HeroX provides an online platform that allows Challenge Sponsors to post and administer incentive challenges that allow Users (“Innovators”) to participate in designated activities in order to compete for prizes (“Challenges”). HeroX has been contracted by NASA to host a Challenge on its platform, as described below.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. THESE TERMS AND CONDITIONS SET OUT THE TERMS OF A LEGALLY BINDING AGREEMENT BETWEEN YOU AND HeroX FOR YOUR USE OF THIS WEBSITE AND THE RELATED SERVICES. BY RECOGNIZING YOUR ACCEPTANCE OF THESE TERMS, EITHER BY REGISTERING A USER ACCOUNT AND/OR BY ACCESSING AND USING THIS WEBSITE, AS APPLICABLE, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MUST CEASE USING THIS WEBSITE AND THE RELATED SERVICES. NO PROVISIONS THAT YOU MAY HAVE AGREED TO THAT ARE SPECIFIC TO ANY OTHER INDIVIDUAL CHALLENGE WILL APPLY. IN ORDER TO PARTICIPATE IN THIS CHALLENGE, INNOVATOR MUST ACCEPT THESE TERMS, AND THEREFORE SHOULD TAKE THE TIME TO UNDERSTAND THEM.
1. Definitions
In this Agreement, the following capitalized terms have these meanings ascribed to them:
"Agreement" means, these terms and conditions, any amendments subsequently made to these terms and conditions, any replacement or substitute of this Agreement, terms and conditions explicitly referenced by this Agreement by; and, any policies (including the Privacy Policy), Rules, terms, conditions, Challenge Terms and Conditions, notices and disclaimers contained elsewhere on this Website or provided by HeroX or the Challenge Sponsor in connection with the Services.
"Award" means any form of benefit or other forms of recognition to declared or selected Winners.
“Challenge" means the NASA Entrepreneurs Challenge posted on this Website, however expressed.
"Challenge Information" means all Content provided in relation to a particular Challenge, including the Challenge Guidelines and the Challenge Terms and Conditions.
"Challenge Sponsor" means in relation to any Challenge posted on this Website, the entity responsible for the Challenge or procuring HeroX and/or its owners to post the Challenge. For this Challenge, the Challenge Sponsor is the National Aeronautics and Space Administration, a government agency, located at Lyndon B. Johnson Space Center, 2101 NASA Parkway, Houston TX 77058-3696.
"Content" means any information, files, text, code, material, images, data, sounds, graphics, software, photos, designs, software downloads, goods, services documents, layouts, applet, CGI interfaces, descriptions, illustrations, catalogues, advertisements, audio and video material or specifications contained in or referred to in this Website, obtained through or via this Website or available to be viewed by accessing any part of this Website (which may be out of date or superseded), whether it be obtained directly or indirectly, in any machine or human readable format. Without limiting the foregoing, “Content” includes any Submission submitted through or via this Website."HeroX" means HeroX PBC, an organization, with a place of business at 3 Germay Dr, Unit 4-4402, Wilmington, DE 19804.
"Innovator" means in relation to any Challenge posted on this Website, a person, a team of persons, or an organization that meet the eligibility requirements of this Challenge and that submits or proposes to submit a Submission to the Challenge. See Section 4 and 5 for the eligibility requirements.
"Intellectual Property" means all intellectual property rights of any type whatsoever throughout the world including 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, whether or not such rights are registered or capable of being registered.
"Privacy Policy" means the privacy policies and notices posted on this Website, specific pages thereof, and/or provided by HeroX in connection with the Services.
“Rules” means any set of provisions that establish specific conditions, under which participants are bound, that are posted on this website, either as a notice of an extension of the Challenge Terms and Conditions or the Challenge Guidelines.
"Services" means the services provided by HeroX on or via this Website and includes all Challenges.
"Submission" means an entry by an Innovator in response to a Challenge.
"Submission Content" means all Content used, in whole or in part, directly or indirectly, in describing, drafting, developing, devising, calibrating, testing, evaluating, analyzing or generating a Submission, or which itself constitutes the whole or part of a Submission.
"User" means any person who has registered a user account on this Website. The term "User" includes all Innovators.
"Website" means any web pages contained within this domain and any sub-domains and all underlying software and infrastructure which permits the holding of Challenges. Where the context permits, ‘Website’ or 'website' includes the Services provided on the Website.
"Winner" means, in relation to any Challenge posted on this Website, those Innovators whose Entries are selected by the Challenge Sponsor to receive an Award in accordance with the Challenge Guidelines.
"You" means the person, team, or organization team using the Website, including a User, or an Entity duly organized and validly existing under state or federal law in the United States of America or the host country of origin that is represented on the Website by a User that is a person at least 18 years of age who is the duly authorized representative of such Entity.
"Your" means the possessive of the person, team, or organization using the Website, including a User.
