Matchi Innovator Terms and Conditions
1.1. Except as otherwise agreed in writing, these Terms and Conditions, including the supporting Policies, shall govern the relationship between the Parties.
2.1 “Agreement” means the agreement between the Parties, consisting of these Terms and Conditions;
2.2 “Buyer” means an authorized buyer member in good standing, who has subscribed on the Website, and who is interested in acquiring ownership of or a license in relation to Innovations.
2.3 “Commission” means the payment required to be made, in terms of clause 6 and the Innovation Payment Policy, by the Innovator to Matchi, in the event of any agreement being entered into between the Innovator and a Sponsor or Buyer, relating to the Innovation. The Sponsor or Buyer shall be requested to withhold the Commission and pay it directly to Matchi.
2.4 “Competition” means any competition managed by Matchi, from time to time, in accordance with the rules thereof and the Competition Policy.
2.5 “General Terms and Conditions” means the Matchi General Terms and Conditions.
2.6 “Innovator” means an authorised innovator member in good standing, who has subscribed to the Website, and who has created and developed or has an interest in, a concept or Innovation, which it wishes to or has submitted to the Website, for possible publication on the Website.
2.7 “Innovation” means a developed inventive or innovative concept or product, which may range in maturity up to a fully developed concept or innovation, which is already a mature or viable prototype, pilot project,proof of concept or product, and includes the Innovation Details.
2.8 “Innovation Details” means the complete description of the Innovation and how it works including all data, details, information, diagrams, videos and supporting documents.
2.9 “Innovation Lifecycle” means the progression and lifecycle of an Innovation on the Website.
2.10 “Intellectual Property” means and includes patents, inventions, registered designs, copyright, trade marks, know how, trade dress, confidential information and other related intellectual property.
2.11 “Member” means and includes subscribed and authorized members of the Website including Innovators, Buyers and Sponsors, as set out in Matchi’s Membership Policy from time to time.
2.12 “Matchi” means Matchi Holdings Limited, which is incorporated in Hong Kong of 12 Floor Ruttonjee House, 11 Duddell Sreet, Central Hong Kong, (Registration No.:1920601).
2.13 “Membership Policy” means the Policy regulating the Buyer’s membership of the Website.
2.14 “Parties” means Innovator and Matchi, and “Party” will mean either of them.
2.16 “Problem Statement” means a statement setting out the problem, challenge or difficulty the Innovation seeks to address.
2.17 “Sponsor” means an authorised sponsor member in good standing, who has subscribed on the Website, entered into an agreement with Matchi and has been granted exclusive sponsor status for an identified Territory by Matchi.
2.18 “Submission Fee” means the payment to be made by the Innovator to Matchi, on submission of the Innovation to the Website, in terms of clause 6 and in accordance with the Innovation Payment Policy.
2.19 ”Terms and Conditions” means these terms and conditions as well as the General Terms and Conditions and the Policies.
2.20 “Website” means the Matchi website which attracts and receives Innovations from Innovators and Vendors, manages the Innovation Life Cycle and generally deals with the Matchi System of facilitating, introducing and matching Innovations and Innovators with Sponsors and Buyers.
2.21 “Website General Terms and Conditions” means the general terms and conditions regulating use of the Website.
3.1 The membership duration for an Innovator is unlimited, subject to these standard Terms and Conditions and the Membership Policy.
3.2 Either Party shall be entitled to terminate this Agreement by way of written notice to the other Party.
4 INNOVATOR’S RIGHTS AND OBLIGATIONS
4.1. The Innovator shall be bound by these standard terms and conditions in all transactions relating to the submission of concepts and Innovations and dealings therein.
4.2. The entry cost to be an Innovator is free. The Innovator is entitled to submit an unlimited number of Innovations.
4.3. The Innovator shall submit his or her full details, on to the Website in accordance with the Membership Policy as it exists from time to time.
4.4. The Innovator shall make all its submissions to the Website including full details, all data, drawings, images and the like of the concept or Innovation in accordance with Matchi’s Innovation Submission Policy, as it exists from time to time.
4.5. On submitting the Innovation, the Innovator shall in his opinion, specify, as far as reasonably possible the level of maturity or development of the Innovation, in accordance with the Submission Policy.
