Mental Health and Wellness App for First Responders Competitor Agreement

Challenge-Specific Agreement

TERMS AND CONDITIONS

IMPORTANT: Please note that the agreement below is meant for those solutions that still need to be built and deployed. If you have a solution that's commercially available, and are selected, we will work with you on a suitable commercial license agreement.

By clicking “Accept” and making a Submission (as defined herein) you (“Innovator”) signify that you have read, understood and agree to be bound by these Terms and Conditions (the “Terms and Conditions”) with respect to participation in the Challenge (as defined herein).

IMPORTANT NOTICE: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS, AND INDEMNITIES.

The Innovator’s participation in the Challenge is subject to these Terms and Conditions. If you are not willing to be bound by each and every term or condition, or if any representation made herein by the Innovator is not true, the Innovator may not participate in the Challenge.

The Innovator acknowledges that they have read the Challenge Guidelines (as defined below) as same may be amended and updated from time to time (the “Challenge Guidelines”), and which Challenge Guidelines are incorporated herein by reference and form an integral part of these Terms and Conditions.

The Innovator acknowledges that the Challenge Guidelines and these Terms and Conditions form the basis of the incentive-based competition (the “Challenge”) being entered into by the Innovator and put on by The Edmonton Police Foundation (the “Challenge Organizer”), and that by clicking “Accept” and making a Submission, a binding agreement will be created between the Innovator and the Challenge Organizer.

