Terms of Use

Research and Development Agreement Between Designer and Uni-Orange

【Last Revised on September 01, 2016】

                        

THIS AGREEMENT (“Agreement”), which comprises the full and complete agreement of the Parties hereto, is entered by and between 【Uni-Orange Design Co., Ltd.】, a limited liability company incorporated under law of People’s Republic of China, with an office located at 【Twenty-One Century Plaza, A Building, 6 Floor, Chaoyang District, Beijing, China】, for itself and its wholly owned subsidiaries (“Company”), and you (“Designer”). Company and Designer are sometimes referred to hereinafter individually as a “Party” or collectively as the “Parties”.

 

WHEREARS, Company is engaged in the business of building a comprehensive industrial design solution provider, which is dedicated to connect industrial designers to firms or individuals that have encountered obstacles in their industrial projects, and in the course of such operations, regularly and customarily provides professional evaluation service, project organizational service, online design software and environment service, payment escrow service, and so on.

 

WHEREARS, Designer, as an entity or individual who possesses expertise, professional knowledge or experience, would like to submit proposal(s) to the tasks or challenges designated by Company , therefore serve as a sub-contractor in the tasks or challenges, in which Company serves as the General Contractor.

 

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:

 

1.    PURPOSE AND SCOPE

The purpose of this Research and Development Agreement is to set forth the intellectual property protection and responsibilities of the parties associated with their collaboration on the Company’s website and offline. This Research and Development Agreement will merely serve as a sample of the ultimate agreement agreed between both parties, which will be discussed and confirmed after negotiations. It does not include terms and conditions, scope of work, and other provisions that shall be stipulated in the final agreement between both parties.

 

2.    RESPONSIBILITY OF DESIGNER

Designer acknowledges that, he or she is not a minor(s) (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law.

Designer guarantees that, forming the Research and Development agreement with Uni-Orange does not breaching any law, statute, or regulation of his or her jurisdiction.

Designer understands that, once you have chosen the cooperation methods and payment option listed on Company’s website, you are reaching an agreement with regard to the same corresponding cooperation and payment terms.

Designer understands that, the cooperation between Designer, Company and Client may require Designer to transfer and license, in royalty-free and irrevocable manner, the intellectual property rights associated with the proposal Designer provides. Designer guarantees that at the time of he or she submits the proposal to Client’s task or challenges, he or she agrees to transfer and license the intellectual property rights associated with the proposal Designer provides, and the transfer and license does not violate any law, regulation, or any other statutory rules in any jurisdictions, nor does the transfer and license infringe any third-party rights, nor does the transfer and license needs no consents, approvals or notice from any third parties, including, but not limited to Designer’s former and current employer, or anyone collaborated or collaborating with Designer, or any governmental body and business entity which are entitled to rights associated with the intellectual property rights associated with the proposal Designer provides. Designer also guarantees that he or she has obligation to inform Company any lien, mortgage, or any security interest in the intellectual property rights associated with the proposal Designer provides, and any intellectual property license such proper needs. Designer agrees, he or she shall be liable in the event that he or she does not fulfill obligation in this clause.

Additionally, Designer agrees that for a period of certain days agreed by both parties from the time point that he or she submit proposal responding to Client’s task or challenge to the time point that Company makes decision whether or not to accept the proposal (“Reserve Period”), he or she will not transfer, license, grant, or assign any intellectual property rights associated with the proposal, nor apply such intellectual property rights to any other industrial use under any circumstances.

 

4.    INTELLECTUAL PROPERTY PROTECTION

Designer agrees that, he or she accepts all the terms in the “Intellectual Property Policy” (Hereinafter “the IP Policy”), listed on the Site, and agrees that the IP Policy shall be a part of this agreement.

Designer agrees that, he or she is entitled to choose the intellectual property legal and administrative service listed on the Site, in doing so, he or she simultaneously agrees the pricing, delivering, indemnification and disclaimer arrangement listed “as is” on the Site.

 

5.    CONFIDENTIALITY

During the terms of this Agreement and at all time thereafter:

Designer agrees that, without prior written consent of disclosing party, he or she will not disclose to any third party nor use for any purpose other than for the performance of this agreement, any confidential information.

