Challenge Specific Agreement

ELIGIBILITY AND CONFLICT OF INTEREST

Any Challenge Team that has the skills, resources, and knowledge to participate and succeed in completing the Challenge is eligible, except:

1. employees of TII, its parent company or other subsidiaries of such parent company (the “Affiliates”);
2. employees of agents or suppliers of TII or any of its Affiliates, who are professionally connected with the Challenge or its administration; 
3. members of the immediate families or households of (a) or (b); 
4. any person or entity involved, or suspected of being involved, in illegal activities; 
5. any person or entity registered or ordinarily resident in a country that is on a sanctions list at any time during this Challenge (including, but not limited to, the Sanctions Lists maintained by the United States, the United Nations and the European Union);
6. any Challenge Team that does not hold the appropriate insurance requirements; or
7. any other entity or person that TII may deem ineligible for whatsoever reason.
8. If a Challenge Team becomes aware during the Challenge that it is, or will become, ineligible for the Challenge, or in the event of a conflict of interest, or in the event of a material breach of the Guidelines, it shall notify TII without delay. In TII’s sole discretion, any Challenge Team which is, or will become, ineligible or conflicted or in material breach of the Guidelines may be disqualified from the Challenge. 

JUDGING PANEL & FINAL DECISION 

1. The Challenge entries will be judged by a designated panel (“Judging Panel”). The Judging Panel is selected at the sole discretion of TII and may include TII employees.
2. The Judging Panel shall have sole and absolute discretion to determine the methodology used by it to render its decisions, to determine the winners of the Challenge and to award any prize in connection with the Challenge. The decision of the Judging Panel will be final. The Challenge Teams and the Challenge Team Members agree not to dispute any decision of the Judging Panel.
3. TII reserves the right to withhold any payments of the prize money in the event the Challenge Team and/ or Challenge Team Members are in material breach of the Challenge, the Guidelines and/ or the HeroX T&Cs. TII has the right to disqualify the Challenge Team or any Challenge Team Members under the Guidelines, and/or it is determined that submissions did not sufficiently meet the assessment criteria and goals of the Challenge, Submission Requirements and/ or the Objectives. 

INTELLECTUAL PROPERTY

1. Challenge Team Background IP: means any Intellectual Property Rights that are owned by any or all of the Challenge Team and that were in existence prior to the commencement of the Challenge;
   
   Foreground IP: means any Intellectual Property Rights created or arising pursuant to the Challenge from Challenge Team and/or any third parties acting on its behalf;
   
   Intellectual Property Rights : means all patents, rights to inventions, copyright and related rights, rights in designs, database rights, source code, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, but for the avoidance of doubt, excluding any trade marks, business names and domain names, goodwill and/or the right to sue for passing off or unfair competition;
   
   Team Technology / Team Technologies means the Solution submitted by Challenge Team and used to compete in the Challenge, including all technology, software and other Intellectual Property Rights that form part of such Solution; 
   
   Third Party IP: means all third-party technologies, methods, resources, and Intellectual Property Rights that form part of the Team Technologies, or that are required to give effect to the Team Technologies, but not including Challenge Team Background IP or Foreground IP; and
   
   TII Challenge IP: means all information and documentation developed by TII and/or any of its Affiliates or third parties acting on its behalf in relation to the Challenge (including the proprietary data set, upon which the Challenge is based, as uploaded to the HeroX platform, the Guidelines and any measurements, scoring, statistical and any other data collected or developed).
    
2. The Challenge Team acknowledges that all Intellectual Property Rights in the TII Challenge IP is owned by, and remains the property of, TII or its Affiliates, respectively, and the Challenge Team shall have no rights in or to such TII Challenge IP, other than as expressly set out in these Guidelines.

TII acknowledges that all Intellectual Property Rights in the Challenge Team Background IP is owned by the Challenge Team and/or the relevant third parties (as applicable), and TII shall have no rights in or to the Team Technologies, other than as expressly set out in these Guidelines. 

At the date of submission of the Solution, the Challenge Team shall provide TII with the details of all Intellectual Property Rights that form part of the Team Technologies by listing all of the Challenge Team Background IP and Third-Party IP that form part of (or are intended to form part of) the Team Technology. The Challenge Team will also provide any additional information as TII may reasonably request. 

