1. Application terms and conditions
2. Temporary Priveleges
3. Granted Membership
4. Proposal
5. Acceptance
6. Others
7. Agree & Join.

Application : You complete and submit an application for membership in the Philoptima faculty and we grant you a temporary non-exclusive license to access and use the platform.

• Agreement Terms and Conditions :

  After accepting this Agreement, you will be taken to an application form as a first step in joining the Philoptima Faculty (“Faculty” refers to all researcher-members collectively with each researcher holding faculty membership in one or more disciplines or sub-disciplines). By submitting your online application, you agree to the terms and conditions of this Agreement and of the Process we describe.
  Philoptima management reserves the right to reject your application for any reason in our sole discretion and to assign, limit, or expand the discipline(s) to which you have been assigned in the Process. Philoptima limits the size of the faculty in order to reach or maintain a balance between the type, number, and size of design or implementation prizes and the likelihood of any given faculty member posting a winning response while providing the prize maker with the advantages of mass collaboration and competition.
  You may not assign or transfer your faculty membership or any part of it to any other person or company. In some instances, you may be asked by Philoptima to agree to some different terms specifically requested by an individual prize maker for a specific prize. You must agree to all of these and the rest.

Temporary Privileges: Your online application is received and examined by Philoptima during which time you are in a probationary window and may use the Process to examine prize abstracts and open one or more work folders.

• Temporary Privileges :

  After we receive your online application, you will be granted temporary privileges to access the abstract of any posted prize in your discipline(s) and to open a password protected account and work folder on our website. You may use your work folder to begin drafting elements of a proposal in response to posted prizes.
  This website contains a proposal submission form to help guide you as you develop your proposal. Philoptima will grant you a temporary non-exclusive license during this probationary period to access and use the Process subject to this Agreement and the other terms and conditions making up the Process. Philoptima will review your application and, in our sole discretion, accept or reject your application for membership in the Faculty.

Granting Faculty Membership : In this section, you are granted faculty membership and the process for protecting and selling your intellectual property is specified regarding Prize submissions and consulting engagements.

• Membership :

  By applying for and accepting membership in the Philoptima Faculty, you agree to jointly grant Philoptima and any particular prize maker to whom you are submitting solution proposals, an exclusive option (the “Option”) for one-hundred-eighty (180) days following the expiration of the prize deadline to acquire exclusive ownership of the proposal that you submit by paying you an award (the “Award”) which shall be the amount equal to the posted prize less Philoptima fees and charges in U.S. currency. You agree that each and every proposal (the “Proposal”) which you submit to Philoptima and the prize maker(s) in response to a posted prize includes all intellectual property related to the development of your Proposal including but not limited to any work, drafts, ideas, inventions, experiments, discoveries, processes and improvements, computer programs, specifications, operating instructions, notes, and all other documentation (whether or not patentable, published, or recorded) which is created, conceived, or first reduced to practice by you, acting alone or with others, in connection with the development of your Proposal. At the option of Philoptima and/or the prize maker, you may be asked to produce all such material related to the development of your Proposal in the event your Proposal is selected a prize-winning proposal by a prize maker. As a consulting, research, or expert member of the Faculty, you agree that the contracting entity engaging you as a consultant will own the rights to the work that you submit as part of their engagement unless a different agreement is entered in writing.

Proposal : You propose solution(s) to design or implementation prizes available at "Open Prizes" section.

• Proposals :

  Only Philoptima Faculty members can submit Proposals in response to Prizes posted on this website. At a minimum, you understand that a submitted Proposal will include a completed Proposal Submission Form. You may attach additional material in PDF form. To qualify for review by Philoptima, your Proposal must be submitted on or before the Deadline associated with each posted prize. Philoptima is under no obligation to forward your Proposal to the prize maker. We will make reasonable efforts to transmit what we consider to be relevant Proposals to prize makers, however, nothing in this Agreement or this Process will be construed to require us to transmit every Proposal or any or all of related material to a prize maker. We may, but are not required to, edit, filter, or review your submission as part of the Philoptima Process.
  By submitting a Proposal to Philoptima, you are agreeing to provide reasonable assistance to us to facilitate our understanding of your Proposal and to provide additional information concerning your Proposal to Philoptima at our request. By joining the Philoptima Faculty and granting us the Option on your Proposal, you agree that our exclusive rights mean that you will not use the Proposal or disclose the Proposal to or grant or assign or transfer any rights to a third party to use the Proposal for any purpose including the application for patents or for similar intellectual property rights. You expressly agree that any agreements you have made or make with third parties that use or rely on the contents of your Proposal to us are null and unenforceable as to Philoptima and/or the prize maker and may be enforced by us as to third parties. You understand and agree that you are prohibited from using the Proposal or disclosing to or granting or assigning or transferring any rights to third parties to use the Proposal including for the application for patents or similar intellectual property rights.

