Designing An Abundant Clean Energy XPRIZE Competition Competitor Agreement

Designing the Abundant Clean Energy XPRIZE Competition Challenge-Specific Agreement

Please Read This Carefully! You and XPRIZE are agreeing to a Challenge-Specific Competitor Agreement for this particular XPRIZE Challenge only. This XPRIZE Challenge requires that you accept these special terms, so please take the time to understand them.

If you click "I agree" and proceed to register for this XPRIZE Challenge, this Challenge-Specific Agreement ("CSA") will be a valid and binding agreement between you and XPRIZE and in addition to the existing HeroX Terms of Use for all purposes relating to this XPRIZE Challenge. Please print and keep a copy of this CSA. No provisions you may have agreed to that are specific to any other individual XPRIZE Challenge will apply. Challenge Sponsor here in known as “XPRIZE” for this agreement only.

1. Submissions. As a Competitor, you may submit to XPRIZE your Submission for the Abundant Clean Energy Competition Design Challenge to which this CSA relates. By submitting your Submission you thereby agree to provide reasonable assistance and additional information concerning your Submission to XPRIZE, if requested.
2. Acceptance of Submission and License to Use. Challenge Sponsor will notify you if your Submission has been selected by Challenge Sponsor for a Prize according to the Challenge Schedule set forth in the Challenge Guidelines. Challenge Sponsor will judge all Submissions against the criteria set out in the Challenge Guidelines and determine, in its sole discretion, which Submission best addresses the Challenge Guidelines. Challenge Sponsor has absolute and sole discretion to determine whether to accept your Submission, or any Submission, and whether to make a Prize, multiple Prizes or any Prize. The meeting of the Challenge Guidelines does not automatically mean that the Submission will be eligible for a 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. By entering, you represent and warrant that:
   1. your entire Submission is an original work by you and you have 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 your Submission, unless (a) otherwise requested by the Challenge Sponsor and/or disclosed by you in your Submission, and (b) you have 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;
   2. no person or entity other than you has any right, title or interest in any part of your Submission;
   3. unless otherwise disclosed in the Submission, the use thereof by Challenge Sponsor, or the exercise by Challenge Sponsor of any of the rights granted by you 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;
   4. you have all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that you have granted to Challenge Sponsor hereunder, including the right for Challenge Sponsor to use and develop derivative works of and from the Submission;
   5. all persons who were engaged by you to work on the Submission or who appear in the Submission in any manner have:

1. provided written permission to include their name, image or pictures in or with your Submission (or if a minor who is not your child, you must have the permission of their parent or legal guardian) and you may be asked by Challenge Sponsor to provide permission in writing;
2. no claims for payment of any kind, including, without limitation, for royalties or residuals, has no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission; and
3. 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; and
4. you understand, recognize and accept that Challenge Sponsor has access to, may create or has created materials and ideas that may be similar or identical to the Submission in concept, theme, idea, format or other respects. You acknowledge and agree that Challenge Sponsor shall have the right to use such same or similar materials, and that you will not be entitled to any compensation arising from Challenge Sponsor's use of such materials. In the event that your entry is identical or similar to the Submission of another Competitor, Challenge Sponsor reserves the right, at the sole discretion of Challenge Sponsor, to either score one Submission higher than the other subject to the Challenge Guidelines or to randomly choose a Submission from all of those submitted which respond to the Challenge Guidelines.

By entering, you agree that: (i) all Submissions become Challenge Sponsor's property and will not be returned; and (iii) Challenge Sponsor and its licensees, successors and assigns 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.

Innovator will retain all right, title and other ownership interests in the Innovator’s Submission and in all inventions, patents, patent applications, designs, copyrights, trademarks, trade secrets, software, source code, object code, processes, formulae, ideas, methods, know-how, techniques, devices, creative works, works of authorship, publications, and/or other intellectual property (“Intellectual Property”) developed by the Innovator during the Challenge, subject only to the following exception:

If Challenge Sponsor notifies Innovator that Submission is eligible for a Prize, Innovator will be considered qualified as a finalist (“Finalist”). Challenge Sponsor will require all content and assets developed by Finalists and contributed to the project to be licensed under the Creative Commons CC BY (4.0) license. Challenge Sponsor will also require all code developed by Finalists and contributed to the project to be licensed under the Apache License 2.0, or similar Open Source Initiative (“OSI”) license mutually agreed to by both Finalist and Challenge Sponsor. Once all development has been completed, all designs, code, content, and assets developed by all Finalists will be released under open source licenses that permit free distribution, derivative works, and use in commercial and non-commercial settings.

Please also be aware that your Submission may not be acknowledged and will not be received or held "in confidence" and your Submission does not create a confidential relationship or obligation of secrecy between you and any of the entities involved in this Challenge.

1. Other Contracts, Confidentiality, and Indemnification. You agree that you will not disclose to Challenge Sponsor, 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 Challenge Sponsor unless you are specifically using the HeroX website to do so. Should your participation in the Challenge 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 3, you agree to defend, indemnify and hold harmless Challenge 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.

1. Exclusion of Damages; Limitation of Liability. Neither you nor Challenge Sponsor shall be liable to the other or any third party for any consequential, indirect, special, punitive or incidental damages, foreseeable or unforeseeable and regardless of the cause of action from which they arise, including claims for loss of goodwill or lost profits.

1. Changes and Cancellation. Challenge Sponsor has the right to make updates and/or make any changes to, or to modify the scope of the Challenge Guidelines, Challenge Schedule, and Winning Criteria at any time during the Challenge. Competitors are responsible for regularly reviewing the Challenge site to ensure you are meeting all rules and requirements of the Challenge. Challenge Sponsor has the right to cancel the Challenge at any time, without warning or explanation, and to subsequently remove the Prize completely.

1. GENERAL CONDITIONS. This CSA and all performance and disputes arising hereunder shall be governed by the laws of the State of California. Challenge Sponsor has the right to verify each Competitor's eligibility and compliance with this CSA. Challenge Sponsor has the right to enforce the terms and conditions hereof directly against you. Participation is conditioned on providing the data required in the online registration form. Competitors should direct any request to access, update, or correct information to Challenge Sponsor. Challenge Sponsor is responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
   1. Competitors 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.
   2. Competitor is responsible for any related costs to complete activities related to solving the challenge;
   3. Competitor is responsible for obeying any local, national, and international laws in undertaking any activities related to solving the challenge;
   4. Competitor is responsible for obtaining any insurance related to activities performed to solve the challenge;
   5. Competitor is responsible for truthful representation of all activities undertaken to solve the challenge; Challenge Sponsor reserves the right, at any time, to verify such activities;
   6. Competitor is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the challenge; Challenge Sponsor is not responsible for calculating results, but reserves the right, at any time, to verify such information;
   7. Competitor is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; Challenge Sponsor is not required to accept late registrations or late Submissions;
   8. Challenge Sponsor is not liable for any activities undertaken to solve the challenge;
   9. Challenge Sponsor has the right to disqualify an individual from the challenge at any time.

1. Representations and Warranties. You represent and warrant that:
   1. All information provided by you regarding yourself and, if applicable, your business ("Competitor Information") is true, accurate, current, and complete information and you will maintain and update the Competitor Information to keep it true, accurate, current and complete.
   2. If you are an individual representing a business or other entity, you are authorized to enter into this Agreement on behalf of that business or entity.
   3. Unless otherwise disclosed in the Submission, you are 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.
   4. You have the right to grant the license in the Submission as required by Section 2 of this CSA.

1. Conflict. In the case of any conflict between the terms of this CSA and the Terms of Use, this CSA controls.