PLEASE READ THIS CAREFULLY!
You ("Innovator”) and Gerdau S/A ("Challenge Sponsor”) are entering into this Challenge-Specific Agreement ("CSA”) for this particular incentive-based competition ("Challenge”) only. In order to participate in this Challenge, Innovator must accept these terms, and therefore should take the time to understand them.
If Innovator clicks "Accept" and proceeds to register for this Challenge, this CSA will be a valid and binding agreement between Innovator and Challenge Sponsor. Innovator should print and keep a copy of this CSA. No provisions that Innovator may have agreed to that are specific to any other individual challenge will apply.
1. Submissions.
1.1. By participating in this Challenge, Innovator may submit to Challenge Sponsor submission materials ("Submission”), as set forth in the Challenge Guidelines specific to this challenge on HeroX.com, for the Challenge to which this CSA relates. By submitting a Submission, Innovator thereby agrees to provide reasonable assistance and additional information concerning the Submission to Challenge Sponsor, if requested.
1.2. All Submissions must be original to Innovator and must have been created by Innovator exclusively for the Challenge. Until the result of the Challenge is announced by Challenge Sponsor, Innovator shall not provide third parties access to the Submission or the ideas in it, and Innovator shall not license or authorize third parties to exploit any rights thereof.
1.3. The Submission may or may not be acknowledged by Challenge Sponsor and will not be received or held "in confidence" by Challenge Sponsor. 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.
2. Judgment of Submission and License of Intellectual Property Rights.
2.1. Challenge Sponsor will notify Innovator if Submission has been selected for a prize ("Prize”), as set forth in the Challenge Guidelines, according to the schedule set forth in the Challenge Guidelines. If Innovator worked with another person or entity in connection with the Submission and if Innovator wins a Prize, Innovator shall be solely responsible for dividing the Prize appropriately among itself and such other person or entity. Challenge Sponsor will judge all Submissions against the criteria set forth in the Challenge Guidelines and determine, in its sole discretion, which Submission if any 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 award 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.
2.2. In the event that Innovator’s entry is identical or similar to the Submission of another competitor, Challenge Sponsor reserves the right, at the sole discretion of Challenge Sponsor, to 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 or to resolve the matter by another process deemed suitable by Challenge Sponsor.
2.3. Innovator acknowledges that, by accepting a Submission or not, Challenge Sponsor does not waive any rights to use similar or related ideas, concepts, solutions or technology previously known to Challenge Sponsor, or developed by its employees, or obtained from sources other than Innovator. All Intellectual Property Rights (as defined below), if any, developed by Innovator by the Submission will remain with Innovator. As set forth in Section 3.1, if Innovator is considered a Finalist, Finalist hereby grants Challenge Sponsor a royalty-free, perpetual, irrevocable, assignable, sublicensable, non-exclusive, worldwide right and license to exploit all Intellectual Property Rights as may exist in or be derived from the Submission. This right and license is in permanent derogation from the Intellectual Property Rights and will remain in force even if Innovator sell, transfers, or otherwise parts with all or any part of the Intellectual Property Rights. As set forth in Section 1.2, Innovator agrees not to disclose or exploit any Intellectual Property Rights in the Submission until the Prize (or other result of the Challenge) is announced, after which period the Innovator will be free to exploit its Intellectual Property Rights without any restriction other than the non-exclusive right and license granted to Challenge Sponsor herein.
2.3.1. “Intellectual Property” means all technology and intangible property, regardless of form, including without limitation: published and unpublished works of authorship, including without limitation audiovisual works, collective works, computer programs, compilations, databases, derivative works, literary works, maskworks, and sound recordings (“Works of Authorship”); inventions and discoveries, including without limitation, articles of manufacture, business methods, compositions of matter, improvements, machines, methods, and processes and new uses for any of the preceding items (“Inventions”); words, names, symbols, devices, designs, and other designations, and combinations of the preceding items, used to identify or distinguish a business, good, group, product, or service or to indicate a form of certification, including without limitation logos, product designs, and product features (“Trademarks”); and information that is not generally known or readily ascertainable through proper means, whether tangible or intangible, including without limitation algorithms, customer lists, ideas, designs, formulas, know-how, methods, processes, programs, prototypes, systems, and techniques (“Confidential Information”).