4.6. The Innovator is not entitled to view the innovations of other Innovators or be a Buyer member.
4.7. Upon and by submitting the Innovation to the Website, the Innovator hereby agrees in good faith to enter into discussions to assign or licence, the Innovation on reasonable market related terms, to an interested Sponsor or Buyer, in the event that a Sponsor or Buyer wishes to acquire the Innovation or to obtain a license for the use of the Innovation.
4.8. The Innovator shall abide by and comply with the Matchi Code of Ethics Policy, as it is exists from time to time.
4.9. An Innovator is entitled to an unlimited number of editing sessions during which the innovation can be amended and re-entered. From the time of commencement of the editing, an Innovator may receive an occasional email reminder that there is still editing work in progress. There is no maximum time out for completion of the entry of an Innovation. The work may be saved by the Innovator at the end of every editing session. When the Innovation entry is completed it will be submitted for review. Once submitted, the Innovation cannot be edited further. It shall then be dealt with in accordance with the Innovation Submission Policy and review process, as prescribed by Matchi from time to time.
4.10. Upon completion of the review process, in the event that the Innovation is accepted, the Innovation shall firstly, be shown to Sponsors for a 30 (thirty) day period. During this period the Innovation will not be viewable by Buyers. In the event that a Sponsor is interested in the Innovation, it may exclusively lock the Innovation for further viewing for a further 60 (sixty) day period so as to enable the Sponsor to negotiate directly with the Innovator to possibly enter into an agreement with the Innovator. If no agreement is entered into between the Innovator and a Sponsor, The Innovation shall thereafter, be made available to be viewed by Buyers.
4.11. In the event that a Sponsor or Buyer is interested in acquiring ownership or a license for the Innovation, they may contact the Innovator initially via the Website, for preliminary discussions. The Sponsor or Buyer may subsequently, at their option, choose to communicate directly with the Innovator outside the Matchi Website.
5 MATCHI’S RIGHTS AND OBLIGATIONS
5.1 Matchi shall on receipt of the Innovator’s details on the Website, as required, review this in accordance with the Membership Policy and either accept or decline the Innovator as a Member. Matchi reserves the right, at any stage, to terminate the Innovator’s membership, in its sole discretion.
5.2 On receipt of the submission on the Website, Matchi shall do a preliminary review of the details and data received and of the Innovation, for compliance and merit purposes, in accordance with the Membership Policy and the Innovation Submission Policy.
5.3 If the Innovation is preliminarily accepted by Matchi, it will be placed on the Website and made available for perusal by Sponsors and possibly thereafter by Buyers.
5.4 Matchi reserves the right to decline any submission, idea, concept or detail submitted by the Innovator.
5.5 Matchi shall not be obliged to place any submission or Innovation on the Website and shall not be liable in any manner whatsoever for a failure to do so. Matchi reserves the right to, at any stage, attend to a fuller review of the Innovation and, in it’s sole discretion, to decline the submission and Innovation and remove it from the Website. Matchi shall not be obliged to provide any reasons for any decision.
5.6 Matchi shall abide by its Privacy and Confidentiality Policy, as reflected on the Website from time to time.
5.7 The primary purpose of the Website and of Matchi in relation to the Website is to facilitate the submission of Innovations, to publish Innovations on the Website, and to essentially match up Innovations and Innovators with Sponsors and Buyers. Despite this, Matchi shall not be obliged to facilitate transactions between the Innovator and Sponsors or Buyers. Matchi makes no warranties or representations, express or implied, regarding Buyers or Sponsors. The Innovator shall be responsible for obtaining independent professional advice regarding Buyers and Sponsors and transactions with them.
5.8 Matchi shall not incur any liability of whatever nature arising, in any way from any injury, loss or damage to any person, including the Innovator, as a result of any submissions to the Website or dealings therein.
5.9 Matchi does not act as the agent of Buyers or Sponsors. Furthermore, nothing herein contained shall constitute either Party to be the partner, representative, agent, joint-venturer or employee of the other Party.
