Terms and Conditions

TERMS OF USE
Last updated: November 16, 2013

The following describes the terms applicable to the use of the Yegii.com website (the “Site”). Your use of the Site forms a legally binding contract with Yegii, Inc. (“Yegii” or “us”) based on these Terms of Use. If you have registered as an Expert, you will be bound to these Terms of Use as well as additional terms in any applicable Yegii Marketplace-Specific Agreement. PLEASE READ THE FOLLOWING CAREFULLY. If you do not accept the Terms of Use as stated here, do not use the Site. Yegii may revise these Terms of Use at any time by posting an updated version to this Web page.

1. The Site. This Site provides a service ("Service(s)") whereby entities with technical, regulatory/policy driven, or business model related business challenges ("Challengers") may post such problems ("Yegii Challenge®" and may offer a payment amount (each, an "Award") for analysis submitted by Experts for a specific Yegii Challenge via the website (“Proposed Analysisanalysis”), which the Expert deems acceptable ("Accepted Analysis") based upon the structure of the challenge. Challengers may be commercial enterprises, not-for-profit organizations, local, state, or federal governments (including agencies of the United States government), or other entities. Each challenge type has differing levels of difficulty, and information required from Experts. Some Yegii Challenge Statements only request limited information from Experts, but others contain detailed criteria for Accepted Analysis, such criteria located in password-protected areas of the Site (“YegiiLabs®”). By using this Site, you acknowledge that Yegii does not control in any manner the nature, quality, legality or timing of Yegii Challenges. You agree that Yegii is a neutral forum for Yegii Challenges and Expert Proposed Analysis.

Yegii desires to make your use of this Site enjoyable, and will endeavor to keep postings related to the results of Proposed Analysis and Awards paid as current as possible. However, we do not guarantee that the postings or content on this Site will be current at all times. Furthermore you understand that you may create a Proposed Solution for a Yegii Challenge that may have a recently Accepted Analysis, and for which the Award has already been paid, and for which we have not yet updated the Site to reflect such payment.

2. Eligibility and Permission.
(a) The Site is not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If you do not qualify, please do not use the Site. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, you may not use this Site.

(b) I have permission from my employer for conducting up to 20% full time equivalents (FTE) consulting and/or take full responsibility for my actions/advice on Yegii.

3. Expert Registration. To be eligible to solve Yegii Challenges® (as further described below) and access information in the YegiiLabs, you must register as an Expert and agree to the additional terms and conditions set forth in the Challenge-Specific Expert Agreement that may be applicable to individual Yegii Challenges. You may cancel your registration at any time by contacting cancel@yegii.com. As part of the registration process, you will be asked to select a password and a login name. You agree that your registration information at all times correctly represents your professional affiliation, experience, qualifications and ability to transact business. You may not use a login name of another Solver. You may not disclose or share your password to any third parties or use your password for any unauthorized purposes. You agree to notify Yegii at admin@Yegii.com of any unauthorized use of your account or breach of security, including loss, theft, or unauthorized disclosure of your password or login information. Remember, you are responsible for maintaining the confidentiality of your password(s). Acceptance of registration is at the sole discretion of Yegii.

4. Others’ Information. Yegii does not guarantee the accuracy of the Site or ownership of any information in a Yegii Challenge Statement or the availability of any Award, unless otherwise stated in an Yegii Challenge Statement. While Yegii believes such information to be posted in good faith, Yegii does not control the information provided by others that is made available through the Site. Other user’s information may be inaccurate. You agree to look solely to the Challenger for any claims you may have regarding their information. If you have a dispute with another user of the Services, you hereby release Yegii from all claims of any kind arising out of such dispute. If you are a California resident, you waive California Civil Code, Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

5. Your Information. You may have the opportunity to communicate with other users. Any information you provide to Yegii or other users during your registration or use of the Services, in any public message area, through any mail feature, or otherwise generated out of your use of the Services, is subject to the following:

a. Your Content. You are solely responsible for the content of your information, postings, or Proposed Analysis, and for all use of the Website made using Your User Account (and/or username or password), whether or not You are aware of that use or could reasonably have been aware of that use. You agree to notify Yegii immediately if You become aware of any unauthorized use of Your User Account. Yegii acts merely as a conduit for the distribution and/or publication of that information. Yegii reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if Yegii believes information is inappropriate for the Site or the Services, may create liability for Yegii, or may cause Yegii to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers. You agree that your information will be accurate and will not, to the best of your knowledge: (a) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), in particular, you agree not to divulge material, non-public information about any security, in breach of insider trading regulations as understood by the US Securities and Exchange Commission, any EU jurisdiction, or indeed those of any other government recognized by the United Nations, (c) does not contain or describe pornography and is not otherwise harmful to persons under the age of 18 years, (d) be libelous, unlawfully threatening, or unlawfully harassing, or (e) will not create liability for Yegii or cause it to lose the services of its internet service providers or other suppliers (in whole or in part). You may be asked to make legally binding warranties and representations to Yegii and the Expert in relation to a Proposed Analysis that you submit. Your User Account is personal to You and may not be sold, assigned or transferred to a third party. If You attempt to sell, assign or transfer Your User Account to a third party, Yegii may suspend or terminate Your Membership at its sole discretion.

b. Privacy. Yegii will only use your information in accordance with its Privacy Policy as posted on the Site http://www.yegii.com/privacy.php

6. Additional Conditions Regarding Proposed Analysis. If you submit a Proposed Solution in response to a Yegii Challenge Statement, you agree that you are the owner of the submitted Proposed Solution and that you are legally free to make the disclosure and to convey the intellectual property rights being offered to the Seeker. You also agree that your Proposed Solution is subject to the additional terms and conditions in any applicable Solver Agreement or Challenge-Specific Agreement.

