Marketplace Terms

Innovation Interchange brings together people with a passion for innovative solutions in a range of markets and industries.

Innovation Interchange facilitates the exchange of industry challenges, business needs, and innovative solutions across an exclusive global business community. We have developed the following 8 Principles of Participation, which support the open and professional interchange of information and our values of respect and integrity:

  1. You are representing yourself and your employer.
  2. You are responsible for the content you submit.
  3. You will not submit confidential information or inappropriate content.
  4. You retain your ownership rights in Intellectual Property associated with content you submit. Where you do not own the rights, you have permission from the owner to publish the content.
  5. Information submitted by you can be used by Innovation Interchange, its Related Entities or other participants and you give your express consent for your information to be used in this way.
  6. You use information published on the web portal at your own risk and are aware that information in the web portal is not necessarily endorsed by the Innovation Interchange, its Related Entities or its Supporters.
  7. You will respect the Intellectual Property Rights and privacy of participants.
  8. We will use the personal information you submit in accordance with our Privacy Policy.

Terms and Conditions of using Marketplace

By accessing the Web Portal, and by accessing or using any information that is either presented on the Web Portal or that is provided, disclosed or presented by or on behalf of Innovation Interchange, you agree to accept and comply with the following terms and conditions of use of the Web Portal, including the facilitation of information exchange by Innovation Interchange through activities that are generated both within and outside the Web Portal (Terms) and our privacy policy (Privacy Policy). Each Participant agrees that they access the Web Portal as an agent of the Member for whom they are a Representative, and each Participant agrees to be bound to these Terms as if they were the Member. Innovation Interchange reserves the right to amend at any time the Terms and, by using the Web Portal at any time, you acknowledge that you have read, understood and agree to be bound by the then current Terms in use. If you do not accept the Terms or any changes to the Terms, you must not use or continue to use the Web Portal.

Definitions

Adopter means a Member that meets the Eligibility Criteria and has a problem or issue that needs to be solved and who wishes to set or has set a Challenge.

Challenge means a problem or issue that a Member has submitted to the Web Portal for the purpose of seeking a solution to that problem or issue.

Discussion Forum Material means any comments, reviews or discussion threads that are placed on or uploaded to the Web Portal by Members, including descriptions in relation to any Challenges or Responses.

Eligibility Criteria means the eligibility criteria for a specific category of membership of the Web Portal (including Adopters, Enablers and Supporters) as published and updated on the Web Portal from time to time.

Enabler means a Member organization meeting the Eligibility Criteria that may wish to provide a potential solution as a Response to a Challenge or respond to a Service Request.

Innovation Interchange or we means Innovation Interchange Pty Ltd (ACN 118 062 258) and its Related Entities and any of its (or its Related Entities) employees, directors, agent, subcontractors, licensees or assignees.

Intellectual Property Rights means all statutory and other proprietary rights whether subsisting now or in the future whether registrable or not, anywhere in the world, in respect of any form of patents (including inventions or discoveries), trademarks, copyright (and associated moral rights), designs, circuit layout and know how (including drawings, designs, methodologies, specifications and trade secrets), together with any similar rights and the right to apply for registration of and prosecute such rights to grant of registration.

Member means (i) an organization (whether an Adopter, an Enabler, or a Supporter) holding an account with Innovation Interchange allowing its Participants to access the Web Portal; (ii) a Moderator; or (iii) a Sector Specialist. Different categories of Member may have different access rights to the Web Portal (as detailed on the Web Portal).

Moderators means individuals who act as moderators on the Web Portal by invitation of Innovation Interchange.

Participant means a Representative of a Member organization with a designated username (Username) and password (Password).

Related Entity has the meaning it has in the Australian Corporations Act 2001 (Cth).

Representative of a party includes an employee, agent, auditor, adviser, partner, consultant, joint venture, contractor, sub-contractor or Related Entity of that party.

Response means a Member's response to a Challenge or Service Request.

Sector Specialist means a specialist in a field of technology or business invited to participate in the Web Portal by Innovation Interchange.

