of Use, Content Submission and Licence Agreement
20 October, 2011
Welcome to app.codigital.com,
a website for collaboration projects, based upon Codigital Limited's
Collaborative Evolution System™ ("CES" or the "System"), that
lets Users post or submit Initial Items, suggest Edits to Items (which
may have been submitted initially by, or edited by, other Users), and
vote on Items and Edits in collaboration projects posted from time to
time by project sponsors.
All words with initial
capitals are defined terms – see below.
The site found at http://app.codigital.com
(the "Site") is owned and operated exclusively by Codigital Limited,
a UK company ("Codigital", "us", or "we") registered
in England and Wales under company number 7406179 with its registered
office at 37 Warren Street, London W1T 6AD, UK. The sponsor or initiator
of each project (the "Sponsor") is identified on the Site unless
(i) Codigital is the Sponsor, or (ii) The Sponsor has chosen to keep
their identity private. Codigital and you, the user of the Site, are
sometimes referred to individually as a "Party" and collectively
as the "Parties."
By registering, or
by submitting any Content or voting on the Site, you acknowledge that
By initiating a project
the Sponsor acknowledges that it has read, understands, and agrees to
be bound by Codigital's Sponsor Agreement.
The Site's privacy
policy, which details, amongst other things, Codigital's email policy,
can be found at http://app.codigital.com/project/privacy_policy and is
hereby incorporated by reference.
We reserve the right,
at our sole discretion, to change, modify, add, or delete portions of
indicate at the top of this page the date these terms were last revised.
Your continued use of the Site after any such changes constitutes your
to use or access) or submit any Content to the Site or vote on the Site.
It is your responsibility to regularly check the Site to determine if
PLEASE READ THESE TERMS
OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR
LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AND THEY INCLUDE VARIOUS LIMITATIONS
AND EXCLUSIONS. PLEASE NOTE THAT BY AGREEING TO THE TERMS AND CONDITIONS
PROVIDED FOR HEREIN YOU MAY BE TRANSFERRING VALUABLE OR PRE-EXISTING
INTELLECTUAL PROPERTY RIGHTS TO CODIGITAL LIMITED, THE PROJECT SPONSOR
OR OTHER THIRD PARTIES FOR OUR OR ITS COMMERCIAL USE.
- Basic Description of
User Participation on the Site
The Site is developed
and operates using a variety of specific terms and phrases, which are
unique to the Site. The more commonly used terms are defined in more
To summarize generally
how the Site functions:
The Sponsor (or Codigital)
posts a CES project, with a stated objective, on the Site. Example objectives
include providing responses to a question such as "What features would
you like to see in the next product release" or an objective such
as "generate an image for a new logo for our company". The Sponsor
(or Codigital) also chooses various project settings including (i) the
output or item format for the project, such as an image or text, and
(ii) the accessibility of the project i.e. whether the project is open
to all Users or restricted to invitees only.
Users then collaborate
to generate Items that meet the objective of the project. Collaboration
takes the form of Users (i) submitting Initial Items to the Site, (ii)
suggesting edits or improvements to existing Items on the Site, (iii)
voting so as to state their preference between two Items, each of which
aims to meet the project objective, and (iv) voting so as to state their
preference between suggested edits to an Item.
Codigital's CES is
based upon a number of proprietary and confidential (patent pending)
algorithms. These algorithms (i) determine the extent that an Item can
be changed in order for the suggested change, or Edit, to meet the requirement
of being an evolutionary change or Edit, (ii) rank the Items based upon
the Users' votes, and (iii) determine which suggested edit, if any,
is accepted thereby creating a revised version of that Item.
The process of suggesting
edits to Items and then voting on which edit, if any, is accepted to
create an Evolved Item gives the potential over the course of the project
for (i) many Users to contribute to an Item in terms of creative contribution
and voting contribution, and (ii) Items to evolve as suggested edits
All Users who submit
Items or who vote on Items or Edits have their contributions to the
project calculated; this calculation provides the basis for a User ranking
that may, or may not, be visible to all participants in the project.