Upon termination or expiration of this Agreement, or earlier upon the request of the disclosing party, a receiving party shall return all Confidential Information within its possession or control to the disclosing party, including all copies thereof in any media, and shall purge any electronic copies thereof from any electronic storage device.

Each party acknowledges that any breach of its obligations hereunder with respect to the Confidential Information of the other party may cause the other party immediate and irreparable injury for which there are inadequate remedies at law and, notwithstanding anything in this Agreement to the contrary, that the other party may be entitled to seek equitable relief, to recovery of its reasonable attorneys' fees and other reasonable costs associated with any such proceeding, and to all other remedies available to it.

 

6.   PAYMENT AND TAXES

a.   General

In Consideration of the services and any right transferred, assigned or granted to Designer under this Agreement, Designer shall pay Company the fees as listed in Company’s website or notice sent by Company via the form of email or other electronic or paper forms.

If the task or challenge Client accepts your proposal, certain award, or bounty, specified in Company’s website shall be paid to you within certain days specified by Company, after the completion of notification and verification procedures. The award will be paid to you in RMB Yuan or US Dollars, or your local currency, to the your designated bank account by wire transfer.  

b.   Taxes

Designer understands and acknowledges that, according to the law, regulation or statute stipulated by People’s Republic of China, withholding tax issues might arise out of the transaction undertakes between Designer and Company.

Designer understands and acknowledges that, he or she shall be responsible for reporting all applicable taxes to his or her local tax regulatory bodies.

 

7.  MISCELLANEOUS

a.   Severability

      Should any provision of this Agreement be determined to be illegal or unenforceable, such determination shall not affect the remaining provisions of this Agreement.

b.  Assignment

Neither Party shall assign this Agreement without the other Party’s consent, such consent not to be unreasonably withheld, and any purported assignment or attempt to do so shall be void and of no effect.

c.   Force Majeure

Neither Party shall be liable for any delays or failures in performance due to circumstances beyond its control which could not be avoided by the exercise of due care.

d.   Dispute Resolution

The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of the relevant parties, such dispute shall be referred to and finally settled by arbitration at the China International Economic and Trade Arbitration Commission (“CIETAC”). The prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

e.   Governing Law

This Agreement shall be governed in all respects by the laws of People’s Republic of China without regard to conflicts of law principles.

f.   Effectiveness

Each party agrees that, by clicking the acceptance of above agreement, or by using Company’s service in regard to the above mentioned need of Designer. Designer acknowledges that he or she has read all of the terms and conditions of this agreement, and agree to be legally bound by them. This Agreement shall be effective upon the date of the click. You shall cease the use of Company service if you choose not to be bound by the terms and conditions listed above.

General Contractor Agreement Between Client and Uni-Orange

【Last Revised on September 01, 2016】

 

THIS AGREEMENT (“Agreement”), which comprises the full and complete agreement of the Parties hereto, is entered by and between 【Uni-Orange Design Co., Ltd.】, a limited liability company incorporated under law of People’s Republic of China, with an office located at 【Twenty-One Century Plaza, A Building, 6 Floor, Chaoyang District, Beijing, China】, for itself and its wholly owned subsidiaries (Hereinafter “Company”),and you (Hereinafter “Client”). Company and Client are sometimes referred to hereinafter individually as a“Party” or collectively as the “Parties”.

 

WHEREARS, Company is engaged in the business of building a comprehensive industrial design solution provider, which is dedicated to connect industrial designers to firms or individuals that have encountered obstacles in their industrial projects, and in the course of such operations, regularly and customarily provides professional evaluation service, project organizational service, online design software and environment service, payment escrow service, and so on.

 

WHEREARS, Client, as an entity or individual who has encountered obstacles in its industrial project, is willing to post a task or challenge at Company’s website, and will retain Company as a general contractor for the task or challenge.

 

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:

 

1.    PURPOSE AND SCOPE

The purpose of this General Contractor Agreement is to set forth the intellectual property protection and responsibilities of the parties associated with their collaboration on the Company’s website and offline. This General Contractor Agreement will merely serve as a sample of the ultimate agreement agreed between both parties, which will be discussed and confirmed after negotiations. It does not include terms and conditions, scope of work, and other provisions that shall be stipulated in the final agreement between both parties.

