Echovation Challenge 2017 Competitor Agreement

Challenge-Specific Agreement

Please Read This Carefully! You and ASE are agreeing to a Challenge-Specific Competitor Agreement for this particular ASE Challenge only. This ASE Challenge requires that you accept these special terms, so please take the time to understand them.

If you click "I agree" and proceed to register for this ASE Challenge, this Challenge-Specific Agreement ("CSA") will be a valid and binding agreement between you (and ALL members of your team, if applicable) and ASE and in addition to the existing HeroX Terms of Use for all purposes relating to this ASE Challenge. Please print and keep a copy of this CSA. No provisions you may have agreed to that are specific to any other individual ASE Challenge will apply.

1. Submissions. As a Competitor, you may submit to ASE your Submission for the ASE Challenge to which this CSA relates. By submitting your Submission you thereby agree to provide reasonable assistance and additional information concerning your Submission to ASE, if requested.

1. Acceptance of Submission and License to Use. ASE will notify you if your Submission has been selected by ASE for a Prize according to the Challenge Schedule set forth in the Challenge Guidelines. ASE will judge all Submissions against the criteria set out in the Challenge Guidelines and determine, in its sole discretion, which Submission best addresses the Challenge Guidelines. ASE has absolute and sole discretion to determine whether to accept your Submission, or any Submission, and whether to make 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. 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, you represent and warrant that:
   1. your entire Submission is an original work by you and your team members if applicable and does not include 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 your Submission, unless  you have either obtained express written permission or the rights to use such third-party content or the third party content of the Submission falls within the “fair use doctrine” or is considered in the public domain without any limitations on use;
   2. no person or entity other than you has any right, title or interest in any part of your Submission; if another person or entity does have such rights or interests, you have obtained express written consent to include the affected content or property in your Submission;
   3. unless otherwise disclosed in the Submission, the use thereof by ASE, or the exercise by ASE of any of the rights granted by you 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. you have all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that you have granted to ASE  hereunder;
   5. all persons who were engaged by you to work on the Submission or who appear in the Submission in any manner have:
      1. given you their express written consent to submit the Submission and grant to ASE a royalty-free limited license to promote and describe the Submission (but not otherwise use or create derivative work from it) in any manner that relates to promoting this specific event and challenge or future challenges and in any and all media, whether now existing or hereafter discovered, throughout the world, in perpetuity;
      2. given you their express written consent to grant to ASE a royalty-free limited license to record the live presentation, tentatively scheduled for June 4, 2017, in the event that your Submission is chosen as a finalist, and be able to use it in any manner and in any and all media, whether now existing or hereafter discovered, throughout the world, in perpetuity;
      3. provided written permission to include their name, image or pictures in or with your Submission (or if a minor who is not your child, you must have the permission of their parent or legal guardian) and you may be asked by ASE  to provide such permissions in writing;
      4. no claims for payment of any kind, including, without limitation, for royalties or residuals, has 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. you understand, recognize and accept that ASE  has access to, may independently create or has created materials and ideas which may be similar or even identical to the Submission in concept, theme, idea, format or other respects. You acknowledge and agree that this challenge and your submission shall not  interfere or limit ASE’s right to use such independently created same or similar materials, and that you will not be entitled to any compensation arising from ASE's use of such materials now or in the future.
   7. In the event that your entry is identical or similar to the Submission of another Competitor, ASE reserves the right, at the sole discretion of ASE, to score one Submission higher than the other in its sole discretion.

By entering, you agree that: (i) all Submissions become ASE's property and will not be returned; and (ii) ASE and its licensees, successors and assigns 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 that relates to this event/challenge or future challenges 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 COMPETITOR. THE COMPETITOR RETAINS OWNERSHIP OF THE COPYRIGHT IN THE SUBMISSION, BUT SUBJECT TO THE PERPETUAL, ROYALTY-FREE LIMITED LICENSE GRANTED TO ASE AS DESCRIBED ABOVE.

Please also be aware that your Submission may not be acknowledged and will not be received or held "in confidence" and your Submission does not create a confidential relationship or obligation of secrecy between you and any of the entities involved in this Challenge. ASE is not subject to any confidentiality requirements with respect to your Submission. Compliance with any disclosure or nondisclosure requirements that apply to researchers or research sponsors (whether under federal securities laws, contract agreement, or otherwise) is the sole responsibility of the submitter and/or sponsor, and not ASE.