2.3.2. “Intellectual Property Rights” means all rights in, arising out of, or associated with Intellectual Property in any jurisdiction, including without limitation: rights in, arising out of, or associated with Works of Authorship, including without limitation rights in maskworks and databases and rights granted or recognized by law under any copyright or neighboring rights legislation; rights in, arising out of, or associated with Inventions, including without limitation rights granted or recognized by law under any patent or any other industrial property rights legislation; rights in, arising out of, or associated with Trademarks, including without limitation rights granted or recognized by law under any trademark registration or any other trademark-related legislation; rights in, arising out of, or associated with Confidential Information, including without limitation rights granted or recognized by law under legislation that regulates trade secrets, confidential information, and rights in, arising out of, or associated with domain names. To the fullest extent permitted by law, Innovator hereby waives and covenants not to enforce any moral rights as may exist in the Submission. For the avoidance of doubt, Challenge Sponsor does not grant any right or license to Innovator (or any other party) in relation to any Intellectual Property Rights. For the further avoidance of doubt, the presence or absence of Confidential Information in any Submission shall not prevent Challenge Sponsor from enjoying the benefits of the right and license granted by Innovator herein even if doing so discloses Confidential Information.
3. Use of Submissions
3.1. If Challenge Sponsor notifies Innovator that his/her Submission is eligible to win a Prize, Innovator will be considered to be a Finalist (“Finalist”) in the Challenge.
3.2. Challenge Sponsor will have the right but not the obligation, at its sole discretion, to opt to implement and/or exploit some or all Intellectual Property Rights as may exist in or be derived from one or more Submissions and to undertake to further develop any part thereof. To the extent that the Submission does not contain, include, or rely upon any Intellectual Property Rights, no limitations or obligations will apply to Challenge Sponsor in relation thereto.
3.3. Innovator acknowledges and agrees that that under no circumstances will any amounts, whether in cash or other compensation or value, be due or payable to Innovator in connection with the Submission, the Challenge, or the rights, licenses, and other promises granted and/or made by Innovator in and in connection with this CSA. The entire compensation to Innovator is the consideration of the Submission by Challenge Sponsor in the context of the Challenge and the possibility that Innovator may win a Prize.
3.4. Challenge Sponsor may call upon any Finalist to cooperate and provide input in the development of its Submission. In such case, the parties will jointly define the terms for such collaboration.
3.5. Finalist hereby grants to Challenge Sponsor a royalty-free, perpetual, irrevocable, assignable, sublicensable, non-exclusive, worldwide right and license to use in relation to the Challenge and the Submission the names, likenesses, voices and images of all persons submitting or appearing in the Submission, which right and license Challenge Sponsor may use inter alia for future advertising, promotion and publicity in any manner and in any medium now known or hereafter devised.
4. Third-Party Intellectual Property Rights in Submissions
4.1. Submissions must NOT contain or include the Intellectual Property or Intellectual Property Rights of any third party unless Innovator (i) expressly identifies such property and rights in the Submission and (ii) includes with the Submission a written and enforceable license from such third party granting to Challenge Sponsor in relation to such Intellectual Property and Intellectual Property Rights all rights and licenses required in this CSA to be granted by Innovator to Challenge Sponsor.
4.2. Innovator will defend, indemnify, and hold harmless Challenge Sponsor, and Challenge Sponsor’s affiliates, officers, directors, shareholders, successors, and assigns, from and against any and all losses, liabilities, and costs including, without limitation, reasonable attorneys’ fees, expenses, penalties, judgments, claims and demands of every kind and character that any of them may incur, suffer, or be required to pay in connection with a claim by a third party that the Submission or any use of the Submission or the rights and licenses granted to Challenge Sponsor herein infringe or otherwise violate the Intellectual Property Rights of such third party.
5. Other Contracts, Confidentiality, and Indemnification.
5.1. Innovator represents and warrants that Innovator will not disclose to Challenge Sponsor any Confidential Information or other proprietary information or material that Innovator is obligated to maintain in confidence or that Innovator otherwise does not have the right to sell, license, disclose, or use as contemplated herein. Innovator represents and warrants that it is not party to any contract and does not have any legal obligation that conflicts with or would otherwise prevent Innovator from performing its obligations hereunder.
5.2. Innovator will defend, indemnify, and hold harmless Challenge Sponsor, and Challenge Sponsor’s affiliates, officers, directors, shareholders, successors, and assigns, from and against any and all losses, liabilities, and costs including, without limitation, reasonable attorneys’ fees, expenses, penalties, judgments, claims and demands of every kind and character that any of them may incur, suffer, or be required to pay in connection with or resulting from a breach by Innovator of any representation or warranty made in this CSA.
5.3. 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 Prize completely.
5.4. In the case Challenge Sponsor does not award the Prize to any Innovators, Challenge Sponsor reserves the right to withhold the Prize amount.
5.5. Consolation Prize. In place of or in addition to the original prize amount, Challenge Sponsor may issue, at its sole discretion, a Consolation Prize to a team or individual that it deems deserving of a Consolation Prize.
6. General Conditions.
6.1. Challenge Sponsor has the right to verify each Innovator's eligibility and compliance with this CSA and the Challenge Guidelines. Challenge Sponsor has the right to enforce the terms and conditions hereof directly against Innovator. Participation is conditioned on Innovator 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.
