The Microfiber Innovation Challenge is a global competition awarding $650,000 in prizes for transformative solutions to address microfiber pollution. The Challenge is being administered by Conservation X Labs, with funding from The Flotilla Foundation and the Arthur Vining Davis Foundations. We are seeking upstream innovations at or beyond the prototype stage that: 1. Replace textiles formed with plastic microfibers with non-toxic alternatives that biodegrade in natural environments; and/or Prevent plastic microfiber shedding through the development of improved textile manufacturing processes (e.g. weaving, treatments, etc).
The goal of the Challenge is to provide promising innovators with funding and support to help the innovations get to market, become financially sustainable, and scale. Participation in this Challenge offers a number of benefits beyond just the prize pool, including access to a network of experts and leaders in the space; the opportunity to meet and learn from peers working on cutting-edge products; mentorship on business and product development; and recognition and validation from our world-class evaluation panel.
This competition will be run in three rounds, including a short first round application, a more in-depth second round application for a set of semi-finalists, and a closing pitch competition for up to ten finalists. The Challenge opens on January 27, 2020 and the first round will close on Friday, June 25, 2021 (11:59 PM EDT / GMT -4).
There are many good ideas and innovations out there! However, this competition is specifically designed to support innovations that have an existing prototype and fit within the scope of the two sub-challenges:
In addition, eligible applications must meet the following minimum criteria. Your application may be disqualified from the competition if it does not meet all of the following criteria:
Panels of expert reviewers and judges will evaluate and score applications based on the following criteria:
First Round Application:Due online Friday, June 25, 2021 (11:59 PM EDT / GMT -4)
All applicants must fill out and submit their application through the Submittable platform.
The due date for the first round application is June 25, 2021, (11:59 PM EDT / GMT -4). The first round application consists of 13 short essay questions and a short demographic questionnaire.
After the June 25th deadline, Conservation X Labs (CXL) will review all applications to ensure that they are eligible. CXL will notify applicants through email of their eligibility for the Challenge by early July, 2021.
All eligible applications will be evaluated by external panels of expert reviewers. We will invite a subset of semifinalists to prepare a second round application based on the recommendations made by the external reviewers’ evaluations.
CXL will notify semifinalist applicants through email to prepare the second round application in mid-August, 2021.
Second Round Application:
The second round of the application will be open to a subset of invited applicants who make it past the first round of review. This application will be about 2-3 times longer than the first round, and applicants may be asked to provide more details on their business model and demand, including data and evidence of customer / user discovery, and data on the environmental impact of the innovation. In addition, applicants invited to the second round will have the option to participate in a peer feedback round where applicants will have the opportunity to give constructive feedback to each other.
Applicants may also have the opportunity to upload supporting documents with the second round application. The application questions will be made available later in the Challenge process.
Second round applications will be evaluated by external panels of expert reviewers. These reviewers will also have access to responses provided on the first round application.
Ten finalists who make it past the second round will prepare a pitch deck with support from Conservation X Labs and partners. The pitch will be presented to a panel of diverse and distinguished judges. The judges will determine the prize-winners.
Grand Challenge competitions enable us to source and reward the best innovations and build Communities of Practice. To help build a Microfiber Innovation Community of Practice, there will be an opportunity to get Peer Feedback during the second round application process.
For applicants invited to the second round application:
Applications will be divided into groups. On this basis, peer feedback cohorts will be created. Each peer cohort will consist of representatives of up to four applicant teams.
Each applicant team will select one representative to review three first round applications. This representative may be the lead author or any of the collaborators added to the Submittable application.
Each team representative will have four weeks to review peer applications and submit written feedback about the application through Submittable (upon receipt of a short prompt). CXL will also help set up a group call so that each team representative can provide verbal feedback to their peers.
The entire peer feedback process is expected to take approximately four hours to complete.
A team may opt out of receiving/providing peer feedback if they do not feel comfortable sharing their application and/or providing feedback.
The peer feedback prize
After a team representative has received feedback from their peers, the representative will score the quality of that feedback on a scale of 1 to 7 (1 = very low quality, 7 = very high quality). If a prize-winning team scored the representative’s feedback with a 5 or above, then the representative’s team will win a $2,500 peer feedback prize.
