Verified Contributors Program
The Verified Researchers Program Portal (the Portal) is a platform for individuals and organisations from various countries and jurisdictions worldwide to make Research Submissions (defined below) for our consideration in connection with various innovative research topics, programs and applications in connection with Dubai and the United Arab Emirates (the Verified Contributors Program).
Intellectual Property Rights
In relation to the Verified Contributors Program:
- when we refer to Submitter, we mean you as a user of the Portal or where you are using the Portal on behalf of an organisation, we mean your organisation;
- when we refer to Moral Rights, we mean moral rights of the author of a copyright work (including right to be identified as the author of the work or to object to derogatory treatment of the work) in any jurisdiction;
- when we refer to Rate Card, we mean the pre-agreed rates for any work submitted to the Verified Contributors Program as set out in a fixed rate card provided by DFF at the time or prior to any Research Submission; and
- when we refer to Research Submission, we mean the texts, documents, statements, information, photographs, videos, drawings, questions, answers, contact details, and any and all other materials of any nature whatsoever in whatever form or format shared by a Submitter through the Portal for our and our affiliates consideration (including the relevant public or private sector entity that is the owner or sponsor of a relevant Program). Any additional content shared by the Submitter with us or our affiliates following and in relation to the Research Submission shall constitute part of the Research Submission.
Each Submitter warrants and represents that it has full authority and all necessary rights and title to comply with these Terms, including in respect of the transfer of rights as set out in the section titled ‘Payment and Assignment’.
On submission of the Research Submission (or any part of it) through the Portal, the Submitter hereby grants to us and our affiliates a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, fully paid-up and royalty free, worldwide right and licence to store, copy, adapt, share, publish, distribute, create derivative works of (including any additions, modifications, enhancements or alterations to the Research Submission) and otherwise use the Research Submission for any purpose we deem necessary, including the right to develop, implement and otherwise exploit the Research Submission.
Without prejudice to the rights granted by the Submitter to us, if we exercise our unilateral right under these Terms to purchase the Submitter’s Intellectual Property Rights in a Research Submission for the pre-agreed rates stated in the Rate Card; the Intellectual Property Rights in such Research Submission shall, in accordance with the sections titled Payment and Assignment and Further Assurance set out in these Terms below, absolutely, unconditionally and fully vest in us immediately upon payment being made to the Submitter. In such event, we may in our sole discretion and on a case-by-case basis with such terms and conditions to be prescribed by us and agreed in writing, grant to the Submitter and/or a third party a licence to use and copy the Research Submission.
If you make a Research Submission on behalf of an organisation, you represent and warrant to us that the Submitter (i.e. your organisation) has agreed to these Terms, and that you have the necessary authority to agree these Terms on behalf of the Submitter.
To the extent that the Research Submission contains material that is subject to copyright of a third party, the Submitter represents and warrants to us that it has obtained all necessary licences and consents required for the use of those materials in the manner set out in these Terms (including that we use, reproduce, publish, perform or communicate such copyright works to the public) and that the Submitter has made arrangements for the payment of any royalties or other fees payable in respect of the use of such material. Any purported incorporation of terms embedded in a Research Submission document shall be considered null and void.
The Submitter hereby indemnifies us against all liabilities, claims, costs and expenses (including legal costs) arising out of or in connection with any third party claim, including in relation to any third party Moral Right or other right of integrity, that the adoption, development, implementation, exploitation or other use of the Submitter’s Research Submission by us, our affiliates or stakeholders infringes its Intellectual Property Rights. If the Submitter becomes aware of any such infringement or suspected or potential infringement, it shall notify us as soon as is reasonably practicable and in any event within three (3) days of you becoming aware of such information.
Payment and Assignment
Immediately upon upload of the Research Submission (and prior to any payment contemplated under these Terms) the rights to access and use the Research Submission are licensed to us as set out above.
Upon our review of any Research Submission, we may notify the Submitter to provide further information, data or drafts in hard copy or digital form, as supplementary documentation to support and forming part of the Research Submission.
If we wish to acquire ownership of the Intellectual Property Rights in relation to any Research Submission that carries particular interest to us and/or our affiliates, then we may exercise our unilateral right to do so as provided for in these Terms.
The price for any payment that we make to the Submitter is to be determined in accordance with the Rate Card as set out in pricing terms that we provide to the Submitter. The pricing terms shall include commercial essentials (such as timeframe to deliver, scope, rate card specifics, and pricing details) and may include any supplemental legal provisions that we require, as part of and prior to the Submitter’s acceptance of any offer made by us.
