Terms of Service – v1.1
About the Dubai Future Foundation
We, the Dubai Future Foundation, were established to play a pivotal role in shaping the future of Dubai, positioning it as a leading city of the future through collectively imagining, inspiring and designing Dubai’s future in collaboration with government and private entities.
We work to achieve our vision and goals by providing individuals and organisations with access to our services and programs through our websites and other digital platforms, including: Area 2071; Dubai Future Programs; Future ID; Verified Contributors Program; and Business Intelligence.
When we refer to Dubai Future Foundation, DFF, we, us and our, we mean the Dubai Future Foundation a Dubai government entity established pursuant to Dubai Law No. 19 of 2015, as amended by Law No. 6 of 2016, with its address at 5th Floor, Emirates Towers, Sheikh Zayed Road, P.O. Box 555509, Dubai, United Arab Emirates
Acceptance of these Terms
When we refer to user, your and you, we mean users of our services, programs, websites and digital platforms managed and operated by us or on our behalf (our Services).
The following terms (Terms) define the relationship between us and the users of our Services:
- these Terms of Service; and
- any Service-Specific Terms.
It is important that you read and understand these Terms. We will only provide access to our Services if you agree to, and then continue to comply with, these Terms. By using our Services, you are agreeing to these Terms.
You must be at least 21 years old to use our Services.
If you are under 21 years of age, you may only use our Services with the express permission of your parent or legal guardian.
If you are a parent or legal guardian and you permit your child to use our Services, then these Terms apply to you and you are responsible for your child’s activity at all times when using our Services.
Using our services on behalf of an organisation
We provide Services to many organisations, such as government entities, private business, charities, non-profits and schools. When using our Services on behalf of an organisation, you must ensure that you are an authorised representative of that organisation and can bind the organisation to these Terms.
Future ID and two-factor authentication
Some of our Services may offer or require you to have Future ID, our single sign-on and profile management service. Future ID enables users to create and maintain personal and/or organisational profiles and to login to other digital platforms using a username and password without having to create multiple accounts.
If you choose, or you are provided with, a Future ID user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential.
You are responsible for controlling the access and use of your Future ID and you are encouraged to take reasonable steps to keep your Future ID secure. You must not disclose it to any third party and you are fully responsible for all activities that occur when using your Future ID.
We offer you the option to secure your Future ID with two-factor authentication via our Services. Once two-factor authentication is active on your Future ID, you can deactivate it at any time. The two-factor authentication is linked to an email address that you provide to us, for authentication purposes.
If you lose access to the email address account provided to us for two-factor authentication and two-factor authentication is active for your Future ID, you will not be able to access your Future ID and it may be unrecoverable. This may result in your Future ID being locked and subject to deletion by us.
We have the right to disable Future ID, any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with these Terms.
You agree that any information provided by you to us in using our Services and in relation to your Future ID is correct, accurate and not misleading.
If you know or suspect that anyone other than you knows your Future ID user identification code or password, you must promptly notify us via our Reach Us page.
- include Content that we own and make available to you;
- may give you the opportunity to upload, submit, store, send, receive or share your Content with us and other users; and
- may give you access to Content belonging to a third party individual or organisation.
In these Terms:
- when we refer to Content, we mean text, documents, statements, posts, photographs, videos, drawings, files, website addresses (URLs), questions, answers, contact details, and any and all other information and materials of any nature whatsoever in any form or format; and
- when we refer to Intellectual Property Rights, wemean any and all current and/or future intellectual property rights, including all forms of copyright and authors rights (including any and all rights that may be considered financial rights provided under United Arab Emirates Federal Law No. 7 of 2002), computer and software code, scripts, patents, design elements, graphics, logos, interactive features, artwork, text communication, brand names, trademarks, service marks, rights in trade dress or get-up, goodwill, domain names, URLs, know-how, trade secret, rights to sue for passing off, unfair competition rights and moral rights.
Our Content and third party Content
The Content we make available to users in relation to our Services is intended for information only and is not intended to amount to advice on which you should rely.
Our Services may include Content belonging to third parties or links of, or from, third parties and external websites or other digital platforms. We do not endorse or guarantee the accuracy, reliability or appropriateness of any opinion, statement, information or material of any external website or other digital platform or of any Content belonging to a third party that is uploaded to, linked to or posted to the websites or other digital platforms made available by us to users in relation to our Services.
