Open Innovation

Terms of Service

Welcome to

SolverTeam Solutions Ltd (“STS”)

Access to, and use of this website are subject to these Terms of Service (“TOS”) and the Privacy Policy. The laws of British Columbia shall govern the TOS and the relationship between you and STS whether or not you have registered for the Service. STS may modify these TOS from time to time without notice to you. You can review the most current version of the TOS at any time by returning to this page.

These TOS are separated into three sections:

  1. TOS for Seekers Seeking Solutions to Challenges;
  2. TOS for Solvers and Facilitators;
  3. TOS Applicable to All Users of STS’s Website and Services.

The section titles in these TOS are for convenience only and have no legal or contractual effect.

  1. TOS for Seekers Seeking Solutions to Challenges ("Seeker")
    1. STS’ Services to Seekers
      Providing Solutions

      When a Seeker submits a problem (a “Challenge") to STS, two teams of Solvers led by a Facilitator will endeavour to develop high quality original solutions. The Seeker will identify the award amount to be provided to the winning team, less an amount for administration of the STS service. The Seeker will choose the solution they wish to accept within 10 days of receiving the solutions from the teams. If no solution is accepted, the award amount will be divided equally between the teams, less an amount for administration of the STS service. This will be considered as partial compensation for their efforts in providing an acceptable solution (Each Solver and Facilitator team commits to do their best to develop at least one acceptable solution). If a submitted solution is not a Quality Solution, the Seeker may request a full refund.

      Seekers agree to promptly and accurately answer questions from the teams working on their challenge(s) in order to ensure the highest possible likelihood of a successful solution being generated in a timely manner.

      STS reserves the right, in its sole discretion, to not accept a challenge if the award value is so small that it would not attract Solvers with sufficient skills to devote the required time and effort to generate high quality solutions.

      Award for Solutions

      Awards will be provided in $US funds. When posting a Challenge the Seeker will provide STS with the funds for the award and STS will hold these funds pending the decision of the Seeker. Within 10 days of receiving the proposed solutions the Seeker will advise STS of the winning solution.

      Seekers may decide to select more than one proposal as being the winner. In such case the winning Teams will each receive the full amount of the previously posted award amount, and the Seeker will provide these additional award funds to STS for distribution to the second Team.

      If Seeker does not choose a winner within 10 days after receiving the solutions, the award will be divided among all the participants of both teams, and there will be no transfer of Intellectual Property.

      In the case of a disagreement between Seeker and STS regarding what is a Quality Solution, Seeker agrees to abide by STS's decision.

    2. Accurate Information

      Seekers are solely responsible for the accuracy of the information provided when registering on the STS website and when posting challenges.

    3. Confidentiality of Solutions

      STS will keep confidential submissions to Seekers of the teams’ solutions. STS will keep confidential any solution(s) which the Seeker selects as being the winning solution(s).

    4. Ownership and Transfer of Intellectual Property

      STS does not claim ownership of the descriptions of technologies and intellectual property which Seekers post on the website. However, by submitting such information Seekers are granting STS the non-exclusive, worldwide, perpetual, irrevocable, unrestricted, royalty-free right to email this information to Solvers who may be interested in working on the challenge (All Solvers will have signed a confidentiality agreement in advance of receiving this information.).

      Teams will retain ownership of the underlying intellectual property related to proposed solutions which Seekers decide are not the winners.

      STS is not involved in the actual transaction for ownership of solutions other than transfer of the Award funds to the successful Team. Intellectual property transfers are between the Seeker and Solvers and Facilitators, and therefore STS exercises no control over the quality, safety, or legality of the intellectual property offered for sale, or the ability of Solvers and Facilitators to sell the Intellectual Property underlying their proposed solution. Seekers are responsible for verifying the accuracy of such information as part of their negotiations with the sellers prior to advising STS to release the Award funds to the Team members.

      STS does not provide legal or professional advice. Seekers should consult with their own legal advisor and seek independent professional advice for assistance in the purchase of acceptable Solutions and the transfer of the related intellectual property.

    5. Publicity

      STS will not publish or provide to third parties with other details; specifically, it will not provide for free or for a fee the First and Last Name, Street Address, City, Telephone Number, or Emails of Seekers.

  2. TOS for Solvers and Facilitators
    1. Accurate Information

      If you are signing up to be a Solver or Facilitator you must provide true, accurate, current, and complete information about yourself including Your Details, Solver Skills, Specific Skills, and Problem Solving Experience. If over time the information you provided changes significantly you agree to update this information on the Solver Signup page of the STS website.

    2. Work in Teams

      Seekers seeking a solution to their problem (a “challenge”) will post requests for Solvers and Facilitators to work on their challenges, and will set the Award in $US which they are willing to pay to have the problem solved.

      STS will establish two teams composed of four Solvers and one Facilitator to work on each challenge. As a participant on a team you agree to make your best effort to contribute to the Team’s work and to develop a high quality, original solution that in the Team’s opinion solves the problem(s) contained within the Challenge.

