Spaceport America Cup 2023 Competitor Agreement

Competition-Specific Agreement

PLEASE READ THIS CAREFULLY! You ("Participant”) and Experimental Sounding Rocket Association and Spaceport America ("Competition Sponsors”) are entering into this Competition-Specific Agreement ("CSA”) for this particular incentive-based competition ("Competition”) only. In order to participate in this Competition, Participant must accept these terms, and therefore should take the time to understand them.

If Participant clicks "Accept" and proceeds to register for this Competition, this CSA will be a valid and binding agreement between Participant and Competition Sponsor and is in addition to the existing HeroX Terms of Use for all purposes relating to this Competition. Participant should print and keep a copy of this CSA. No provisions that Participant may have agreed to that are specific to any other individual Competition will apply.

1. Submissions. By participating in this Competition, Participant may submit to CompetitionSponsor submission materials ("Submission”), as outlined in the Competition Guidelines specific to this Competition on HeroX.com, for the Competition to which this CSA relates. By submitting a Submission, Participant thereby agrees to provide reasonable assistance and additional information concerning the Submission to Competition Sponsor, if requested.
2. Acceptance of Submission and License to Use. Competition Sponsor will notify Participant if Submission has been selected for a prize ("Prize”), as outlined in the Competition Guidelines, according to the schedule set forth in the Competition Guidelines. 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 Participant 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 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, Participant represents and warrants that:
   1. Participant’s entire Submission is an original work by Participant and Participant 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 Participant in the Submission, and (ii) Participant 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;
   2. no person or entity other than Participant has any right, title or interest in any part of the Submission;
   3. 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 Participant 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. Participant has all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that Participant has granted to Competition Sponsor hereunder, including the right for Competition Sponsor to use and develop derivative works of and from the Submission;
   5. all persons who were engaged by Participant to work on the Submission or who appear in the Submission in any manner have:
      1. given Participant 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;
      2. provided written permission to include their name, image or pictures in or with the Submission (or if a minor who is not Participant's child, Participant must have the permission of their parent or legal guardian) and Participant may be asked by Competition Sponsor to provide permission in writing;
      3. no claims for payment of any kind, including, without limitation, for royalties or residuals;
      4. no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission; and
      5. 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;
      6. Participant understands, recognizes and accepts that Competition 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. Participant acknowledges and agrees that Competition Sponsor shall have the right to use such same or similar materials, and that Participant will not be entitled to any compensation arising from Competition Sponsor's use of such materials. In the event that Participant'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.
3. By entering, Participant 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. 
   
   All Intellectual property rights, if any, in the idea, concept, or activities demonstrated by the Submission will remain with the Participant .
   
   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 Participant and any of the entities involved in this Competition .
4. Other Contracts, Confidentiality, and Indemnification. Participant agrees that Participant will not disclose to Competition Sponsor any information which Participant is under an existing contractual or other legal obligation to maintain in confidence or otherwise does not have the right to sell or license. Participant agrees that Participant will not discuss any confidential information of Participant's own, other parties, or Competition Sponsor unless Participant is specifically using the HeroX website to do so. Should Participant’s participation in the Competition be found to breach any legal obligations Participant may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 3, Participant 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.
5. 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 . Participants 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.
   1. 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.
6. General Conditions. Competition Sponsor has the right to verify each Participant's eligibility and compliance with this CSA. Competition Sponsor has the right to enforce the terms and conditions hereof directly against Participant . Participation is conditioned on providing the data required in the online registration form. Participants 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.
   1. Participants 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. Participant is responsible for any related costs to complete activities related to participating in the Competition ;
   3. Participant is responsible for obeying any local, national, and international laws in undertaking any activities related to participating in the Competition ;
   4. Participant is responsible for obtaining any insurance related to activities performed to participate in the Competition ;
   5. Participant is responsible for truthful representation of all activities undertaken to participate in the Competition ; Competition Sponsor reserves the right, at any time, to verify such activities;
   6. Participant is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to participate in the Competition ; Competition Sponsor is not responsible for calculating results, but reserves the right, at any time, to verify such information;
   7. Participant 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;
   8. Competition Sponsor is not liable for any activities undertaken to participate in the Competition;
   9. Competition Sponsor has the right to disqualify an individual from the Competition at any time.
7. Representations and Warranties. Participant represents and warrants that:
   1. All information provided by Participant regarding Participant and, if applicable, its business ("Competitor Information") is true, accurate, current, and complete information and Participant will maintain and update the Competitor Information to keep it true, accurate, current and complete.
   2. If Participant is an individual representing a business or other entity, Participant is authorized to enter into this Agreement on behalf of that business or entity.
   3. Unless otherwise disclosed in the Submission, Participant 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.
   4. Participant has the right to grant the license in the Submission as required by Section 2 of this CSA.
8. Conflict. In the case of any conflict between the terms of this CSA and the Terms of Use, this CSA controls.