You acknowledge that by using our Services you may be exposed to Content that is inaccurate or unreliable and in this respect your use of our Services and your reliance on the Content is entirely at your own risk.
We are not responsible or liable for the conduct of any user of our Services and we assume no responsibility or liability for any lack of disclosure of data, mistakes, misstatements of law, defamation, libel, omissions, opinions, representations or anything else contained in any Content.
We will not have any responsibility or liability for any on-boarding process for our Services or Future ID or for information that you make available to us or other users or a third party during your use of our Services.
We reserve the right, but disclaim any obligation, to monitor Content made available by users of our Services to other users or third parties or to take any action to restrict any access to material displayed or distributed through our Services that violates these Terms.
We may update or alter any Content used to provide our Services at any time. The Content we use in providing our Services may be out of date at any given time, and we are under no obligation to update it or any part of it. We do not in any way guarantee that the Content used to provide our Services will be up to date, free from any errors, inaccuracies or omissions or be fit for any purpose
If you make Content available to us, other users or third parties when using our Services, including uploading your Content to our digital platforms, you must ensure that you have the necessary rights to do so, that the Content is lawful and you accept that, unless we expressly allow you the opportunity to confirm otherwise, such Content will not be considered confidential.
You retain ownership of all rights in your Content, but you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, fully paid up and royalty-free, worldwide right and licence to store, copy, adapt, share, publish, distribute and otherwise use your Content, including the right to sublicence such Content to third parties and any relevant external digital platforms who need such Content to allow you to access their digital platforms through your Future ID, for any purpose connected with the provision of our Services and incidental to the exercise of the rights granted by you to us under these Terms. You are solely responsible for securing and backing up your Content. We also have the right to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to our, their or any other third party’s digital platform infringes their Intellectual Property Rights or right to privacy.
We reserve the right to pre-screen, refuse or remove any Content made available by you or any third party from our Services at any time, without notice or reason.
You understand and agree that we may retain server and backup copies of any of your Content even if you have altered, removed or deleted your Content from public display.
Please note, if you access, or are transferred to, any other digital platforms through your Future ID or when using our Services, other digital platforms are likely to have separate service/use and privacy terms which you may need to abide by and accept before obtaining access.
- have registered for Future ID or accessed our Services via a link or connection (including plug-ins or like applications) from another digital platform (including social media platforms), we may have no control over such links, connections (including plug-ins or like applications), information or digital platform; or
- access any digital platform owned or operated by a third party (including social media platforms) via our Services, we have no control over such third party digital platforms,
and we are not responsible or liable for its Content and make no representations about (or in any way endorse) any material or services available at or from such digital platforms (including login or registration access).
Such link or connection (including plug-ins or like applications) or access to such third party digital platforms does not imply sponsorship, affiliation or endorsement by us of any third party or any other digital platform.
We do not in any way guarantee that such links or connections (including plug-ins or like applications) or third party digital platforms will be up to date, free from any errors, inaccuracies or omissions or be fit for any purpose.
Notification of Objectionable Content and Take Down
If you wish to object to any Content that can be accessed when using our Services, please contact us via our Reach Us page. In doing so, you should: (i) clearly identify the Content objected to; (ii) explain the basis for your objection; (iii) describe the action you request we take in relation to such Content; and (iv) provide your full contact details to enable us to contact you and to act appropriately upon any such objection.
We will in all reasonable cases attempt to investigate objections and, where appropriate, remove the relevant Content.
As explained in these Terms, we are not in any way liable for any third party service providers and the Content they make available to you.
Intellectual Property Rights
We own or are the licensee of all Intellectual Property Rights in our Services, including in the digital platforms which we provide access to and the Content which we make available to you, all of which are protected by the United Arab Emirates and international copyright, trade mark and/or patent laws and treaties. All such rights are reserved. All trade marks, service marks and trade names are owned, registered and/or licensed by us. You are not permitted to make any use of any of our trade marks, services marks or trade names.
You may not, except with our express written permission, copy, reproduce translate, distribute or commercially exploit any of our Services, including our Content.
Enforcement and protection of Intellectual Property Rights
If we discover that you have used any part of our Services or our Content or Content of any third party in contravention of these Terms or otherwise infringed our Intellectual Property Rights, we and any of our affiliates may, to the fullest extent permitted by law, bring legal proceedings against you, seek monetary damages and an injunction, or any other remedies available to us. You could also be ordered to pay legal fees and costs.
