2018-11-16 20:16:59

GeneSolve Program Terms

Last revised August 2, 2017

These GeneSolve Program Terms  (the “GeneSolve Terms”) apply to your use of and access to the GeneSolve Program, whether via the the GeneSolve Portal, use of the Genesolve.ca website, or otherwise (collectively referred to as “GeneSolve”).   Genesolve.ca is a website owned and operated by Genome British Columbia (“Genome BC”), and is therefore governed by the  provisions of the Genome BC Terms of Use found at genomebc.ca/terms (the “Genome BC Terms of Use”), and in addition to these GeneSolve Terms, you hereby expressly agree to be bound by the Genome BC Terms of Use, provided that if there is any inconsistency or conflict between the GeneSolve Terms and the Genome BC Terms of Use, the Genome BC Terms of Use shall govern and prevail. 

If you are accessing and using GeneSolve, which may include registration of an account, on behalf of an Academic Institution or other organization or entity (the “Organization”), then you hereby agree and accept  the Genome BC Terms of Use and these GeneSolve Terms  on behalf of such  Organization, as well as in your individual capacity, and you represent and warrant to Genome BC that you have the authority to legally bind the Organization to the Genome BC Terms of Use and these GeneSolve Terms, and grant Genome BC all permissions and licenses provided for therein.

Definitions
  1. Academic Institution” means a university, college or academic institution in British Columbia that is eligible to participate in the GeneSolve Program, as determined by Genome BC, in its sole discretion;
  2. GeneSolve Portal” means the GeneSolve portal located at GeneSolve.ca, which is the mechanism by which Academic Institutions submit Proposals to Genome BC for consideration under the GeneSolve Program; 
  3. GeneSolve Program” means the GeneSolve program administered by Genome BC that provides financial awards to selected Academic Institutions for selected projects, with the additional financial support of, and in collaboration with Sector Partners; 
  4. Sector Partner” means a  participant in the GeneSolve Program that is a business or other entity in an industry sector that is eligible to participate in, and provide certain funding as part of, the GeneSolve Program, as determined by Genome BC, in its sole discretion.  For purposes of clarity, Genome BC and the Sector Partner are independent contractors of each other and are not and do not plan, contemplate or intend to carry on business in common with a view of profit and the term “Sector Partner” or similar phrases used in GeneSolve, any Website, these GeneSolve Terms or elsewhere by Genome BC or anyone else does not and is not intended to represent the Sector Partner as a partner or joint venture of Genome BC or create any kind of partnership, joint venture or agency of any kind whatsoever between Genome BC and a Sector Partner, whether under the British Columbia Partnership Act, at common law or elsewhere;
  5. Challenge” means a non-confidential problem or question that is submitted by a Sector Partner to Genome BC, from time to time, as part of the GeneSolve Program, and selected by Genome BC to be posted to GeneSolve.ca;
  6. Proposal” means a non-confidential proposed solution to a Challenge that is submitted to Genome BC by an Academic Institution via the  GeneSolve Portal; and
  7. Representatives” means Genome BC’s directors, officers, employees, contractors, consultants, affiliates, agents and professional advisers.
The Challenges.

From time to time, a Challenge may be posted by Genome BC to GeneSolve.ca seeking Proposals.   You acknowledge and agree that:

  1. Genome BC expressly disclaims any representations or warranties of any kind whatsoever, with respect to the Challenges and/or the GeneSolve Program, whether express, implied, or otherwise, including without limitation regarding the accuracy, completeness, performance, non-infringement, freedom to operate or fitness for particular purpose of the Challenges or the GeneSolve Program;
  2. Genome BC acts merely as a conduit for the distribution, posting and/or publication of the Challenges and receipt of Proposals and reserves the right to take any action with respect to any Challenges, Proposals or information that it deems in its sole discretion to be necessary (including without limitation, the posting of any successful Proposal(s) at Genesolve.ca);
  3. Genome BC does not control the information provided in a Challenge or other information that is provided by a Sector Partner or any third party;
  4. Genome BC has no liability arising out its administration of the GeneSolve Program and GeneSolve.ca, and you will seek any and all remedies or recourse against the Sector Partner or other third parties in relation to any claims that you may have relating to the Challenge(s) or other information provided by the Sector Partner as part of the GeneSolve Program;
  5. Genome BC reserves all rights to remove or take down any  Challenge(s) from Genesolve.ca, at any time at Genome BC’s sole discretion, notwithstanding any dates that may be set out within the Challenge(s); and
  6. nothing in these  GeneSolve Terms or elsewhere requires Genome BC to post any Challenges for any specified period(s) of time or at all.
Your Proposal.

You represent and warrant to Genome BC that:

  1. your Proposal and any other information you provide to Genome BC, GeneSolve, or a Sector Partner (collectively the “Communication”) is non-confidential, non-proprietary and does not infringe the intellectual property rights, privacy, contractual or any other rights of any third party; and
  2. you own or have the rights to post the Communication to the GeneSolve Portal and to grant Genome BC the rights to use the Communication for the Purpose (as defined in these Terms), in accordance with these GeneSolve Terms.

You acknowledge and agree that (without limiting the generality of the Genome BC Terms of Use with regard to any of the matters set out below):

  1. Genome BC may use the Communication for any purpose whatsoever related to the GeneSolve Program (the “Purpose”);
  2. Genome BC may identify you as the source of the Communication but is not required to do so;
  3. you have full responsibility for your Communications including and without limiting the generality of the foregoing, its legality, reliability, appropriateness, originality, and non-infringement or violation of third party rights.  You agree to pay Genome BC for, and indemnify Genome BC from and against any and all royalties, fees, expenses, damages and other monies owing to any third party arising out of you creating or providing any Communication(s) to Genome BC;
  4. Genome BC acts merely as a conduit for the distribution or publication of the Communication and reserves the right to take any action with respect to any Communications or information from you that it deems in its sole discretion to be necessary; and
  5. nothing in these Genesolve Terms or otherwise  requires Genome BC to consider, provide to the Sector Partner, accept or fund any Proposals from you, all of which shall be at the sole discretion of Genome BC.
License to use Communications. 

You hereby grant, and represent and warrant that you have a right to grant, to Genome BC a non-exclusive, sublicensable, transferrable, royalty-free, irrevocable, perpetual, worldwide licence to use, distribute, reproduce, perform, publish, publicly present, adapt, modify, display, communicate, sell,  sublicense and make derivative works of the Communications, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for the Purpose (the “Licence”).  You will not assert any ownership, proprietary or intellectual property rights of any kind to the Communication that would preclude Genome BC from fully exercising its rights to the Licence, including and without limiting the generality of the foregoing, copyright, trademark, patent, moral rights, privacy rights or implied contract.

Miscellaneous.
  1. You acknowledge and agree that nothing in these GeneSolve Terms shall be construed as obligating Genome BC to do any further acts or enter into any agreements with you and/or the Sector Partner in connection with the subject matter of these GeneSolve Terms or the GeneSolve Program.
  2. Nothing in these GeneSolve Terms or access, use or participation in the GeneSolve Program by you and/or your Academic Institution, or the use of the phrase “Sector Partner” or similar terms creates or shall be construed as creating or having an intention to create a partnership, joint venture, employment or agency relationship between Genome BC and you or any other party including without limiting the generality of the foregoing, the Sector Partner.  You shall not represent or otherwise conduct yourself as being in a partnership, joint venture, employment or agency relationship with Genome BC at any time, nor shall you have the authority to act on behalf of Genome BC or to commit Genome BC in any manner or cause whatsoever.