Why provide and receive feedback?
This is an opportunity to meet other innovators in this space, create a Community of Practice, access additional expertise, and be eligible for a $2,500 peer feedback prize.
Instructions for peer feedback
Peer feedback should be thoughtful, constructive, and provide helpful insights to improve the application’s quality around the four key criteria (see the ‘Evaluation Criteria’ section). CXL will provide detailed instructions ahead of the process.
Final Pitch Competition:
The ten Finalists will be invited to create a pitch deck and presentation for their innovation. Finalists will deliver their pitches to a final panel of judges in January 2022. There will be a time limit on the length of pitches, and CXL will offer pitch coaching for the finalists.
Judges will have the opportunity to ask questions of the Finalists to inform their final decisions.
The Solutions Fair and Awards Ceremony:
In February 2022, CXL will host a Solutions Fair and Awards Ceremony. This event will convene finalists for a networking opportunity and to showcase their innovations in front of potential investors, users, customers, and the Challenge judges. Judges will announce the prize winners during an awards ceremony at the Solutions Fair. This event will occur in-person pending the health and safety of attendees. The Judges will award $500,000 as a first tranche of prize money to a set of winners.
CXL and partners will assess how innovators performed with the first tranche of funding, based on jointly established metrics, and work alongside our partners to determine which innovators merit additional support. CXL and its partners will use the remaining $150,000 to provide additional support to the best-performing innovators to get their product to market and have impact.
Your responses to these questions in this first section help us at Conservation X Labs (CXL) to understand the impact and the reach of Challenge, and the diversity of applicants. In addition, your responses help us understand what additional services we or our partners might be able to provide to help innovators scale. View the list of partners here: https://conservationxlabs.com/microfiber-coalition
Some of your responses will be shared. Please note that the questions are labeled as such:
# Your responses to these questions will be shared with reviewers if your application makes it to the second round. Reviewers may consider your responses in their evaluation of your innovation.
+ Your responses to these questions will be shared with Challenge partners who have signed an NDA. Some of the partners in this Challenge are interested in supporting the scaling (growth) of innovations. We will not provide partners the full applications created by all of the applicants. Instead, CXL will curate key information from applications and provide partners with summaries of the innovations submitted to the Challenge.
Basic Information About the Author:
Responses to questions 19 and 20 are optional.
Conservation X Labs is dedicated to diversity, equity, and inclusion in its open innovation programs like Grand Challenges. The information on gender, race and ethnicity is useful to help us at Conservation X Labs evaluate our current program design and improve future programs. For these questions, you may select the option “prefer not to answer.” Your responses will not be provided to Reviewers, Judges, or partners. For these questions, you may enter “prefer not to answer.” Your responses will not be provided to Reviewers, Judges, or partners.
19. Select the gender identity that best applies to the lead author.
20. Select the race / ethnicity that best applies to the lead author.
Expertise and Team
Conservation X Labs wants to understand the professional backgrounds and expertise of challenge applicants.
21. Is the lead author enrolled as a student at any educational institution at the time of the application deadline?*
22. Is the lead author a subject matter expert?*
22.1. In what field is the lead author a subject matter expert?
22.2 If the lead author is a subject matter expert, how many years of experience do they have in the field?
23. How many years has the lead author been working on this innovation? *
24. Since the lead author started working on this innovation, what percentage of their time has been dedicated to this work?*
25. Please provide a URL for the lead author’s LinkedIn page, if available. +
26. Upload the lead author’s CV.*
Please upload a recent CV or resume for the lead author. This will not be shared with Reviewers or Judges. Conservation X Labs wants to understand the professional backgrounds and expertise of challenge applicants. There is no page limit. Please do not use this space to upload any other documents.
27. List the full names and email addresses for all of the team members working on this innovation with you.*Limit: 500 words
Please include the full names and valid email addresses of team members who are helping you prepare this application and who are considered co-leads. Conservation X Labs may send communications about the status of this application to all of the team members listed here.
Write “not applicable” if you are submitting this application as an individual.
28. Upload a CV for each team member listed in question 27.
This will not be shared with reviewers or judges. Conservation X Labs wants to understand the professional backgrounds and expertise of challenge applicants. There is no page limit. Please do not use this space to upload any other documents.