 

2.    RESPONSIBILITY OF CLIENT

Client acknowledges that, he or she is not a minor(s) (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law.

Client guarantees that, forming the General Contractor agreement with Uni-Orange does not breaching any law, statute, or regulation of his or her jurisdiction.

 

3.    INTELLECTUAL PROPERTY PROTECTION

Client agrees that, he or she accepts all the terms in the “Intellectual Property Policy” (Hereinafter “the IP Policy”), listed on the Site, and agrees that the IP Policy shall be a part of this agreement.

Client agrees that, he or she is entitled to choose the intellectual property legal and administrative service listed on the Site, in doing so, he or she simultaneously agrees the pricing, delivering, indemnification and disclaimer arrangement listed “as is” on the Site.

 

4. CONFIDENTIALITY

During the terms of this Agreement and at all time thereafter:

Client agrees that, without prior written consent of disclosing party, he or she will not disclose to any third party nor use for any purpose other than for the performance of this agreement, any confidential information.

Upon termination or expiration of this Agreement, or earlier upon the request of the disclosing party, a receiving party shall return all Confidential Information within its possession or control to the disclosing party, including all copies thereof in any media, and shall purge any electronic copies thereof from any electronic storage device.

Each party acknowledges that any breach of its obligations hereunder with respect to the Confidential Information of the other party may cause the other party immediate and irreparable injury for which there are inadequate remedies at law and, notwithstanding anything in this Agreement to the contrary, that the other party may be entitled to seek equitable relief, to recovery of its reasonable attorneys' fees and other reasonable costs associated with any such proceeding, and to all other remedies available to it.

 

5. PAYMENT AND TAXES

a.   General

In Consideration of the services and any right transferred, assigned or granted to Client under this Agreement, Client shall pay Company the fees as listed in Company’s website or notice sent by Company via the form of email or other electronic or paper forms.

b.    Taxes

Client understands that, according to the law, regulation or statute stipulated by People’s Republic of China, Client shall be responsible for payment of all applicable taxes and fees that may arise from the transaction undertakes via Company’s platform, or via offline channels related to the platform.

 

6.  MISCELLANEOUS

a.   Severability

Should any provision of this Agreement be determined to be illegal or unenforceable, such determination shall not affect the remaining provisions of this Agreement.

b.   Assignment

Neither Party shall assign this Agreement without the other Party’s consent, such consent not to be unreasonably withheld, and any purported assignment or attempt to do so shall be void and of no effect.

c.   Force Majeure

Neither Party shall be liable for any delays or failures in performance due to circumstances beyond its control which could not be avoided by the exercise of due care.

d.  Dispute Resolution

The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of the relevant parties, such dispute shall be referred to and finally settled by arbitration at the China International Economic and Trade Arbitration Commission (“CIETAC”). The prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

e.   Governing Law

This Agreement shall be governed in all respects by the laws of People’s Republic of China without regard to conflicts of law principles.

f.   Effectiveness

Each party agrees that, by clicking the acceptance of above agreement, or by using Company’s service in regard to the above mentioned need of Client, Client acknowledges that he or she has read all of the terms and conditions of this agreement, and agree to be legally bound by them. This Agreement shall be effective upon the date of the click. You shall cease the use of Company service if you choose not to be bound by the terms and conditions listed above.

Intellectual Property Policy
Date of Last Revision: September 01, 2016
 
 
The core mission of Uni-Orange Design Co., Ltd (Hereinafter “Uni-Orange”) is to globally connect Designers  resources to industrial customers by establishing www.uni-orange.com (Hereinafter “the Site”), allowing Task and Challenge Clients (Hereinafter“Clients”) to list their problems on the Site, and will allow Designers to see the problems, thus be able to submit solving proposal accordingly. Uni-Orange aims to advance, preserve and disseminate knowledge through the undertaking. To achieve its goal, Uni-Orange seeks to protect the intellectual property rights of the Designers using the Site’s services, whilst at the same time protect its own intellectual property rights in providing services to Clients and Designers (Hereinafter “Users”).
 