6.1 The Innovator shall make payment to Matchi in accordance with the Innovation Payment Policy in existence from time to time. This may include:
6.1.1 Payment of a Submission Fee by the Innovator to Matchi on submission of the Innovation to the Website; or
6.1.2 Payment of a Commission by the Innovator to Matchi, in the event that any assignment, license, employment, joint venture or other agreement is entered into. The Sponsor or Buyer will however be requested to withhold any such Commission and pay it directly to Matchi, and the Innovator hereby agrees that such Commission will be withheld by the Sponsor or Buyer, as the case may be, and that the Commission shall be paid over by them to Matchi.
6.2 The Commission of 5% (five percent) for any acquisition, assignment or any other agreement or transaction between the Buyer and the Innovator shall be calculated on the full amount payable by the Buyer to the Innovator.
6.3 In respect of a license on usual market related terms, the 5% (five percent) Commission will be calculated on the total of any upfront fee, plus the total of all payments to be made during the first 36 (thirty six) months of the Parties entering into any such agreement.
6.4 In the event that the Innovator is employed by the Buyer or Sponsor, then the Buyer or Sponsor, failing which the Innovator, shall pay to Matchi a 20% (twenty percent) Commission on the gross remuneration package of the Innovator for the first year, in accordance with best practice placement terms and conditions.
6.5 An Innovator may also receive remuneration or prizes during a Competition, which will be dealt with in accordance with the rules of the relevant competition and the Competition Policy.
7 INTELLECTUAL PROPERTY
7.1 Matchi shall at all times retain full ownership and all rights in respect of all Intellectual Property it owns and which relate to the Website and the Matchi business and system.
7.2 The Innovator shall at all times retain full ownership and all rights in relation to his or her intellectual property which may be enjoyed, in respect of all submissions to the Website including the Innovation.
7.3 Rights granted in terms of these Terms and Conditions are simply to view and consider on Innovation in detail, for a period of time. No license to use or assignment of any Intellectual Property or Innovation is granted or shall occur, unless the Innovator and the Sponsor or Buyer enter into an agreement directly.
7.4. The Innovator grants to Matchi the rights to use the Innovator’s name, trade marks, logo, biographical information, pictures, images and likeness in any part of the Website (including public and secure areas) and in marketing and promotional correspondence and materials.
8.1 The Innovator warrants and undertakes that:
8.1.1 all Innovations submitted by the Innovator do not infringe the rights of any third parties, including, without limitation, Intellectual Property rights;
8.1.2 the Innovator possesses all rights, consents and permissions to submit Innovations to the Website;
8.1.3 the Innovator owns all rights in Innovations submitted by the Innovator on the Website;
8.1.4 to the extent that any third parties co-own any rights in an Innovation submitted by the Innovator, the Innovator shall take all steps to ensure that it has the rights to submit such Innovation on the Website for all purposes related to the Website; and
8.1.4 Innovations submitted by the Innovator do not contain any obscene, defamatory or unlawful contents or material or anything which may reasonably be considered to be offensive, anti-social, inflammatory or objectionable, and is not otherwise illegal or unlawful.
8.2 The Innovator indemnifies and holds Matchi harmless against all liability, claims, costs, expenses and penalties suffered or incurred by Matchi arising from any breach by the Innovator of the warranties set out in clause 8.1.
8.3 Matchi makes no representations whatsoever and gives no guarantee whatsoever in relation to any submission or Innovation submitted or placed on the Matchi Website. All representations, conditions and warranties whatsoever, whether implied or otherwise, are hereby expressly excluded.
8.4 Matchi also does not warrant that the Innovator’s participation on the Website or the submission of any Innovation shall attract any Sponsors or Buyers for Innovations or that the Innovator will enter into any transactions with Buyers or Sponsors or generate any profit from participation in the Website or the submission of any Innovations. Matchi expressly disclaims and excludes all implied or other warranties relating to the submission of Innovations and the Innovator’s participation on the Website. Matchi shall have no liability whatsoever to the Innovator in the event that the Innovator’s submission of an Innovation is not successful or does not lead to any transactions with Buyers or Sponsors.
8.5 The entire risk as to the performance, competence, viability, merchantability or any aspect of Innovations is assumed by the Innovator.
