND BY THESE SEEKER TERMS IN ADDITION TO THE AGREEMENT [See “Hypios Terms of Use”]. IF YOU DO NOT AGREE TO THESE SEEKER TERMS OR THE TERMS OF THE AGREEMENT, PLEASE DO NOT USE THE SITE OR THE SERVICE AND DO NOT SUBMIT ANY PROBLEMS.

1. Submitting a Problem

You may provide a Problem to Hypios to be posted on the Site. Hypios shall have sole discretion whether to post your Problem to the Site.

1.1 Exclusivity. For any Problem you provide to Hypios, you agree that you may not provide such Problem or any similar problem to any other service, including without limitation any website that is similar to or is otherwise competitive with the Service, during the longer of (i) the term of the Agreement or your use of the Service, and (ii) the 90 day period commencing on your submission of a Problem to Hypios which Hypios does not post on the Site or otherwise announce to Solvers within such 90 day period. You may not remove a Problem that has been posted to the Site until after the Submission Deadline (as defined below).

1.2 Problem Specification. For each Problem you submit, you will be required to clearly state or describe:

a) the Problem;

b) the deadline (the “Submission Deadline”) for Solvers to submit solutions in response to your Problem (each, a “Proposed Solution”),

c) he formal criteria (the “Criteria”) to be used for selecting a Winning Solution (as defined below);

d) the deadline (the “Selection Deadline”) for you to make selections from the pool of Proposed Solutions; and

e) the amount in U.S. dollars (the “Award Amount”) to be paid to Hypios for a Winning Solution;

1.3 Amounts to be Paid to Solvers. If Hypios posts your Problem to the Site, Hypios has sole discretion to set the amounts to be paid to a Solver for a Winning Solution and a Runner-Up Solution, regardless of the Award Amount.

2. Selection Process

Following the Submission Deadline, Hypios will make available to you, or your third party designee if pre-approved by Hypios in its sole discretion (the “Third Party Evaluator”), Proposed Solutions provided by Solvers in response to your Problem, if any.

2.1 Evaluation. You, or your Third Party Evaluator if applicable, shall evaluate each Proposed Solution based on a reasonable application of the Criteria, and make selections, if any, no later than the Selection Deadline. The selected Proposed Solutions, if any, will be categorized as follows:

a) The “Winning Solution” is the Proposed Solution selected by you or your Third Party Evaluator as the winner. As described in the Hypios Solver Terms [See “Hypios Solver Terms”], the Solver submitting the Winning Solution will assign to Hypios all right, title and interest, including its intellectual property rights, in and to the Winning Solution, and Hypios will assign to you such rights (to the extent such rights were assigned to Hypios), as further described in Section a below.

b) A “Runner-Up Solution” is a Proposed Solution selected by you or your Third Party Evaluator to be licensed on a non-exclusive basis. As described in the Hypios Solver Terms [See “Hypios Solver Terms”], each Solver submitting a Runner-Up Solution will grant to Hypios a non-exclusive license, under its intellectual property rights, in the Runner-Up Solution, and Hypios will grant to you a sublicense thereto (to the extent such license was granted to Hypios), as set forth in Section b below.

2.2 Selection Rules

(a) You or your Third Party Evaluator must make selections of the Winning Solutions and Runner-Up Solutions, if any, as the case may be, prior to the Selection Deadline.

(b) If any Proposed Solution meets the Criteria as reasonably applied, you or your Third Party Evaluator shall select a Winning Solution.

(c) If you or your Third Party Evaluator select and pay for a Winning Solution, you or your Third Party Evaluator may also select Runner-Up Solutions. If you or your Third Party Evaluator do not select a Winning Solution, you or your Third Party Evaluator may not select any Runner-Up Solutions.

(d) If no Proposed Solution meets the Criteria, you or your Third Party Evaluator may elect not to select a Winning Solution, provided that you promptly deliver to Hypios a statement describing in sufficient detail the reasons why no Proposed Solution meets the Criteria.

3. Payment

3.1 Winning Solution. Upon selection of a Winning Solution, you shall pay to Hypios the Award Amount.

3.2 Runner-Up Solution. If you pay for a Winning Solution under Section 3.1, you or your Third Party Evaluator have the option to select up to four Runner-Up Solutions at no additional cost. If you or your Third Party Evaluator select more than four Runner-Up Solutions, you shall pay to Hypios 10% of the Award Amount for each Runner-Up Solution in addition to the first four selected Runner-Up Solutions.