1. Amendments to Terms and Conditions and/or Challenge Guidelines. The Challenge Organizer reserves the right to amend these Terms and Conditions, the Challenge Guidelines and the Challenge Schedule (as defined herein) at any time, provided that notice of any such amendment shall be given to each Innovator by email at the email address provided by the Innovator as part of their registration. The Challenge Organizer shall ensure that the latest, fully amended version of these Terms and Conditions and the Challenge Guidelines are published on the Website. In the event an Innovator does not accept any amendment to these Terms and Conditions and/or the Challenge Guidelines, the Innovator shall be entitled to withdraw their Submission and terminate their participation in the Challenge upon delivering notice of such withdrawal to the Challenge Organizer within ten (10) days of the date notice of the amendment was given to the Innovator. The Innovator is responsible for regularly reviewing the Website to ensure that they are familiar with and in compliance with all rules and requirements of the Challenge. Innovator should print and keep a copy of these Terms and Conditions. No terms or conditions from any previous challenge shall apply.
2. Cancellation of Challenge. The Challenge Organizer shall have the right, in its sole discretion, to cancel the Challenge at any time and may decline to award any Prize (as defined herein), provided that notice of any such cancellation shall: (i) be given to each Innovator by email at the email address provided by the Innovator as part of their registration; and (ii) published on the Website.
3. Eligibility. All Innovators must be eighteen (18) years of age or older as of the date of Submission. Participation in the Challenge is not available to residents of the Province of Quebec, or in countries where the Challenge is prohibited by law. Participation in the Challenge is not available to employees, shareholders, board members, officers or directors of the Challenge Organizer, or other individuals or entities affiliated with the Challenge Organizer who otherwise provide consulting, contractual or similar services to the Challenge Organizer. If an Innovator is unsure whether they meet the eligibility requirements, they should contact the Challenge Organizer. Participation in the Challenge is subject to the Innovator providing the basic personal information and data required in the online registration form. Innovators should direct any request to access, update, or correct information in their registration or their Submission(s) to the Challenge Organizer. The Challenge Organizer reserves the right to verify eligibility requirements at any time. Innovators who are found to have violated the eligibility criteria at any time will be disqualified from the Challenge.
4. Enforcement of Terms and Conditions. The Challenge Organizer shall have the right to enforce these Terms and Conditions directly against an Innovator, and shall be entitled to disqualify an Innovator from the Challenge at any time at the Challenge Organizer’s sole discretion.
5. Submissions.
   1. Submissions Generally. In order to participate in the Challenge, an Innovator must submit an idea, proposal, design, plan or other recommendation (each a “Submission”) to the Challenge Organizer that addresses the goals of the Challenge as outlined in the Challenge Guidelines. The Innovator shall be solely responsible for all costs, charges or other amounts required to complete and deliver their Submission to the Challenge Organizer. The Innovator acknowledges that it is responsible for completing its registration and making its Submission(s) in accordance with the dates outlined in the Challenge Guidelines (the “Challenge Schedule”). The Challenge Organizer shall not be required to accept late registrations or late Submissions. The Innovator shall be responsible for arranging for the return of any physical or tangible Submissions made by the Innovator to the Challenge Organizer, including all costs, assembly and disassembly fees, and shipping amounts associated with same.
   2. Supplemental Documents. The Challenge Organizer shall have the right to request such additional documents, records, diagrams, schematics, explanatory notes or other documentation or data necessary to better understand or evaluate the Innovator’s Submission(s), and the Innovator acknowledges and agrees that they shall be solely responsible with complying for any request for same. The Challenge Organizer reserves the right to verify all aspects of an Innovator’s Submission at any time.
   3. Submission(s) as a Team. An Innovator may participate in the Challenge as an individual, a group of individuals (an “Innovator Team”), or both. Each individual member of an Innovator Team shall be deemed an Innovator and must meet the eligibility requirements set out in Section 3 of these Terms and Conditions. These Terms and Conditions shall be binding upon each member of an Innovator Team, and all members of the Innovator Team shall be joint and severally bound. All members of an Innovator Team are responsible for ensuring they review these Terms and Conditions and are able to make every representation, warranty and covenant contained herein, and perform every obligation on the part of the Innovator to be performed.
   4. Portal. All Submissions shall be made online through the portal located at: herox.com (the “Portal”). Innovators acknowledge and agree that use of the Portal is governed by the terms of use available at: https://www.herox.com/terms-of-use (the “Portal Terms of Use”), and that such Portal Terms of Use are incorporated herein by reference and form an integral part of these Terms and Conditions. The Innovator acknowledges and agrees that receipt of a Submission may not be acknowledged by the Challenge Organizer directly or at all. The Challenge Organizer covenants and agrees that it shall not use any Submission provided by an Innovator for any purpose other than for determining the Innovator’s participation in the Challenge and evaluating such Submission against the Challenge Guidelines.
   5. DELETED INTENTIONALLY
   6. Damaged or Lost Submissions. The Challenge Organizer shall not be liable for any damage or destruction to, theft or other loss of, any Submission, whether caused by the negligence or willful misconduct of the Challenge Organizer or otherwise.
   7. Grant of License. By making a Submission, the Innovator grants to the Challenge Organizer, for the purposes of participating in the Challenge, an irrevocable, royalty-free, exclusive, worldwide, fully paid-up, limited license from the time a Submission is submitted to the earlier of: (i) a Prize is awarded by the Challenge Organizer; or (ii) the Challenge is cancelled or otherwise terminated; to use, copy, distribute, transmit, display, edit, delete, publish, translate, modify and develop all or any part of the Innovator’s Submission, including but not limited to development of derivative works of and from all or any part of the Innovator’s Submission (the “License”).
   8. Ownership of Intellectual Property.
      1. Subject to Section 5(h)(ii) of these Terms and Conditions, notwithstanding the granting of the License by the Innovator to the Challenge Organizer, the Innovator shall retain ownership of the Submission and the intellectual property rights associated with same.