The Intellectual property policy, hereinafter referred to as the “Policy”, recognizes that in using the Site’s service, Users might use or disclose their intellectual property right or trade secret, whilst in providing service to Users, the Site also uses content or technology which belongs to the Site in terms of intellectual property protection. Based on the aforementioned concerns, the Site hereby provides a policy for protecting all parties’ intellectual property rights and trade secret. By using the Site service, Users agrees that they are legally bind by the policy.
 
2.    Intellectual Property Rights of the Site
a.    The copyright and trademark rights of any logo, layout, text, pictures, graphic sand other content shown in the Site or provided by the Site belongs to Uni-Orange. Without express written consent given by Uni-Orange, or agreed by Uni-Orange otherwise, the above content and information shall not be published or used directly or indirectly, or be revised, published or in any other forms used for commercial, research, or any other purposes.
b.    The patent right or copyright of the software provided in the Site’s service belongs to Uni-Orange or third-party supplier. Without express written consent given by Uni-Orange, or agreed by Uni-Orange otherwise, the software shall not be copied, reverse engineered, licensed or used by Users. 
 
3.    Intellectual Property Rights of the Users
a.    Uni-Orange will protect the copyright integrity of information, idea, designs and proposals published by Users on the Site. Uni-Orange acknowledges that Users are the author and owner of the copyright associated with the information, idea, designs and proposals published by Users on the Site. By publishing, Users grant Uni-Orange a license to copy, distribute, reproduce, broadcast, transmit, hyperlink, and mirror the information, idea, designs and proposals on the Site and via any other media forms, for both commercial and research use, free of charge. 
b.    Uni-Orange will protect the trademarks and trade names of Users of the Site. Uni-Orange acknowledges that: Users’ access to the Site shall not be construed as granting, implicating, or licensing any right to use the trademarks and trade names of Users for commercial purposes except on the Site. Users acknowledge and hereby grant: By using the Service of the Site, Users grant Uni-Orange an irrevocable and non-exclusive license to use the trademark and trade name thereof on the Site.
c.    Uni-Orange acknowledges that, in publishing information on the Site, submitting proposals to Task and Challenges, communicating with the personnel of the Site, or conducing design behavior using software provided by the Site, Designers might disclose patentable knowledge and technical know-how to the Site. The Site promises that it will not usurp such knowledge and know-how to obtain any proprietary intellectual property rights, and will provide effective protection mechanism to guarantee the safety of the knowledge and knowhow, specified in Article 4 of this policy.
d.    When Users publish information on the Site, they shall ensure that they are legally entitled to conduct such behavior in terms of intellectual property rights ownership and licensing. If the materials infringe any third party's Intellectual Property rights, the said Users shall take full responsibility and the Site does not assume any liability. Meanwhile, the Site reserves the right to remove the information and block Users’account(s) accordingly and in case of any damage or loss to the Site or any third party arising from the above infringement, corresponding User shall be liable.
 
4.    Protection Mechanism
a.    The Site is entitled to review all the materials published by Users on the Site, and to delete or block any materials or accounts it deems infringement of intellectual property rights of the Site or third parties.
b.    When a User or a third party finds infringement of his or her intellectual party on the Site, he or she shall submit complaint to Uni-Orange immediately using the contact information or messaging feature of the Site, attaching relevant valid evidence, including but not limited to:
(a)  Proof of the ownership of the Intellectual Property Rights allegedly infringed;
(b)  Proof of identity and contact information;
(c)  Proof of the infringement;
(d)  Documents requested by the Site;
(e)  Other relevant valid documents and evidence.
Uni-Orange will respond to above complaint within 5 working days after the complaint reaches Uni-Orange.
c.    Uni-Orange will cooperate with governmental bodies, judicial bodies, administrative authorities, law firms, investigation companies and other public or private organizations in various jurisdiction to protect the intellectual property rights of Users and third-parties. Uni-Orange may offer legal service on the Site, including but limited to: intellectual property rights searching intellectual property rights registration, investigation, negotiation, litigation, arbitration, mediation, enforcement facilitating, and services in other legal proceedings. Users and Third-Parties may choose to use such services on the Site.
d.    Uni-Orange is committed to establishing rigorous internal control mechanisms, e.g., information security, privilege management module in order to ensure that the IP rights of the information submitted by the Users are well protected.
 
