DYNAMIC RISK ASSESSMENT SYSTEMS, INC.
Cognitive Computing Challenge
Challenge-Specific Agreement
Please Read This Carefully! You and Dynamic Risk Assessment Systems, Inc. (“DRAS”) are agreeing to a Challenge-Specific Agreement for this particular DRAS Challenge only. This DRAS Challenge requires that You accept these special terms, so please take the time to understand them.
"You" and "Competitor" are terms used to apply to You, as the Competitor, who chooses to enter this Challenge.
If You click "I agree" and proceed to register for this DRAS Challenge, this Challenge-Specific Agreement ("CSA") will be a valid and binding agreement between You and DRAS and in addition to the existing HeroX Terms of Use for all purposes relating to this DRAS Challenge. Please print and keep a copy of this CSA. No provisions You may have agreed to that are specific to any other individual DRAS Challenge will apply.
Submissions. As a Competitor, You may submit to DRAS your Submission for the DRAS Cognitive Computing Challenge to which this CSA relates. By submitting your Submission You thereby agree to provide reasonable assistance and additional information concerning your Submission to DRAS, if requested.
Acceptance of Submission and License to Use. DRAS will notify You if your Submission has been selected by DRAS for a Prize according to the Challenge Schedule set forth in the Challenge Guidelines. DRAS will judge all Submissions against the criteria set out in the Challenge Guidelines and determine, in its absolute sole discretion, which Submission best addresses the Challenge Guidelines. DRAS 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:
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 DRAS 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;
no person or entity other than You has any right, title or interest in any part of your Submission;
unless otherwise disclosed in the Submission, the use thereof by DRAS, or the exercise by DRAS 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;
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 DRAS hereunder, including the right for DRAS to use and develop derivative works of and from the Submission;
all persons who were engaged by You to work on the Submission or who appear in the Submission in any manner have:
given You 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 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 DRAS to provide permission in writing;
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
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
You understand, recognize and accept that DRAS has access to, may create or has created materials and ideas which may be similar or identical to the Submission in concept, theme, idea, format or other respects. You acknowledge and agree that DRAS shall have the right to use such same or similar materials, and that You will not be entitled to any compensation arising from DRAS's use of such materials. In the event that your entry is identical or similar to the Submission of another Competitor, DRAS reserves the right, at the sole discretion of DRAS, 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 DRAS's property and will not be returned; and (iii) DRAS 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.
All intellectual property rights, if any, and in all inventions, patents, patent applications, designs, copyrights, moral rights, 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 You as part of your Submission will remain with You, the Competitor, subject to the following conditions:
By submitting a Submission to this DRAS Challenge and in consideration of the opportunity to compete for a Prize (which You acknowledge as full and adequate consideration), You agree to grant to DRAS, its subsidiaries, affiliates, and assigns a royalty free, irrevocable, perpetual, transferable, assignable, worldwide license in respect of all such Intellectual Property and intellectual property rights, if any, for the purposes of commercial exploitation of the idea or concept demonstrated by the Submission. Such license includes the right to use, implement, reproduce, edit, display, transmit, prepare derivative works of, modify, publish and otherwise make use of the Submission in any and all media, whether now known or hereinafter created throughout the world in any manner or method and for any purpose. Notwithstanding granting DRAS, its subsidiaries, affiliates and assigns a royalty-free, irrevocable, perpetual, transferable, assignable, worldwide, exclusive license for the Submission, the Competitor retains ownership of the Submission. You agree to waive all moral rights associated with the Submission. You also further agree that You will provide to DRAS an exclusive license such that DRAS, its subsidiaries, affiliates and assigns shall be the only parties in the Energy industry worldwide permitted to use such Intellectual Property and intellectual property rights. To the extent additional documents or actions are required under local law for an effective license to these rights, title and interests for commercial purposes, You agree to fully cooperate in executing such further documents and in taking such further actions as are necessary. If You reside in Canada, and You own any copyrights in your Submission, You agree to execute a document to assign your rights to such copyrighted work in your Submission to DRAS. Failure to comply with these requirements or execute any documents deemed necessary by DRAS to effectuate these rights may result in forfeiture of a Prize.
By submitting a Submission to this DRAS Challenge, You also agree that You will give DRAS the first opportunity (prior to entertaining any other proposals from any third parties) to acquire the intellectual property rights and Intellectual Property. That is, You agree that DRAS shall have the first right of refusal regarding purchasing any or all intellectual property rights and Intellectual Property. This condition shall apply to all submissions received by DRAS, regardless of whether a submission is selected as a Finalist or not.