The purpose of each
Collaboration Project is either to place Content into the public domain
or, for sponsored projects, to make selected Content freely available
for the exclusive use of the Sponsor. The Sponsor, or Codigital, may
use any Content submitted during the project and is not restricted to
using the most highly ranked Item, the final version of an Item or only
successful Edits. Where possible, at the termination of the Project,
the Sponsor will in such case indicate which Content is to be used,
and which Content (if any) is to be released into the public domain.
Codigital or the Sponsor
may give prizes to the top contributors; the prizes on offer, if any,
may be shown on the Site but are not required to be. The nature of CES
dictates that there can be no individual winner(s), merely a highest
scoring User based upon contributions generally. Neither Codigital nor
the Sponsor has any obligation to give a prize to any contributor regardless
of whether the contribution ranking of the User qualifies for a prize.
All awards are wholly discretionary. Codigital or the Sponsor reserves
the right to make a charitable contribution in lieu of any prize.
- Commonly Used Terms and
All initial capitalized
to such terms. In addition to the terms defined elsewhere herein, the
following Terms shall have the meaning listed below:
means an item that is submitted by a User as an initial, or first generation,
item. Initial Items may then be evolved, through Edits, to create Evolved
Edit" or "Edit" means a suggested edit, or improvement,
to an Item. Edits include all suggested edits, whether successful (accepted),
or not. If an Edit is suggested to an Initial Item, and the Users vote
to accept the Edit, this creates an Evolved Item. Codigital's proprietary
algorithms limit the extent to which an Item can be changed in order
to qualify as an Edit.
means an item that has been created through a process of one or more
Edits to an Initial Item.
an Initial Item, an Evolved Item or an Edit. Projects may be configured
using words that describe the content being generated more specifically
than Item; accordingly, the word Item, as used in this document, may
be substituted for other context specific words such as statement, initiative,
includes all information that may be generally disseminated via a web
page including, without limitation, all designs, text, graphics, images,
pictures, video, animation, information, music, sound, audio, illustrations,
diagrams, data, and other files and creative output, in whatever format.
Content shall include
all Items that may be posted or submitted by Users including, but not
limited to, Initial Items, Evolved Items and Edits and the opinions
of Users expressed in the form of votes or comments.
Property Rights" means any Invention, writing, artwork or other
design or graphic, trade name, trademark, service mark or any other
material registered or otherwise protected or protectable under state,
federal, or foreign patent, trademark, copyright, or similar laws.
includes ideas, discoveries, inventions, developments and improvements,
whether or not reduced to practice and whether or not patentable or
otherwise within the definition of Intellectual Property.
means any rights to claim authorship of any Content, to object to or
prevent any modification of any Content, to withdraw from circulation
or control the publication or distribution of any Content, and any similar
right, existing under judicial or statutory law of any country in the
world, or under any treaty, regardless of whether or not such right
is called or generally referred to as a "moral right."
Project" means a project on the Site whereby Codigital or a Sponsor
enables Users to submit and edit Items intended to meet the specified
means any individual, trust or legal entity.
includes any scientific, technical, trade or business secrets of any
person or entity and any scientific, technical, trade or business materials
that a person or entity treats, or is obligated to treat, as confidential
or proprietary, including, but not limited to, Inventions belonging
to a person or entity and confidential information obtained by or given
to a person or entity about or belonging to a third party.
is anyone that is registered to participate as a user on the Site or
that participates as a guest without registration or that posts an Item
or votes on the Site.
- Other Parties Rights
You acknowledge that
by using the Site you will have access to Content provided by other
Users. Codigital does not pre-screen Content submitted by Users to the
Site. You acknowledge that Codigital and other Users and other third
parties may have rights in Content posted to the Site under copyright
and other applicable laws and treaty provisions, and that except as
otherwise transferred by mere use of the Site. You accept full responsibility
and liability for your use of any Content in violation of any such rights.
