LAST UPDATED 3/11/2015
These Bounty Terms and Conditions (these “Bounty Terms”), and any other terms or agreements incorporated herein by reference, between you and Algorithmia, Inc. and any of our affiliated companies (“Algorithmia”) govern your access to, use of, and participation in the Bounty Services (defined below). If you are using the Bounty Services on behalf of an entity, you represent and warrant that you are authorized to accept these Bounty Terms on the entity’s behalf and that the entity agrees to be responsible to Algorithmia if you violate these Bounty Terms. These Bounty Terms do not change the terms or conditions of any other written agreement you may have with Algorithmia and is subject to and incorporates by reference the Algorithmia Terms and Conditions.
THE BOUNTY SERVICES
Algorithmia’s bounty services (the “Bounty Services”) provide a platform for users (“Bounty Owners”) to request an algorithm that does not yet exist in the Algorithmia API (a “Bounty”) directly from Algorithmia users that develop and submit algorithms and/or other software through the Services (“Submitters”). Each Bounty must include sufficient information to enable a reasonably skilled Submitter to understand the Bounty (“Bounty Information”) and submit an algorithm (a “Submission”) for purposes of fulfilling the Bounty. Users may either create a new bounty as a Bounty Owner or vote for an existing Bounty request.
ACCEPTANCE AND CHANGES TO THE BOUNTY TERMS
THESE BOUNTY TERMS CONSTITUTE AN ENFORCEABLE LEGAL AGREEMENT BETWEEN YOU AND ALGORITHMIA. PLEASE READ THEM CAREFULLY. BEFORE YOU MAY POST A BOUNTY, OFFER A SUBMISSION OR OTHERWISE ACCESS OR USE THE BOUNTY SERVICES, YOU MUST AGREE TO BE BOUND BY THESE BOUNTY TERMS, THE ALGORITHMIA TERMS AND CONDITIONS LOCATED AT [LINK], AND ANY OTHER GUIDELINES, TERMS, CONDITIONS, RULES OR REGULATIONS APPLICABLE TO A PARTICULAR BOUNTY (THE “BOUNTY RULES AND REGULATIONS”). IF YOU DO NOT AGREE TO THE TERMS, CONDITIONS AND RESTRICTIONS SET FORTH IN THESE BOUNTY TERMS, THE ALGORITHMIA TERMS AND CONDITIONS, OR THE BOUNTY RULES AND REGULATIONS, ALGORITHMIA DOES NOT GRANT YOU THE RIGHT TO USE THE BOUNTY SERVICES.
Algorithmia reserves the right at any time to modify these Bounty Terms and to impose new or additional terms or conditions on your use of the Bounty Services from time to time. Algorithmia will notify you of the modifications and/or new or additional terms or conditions by revising the date at the top of these Bounty Terms (“Modification Date”) and, in some case, may provide you with additional notice (such as adding a statement to the Algorithmia homepage or sending you an email notification). Such modifications and/or additional terms and conditions will apply only to Bounties posted after the Modification Date. Bounties that have already been posted or completed will be governed by the Bounty Terms that were in effect at the time the Bounty was posted. If you disagree with any changes, you must stop posting Bounties. Your continued posting of Bounties after the Notice Period will be deemed acceptance of the changes. You should review these Bounty Terms whenever you access the Bounty Services and at least every 30 days to make sure that you understand the terms, conditions, and restrictions that will apply to your use of the Bounty Services.
Notwithstanding any other provision of these Bounty Terms, Algorithmia reserves the right to change, suspend, remove, or disable access to any content or other materials comprising a part of the Bounty Services at any time without notice. In no event will Algorithmia be liable for making these changes. Algorithmia may also impose limits on the use of or access to certain features or portions of the Bounty Services, in any case and without notice or liability.
Bounty Rules and Regulations may apply to certain Bounties and Bounty Services. When you use a Bounty Service offered by Algorithmia, you will also be subject to the Bounty Rules and Regulations applicable to that particular Bounty Service. In the event of any conflict between these Bounty Terms and any applicable Bounty Rules and Regulations, the Bounty Rules and Regulations will control.
RELATIONSHIP OF THE PARTIES
You acknowledge and agree that Algorithmia is not a party to and has no responsibility with respect to any interactions, transactions (or proposed transactions), or any negotiations or disputes between Bounty Owners and Submitters.
Algorithmia is not involved in any way in the formation of any contract between the Submitter and the Bounty Owner. Algorithmia at no time acts as an agent for any Submitter or any Bounty Owner. Algorithmia does not endorse or verify the contents of any Bounty or Bounty Information and all Bounties and Submissions will be conducted entirely between the Bounty Owner and the Submitter (except to the extent set out in this Agreement).