If you become aware of any use of our Services or Content that contravenes or may contravene these Terms, you agree to immediately report this to us via our Reach Us page.
In consideration of you agreeing to abide by these Terms, we hereby grant to you a non-exclusive, non-transferable, revocable right and licence to: (i) access and use our Services and Content in accordance with these Terms; and (ii) print Content from our digital platforms for your own personal and non-commercial use. You must not modify any Content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
You acknowledge and agree that the rights to access and use our Services are licensed to you, and that you have no rights in, or to, our Services other than the right to access and use our Services in accordance with these Terms. You acknowledge and agree that you have no right to access any software, that we use to provide our Services, in source-code form. We do not grant to you any other rights whatsoever in relation to our Services. All other rights are expressly reserved by us.
You acknowledge and agree that, in respect of any Content made available to you directly by a third party when using our Services, unless such Content is generally made available to all users of our Services by such third party we may not hold the necessary rights to allow you to use such Content and it remains your responsibility obtain all necessary rights and licences before using such Content.
You shall not gain or attempt to gain any access to any aspect of our Services or any Content which you are not authorised to access under these Terms or as otherwise specified by us.
You may use our Services and our Content subject always to these Terms. You agree in relation to our Services and the Content (and for each of them):
- not to copy them, except where such copying is incidental to normal use, or where it is necessary for the purpose of back-up or operational security;
- not to rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify them;
- not to make alterations to, or modifications of, the whole or any part of them, or permit them or any part of them to be combined with, or become incorporated in, any other programs;
- not to alter, destroy, obscure, or otherwise remove any copyright or proprietary notices or labels contained within them;
- not to disassemble, decompile, reverse-engineer, or otherwise attempt to gain access to the source code of them or create derivative works based on the whole or any part of them or attempt to do any such thing;
- not to provide or otherwise make them available in whole or in part (including object and source code), in any form to any person without prior written consent from us;
- not to use them in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into any of them or any operating system;
- not to infringe our Intellectual Property Rights or those of any third party in relation to your use of them (to the extent that such use is not licensed by these Terms);
- not provide or publish any Content or information that:
- infringes the Intellectual Property Rights of DFF or any third party;
- defames others, is obscene, abusive, discriminatory, offensive, hateful or inflammatory; and/or
- promotes or incites violence or illegal activities;
- not to collect or harvest any information or data from them or our systems or attempt to decipher any transmissions to or from the servers running them; and
- not to use any automated data collection methods, data mining, robots, or scraping or any data gathering methods of any kind in relation to, or in connection with, them.
No Unlawful or Prohibited Use
You agree not to in any way make use of our Services and/or any of the Content in any unauthorised manner or in violation of any local, federal or international law or regulation.
We reserve the right to revoke or restrict your access to our Services at any time and for any reason whatsoever.
You may link to our Services, provided you do so in a way that is fair, lawful, and does not damage or take advantage of our reputation. We reserve the right to withdraw this permission at any time. Unless expressly agreed in writing, you may not establish a link to our Services or Content in such a way to suggest any form of association, approval or endorsement on our part.
Our Services are provided subject to these Terms and the only commitments we make about our Services are set out in these Terms or provided under law.
Except as otherwise set out in these Terms:
- our Services and Future ID are provided on an “as is” and “as available” basis;
- we do not make any other commitments about our Services, Future ID or any other products, services, information obtained through our Services, including as to their reliability, accuracy, quality, availability, timeliness, security or ability to meet your needs;
- we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other information maintained or transmitted by our Services; and
- we are not responsible for the accuracy or reliability of any information or Content transmitted through our Services.
We may update our Services from time to time in, including in accordance with these Terms, and during that period you may not be able to use all or part of the Services.
To the extent permitted by law, we exclude and disclaim all conditions, warranties, representations or other terms which may otherwise apply to our Services, Future ID and Content whether express or implied.
Our Services may also contain Content uploaded by or otherwise provided by or related to a third party. We do not endorse such Content and it does not constitute our opinion, advice or services.
