Seeking ice advice: NextEra Energy Resources, LLC, Wind Turbine Challenge Competitor Agreement

Challenge-Specific Agreement

PLEASE READ THIS CAREFULLY! You ("Innovator”) and NextEra Energy Resources, LLC ("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 and is in addition to the existing HeroX Terms of Use for all purposes relating to this Challenge. 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. By participating in this Challenge, Innovator may submit to Challenge Sponsor submission materials ("Submission”), as outlined 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.
2. Acceptance of Submission and License to Use. Challenge Sponsor will notify Innovator if Submission has been selected for a prize ("Prize”), as outlined in the Challenge Guidelines, according to the schedule set forth in the Challenge Guidelines. Challenge Sponsor 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. Challenge Sponsor has absolute and sole discretion to determine whether to accept the Innovator 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, Innovator represents and warrants that:
   1. Innovator’s entire Submission is an original work by Innovator and Innovator has not included 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 the Submission, unless (i) otherwise requested by the Challenge Sponsor and/or disclosed by Innovator in the Submission, and (ii) Innovator has either obtained the rights to use such third-party content or the content of the Submission is considered in the public domain without any limitations on use;
   2. no person or entity other than Innovator has any right, title or interest in any part of the Submission;
   3. unless otherwise disclosed in the Submission, the use thereof by Challenge Sponsor, or the exercise by Challenge Sponsor of any of the rights granted by Innovator 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. Innovator has all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that Innovator has granted to Challenge Sponsor hereunder, including the right for Challenge Sponsor to use and develop derivative works of and from the Submission;
   5. all persons who were engaged by Innovator to work on the Submission or who appear in the Submission in any manner have:
      1. 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. provided written permission to include their name, image or pictures in or with the Submission (or if a minor who is not Innovator’s child, Innovator must have the permission of their parent or legal guardian) and Innovator may be asked by Challenge Sponsor to provide permission in writing;
      3. no claims for payment of any kind, including, without limitation, for royalties or residuals;
      4. 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. Innovator understands, recognizes and accepts that Challenge Sponsor has access to, may create or has created materials and ideas which may be similar or identical to the Submission in concept, theme, idea, format or other respects. Innovator acknowledges and agrees that Challenge Sponsor shall have the right to use such same or similar materials, and that Innovator will not be entitled to any compensation arising from Challenge Sponsor's use of such materials. 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 either 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.

3. By entering, Innovator agrees that: (i) all Submissions become Challenge Sponsor's property and will not be returned; and (ii) Challenge Sponsor and its licensees, successors and assignees 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 in any manner 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 Innovator.

   Submission may not be acknowledged and will 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.