Service Request means a request for the provision of services made by any Member.

Submission means any written material that you submit to the Innovation Interchange for publication on the Web Portal, excluding Discussion Forum Material.

Supporter means a Member supporting the Innovation Interchange through sponsorship, logo displays, supporting of other Members and/or assisting Innovation Interchange to obtain new Members.

Visitor means an individual or corporate entity which visits the Web Portal but does not register as a Member.

Web Portal means the website located at www.innovationinterchange.com

You or you means:

  • if you are acting in your personal capacity, you as an individual; or
  • if you are acting as the authorized agent on behalf of a company or organization, (including as a Representative of a Member) that entity; and, for the avoidance of doubt, both Moderators and Sector Specialists act in their personal capacity and not on behalf of either Innovation Interchange or any third party employer.

Using the Web Portal

You must provide and maintain all of your telephone lines, modems, computer hardware, software, firewalls and any other equipment or facilities necessary for you to access and use this Web Portal.

You agree that you will not engage in any activity that directly or indirectly interferes with or disrupts any of the Web Portal or its services (or the servers and networks which are connected to the Web Portal).

If you are using the Web Portal on behalf of or on the premises of another person (for example, your employer) you must be authorized by the owner or controller of those premises of computer facilities to use the Web Portal and you confirm that you enter into these Terms on behalf of that person.

Innovation Interchange reserves the right to charge fees to Members for continued access to the Web Portal at any time by providing at least 30 days' notice on the Web Portal and to each Member's provided email address. Such fees may vary according to the Member's category of membership.

Web Portal content provided by Innovation Interchange

The information on this Web Portal provided by and on behalf of Innovation Interchange or any of its Representatives is provided for your general information only, does not take into account your business requirements and does not constitute advice. You should never use or act on this information without first seeking proper information and advice from qualified legal, financial or other advisors in relation to your particular circumstances.

While the information on the Web Portal provided by and on behalf of Innovation Interchange has been prepared with all reasonable care from sources that we consider to be reliable, to the fullest extent permitted by any applicable laws, Innovation Interchange takes no responsibility and will not be held liable for any errors, omissions or misstatements in the information.

We may at any time at our absolute discretion without giving prior notice to you delete, alter or move content on the Web Portal. Whilst we seek to maintain accurate and up-to-date information, we do not warrant that the information is or will be error-free or up-to-date.

Web Portal content provided by you and other conditions of your use of the Web Portal

You are solely responsible for all content that you post or submit to the Web Portal. Innovation Interchange will not be held liable for any loss or liability arising from your disclosure of confidential information on the Web Portal.

You must not post, or submit any content that:

  • is or contains pornographic or other adult-oriented materials or could reasonably be expected to be offensive or otherwise unlawful, including material that is paedophilic, causes harm to children or that is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, sexual orientation, age or any mental or physical impairment in breach of applicable laws, or links to any such materials;
  • is or contains pirated software or links to such software;
  • is or contains hackers programs, archives for such programs or links to such programs or links to such programs;
  • is or contains links to a warez site;
  • may reasonably, in our sole discretion, be considered discriminatory;
  • infringes or otherwise violates any Intellectual Property Rights (which now exists or may in the future exist), publicity right or proprietary right of any party;
  • is proprietary to a third party, without such third party's prior written consent; or
  • is illegal, false, inaccurate, misleading, deceptive, fraudulent or likely to be so or that otherwise does not comply with any applicable laws from time to time in force.

You must not use the Web Portal to:

  • conduct or transact any business of an illegal nature or assist another to do so;
  • operate any Internet Relay Chat or any set of scripts or independent programs that connect to Internet Relay Chat or Internet Relay Chat bots;
  • send any unsolicited emails or otherwise infringe any applicable laws in relation to spamming, including the Australian Spam Act 2003 (Cth);
  • store, use or sell email lists or bulk email software;
  • run any background running programs for the Web Portal unless first agreed in writing with us;
  • attempt to undermine or cause harm to the Web Portal, the Web Portal's hosting provider or any customer of the Web Portal's hosting provider.

