These Terms and Conditions apply to your use of the Open Innovation Platform and in particular to your submission of ideas, innovations, problems, business proposals, requests, cooperation or the like, and information and materials (collectively your "Proposal") through the Open Innovation Platform on "https://nomadfoodsopeninnovationportal.innoget.com", any Open Innovation Challenge or and any other websites powered by Innoget ("Open Innovation") to Nomad Foods Europe Limited and its affiliates and subsidiaries (collectively "Nomad").
For the avoidance of doubt, in case of contradiction between the provisions of Innoget‘s terms of services for www.innoget.com and these Terms and Conditions, the latter shall prevail.
Unless the context requires otherwise, terms not defined in this Agreement shall have the same meaning as when used in the context of Open Innovation.
1. EVALUATION PROCESS
If you wish to submit your Proposal to Nomad through Open Innovation, please register with Innoget, complete the submission form and submit your Proposal according to the Nomad Open Innovation Challenge Official Rules. If you submit a Proposal but Nomad cannot offer a suitable business opportunity at that point in time, Nomad may allocate your Proposal to Nomad‘s global pool of ideas database. In any event, these Terms and Conditions will govern the treatment of your Proposal information.
Nomad is not obliged to retain or review your idea and Nomad reserves the right to block or delete any information and materials that it determines to infringe applicable law or third-party rights at its sole discretion and without further notice to you.
2. SUBMISSION INFORMATION
Your Proposal is considered non-confidential and non-proprietary and Nomad does not want to receive any confidential or proprietary information or materials through Open Innovation. By submitting your Proposal to Nomad for review, you understand and agree that Nomad will not treat the Proposal as confidential or proprietary and thus Nomad will not be restricted from, or liable in any way for, using the Proposal.
By submitting information to Nomad, you agree and recognise that Nomad has from provided a brief or any other such request or basis for a Proposal (a "Brief").
By submitting information to Nomad, YOU AGREE and WARRANT that:
- You have the right to disclose this information to Nomad, and Nomad may use this information for any purpose it deems appropriate
- At a later stage, Nomad may, in its sole discretion, request confidential or proprietary information from you and will make the appropriate arrangements at that time (e.g. through a Confidentiality Agreement)
- Nomad is not obligated to implement, practice, license, purchase or provide any solutions, recommendations, inventions, intellectual property rights, products, concepts, systems, techniques or services, or to enter into any relationship or agreement with any party responding to a Brief (a "Respondent"). The submission of information to Nomad does not create a relationship of agency, partnership, joint venture, or license between the Nomad and any Respondent. Respondent acknowledges that Nomad may currently or in the future be developing, acquiring or licensing information inventions, intellectual property, products, concepts, systems, techniques or services similar to those being requested in a Brief. Accordingly, nothing in a Brief will be construed as a representation or agreement that Nomad will refrain from developing or authorizing anyone else to develop any products, concepts, systems or techniques that are similar to those contemplated in a Brief.
- Nomad cannot warrant that the www.innoget.com website or any other website powered by Innoget or INNOVAWIN 2.006, S.L. on its behalf (the Website) is going to work constantly, reliably and permanently, without delays or interruptions the proper functioning of communications, any damage or detriment resulting from the use of and/or access and/or connection to the the Website including in relation to its security measures and/or any other matter, issue or liabilities relating to the Website, its use, or connection thereto, and accepts no liability in relation to the same.
3. IP RIGHTS AND CONFIDENTIALITY
Do not submit to Nomad anything you consider as confidential or proprietary. If you feel you cannot submit your Proposal without disclosing any confidential information, please contact Nomad or Innoget separately at the following contact:
Nomad will then contact you and, if considered necessary and at Nomad‘s sole discretion, put a confidentiality agreement in place to make sure our mutual interests are well protected.
By submitting information to Nomad, you agree and recognise that any ideas, problems, business proposals, information, suggestions and/or materials within a Brief (the "Background Information") will be the intellectual, trade or industrial property, and confidential information, of Nomad. Nomad reserves its rights to the Background Information, including with respect to its use in a Proposal and in any other way used or developed by you, and in any event you shall keep the Background Information strictly confidential except as permitted by these Terms and Conditions for the purpose of a Proposal.
4. RIGHT TO USE
Your Proposal submitted to Nomad through Open Innovation will be received by Nomad on a non-confidential basis. You agree to grant Nomad the irrevocable and unlimited right to use your Proposal and the information and materials comprised therein free of charge as Nomad sees fit and to share it within Nomad and with third parties.
For this reason we ask you not to send to Nomad any information or materials that you do not wish to assign to Nomad including without limitation any confidential information and any original creative material.
5. WARRANTY AND INDEMNIFICATION
You warrant that you have the right to disclose the Proposal information and any idea, innovation, information and material contained in your Proposal to Nomad, that such disclosure does not breach any contract or obligation between you and a third party and that, to the best of your knowledge, possession or use of the Idea by Nomad does not misappropriate or infringe any IP Rights of others.
You indemnify Nomad for any damages in connection with any claim resulting from Nomad‘s possession or use of the Proposal or any idea, invention, information or materials contained in your Proposal.
6. COMPLIANCE AND SYSTEM INTEGRITY
You are responsible for any communication you submit through the Open Innovation, including without limitation its truthfulness and accuracy. You are solely responsible for compliance with all applicable laws and regulations regarding your use of Open Innovation including without limitation all applicable import/export regulations.
You will not use any device, software or routine to interfere with the proper working of Open Innovation or which is intended to damage, interfere with or surreptitiously intercept or expropriate any system, data or personal information. You will not take any actions which may undermine the integrity of Open Innovation.
Your application by electronic means is submitted at your own responsibility and risk. In particular Nomad shall not be liable for loss of data and illegal intrusion into the respective systems by third parties.
7. APPLICABLE LAW
These Terms and Conditions of Nomad and thus your use of, and participation in the Nomad Open Innovation Challenge shall be governed by and construed in accordance with the laws of England and is subject to the exclusive jurisdiction of the Courts and Tribunals of England.