1. TII grants the Challenge Team a non-exclusive, royalty-free license to use the Intellectual Property Rights in the TII Challenge IP for the purpose of competing in the Challenge for the duration of the Challenge.
2. Challenge Team grants TII a non-exclusive, perpetual, royalty-free and sub-licensable license to use any Intellectual Property Rights in the Team Technology.
3. Challenge Team agrees that, if it is announced as the winner of the Challenge, it will automatically grant to TII and its Affiliates a fully-paid up, non-exclusive, sub-licensable, perpetual, royalty-free, worldwide license to use, commercialize, copy and/or modify and exploit for any and all usage purposes the Intellectual Property Rights in the Team Technology. 
4. Challenge Team and TII shall do all such things and execute all such documents necessary in order to give effect to these Guidelines with respect to Intellectual Property Rights, without undue delay, and in any event within two (2) months of TII notifying Challenge Team that it is the winner of the Challenge. 
5. For six months after the conclusion of the Challenge, each Challenge Team shall grant TII a first right of refusal to negotiate the purchase of an exclusive license over the Intellectual Property Rights in the Solution and Team Technology. 
6. If TII notifies a Challenge Team that Submission is eligible for a Prize, the Challenge Team will be considered qualified as a finalist (“Finalist”). TII may require all content and assets developed by Finalists and contributed to the project, as well as all code developed by Finalists and contributed to the project, to be licensed under an Open-Source Initiative specified by TII. Once all development has been completed, at the election of TII, 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.
7. Challenge Team will not use TII’s logos, brand names, slogans or other trademarks, or post or otherwise use any of TII’s confidential or proprietary information without its prior written permission.
8. If any claim is made (or is likely to be made) against TII and/or its Affiliates, that the Solution and/ or Team Technologies infringe any third party’s intellectual property, Challenge Team will use all reasonable efforts, at TII’s sole option and at Challenge Team’s sole expense, to (i) procure for TII and/or its Affiliates (as applicable) the right to continue to use the Challenge Team Solution (or any part thereof) in accordance with the terms of these Guidelines; or (ii) modify or replace the relevant part of the Challenge Team Solution so that it ceases to be infringing, provided that if Challenge Team modifies or replaces the Challenge Team Solution, the modified or replacement Challenge Team Solution must comply with the warranties contained in these Guidelines and TII shall have the same rights in respect thereof. 
9. Challenge Team shall not enter into any agreements that may conflict with these Guidelines, or that may otherwise either restrict or affect TII's ability to enforce its rights under these Guidelines, including in relation to its use of the Challenge Team Solution license.

EXPORT CONTROL 

1. In the event an export control application is required for any Solution, TII will make the application at its own cost and the Challenge Team will take all reasonable steps necessary to support TII in that application at its own cost. Challenge Team shall comply with all export control laws as may be applicable to it from time to time.

CHALLENGE TEAM RESPONSIBILITY AND FUNDING

1. Each Challenge Team is responsible for the acts or omissions of each of its Challenge Team Members during its participation in the Challenge, including compliance with these Guidelines.
2. Challenge Team must comply with all laws and regulations that apply to their participation in the Challenge, including laws relating to anti-bribery and anti-corruption.
3. All costs of competing in the Challenge are the responsibility of the competing Challenge Team and TII shall not be liable for any costs incurred by the Challenge Team during its participation in the Challenge. 
4. If a Challenge Team wishes to receive any third-party funding towards its participation in the Challenge, the Challenge Team should obtain written consent from TII prior to obtaining any such funding.

CHALLENGE TEAM CHANGES

1. After the submission deadlines, Challenge Team may not, at any time throughout the Challenge, add or remove Challenge Team Members or merge with another Challenge Team, unless otherwise agreed in advance in writing with TII. 

PUBLICITY

1. TII has the right to publish details of all of the Solutions submitted by the Challenge Teams. In the event of a publication, it will notify the Challenge Team. 
2. A Challenge Team may freely publish details of its Solution . In the event of any such publication, TII may notify the Challenge Team that it wishes to be named in such publication by the Challenge Team and the Challenge Team shall comply with TII’s request.  

LIMITATION OF LIABILITY

1. Insofar as is permitted by law, TII, its agents or distributors will not, in any circumstance, be responsible or liable to compensate a Challenge Team for any loss or damage incurred by a Challenge Team, as a result of such Challenge Team taking part in the Challenge, except where such loss or damage is directly caused by the gross negligence of TII, its agents or distributors or that of its employees.  Where TII is liable to compensate a Challenge Team for such loss or damage then, insofar as is permitted by law, such loss of damage shall be limited to an aggregate total across all events giving rise to such liability of $75,000.   

DATA PROTECTION 

1. TII will only process Challenge Team’s personal information as set out on https://www.herox.com/privacy-policy and TII shall comply with its applicable obligations under data protection and privacy laws in relation to its collection and use of the Challenge Team Member’s personal information.

CONFIDENTIALITY

1. Subject to the TII’s right to publish details of all of the Solutions submitted by the Challenge Teams (as set out in the Publicity section above), all information identified as proprietary and submitted by Challenge Team to TII, or by TII to Challenge Team, relating to the Challenge will remain strictly confidential, unless a) otherwise agreed by Challenge Team and TII; b) as may be required by law; c) as may be required in order to carry out obligations under the Guidelines; and/or d) as set out in the Guidelines. 
2. The Challenge Team and TII agree to hold information received from each other in connection with the Challenge in strict confidence and that each will not disclose, copy, reproduce or distribute any of it without the consent of the provider of the information, during the Challenge and for a period of 2 years after the Challenge. The Challenge Team and TII retain all rights in its confidential information. 