Acceptance : If your proposal is accepted by the prize maker, you assign all rights to your proposal to Philoptima on behalf of the prize maker and you are paid the prize (less fees and charges from Philoptima). ). As a consultant or expert, you agree that all of your billing for engagements originating from us will go through Philoptima and you understand that we will charge the contracting entity an amount equal to your consulting fee plus our fee.

• Acceptance :

  Prior to the end of the Option, we will inform you if a prize maker has chosen your Proposal as a winning solution. This means that the prize maker has accepted your submission as meeting the essential criteria, terms, and conditions of the Problem Statement posted on this website and is chosen by the prize maker as the winning solution. Acceptance of a winning solution is the sole and exclusive purview and authority of the prize maker. You or other members of the Faculty may have submitted other Proposals, some or all of which may have also met the criteria of the Problem Statement and yet were not selected by the prize maker as the winning solution.
  If we do not accept your Proposal as the winning solution to a posted prize within the Option term, our exclusive rights to the Proposal will terminate without further notice to you.
  If your Proposal is accepted by a prize maker as the winning solution to a posted prize, Philoptima will pay an Award to you which shall be an amount equal to the value of the posted prize less Philoptima fees and charges in U.S. currency. In return for payment of the Award, we acquire exclusive ownership of your Proposal and you give up and deny having any further ownership rights to the Proposal. Philoptima retains all income, dividends, interest, or other earnings above the corpus of the prize (“Interest”) held in trust by Philoptima from the date the prize maker deposited the prize with Philoptima as part of the Process to the date of payment of an Award to you. Philoptima keeps all Interest regardless of the decision of the prize maker to accept a Proposal as a winning solution to a posted prize or to reject any or all submissions. In the event the prize maker rejects all submitted Proposals, the full corpus of the prize on deposit with Philoptima is returned to the prize maker.
  Philoptima fees and charges are deducted from the Prize on a sliding scale as noted below unless a different fee structure is negotiated with the prize maker for particularly large or complex prizes. The resultant Award is paid to you:

  #

  Prize Range

  Philoptima Fee

  Award Range

  1

  $5,000 - $10,000

  10%

  $4,500 - $9,000

  2

  $10,001 - $25,000

  9%

  $9,100 - $22,750

  3

  $25,001 - $50,000

  8%

  $23,000 - $46,000

  4

  $50,001 - $75,000

  7%

  $46,500 - $69,750

  5

  $75,001 - $100,000

  6%

  $70,500 - $94,000

  6

  $100,001 or more

  5%

  $95,000 or more

  When a prize maker accepts your Proposal as the winning solution to a posted prize and we pay an Award to you, you agree that all rights, title, and interests in and to the Proposal are owned exclusively by Philoptima and you retain no rights to the Proposal. In the event that the Proposal cannot be conveyed under statutory law to Philoptima, you agree to grant to Philoptima a worldwide, exclusive, perpetual, royalty-free right and license to the Proposal or any component part thereof which Philoptima may transfer, sell, or convey by gift or donation to the prize maker.
  You agree during the term of this Agreement or any time thereafter, without any further compensation, to cooperate in good faith with Philoptima and to execute all papers and do all things necessary to ensure that Philoptima and the prize maker acquire the full rights to all intellectual property embodied in your Proposal. If, at our request, you encounter additional out-of-pocket expenses to carry out the timely transfer of all intellectual rights, we will reimburse you.
  You understand and agree that we will release your identity to the Prize Maker after we pay you the Award so that you may continue a dialogue about design measures, evaluation, impact, etc. We make no claims on any future business or consulting relationships between you and the Prize Maker

  Consulting Addendum:

  Apart from the Prize system, as a consultant or expert, you agree to account for your time accurately and to submit your billing to Philoptima at least monthly or in accordance with policy. You agree that Philoptima is your exclusive agent for all engagements originating from us or from Philoptima Resources, Inc. You understand that we will invoice the contracting entity an amount equal to your fee plus our fee. Once we are paid by the contracting foundation, we will remit your fees to you within 15 days. You agree that you will not provide consulting services for new, additional, or separate, work with any contracting entity originating through Philoptima within 12 months of our last contact with them in relation to your engagement or project.