Liability and indemnification
The use of our Services, Future ID and Content is entirely at your own risk and, to the extent permitted by law, in no event shall we nor any of our affiliates be liable (whether under law, breach of statutory duty or otherwise) for any direct, indirect, incidental, consequential, special, exemplary, punitive or any other monetary or other damages, fees, fines, penalties or liabilities, nor for any loss or disclosure of data or loss or damage to reputation or goodwill (collectively Damage) whatsoever, even if such Damage is foreseeable, arising out of or in connection with the use or inability to use Services, Future ID and Content or for any reliance on our Services, Future ID and Content.
Your sole and exclusive remedy, whether financial or otherwise, for any form of dissatisfaction with our Services, Future ID or Content (including our failure to provide our Services) is to stop using our Services, Future ID and Content.
We will not be liable for any loss or damage caused by any virus, distributed denial-of-service attack or other technologically harmful material that may affect or infect your computer, equipment, computer programs, data, tablet or mobile devices or other proprietary material due to your use of our Services, Future ID or to your downloading of Content or the use or downloading of any information or materials of any other website or digital platform linked to our Services or by reason of any disclosure of such material or data by any third party.
You agree to defend, indemnify and hold us, and our affiliates, officers, directors, employees, representatives, successors, assigns and agents (and their licensors, advertisers, suppliers, and operational service providers) harmless from and against any and all claims, expenses, costs, actions, demands, liabilities, judgments and settlements (including reasonable legal fees) resulting from or alleged to result from your use of the Services, Future ID, the Content and/or any breach of these Terms.
We reserve the right to assume the exclusive defence and control of any demand, claim or action arising under or in connection with the Services, Future ID or Content and all negotiations for settlement or compromise. You agree to fully cooperate with us in the defence of any such demand, claim, action, settlement or compromise negotiations, as requested by us.
Neither we, nor any of our affiliates, assume liability or responsibility for any Content or services supplied by you or any third party nor for the Content of any other website or digital platform linked or carrying a link to our Services.
We reserve the right to collect and use anonymous non-personal information relating to your use of our Services, including to anonymously track and report to our third party statistical service providers your activity involving our Services to monitor the performance of our Services.
You consent to us collecting and using your technical information, including the software, hardware and peripherals, to improve our Services and to allow for the provision of our Services to you.
Termination of Use
Except where stated otherwise in these Terms, we may terminate or suspend your access to and use of our Services or your Future ID at any time, without notice and for any reason. For example, we may terminate your access to our Services as a result of your breach of these Terms or any other conduct which we believe is unlawful or harmful to us or others or where we are required to do so to comply with applicable law.
In the event of termination, you will no longer be authorised to access or use our Services and, if applicable, your Future ID. We reserve the right to use any means available or necessary to enforce such termination.
About these Terms
We reserve the right to make changes these Terms without notice and without liability to you at any time. Updated versions of these Terms will replace the existing version and are effective immediately.
You are responsible for regularly reviewing these Terms and by continuing your use of our Services following any modifications to these Terms, you will be deemed to have accepted any such modifications.
Except as otherwise stated in these Terms, these Terms do not create any legal rights for other people or organisations.
If there is any conflict or inconsistency between:
- these Terms of Service and any Service-Specific Terms, then the Service-Specific Terms shall take priority over these Terms of Service.
In these Terms, any words that precede or follow the words including, include, in particular or for example or any similar phrase shall be illustrative only and shall not limit the generality of the related general words.
Not all of our Services will be available outside of the United Arab Emirates.
Governing law and jurisdiction
These Terms and your use of our Services are governed by and shall be construed in accordance with the laws of the Emirate of Dubai and, where applicable, the Federal Laws of the United Arab Emirates. Such laws will govern these Terms, without giving effect to any principles of conflicts of laws.
You hereby irrevocably submit to the jurisdiction of the Courts of the Emirate of Dubai (as established by Law No. 3 of 1992 and Law No. 13 of 2016) in relation to all disputes arising out of or in connection with our Services and these Terms.
If any provision of these Terms are, or are found to be, unenforceable under any applicable law, that will not affect the enforceability of the other provisions of these Terms.
For information on how to contact us, please visit our ‘Reach Us’ page.
In addition to our Terms of Service, additional Service-Specific Terms apply to a number of our Services and which are set out below.
If a Service is not identified in our Terms of Service nor identified below as having additional Service-Specific Terms, that Service will have its own terms and conditions. For example, our BounceBack Program has its own terms given the unique nature of the program.