Responses to question 29 are optional.
For these questions, you may select the option “prefer not to answer.” Your responses will not be provided to Reviewers, Judges, or partners. This table allows for up to ten entries for team members.
29. Include demographic information and expertise for each team member listed in question 27.
30. Motivation for applying to the Challenge
Your rankings for the following statements (a - j) will not be shared with reviewers, judges, or partners.
Rank each of the following on a scale of 1 to 7 indicating the importance of these statements in your decision to apply to this Challenge. (1 = not at all important, 4 = neutral, 7 = extremely important)
a. Ability to create impact and social good in the world.*
b. Networking - The Challenge gives us an opportunity to meet new potential collaborators, peers, or partners.*
c. Opportunity to enter a new market.*
d. Visibility for our innovation.*
e. Impetus to further develop our innovation.*
f. Feedback and/or testing of our innovation.*
g. Access to potential customers, users, or clients.*
h. Access to the partners in the Challenge.*View the list of partners here: https://conservationxlabs.com/microfiber-coalition
i. Opportunity to refine the value proposition and business model of our innovation.*
j. The prize money.*
Please respond to all of the questions in this section to the best of your ability. Reviewers and Judges will evaluate your round one application based on your responses in this section.
It is best to be honest and transparent in your responses to the essay questions. If you do not have data or examples to back up your claims in your responses, then include in your responses an explanation of your plans to obtain data and how that data will be used to inform the development of your innovation and business model.
The questions are marked with the number of points that evaluators will assign. Most responses will receive a score on a scale of 0 to 5.
|Does not meet the criteria||Meets few of the criteria||Meets some of thecriteria||Meets most of the criteria||Meets all of the criteria||Exceeds the criteria|
1. Introduce your innovation in a Tweet.*
2. Describe how your innovation works in more detail.*
3. What problem does your innovation solve, and how does it solve this problem? Be specific.*
4. Do you have a prototype?* (yes or no)
5. Describe the stage of your innovation.*
6. What is the Technology Readiness Level (TRL) of your innovation?*
7. Upload a photo that shows proof of the existence of the innovation.*
8. Demonstrate the feasibility of your innovation. Provide evidence that your team has tested or demonstrated your innovation (e.g. how, when, and where the innovation was tested or demonstrated). Have you tested it in the lab and/or in natural environments?*
9. Describe how your team has the expertise and capacity to develop and commercialize your innovation. Describe what gaps remain on your team.*
10. What tangible startup resources do you need (e.g. capital, equipment, facilities, funding) to scale your innovation?*
11. Who are your major competitors, and who or what kinds of companies might become your competitors? Briefly explain why you are different; in other words, what is your competitive advantage?*
12. Who are your customers? Why would they pay for your innovation?*
13. Briefly describe your business model. Include in your response - what is the end product of your innovation and through what channels will you reach your customers?*
14. Please outline what is known about the life cycle of your innovation based on your current stage of development: from raw material sourcing, the methods and treatments used to create the product, to how and where the product is manufactured and distributed, to the product’s end-of-life (EOL).*
15. How does the design of your innovation consider the end-of-life? What steps have you taken to design for non-toxic biodegradation in natural environments (e.g. soil, oceans)? Describe the testing or data you already have, if available.*
16. What is the overall environmental and social impact of your innovation? Identify the positive impacts, as well as how you will mitigate for unintended consequences.*
17. If your team is invited to submit a second round application, would you like to participate in the challenge’s peer feedback program?
Flotilla Foundation (funding partner) – flotillafoundation.org
Arthur Vining Davis Foundations (funding partner) – avdf.org
Fashion for Good – fashionforgood.com
The Microfibre Consortium – microfibreconsortium.com
Under Armour – underarmour.com
Queen of Raw – queenofraw.com
Material Innovation Initiative – materialinnovation.org
Oceanic Global – oceanic.global
The Ocean Foundation – oceanfdn.org
Think Beyond Plastic Foundation – thinkbeyondplastic.com
The Biomimicry Institute – biomimicry.org
Canopy – canopyplanet.org
Ocean Wise – ocean.org
Greenport Harbor Brewing Company – greenportharborbrewing.com
Bolt Threads – boltthreads.com
Finisterre — finisterre.com
Our advisors provide technical expertise and guidance on the challenge design, evaluation, and amplification. The Microfiber Innovation Challenge advisors include James Rogers, Krystle Moody-Wood, Carolynn Box, and Sylvanie Meignié. See our Microfiber Coalition for challenge advisor biographies.