You understand and agree that Innovation Interchange reserves the right to review, edit and delete any content in whole or in part that, in the sole discretion of Innovation Interchange:

  • violates any of these Terms;
  • is offensive, illegal, discriminatory, harassing, bullying, violent, sexually inappropriate or defamatory; or
  • may harm, violate the rights of or threaten the safety of any user of the Web Portal and/or any other individual or entity.

With respect to any content submitted by you for use on the Web Portal, whether for use in a discussion forum or otherwise, you retain any of your ownership rights in any Intellectual Property Rights and warrant to Innovation Interchange that you have obtained the consent of the owner of the Intellectual Property Rights in any of the content to enable Innovation Interchange to publish the content on the Web Portal and to receive the following licences.

To the extent that you submit any content for the Web Portal, you hereby grant to Innovation Interchange a non-exclusive, irrevocable, royalty-free, perpetual, fully paid up, and fully assignable or sublicensable licence to use, reproduce, adapt, modify, translate, publish, distribute and display any content in whole or in part through the world in any media either by or on behalf of Innovation Interchange or any of its licensees or assignees from time to time.

Third party material

References to other websites and information provided by Members and other third parties are provided for your convenience only and do not constitute or imply endorsements of any other organization or any affiliation between Innovation Interchange and any other organization. Similarly, any omission should not be construed as non-endorsement. We do not control and are not responsible for the content of any other site accessed via links or references on this Web Portal.

Where we rely on third parties to provide certain content on this Web Portal (including any Members or advertisers), we are not responsible for and make no representations in relation to the accuracy or lawful nature of such content. While Innovation Interchange may invite Moderators and Sector Specialists to participate in the Web Portal, they participate as third party individual Members. We are not liable for any loss arising from any reliance on content provided by or on behalf of third parties (including Responses). We do not guarantee or make any representations regarding the suitability, merchantability or fitness of products or services provided to you by or on behalf of any parties that advertise or make other information available from time to time on the Web Portal.

Members' use of the Web Portal

If you are a Member:

  • you warrant that you are over 18 years of age at the time of signing up as a Member of the Web Portal (or at the time of use, in the event that you are a Participant);
  • if you represent that you are acting as the authorised agent of a company or organization (e.g. by making specific representations concerning an organization's technology or ability to assist with a Challenge), you warrant that you have the authority to bind that entity to these Terms;
  • you may use your Username and Password to access the Members' areas of the Web Portal;
  • you agree and understand that you are responsible for maintaining the security and confidentiality of your Password;
  • you agree and acknowledge that you will be solely responsible for all activities by authorized users that occur under your Username or account;
  • if you become aware of or suspect any unauthorised use of your Username, Password or account, you must notify Innovation Interchange immediately; and
  • you agree to assist us in making appropriate security checks where reasonably required to verify account-related instructions, requests and activities.

If your Password becomes known by an unauthorized person as a result of your act, omission or your failure to comply with these Terms, you will be liable for all unauthorized use of the Web Portal or your account, whether such use occurs before or after you notify us.

You authorise us to act on any instruction we receive which is given using your Username or through your account. This applies whether or not the instructions were actually given by you. Innovation Interchange may, but is not required to;

  • enquire about or attempt to verify the authenticity of any instruction or request; or
  • refuse to act on any instruction or request if in our opinion this is justified.

Conditions for advertisements, news and events listings

You agree and acknowledge that in submitting any advertisement, listing or event information to Innovation Interchange for publication on the Web Portal, you:

  • must continuously provide up to date, complete, accurate and correct information to Innovation Interchange;
  • must pay to Innovation Interchange any advertising or listing fee applicable (there may be none) by PayPal, debit card or credit card or any other payment method specified by Innovation Interchange from time to time, within the time frame stipulated by Innovation Interchange (such details as will be published in advance on the Web Portal); and
  • are otherwise bound by these Terms.