5.    Miscellaneous
If this policy conflicts with the agreement Users otherwise agrees with the Site, (e.g 《Research & Development Agreement or 《General Contractor Agreement》) such agreement shall control.
Privacy Policy
Date of Last Revision: September 01, 2016
 
When you use Uni-Orange services, you trust us with your information. This Privacy Policy is meant to help you understand what data we collect, why we collect it, and what we do with it.
We hope you will take time to read it carefully.
 
There are many different ways you can use our services, to search Client and Designer, or to create tasks or challenges, meanwhile, you are sharing information with us. For example, by listing a task of challenge for your company, or submitting a proposal to a Client. We can make those services even better, to help you to connect with Clients and designers quicker and easier. As you use our services, we want you to be clear how we are using information and the ways in which you can protect your privacy.
 
1.    Information we collect
We collect information to provide better services to all of our users, from figuring out which industry you are in, to more complex things like which technical skill you are good at, or which kind of tasks or challenges you tend to focus on.

We collect information in the following ways:

a.    Information you give us 
For example, most of our services require you to sign up for a Uni-Orange Account. When you do, we’ll ask for personal information, like your name, email address, telephone number, company name, affiliations or credit card information to store in our server at global locations. If you want to take full advantage of features we offer, we might also ask you to create a publicly visible Uni-Orange profile, which may include your and your company name and photo.
b.    Information we get from your use of our services 
We collect information about the services that you use and how you use them, like you use the design software in Uni-Orange or view and interact with Clients and Designers. This information includes, but not limited to:
(a)    Log information
When you use our services or view content provided by Uni-Orange, we automatically collect and store certain information in server logs. This includes details of how you used our service, such as your search queries, internet protocol address (IP Address), device event information such as crashes, system activity, hardware settings, browser type, the date and time of your use of our website, cookies that may uniquely identify your browser or your Uni-Orange account, and location information.
When you use Uni-Orange services, we may collect and process information about your actual location. We use various technologies to determine location, including IP address, GPS, and other sensors that may, for example, provide Uni-Orange with information on nearby devices.

(b)   Local storage

We may collect and store information (including personal information) locally on your device using mechanisms such as browser web storage (including HTML 5) and application data caches.

(c)    Cookies and similar technologies
We and our partners use various technologies to collect and store information when you visit a Uni-Orange service, and this may include using cookies or similar technologies to identify your browser or device. We also use these technologies to collect and store information when you interact with services we offer to our partners.
 
2.    How we use information we collect
We use the information we collect from all of our services to provide, maintain, protect and improve them, and to protect Uni-Orange and our users.
We may use the name you provide for your Uni-Orange Profile across all of the services we offer that require a Uni-Orange account. In addition, we may replace past names associated with your Uni-Orange account so that you are represented consistently across all our services. If other users already have your email, cell phone number, or other information that identifies you, we may show them your publicly visible Uni-Orange Profile information, such as your name and photo.
If you have a Uni-Orange account, we may display your profile name and profile photo in our services, including displaying in commercial contexts. We will respect the choices you choose not to share your personal information associated with your Uni-Orange Account.
When you contact Uni-Orange, we keep a record of your communication to help solve any issues you might be facing. We may use your email address and cell phone number to inform you about our services, such as letting you know about upcoming changes or improvements.
Uni-Orange processes personal information on our servers in many countries around the world. We may process your personal information on a server located outside the country where you live.
 
3.    Transparency and choice
Different people have different privacy concerns. Our goal is to be clear about what information we collect, so that you can make meaningful choices about how it is used. For example, you can:
a. Review and update your Uni-Orange activity controls to decide what types of data, such as Clients and designers you have watched or communicated with, what information you would like to save with your account when you use Uni-Orange services;
b. Review and control certain types of information tied to your Uni-Orange account by using Uni-Orange Dashboard;
c. View and edit your preferences about the information shown to you, such as which categories of industry might interest you;
d. Adjust how the profile associated with your Uni-Orange account appears to others.
You may also set your browser to block all cookies, including cookies associated with our services, or to indicate when a cookie is being set by us. However, it’s important to remember that many of our services may not function properly if your cookies are disabled. For example, we may not remember your language preferences.
 