Where capitalised words are used in these Service-Specific Terms, they shall have the meaning set out next to them in these Service-Specific Terms or as otherwise set out in our Terms of Service.
The Area 2071 platform (the Platform) provides information in connection with our various innovative programs and applications for private and public sector organisations both within and outside Dubai and the United Arab Emirates (the Area 2071 Programs) and to connect people within our community both locally and abroad.
If you choose to apply to an Area 2071 Program via the Platform, such participation may be subject to separate terms which you may need to enter into with the relevant public or private sector entity that is the owner or sponsor of that Area 2071 Program (Third Party Terms). If there is any conflict or inconsistency between these Terms and the Third Party Terms, these Terms shall prevail.
We do not have any responsibility or liability for any on-boarding process for the Platform or any Area 2071 Program, the selection or shortlisting process for any Area 2071 Program, the awarding of any Area 2071 Program or for information that you provide through the Platform or that you share with any third party. We assume no responsibility or liability for the lack of disclosure of data, mistakes, misstatements of law, defamation, libel, omissions, acts, opinions, representations or anything else that is provided or made by any third party in connection with any Area 2071 Program.
Area 2071 chatbot and other features
The Platform will host user generated Content and we may or may not filter, moderate or censor what is posted.
Messages and any Content shared with the Platform’s chatbot will be used as part of a machine learning process to improve the chatbot’s natural language processing and other capabilities. This data will be aggregated and can only be seen by restricted members of the Platform’s staff and administrators.
Content shared on the Platform may be transported or stored by third party service providers required to deliver services on the Platform to users.
Users cannot use the Platform for means other than to showcase and share their personal profiles, organisation profiles, projects and ideas. The Platform may not be used for commercial solicitation of any kind.
Booking of meeting rooms and equipment at ‘Area 2071’ is not a right but a privilege awarded at the discretion of our staff.
Users can apply to become a mentor through the Platform but admittance into the mentor program is at our sole discretion and any rejection may not be contested. Mentors are awarded special privileges on the Platform, including the ability to book meeting rooms and equipment and the ability to provide or receive feedback.
Users will be able to search for other users and to chat with each other using the Platform. If you delete your account or close one or more windows, your messages will remain visible to those other users involved in the chat or discussion until they also close the window or delete their accounts, and we shall not be held liable or responsible for any matter or issue arising out of or in connection with your use of the Platform. However, any Content provided on any forum on the Platform may remain indefinitely on the Platform and our systems and may be visible to other users and third parties who have access to such forums. We shall not be held liable or responsible for any matter or issue arising out of or in connection with such Content on the Platform.
Dubai Future Programs
The Dubai Future Programs website (the Website) provides information in connection with various innovative programs, applications and submission request areas for private and public sector organisations both within and outside Dubai and the United Arab Emirates (the Dubai Future Programs).
If you choose to apply to a Dubai Future Program via the Website, such participation may be subject to separate terms which you may need to enter into with the relevant public or private sector entity that is the owner or sponsor of that Dubai Future Program (Third Party Terms). If there is any conflict or inconsistency between these Terms and the Third Party Terms, these Terms shall prevail.
We do not have any responsibility or liability for any on-boarding process for the Website or any Dubai Future Program, the selection or shortlisting process for any Dubai Future Program, the awarding of any Dubai Future Program or for information that you provide through the Website or that you share with any third party. We assume no responsibility or liability for the lack of disclosure of data, mistakes, misstatements of law, defamation, libel, omissions, acts, opinions, representations or anything else that is provided or made by any third party in connection with any Dubai Future Program.
Verified Contributors Program
The Verified Researchers Program Portal (the Portal) is a platform for individuals and organisations from various countries and jurisdictions worldwide to make Research Submissions (defined below) for our consideration in connection with various innovative research topics, programs and applications in connection with Dubai and the United Arab Emirates (the Verified Contributors Program).
