Rio Tinto Ore Upgrading Challenge Competitor Agreement

Rio Tinto Ore Upgrading Challenge – Stage 1

Rio Tinto ("Challenge Sponsor”, “Sponsor”) is sponsoring this incentive-based competition ("Challenge”). In order to participate in this Challenge, You (“Innovator”) must accept all rules (“Challenge Rules”) and additional Rio Tinto Terms and Conditions (“Terms & Conditions”) in this document and should take the time to understand them.  

Challenge Rules

1. Eligibility. Unless otherwise specified, this Challenge is open to individuals, teams or companies (Innovators) upon acceptance of Challenge Rules as well as any additional Terms & Conditions. For teams or companies, a primary contact must be designated for the submission and any follow-up communications. To be eligible under this Challenge, Innovator(s) must:
   1. be at least 18 years of age as of March 1, 2020.
   2. not be employee(s) of Rio Tinto or its subsidiaries.
2. Submissions. By participating in this Challenge, Innovator may provide to Challenge Sponsor submission materials ("Submission”), as outlined in the Challenge Guidelines specific to this challenge on HeroX.com, for the Challenge to which Rules apply. By providing a Submission, Innovator thereby agrees to provide reasonable assistance and additional information concerning the Submission to Challenge Sponsor, if requested.
   1. Innovator certifies through Submission to Challenge(s) that entry is their own original work and does not violate or infringe on the creative work of others, as protected under applicable copyright or patent law.
   2. Innovator agrees not to disclose any unprotected intellectual property or confidential information in their entry or communications. None of the information submitted by Innovator will be treated as confidential by receiving Sponsor, even if ideas or material are marked as or referred to as confidential.
   3. Multiple (unique) entries by Innovator for this Challenge are allowed but discouraged. Innovators are encouraged to focus efforts toward the submission for their best idea.
3. Judging and Selecting Winner(s). Challenge Sponsor judges’ decisions are final and may not be appealed.
   1. Sponsors also reserve the right to disqualify any Innovator for any reason.
   2. The Sponsor will be the sole decision-maker in determining the viability of any proposed solution.
   3. Sponsor has designated a target funding amount (“Award”) to be applied toward further development by a winning Innovator that presents a viable solution to the Challenge.
   4. If Innovator is designated as a Challenge winner by the Sponsor, Innovator grants the Sponsor the right to use and publish their entry. Rights granted by Innovator are for advertising, publicity and promotional purposes in perpetuity and in any medium Sponsor sees fit, including but not limited to website, television, radio or printed materials.
4. Award Prerequisites. Any Award amount provided by Sponsor to Innovator is directed funding and Innovator agrees to apply these funds to development activity directly related to Submission. Innovator must meet the following additional requirements in order to receive the Award:
   1. Sign a mutual non-disclosure agreement with Sponsor to facilitate interaction and direct support during follow-on development.
   2. Sign a separate acknowledgement of Rules, Terms & Conditions related to participation in Stage 2 of Challenge.
5. Indemnification.By registering and/or providing a Submission, Innovator agrees to indemnify and hold harmless the Sponsor, individuals or supporting organizations (HeroX, Venture2) related to the Challenge.
6. Changes or Cancellations. Sponsor reserves the right to cancel, suspend and/or modify the Challenge, or any part of it, for any reason whatsoever and will not be held liable to Innovator for any related damages.
7. Conflicts. If any conflict or inconsistency arises between these Challenge-specific Rules and Sponsor’s Terms & Conditions, the Sponsor’s Terms & Conditions will take precedence.

Rio Tinto Terms and Conditions

This Challenge is conducted as part of the Rio Tinto Open Innovation Process. To ensure that anyone submitting an idea to the Rio Tinto Open Innovation Process is comfortable with the information required and how that information will be used, these Terms & Conditions are designed to protect all parties involved in a submission. Innovators agree to be bound by these Terms & Conditions when submitting an idea through the Rio Tinto Open Innovation Process.


Disclaimer

By submitting any ideas or material you agree that Rio Tinto does not have any duty to treat such ideas or material as confidential even when such ideas or material are marked as or referred to by you as confidential. Rio Tinto has the right to cascade the submitted material/ideas to relevant parts of Rio Tinto Group.

Many governments regulate the export of certain technical data and information. Before submitting technical details of a technology, you MUST research applicable Export Control laws or seek professional advice to assure your submission remains Export Control compliant. By submitting such details, you certify that such technical information is not restricted for export.

All information provided by you should be general in nature. Rio Tinto is not liable for any consequences, including, without limitation, any action you may take as a result of relying on such information or advice or for any loss or damage suffered by you as a result of you taking such action.


Non-confidential Information

Rio Tinto may distribute the submitted information to the organization via an enterprise social network service in order to evaluate the idea. Rio Tinto is not liable for the consequences of disclosure of such information by Rio Tinto and accordingly, no confidential information should be submitted. If, following the initial evaluation process, Rio Tinto would like to discuss your idea with you in more detail; a confidentiality agreement will be established in respect of future disclosures.

We recommend that you seek independent legal advice if you have any concerns about confidentiality or intellectual property rights prior to submitting your idea.

Rio Tinto decisions are final. Rio Tinto is under no obligation to act on your idea or to provide you with reasons in the event of a rejection.


Warranties

By submitting your idea to Rio Tinto, you warrant that information provided by you is general in nature and accurate. Further that you have the right to disclose information to us and that disclosure does not breach any contract or obligation between you and a third party and that so far as you are aware, the possession or use of the information by us does not infringe any third party’s intellectual property rights and you shall indemnify us against any resulting alleged or actual losses if this is not the case.


Disclaimer of Consequential Damages

In no event shall Rio Tinto Group be liable to you/your affiliates/third party for any consequential, incidental, indirect, special, punitive or exemplary damages (including, without limitation, lost profits, business or goodwill) suffered or incurred by such party in connection herewith, even if advised of the possibility of such damages.


Miscellaneous

Rio Tinto reserves the right to modify these Terms & Conditions at any time without prior notice and/or to suspend, withdraw or cancel the open innovation program for any reason and at any time, acting reasonably, without incurring any liability.


Jurisdiction

The formation, existence, construction, performance, validity and all aspects of these Terms & Conditions shall be governed and interpreted in accordance with laws of Quebec and in the event of any dispute arising in relation to these Terms & Conditions or any dispute arising in relation to the website whether in contract or tort or otherwise the courts of Western Australia will have non-exclusive jurisdiction over such dispute.


Complaints Procedure

If you have a question or complaint about this process, please contact the Dimitrios Filippou, Dimitrios.Filippou@riotinto.com.


Changes to Process

Rio Tinto may change the format and content of this process at any time.

Rio Tinto may at any time suspend the operation of this process for support or maintenance work, in order to update the content or for any other reason.

Rio Tinto reserves the right to terminate access to this process at any time and without notice.


Changes to Terms & Conditions

Rio Tinto may change the Terms & Conditions and disclaimer set out above from time to time. By participating in this process, you are accepting that you are bound by the current Terms & Conditions and disclaimer.

By submitting your proposal and personal data to us, you agree to have given your permission for disclosures and use of personal data in accordance with our Privacy Policy having read and agreed to the same.