3.3 Payment Terms. Payment of fees will be due within 30 days after the date of invoice. All payments must be made in U.S. dollars. Late payments hereunder will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. All payments required by this Agreement exclude all sales, value-added, use, or other taxes and obligations, all of which you shall pay in full, except for taxes based on Hypios’s net income.

4. Intellectual Property

4.1 Evaluation. Subject to Section 4.2, during the period commencing on the Submission Deadline and ending on the Selection Deadline, you or your Third Party Evaluator may use, copy, and modify the Proposed Solutions solely for the purpose and solely to the extent required to evaluate such Proposed Solutions as set forth in Section 2.1.

4.2 Selection

(a) Assignment of Winning Solution Intellectual Property. Following selection of a Winning Solution and following your payment in full of the applicable amounts due hereunder, and subject to all other terms and conditions of this Agreement, Hypios agrees to and hereby assigns to you all of its right, title and interest, including intellectual property rights, in the Winning Solution, to the full extent to which such rights have been assigned to Hypios pursuant to the Hypios Solver Terms [See “Hypios Solver Terms”]. Notwithstanding the foregoing, you acknowledge and agree that Hypios shall not be required to and does not assign to you any rights related to the Winning Solution other than those assigned to Hypios by the Solver submitting the Winning Solution pursuant to the Hypios Solver Terms [See “Hypios Solver Terms”].

(b) License of Runner-Up Solution Intellectual Property. Following selection of a Runner-Up Solution and following your payment in full of the applicable amounts due hereunder, and subject to all other terms and conditions of this Agreement, Hypios agrees to and hereby grants to you, under the intellectual property rights under which the Solver submitting the Runner-Up Solution granted a license to Hypios pursuant to the Hypios Solver Terms [See “Hypios Solver Terms”], a non-exclusive, transferable, sublicenseable, worldwide, royalty-free, fully paid-up license to use, make, have made, sell, offer for sale, copy, modify, make derivative works of, publicly display, publicly perform, or otherwise exploit the Runner-Up Solution. Notwithstanding the foregoing, you acknowledge and agree that Hypios shall not be required to and does not grant to you a sublicense under any intellectual property rights in a Runner-Up Solution other than those rights under which the Solver submitting the Runner-Up Solution granted a license to Hypios.

5. Confidentiality

5.1 Definition. “Confidential Information” means, with respect to you, your identity or the identity of the company, entity, or organization you are acting on behalf of; and, with respect to Hypios, all Proposed Solutions.

5.2 Non-Use and Non-Disclosure. Each party agrees not to use or disclose the other party’s Confidential Information except as necessary to perform its obligations or exercise its rights under these Seeker Terms. You shall not disclose Hypios’s Confidential Information or permit the disclosure of Hypios’s Confidential Information to your employees or contractors, except that you may disclose Confidential Information to those employees and contractors who require the information in order for you to evaluate the Proposed Solutions as set forth in Section 2.1. You shall not disclose Hypios’s Confidential Information to any employee or contractor unless such employee or contractor has signed a non-use and non-disclosure agreement in content at least as protective as the provisions of this Section 5.2, prior to any disclosure of Hypios’s Confidential Information to such employee. The receiving party shall protect the Confidential Information of the disclosing party by using the same degree of care (but not less than a reasonable degree of care) the receiving party uses to protect its own confidential information of like nature and importance to prevent the unauthorized use, dissemination or publication of such Confidential Information. This Section 5 shall survive any expiration or termination of the Agreement or these Seeker Terms.

6. Disclaimers

These Seeker Terms are in addition to and supplement the Agreement [See “Hypios Terms of Use”], including without limitation the disclaimers in Section 13 of the Agreement. Hypios acts as a conduit for the distribution and/or publication of information and shall not be responsible for the quality or usefulness of any Proposed Solution. Hypios does not warrant, and hereby disclaims any warranty, that the Proposed Solutions will not infringe the intellectual property rights of any third party, or that the Proposed Solutions will be sufficient, accurate, or reliable. hypios shall not be responsible for, and hereby disclaims all liability for, any breach of the solver terms [SEE “Hypios Solver Terms”] by any solver, including without limitation any misstatement, ommission, error, lie, or any other inaccuracy made by a solver to hypios related to such solver’s name, ability to enter into the solver terms [SEE “Hypios Solver Terms”], or ability to assign or license the rights as described therein.

7. Assignment

You shall have no right to either assign these Seeker Terms or your rights under these Seeker Terms, or delegate any of your obligations under these Seeker Terms, either in whole or in part, by operation of law or otherwise, without the prior written consent of Hypios. Hypios shall have the right to assign these Seeker Terms without limitation.

 

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