You agree that your creation or submission of any Content is not in
any way based upon any expectation of compensation from Codigital, the
Sponsor or any other Users.
- Monetary Compensation
and Payment Obligations
The Site has been created
to facilitate community-based and collaboration-based idea and Item
generation. Users should not participate on the Site for financial gain,
as any actual monetary compensation or prizes actually received by a
User in connection with the Site, may or may not bear any relation to
the actual time invested by the User on the Site, or the quality or
quantity of Items or votes submitted by the User.
foregoing, Users may be eligible for prizes, which may be in the form
of cash or products or services, based upon their contribution to the
CES project partly as calculated by Codigital's proprietary and confidential
algorithms and partly on the subjective judgment of the Sponsor.
There can be no guarantee
that you will ever receive any payments or actual compensation in connection
with participating on the Site or providing Content or posting Items
or voting. Codigital makes no representations or warranties regarding
any actual monetary compensation that may be earned in connection with
use of the Site.
Codigital has no obligation
to pay for prizes being awarded by the Sponsor unless Codigital is the
Sponsor. Codigital or the Sponsor, as the case may be and at its sole
discretion, reserves the right to modify or remove any payments or prizes
due to project contributors with or without notice either before, during
or after the completion of the project. Codigital is not required to
advertise any change in the prizes for a project.
You acknowledge and
agree that you are responsible for all taxes due on any payments made
to you in connection with your participation on the Site. Codigital
will be under no obligation to make any payments to you unless you have
properly completed the information requested by Codigital in connection
with your receipt of a prize or payment.
the right to withhold or forfeit payments due to any User who has breached
of the Site or any other Codigital web site. Submitting Content that
infringes the intellectual property rights of any third party may, at
Codigital's sole discretion, result in a forfeiture of all prizes
or amounts owed by Codigital or the Sponsor to you.
- Service Interruptions
and Site Changes
the right to interrupt the Site with or without prior notice for any
reason or no reason. You agree that Codigital will not be liable for
any interruptions of the Site, or any delays or failure to perform.
Codigital has the right at any time for any reason or no reason to change
and/or eliminate any aspect(s) of the Site as it sees fit in its sole
- Ownership of Content
Each User acknowledges
and agrees that, subject to the terms and conditions of these Site Terms
of Use, either they have no Intellectual property rights in any Item
or Content they contribute, or, if any such rights exist, any and all
applicable copyright and other Intellectual Property Rights with respect
to any Content that you create or submit using the Site, to the extent
you have such rights under applicable law, is assigned to Codigital
or the Sponsor as the case may be absolutely by your action in making
such contribution. You further agree that, at the request of the Sponsor
or Codigital, you will sign any additional documentation required by
the Sponsor or Codigital to confirm the Sponsor or Codigital's exclusive
entitlement to the Content.
It is the obligation
of each User to understand and agree that: (i) you are solely responsible
for understanding all copyright, patent, trademark, trade secret and
other intellectual property or other laws that may apply to your Content
contributions hereunder; (ii) you are solely responsible for, and Codigital
or Sponsor will have no liability in connection with, the legal consequences
of any actions or failures to act on your part while using the Site,
including without limitation any legal consequences relating to your
or any other Person's Intellectual Property Rights or Proprietary
Information; and (iii) Nothing in these terms and conditions constitutes
a legal opinion or legal advice, but is intended solely as an expression
of Codigital's intention to clarify the purpose of Users' contributions.
Codigital retains ownership
of User account registration data, regardless of any Intellectual Property
Rights in the Content. You agree that you do not own the account you
use to access the Site, nor do you own any data Codigital stores on
its servers (including without limitation any data representing or embodying
any or all of your Content). Pre existing Intellectual Property Rights
in any Content, if any, are waived by you in agreeing to these terms
and do not confer any rights of access to the Site or any rights to
data stored by or on behalf of Codigital. If you supply Content that
is the property of a third party without that third party's consent
you will indemnify us and any Sponsor to the extent either suffer damage
as a result of that action.