All news items and advertisements to be uploaded to the Web Portal must be submitted for pre-publication review by Innovation Interchange in accordance with the procedures detailed on the Web Portal from time to time. Innovation Interchange reserves the right in its absolute discretion to:

  • refuse to publish or display or remove from the Web Portal any advertisement or news or event listing; and
  • change any advertisement or listing fee at any time by providing one months' notice on the Web Portal.

Integrity of communications

You are responsible for ensuring that all communications, whether in writing or in electronic or paper form, sent by you to us are complete and accurate. If you are or ought reasonably to be aware that a communication has been corrupted, you must re-transmit or re-send that communication as soon as practicable after becoming aware or having the reasonable apprehension that the communication has been corrupted, together with a clear indication that it is a corrected communication.

Exclusion and limitation of liability

To the maximum extent permitted by applicable law, Innovation Interchange excludes any and all liability for any claims, liabilities, losses, costs or damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or data, or other pecuniary loss) whether those damages are direct, indirect, punitive, incidental, special or consequential damages, arising out of or in any way connected with:

  • the use of or inability to use the Web Portal or with any delay in using the Web Portal including, but not limited to, any errors, omissions in, delays or interruptions to or cessation of access to the Web Portal or caused by any virus as a result of accessing the Web Portal;
  • any information and material obtained through the Web Portal; or
  • otherwise arising out of the use of the Web Portal,

in each case whether based on actions arising in contract, tort or otherwise howsoever arising, including negligence.

This exclusion applies to the maximum extent permitted by any applicable law, even if Innovation Interchange has been advised of the possibility of damages or an account of profits.

Innovation Interchange's liability otherwise in connection with the supply of any services to you is, to the maximum extent permitted by applicable law, limited to supplying of the services again or the payment of the reasonable cost of having the services supplied again, at Innovation Interchange's sole discretion.

Your access to, use of and/or provision of content to the Web Portal is at your sole risk. Innovation Interchange is not responsible for ensuring that your access to or use of the Web Portal, or provision of any content to the Web Portal, is lawful in the country or jurisdiction in which you access, use or provide content to the Web Portal.

Indemnity

You indemnify Innovation Interchange and hold Innovation Interchange indemnified from any claim, demand or expense made by or on behalf of any third party for damages or an account of profits or any equitable relief including, but not limited to, consequential, direct, incidental or other damages (including legal fees on a solicitor- own client basis) for any breach by you of any law or the rights of a third party including, but not limited to, any breach occurring in relation to an activity arranged or conducted pursuant to the direct or indirect use of the Web Portal, or in relation to any services or products advertised or listed by you through the Web Portal, or any Submissions or Discussion Forum Material submitted by you for use on the Web Portal.

You agree that Innovation Interchange will not be liable in any way for the accuracy, reliability or quality of any Submissions, Responses or other Discussion Forum Material or any advertisement or listing displayed on the Web Portal, and that you will hold Innovation Interchange harmless for:

  • any errors or omissions in any Submissions, Responses or other Discussion Forum Material posted or made use of by you or any person on your behalf;
  • the disclosure of any confidential information; or
  • any loss or damage incurred as a result of any user of the Web Portal relying on Submissions, Responses or other Discussion Forum Material, advertisements or listings submitted by you, or by Innovation Interchange on your behalf, on the Web Portal or by any other means through Innovation Interchange.

Intellectual Property Rights notice

You acknowledge and agree that we own all legal right, title and interest in the Web Portal, its contents and any email and other communications generated from or by the Web Portal, including all Intellectual Property Rights, except where stated otherwise on the Web Portal. You agree that you will not remove, obscure or modify any proprietary rights notices (including copyright and trade mark notices) affixed to or contained within the Web Portal or any such notices in any communications from the Web Portal.

Any trade marks appearing on this Web Portal, except where indicated otherwise, belong to Innovation Interchange and may be indicated by the appropriate symbol ® for registered trade marks or ™ for unregistered trade marks. These trade marks must not be used or modified in any way without our prior written permission and not used in countries where such trade marks are not registered.