2. Submissions. By participating in this Challenge, Innovator may submit to Challenge Sponsor submission materials, as outlined in the Challenge Guidelines specific to this challenge on HeroX.com, for the Challenge to which this Agreement relates. By submitting a Submission, Innovator thereby agrees to provide reasonable assistance and additional information concerning the Submission to Challenge Sponsor, if requested.
3. Acceptance of Submission and License to Use. Challenge Sponsor will notify Innovator if Submission has been selected for an Award, as outlined in the Challenge Guidelines, according to the schedule set forth in the Challenge Guidelines. Challenge Sponsor will judge all Submissions against the criteria set forth 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 the Innovator Submission, or any Submission, and whether to make an Award, multiple Awards or any Award. The meeting of the Challenge Guidelines does not automatically mean that the Submission will be eligible for a Award. 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, Innovator represents and warrants that:
a. Innovator’s entire Submission is an original work by Innovator and Innovator has not included third-party Content in or in connection with the Submission, unless (i) otherwise requested by the Challenge Sponsor and/or disclosed by Innovator in the Submission, and (ii) Innovator 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;
b. no person or entity other than Innovator has any right, title or interest in any part of the Submission;
c. no Federal facilities or funds were used during the Challenge and Innovator did not consult with Federal employees during the Challenge unless the facilities, funds and/or employees were made available to all individuals and entities participating in the Challenge on an equitable basis
d. 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 Innovator 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;
e. Innovator has all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that Innovator has granted to Challenge Sponsor hereunder;
f. all persons who were engaged by Innovator to work on the Submission or who appear in the Submission in any manner have:
i. given Innovator 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;
ii. provided written permission to include their name, image or pictures in or with the Submission (or if a minor who is not Innovator’s child, Innovator must have the permission of their parent or legal guardian) and Innovator may be asked by Challenge Sponsor to provide permission in writing;
iii. no claims for payment of any kind, including, without limitation, for royalties or residuals;
iv. no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission; and
v. 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;
g. Innovator understands, recognizes and accepts that Challenge Sponsor 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. Innovator acknowledges and agrees that Challenge Sponsor shall have the right to use such same or similar materials, and that Innovator will not be entitled to any compensation arising from Challenge Sponsor's use of such materials. In the event that Innovator’s Submission is identical or similar to the Submission of another Innovator, 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.
h. Innovator understands that no part of the Submission may violate United States of America federal sanctions programs, as detailed at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
i. Innovator is required to ensure that all releases or transfers of technical data by Innovator to non-US persons comply with International Traffic in Arms Regulation (ITAR), 22 C.F.R. §§ 120.1 to 130.17.
j. Submissions must comply with Section 14 of this agreement.
k. By entering, Innovator agrees that: (i) all Submissions become Challenge Sponsor's property and will not be returned; and (ii) Challenge 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.
Title in all Intellectual developed by Innovator as part of the Submission will remain with the Innovator. NASA may choose to negotiate for a license to use the solutions developed as a result of this Challenge.
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 Innovator and any of the entities involved in this Challenge.
4. Eligibility. NASA welcomes applications from individuals, teams, and organization or entities that have a recognized legal existence and structure under applicable U.S. law and that are in good standing in the jurisdiction under which they are organized with the following restrictions:
U.S. government employees may participate so long as they are not acting within the scope of their position, rely on no facilities, access, personnel, knowledge, or other resources that are available to them as a result of their employment except for those resources made available to all other participants on an equal basis.
U.S. government employees participating as individuals, or who submit applications on behalf of an otherwise eligible organization, will be responsible for ensuring that their participation in the Challenge is permitted by the Rules and regulations relevant to their position and that they have obtained any authorization that may be required by virtue of their government position. Failure to do so may result in the disqualification of them individually or of the entity which they represent or in which they are involved.
Foreign citizens may only participate as (i) employees of an otherwise eligible U.S. entity who reside in the U.S., (ii) full-time students at an otherwise eligible U.S. university or college who reside in the U.S., or (iii) owners of less than 50% of the interests in an otherwise eligible U.S. entity who reside in the U.S.
Registered Innovators shall be responsible for the actions of and compliance with the Rules by their employees, subcontractors, officers, owners, and other affiliated persons.
5. Ineligible persons or entities. Federal entities or Federal employees acting within the scope of their employment are not eligible to win an award.
Employees of NASA, HeroX, and any of their subsidiaries and affiliates, and immediate family members (spouse, parent, child, sibling and their respective spouses, regardless of where they live) or persons living in the same households of such employees, are not eligible.
6. No use of government funds. If you are a Government contractor or are employed by one, your participation in this challenge may also be restricted. If you or your employer is receiving Government funding for similar projects, you or your employer may not be eligible for award under this Challenge. Additionally, the U.S. Government may have Intellectual Property rights in your solution if your solution was made under a Government Contract, Grant or Cooperative Agreement. Under such conditions, you may not be eligible for award. Please contact us if you need help determining your eligibility.