4.    Accessing and updating your personal information
Whenever you use our services, we aim to provide you with access to your personal information. If that information is wrong, we strive to give you ways to update it quickly or to delete it – unless we have to keep that information for legitimate business or legal purposes. When updating your personal information, we may ask you to verify your identity before we can act on your request.
 
5.    Information we share
We do not share personal information with companies, organizations and individuals outside of Uni-Orange unless one of the following circumstances applies:
a.      With your consent
We will share personal information with companies, organizations or individuals outside of Uni-Orange when we have your consent to do so. We require opt-in consent for the sharing of any sensitive personal information.
b.     For external processing
We provide personal information to our affiliates or other trusted businesses or persons to process it for us, based on our instructions and in compliance with our Privacy Policy and any other appropriate confidentiality and security measures.
c.      For legal reasons
We will share personal information with companies, organizations, governmental bodies or individuals outside of Uni-Orange if we have a good-faith belief that access, use, preservation or disclosure of the information is reasonably necessary to:
(a)   meet any applicable law, regulation, legal process or enforceable governmental request;
(b)   enforce applicable Terms of Service, including investigation of potential violations;
(c)   detect, prevent, or otherwise address fraud, security or technical issues;
(d)   protect against harm to the rights, tangible property, intellectual property or safety of Uni-Orange, our users or the public as required or permitted by law.
We may share non-personally identifiable information publicly and with our partners or potential partners – like Finders. For example, we may share information publicly to show trends about the general use of our services.
If Uni-Orange is involved in a merger, acquisition or asset sale, we will continue to ensure the confidentiality of any personal information and give affected users notice before personal information is transferred or becomes subject to a different privacy policy.
 
6.    Information security
We work hard to protect Uni-Orange and our users from unauthorized access to or unauthorized alteration, disclosure or destruction of information we hold. In particular:
a.    We encrypt many of our services using SSL and HTTPS technology;
b.    We offer you two step verification when you access your Uni-Orange Account;
c.    We review our information collection, storage and processing practices, including physical security measures, to guard against unauthorized access to systems;
d.    We restrict access to personal information to Uni-Orange employees, contractors and agents based on need-to-know basis, the access is subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.
 
7.    When this Privacy Policy applies
Our Privacy Policy applies to all of the services offered by Uni-Orange Co., Ltd. and its affiliates.
Our Privacy Policy does not apply to services offered by other companies or individuals, including products or sites that may be displayed to you on webpages that may include Uni-Orange services, or other webpages linked from our services. Our Privacy Policy does not cover the information practices of other companies and organizations who advertise our services, and who may use cookies, pixel tags and other technologies.
 
8.    Compliance and cooperation with regulatory authorities
We regularly review our compliance with our Privacy Policy. We also adhere to several self-regulatory frameworks. When we receive formal written complaints, we will contact the person who made the complaint to followup. We work with the appropriate regulatory authorities, including local governmental authorities, to resolve any complaints regarding the transfer of personal data that we cannot resolve with our users directly.
 
9.    Changes
Our Privacy Policy may change from time to time. We will not reduce your rights under this Privacy Policy without your explicit consent. We will post any privacy policy changes on this page and, if the changes are significant, we will provide a more prominent notice (including, for certain services, email notification of privacy policy changes). We will also keep prior versions of this Privacy Policy in an archive for your review.
We promise to keep your personal information private and safe, and serve you better.
 

Terms of Use
Date of Last Revision: September 01, 2016
 
Please print this Terms of Use for your records.
This agreement was written in Chinese(Simplified). To the extent any translated version of this agreement conflicts with the Chinese version, the Chinese version controls.
 The following describes the terms applicable to the use of the www.uni-orange.com (Hereinafter the “Site”). Your use of the Site forms a legally binding contract with Uni-Orange Design Co., Ltd. a limited company incorporated in People’s Republic of China (Hereinafter  “Uni-Orange”or “us”) based on these Terms of Use. If you have registered as a Designer, you will be bound to these Terms of Use as well as additional terms in any applicable R&D Agreement provided by the Site. 
 
