These Hypios Solver Terms (these “Solver Terms”) state the terms and conditions applicable to you when you use the Service and submit any solutions to Hypios as a Solver (each, a “Proposed Solution”). These Solver 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 Solver Terms and the Agreement, the Agreement shall control. All capitalized terms not defined in these Solver Terms will have the meanings assigned to them in the Agreement [See “Hypios Terms of Use”].

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

1. General

As part of the Service, Hypios allows Seekers to submit various technical and other problems (each, a “Problem”) for the purpose of soliciting solutions to such problems. Solvers are then provided an opportunity to submit proposed solutions (each, a “Proposed Solution”) to such Problems for evaluation by Hypios, Seekers and/or its or their third party designees, and, if applicable, selection, by Seekers, all in accordance with these Solver Terms and the Agreement.

2. Submitting a Proposed Solution

2.1 Registration. Prior to using the Site and Service or submitting any Proposed Solution, you are required to register using your full legal name to use the Site and the Service as further described in the Agreement [See “Hypios Terms of Use”]. Hypios may terminate your account or your use of the Site at any time, for any reason, as further described in the Agreement [See “Hypios Terms of Use”].

2.2 Problem Specification. When posting a Problem on the Site, Hypios will include the following information, if and to the extent provided by the applicable Seeker:

a) the Problem;

b) the deadline (the “Submission Deadline”) for Solvers to submit Proposed Solutions;

c) the instructions for submitting a Proposed Solution;

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

e) the deadline (the “Selection Deadline”) for the applicable Seeker to make selections, if any, from the pool of Proposed Solutions;

f) the amount in U.S. dollars to be paid to a Solver for a Winning Solution (as defined below); and

2.3 Submission. You must submit to Hypios any Proposed Solution prior to the Submission Deadline. If you submit a Proposed Solution, Hypios may choose not to provide your Proposed Solution to the applicable Seeker if Hypios believes your Proposed Solution is, in Hypios’ sole discretion, inadequate or inappropriate for the applicable Problem, or for any other reason.

3. Selection of a Proposed Solution

You acknowledge and agree that the Seeker, hypios AND/or their respective designees, as the case may be, may choose not to select your Proposed Solution even if your Proposed Solution meets all the Criteria. If the Seeker or its designees select a Proposed Solution, such selection may fall into one of the following categories:

a) The “Winning Solution” is the Proposed Solution which is selected by the applicable Seeker (or its designee) as the winner. In such event, 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 as further described in Section 4.2(a) below; or

b) A “Runner-Up Solution” is a Proposed Solution which is selected by the applicable Seeker (or its designee) to be licensed on a non-exclusive basis as further described in Section b below.

4. Intellectual Property

4.1 Evaluation. During the period commencing on the date you submit a Proposed Solution and ending on the applicable Selection Deadline (the “Exclusive Evaluation Period”), you agree to grant and hereby grant to Hypios an exclusive, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense to the applicable Seeker, its third party designees, or to Hypios’ agents or subcontractors, to use, make, have made, copy, modify, make derivative works of, publicly display, publicly perform, or otherwise exploit your Proposed Solution for the purpose of evaluating such Proposed Solution as contemplated herein. During the Exclusive Evaluation Period, you may not use for your own account, share with or authorize any third party other than Hypios to use for any purpose whatsoever, including to evaluate, or otherwise exploit the Proposed Solution.

4.2 Selection

a) Winning Solution. If your Proposed Solution is selected as the Winning Solution, you agree to and hereby assign to Hypios all of your rights, title and interest, including all intellectual property rights, in and to your Proposed Solution, including all copies thereof. By way of illustration, and not limitation, the following shall apply:

(i) If the Proposed Solution contains any software or other computer code, the foregoing assignment includes all versions of such software, completed or under development, and includes any software from which such software was derived.

(ii) If the Proposed Solution is a patent application, the foregoing assignment includes without limitation any patents issuing on any such patent application, or any patents claiming priority thereto, the inventions disclosed in any of the foregoing, any and all counterpart United States, international and foreign patents, applications and certificates of invention based upon or covering any portion of the foregoing and all reissues, divisionals, renewals, extensions, provisionals, continuations and continuations-in-part of any of the foregoing, throughout the world, including the right to pursue and recover past and future damages from third‑party infringers of such application or patent.

b) Runner-Up Solution. If your Proposed Solution is selected as a Runner-Up Solution, you agree to and hereby grant to Hypios, under all your intellectual property rights, an unlimited, non-exclusive, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense, to use, make, have made, sell, offer for sale, export, copy, modify, make derivative works of, publicly display, publicly perform, or otherwise exploit your Proposed Solution.

c) Not Selected

(i) If your Proposed Solution is not selected by the applicable Seeker, Hypios may retain your Proposed Solution in a database after the Selection Deadline.

(ii) Hypios, in its sole discretion, may make your Proposed Solution available to other Seekers that submit Problems other than the Problem for which you have originally supplied your Proposed Solution. In such case, the terms of the Agreement and these Solver Terms will apply as if you submitted your Proposed Solution directly in response to such Problems.