By submitting a Submission to this DRAS Challenge, You agree to the requirement described in the Challenge Guidelines (link) that require each Competitor to agree that their Submission, if selected as a Finalist, will be released under open source licenses at completion of the Challenge.
You understand, acknowledge and agree that by entering this DRAS Challenge, or while under this DRAS Challenge, You do not receive any intellectual property rights in any copyrights, patents, trademarks, trade names, technology, trade secrets, or know-how of DRAS or any third party.
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. No confidential relationship is established between You and DRAS as a result of entering this DRAS Challenge. None of the information submitted by You will be treated by DRAS as trade secrets, confidential information, or as protected data under any obligations.
Other Contracts, Confidentiality, and Indemnification. You agree that You will not disclose to DRAS, 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 DRAS 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, release, indemnify, and hold harmless DRAS, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, agents, assigns, licensors, suppliers, and other representatives (the "DRAS Indemnified Parties"), from and against any and all claims, actions or demands, losses, costs, expenses, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure. You also agree to defend, release, indemnify, and hold harmless all DRAS Indemnified Parties from and against any and all claims, actions or demands, losses, costs, expenses, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising out of or in connection with any third party claims relating to this CSA, or otherwise resulting from your Submission, or the use by any DRAS Indemnified Parties of your Submission, or any tax liabilities for which You are responsible for.
Limitation of Liability and Release. By submitting a Submission, You agree to be bound by this CSA and the decisions of DRAS which shall be final. DRAS and the DRAS Indemnified Parties are not responsible for and shall not be liable for: a) late, lost, delayed, damaged, misdirected, unsuccessful, incomplete, illegible or unintelligible Submissions; b) telephone, electronic, hardware, software, network, internet or computer malfunctions, failures or difficulties of any kind; c) failed, incomplete, garbled or delayed computer transmissions; d) any condition caused by events beyond DRAS's control that may cause the DRAS Challenge to be disrupted or corrupted; e) errors in transmission; f) an exclusion or disqualification of a Submission pursuant to this CSA; g) late, lost, misdirected or unsuccessful efforts to notify potential winners of any Prize; h) forfeiture of a Prize and the selection of any alternate potential winners; i) any injuries, losses or damages of any kind caused by a Prize or resulting from any acceptance, possession or use of a Prize or from participating in this DRAS Challenge; j) any income tax liabilities or the payment of any withholding taxes associates with any Prizes. DRAS is not responsible for any typographical or other error in its communications, administration of the DRAS Challenge, or announcement of the Prizes. IN NO EVENT WILL DRAS, ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ASSIGNS, LICENSORS, SUPPLIERS, AND OTHER REPRESENTATIVES BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF YOUR SUBMISSION, OR ENTERING THIS DRAS CHALLENGE WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING SHALL APPLY EVEN IF DRAS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST DRAS AND THE DRAS INDEMNIFIED PARTIES.
BY ASSENTING TO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU ASSUME THE RISK RELATING TO YOUR PRODUCTION AND SUBMISSION OF "YOUR SUBMISSION" TO THIS DRAS CHALLENGE, OR DRAS's USE OF YOUR SUBMISSION. DRAS, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HEREBY DISCLAIM: ANY WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT OR OTHERWISE RESULTING FROM YOUR PRODUCTION AND SUBMISSION OF "YOUR SUBMISSION", OR DRAS's USE OF YOUR SUBMISSION; AND/OR ANY WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS. YOU HEREBY RELEASE DRAS AND THE DRAS INDEMNIFIED PARTIES, AND HERO X, FROM ANY CLAIMS OR DAMAGES YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, OR OTHERWISE RESULTING FROM YOUR PRODUCTION AND SUBMISSION OF "YOUR SUBMISSION" TO THIS DRAS CHALLENGE OR DRAS's USE OF YOUR SUBMISSION OR THE USE OF YOUR SUBMISSION BY ANY OF THE DRAS INDEMNIFIED PARTIES OR YOUR VIOLATION OF ANY TERMS OF THIS CSA OR YOUR VIOLATION OF ANY THIRD PARTY RIGHTS INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHTS.