You may reproduce a single copy of any content on the Web Portal for your own personal, non-commercial use only. Except where permitted under the Australian Copyright Act 1968 (Cth) or other applicable laws, and except for the temporary copy held in your computer's cache and a single copy for your own personal use, other than any content provided by you, any Web Portal content must not otherwise be used, stored, reproduced, published, altered, adapted or transmitted in any form or by any means in whole or part without our prior written consent.

Disclaimer

The content published on the Web Portal is provided for your general information only, is not intended as advice and must not be relied upon as such. Such content does not take into account your particular circumstances, needs or objectives. You should obtain independent advice or an independent opinion on whether any content published on the Web Portal is appropriate in light of your individual circumstances before making use of or acting on any such content.

Availability of Web Portal and withdrawal or suspension of service

Notwithstanding our rights to withdraw or suspend the Web Portal outlined below, while we endeavor to provide continuous access to the Web Portal, we do not warrant that your access will be uninterrupted, timely, secure or error free. Your access to this Web Portal may be suspended in the case of system failure, maintenance, repair or any reason beyond our control.

We will provide reasonable notice of any planned interruption to the Web Portal or its services.

Innovation Interchange may at its discretion withdraw completely, or suspend for a period of time, the Web Portal, or access to it for any reason including without limitation:

  • if Innovation Interchange in its sole discretion decides not to continue provision of the Web Portal;
  • if there is an interruption, fault, virus, unauthorized access, denial of service or other malicious attack on any part of our computer or telecommunications system;
  • if you breach any part of the Terms; or
  • if you use or assist others to use the Web Portal for an inappropriate purpose, including the storage or transmission of inappropriate, unlawful or offensive material.

Termination

We may, terminate or limit your access to the Web Portal in our absolute discretion without notice or liability to you for any reason including:

  • if you breach any part of these Terms;
  • if we are required to do so by applicable law;
  • if you use the Web Portal for any activities which breach any laws, regulations, standards or codes, or infringe a third party's rights or privacy;
  • if you tamper with, hinder the operation of or make unauthorised modifications to the Web Portal including the storage or transmission of any virus or disabling feature to this Web Portal;
  • if you make any fraudulent, speculative or vexatious enquiries;
  • if you provide false information when registering or using your account as a Member;
  • if you use another Member's username, password and/or account without our permission;
  • if you attempt to do any of the above acts or permit or assist another person to do any of the above acts; or
  • if Innovation Interchange has not received any applicable membership fees 30 days after publication of such fees on the Web Portal and notification to the email address provided for each Member.

The limitations of liability and disclaimers made by us in these Terms will survive termination of your access to the Web Portal. If any of these Terms are invalid or unenforceable, the relevant term will be struck out and the remaining terms will remain in force. If we do not act in relation to a breach by you of these Terms, this does not waive our right to act with respect to subsequent or similar breaches.

If you want to terminate your agreement to these Terms, you may do so by notifying us in writing at any time.

Communications with members

To ensure that you are aware of important issues affecting the functioning of the Web Portal, we may deem it necessary to contact you at the email address provided by each Member to notify the Member of issues including (without limitation) any Web Portal downtime (planned or otherwise), significant changes to these Terms, if the Web Portal has been compromised or in the event of an emergency. You expressly consent to us contacting you for the above purposes.

Acceptance and changes to Terms

You acknowledge and accept that your access to or use of the Web Portal indicates your acceptance of the Terms and the Privacy Policy.

The Terms replace any other Terms for the Web Portal published to date. Innovation Interchange may at any time vary the Terms by publishing variations on the Web Portal. You accept that by doing this, we have provided you with sufficient notice of the variation.

Governing law

This notice and the information on this Web Portal and all matters relating thereto are governed by and are to be construed according to the laws applicable in the State of Victoria, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia and the courts of appeal from them for determining any dispute concerning the Terms or any other matters directly or indirectly relating to any of the Terms, the Web Portal or its contents.

 

March 2013