(iii) You agree to, and hereby grant, to Hypios a non-exclusive, worldwide, royalty-free, fully paid-up license, with the right to grant a sublicense to its subcontractors and agents, to use, make, have made, offer for sale, copy, modify, make derivative works of, publicly display, publicly perform, or otherwise exploit your Proposed Solution for evaluation purposes and for the purposes stated in this Section c.

(iv) You agree to, and hereby grant, to Hypios a non-exclusive, worldwide, royalty-free, fully paid-up license, with the right to grant a sublicense to its subcontractors and agents, to use, make, have made, offer for sale, copy, modify, make derivative works of, publicly display, publicly perform, or otherwise exploit your Proposed Solution for evaluation purposes and for the purposes stated in this Section c.

4.3 Further assurances. You agree to assist Hypios, the applicable Seeker, and/or their respective designees, in every proper way to secure the rights assigned or licensed to Hypios as set forth above, in any and all countries, including the disclosure to Hypios, the applicable Seeker and/or their respective designees, of all pertinent information and data with respect to your Proposed Solution, the execution of all applications, specifications, oaths, assignments and all other instruments that Hypios, the applicable Seeker and/or their respective designees may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Hypios, the applicable Seekers, or their respective designees, successors, assigns and nominees the rights assigned in and to your Proposed Solution as set forth above, and all intellectual property rights therein, and testifying in a suit or other proceeding relating to such Proposed Solution and any rights relating thereto. You also agree that your obligations under this Section 4.3 shall survive any expiration or termination of the Agreement or these Solver Terms.

5. Representations and Warranties

5.1 You represent and warrant that you have the legal right, capacity and authority to enter into these Solver Terms and the Agreement and the execution, delivery and performance of these Solver Terms and the Agreement have been duly authorized by all necessary corporate action, if applicable.

5.2 You represent and warrant that all information you submit to Hypios will be true, complete and accurate, including without limitation your name and other personal information.

5.3 Unless explicitly stated in your Proposed Solution, you represent and warrant that: (i) you own or have the necessary rights, consents, and permissions to assign or grant the rights and licenses set forth above, and (ii) your Proposed Solutions, Hypios’ or any Hypios assignee’s or licensee’s use of your Proposed Solutions pursuant to the Agreement, including these Solver Terms, and Hypios’ or any Hypios assignee’s or licensee’s exercise of the rights assigned or granted as set forth above, do not and will not: (a) infringe, violate, or misappropriate any third party’s rights, including any copyright, patent, trade secret, trademark, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (c) violate any applicable law or regulation; or (d) require obtaining a license from or paying fees or royalties to any third party for the exercise of any rights assigned or granted as set forth above.

5.4 You represent and warrant that the bank account listed in your account information: (i) is in the same country as your primary residence, and (ii) has the same account holder name as the name listed on your Hypios account.

6. Indemnity

You agree to indemnify, defend, and hold harmless Hypios, the applicable Seekers, and their respective successors, officers, directors, agents, and employees from and against any and all actions, causes of action, claims, demands, costs, liabilities, losses, expenses, judgments, proceedings, and damages (including attorney fees) arising from your actual or alleged breach of this Agreement, including without limitation the foregoing representations and warranties, or your performance of or failure to perform your duties under this Agreement.

7. Payment

7.1 Winning Solution. If your Proposed Solution is selected by a Seeker as a Winning Solution and the Seeker has paid to Hypios the amount due in accordance with the Hypios Seeker Terms [See “Hypios Seeker Terms”], Hypios shall pay to you the amount payable for such Winning Solution as specified in the applicable Problem description.

7.2 Runner-Up Solution. If your Proposed Solution is selected by a Seeker as a Runner-Up Solution and the Seeker has paid to Hypios the amount due in accordance with the Hypios Seeker Terms [See “Hypios Seeker Terms”], Hypios shall pay to you 2.5% of the amount payable for a Winning Solution as specified in the applicable Problem description.

7.3 Payment Terms. Provided you are in compliance with the Agreement and these Solver Terms, including without limitation all warranties and representations made in Section 5, Hypios shall pay the amount due to you hereunder, by issuing a wire transfer to a bank account you specify during your registration or issuing and mailing a check in the name you specify in your registration within 60 days of Hypios’ receipt of the applicable payment from the Seeker for your Proposed Solution. Hypios shall not be responsible for any late payments or lost checks if the information provided in your registration is not accurate or up to date. All exchange, interest, banking, collection and other charges shall be at your expense. All payments required by these Solver exclude all sales, value-added, use, and other taxes and obligations, all of which you shall pay in full, except for taxes based on Hypios’ net income.

8. Assignment

You shall have no right to either assign these Solver Terms or your rights under these Solver Terms, or delegate any of your obligations under these Solver 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 Solver Terms without limitation.

 

Learn More About hypios