Conservation X Labs recruits and invites reviewers and judges based on recommendations from our partners and within our networks. Our panels of reviewers and judges for this competition will be experts in a variety of relevant fields, including (but not limited to) the clothing and fashion industry, textile and materials science, biotechnology, green chemistry, innovation, business development, environmental (e.g. marine and freshwater) conservation, and plastic pollution.
CXL will publicly post the names of the final round of Judges. Judges and Reviewers will sign non-disclosure agreements (NDAs) to protect the applicants in this competition. They will also be asked to declare any known Conflicts of Interest (COI). See our COI policy.
Please refer to our Challenge website’s ‘Frequently Asked Questions’ section:
See the Microfiber Innovation Challenge website for our Conflict of Interest (COI) policy.
For more information, contact us at:
All applicants will be asked to “agree” to the following Participation Terms and Conditions before submitting their applications in the Submittable online platform.
Participation Terms and Conditions – Microfiber Innovation Challenge
The Microfiber Innovation Challenge, hereafter referred to as the “Challenge”, the Challenge administrators at Conservation X Labs (CXL) and the coalition of the Challenge partners (the “Coalition”) and financial sponsors (the “Funders”) request the Applicant Team Lead, hereafter referred to as “the Applicant,” to carefully read the below Terms and Conditions (“the Agreement”) for participating in the Challenge.
By applying for the Challenge, it is understood that the Applicant has read the below Terms and Conditions in full. Applicant agrees that by submitting the application automatically grants the Applicant, and on behalf of all of the Applicant’s collaborators and team members, approval and acceptance of all of the Participation Terms and Conditions for the entire duration of the Challenge.
This Agreement contains important limitations on the Applicant’s rights that are necessary in light of Conservation X Labs’ (CXL) mission and dedication to the development of technology and innovation to address the causes of species extinction. In light of these limitations, the Applicant is encouraged to consult with legal counsel and ask any questions regarding its decision to enter into this Agreement and agree to these limitations. By entering into this Agreement, the Applicant represents and warrants that it has had such opportunity to consult with counsel and ask questions regarding this Agreement.
1.0 Compliance with Laws
The Applicant is obligated to comply with all applicable laws and acquire all necessary licenses, waivers, and/or permits from the applicable regulatory bodies or other applicable third parties. CXL is not required to advise the Applicant regarding such legal and regulatory compliance.
2.0 The Application
2.1 Application documents
All application documents submitted for the purpose of the Challenge must be in English language only. Only complete applications received by the deadline(s) will be considered. However, CXL reserves the right to consider any application after the deadline on a case-by-case basis. By submitting an application, you accept these conditions for participation.
2.2 Application Deadline
The deadline for the first round application is Friday, June 25th, 11:59 PM New York, Eastern Daylight Time (ET) (GMT -4hr). CXL reserves the right to extend the application deadline and adjust the deadlines or timelines of the Challenge for any reason.
2.3 Third-party sites
The Challenge website(s), where CXL provides hypertext links to other locations on the internet, is for information purposes only. CXL is not responsible for the content of any other third-party sites or other pages linked from or linking to this site. CXL has not verified the content of any such sites. Following links to any other sites or pages shall be at the Applicant’s own risk and CXL shall not be responsible or liable for any damages or in another way in connection with linking. CXL is not responsible for webcasting or any other form of transmission received from any linked site. No endorsement or approval of any third parties or their advice, opinions, information, product or services is expressed or implied by any information on CXL’s site. Applicants cannot set up a link from their site to CXL’s site without a prior written confirmation from CXL.