System™ and other Codigital graphics, logos, designs, page headers,
icons, scripts and service names are registered trademarks, trademarks
or trade dress (collectively, the "Marks") of Codigital in the UK,
U.S. and/or other countries. The Marks may not be used, including as
part of trademarks and/or as part of domain names, in connection with
any product or service in any manner that is likely to cause confusion
or association or affiliation with Codigital and may not be copied,
imitated, or used, in whole or in part, without the prior written permission
- Conduct by Users; Prohibited
You agree that you
shall not: (i) take any action or upload, post, e-mail or otherwise
transmit to or via the Site any Content that infringes or violates any
third party rights, including without limitation all Intellectual Property
Rights, or that constitutes any other Person's Proprietary Information;
(ii) impersonate any Person without their consent, including, but not
limited to, a Codigital or Sponsor employee, or falsely state or otherwise
misrepresent your affiliation with any Person (Codigital reserves the
right, at its sole discretion, to change a username in order to prevent
instances of impersonation); (iii) take any action or upload, post,
e-mail or otherwise transmit to or via the Site any Content that violates
any law or regulation; (iv) take any action or upload, post, e-mail
or otherwise transmit to or via the Site any Content, as determined
by Codigital or the Sponsor at its sole discretion, that is harmful,
threatening, abusive, harassing, defamatory, vulgar, obscene, libelous,
invasive of another's privacy, hateful, causes tort, or is racially,
ethnically or otherwise objectionable; (v) take any actions or upload,
post, e-mail or otherwise transmit to or via the Site any Content that
contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots
or other computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or expropriate
any system, data or personal information; (vi) take any action or upload,
post, email or otherwise transmit to or via the Site any Content that
would violate any right or duty 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 nondisclosure agreements); (vii) upload, post,
email or otherwise transmit to or via the Site any unsolicited or unauthorized
advertising, or promotional materials, that are in the nature of "junk
mail," "spam," "chain letters"," "pyramid
schemes," or any other form of solicitation that Codigital considers
in its sole discretion to be of such nature; (viii) interfere with or
disrupt the Site or servers or networks connected to the Site, or disobey
any requirements, procedures, policies or regulations of networks connected
to the Site; (ix) attempt to gain access to any other User's account
or password; or (x) "stalk", abuse or attempt to abuse, or
otherwise harass another User; (xi) charge any third party for use of
the Site; or (xii) modify, adapt, reverse engineer, decompile or attempt
to discover the source code of the Site or any of its algorithms. Any
violation by you of the terms of the foregoing may result in immediate
and permanent suspension or cancellation of your account and the forfeiture
of any amounts otherwise due to you from Codigital or the Sponsor and
you may be liable for damages and/or subject to injunctive relief.
- Copyright Infringement
We respect the intellectual
property rights of others so we prohibit Users from uploading, posting
or otherwise transmitting on the Site any materials that violate another
party's Intellectual Property Rights or that constitutes another Person's
Proprietary Information. Any infringing materials posted by any User
can be identified and removed pursuant to Codigital's compliance with
European Directives and the US Digital Millennium Copyright Act (the
"DMCA"). You agree to comply with such process in the event you
are involved in any claim of copyright infringement to which the DMCA
may be applicable. We rely on Users to bring such materials to our attention
and welcome all comment from you to help us prevent such violations.
- Repeat Infringer Policy
In accordance with
the DMCA and other applicable law, Codigital has adopted a policy of
terminating, in appropriate circumstances and at Codigital's sole
discretion, Users who are deemed to be repeat infringers. Codigital
may also at its sole discretion limit access to the Site and/or terminate
the accounts of any Users who infringe any Intellectual Property Rights
or who disclose Proprietary Information of others, whether or not there
is any repeat infringement or disclosure. Any amounts that are or may
become due from Codigital to any User, who has submitted Content that
infringes any Intellectual Property Rights or discloses Proprietary
Information of any other Person, is subject to forfeiture at the sole
discretion of Codigital.