PLEASE READ THE FOLLOWING CAREFULLY:

If you do not accept the Terms of Use as stated here, do not use the Site. Uni-Orange may revise these Terms of Use at any time by posting an updated version to this Web page.


1.  Introduction 
This Site provides a service("Service(s)") whereby entities with companies, professionals, technical, engineering, scientific, logistical, or manufacturing problems("Clients") may post such problems and may offer a payment amount("Awards") for solutions submitted by Designers for a specific Uni-Orange Task or Challenge via the website (“Proposals”), which the Clients deems acceptable ("Accepted Proposals") based upon the structure of the task or challenge.
Clients may be commercial enterprises, not-for-profit organizations, other entities, or individuals. 
Different Clients’ needs have differing levels of difficulty, and information required from Designers. Based on the level of difficulty and other factors of the need, Uni-Orange differentiates the needs as tasks or Challenges. Uni-Orange takes the Tasks or Challenges as a General Contractor, and will allocate the Tasks or Challenges to designer(s).

Uni-Orange desires to make your use of this Site enjoyable, and will endeavor to keep postings related to the results of Proposals 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 Proposal for a Uni-Orange Task or Challenge that may have a recently accepted proposal, and for which the award has already been paid, and for which we have not yet updated the Site to reflect such payment.
 
2.  Availability
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. 
Please make sure that you are not breaching any law, statute, or regulation of your jurisdiction by using this site. Uni-Orange may cooperate with governmental authorities to supervise the your undertaking on the Site, and Uni-Orange reserves the right to recover any loss, caused by your breach of law, statute or regulation, via channels including but not limited to litigation, arbitration, mediation and legal enforcement action.
 
3.  Designer Registration
To be eligible to solve Uni-Orange Tasks or Challenges and access information in the Project Rooms, you must register as a Designer and agree to the additional terms and conditions set forth in the Designer Agreement that may be applicable to individual Uni-Orange Tasks or Challenges.
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 Designer. You may not disclose or share your password to any third parties or use your password for any unauthorized purposes. You agree to notify Uni-Orange at 3 days after you discover 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). You may cancel your registration at any time by contacting us using the contact information listed on our website.
 
4.  Third Party’s Information
Uni-Orange does not guarantee the accuracy of the Site or ownership of any information in a Uni-Orange Task or Challenge Statement or the availability of any Award, unless otherwise stated in a Uni-Orange Task or Challenge Statement.
While Uni-Orange believes such information to be posted in good faith, Uni-Orange does not control the information provided by others that is made available through the Site. Other user’s information may be inaccurate or false.
If you have a dispute with another user of the Services, you hereby release Uni-Orange from all claims of any kind arising out of such dispute.
 
5.  Your Information
You may have the opportunity to communicate with other users. Any information you provide to Uni-Orange or other users during your registration or use of the Services, in any public or private message areas, through any features of the Site, 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 Proposals.
Uni-Orange acts merely as a conduit for the distribution and/or publication of that information.
Uni-Orange reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if Uni-Orange believes information is inappropriate for the Site or the Services, may create liability for Uni-Orange,or may cause Uni-Orange 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 true and accurate and will not, to the best of your knowledge:  
(a) infringe any third party’s copyright, trademark, patent, trade secret or other proprietary rights or rights of publicity or privacy;
(b) violate any law, regulation, or statute (including but not limited to export control, consumer protection, unfair competition or false advertising);

(c) be slanderous or libelous, unlawfully threatening, or unlawfully harassing; or

(d) upload viruses, malicious code or any other materials prohibited by any laws, regulations and statutes of People’s Republic of China and United States.

You may be asked to make legally binding warranties and representations to Uni-Orange and the Client in relation to a proposal that you submit.
b.   Privacy.
Uni-Orange will only use your information in accordance with its Privacy Policy as posted on the Site.
 