      If you are employed your work on the Seeker’s Challenge must not be prohibited by your employer.

      STS shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your Team’s proposed solutions prior to providing them to the Seeker.

    3. Agreements

      You will need to agree to the Non-Disclosure and Confidentiality Agreements. Team members must be willing to sign formal transfer of Intellectual Property and sale of ownership agreements with the Seeker if their solution is deemed, in the sole opinion of the Seeker, to satisfactorily solve the Challenge.

    4. Award for Successful Solution

      If a Team’s proposed solution has in the sole opinion of the Seeker successfully solved the Challenge the award funds, minus an administrative fee that will be retained by STS, will be distributed equally among the members of the Team (Solvers and Facilitator). If the Seeker in its sole opinion decides that the problem has not been satisfactorily solved by either Team the award, minus an administrative fee that will be retained by STS, will be distributed equally between the two Teams.

      If the Seeker does not award your Team’s solution(s), STS is not obligated to provide your Team with reasons for this decision.

    5. Ownership of Intellectual Property

      Each team will own their proposed solution until the Seeker decides they have satisfactorily solved the Challenge, they have executed sale of ownership and transfer of Intellectual Property agreement with the Seeker, and have received the Award funds from STS.

      You agree that your Team’s proposed Solutions will not contain third-party copyrighted material or material that is subject to other third-party proprietary rights unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant the Seeker license rights for its perpetual use.

      STS does not claim ownership of the descriptions of new ideas, inventions, and intellectual property you include in your proposed solution(s). However, by submitting this information you agree to it being given to the Seeker for review and decision about whether the underlying solution(s) satisfactorily solves the Challenge.

      STS does not exercise any control over the quality, safety or legality of the intellectual property contained within your proposed solutions. The truth or accuracy of the description of the proposed solution(s) and the underlying Intellectual Property, and the ability of all members of the Team to sell the proposed solution to the Seeker is the responsibility of all members of your Team.

      STS does not provide legal or professional advice. You should consult with your own legal advisor and seek independent professional advice for assistance in the transfer of intellectual property to the Seeker.

    6. Sale of Solution Provided

      The purchase transaction for transfer of the ownership of the solution and transfer of Intellectual Property will be between the members of the Team and the Seeker.

      STS’ role will be solely to transfer the Award funds to each Team member upon advice from the Seeker and Team members that the sale of ownership of the solution and transfer of Intellectual Property agreement(s) have been executed.

  3. TOS Applicable to All Users of STS’s Website and Services
    1. Minimum Age to use STS’s Service

      You must be at least 18 years of age to be a Seeker, Solver, or Facilitator.

    2. STS's Proprietary Rights

      STS, the STS logo and other STS logos and product and service names are trademarks of SolverTeam Solutions Ltd., whether or not registered. Without STS’s prior permission, you agree not to display or use these in any manner. Except as expressly authorized in writing by STS, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the STS’s Service all aspects of Post a Challenge, Be a Solver, and its website content (“Content”), in whole or in part.

      You agree to not access STS’s Service by any means other than through the interface that STS provides for use in accessing the website.

    3. STS Privacy Policy

      Your personal information is subject to STS’ Privacy Policy. For more information see the full privacy policy.

    4. No Resale of Service

      You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of STS’s Service, use of the Service, or access to the Service.

    5. Modifications to Service

      STS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice. In the event of a modification or discontinuance of service, all information submitted by you and others may be lost. You agree to keep a permanent record of all information provided to STS, and you agree that all information submitted to STS is at your sole risk. You agree that STS has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service including without limitation messages, proposed solutions, and other communications.

      You agree that STS shall not be liable to you or to any third party related to you for any modification, suspension or discontinuance of the Service.

    6. Security

      All users of the STS website and its Services are fully responsible for all use of their account and for any actions that take place using their account. As a user it is your duty to maintain the security of your account password and identification.

    7. Use of Service and Content

      STS does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will STS be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service.

      You agree that you will not use the Service in a manner that is unlawful or misuses the proprietary information or property of others, nor will you enter communications which are threatening or defamatory or otherwise injurious to the safety, business or reputation of others. Without limiting the generality of the foregoing, you also agree not to do any of the following:

      1. Upload, post, email or otherwise transmit anything that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
      2. Impersonate any person or entity, including, but not limited to, a STS official, Solver, or Facilitator, and you will not falsely state or otherwise misrepresent your affiliation with a person or entity;
      3. Upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non disclosure agreements);
      4. Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
      5. Use, upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (Rights) of any party;
      6. Collect or store personal data about other users;
      7. Access the Service for the purpose of data mining or extracting Content from the Service beyond your personal use as a Company or Individual seeking Solutions, a Solver, or a Facilitator.
      8. Harm minors in any way;
      9. Intentionally or unintentionally violate any applicable local, state, provincial, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
      10. Stalk or otherwise harass another person; or
      11. Engage in deceptive marketing or advertising practices.