7. Team Participation. You may submit as an individual or as a team. By joining a team you agree that you are collaborating with others to submit a single Submission. Collectively, the team acts as an Innovator and all team members must meet the eligibility criteria and agree to and abide by the Challenge Specific agreement and Challenge Guidelines of the Challenge to be entered.
The team captain (“Captain”) must submit any and all Submissions and will act as the single point of contact for all Submissions and will be responsible for the distribution of any awards made for the Submissions.
The Challenge Sponsor and HeroX are not responsible for any prize payment issues that may arise among team members. The team is solely responsible for resolving these (or any other) issues themselves. If a replacement Captain is selected, they will assume all responsibilities that the original Captain agreed to.
The Captain is automatically designated as the Winner. For any monetary component of an Award, the Captain’s name must also match the Authorized Person on the receiving Bank Account. No changes are permitted to the Award Recipient after the Submission Deadline date. If you wish to change who would receive the Award monies, those changes must be completed prior to the Submission Deadline.
8. Distribution of an Award to an Organization. If an organization is selected as a Winner, any Award will be made to the person who registered the organization and submitted the application. You warrant that the appropriate officers, executives, managers, or other persons who have the authority to approve participation in this Challenge have approved Your Submission and You understand that these terms will be binding on both You and your entity. Furthermore, You understand that if You enter without obtaining the appropriate approval, NASA may, in its sole discretion, disqualify your Submission. Finally, if an entity is selected to receive an award, an officer or person entitled to bind the entity will be required to validate that You are entitled to receive the award on the behalf of the entity and the officer or person entitled to bind the entity must provide the appropriate information for payment of the award.
9. Other Contracts, Confidentiality, and Indemnification. Innovator agrees that Innovator will not disclose to Challenge Sponsor any third party information which Innovator is under an existing contractual or other legal obligation to maintain in confidence. Innovator agrees that Innovator will exclusively use the HeroX website to disclose to the Challenge Sponsor any confidential information of (a) Innovator’s own, or (b) third parties whereby such confidential information shall be marked with a responsible restrictive notice. Should Innovator’s participation in the Challenge be found to breach any legal obligations Innovator may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 3, Innovator agrees 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.
10. 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. Innovators are responsible for regularly reviewing the Challenge site to ensure they 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 Award completely.
11. General Conditions. Challenge Sponsor has the right to verify each Innovator's eligibility and compliance with this Agreement. Additional eligibility restrictions may be included in the Rules and requirements of the Challenge posted on the Challenge site. Challenge Sponsor has the right to enforce the terms and conditions hereof directly against Innovator. Participation is conditioned on providing the data required in the online registration form. Innovators should direct any request to access, update, or correct information to Challenge Sponsor. Challenge Sponsor is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
a. Innovators should not register with multiple email 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;
b. Innovator is responsible for any related costs to complete activities related to solving the challenge;
c. Innovator is responsible for obeying any local, national, and international laws in undertaking any activities related to solving the challenge;
d. Innovator is responsible for obtaining any insurance related to activities performed to solve the challenge;
e. Innovator 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;
f. Innovator 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;
g. Innovator 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;
h. Innovator hereby waives any claims against the Challenge Sponsor and its employee related to any activities undertaken to solve the challenge;
i. Challenge Sponsor has the right to disqualify an individual from the challenge at any time.
12. Representations and Warranties. Innovator represents and warrants that:
a. All information provided by Innovator regarding Innovator and, if applicable, its business ("Innovator Information") is true, accurate, current, and complete information and Innovator will maintain and update the Innovator Information to keep it true, accurate, current and complete.
b. If Innovator is an individual representing a business or other entity, Innovator is authorized to enter into this Agreement on behalf of that business or entity.
c. Unless otherwise disclosed in the Submission, Innovator 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.
13. Conflict. In the case of any conflict between the terms of this Agreement and the Terms of Use, this Agreement controls.
14. Restrictions on certain foreign purchases
a. Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, the Innovator shall not acquire, for use in the performance of the subject Submission, any supplies or services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC’s implementing regulations at 31 CFR Chapter V, would prohibit such a transaction by a person subject to the jurisdiction of the United States.
b. Except as authorized by OFAC, most transactions involving Cuba, Iran, and Sudan are prohibited, as are most imports from Burma or North Korea, into the United States or its outlying areas. Lists of entities and individuals subject to economic sanctions are included in OFAC’s List of Specially Designated Nationals and Blocked Persons at https://sanctionssearch.ofac.treas.gov/. More information about these restrictions, as well as updates, is available in the OFAC’s regulations at 31 CFR Chapter V and/or on OFAC’s website at https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-information.
c. The Innovator shall insert this clause, including this paragraph (c), in all subcontracts it enters with any third parties.
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