      2. In the event the Innovator is awarded a Prize, ownership of the Submission, including all intellectual property and intellectual property rights associated with such Submission, shall immediately vest with the Challenge Organizer (the “Transfer of Ownership”), and the Innovator covenants and agrees to do such things and execute such further documents, agreements and assurances as may be necessary to give effect to such Transfer of Ownership. Notwithstanding the foregoing, the Challenge Organizer, in its sole discretion, may assign its rights as transferee and recipient of the Transfer of Ownership to any third-party the Challenge Organizer may choose.
   9. Similar/Identical Submissions. The Innovator acknowledges, understands, and agrees that the Challenge Organizer have access to, may create, or have created materials and ideas which may be similar or identical to the Innovator’s Submission(s) in concept, theme, idea, format or other material respects. The Innovator acknowledges and agrees that, notwithstanding any similarities or identicalness, such materials and ideas were independently derived by the Challenge Organizer separate and apart from the Innovator’s Submission(s), and the Challenge Organizer shall have the right to use such identical or similar materials and ideas without compensation to the Innovator whatsoever. In the event an Innovator’s Submission is substantially similar or identical to the Submission of another Challenge participant, the Challenge Organizer may, at its sole discretion, elect to either: (i) subject to the Challenge Guidelines, score one Submission higher than the other; or (ii) where a determination cannot be made in accordance with the Challenge Guidelines, randomly choose a Submission from those Submissions that are substantially similar or identical to one another.
6. Privacy and Personal Information. The Innovator hereby consents to the collection, use, disclosure and retention by the Challenge Organizer of the Innovators personal information provided by the Innovator during the registration process and/or as part of any Submission(s) made by or on behalf of the Innovator. The Innovator acknowledges and agrees that such personal information shall be subject to the privacy policy available at: (http://truebluefriendyeg.com/wp-content/uploads/2017/10/Edmonton-Police-Foundation_Privacy-Policy.pdf (the “Privacy Policy”) and all applicable laws. The Innovator further consents to the Challenge Organizer’s use of such personal information in accordance with the applicable terms and conditions contained in the Privacy Policy, which Privacy Policy is incorporated herein by reference and forms an integral part of these Terms and Conditions.
7. Non-Individual/Entity Innovators.
   1. Joint and Several. In the event an individual Innovator is entering the Challenge and/or making a Submission on behalf of a corporation, partnership, joint venture, syndicate, sole proprietorship or other similar entity or organization (each a “Non-Individual Innovator”), such individual Innovator shall be deemed a representative of the Non-Individual Innovator, and all references to “Innovator” throughout these Terms and Conditions shall include the Non-Individual Innovator jointly and severally with the individual Innovator personally.
   2. Consents, Approvals and Compliance with Policies. Each Innovator is responsible for ensuring that their participation in the Challenge is in accordance with all policies, procedures or other rules and regulations established by such Non-Individual Innovator, and that all internal consents and approvals for participation in the Challenge and/or entry of Submission(s) have been obtained by the Innovator from the necessary officers, directors, managers, executives or other officials of the Non-Individual Innovator. The Innovator acknowledges and agrees that entry into the Challenge without having obtained the necessary consents and approvals may result in disqualification of the Innovator’s Submission(s) by the Challenge Organizer at the Challenge Organizer’s sole discretion.
8. Prize Awards. The Challenge Organizer will judge all Submissions against the criteria set forth in the Challenge Guidelines and determine, in its sole discretion, which Submission best addresses the Challenge Guidelines. The Challenge Organizer has the absolute and sole discretion to determine whether to accept an Innovator’s Submission, or any Submission, and whether to award a prize (a “Prize”), multiple Prizes or any Prize at all. A Submission that meets the Challenge Guidelines does not automatically mean that such Submission will receive a Prize. The Challenge Organizer will notify the Innovator if their Submission has been selected for a Prize in accordance with the timelines set out in the Challenge Schedule, and as otherwise provided in the Challenge Guidelines. In the event a Non-Individual Innovator is selected to receive a Prize, an officer or other person entitled to bind the entity will be required to validate that the Non-Individual Innovator is entitled to receive the Prize and shall cause such Non-Individual Innovator to do such things and execute such further documents, agreements and assurances as may be necessary to give effect to the Transfer of Ownership contemplated in Section 5(h)(ii) of these Terms and Conditions.
9. Representations and Warranties.
   1. Innovators Generally. Each Innovator represents and warrants that:
      1. they have the legal right and capacity to agree to these Terms and Conditions, enter into the Challenge and make their Submission(s);
      2. all information provided by the Innovator in its registration is true, accurate, current, and complete as of the date of registration;
      3. submission by the Innovator of a Submission will not violate or infringe the legal rights of any third-party, including, without limitation, the intellectual property rights of any third-party;
      4. no individual, entity or person other than the Innovator has any right, title or interest in or to any part of the Submission(s);
      5. the Innovator has all rights, licenses, permissions and consents necessary to submit their Submission(s) and to grant all of the rights contemplated by these Terms and Conditions to be granted by the Innovator to the Challenge Organizer, including without limitation, the License;
      6. each Submission made by the Innovator is entirely an original work by the Innovator and does include any third-party content or intellectual property, including but not limited to writing, text, graphics, artwork, logos and designs, unless:
         1. the Innovator has obtained the right to use such third-party content from the appropriate third-party; or
         2. such third-party content is considered to be in the public domain without any limitations on its use;
      7. all individuals, entities, or other persons engaged by the Innovator to work on, or who have otherwise contributed to or appear in a Submission in any manner:
         1. have given Innovator 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. have provided written consent to the collection, use, disclosure and retention of personal information, including but not limited to their name, image and likeness, to the extent such personal information is incorporated in a Submission;
         3. have no claim for and are not otherwise entitled to payment or compensation of any kind for the Submission including, without limitation, royalties or residuals;