TERM AND TERMINATION

1. TII shall not be liable for any failure in completion of the Challenge or delay in the performance of the Challenge caused by an event beyond its control.  
2. The Guidelines shall apply to Challenge Team from the Effective Date and, unless terminated earlier, shall end upon the winner of the Challenge being selected, save in respect of terms which are of an ongoing nature (such as ongoing licenses or the right to publish).
3. If there is any reason to believe that a Challenge Team has breached the Guidelines or should no longer participate in the Challenge, including for breach of the Guidelines, conflict, or ineligibility, TII may, at its sole discretion, disqualify the Challenge Team from participating in the Challenge and terminate these Guidelines with the Challenge Team. Upon such termination, each party will return the other party’s confidential information, save as otherwise set out in the Guidelines.
4. TII also reserves the right to terminate, hold void, suspend, cancel or amend the Challenge where it becomes necessary or desirable (in TII’s sole opinion) to do so.
5. Whether during the Challenge or once a Challenge Team has withdrawn or is otherwise disqualified from the Challenge or after the conclusion of the Challenge, the Challenge Team shall not engage in any conduct that reflects poorly on or is disparaging to TII and/or any Affiliate or that may disrupt or harm, in any manner, the Challenge. 

INSURANCE

1. For the duration of the Challenge and for six (6) years thereafter, Challenge Team shall have and maintain in place sufficient insurances with a reputable company covering, as a minimum, death, personal injury, and damage to property caused by Challenge Team arising from Challenge Team’s involvement in the Challenge. TII reserves the right to request evidence of such insurances. 

SUBCONTRACTING AND ASSIGNMENT 

1. Challenge Team shall not sub-contract the performance of any of its obligations under the Guidelines without the prior written consent of TII. Registration in the Challenge is also non-transferable and so Challenge Team shall not assign or transfer such registration or any of its rights under the Guidelines without TII’s prior written approval.
2. TII may assign, delegate or transfer any of its rights or interests or duties under the Guidelines at its absolute and sole discretion.
3. Challenge Team and TII shall be responsible for all acts and omissions of its sub-contractors and the acts and omissions of those employed or engaged by the sub-contractors as if such acts and omissions were their own.

DISPUTE RESOLUTION

1. If a dispute or claim arises out of or in connection to the Guidelines (a “Dispute”), then either party may give to the other notice in writing as to such Dispute, including supporting documents. Upon receipt of such notice, TII and Challenge Team shall attempt in good faith to resolve the Dispute. If not resolved within 30 days of service of the dispute notice, the CEO or equivalent of each party shall use their reasonable endeavors to resolve such Dispute in good faith. If not resolved within a further 30 days, either party may refer the Dispute for determination by one arbitrator in London under the London Court of International Arbitration (LCIA) Rules, whose decision will be final and binding on the parties.

GENERAL

1. These Guidelines and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Emirate of Abu Dhabi.  The official language of the Challenge shall be English.  Any communication and notices between TII and Challenge Team shall occur through the Challenge Team Lead, and shall be in writing, and may be by electronic mail. 
2. TII and Challenge Team shall, at the request and cost of the other, use all reasonable endeavours to promptly do or procure the doing of all such further acts, and execute and deliver or procure the valid execution and delivery of all such documents, as may from time to time be necessary to give full effect to the Guidelines and to secure the full benefit of the rights, remedies and benefits conferred on it by the Guidelines.
3. The Guidelines may be executed in counterparts, and together executed and delivered counterparts shall constitute a complete, binding contract. Facsimile or electronic execution shall have the same weight and effect as originals.
4. Waiver of a breach of any term of the Guidelines shall not operate as a waiver of breach of any other term or any subsequent breach of that term.
5. TII may at any time, without notice to the Challenge Team, set off any liability of Challenge Team to it against any liability it has to Challenge Team, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Guidelines. Any exercise by TII of its rights under this sub-section shall not limit or affect any other rights or remedies available to it under the Guidelines or otherwise.

Additional Information

• By participating in the Challenge, each Challenge Team Member agrees to adhere to the HeroX Intellectual Integrity Policy and promises to submit only their original idea. Any indication of "copying" amongst competitors is grounds for disqualification.
• All applications will go through a process of due diligence; any application found to be misrepresentative, plagiarized, or sharing an idea that is not their own will be automatically disqualified.
• All ineligible applicants will be automatically removed from the Challenge with no recourse or reimbursement.
• No purchase or payment of any kind is necessary to enter or win the competition.
• Void wherever restricted or prohibited by law.