8.6 Except as expressly set out in these Terms and Conditions, Matchi makes no other representations, extends no warranties, express or implied, and assumes no liabilities or responsibilities with respect to any aspect or facility provided by or relating to the Website.
8.7 Matchi also does not in any way defend, indemnify and in any way hold the Innovator harmless from and against any and all claims, liabilities, damages, penalties or the like arising out of or relating to the Innovator’s submission of the Innovation to the Website. All Matchi’s express or implied obligations, are expressly denied.
9 INDEMNITY AND DISCLAIMER OF LIABILITY
9.1 Without derogating from the generality of any of the provisions hereof, Matchi shall not at any time be liable for any claims of whatsoever nature and howsoever arising for direct or consequential loss or damage which may have been sustained by the Innovator in connection with submissions made to the Website and the Innovator hereby indemnifies Matchi against all such claims.
10.1 No indulgence which Matchi may grant to the Innovator shall in any way be deemed to affect, prejudice or derogate from the rights of Matchi, nor shall such indulgence constitute a waiver or novation of any of the rights of Matchi, who shall not thereby be precluded from exercising any rights against the Innovator, which may have risen in the past or which may arise in the future.
11 WHOLE AGREEMENT AND UPDATES
11.1 The Member Terms and Conditions, together with the Website General Use Terms and Conditions and Policies, constitute the entire agreement between the Parties who acknowledge that there are no other oral or written understandings or agreements between them.
11.2. Matchi reserves the right to modify, supplement, update or replace the provisions of this Agreement, which shall be effective upon posting the updated draft at www.matchi.biz or notifying Innovator in writing. In the event of any such change to the Agreement, which Innovator does not agree with, Innovator may terminate this Agreement on notice to Matchi, at any time. All the obligations of the Parties incurred during the term of the Agreement, such as payment, intellectual property and the confidentiality provisions shall remain in binding , provided that the Innovator shall have no claim against Matchi on account of or relating to termination of this Agreement.
12 APPLICABLE LAW
12.1. All transactions and dealings shall be governed in all respects, by, and shall be construed and interpreted according to the laws of Hong Kong.
13.1. If any dispute arises out of or in connection with this Agreement, including any question regarding its existence, enforceability, validity, interpretation or termination, the Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto gives a notice thereof to the other Party in writing, provided that the parties have attempted to resolve the dispute for a period of at least 30 (thirty) days.
13.2. If an attempt to resolve a dispute has failed, the dispute shall be referred to and finally resolved by arbitration under the rules of the Hong Kong International Arbitration Centre, which rules are deemed to be incorporated by reference into this clause.
13.3. The arbitral tribunal shall consist of one arbitrator who shall either be a solicitor or barrister admitted to practice in Hong Kong for at least 10 years (the “Arbitrator”). The parties to the Dispute shall attempt to agree the Arbitrator within 20 (twenty) days of the commencement of the arbitration failing which the Hong Kong International Arbitration Centre shall appoint the Arbitrator. The seat, or legal place, and the place in which proceedings will be held, shall be Hong Kong. The language of the arbitration shall be English. The costs of the arbitrator shall be borne equally between the Parties or as the arbitrator otherwise directs
13.4. Nothing in this clause 13 shall prevent either Party from having recourse to a court of competent jurisdiction for the sole purpose of seeking a preliminary injunction or such other provisional relief as it considers necessary to avoid irrepairrable damage. In calculating the limitation period for any claim that is ultimately referred to arbitration, the period between the date of the service of notice of the dispute and the date on which the Parties are free to refer the claim to arbitration shall be excluded.
14.1 The Innovator chooses its domicilium address details as those which have been submitted to the Website or as otherwise notified to Matchi in writing from time to time.
14.2 The domicilium address details of Matchi are as follows:
- Physical and Postal Address: 12th Floor, Ruttonjee House, 11 Duddell Street, Central, Hong Kong
- Telephone No.: +852 2293 2406
- Facsimile No.: +852 2810 4525
14.3. Notification shall be in writing by email provided that there is no indication to the sender that the notice was not received by the recipient.
15.2 Membership Policy
15.3 Payment Policy
15.4 Code of Ethics