      You acknowledge that STS may pre-screen Content, and that STS has the right (but not the obligation) in its sole discretion to refuse or remove any Content from the Service without notice to you.

      You acknowledge and agree that STS may preserve Content and may also disclose Content if required to do so by law, a court of competent jurisdiction, or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with a legal process; (b) enforce the Terms of Service; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of STS, its users, and the public.

      STS has no special relationship with or fiduciary duty to you. You acknowledge that STS has no duty to take any action regarding any of the following: which users gain access to the Site; what Content users access through the Site; what effects the Content may have on users; how users may interpret or use the Content; or what actions users may take as a result of having been exposed to the Content. STS cannot guarantee the authenticity of any data or information that Users provide about themselves or their campaigns and projects. You release STS from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. STS makes no representations concerning any Content on the STS webite, and STS is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.

    8. Dealings with Third Parties

      STS cannot guarantee the identity of any other Users with whom you may interact while using the Service.

      Your correspondence or business dealings with third parties accessed through STS’s Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such parties. You agree that STS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

    9. Links

      STS may provide, or third parties may provide, links to other World Wide Web sites or resources. Because STS has no control over such sites and resources, you acknowledge and agree that STS is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that STS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party site or resource.

    10. Termination

      You agree that STS, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, your use of profane or other unacceptable language, non-payment, lack of use, or if STS believes that you have violated or acted inconsistently with the Terms of Service including the intent of such Terms of Service, or for acting in bad faith. This may be done without prior notice. Further, you agree that STS shall not be liable to you or any third-party for any termination of your access to the Service.

      If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid to STS are non-refundable. All provisions of the Terms of Use that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

      STS may in its sole discretion and at any time discontinue providing its Service, or any part thereof, with or without notice.

    11. Notices

      By using the Services, you consent to receive electronically from STS all communications including notices, agreements, legally required disclosures, or other information in connection with the STS Services.

      Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service. While STS may give you notices from time to time, it is not obligated to do so.

    12. Indemnity

      You agree to defend, indemnify and hold harmless STS, and its subsidiaries and parent company, affiliates, directors, officers, agents, third party contractors, sub-contractors, suppliers, and employees from all damages, costs, liabilities, and any claim or demand, including reasonable attorney's fees, due to or arising out of your use or misuse of, or access to, the Service and Content, harm and suffering caused by your Team’s proposed solution(s), contravention of any third party’s intellectual property rights, your violation of the Terms of Service, your violation of any rights of another person, or due to or arising from such activities carried out by a person using your STS account or password with your knowledge.

      STS reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with STS in asserting any available defenses.

      You expressly understand and agree that STS its directors, employees, agents, partners, suppliers, or content providers shall not be liable for any indirect, incidental, special, consequential, or exemplary damages under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to the Service (a) For use or the inability to use the Service; (b) For any lost revenues, profits, goodwill, use, data, any intangible losses, cost of procurement of substitute goods or services, failure to realize expected savings or other intangible savings; (c) For any bugs, viruses, Trojan horses, or the like (regardless of the source of origination); (d) Invalid destinations, transmission errors, or unauthorized access or alteration of your transmissions or data; (e) Statements or conduct of any third party using the Service; (f) Your failure to receive any third party services or products requested through the Service; (g) Any other matter relating to the Service; and (h) For any direct damages in excess of (in the aggregate) one hundred US dollars ($100.00).

    13. Disclaimer of Warranties

      No information, whether oral or written, obtained by you from STS or through or from the Service shall create any warranty not expressly stated in the TOS.

      You expressly understand and agree that:

      Your use of the Service is solely at your own risk and you will be solely responsible for any resulting damage or loss to any party.

      STS’s Service is provided "as is" and "as available " and is without warrantee of any kind, whether or not express or implied, including, but not limited to, the implied warrantees of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. STS and its directors, employees, agents, suppliers, partners, and Content providers do not warrant that: (a) The service will be secure or available at any particular time or location; (b) Any defects or errors will be corrected; (c) Any content or software available at or through the Service is free of viruses or other harmful components; or (d) The results of using the Service will meet your requirements.

      Without limiting the generality of the foregoing, STS makes no representation or warranty that (a) The service will meet your requirements; (b) The service will be uninterrupted, timely, secure, or error-free; (c) The results that may be obtained from the use of the Service will be accurate or reliable; or (d) The quality of any products, services, information, or other material purchased or obtained by you through the Service is accurate or will meet your expectations. Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

      STS does not in any way verify or certify any of the information on the STS website, or in any emails or correspondence from participants using the STS website.

      STS does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will STS be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service.

    14. Exclusions and Limitations

      Some jurisdictions do not allow the exclusion of certain warranties or conditions, or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations above may not apply to you.

    15. Laws Governing the Service

      The laws of British Columbia shall govern the TOS and the relationship between you and STS whether or not you have signed up to receive the Service. You agree to submit to the personal and exclusive jurisdiction of the courts located within British Columbia.

      The failure of STS to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

      You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.