7. Payment of Awards.
(a) I accept that Yegii will take a commission on my work performed through or faciitated by Yegii.

(b) Payment of Awards will be handled in accordance with the terms set forth in the Yegii Challenge Statement and/or its applicable Solver Agreement. The conditions for qualifying for a particular Award shall be as set forth on the Site in connection with that particular Yegii Challenge Statement and Award and may include a list of excluded Analysis. The decision as to qualifying criteria and conditions and whether to accept a Proposed Solution is entirely within the discretion of the Challenger.

(c) I agree that I am solely responsible for paying all required taxes, including income taxes, on my Yegii earnings. If you are a United States resident and receive over $600 in payments from Yegii in a single calendar year, we are required to report your earnings to the U.S. Internal Revenue Service using form 1099. When you reach the $600 threshold we will request your tax identification number for reporting purposes.

8. Ownership and Limited License. (a) Yegii shall retain all ownership in the Site and all content generated by it that is displayed on the Site. Yegii grants you a nonexclusive, revocable right to use the Site provided that you do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site in any manner or form except that you have the right to modify your self-generated content on the Site. The license granted to you by Yegii is a limited license to access and make personal use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Yegii. Except as set forth in Section 8(b), this license does not include any copying or distribution, resale or commercial use of this Site or its contents; any collection and use of any Challenge listings, descriptions, or Awards; any derivative use of this Site or its contents; any downloading or copying of Challenge information for the use or benefit of another; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Yegii. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including Challenge descriptions, images, text, page layout, or form) of Yegii without express written consent. You may not use any meta tags or any other "hidden text" utilizing Yegii's name or trademarks without the express written consent of Yegii. Any unauthorized use terminates the permission or license granted by Yegii. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Yegii.com so long as the link does not portray Yegii, or its products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any Yegii logo or other proprietary graphic or trademark as part of the link without express written permission

(b) The Yegii RSS (really simple syndication) service is a means by which Yegii.com offers feeds of Yegii content ("RSS Content") to visitors who use RSS aggregators. These Terms of Use govern your use of the RSS Content and may be changed by Yegii at any time without notice. The RSS Content is offered by Yegii for non-commercial use. You must use the RSS Content as provided by Yegii, and you may not edit or modify the text, content or links supplied by Yegii. Yegii retains all ownership and other rights in the RSS Content. The RSS Content may be used only with those platforms from which a functional link is made available that, when accessed, takes the viewer directly to the Site. You may not display the RSS Content in a manner that does not permit successful linking to, redirection to, or delivery of the applicable Site page. You may not insert any intermediate page, splash page, or other content between the RSS Content link and the applicable Site page. You must provide attribution to Yegii in connection with your use of the RSS Content.

(c) If matched with a client through Yegii, I will not work with that client independently of Yegii for a minimum of one (1) year after the termination of the last Yegii challenge or other paid engagement (except the one sentence Q&A which is not considered a client engagement in this regard).

9. Compliance with Rules. You agree not to use any device, software or routine to interfere with the proper working of the Site or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. You agree not to take any action (including without limitation, spamming) that imposes an unreasonable load on our infrastructure. You agree not to take any actions which may undermine the integrity of our system or the Services, such as: leaving feedback or ratings for yourself; using the Site in violation of local, state, national or international law; uploading of files or content that contain material that violates the intellectual property rights of any third party; registering more than once (for example, by using a different username) although a Yegii Member will be able to participate on the Website as both a Challenge host and an Expert competitor; share solutions or code for any Yegii challenge competition, or collaborate in any way, with any other individual or entity that is participating as a separate individual or entity for the same competition. The foregoing shall not apply to any public communications, such as forum participation or blog posts. You are solely responsible for compliance with all applicable laws and regulations regarding your use of the Services and the transfer of the technologies or information with which you are involved, including without limitation, import/export requirements, and Yegii expressly disclaims any liability or responsibility thereto.

10. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS". YEGII MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE SERVICES.

