ANNEXURE II

TERMS & CONDITIONS

BY USING WEBSITE AND ITS CONTENTS VISITOR ACCEPTS THE FOLLOWING TERMS AND CONDITION:

INTRODUCTION:

These Website Terms and Conditions of Use (the “Terms of Use” or “Website Standard Terms and Conditions”) contained herein on this webpage, shall govern your use of this website, including all pages within this website (collectively referred to herein below as this “Website”).  These Terms apply in full force and effect to your use of this Website.

By using this Website, you expressly accept all terms and conditions contained herein in full. We reserve our right, at our sole discretion, to change, modify, add or remove any of these Terms, at any time as we deem fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand and accept all terms and conditions governing use of this Website. Your continued use of this Website following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use this Website. Links to Other Sites

The information posted on this Website could include hypertext links or pointers to information created and maintained by Government/non-Government/private organizations. These links and pointers are provided solely for your information and convenience. These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under our control, and we are not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. ICAT is not responsible for the contents or reliability of linked websites and does not necessarily endorse the view expressed within them. We cannot guarantee the availability of such linked pages at all times. Accounts, Passwords and Security Certain features or services offered on or through this Website may require you to open an account through signing in process. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality of such information.

If the Portal requests you to provide personal information, you will be informed for the particular purposes for which the information is gathered and adequate security measures will be taken to protect your personal information.

We do not sell or share any personally identifiable information volunteered on the Portal site to any third party (public/private). Any information provided to this Portal will be protected from loss, misuse, unauthorized access or disclosure, alteration, or destruction. Content is protected All text, photographs, trademarks, logos, sounds, graphics, user interfaces, visual interfaces, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, coordination, selection, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to ICAT, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights laws.

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, publicly displayed, encoded, translated, uploaded, posted, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our expressed prior consent.

Privacy This Website’s “Privacy Policy” applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others and you agree to take this risk by using this Website.

DISCLAIMER

We do not promise that any of Website’s content or service of feature will be error-free or uninterrupted. We do not promise that use of this Website shall result in any benefit to you or you will achieve specific results. This Website is delivered on an as-is and as-available basis. All information provided on this Website is subject to change without any notice. We don’t promise that any data downloaded from this Website shall be free of viruses or contamination or destructive features. We deny any warranty of accuracy, non-infringement, fitness or usefulness of any feature of this Website or content available therein.

USER RESTRICTIONS:

Without and except to our prior expressed consent, you are expressly restricted from all of the following:

• publishing any Website material in any media;
• selling, sublicensing and/or otherwise commercializing any Website material
• publicly performing and/or showing any Website material;
• using this Website in any way that is, or may be, damaging to this Website
• using this Website in any way that impacts user access to this Website;
• using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity
• using this Website to engage in any advertising or marketing

Governing Law & Jurisdiction

These terms and conditions shall be governed by and construed in accordance with the Indian Laws. Any dispute arising under these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Pune (Maharashtra) (India).

OPENING AN ACCOUNT

1. Conditions

   You must have authority to bind your business. You confirm that you have authority to bind any business or entity on whose behalf you use our Services, and that business or entity accepts these terms.

2.  Creating an Account

   The Website allows Members to view and enroll in Challenges and to interact with other Members, Sponsors or ICAT through message boards, chat, email and messaging. You can view the Briefs and Challenges if you are not registered, but you cannot enroll in or participate in a Challenge without first opening an Account and becoming a Member.

   To create your Account, you can either:

    Complete the mandatory fields in the registration form (e.g., name, email and password). An Account activation link will be emailed to you; your Account is activated once you click on the link; or

    Open an Account using LinkedIn, or Google+. By using this feature, we will access, publish and retain personal data obtained from these platforms. You can delete the link between your Account and these platforms at any time. If you want to learn more, read our Privacy Notice and those of such third-party platforms.

   To open an Account, you must have read and accepted these T& Cs and our Privacy Notice.

3. Accuracy of Account Information You agree that your profile Account contains accurate and true information, and that you will update it, as needed.

4.  Password

   You are responsible for keeping your Account password confidential. You agree to inform us if there is an unauthorized use of your Account or a security breach, such as loss or theft of your login information.

Services

This Website is an online innovation platform on which Sponsors can create and post Briefs and Challenges in which Members can participate, subject to the specific conditions of each Challenge as set out in the Challenge Rules.