While ASE will make every effort to keep initial submissions private from the general public, ASE is not responsible for any accidental disclosure of your Submission due to human error, theft, destruction, or other factors beyond its reasonable control. Additionally, ASE reserves the right to post Submitter-written summaries and Submitted videos of selected Submissions on the HeroX for public comment and/or voting.

1. Other Contracts, Confidentiality, and Indemnification. You agree that you will not disclose to ASE any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. You agree that you will not discuss any confidential information of your own, other parties, or ASE unless you are specifically using the HeroX website to do so. Should your participation in the Challenge be found to breach legal obligations you may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 3, you agree to defend, indemnify and hold harmless ASE, 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.

1. Changes and Cancellation. ASE 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. Competitors are responsible for regularly reviewing the Challenge site to ensure you are meeting all rules and requirements of the Challenge.

In the event that this Challenge is canceled by ASE in its entirety for any reason, ASE shall have no other liability or obligation. In the event that the Competition or Event commences but is interrupted in whole or in part by circumstances beyond the control of ASE, including, but not limited to, power or equipment failure, acts of God, severe weather, terrorism, civil disorder, labor unrest, or any other emergency making it illegal, impossible, impractical or unsafe to hold the Competition, you understand and agree that you are not entitled to any remuneration, but that ASE may in its sole discretion offer future concessions or opportunities.

1. GENERAL CONDITIONS. ASE has the right to verify each Competitor's eligibility and compliance with this CSA. ASE has the right to enforce the terms and conditions hereof directly against you. Participation is conditioned on providing the data required in the online registration form. Competitors should direct any request to access, update, or correct information to ASE. ASE is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
   1. Competitors 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. Competitor is responsible for any related costs to complete activities related to solving the challenge;
   3. Competitor is responsible for obeying any local, national, and international laws in undertaking any activities related to solving the challenge;
   4. Competitor is responsible for obtaining any insurance related to activities performed to solve the challenge;
   5. Competitor is responsible for truthful representation of all activities undertaken to solve the challenge; ASE  reserves the right, at any time, to verify such activities;
   6. Competitor is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the challenge; ASE  is not responsible for calculating results, but reserves the right, at any time, to verify such information;
   7. Competitor is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; ASE  is not required to accept late registrations or late Submissions;
   8. Competitor understands, acknowledges, and agrees that by entering this ASE Challenge, or while under this ASE Challenge, you do not receive any intellectual property rights in any copyrights, patents, trademarks, trade names, technology, trade secrets, or know-how of ASE or any affiliated third party.
   9. ASE  is not liable for any activities undertaken to solve the challenge;
   10. ASE has the right to disqualify an individual from the challenge at any time.
   11. This competition is void where prohibited by law.
   12. By entering this competition, you agree to pay any shipping or handling fee associated with any prize, along with all federal, state and local taxes associated with the prize.   You further understand and acknowledge that ASE will submit to the Internal Revenue Service appropriate forms reporting the fair market value of the prize in accordance with applicable law. 

1. Representations and Warranties. You represent and warrant that:
   1. All information provided by you regarding yourself and, if applicable, your business ("Competitor Information") is true, accurate, current, and complete information and you will maintain and update the Competitor Information to keep it true, accurate, current and complete.
   2. If you are an individual representing a business or other entity, you are authorized to enter into this Agreement on behalf of that business or entity.
   3. Unless otherwise disclosed in the Submission, you are 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. You have the right to grant the license in the Submission as required by Section 2 of this CSA.

1. Governing Law. This agreement shall be construed and enforced in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions. Any action to enforce this Agreement must be brought in a court of competent jurisdiction in North Carolina.

1. Indemnification and Waiver of Claims.  You and all members of your team, if applicable (collectively the Indemnifying Party) agree to indemnify, defend and hold harmless ASE and its officers, directors, employees and agents (the Indemnified Party) from any personal injury, property damage or other claim brought against the Indemnified Party arising out of or caused by the negligence of the Indemnifying Party or its agents and equipment.   By participating in the Competition, you agree that under no circumstances will ASE, its officers, directors, employees, agents, or licensees ("Released Parties") be liable for any form of damages arising out of your participation in the Contest and you further waive any rights to bring any claim against the Released Parties in any forum related to your participation in the Competition.

1. Conflict. In the case of any conflict between the terms of this CSA and the Terms of Use, this CSA controls.