Other : We describe payments, warranties, confidentiality, termination, liability, indemnification, dispute resolution, and general provisions here.

• Other :

  Payments : Philoptima will pay you the Award amount within 45 days of the date a prize maker accepts your Proposal as the winning solution to a posted prize and after we have completed our legal due diligence. The Award will be paid to you in U.S. currency or your local currency equivalent based on the foreign exchange rate in effect on the date of the disbursement by Philoptima. We will pay the Award only to the registered Faculty member who submitted the Proposal and we are not responsible to make payments to any associates, partners, employees, or other third parties claiming to have participated in development of the winning Proposal. You are solely responsible for reporting and payment of any and all local, state, or national taxes due from our payment of the Award to you.

  Consulting Addendum : In the event you are engaged by a contracting entity through the Philoptima site as a consultant, researcher, or expert, you understand that we will pay your agreed upon fees to you within 15 days of the date we receive payment from the contracting entity.

  Warranties & Representations : By using this website(s) and submitting your Proposal, you have represented and warranted that you have the right to transfer all rights in your Proposal and you acknowledge that we own all copyrights, patents, and intellectual property included in your Proposal in return for our payment to you of the Award. You represent and warrant that you are the owner of all of the intellectual property made the basis of your Proposal and that you are not obligated under any contract, employment agreement or relationship, partnership, or any other relationship or commitment to assign any of your rights to any third party including an employer, university, or governmental body. You warrant that your Proposal does not infringe on any existing patent, copyright, trademark, trade secret or any other third party intellectual property right. You have represented that you are unaware of any pending but unfilled claim or challenge of your ownership or rights to the Proposal you submitted. If you are an employee or agent of another person or company, you have represented that you have the authority to enter into this Agreement on behalf of that person or entity. You also represent that all information provided by you regarding your membership in the Philoptima Faculty or as regards the submission of your Proposal is true, accurate, current, and complete. You have agreed to keep your personal information current and to update our files in order to keep our information about you current and true.
  
  In the event that we or a prize maker are enjoined from using your Proposal or any portion thereof for any reason, you shall promptly, at your expense (including but not limited to disgorging royalties) provide a non-infringing means of using your Proposal, negotiate and procure the right to use your Proposal without restriction, or refund any Award at our sole option.

  Confidentiality : During the term of this Agreement and at all times thereafter, you agree to not disclose to any third party any confidential information of which you become aware as a result of the Philoptima Process without our express, written authorization. Confidential Information includes all information set forth in the password-protected sections of this website(s) and Process and your Proposal (as defined in this Agreement) during the Option period or at all times thereafter if your Proposal has been accepted as a winning Proposal for a posted prize and an Award paid to you by Philoptima.
  
  Philoptima will be bound to the same level of confidentiality for all material submitted by you in the form of a Proposal(s) which was not accepted as a winning solution to a posted prize on this website unless the material made the basis for a claim of breach was known to us previously, independently created by other members of the Philoptima Faculty with no access to your information, or was known to the public. Nothing in this Agreement shall prevent a prize maker from using a winning Proposal for which an Award has been paid and which contains overlapping material with a rejected submission for the same or another posted prize.

  Termination : Philoptima may terminate your access to the Process or to any or all of your work folders or password-protected sections of this site without any prior notice in its sole discretion. We are under no obligation to notify a prize maker or any third party of our termination of the Process as to you or your use of the website(s). We will not be responsible for any damages or consequences arising from our termination of your use of our website or of the Process. If we terminate your use of the Process during an Option period and your Proposal is selected as a winning Proposal by the prize maker, then payment of an Award to you will be made after you have assigned and transferred all rights as described herein.
  