Intellectual Property Rights
In relation to the Verified Contributors Program:
- when we refer to Submitter, we mean you as a user of the Portal or where you are using the Portal on behalf of an organisation, we mean your organisation;
- when we refer to Moral Rights, we mean moral rights of the author of a copyright work (including right to be identified as the author of the work or to object to derogatory treatment of the work) in any jurisdiction;
- when we refer to Rate Card, we mean the pre-agreed rates for any work submitted to the Verified Contributors Program as set out in a fixed rate card provided by DFF at the time or prior to any Research Submission; and
- when we refer to Research Submission, we mean the texts, documents, statements, information, photographs, videos, drawings, questions, answers, contact details, and any and all other materials of any nature whatsoever in whatever form or format shared by a Submitter through the Portal for our and our affiliates consideration (including the relevant public or private sector entity that is the owner or sponsor of a relevant Program). Any additional content shared by the Submitter with us or our affiliates following and in relation to the Research Submission shall constitute part of the Research Submission.
Each Submitter warrants and represents that it has full authority and all necessary rights and title to comply with these Terms, including in respect of the transfer of rights as set out in the section titled ‘Payment and Assignment’.
On submission of the Research Submission (or any part of it) through the Portal, the Submitter hereby grants to us and our affiliates a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, fully paid-up and royalty free, worldwide right and licence to store, copy, adapt, share, publish, distribute, create derivative works of (including any additions, modifications, enhancements or alterations to the Research Submission) and otherwise use the Research Submission for any purpose we deem necessary, including the right to develop, implement and otherwise exploit the Research Submission.
Without prejudice to the rights granted by the Submitter to us, if we exercise our unilateral right under these Terms to purchase the Submitter’s Intellectual Property Rights in a Research Submission for the pre-agreed rates stated in the Rate Card; the Intellectual Property Rights in such Research Submission shall, in accordance with the sections titled Payment and Assignment and Further Assurance set out in these Terms below, absolutely, unconditionally and fully vest in us immediately upon payment being made to the Submitter. In such event, we may in our sole discretion and on a case-by-case basis with such terms and conditions to be prescribed by us and agreed in writing, grant to the Submitter and/or a third party a licence to use and copy the Research Submission.
If you make a Research Submission on behalf of an organisation, you represent and warrant to us that the Submitter (i.e. your organisation) has agreed to these Terms, and that you have the necessary authority to agree these Terms on behalf of the Submitter.
To the extent that the Research Submission contains material that is subject to copyright of a third party, the Submitter represents and warrants to us that it has obtained all necessary licences and consents required for the use of those materials in the manner set out in these Terms (including that we use, reproduce, publish, perform or communicate such copyright works to the public) and that the Submitter has made arrangements for the payment of any royalties or other fees payable in respect of the use of such material. Any purported incorporation of terms embedded in a Research Submission document shall be considered null and void.
The Submitter hereby indemnifies us against all liabilities, claims, costs and expenses (including legal costs) arising out of or in connection with any third party claim, including in relation to any third party Moral Right or other right of integrity, that the adoption, development, implementation, exploitation or other use of the Submitter’s Research Submission by us, our affiliates or stakeholders infringes its Intellectual Property Rights. If the Submitter becomes aware of any such infringement or suspected or potential infringement, it shall notify us as soon as is reasonably practicable and in any event within three (3) days of you becoming aware of such information.
Payment and Assignment
Immediately upon upload of the Research Submission (and prior to any payment contemplated under these Terms) the rights to access and use the Research Submission are licensed to us as set out above.
Upon our review of any Research Submission, we may notify the Submitter to provide further information, data or drafts in hard copy or digital form, as supplementary documentation to support and forming part of the Research Submission.
If we wish to acquire ownership of the Intellectual Property Rights in relation to any Research Submission that carries particular interest to us and/or our affiliates, then we may exercise our unilateral right to do so as provided for in these Terms.
The price for any payment that we make to the Submitter is to be determined in accordance with the Rate Card as set out in pricing terms that we provide to the Submitter. The pricing terms shall include commercial essentials (such as timeframe to deliver, scope, rate card specifics, and pricing details) and may include any supplemental legal provisions that we require, as part of and prior to the Submitter’s acceptance of any offer made by us.
On payment to the Submitter by us:
- as part of the transfer, the Submitter shall ensure that the holder of any Moral Rights does not assert their Moral Rights and, if requested to do so by DFF, the Submitter shall ensure that the holder of such Moral Rights waives such rights and the Submitter shall procure any waivers that we request; and
- all Intellectual Property Rights in the Research Submission (including in respect of all future modifications, adjustments or changes made by the Submitter in connection with the Research Submission) are assigned to us with immediate effect.
