Terms and conditions

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://metalsaopeninnovationchallenge.innoget.com (“Open Innovation”) to Metalsa and its affiliates and subsidiaries (collectively “Metalsa”).

In addition to these Terms and Conditions, the terms of the Disclaimer shall apply to your use of Open Innovation.

1. EVALUATION PROCESS

If you wish to submit your Proposal to Metalsa through the Open Innovation Portal, complete the submission form and submit your Proposal according to the Metalsa Open Innovation ChallengeOfficial Rules and the Innoget T&C. If you submit a Proposal but Metalsa cannot offer a suitable business opportunity at that point in time, Metalsa may allocate your Proposal to Metalsa’s global Pool of Ideas database. “The Submission of Non-Confidential Information Agreement” will govern the treatment of your Proposal information.

Metalsa is not obliged to retain or review your Idea and Metalsa reserves the right to block or delete any information and materials that it determines to infringe applicable law or third-party rights atits sole discretion and without further notice to you.

2. SUBMISSION OF NON-CONFIDENTIAL INFORMATION

Your Proposal is considered non-confidential and non-proprietary and Metalsa does not want to receive any confidential or proprietary information or materials through Open Innovation. By submitting your Proposal to Metalsa for review, you understand that Metalsa will not treat the Proposal confidential or proprietary and thus Metalsa will not be restricted from using the information Proposal.

By submitting information to Metalsa, YOU AGREE and WARRANT that:

You have the right to disclose this information to Metalsa, and Metalsa may use this information for any purpose it deems appropriate

At a later stage, Metalsa 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)

You acknowledge and accept the Conditions of Use that govern the sending of information via this form.

Likewise, you accept and acknowledge that the Conditions of Use that govern the sending of information via this form will also apply in case you enter into online conversation with Metalsa using Innoget’s chat message system.

Nothing in this Project Description obligates Metalsa 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 this Project Description (a “Respondent”). This Project Description does not create a relationship of agency, partnership, joint venture, or license between the Metalsa and any Respondent. Respondent acknowledges that Metalsa 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 this Project Description. Accordingly, nothing in this Project Description will be construed as a representation or agreement that Metalsa will refrain from developing or authorizing anyone else to develop any products, concepts, systems or techniques that are similar to those contemplated in this Project Description.

3. IP RIGHTS PROTECTION

Do not submit to Metalsa anything you consider as confidential or proprietary. You should understand that you must file for your intellectual or industrial property rights ("IP Rights") before disclosing your Proposal to anyone on a non-confidential basis or you may risk losing the ability to protect your Proposal with IP Rights according to applicable law. If you worry about your IP Rights, you should consult a lawyer or patent attorney before you submit your Proposal to Metalsa. If you feel you cannot submit your Proposal without disclosing any confidential information, please contact Metalsa or Innoget separately at the following contact:

Contact Innoget

We will then contact you and, if considered necessary, put a confidentiality agreement in place to make sure our mutual interests are well protected.

4. RIGHT TO USE

Your Proposal submitted to Metalsa through Open Innovation will be received by Metalsa on a non-confidential basis. You agree to grant Metalsa the irrevocable and unlimited right to use your Proposal and the information and materials comprised therein free of charge as Metalsa sees fit and to share it within Metalsa and with third parties.

For this reason, we ask you not to send to Metalsa any information or materials that you do not wish to assign to Metalsa 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 Metalsa, 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 Metalsa does not misappropriate or infringe any IP Rights of others.

You indemnify Metalsa for any damages in connection with any claim for misappropriation or infringement resulting from Metalsa’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 Portal, 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 Metalsa 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 Metalsa and thus your use of, and participation in the Metalsa Open Innovation Challenge shall be governed by and construed in accordance with the laws of Mexico and is subject to the exclusive jurisdiction of the Courts and Tribunals of Amsterdam, Mexico.