6.   Additional Conditions Regarding Proposals
If you submit a proposal in response to a Uni-Orange Task or Challenge, you agree that you are the owner of any intellectual property rights associated with the submitted proposal and that you are legally entitled to make the disclosure and to convey the information of the intellectual property rights being offered to the Client. 
If you offer Client to transfer the ownership or license the use of the intellectual property associated with your proposal, you shall guarantee that you are entitled to make such offer, according to the law of your jurisdiction and the Client’s jurisdiction, you may consult us or use our additional service to verify your entitlement.

You also agree that your proposal is subject to the additional terms and conditions in any applicable R&D Agreement or any other legal binding documents associated with Uni-Orange Task or Challenge.


7.  Ownership and Limited License
a. Uni-Orange shall retain all ownership of the content of the Site and all content generated by it that is displayed on the Site. Uni-Orange grants you a nonexclusive, revocable right to use the Site provided that you do not
(a) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code;
(b) 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 Uni-Orange 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 Uni-Orange. Unless agreed otherwise by Uni-Orange, 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 Task or 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, web crawlers 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 Uni-Orange.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including Task or Challenge descriptions, images, text, page layout, or form) of Uni-Orange without express written consent.
You may not use any meta tags or any other "hidden text" utilizing Uni-Orange's name or trademarks without the express written consent of Uni-Orange.
Any unauthorized use terminates the permission or license granted by Uni-Orange. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the homepage of Uni-Orange.com so long as the link does not portray Uni-Orange, or its products or services in a false or misleading manner. You may not use any Uni-Orange logo or other proprietary graphic or trademark as part of the link without express written consent of Uni-Orange.

8.  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 of the Site.
You agree not to take any action (including but not limited to, 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 files or content that contain material that violates the intellectual property rights of any third party.
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, and Uni-Orange expressly disclaims any liability or responsibility thereof.
You hereby acknowledge that, should your behavior breach any rules above mentioned. Your account and the information you publish on the Site is subject to removal by Uni-Orange at anytime Uni-Orange deems appropriate. Uni-Orange does not have obligation to notify you about such removals.
 
 
9.  Other Contracts, Confidentiality, and Indemnification
You agree that you will not disclose to Uni-Orange or its affiliates, or to any Client, 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 Client related to any Uni-Orange Challenge. All information in your proposal 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 11, you agree to defend,indemnify and hold harmless Uni-Orange and Clients, 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.
 
10.  Third-Party Web Site Links
The Site may contain links to Websites operated by parties other than Uni-Orange. Such links are provided for reference only and Uni-Orange does not control such websites and is not responsible for their contents. Uni-Orange's inclusion of links to such websites does not imply any endorsement of the material on such websites or any association with their operators.
 
11.  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 Uni-Orange. This agreement shall have no third party beneficiaries, other than certain Clients in accordance with the terms of the applicable R&D Agreement.
 
12.  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 Uni-Orange or its Clients and protected by People’s Republic of China and international copyright laws. The compilation of all content on this site is the exclusive property of Uni-Orange and protected by People’s Republic of China and international copyright laws. All software used on this site is the property of Uni-Orange or its software suppliers and protected by People’s Republic of China and international copyright laws.
 
13. Miscellaneous
a.    Severability
Should any provision of this Term of Use be determined to be illegal or unenforceable, such determination shall not affect the remaining provisions of this Term of Use.
b.    Assignment
Neither Party shall assign this Term of Use without the other Party’s consent, such consent not to be unreasonably withheld, and any purported assignment or attempt to do so shall be void and of no effect.
c.    Force Majeure
Neither Party shall be liable for any delays or failures in performance due to circumstances beyond its control which could not be avoided by the exercise of due care.
d.    Dispute Resolution
The parties agree to negotiate in good faith to resolve any dispute between them regarding this Term of Use. If the negotiations do not resolve the dispute to the reasonable satisfaction of the relevant parties, such dispute shall be referred to and finally settled by arbitration at the China International Economic and Trade Arbitration Commission (“CIETAC”). The prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
e.    Applicable Law
This Term of Use shall be governed in all respects by the laws of People’s Republic of China without regard to conflicts of law principles.
f.     Effectiveness
This Term of Use shall be effective upon the date of the first time your use the Website.