As a Member

you may access a personalized space on this Website that contains your profile, allows you to view the Challenges in which you have enrolled, and to communicate and exchange messages, including by email and chat, with Members, Sponsors, mentors, and ICAT

you may register for Challenges, provided you meet the conditions of the Challenge Rules

you may participate in a Challenge, individually, as a representative of a business entity, or by creating or joining a team, as specified in the Challenge Rules

you may upload Deliverables in response to a Challenge, as specified in the Challenge Rules

you may retrieve the data and Deliverables that you submitted during your participation in a specific Challenge, as specified in the Challenge Rules

you may retrieve the data and Deliverables that you submitted during your participation in a specific Challenge, as specified in the Challenge Rules.
Sponsors may offer awards for the winning Deliverables submitted by Members registered to participate in a Challenge, in accordance with the Challenge Rules.
Sponsors are solely responsible for assessing all Deliverables and independently decide, in accordance with their own criteria, on the winner(s) of a Challenge. Decisions made by Sponsors are considered final. Content posted by you on the Website
You may communicate with other Members, mentors, ICAT or Sponsors via the Website. Any information you provide on the Website, both during registration and use of the Services (such as, public message board postings, emails, chats, Deliverables, etc.) is subject to the following:
You agree that content posted by you will be accurate and will not: (i) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, or (ii) violate any law (including export control, unfair competition, anti-discrimination or false advertising).
Regarding Deliverables, you guarantee that (i) you are the owner or authorized user of the intellectual property contained in your Deliverable and that (ii) you are not required to transfer your rights over the Deliverable to a third party pursuant to an employment relationship or other contract; or that (iii) you have obtained any necessary authorizations from your employer or co-contracting party before submitting the Deliverables. At any time, you may be asked to make legally binding warranties and representations to the Sponsor in relation to a Deliverable or any specific information that you submit.
You are solely responsible for the content that you publish or upload to the Website, and for the transfer of technologies or information with which you are involved. ICAT expressly disclaims any liability or responsibility thereto.
Member Rules of Conduct on the Website There are certain rules that apply to Members. When using our Website, you agree:
 to not submit to us or other Members, mentors, the jury, or Sponsors false, misleading, malicious or fraudulent information;
 to not post content of a defamatory, injurious, obscene, pornographic, vulgar, offensive, aggressive, uncalled-for, violent, threatening, harassing, racist or xenophobic nature, or with sexual connotations, inciting violence, discrimination or hatred, encouraging illegal activities, or more generally content that is contrary to good morals or the purposes of the Website;
 to not infringe the rights and image of ICAT, such as its intellectual property rights;
 to not open more than one Account on the Website or open an Account in the name of a third party;
 to not use the Account of another Member;
 to not transfer data that contains viruses, worms, Trojan horses or any computer file or program that could interrupt, destroy or limit the functioning of any computer or network linked directly or indirectly to the Website;
 to not use any device, software or routine that could interfere with the proper working of the Website or which is intended to damage, interfere with, intercept or expropriate any system, data or personal information;
 to not to take any action (such as, spamming) that imposes an unreasonable load on our Website;
 to not violate the principle of confidentiality, which may exist within the framework of a Challenge; and
 to, more generally, not to act in a way that violates the law or breaches these T&C.
A. Member grant of license to ICAT For the purposes of our Website and to enable the Services, you grant ICAT a non-exclusive license, free of charge, worldwide, irrevocable, sub licensable license to use the any of the content and data that you submit on the Website. Specifically, you authorize us to display, distribute, publish, reproduce, represent, adapt, use and translate any content you provide, and to broadcast it via the Website and any other communication protocol, in any and all media and to share it with the public, Community and Sponsors. B. Intellectual Property Rights / Limited License This Website is controlled and operated by ICAT. Our proprietary software, and our materials on the Website, including logos, trademarks, trade names, images, text, illustrations, audio, video files and the selection, coordination and arrangement of such materials, are protected by copyrights, trademarks, service marks, or other proprietary rights which are either owned by us or owned by other parties who have licensed their intellectual property to us, and all other trademarks, service marks, and trade names used on the Website are the property of their respective owners.
Subject to being a Member, ICAT grants you a non-exclusive, revocable, personal and non- transferable license, to use the Website, for your personal and private use, on a non- commercial basis and in compliance with the purposes of the Website. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website.
You are prohibited from any other use or exploitation of the Website and Services, and their content, without the prior written permission of ICAT. Notably, you are prohibited from: reproducing, adapting, distributing, publicly representing and disseminating the Website, the Services, Briefs, Challenges and the content of the Website;
 extracting or attempting to extract (notably using data mining robots or any other similar data collection tool) a substantial part of the data of the Website;
 copying, modifying, creating a derivative work of, reverse engineering, reverse assembling or otherwise attempting to discover any source code;
 modifying or attempting to modify the Website in any manner or form, except that you have the right to modify your self-generated content on the Website;
 framing or utilizing framing techniques to enclose any trademark, logo, or other proprietary information (including Challenge descriptions, images, text, page layout, or form);
 using any meta tags or any other & quot; hidden text & quot ; with ICAT’s name or trademarks.
Any unauthorized use by you which contravenes the above terminates the license granted by us.
All new versions, updates or changes to our Website, Services or related content shall be subject to these T&C. ICAT reserves all rights not expressly granted by the present T&C.
C. Remedies
If you believe that your legitimate intellectual property rights, other than content which you may have opted to include on this Website have been violated by the introduction of certain content on the Website, you must notify ICAT and provide us with the following:
 Your contact information. If the claim is on behalf of a third party, please include proof of your right to represent the third party;
 Identification of the specific Website content that you consider is protected by intellectual property rights as well as its location on the Website (indicating the URL link);
 Accreditation of the aforementioned intellectual property rights; and reasons for the supposed violation.