         4. have no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission; and
         5. have not been and are not currently under any union, labour group or guild agreement that results in any ongoing obligations that impact the use, exhibition or other exploitation of the Submission.
   2. Non-Individual Innovators. In addition to making those representations and warranties set out in Section 9(a) above, each Non-Individual Innovator and its representative further represent and warrant that:
      1. the Non-Individual Innovator is a duly created, formed or organized entity that is validly existing and in good standing under the laws of its province, territory, state or country of incorporation or organization;
      2. the Non-Individual Innovator has all the necessary authority, consents and approvals to participate in the Challenge, and make Submissions; and
      3. the representative of the Non-Individual Innovator is authorized to agree to these Terms and Conditions, enter into the Challenge and make the Submission(s) on behalf of the Non-Individual Innovator.
10. Covenants. The Innovator covenants and agrees with the Challenge Organizer that the Innovator shall:
    1. maintain and update the Innovator’s registration information to ensure such information remains true, accurate, current and complete throughout the Challenge;
    2. maintain ownership of and/or the right to use all intellectual property associated with a Submission throughout the Challenge process, and not sell, assign, transfer or otherwise encumber all or any part of the intellectual property associated with a Submission;
    3. in participating in the Challenge and making any Submission, comply with all applicable laws;
    4. not disclose any confidential information of the Challenge Organizer of any third-party, including but not limited to: (i) any Data Room content; (ii) any confidential information which forms the basis of any existing contractual or other legal obligation by which the Innovator is bound; and (iii) any confidential information which is governed by laws relating to the protection of information, privacy, personal information or any other applicable laws;
    5. obtain and keep in full force and effect any insurance required in relation to the Innovator’s Submission or participation in the Challenge;
    6. maintain accurate records, data, metrics and other results and outcomes related to the Innovator’s Submission(s), and provide the Challenge Organizer access to same upon request; and
    7. provide reasonable assistance and additional information concerning their Submission(s) to the Challenge Organizer, upon request.
11. Indemnification. The Innovator hereby indemnifies and saves the Challenge Organizer and their respective directors, board members, officers, employees, shareholders, agents, licensors, successors and assigns (collectively, “the Indemnified Parties”) harmless from and against any and all liabilities, obligations, claims, actions, demands, losses, damages, penalties, fines, amounts, costs and expenses of whatever kind or nature and howsoever arising (including legal fees on a solicitor client full indemnity basis, and all other professional fees and disbursements) which may arise in any manner whatsoever as a result of, relating to, accruing from or with respect to any of the following:
    1. the breach by the Innovator of any term or provision of these Terms and Conditions;
    2. the failure of the Innovator to observe or perform any duty or obligation owed to the Challenge Organizer under these Terms and Conditions, the Challenge Guidelines, at law, or otherwise;
    3. the negligence, willful misconduct or omission of the Innovator;
    4. fraud;
    5. any inaccuracy, misrepresentation, misstatement, false or untrue statement or omission in any representation or warranty provided by the Innovator; and
    6. any claim brought against the Challenge Organizer by a third-party arising from or relating to the Innovator’s participation in the Challenge, or an Innovator’s Submission(s), including without limitation, any claim for infringement of intellectual property rights.
    7. The terms and conditions set out in this Section 11 shall survive the completion, expiration or other termination of the Challenge, including the Innovator’s participation therein.
12. Limitation of Liability. Notwithstanding any other provision of these Terms and Conditions and the Challenge Guidelines, in no event shall the Indemnified Parties be liable for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages whatsoever, including but not limited to damages for loss of profits, goodwill, opportunity, earnings, use or data, arising directly or indirectly from or related to the Challenge, the Challenge Guidelines, these Terms and Conditions, or the Innovator’s participation in the Challenge, regardless of the cause of action and even if one or more of the Indemnified Parties has been advised of the possibility of such damages or losses.
13. General.
    1. Entire Agreement. These Terms and Conditions, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, including but not limited to the Challenge Guidelines, the Website, the Portal Terms of Use, the Data Room Terms of Use and the Privacy Policy, constitutes the entire agreement between the Innovator and the Challenge Organizer with respect to the matters referred to in these Terms and Conditions and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between the Innovator and the Challenge Organizer with respect to such matters.
    2. Interpretation.  In these Terms and Conditions, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms and Conditions; (ii) the word "including", the word "includes" and the phrase "such as", when following a general statement or term (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word "or" between two or more listed matters does not imply an exclusive relationship between the matters being connected; and (iii) the singular of any terms includes the plural, and vice versa, the use of any term is generally applicable to any gender and where applicable, a body corporate.
    3. Wavier. The Challenge Organizer’s failure to insist upon or enforce strict performance of any provisions of these Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the Innovator and the Challenge Organizer nor trade practice will act to modify any provision of these Terms and Conditions. The Challenge Organizer’s rights, powers and remedies in these Terms and Conditions are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to the Challenge Organizer at law or in equity.
    4. Severability. If any provision of these Terms and Conditions is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.
    5. Currency. All amounts references in these Terms and Conditions are stated and to be paid in lawful currency of Canada.
    6. Applicable Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable herein. The Innovator and the Challenge Organizer hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Province of Alberta.
    7. Further Assurances. The Innovator and the Challenge Organizer do hereby covenant and agree to do such things and execute such further documents, agreements and assurances as may be necessary or advisable from time to time in order to carry out these Terms and Conditions and/or the Challenge Guidelines in accordance with their true intent.