You agree that Algorithmia has no control over and makes no warranties with respect to the accuracy or truth or utility of any Bounties or Bounty Information or the ability of Bounty Owners or Submitters to complete and enforce any obligation or agreement arising out of or in connection with any Bounty (including the Bounty Information), these Bounty Terms, any applicable Bounty Rules and Regulations, or the Algorithmia Terms and Conditions. Algorithmia will not be liable to you in any respect if a Bounty Owner or Submitter fails to perform any obligation or agreement arising out of or in connection with a Bounty (including the Bounty Information), these Bounty Terms, any applicable Bounty Rules and Regulations, or the Algorithmia Terms and Conditions. You hereby acknowledge and agree that Algorithmia has no liability arising out of or related to any Bounty, Submission, or the relationship between any Bounty Owner or Submitter or any agreement or arrangement related thereto and release Algorithmia, its officers, employees, agents, and successors in rights from any claims, damages or demands of any kind arising out of or related thereto and the Bounty Services.
The Bounty Owner will at all times be liable to pay the amount pledged for any Bounty (the “Bounty Award”) to the Submitter of the Winning Submission, if any, in accordance with this Agreement and any agreement between the Bounty Owner and the Submitter of the Winning Submission. Bounty Awards pledged by Bounty Owners are collected by a third-payment processor and Algorithmia will have no liability whatsoever in respect to the performance of such third party payment processor or failure of a Bounty Owner to pay the Bounty Award to a Submitter of a Winning Submission and you acknowledge and agree that you will not take action of any kind against Algorithmia with respect to any claim for an Bounty Award that you may have or wish to make.
TERMS APPLICABLE TO BOUNTY OWNERS
The following terms and conditions apply if you are registered as a Bounty Owner:
- You will not, and will not authorize or permit any third party to, (i) modify, reverse engineer, decompile, or disassemble any codebase included in any Submission that a Submitter delivers in object code form, (ii) register, attempt to register or attempt to register or assist any third party in registering any of Submitter’s intellectual property rights, or (iii) remove, alter or obscure, and intellectual property right notices contained in any of the Submissions.
- With respect to any source code included in any Submission, you will not (i) develop, create or manufacture any software products derived from or otherwise using such source code, (ii) not download, copy, store or cache any such source code, (iii) directly or indirectly, provide access to, disclose the existence, content, and/or substance of such source code to any third party.
- You will upload and be responsible for the running of the Bounty, subject to the Algorithmia Agreements and Policies. If you require Algorithmia to upload and run the Bounty, then you must enter into a separate written agreement with Algorithmia for the performance of such services.
- You represent and warrant that all Bounty Information and any data set or other information provided by you for inclusion in a Bounty has not been obtained: (i) by fraud; (ii) in breach of any copyright, trademark or other intellectual property rights; (iii) in breach of any obligation of confidentiality, right of privacy or other right arising under applicable law or any agreement entered into by you; (iv) without limiting any of the foregoing, in breach of any other applicable law; or (v) in any way that may create liability for Algorithmia, its internet service provider or any other suppliers.
- When submitting or posting a Bounty, you further agree: (i) to be bound by any representations made in relation to the Bounty (including the Bounty Information and any applicable Bounty Rules and Regulations), whether made directly or indirectly, in writing or orally, by or for you; (ii) that employees or agents of the Bounty Owner are not eligible to participate in any Bounty posted by the Bounty Owner, unless otherwise agreed between Algorithmia and the Bounty Owner and specified in the Bounty Information; (iii) that you will select the Winning Submission according to the criteria set out in the Bounty Information; (iv) unless otherwise specified in the Bounty Information or these Bounty Terms, you will be obligated to pay the Bounty Award, if any; (v) that Algorithmia does not guarantee the quality of Submissions or any minimum number of Submissions, nor the Submitters’ title to any intellectual property rights therein; (vi) to inform Algorithmia of and post in the Bounty Information any additional terms and conditions that will govern the relationship between you and Submitters; and (vii) that Algorithmia may at its sole discretion republish or make available the Bounty Information by or through the Services.
- By submitting or posting a Bounty, you further agree: (i) to provide your payment information at the time you submit or post a Bounty and that the amount you pledge for the Bounty is the amount that you will be charged; (ii) consent to Algorithmia and its payments partners authorizing or reserving a charge on your payment card or other payment method for any amount up to the full Bounty pledge at any time between the pledge and collection of the Bounty Award; (iii) to have sufficient funds or credit available at the Bounty deadline to ensure that the Bounty Award will be collectible; (iv) Algorithmia reserves the right to cancel a Bounty Pledge at any time and for any reason; and (v) •Algorithmia reserves the right to reject, cancel, interrupt, remove, or suspend a Bounty at any time and for any reason, and Algorithmia is not liable for any damages as a result of any such actions.