11. Limitation of Liability and Disclaimer. Yegii has no control over, and is not responsible for the acts or omissions of Seekers, or the quality or legality of the Proposed Analysis sought thereby. Yegii does not warrant or guarantee the accuracy or completeness of any Yegii Challenge Statement, nor endorse any Seeker.
YEGII SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) YOU SUFFER OR INCUR AS A RESULT OF THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL YEGII BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES IN EXCESS OF $100 REGARDLESS OF THE CAUSE. You agree that you will be responsible for, and at Yegii’s request defend Yegii from, third party claims arising out of information you provide to Yegii for publication or any breach by you of this agreement.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Service must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
12. Harmful Substances. PLEASE NOTE THAT UNDERTAKING WORK RELATED TO YEGII CHALLENGE STATEMENTS POSTED ON THE SERVICE MAYREQUIRE THE USE OR SYNTHESIS OF BIOLOGICS OR CHEMICALS THAT COULD BE BACTERIALLY MUTAGENIC, TOXIC, CARCINOGENIC OR OTHERWISE HARMFUL TO YOU AND ANYONE ELSE THAT IS EXPOSED TO THEM, AND YOU UNDERTAKE THE CREATION OF SUCH PROPOSED ANALYSIS AT YOUR OWN RISK.

13. Other Contracts, Confidentiality, and Indemnification. You agree that you will not disclose to Yegii or its affiliates, or to any Expert, any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. You agree that you will not discuss any confidential information of your own, other parties, or the Seeker related to any Yegii Challenge, unless you are specifically working within the confines of a YegiiLab through the Site. All information in YegiiLabs shall be deemed “confidential information” for purposes of this Section 13. Should your participation in the Service be found to breach legal obligations you may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 13, you agree to defend, indemnify and hold harmless Yegii and Challenger, its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.

14. Third-Party Web Site Links. The Site may contain links to Web sites operated by parties other than Yegii. Such links are provided for reference only and Yegii does not control such Web sites and is not responsible for their contents. Yegii's inclusion of links to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators.

15. No Third Party Reliance. You agree that you will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Yegii. This agreement shall have no third party beneficiaries, other than certain Challengers in accordance with the terms of the applicable Solver Agreement or Challenge-Specific Agreement.
16. Copyright. All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Yegii or its Challengers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Yegii and protected by U.S. and international copyright laws. All software used on this site is the property of Yegii or its software suppliers and protected by United States and international copyright laws.

17. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts, United States of America (excluding any rules governing choice of laws) and any legal proceeding arising out of this Agreement will occur in Boston, Massachusetts. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Yegii and you with respect to the subject matter hereof, and you have not relied upon any promises or representations by Yegii with respect to the subject matter except as set forth herein. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law. The governing language of these Terms of Use, each Expert Agreement or Challenge-Specific Agreement, and the Privacy Policy is English.

Terms specific to Competition Hosts
1. Competition Hosts will upload and be responsible for the running of the Competition and Competition Terms and Conditions onto the Website.
2. If a Competition Host requires Yegii to upload and run the Competition, a Competition Host is required to enter into a separate agreement (Consulting Agreement) with Yegii.
3. If You are registered as a Competition Host, when You post a Competition on the Website or have Yegii upload Your data and run a Competition for You on Your behalf, You warrant that any data-set or other Information provided by You has not been obtained:
a. by fraud;
b. in breach of any copyright, trademark or other Intellectual Property Right;
c. in breach of any right of privacy or other right arising under applicable law or any agreement entered into by You;
d. without limiting any of the foregoing, in breach of any other applicable law; or
e. in any way that may create liability for Yegii, its Members, its internet service provider or any other suppliers.
4. If You are registered as a Competition Host, You further agree when posting a Competition:
a. to be bound by this Agreement and all Competition Information (including the Competition Terms and Conditions) relating to the Competition;
b. to be bound by any representations made in relation to the Competition (including the Competition Information and Competition Terms and Conditions), whether made directly or indirectly, in writing or orally, by or for You;
c. that employees or agents of the Competition Host are not eligible to participate in any Competition posted by the Competition Host, unless otherwise agreed between Yegii and the Competition Host and specified in the Competition Information;
d. that You may only post Competitions that are skills-based challenges to resolve bona fide data problems and not, for clarity, games of chance;
e. that You will select the Winner according to the criteria set out in the Competition Information;
f. unless otherwise specified in the Competition Information and subject to clause 8.2 below, that You will pay the Award to the winner within 30 days of the last date on which submissions can be made under the Competition (‘the deadline date’);
g. that Yegii does not guarantee the quality of Entries or any minimum number of Entries, nor the Competitors’ title to the Intellectual Property Rights therein;
h. to inform Yegii of any additional Competition Terms and Conditions that will govern the relationship between You and Competitors; and
i. that Yegii may at its sole discretion republish or make available the Competition Information through the Website.
5. If You are registered as a Competition Host, You will be deemed to have approved of any Competition Information or terms and conditions to which You do not object prior to a Competition being launched, whether drafted by You or by Yegii.
6. If You are registered as a Competition Host, You agree to indemnify Yegii against any Loss arising from:
a. any Information posted by You on this Website; or
b. any Information relating to a Competition or any Competitor which is made available by You, whether on this Website or otherwise.
7. You agree and warrant that You will not cancel a Competition initiated by You for the purpose of contracting separately with any Member or Members or to avoid paying any Award.
8. If You wish to withdraw a Competition, You must notify Yegii in writing. Yegii will in its sole discretion decide whether to withdraw the Competition.