Row-Crop Planting Technology Competitor Agreement

Challenge-Specific Agreement

 

PLEASE READ THIS CAREFULLY! You ("Innovator”) and Kinze ("Sponsor”) are entering into this Challenge-Specific Agreement (“CSA”) for this time sensitive, incentive-based, competition ("Challenge”) only. In order to participate in this Challenge, Innovator must take the time to understand and accept the terms of this legally binding agreement.

 

By clicking "Accept" and registering for this Challenge, the Innovator consents to the HeroX Terms of Use and this CSA being the controlling agreement between Innovator and Sponsor for this Challenge. Innovator should print and keep a copy of the HeroX Terms of Use, the Challenge Guidelines and this CSA. The parties agree the exchange of ideas for the chance at winning the Prize is sufficient consideration for this agreement.

 

1. Submissions. By participating in this Challenge, Innovator may submit Challenge materials ("Submission”), as outlined in the corresponding Challenge Guidelines listed on HeroX.com. By entering a Submission, Innovator agrees to provide reasonable assistance and additional information concerning the Submission to Sponsor as requested. Submissions may not be acknowledged and may not be received or held "in confidence." 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.

 

1. Intellectual Property. THIS CHALLENGE REQUIRES THE WINNING INNOVATOR TO ASSIGN OWNERSHIP OF ALL INTELLECTUAL PROPERTY RIGHTS FOR THE WINNING SUBMISSION TO THE SPONSOR IN RETURN FOR CLAIMING THE PRIZE MONEY. Submissions shall not utilize any intellectual property (e.g. ideas, patents, copyrights or trademarks) of a third party.

 

Innovator represents and warrants that:

 

1. Innovator is at least 18 years old and competent to enter into this contract;

 

1. If Innovator is an individual representing a business or other entity, Innovator is authorized to enter into this agreement on behalf of that business or entity.

 

1. All personal information provided by Innovator and, if applicable, its business is true, accurate, current, and complete information and Innovator will maintain and update the information to keep it true, accurate, current and complete;
2. Innovator 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;

 

1. Innovator’s Submission is an original work by Innovator and Innovator has not included third-party content unless such content is in the public domain without any limitations on use;

 

1. The Submission does not include any trade secret information, ideas or products;
2. No person or entity other than Innovator has any right, title or interest in any part of the Submission;

 

1. The Sponsor’s use of any of the rights granted by Innovator under this Agreement will not infringe or violate the rights of any third party or entity;

 

1. Innovator owns the entire Submission;

 

1. Innovator has the right to enter the Submission for the Challenge;

 

1. Innovator has not previously described the Submission in a printed publication (including electronic publication), publicly or commercially displayed the Submission, offered the Submission for sale, or otherwise made the Submission available to the public; (see 35 USC 102(a))

 

• Innovator agrees that Sponsor has access to, may create, or has created, materials and ideas which may be similar or identical to the Submission in concept, design, idea, format etc. Innovator acknowledges and agrees that Sponsor shall have the right to use such materials and ideas or similar materials and ideas, and that Innovator will not be entitled to any compensation arising from Sponsor's use of such materials.

 

1. Winning Innovator shall grant all of the Submission rights, including ownership, to Sponsor;

 

• Winning Innovator shall execute all documents necessary to perfect Sponsor’s ownership of the Submission.

 

1. Acceptance of Submission and Award of Prize. Meeting the Challenge Guidelines does not guarantee the Submission will be eligible for a monetary award (“Prize”). Failure to follow the Challenge Guidelines may result in disqualification of the Submission. Sponsor has no obligation to notify Innovator that a Submission does not meet the Challenge Guidelines.  Sponsor will notify Innovator if Submission has been selected for a Prize according to the schedule set forth in the Challenge Guidelines. Sponsor will judge all Submissions against the Challenge Guidelines and, in its sole discretion, determine the winning Submission. Sponsor has sole discretion in determining whether to accept any Submission and whether to award a Prize. If, in the sole discretion of the Sponsor, none of the Submissions sufficiently meet the Challenge Guidelines, Sponsor may decline to award a Prize.   