Upon the Submitter’s acceptance of our offer made and in accordance with the assignment of Intellectual Property Rights contemplated in these Terms, the Submitter shall, promptly following our notice, at its cost and expense do any act, make any filing or registration, execute and deliver such instruments or other documents (such as deeds, assignment, transfer instruments and any other documents) as may be reasonably required under the laws of any Relevant Jurisdiction (as, in each case, we may reasonably require and in such form as we may reasonably require):
- to protect the exercise of any and all Intellectual Property Rights which are, or are intended to be, assigned and/or transferred in our favour;
- to assign and/or transfer the Intellectual Property Rights which are, or are intended to be, assigned and/or transferred in our favour as contemplated by these Terms in connection with each Research Submission and as may be created under the laws of the Relevant Jurisdiction, in order to enable us to make full and proper use of the Intellectual Property Rights (including assignment and/or transfer to or enforceability against third parties).
Without limitation to the Submitter’s other obligations in these Terms, following the delivery to the Submitter of our notice requesting the same, the Submitter shall, at its cost and expense:
- facilitate and complete the assignment of all Intellectual Property Rights in connection with each Research Submission as contemplated by these Terms, in order to ensure that the assignment requirements are fulfilled in the Relevant Jurisdiction, as are necessary for the Intellectual Property Rights in connection with each Research Submission to vest in us, and the validity and enforceability of such Intellectual Property Rights as against the Submitter or any third party; and
- facilitate the assignment of Intellectual Property Rights as contemplated in these Terms which includes properly taking any and all steps required to assign any Intellectual Property Rights, including the making or the procuring of filings, registrations, notarizations, endorsements, translations, notifications and/or acknowledgments of any document or documents which comprise part or the whole of each Research Submission, and/or any Intellectual Property Rights in connection with each Research Submission.
In relation to the Verified Contributors Program, Relevant Jurisdiction means:
- any jurisdiction in which the Submitter is incorporated or in which the Submitter resides (as applicable);
- any jurisdiction where any Intellectual Property Right is created;
- any jurisdiction where the Submitter conducts the Submitter’s business; and
- the jurisdiction whose laws govern the creation, assignment and/or transfer of any of the Intellectual Property Rights created in or by the Submitter.
If a Submitter chooses to make a Research Submission via the Portal, its participation may be subject to separate terms which the Submitter may need to enter into with the relevant public or private sector entity that is the owner or sponsor of relevance to the Research Submission.
We fully and absolutely reserve the right at any time to cancel the Submitter’s access to the Portal and/or terminate at our convenience these Terms as well as any supplemental terms or instrument contemplated under these Terms. In such event, we shall make any outstanding payments for services properly and satisfactorily carried out by the Submitter prior to the effective date of cancellation or termination, on a pro rata basis as may be described in the pricing terms contemplated under these Terms. Where we have already paid fees in advance, the Submitter shall immediately refund such fees.
When we refer to Confidential Information, we mean any information or document in whatever form or format belonging to, in the possession of, or howsoever related to us or our affiliates which has been disclosed or made available, directly or indirectly, to the Submitter, in any manner: (i) which is confidential and proprietary in nature; (ii) which has been designated as confidential by us or our affiliates; or (iii) the unauthorised disclosure of which would, or would be likely to, prejudice our or our affiliates interests, and this includes the content of the pricing terms (including rate cards) contemplated under these Terms and any other instrument contemplated under these Terms.
The Submitter undertakes, for our and our affiliates benefit, to keep all Confidential Information in strictest confidence, including not to disclose the Confidential Information to any third party, not make any copies of the Confidential Information and immediately notify us of any unauthorised use of the Confidential Information of which the Submitter becomes aware.
In making a Research Submission to us, the Submitter agrees that its Research Submission: (a) is an enquiry about its idea or proposal; and (b) does not oblige us to adopt, develop, implement or commercially exploit the Research Submission and we are not obliged to enter into negotiations with you in that regard. We will endeavour to respond to your Research Submission.
We will not have any responsibility or liability for the selection or shortlisting process for any Research Submission, or for information that the Submitter provides through the Portal or that the Submitter shares with any third party (including with the relevant public or private sector entity that is the owner or sponsor of a Verified Contributors Program). We assume no responsibility or liability for any on-boarding, selection, shortlisting or awarding processes in relation to a Research Submission.