- You will be deemed to have approved of any Bounty Information or terms and conditions to which you do not object prior to a Bounty being launched, whether drafted by you or by Algorithmia.
- You agree to indemnify Algorithmia against any threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to: (i) your conduct in connection with any Bounty or Submission, (ii) any information posted by you on or through the Services; or (iii) any Bounty Information or other information relating to a Bounty or a Submission or any Submitter which is made available by you, whether on or through the Services or otherwise.
- You agree that you will not cancel a Bounty initiated by you for the purpose of contracting separately with any Submitter(s) or to avoid paying any Bounty Award.
- If you wish to withdraw a Bounty, you must notify Algorithmia in writing. Algorithmia will, in its sole discretion, decide whether to withdraw the Bounty.
TERMS APPLICABLE TO SUBMITTERS
The following terms and conditions apply if you are registered as a Submitter:
- You hereby grant Bounty Owners a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use any Submission(s) (including the underlying source code for the sole purpose of reviewing and testing Submissions to determine whether any Submission is a Winning Submission.
- In the event that your Submission is a Winning Submission, you hereby grant to the applicable Bounty Owner and to Algorithmia a worldwide, non-exclusive, perpetual, irrevocable, fully paid-up and royalty free license to use and permit others to use your Winning Submission (including the source code) in any manner without restriction of any kind or accounting to you, including, without limitation, the right to make, have made, sell, offer for sale, use, rent, lease, import, copy, prepare derivative works, publicly display, publicly perform, and distribute all or any part of such Winning Submission and any modifications, derivatives and combinations thereof and to sublicense (directly or indirectly through multiple tiers) or transfer any and all such rights; provided, however, that if your Winning Submission includes any FOSS, in the event of a conflict between the applicable FOSS license terms and the license terms set forth in this paragraph, the applicable FOSS license terms will control, but only to the extent required by the FOSS that you use. For purposes of these Bounty Terms, “FOSS” means any software licensed under an Open Source Initiative Approved License, a list of which is currently available at http://opensource.org/licenses/alphabetical.
- Unless otherwise agreed in writing and subject to these Bounty Terms and any applicable Bounty Rules and Regulations, all ownership rights in and to any Submission shall remain with the Submitter.
- You hereby further acknowledge that Bounty Owners and Algorithmia engage, have engaged and will in the future engage in the development, preparation, production, acquisition and dissemination of creative, educational, artistic and other material (collectively, “Materials”), including without limitation Materials that may be similar or identical to a Submission. You also acknowledge that other persons, including Algorithmia employees and employees of a Bounty Owner, may previously have originated and may hereafter originate Materials that are similar or identical to your Submission. You agree that you will not be entitled to any compensation because of the use by a Bounty Owner of any such Materials or similar or identical material. Without limitation of the foregoing, Algorithmia, Algorithmia’s customers and any Bounty Owner may use, without any payment or other obligation whatsoever to you, any part of the Materials, and any idea or concept contained therein, that (a) is similar or identical to, or contains significant elements encompassed in, a concept that is under consideration or in development by Algorithmia or the Bounty Owner before or at the time of your entry, (b) is not unique, novel, original, and concrete so as to be entitled to protection under applicable laws, (c) has been made public by anyone at the time of its submission to the Bounty Owner or Algorithmia or otherwise is in the public domain, (d) would be freely usable by a third person if it had not been accepted as a Submission or the subject of any agreement, (e) is not protected by United States copyright law, or (f) is similar or identical to, or contains significant elements encompassed in, an idea, concept or material that is independently created by Algorithmia, a Bounty Owner or any third party. You acknowledge and agree that Algorithmia’s or a Bounty Owner’s development, preparation, production, acquisition, dissemination and/or exploitation of Materials similar or identical to a Submission or containing features, ideas, material and/or elements similar to or identical with those contained in a Submission shall not entitle a Submitter to any compensation or other right or remedy. As an inducement to Algorithmia or a Bounty Owner to accept a Submission for entry into a contest, if you are a Submitter, you hereby waive any claim or right of action against Algorithmia, the Bounty Owner and their successors in connection with use of any Materials (or any portions thereof) whether or not such Materials are similar or identical to your Submission or contain any features, ideas, material and/or elements that are similar or identical to those contained in your Submission. Acceptance by Algorithmia (or a Bounty Owner, as applicable) of a Submission is not an admission by Algorithmia or a Bounty Owner of the novelty or originality of the Submission.
