PRIZE IDEA COMPETITION AGREEMENT
PLEASE READ THIS CAREFULLY! You (“Developer”) and XPRIZE (“Competition Sponsor”) are entering into this Challenge-Specific Agreement (“CSA”) for this particular prize idea competition (“Competition”) only. In order to participate in this Competition, Developer must accept these terms, and therefore take the time to understand them.
If Developer clicks “Accept” and proceeds to register for this Competition, this CSA will be a valid and binding agreement between Developer and Competition Sponsor. Developer should print and keep a copy of this CSA. No provisions that Developer may have agreed to that are specific to any other individual challenge will apply.
1. Eligibility. In order to compete in the Competition and/or receive: (i) any portion of any Prize Purse; (ii) any other monetary payment; or (iii) any nonmonetary consideration (collectively, “Award”) under this Agreement, Developer must be either a single individual or organized under a single legal entity. Team must be an “Eligible Entity,” defined for the purposes of this Agreement as an entity that is:
I. A single individual (provided that such individual is the only member of the Team);
II. A valid existing legal entity (e.g., corporation, limited liability, sole proprietorship, nonprofit etc.) that is duly organized and in good standing in the jurisdiction of its organization;
III. Organized in a jurisdiction where participation in the Competition is not prohibited;
IV. Organized and operated in such a way that payments in U.S. Dollars may be legally deposited from the United States into a Team bank account. XPRIZE encourages participation by individuals and teams from around the world without regard to race, nationality, politics or ideology. However, United States law prohibits the exchange of services with, or payment of money to, individuals and entities in certain countries. To be eligible, a team must not include any individual or entity organized or with primary residence in Cuba, Iran, North Korea, Sudan, Syria, or where otherwise prohibited by law (See http://www.pmddtc.state.gov/embargoed_countries/);
V. Active in the Competition, meaning that it must not have withdrawn, been terminated, or been disqualified from the Competition; and
VI. In full compliance with the terms and conditions of this Agreement.
2. Submissions. To participate in this Competition, Developer must submit to Competition Sponsor prize idea submission materials ("Submission”), as outlined in the Competition Guidelines for this Competition. By submitting a Submission, Developer thereby agrees to provide reasonable assistance and additional information concerning the Submission to Competition Sponsor, if requested.
3. Acceptance of Submission and License to Use. Competition Sponsor will judge all Submissions against the criteria set forth in the Competition Guidelines and determine, in its sole discretion, which Submission best addresses the Competition Guidelines. Competition Sponsor has absolute and sole discretion to determine whether to accept the Developer Submission, or any Submission, and whether to make a Prize, multiple Prizes or any Prize. The meeting of the Competition Guidelines does not automatically mean that the Submission will be eligible for a Competition prize (“Prize”). Submissions must NOT contain or include ideas, concepts, solutions or technology in respect of which a third party owns or controls the intellectual property. Submissions and descriptions thereof may not include trademarks or trade names of corporations or entities without the permission of their owners.
4. Intellectual Property Representations and Warranties. By entering, Developer represents and warrants that:
I. Developer’s entire Submission is an original work by Developer and Developer has not included third-party content (such as writing, text, graphics, artwork, logos, photographs, dialogue from plays, likeness of any third party, musical recordings, clips of videos, television programs or motion pictures) in or in connection with the Submission, unless (i) otherwise requested by the Competition Sponsor and/or disclosed by Developer in the Submission, and (ii) Developer has either obtained the rights to use such third-party content or the content of the Submission is considered in the public domain without any limitations on use;
II. no person or entity other than Developer has any right, title or interest in any part of the Submission;
III. unless otherwise disclosed in the Submission, the use thereof by Competition Sponsor, or the exercise by Competition Sponsor of any of the rights granted by Developer under this Agreement, does not and will not infringe or violate any rights of any third party or entity, including, without limitation patent, copyright, trademark, trade secret, defamation, privacy, publicity, false light, misappropriation, intentional or negligent infliction of emotional distress, confidentiality, or any contractual or other rights;
IV. Developer has all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that Developer has granted to Competition Sponsor hereunder, including the right for Competition Sponsor to use and develop derivative works of and from the Submission;
V. all persons who were engaged by Developer to work on the Submission or who appear in the Submission in any manner have given Developer their express written consent to submit the Submission for unlimited, royalty- free use, exhibition and other exploitation in any manner and in any and all media, whether now existing or hereafter discovered, throughout the world, in perpetuity; provided written permission to include their name, image or pictures in or with the Submission (or if a minor who is not Developer’s child, Developer must have the permission of their parent or legal guardian) and Developer may be asked by Competition Sponsor to provide permission in writing; no claims for payment of any kind, including, without limitation, for royalties or residuals; no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission; and not been and are not currently under any union or guild agreement that results in any ongoing obligations resulting from the use, exhibition or other exploitation of the Submission;
VI. Developer understands, recognizes and accepts that Competition Sponsor has access to, create or has created materials and ideas which may be similar or identical to the Submission in concept, theme, idea, format or other respects. Developer acknowledges and agrees that Competition Sponsor shall have the right to use such same or similar materials, and that Developer will not be entitled to any compensation arising from Competition Sponsor's use of such materials. In the event that Developer’s entry is identical or similar to the Submission of another Competitor, Competition Sponsor reserves the right, at the sole discretion of Competition Sponsor, to either score one Submission higher than the other subject to the Competition Guidelines or to randomly choose a Submission from all of those submitted which respond to the Competition Guidelines.