Codigital is not responsible
or liable in any manner for any Content posted on the Site. Although
we provide rules for User conduct and postings, we do not control and
are not responsible for what Users post, submit, transmit or share on
the Site and are not responsible for any offensive, inappropriate, obscene,
unlawful or otherwise objectionable content you may encounter on the
Site or in connection with any Content. Codigital is not responsible
for the conduct, whether online or offline, of any User of the Site.
The voting process
inherent in the System will normally mean that inappropriate Content
is voted down and relegated from the main voting choice pages before
any complaint is made. Users should be aware that, in consequence, reviewing
the evolution tree of an Item may reveal inappropriate Content and Users
should only do so at their own risk. However we do take our obligation
to remove any inappropriate Content seriously and will do so as swiftly
as circumstances permit once drawn to our attention and the claim established.
the right to remove any Item, or block access to any User that submits
Content, that Codigital, in its sole opinion, deems to be inappropriate.
- Disputes Between Users
As a condition of access
to the Site, you release Codigital and the Sponsor (and their shareholders,
affiliates, directors, officers, subsidiaries, employees, and agents)
from all claims, demands and damages (actual and consequential) of every
kind and nature, known and unknown, suspected and unsuspected, disclosed
and undisclosed, arising out of or in any way connected with any dispute
you have or claim to have with one or more Users of the Site; including,
without limitation, any claim that another User infringes upon your
Intellectual Property Rights in any Content that you may provide. You
further understand and agree that: (a) Codigital will have the right
but not the obligation to resolve disputes between Users relating to
the Site, and Codigital's resolution of any particular dispute does
not create an obligation to resolve any other dispute; (b) to the extent
Codigital elects to resolve such disputes, it will do so in good faith
based solely on the general rules and standards of the Site and will
not make judgments regarding legal issues or claims; (c) Codigital's
resolution of such disputes will be final with respect to the Site and
allocation of any payments due to Users related to the foregoing, but
will have no bearing on any real-world legal disputes in which Users
of the Site may become involved; and (d) you hereby release Codigital
(and Codigital's shareholders, affiliates, directors, officers, subsidiaries,
employees, and agents) from all claims, demands and damages (actual
and consequential) of every kind and nature, known and unknown, suspected
and unsuspected, disclosed and undisclosed, arising out of or in any
way connected with Codigital's resolution of disputes relating to
- All Data on
Codigital's Servers is subject to Deletion, Alteration or Transfer
When using the Site,
you may accumulate in your account Content, images, text, votes, proposed
edits, contribution levels and rankings, or other Items that reside
as data on Codigital's servers. THIS DATA, AND ANY OTHER DATA, ACCOUNT
HISTORY AND ACCOUNT NAMES RESIDING ON CODIGITAL'S SERVERS, MAY BE
DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN
CODIGITAL'S SOLE DISCRETION.
CODIGITAL DOES NOT
PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE,
ATTRIBUTED TO ANY DATA RESIDING ON CODIGITAL'S SERVERS.
YOU UNDERSTAND AND
AGREE THAT CODIGITAL HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE
ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME
FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITHOUT ANY
LIABILITY OF ANY KIND.
You understand that
Codigital uses third party vendors and hosting partners to provide the
necessary hardware, software, networking, storage, and related technology
required to run the Service.
- All Services are Provided
"as is" Without Express or Implied Warranties
THE SITE, YOUR ACCOUNT AND ALL RELATED SERVICES STRICTLY ON AN "AS
IS" BASIS, PROVIDED AND ACCEPTED AT YOUR OWN RISK, AND HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
Without limiting the
foregoing, Codigital does not ensure continuous, error-free, secure
or virus-free operation of the Site or your account, and you understand
that you shall not be entitled to make any claim based on Codigital's
failure to provide any of the foregoing other than as explicitly provided
of implied warranties, and to that extent, the foregoing disclaimer
may not apply to you.