- Unless otherwise agreed in writing and subject to the terms of any applicable Bounty Rules and Regulations, Bounty Owners or Algorithmia (as applicable) will own and retain ownership (including all intellectual property rights therein) in and to any Bounty Information and/or any other materials submitted or provided by a Bounty Owner or Algorithmia in connection with any Bounty, which materials may be tangible or intangible (collectively, the “Bounty Materials”). You further agree to assign and hereby assign to the Bounty Owner or Algorithmia (as applicable), all right, title and interest in and to any modifications, improvements and derivative works of or related to the Bounty Materials (including any such materials that incorporate any of your ideas, feedback or suggestions).
- You hereby authorize Algorithmia and any Bounty Owners to publicize the results of any Bounty, including your name and account name. You hereby grant to Algorithmia and any Bounty Owners the absolute right and permission to use your name, address (city and state), testimonial statement (or statements in different words which have substantially the same meaning), voice, photograph and/or other likeness in any and all advertising and promotional materials, or to refrain from doing so, in any manner or media whatsoever, worldwide, for advertising and promotional purposes in conjunction with this and similar Bounties without notice to you and without further compensation. You shall have no right of approval, no claim to any compensation, and no claim arising out of the use, alteration, distortion or illusionary effect or use in any composite form of your name, address, testimonial statement, voice, photograph or likeness.
- You understand that neither Algorithmia, the Bounty Owners nor their parent corporations, subsidiaries, affiliates, agents, assigns, etc. or any entity connected with a Bounty will be responsible for any costs (including, without limitation, any federal, state or local taxes) Submitter may incur in connection with any Bounty or Bounty Award that Submitter may be awarded. You further agree to sign any applicable forms necessary to distribute any Bounty Award as may be required by tax authorities.
- All Bounty Awards or payments to be awarded in connection with any Bounty are subject to any applicable Bounty Rules and Regulations, and will only be awarded provided that a Submission has been verified by Algorithmia or the Bounty Owner as a Winning Submission. Bounty Owners acknowledge and agree that verification of any Submission(s) shall be completed within ninety (90) days of a Submission that meets the eligibility requirements described in this Agreement and any applicable Bounty Rules and Regulations. In the event that multiple Submissions are verified as potential Winning Submission, the first Submission received by Algorithmia (based on timestamp) will be determined to be the Winning Submission. If a Submitter cannot or will not accept a Bounty Award for any reason, then the Bounty Award will be forfeited. By submitting a Submission in response to a Bounty, a Submitter acknowledges and agrees that if his/her or its Submission is selected as the Winning Submission, the Submitter will receive the Bounty Award only upon verification of all applicable eligibility requirements. Bounty Owners acknowledge and agree that any and all Bounty Awards must be awarded no later than thirty (30) days following the verification of the Submission as a Winning Submission. Taxes, if any, are the sole responsibility of the winner(s).
If any part of these Bounty Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Algorithmia's failure to enforce any right or provisions in these Bounty Terms will not constitute a waiver of such or any other provision. Algorithmia will not be responsible for failures to fulfill any obligations due to causes beyond its control.
These Bounty Terms, and any rights granted in these Bounty Terms, may not be transferred or assigned by you, whether voluntarily or by operation of law (including without limitation in connection with any merger, acquisition, or sale of assets) except with the express written consent of Algorithmia, and any attempted assignment in violation of this paragraph is void and of no force or effect. Algorithmia may assign, transfer or delegate any of its rights or obligations hereunder without restriction by Algorithmia. No agency, partnership, joint venture, or employment relationship is created as a result of these Bounty Terms and neither party has any authority of any kind to bind the other in any respect. Except as otherwise expressly elsewhere in these Bounty Terms, there will be no third party beneficiaries to these Bounty Terms. As used in these Bounty Terms, “including” means “including (without limitation).” The section headings of these Bounty Terms are for reference purposes only and will not affect the meaning or interpretation of these Bounty Terms.
The Bounty Services are operated by Algorithmia from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Services.
Algorithmia reserves the right to take steps Algorithmia believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Bounty Terms. You agree that Algorithmia has the right, without liability to you, to disclose any information or data about or supplied by you to law enforcement authorities, government officials, and/or a third party, as Algorithmia believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Bounty Terms (including but not limited to Algorithmia's right to cooperate with any legal process relating to your use of the Bounty Services and/or a third-party claim that your use of the Bounty Services is unlawful and/or infringes such third party's rights).
These Bounty Terms, along with any applicable Bounty Rules and Regulations, the Algorithmia Agreements and Policies, and the Algorithmia Terms and Conditions, constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede and merge all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic.
If you have any questions regarding these Bounty Terms or your use of the Services, please email Algorithmia at email@example.com.