6.2. Innovators 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.
6.3. Innovator is responsible for all costs associated with its participation in the Challenge.
6.4. Innovator is responsible for obeying all local, national, and international laws in in connection with its participation in the Challenge.
6.5. Innovator is responsible for obtaining any authorizations, licenses, permissions, and insurance that may be necessary or desirable in connection with its participation in the Challenge.
6.6. Innovator shall make only truthful statements and representations in connection with its participation in the Challenge; Challenge Sponsor reserves the right, at any time, to verify such statements and representations.
6.7. Innovator is responsible for maintaining accurate records of all data, metrics, and/or impacts related to its activities in the Challenge; Challenge Sponsor is not responsible for calculating results, but reserves the right, at any time, to verify such information.
6.8. Innovator is responsible for completing registration and submitting its Submission by the dates outlined in the Challenge Guidelines; Challenge Sponsor is not required to accept late registrations or late Submissions.
6.9. Challenge Sponsor is not responsible or liable for any activities undertaken by Innovator.
6.10. Challenge Sponsor has the right to disqualify an individual from the Challenge at any time for any reason or for no reason.
7. Representations and Warranties.
7.1. Innovator represents and warrants that:
(i) All information provided by Innovator regarding Innovator and, if applicable, its business ("Competitor Information") is true, accurate, current, and complete information, and Innovator will maintain and update the Competitor Information to keep it true, accurate, current and complete. Innovator has also provided the names of all the individuals involved the development of the Submission.
(ii) If Innovator is an individual representing a business or other entity, Innovator is authorized to enter into this CSA and the Challenge on behalf of that business or entity.
(iii) Innovator is not a minor and has the right and authority to enter into and perform this CSA. No person participating with Innovator in the Challenge and/or contributing to the Submission is a minor.
(iv) The entire Submission is an original work by Innovator, except as otherwise disclosed in the Submission (along with the provision of a proper third-party license).
(v) Unless otherwise disclosed in the Submission (along with the provision of a proper third-party license), Innovator is the owner of the Submission and the Submission does not include the Intellectual Property or infringe or violate the Intellectual Property Rights of any third party. Use by Challenge Sponsor or its licensees of the Submission and any Intellectual Property therein will not infringe the Intellectual Property Rights or any other legal or proprietary rights of any third party.
(vi) Innovator has the right to grant the rights and licenses granted in this CSA.
(vii) All persons who have been engaged by Innovator or who have otherwise worked on or contributed in any way to the Submission has (a) granted sufficient rights to Innovator to enable Innovator to grant the rights and licenses granted in this CSA, and (b) granted permission to Innovator to submit the Submission and otherwise participate in the Challenge.
(viii) If applicable, Innovator will divide the Prize appropriately among those persons or entities that contributed to the Submission.
Neither Innovator nor any person or entity working with Innovator on the Submission is party to any union, guild or labor agreement, or any other contractual or legal obligation, that would limit or alter any rights, licenses, or economic terms of this CSA.
8. Conflict. In the case of any conflict between the terms of this CSA and the Challenge Guidelines, the terms of this CSA shall control.
9. Governing Law. This Agreement will be governed and interpreted by and under the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction. The federal and state courts sitting in New York County, New York shall exclusive jurisdiction over any disputes arising out of or in connection with this Agreement, and the parties hereby consent to personal jurisdiction in such courts for the purpose of enforcement of any rights relating to this CSA.
10.Miscellaneous.
10.1 Waiver. A failure or delay of either party to enforce any provision of or exercise any right under this CSA will not be construed to be a waiver. No waiver by a party will be effective unless expressly made in writing.
10.2 Severability. If any provision of this CSA is held by a court of competent jurisdiction to be unenforceable or invalid in any respect, such unenforceability or invalidity will not affect any other provision of this CSA, and this CSA will then be construed as if such unenforceable or invalid provisions had never been a part of this CSA.
10.3 Headings. The captions in this CSA are included for convenience only and will not affect the meaning or interpretation of this CSA.
10.4 Drafting. This CSA is the product of negotiations between the parties and their respective counsel, if any; no provision or section of this CSA will be construed against either party by reason of ambiguity of language, rule of construction against the draftsman, or similar doctrine.
10.5 Assignment. This CSA will be binding upon each party’s respective successors and assigns, and each party will cause such successor and assignee to be so bound. This CSA is personal to Innovator and is not assignable or transferable by him or her. Challenge Sponsor may assign or transfer this CSA or any part of it to any third party. Any purported assignment or transfer of this CSA in violation of this provision shall be void ab initio.
10.6 Amendments. This CSA will not be amended or modified in any respect except in writing, duly executed by both parties.
10.7 Entire Agreement. This CSA evidences the entire agreement and understanding between parties with respect to its subject matter and supersedes all prior agreements between the parties.