4. Other Contracts, Confidentiality, and Indemnification. Innovator agrees that Innovator will not disclose to Challenge Sponsor any information which Innovator is under an existing contractual or other legal obligation to maintain in confidence or otherwise does not have the right to sell or license. Innovator agrees that Innovator will not discuss any confidential information of Innovator’s own, other parties, or Challenge Sponsor unless Innovator is specifically using the HeroX website to do so. Should Innovator’s participation in the Challenge be found to breach any legal obligations Innovator may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 3, Innovator agrees to defend, indemnify and hold harmless Challenge Sponsor, 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.
5. 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.
   1. Consolation Prize. In the case of no winner, Challenge Sponsor reserves the right to withhold the Prize amount. In place of the original prize amount, Challenge Sponsor may issue a Consolation Prize to the team or individual closest to the winning solution.
6. General Conditions. Challenge Sponsor has the right to verify each Innovator's eligibility and compliance with this CSA. Challenge Sponsor has the right to enforce the terms and conditions hereof directly against Innovator. 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 Challenge Sponsor. Challenge 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;
   2. Innovator is responsible for any related costs to complete activities related to solving the challenge;
   3. Innovator is responsible for obeying any local, national, and international laws in undertaking any activities related to solving the challenge;
   4. Innovator is responsible for obtaining any insurance related to activities performed to solve the challenge;
   5. Innovator is responsible for truthful representation of all activities undertaken to solve the challenge; Challenge Sponsor reserves the right, at any time, to verify such activities;
   6. Innovator is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the challenge; Challenge Sponsor is not responsible for calculating results, but reserves the right, at any time, to verify such information;
   7. Innovator is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; Challenge Sponsor is not required to accept late registrations or late Submissions;
   8. Challenge Sponsor is not liable for any activities undertaken to solve the challenge;
   9. Challenge Sponsor has the right to disqualify an individual from the challenge at any time.
7. Representations and Warranties. Innovator represents and warrants that:
   1. 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.
   2. 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.
   3. Unless otherwise disclosed in the Submission, 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.
   4. Innovator has the right to grant the license in the Submission as required by Section 2 of this CSA.
8. Conflict. In the case of any conflict between the terms of this CSA and the Terms of Use, this CSA controls.
9. All winners will be required to execute and return to NextEra Energy Resources, LLC an affidavit of eligibility and liability release as required by NextEra Energy Resources, LLC and a W-9 tax payer identification form within ten (10) calendar days after notification is received.  In the liability release, the winner will agree to release NextEra Energy Resources, LLC, and its parent corporation and affiliates and each of their officers, directors, employees and stockholders (NextEra Parties) from any injuries, damages or losses of any kind including death that may arise out of the participation in this challenge or out of the acceptance, use, misuse or possession of the prize.
10. Acceptance of any prize by a winner constitutes permission by such person for NextEra Energy Resources, LLC to use the winner’s name, voice, likeness, and prize won along with his or her address (city and state) and the right to use and publish their entries, proper name, any statements made or attributed to such winner, and any posting photographs, descriptions or messages, uploaded files, inputted data, or engaging in any other form of communication with or through any applicable website (collectively, the “Attributes”) in any and all media, unless otherwise prohibited or restricted by law.  This will include, but is not limited to, media now known or hereafter devised, without notice, review or approval, in perpetuity and throughout the world for advertising and promotional purposes in connection with this challenge without further consideration, compensation, and the winner hereby releases the NextEra Parties from all and all claims arising out of the use of such Attributes whatsoever. Unless specifically agreed to in writing, NextEra Energy Resources LLC and its affiliates have no obligations of confidentiality with respect to any provided information and the duplication of information and its distribution for the purposes of this competition is authorized by its submission. 
11. By entering this challenge,  you agree (i) to be bound by all applicable laws  and regulations, as well as these Official Rules and the decisions of NextEra Energy Resources, LLC, which are final and legally binding on all matters relating to the challenge, (ii) to waive any right to claim ambiguity in these rules, and (iii) to release, indemnify and hold harmless the Nextera Parties from and against any injuries, losses, damages, claims, actions any liability of any kind resulting from or arising from participation in this challenge or acceptance, possession, use, misuse or nonuse of the Prize that may be awarded. 
12. NextEra Parties are not responsible for printing or typographical errors in any challenge-related materials; for stolen, lost, late, misdirected, damaged, incomplete, inaccurate entries, or for transactions that are lost, misdirected, fail to enter into the processing system, or are processed, reported, or transmitted late or incorrectly or are lost for any reason including computer, telephone, paper transfer, human or other error; or for electronic, computer, or telephonic malfunction or error, including any injury or damage to you or any other person's computer relating to or resulting from participation in this challenge or downloading any materials in this challenge, or inability to access any web site associated with this challenge, or process any transaction thereon. 
13. If in NextEra Energy Resources, LLC’s sole opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of this challenge, or if computer virus, bugs, unauthorized intervention, fraud, or technical difficulties or failures compromise or corrupt or affect the administration, integrity, security, fairness, or proper conduct of this challenge, NextEra Energy Resources, LLC reserves the right at its sole discretion to disqualify any individual it believes has tampered with the entry process and/or void any entries it believes to have been submitted fraudulently, to modify or suspend this challenge, or to terminate this challenge.  Moreover, NextEra Energy Resources, LLC reserves the right to rescind or change these rules at any time without notice unless otherwise prohibited or restricted by applicable law. 
14. Any attempt by you or any other individual to deliberately damage any web site or undermine the legitimate operation of the challenge is a violation of criminal and civil laws and should such an attempt be made, NextEra Energy Resources, LLC reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law.  Any attempts by an individual to access any web site associated with this challenge via a bot script or other brute force attack or any other unauthorized means will result in the IP address becoming ineligible.  Use of automated entry devices or programs such as by script, macro or any other automated means is prohibited and entries so generated are void. 
15. By entering this challenge, you hereby agree that (a) any and all disputes shall be resolved in the appropriate state and federal courts in the State of Florida located in West Palm Beach, Florida, exclusively, and subject to the laws of the State of Florida (and should there be a conflict between the laws of the State of Florida and any other laws, the conflict will be resolved in favor of the laws of the State of Florida), (b) you irrevocably waive any objection, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions, including any objection to the laying of venue based on the grounds of forum non conveniens and any objection based on the grounds of lack of in personam jurisdiction, and (c) IN ANY LITIGATION ARISING FROM OR RELATED TO THIS CHALLENGE, YOU HERETO AND HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS CHALLENGE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY RELATING TO THIS CHALLENGE. 
16. You may not assign, transfer or otherwise delegate any obligation you have under these rules.  The failure of NextEra Energy Resources, LLC to enforce, insist upon, or comply with any of the terms, conditions or covenants of these rules, or waiver of the same in any instance or instances, shall not be construed as a general waiver or relinquishment of any such terms, conditions or covenants, but the same shall be and remain at all times in full force and effect. 
17. You acknowledge that you have carefully reviewed these rules, that you have been advised with regard to the subject matter hereof by legal counsel selected by you if you so choose to seek such counsel, and that these rules and any uncertainty or ambiguity herein and therein shall not be construed against NextEra Energy Resources, LLC as drafter. Should any provision, portion or application thereof, of these rules be determined by a court of competent jurisdiction to be illegal, unenforceable or in conflict with any applicable laws, an equitable adjustment to the affected provisions of these rules with a view toward effecting the purpose of these rules and the validity and enforceability of the remaining provisions, portions or applications thereof, shall not be impaired.