5. Rights to Submissions. By entering, Developer agrees that: (i) all Submissions become Competition Sponsor's property and will not be returned; and (ii) Competition Sponsor and its licensees, successors and assignees have the right to use any and all Submissions, and the names, likenesses, voices and images of all persons appearing in the Submission, for future advertising, promotion and publicity in any manner and in any medium now known or hereafter devised throughout the world in perpetuity.
Submission may not be acknowledged and will not be received or held "in confidence." The act of submitting a Submission does not create a confidential relationship or obligation of secrecy between Developer and any of the entities involved in this Competition.
6. Other Contracts, Confidentiality, and Indemnification. Developer agrees that Developer will not disclose to Competition Sponsor any information which Developer is under an existing contractual or other legal obligation to maintain in confidence or otherwise does not have the right to sell or license. Developer agrees that Developer will not discuss any confidential information of Developer’s own, other parties, or Competition Sponsor unless Developer is specifically using the XPRIZE website to do so. Should Developer’s participation in the Competition be found to breach any legal obligations Developer may have with other third parties or in the event of a breach of the confidentiality obligations in this Agreement, Developer agrees to defend, indemnify and hold harmless Competition Sponsor, 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.
7. Changes and Cancellation. Competition Sponsor has the right to make updates and/or make any changes to, or to modify the scope of the Competition Guidelines, Competition Schedule, and Winning Criteria at any time during the Competition. Developers are responsible for regularly reviewing the Competition site to ensure they are meeting all rules and requirements of the Competition. Competition Sponsor has the right to cancel the Competition at any time, without warning or explanation, and to subsequently remove the Prize completely.
8. Consolation Prize. In the case of no winner, Competition Sponsor reserves the right to withhold the Prize amount. In place of the original prize amount, Competition Sponsor may issue a Consolation Prize to the team or individual closest to the winning solution.
9. General Conditions. Competition Sponsor has the right to verify each Developer's eligibility and compliance with this Agreement. Competition Sponsor has the right to enforce the terms and conditions hereof directly against Developer. Participation is conditioned on providing the data required in the online registration form. Developers should direct any request to access, update, or correct information to Competition Sponsor. Competition Sponsor is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
10. Multiple Registration. Developers should not register with multiple e-mail and/or street addresses. In the event of a dispute as to any Submission, the authorized account holder of the email address used to enter will be deemed to be the person who submitted the Submission. The authorized "account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address.
11. Related Costs. Developer is responsible for any related costs to complete activities related to solving the Competition. Developer is responsible for obeying any local, national, and international laws in undertaking any activities related to solving the Competition.
12. Insurance. Developer is responsible for obtaining any insurance related to activities performed to solve the Competition. Developer is responsible for truthful representation of all activities undertaken to solve the Competition; Competition Sponsor reserves the right, at any time, to verify such activities;
13. Miscellaneous. Developer is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the Competition; Competition Sponsor is not responsible for calculating results, but reserves the right, at any time, to verify such information; Developer is responsible for completing registration and submitting Submissions by the dates outlined in the Competition Guidelines; Competition Sponsor is not required to accept late registrations or late Submissions; Competition Sponsor is not liable for any activities undertaken to solve the Competition; and Competition Sponsor has the right to disqualify an individual from the Competition at any time.
14. Additional Representations and Warranties. Developer represents and warrants that:
All information provided by Developer regarding Developer and, if applicable, its business ("Competitor Information") is true, accurate, current, and complete information and Developer will maintain and update the Competitor Information to keep it true, accurate, current and complete. If Developer is an individual representing a business or other entity, Developer is authorized to enter into this Agreement on behalf of that business or entity. Unless otherwise disclosed in the Submission, Developer is the owner of the Submission and the Submission does not infringe or violate any patent, copyright, trade secret, trademark or other third- party intellectual property right. Developer has the right to grant the license in the Submission as required by Section 3 of this Agreement.
A breach of this Agreement may result in irreparable harm to Competition Sponsor and a remedy at law for any such breach will be inadequate, and in recognition thereof, Competition Sponsor will be entitled to injunctive and other equitable relief to prevent any breach or the threat of any breach of this Agreement by Developer without showing or proving actual damages.
This Agreement will inure to the benefit of, and be binding upon, the parties, together with their respective representatives, successors, and assigns, except that Developer may not assign this Agreement without the consent of Competition Sponsor. Competition Sponsor may assign this Agreement in its discretion.
This Agreement will be governed by, and construed in accordance with, the laws of the State of California without reference to its conflict of laws provisions. With respect to any dispute arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the federal and state courts located in Los Angeles County, California.
This Agreement may not be amended or modified unless mutually agreed upon in writing by the parties and no waiver will be effective unless signed by the party from whom such waiver is sought. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.
If any provision of this Agreement is held invalid by any court of competent jurisdiction, such invalidity will not affect the validity or operation of any other provision, and the invalid provision will be deemed severed from this Agreement.
This Agreement is the entire agreement concerning the subject matter hereof. It supersedes all prior and contemporaneous agreements, assurances, representations, and communications between the parties.