Changes and Cancellation. DRAS 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. DRAS has the right to suspend or cancel the Challenge at any time, without warning or explanation, and to subsequently remove the Prize or Prizes completely. In no event shall DRAS be liable to any Competitors or any third parties for selecting a Submission, not selecting a Submission, reviewing a Submission, not reviewing a Submission, refusing to review a Submission, accepting a Submission, not accepting a Submission, eliminating a Submission, disqualifying an individual, deciding not to choose a Finalist or any Finalists, deciding not to select a Winner or any Winners, or failing to offer a Prize, multiple Prizes or any Prizes. Further, in no event shall DRAS be liable to any Competitors for failing to purchase or failing to offer to purchase any Intellectual Property or intellectual property rights.
GENERAL CONDITIONS. DRAS has the right to verify each Competitor's eligibility and compliance with this CSA. DRAS 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 DRAS. DRAS is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
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.
Competitor is responsible for any related costs to complete activities related to solving the Challenge.
Competitor is responsible for obeying any local, national, and international laws in undertaking any activities related to solving the Challenge.
Competitor is responsible for obtaining any insurance related to activities performed to solve the Challenge.
Competitor is responsible for truthful representation of all activities undertaken to solve the Challenge; DRAS reserves the right, at any time, to verify such activities.
Competitor is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the Challenge; DRAS is not responsible for calculating results, but reserves the right, at any time, to verify such information.
Competitor is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; DRAS is not required to accept late registrations or late Submissions.
DRAS is not liable for any activities undertaken to solve the Challenge.
DRAS has the right to disqualify an individual from the Challenge at any time.
DRAS is not required to purchase any Intellectual Property or intellectual property rights of any Submissions.
DRAS is not liable for any disqualifications made regarding Submissions that violate or appear to violate the CSA, or infringes upon or violates the rights of any third party.
DRAS assumes no obligation to disseminate, disclose, edit, publish, review, revise, score or otherwise make any use whatsoever of any Submission.
If any aspect of the DRAS Challenge or any rule or condition is found by a court of competent jurisdiction to be invalid, illegal or void, Competitors agree to allow DRAS to change such provisions and, upon notice, to make it valid. Also, in such case, the remaining provisions shall remain in full force and effect and the DRAS Challenge shall proceed accordingly.
If successful, Competitor must pay any and all applicable taxes. Competitor acknowledges Prizes may be subject to tax withholding. Competitor may be subject to tax withholding according to local laws for the Competitor. Successful Competitors should consult with their personal tax advisor(s) regarding tax implications and are responsible for reporting this information for tax purposes. Any personal state, provincial, or federal tax liability arising from the receipt of a Prize is the sole responsibility of the Competitor.
Representations and Warranties. You represent and warrant that:
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.
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.
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.
You have the right to grant the license in the Submission as required by Section 2 of this CSA.
Conflict. In the case of any conflict between the terms of this CSA and the Terms of Use, this CSA controls.
Additional Terms. Nothing in this Agreement shall be construed to make the parties (including their affiliates, subsidiaries, licensees or assigns) partners, joint venturers, representatives or agents of each other, nor will a party so represent to any third person. The parties are acting in performance of this Agreement as independent parties. If any provision of this Agreement is held unenforceable, the parties agree that such provision shall be modified to the minimum extent necessary to render it enforceable (including the adoption of equivalent terms that are specific to the jurisdiction applicable to the Competitor). To the extent that the provision cannot be rendered enforceable, the parties agree that the remainder of the Agreement shall remain in force. The failure of DRAS to act with respect to a breach of these terms by You or others does not constitute a waiver and shall not limit DRAS's rights to such breach or any subsequent breaches. These terms are personal to You and may not be assigned or transferred for any reason whatsoever without DRAS's consent and any action or conduct in violation of the foregoing shall be void and without effect. DRAS expressly reserves the rights to assign these terms and to delegate any of its obligations hereunder. The terms that by their very nature survive the termination of this Agreement, shall survive, including any obligations to indemnify, defend, release, and hold harmless DRAS and the DRAS Indemnified Parties.
By entering this DRAS Challenge, You will be deemed to have read, accepted and agreed to be bound by this CSA.
By entering this DRAS Challenge, You agree that any and all disputes, claims, and causes of action arising out of or in connection with this DRAS Challenge, or any Prizes awarded, shall be resolved individually without resort to any form of class action or other proceeding.