  You may terminate this Agreement at any time by notifying us by email of your decision to terminate your membership in the Philoptima Faculty. You will not be entitled to any compensation after the date of termination of your membership except that during an Option period, if a Proposal that you have submitted is selected by a prize maker as a winning solution, we will pay you the associated Award after you transfer all rights described herein. Termination of this Agreement automatically ends your rights and permission to use this site.
  
  The rights and obligations of each party to this Agreement to the other party shall be considered terminated upon payment of an Award or upon notification by Philoptima that your Proposal(s) has not been accepted by the prize maker which in no event will be longer than twelve months after your submission. You agree that without regard to any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Philoptima Process or website or from this Agreement must be filed in a court of proper jurisdiction within one (1) year after the claim or cause accrues or you will be forever barred.

  Limitation of Liability : We do not control and are not responsible for the actions of prize makers, donors, grant makers, advertisers, nonprofit implementers, third-party websites linked to ours, visitors to our blog, or users of the Process. We are not responsible for the quality, accuracy, veracity, or legality of the Problems or Prizes posted on our site and we do not guarantee the accuracy or completeness of any posted Problem or Prize.
  
  We do not guarantee that your use of our website or of the Process will be uninterrupted or error free, nor do we warrant the solutions or Proposals for any particular purpose or that any proposed or suggested impact or outcome will be achieved.

  Indemnification : You agree to hold harmless and to indemnify Philoptima, our agents, employees, officers, and directors against any and all claims for damages, costs, expenses, and liabilities including attorney fees and costs of litigation or defense arising out of or relating to (a) any breach or violation of any term of this Agreement or of the Process by you or others using your name and/or password, and (b) any claim for payment of all or any part of an Award or any other compensation we paid you by your agents, employees, employers, partners, associates, contractors, or sub-contractors.

  Your Risk : You understand and agree that you are using our website(s) and the Philoptima Process at your sole risk. We provide the Process and site without any warranty of any kind, express or implied, including but not limited to any warranty for information, data, services, or uninterrupted access. We disclaim any and all warranties concerning the availability, accuracy, usefulness, or content of information in our Problem statements or Process and of any title, non-infringement, of merchantability, or of fitness for any particular purpose.
  
  Philoptima, its directors, officers, employees, agents, prize makers, nonprofit implementers, nor its licensors shall be liable to you or to any third party for any compensatory, direct or indirect, incidental, special, or consequential damages arising from your access to or use of the Process or our website or for the inability to gain access to or use the Process or our website. Some states limit or exclude liability for consequential, incidental or special damages and, in such event, our liability is limited to the greatest extent permitted by law. In no event shall our liability under the terms of the Process or of this Agreement exceed the amount of any Award paid to you under the terms of this Agreement. Termination of this Agreement is your sole right and remedy with respect to any dispute with Philoptima.

  Dispute Resolution : Any dispute arising between you and Philoptima in connection with this Agreement or this Process shall be conducted in English and resolved in and construed under the laws of the State of Louisiana, USA, without regard to any conflict of law provisions of any jurisdiction. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Louisiana law but if any provisions of this Agreement are held to be prohibited or invalid, such provision will be ineffective only to the extent of such prohibition or invalidity and without affect on the remainder of this Agreement or the terms of this Process which shall remain in full force.

  General Provisions : We jointly acknowledge and agree that any prize maker shall be a third-party beneficiary of this Agreement and each of us shall have the right to assert and enforce the provisions of this Agreement directly on its own behalf. Nothing herein shall e construed to establish a joint venture, agency, employment, or other business relationship between you and Philoptima or you and any prize maker.
  
  Our failure or that of any prize maker, to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
  
  Philoptima has the right to assign this Agreement and to sublicense any and all of its rights under this Agreement. We may, at any time, without advance notice and in our sole discretion, modify the various elements, content, and components on this site made a part of this Process and such modification will be effective immediately after being posted on the site.
  
  By selecting the “Accept & Continue” button at the bottom of this Agreement, you acknowledge that you have read, understood, and intend to be bound by all of the terms, condition, and notices contained herein. As well as the terms, condition, and notices contained in the Philoptima Terms of Use, Privacy Policy, and Copyright Notices posted in various location on the website just as if you had signed a paper copy of this Agreement. If you accept, you will be referred to the faculty application form for completion.
  
  If you do not accept this Agreement, or the referenced policies of this Process, please click “Decline” and you will be returned to the public pages of the Philoptima site.