On payment to the Submitter by us:
- as part of the transfer, the Submitter shall ensure that the holder of any Moral Rights does not assert their Moral Rights and, if requested to do so by DFF, the Submitter shall ensure that the holder of such Moral Rights waives such rights and the Submitter shall procure any waivers that we request; and
- all Intellectual Property Rights in the Research Submission (including in respect of all future modifications, adjustments or changes made by the Submitter in connection with the Research Submission) are assigned to us with immediate effect.
Upon the Submitter’s acceptance of our offer made and in accordance with the assignment of Intellectual Property Rights contemplated in these Terms, the Submitter shall, promptly following our notice, at its cost and expense do any act, make any filing or registration, execute and deliver such instruments or other documents (such as deeds, assignment, transfer instruments and any other documents) as may be reasonably required under the laws of any Relevant Jurisdiction (as, in each case, we may reasonably require and in such form as we may reasonably require):
- to protect the exercise of any and all Intellectual Property Rights which are, or are intended to be, assigned and/or transferred in our favour;
- to assign and/or transfer the Intellectual Property Rights which are, or are intended to be, assigned and/or transferred in our favour as contemplated by these Terms in connection with each Research Submission and as may be created under the laws of the Relevant Jurisdiction, in order to enable us to make full and proper use of the Intellectual Property Rights (including assignment and/or transfer to or enforceability against third parties).
Without limitation to the Submitter’s other obligations in these Terms, following the delivery to the Submitter of our notice requesting the same, the Submitter shall, at its cost and expense:
- facilitate and complete the assignment of all Intellectual Property Rights in connection with each Research Submission as contemplated by these Terms, in order to ensure that the assignment requirements are fulfilled in the Relevant Jurisdiction, as are necessary for the Intellectual Property Rights in connection with each Research Submission to vest in us, and the validity and enforceability of such Intellectual Property Rights as against the Submitter or any third party; and
- facilitate the assignment of Intellectual Property Rights as contemplated in these Terms which includes properly taking any and all steps required to assign any Intellectual Property Rights, including the making or the procuring of filings, registrations, notarizations, endorsements, translations, notifications and/or acknowledgments of any document or documents which comprise part or the whole of each Research Submission, and/or any Intellectual Property Rights in connection with each Research Submission.
In relation to the Verified Contributors Program, Relevant Jurisdiction means:
- any jurisdiction in which the Submitter is incorporated or in which the Submitter resides (as applicable);
- any jurisdiction where any Intellectual Property Right is created;
- any jurisdiction where the Submitter conducts the Submitter’s business; and
- the jurisdiction whose laws govern the creation, assignment and/or transfer of any of the Intellectual Property Rights created in or by the Submitter.
If a Submitter chooses to make a Research Submission via the Portal, its participation may be subject to separate terms which the Submitter may need to enter into with the relevant public or private sector entity that is the owner or sponsor of relevance to the Research Submission.
We reserve the right at any time to cancel the Submitter’s access to the Portal and/or terminate at our convenience these Terms as well as any supplemental terms or instrument contemplated under these Terms. In such event, we shall make any outstanding payments for services satisfactorily carried out by the Submitter prior to the effective date of cancellation or termination, on a pro rata basis as may be described in the pricing terms contemplated under these Terms. Where we have already paid fees in advance, the Submitter shall immediately refund such fees.
When we refer to Confidential Information, we mean any information or document in whatever form or format belonging to, in the possession of, or howsoever related to us or our affiliates which has been disclosed or made available, directly or indirectly, to the Submitter, in any manner: (i) which is confidential and proprietary in nature; (ii) which has been designated as confidential by us or our affiliates; or (iii) the unauthorised disclosure of which would, or would be likely to, prejudice our or our affiliates interests, and this includes the content of the pricing terms (including rate cards) contemplated under these Terms and any other instrument contemplated under these Terms.
The Submitter undertakes, for our and our affiliates benefit, to keep all Confidential Information in strictest confidence, including not to disclose the Confidential Information to any third party, not make any copies of the Confidential Information and immediately notify us of any unauthorised use of the Confidential Information of which the Submitter becomes aware.
In making a Research Submission to us, the Submitter agrees that its Research Submission: (a) is an enquiry about its idea or proposal; and (b) does not oblige us to adopt, develop, implement or commercially exploit the Research Submission and we are not obliged to enter into negotiations with you in that regard. We will endeavour to respond to your Research Submission.
We will not have any responsibility or liability for the selection or shortlisting process for any Research Submission, or for information that the Submitter provides through the Portal or that the Submitter shares with any third party (including with the relevant public or private sector entity that is the owner or sponsor of a Verified Contributors Program). We assume no responsibility or liability for any on-boarding, selection, shortlisting or awarding processes in relation to a Research Submission.