 

In the event that Innovator’s entry is identical or similar to the Submission of another Competitor, Sponsor reserves the right, at the sole discretion of Sponsor, to either score one Submission higher than the other or to randomly choose a Submission from all of those submitted which comply with the Challenge Guidelines.

 

1. Confidentiality. Innovator shall not disclose to Sponsor any information which is subject to an existing confidentiality obligation (contractual, legal or otherwise) or to which Innovator does not have the right to sell or license. All information related to the Challenge is confidential. Innovator shall not discuss any Challenge information with third parties.

 

1. Indemnification. If Innovator’s Submission or participation in the Challenge breaches any legal obligation Innovator has with or to a third party, or Innovator breaches the confidentiality obligations of this Agreement, Innovator agrees to defend, indemnify and hold harmless Sponsor and its officers, directors, employees, agents, licensors, and suppliers, from and against all liabilities, claims, actions, suits or proceedings and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of:

 

1. Breach of any of Innovator’s warranties, representations or other provisions of this agreement;

 

1. Any material or information provided by Innovator that infringes, or is claimed to infringe, any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of a third party;

 

1. Any claim Innovator defamed any person or violated their rights of publicity or privacy;

 

1. Failure to pay applicable taxes arising out of Innovator’s participation in the Challenge, including the receipt of the Prize; or

 

1. Any violation of an applicable law governing Innovator’s participation in the Challenge or receipt or use of any Prize. 

 

1. Changes and Cancellation. Sponsor may update or 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. Sponsor has the right to terminate the Challenge and Prize at any time, without warning or explanation. Sponsor shall not be liable for any damages or claims arising from Sponsor’s decision, in its sole discretion, to terminate the Challenge and Prize.

 

1. Payments. The winning Innovator will be paid directly by Sponsor. Prior to payment, the Innovator will be required to provide its/her/his full legal name and tax identification number. 

 

1. General Conditions. Sponsor has the right to verify each Innovator's eligibility and compliance with this CSA. Sponsor has the right to enforce all CSA terms and conditions directly against Innovator.

 

1. Participation is conditioned on providing the data required in the online registration form. Innovators should direct any request to access, update, or correct information, to Sponsor.

 

1. Sponsor is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.

 

1. 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;

 

1. Innovator is responsible for all costs associated with completing activities related to solving the challenge;

 

1. Innovator is responsible for obeying all local, national, and international laws applicable to activities related to solving the challenge;

 

1. Innovator is responsible for obtaining any insurance related to activities performed in solving the challenge;

 

1. Innovator is responsible for truthful representation of all activities undertaken to solve the challenge; Sponsor reserves the right, at any time, to verify such activities;

 

1. Innovator is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the challenge; Sponsor is not responsible for calculating results, but reserves the right, at any time, to verify such information;

 

1. Innovator is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; Sponsor is not required to accept late registrations or late Submissions;

 

1. Sponsor is not liable for any activities undertaken to solve the Challenge;

 

1. Sponsor has the right to disqualify an individual from the Challenge at any time;

 

• This agreement shall constitute the entire understanding and agreement between the parties and is binding on the parties’ successors and assigns;

 

1. The failure of the Sponsor to exercise any right under this agreement shall not be deemed a waiver of the right or prevent the Sponsor from subsequently exercising the right;

 

• This agreement may not be modified unless in writing, signed by the Sponsor and Innovator;

 

• Any terms of this agreement which must survive the end of the Challenge to affect their intended purpose shall so survive;

 

1. This agreement shall be governed by and construed in accordance with the internal laws of the State of Iowa without regard to its conflict of laws rules. The parties hereby submit to the exclusive jurisdiction of and venue in the state in federal courts serving Iowa County, Iowa, USA.

 

IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS CSA AND THE HEROX TERMS OF USE, THE TERMS OF THIS CSA SHALL CONTROL.