ROLE OF ICAT

ICAT has no control over the behaviour of Members, Sponsors, mentors or other users of this Website. We do not control the information provided by others that is made available through the Website; other user’s information may be inaccurate.
By accepting these T&Cs, you acknowledge that ICAT does not control in any manner the nature, quality, legality or timing of Challenges. You agree that ICAT, in its capacity as an intermediary, does not provide any Challenges and is not a party to any agreement entered into by you and the Sponsor with respect to a Challenge.
ICAT has no control over, and is not responsible for the acts or omissions of Sponsors, or the quality, accuracy or legality of the Briefs or Challenges. We do not endorse any Sponsor.
In its capacity as an intermediary, ICAT cannot be held liable if a Challenge fails to occur as intended, such as because of:
 erroneous information communicated by the Sponsor in its Brief or Challenge, or by any other means, with regard to the Challenge and its terms;
 cancellation or modification of a Challenge by a Sponsor;
 non-payment of the prize or award by a Sponsor;
 the behaviour of its Members during, before or after a Challenge or at any other time.
We are not responsible for the content or use of any Deliverables, for the Member’s lack of success in a Challenge, for any damage caused to a Member by Sponsors, for any indirect damage such as financial loss, loss of business or moral damage that a Member may suffer through its use of the Website or by participating in a Challenge.
You agree to look solely to the Sponsor for any claims you may have regarding information provided by the Sponsor. If you have a dispute with another Member, you hereby release ICAT from all claims of any kind arising out of such dispute.
ICAT shall not be liable to you for any damages, claims, expenses or other costs you incur as a result of third party claims related to your use of the Services. Under no circumstances, shall ICAT be liable for any indirect damages, or for any damages. You agree that you will be responsible for, and at ICAT’s request, defend ICAT from third party claims arising out of information you provide to ICAT for publication or any breach by you of these T & C.
You agree that regardless of any statute or law to the contrary, any claim or cause of action related to your use of the Services must be filed within six (06) month after such claim or cause of action arises, or be forever barred.

NO LIABILITY:

In no event shall ICAT, nor any of its officers, directors and employees, be liable for anything arising out of or in any way connected with use of this Website, whether such liability is under contract, tort or otherwise, and ICAT, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to use of this Website/Portal.

INDEMNIFICATION:

You hereby indemnify to the fullest extent to ICAT, including its officers, directors and employees from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

NO WARRANTIES

ICAT makes no express or implied representations or warranties, of any kind related to the contents of this Website. Additionally, nothing contained on this Website shall be construed as providing consultation or advice to you. Any reliance on the same shall be at your own accord.

SEVERABILITY

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render the other Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

ASSIGNMENT

ICAT shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required.

ENTIRE TERMS

These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire set of Terms & Conditions between ICAT and you in relation to your use of this Website. And supersede all prior Terms & Conditions with respect to the same.