- Codigital's liability,
and the Sponsor's liability, to you is expressly limited, to the extent
allowable under applicable law
IN NO EVENT SHALL CODIGITAL
OR THE PROJECT SPONSOR OR ANY OF THEIR SHAREHOLDERS, AFFILIATES, DIRECTORS,
OFFICERS, SUBSIDIARIES, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR TO
ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE
OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST
PROFITS OR GOODWILL, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY
OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING WITHOUT
LIMITATION ITS MODIFICATION OR TERMINATION), YOUR ACCOUNT (INCLUDING
WITHOUT LIMITATION ITS TERMINATION OR SUSPENSION) OR THESE SITE TERMS
OF USE, WHETHER OR NOT CODIGITAL MAY HAVE BEEN ADVISED THAT ANY SUCH
DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL CODIGITAL'S CUMULATIVE
LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED ONE
HUNDRED POUNDS (GB £100.00).
do not allow the foregoing limitations of liability, so to the extent
that any such limitation is impermissible, such limitation may not apply
to you in full but only to the extent permitted by such jurisdictions.
You agree that Codigital cannot be held responsible or liable for anything
that occurs or results from accessing, registering or participating
on the Site.
You hereby agree to
defend, indemnify and hold harmless Codigital and the Sponsor and their
shareholders, affiliates, directors, officers, subsidiaries, employees,
agents, suppliers, licensees, distributors, and other Users of the Site,
from all damages, liabilities, claims and expenses, including without
limitation attorneys' fees and costs, arising from any breach of these
defend, indemnify and hold harmless the Sponsor and Codigital, its shareholders,
affiliates, directors, officers, subsidiaries, employees, agents, suppliers,
licensees, and distributors from all damages, liabilities, claims and
expenses, including without limitation attorneys' fees and costs, arising
from any claims by third parties that your activity on the Site or Content
infringes upon, violates or misappropriates any of their Intellectual
Property Rights or discloses their Proprietary Information.
- General Provisions
This agreement shall
be governed by and be construed in accordance with the laws of England
and Wales without application of choice-of-law provisions that would
require application of the laws of another jurisdiction. Codigital and
you hereby irrevocably submit to the exclusive jurisdiction of the English
or its enforcement. The parties also hereby waive any challenge to venue
they may have to a lawsuit filed outside the English courts regarding
to act with respect to a breach by you or others does not waive Codigital's
right to act with respect to that breach or subsequent or similar breaches.
No consent or waiver
unless delivered in a writing signed by a duly appointed officer of
All or any of Codigital's
to a subsequent owner or operator of the Site in a merger, acquisition
or sale of all or substantially all of Codigital's assets.
You may not assign
without the prior written consent of Codigital.
on the part of Codigital shall be considered a breach of these Site
be due to causes beyond the reasonable control of Codigital.
These Site Terms of
Use and any documents incorporated by reference set forth the entire
understanding and agreement between you and Codigital with respect to
the subject matter hereof.
The section headings
used herein, including descriptive headings, are for convenience only
If any provision of
to be unlawful, void, or for any reason unenforceable, then in such
jurisdiction that provision shall be deemed severable from these terms
and shall not affect the validity and enforceability of the remaining
- Questions or Concerns
If you have any questions
notify us by email to email@example.com. Please include in your email
the specific details of your concern and the name of the website and
project concerned. We will make every effort to resolve your concerns.
Codigital may give
notice to you by means of a general notice on the Site, by electronic
mail to your email address in our records for your account, or by written
communication sent by first class post to your address on record for
your account (if applicable).
Any notices or other
communication required or permitted to be made or given by either Party
will be deemed to have been duly given when delivered if delivered personally
or by electronic means or next working day if sent by first class post
to the address specified herein or such other address we may specify
in writing or through the Site.
All notices given by
at our registered office:
37 Warren Street
London W1T 6AD