3.0 Personal Information
Applicant gives consent to CXL to collect and use their personal information (name, email contact, mailing address) for the purpose of administering the Challenge, within and outside Applicant’s country. CXL shall not disclose or convey your personal information to third parties, except to entrusted members of the Coalition for purposes related to this competition. CXL will ask permission to share Applicant’s personal information for marketing of the competition and other opportunities that may arise from participation in the Competition. The name and email address of the Applicant (or a collaborator) will be shared with peers to facilitate the peer feedback stage.
3.1 International data transfer
The Challenge website(s) are operated in the United States. By using it, Applicant consents to have their personal information transferred, processed and stored in the United States.
4.0 Challenge Eligibility
4.1 “Eligible Entity”
In order to compete in the Challenge and/or receive: (i) any portion of any prize purse; (ii) any other monetary payment; or (iii) any nonmonetary consideration (collectively, “Award”) under this Agreement, Applicant must be either a single individual or organized under a legal entity. Applicant must be an “Eligible Entity,” defined for the purposes of this Agreement as an entity that is:
CXL encourages participation by individuals and teams from around the world without regard to race, nationality, politics or ideology. However, United States law prohibits the exchange of services with, or payment of money to, individuals and entities in certain countries. To be eligible, a team must not include any individual or entity organized or with primary residence in Crimea – Region of Ukraine, Cuba, Iran, North Korea, Syria, or where otherwise prohibited by law.
4.2 Disqualification from the Challenge
At any time during the Challenge, at the sole and absolute discretion of CXL, CXL shall be entitled to disqualify an Applicant, in whole or in part, upon service of written notice to the Applicant, if:
4.3. Review for Completeness.
Conservation X Labs reserves the right and sole discretion to conduct an administrative review of any Entry or any Competitor in order to screen for completeness and other Entry Content requirements (as described in the Competition Terms and Conditions) before distributing approved Entries to the Reviewers.
4.4 Team composition and interaction with other Applicants
The Applicant may acquire or merge with another Applicant or acquire another Applicant’s assets at any time during the Challenge. Each Applicant must provide CXL with ten (10) days’ prior written notice of any such acquisition or merger.
The Challenge Administrators at CXL and the Coalition are responsible for recruiting and recommending external Reviewers and Judges. The Reviewers and Judges will make recommendations on the prize-winning Applicants. However, as the disbursers of the prize funds, CXL reserves the right to make all final decisions, and is solely responsible for certifying and implementing all final decisions in the Challenge.
5.1 Prize purse and fees
Any and all fees and taxes incurred in the processing, transfer, allocation, currency exchange, or delivery of payment of an Award to an Applicant will be the responsibility of the Applicant. Should CXL be required to make such payments in order to complete delivery of an Award payment, said payments will be deducted from the Prize Purse.
5.2 Payments to Applicant:
Applicant shall only be paid upon winning an Award and shall not receive payment for preparation or participation in the Challenge. Applicant and team members are solely responsible for all of their own costs. CXL shall make any necessary payment to the bank account specified by Applicants within ninety calendar (90) days after Applicant being declared a prize winner, as determined by the Judging Panel in its sole and absolute discretion, which shall make its decision without unreasonable delay. Applicant’s bank account information will be provided to CXL prior to any expected payment. Compliance with payment instructions provided by Applicant shall constitute payment of the applicable Award. Applicant shall be solely responsible for any taxes arising from or relating to the payment of any Award.
5.3. Additional Agreements may be necessary for Finalists or Winners.
Applicants may be required to execute an Agreement for Finalists and/or Winner Agreement as a condition to receiving an Award. If a Finalist or Winner fails or refuses to sign and return these agreements within five days of the request (or a shorter time as exigencies may require), the Finalist or Winner may be disqualified and an alternate Finalist or Winner may be selected.
5.4 Forfeiture of Award
Attempts to notify potential Finalists and Winners will be made using the contact information provided on the Finalist’s and Winner’s application. CXL is not responsible for e-mail or other communication problems of any kind. If, despite reasonable efforts, a potential Finalist or Winner does not respond within five days of the first notification attempt (or a shorter time as exigencies may require), or if the Award or Award notification is returned as unclaimed or undeliverable to such potential Finalist or Winner, such potential Finalist or Winner will forfeit the Award and an alternate Finalist or Winner may be selected. If any potential Finalist or Winner is found to be ineligible or has not complied with these Rules or declines the applicable Award for any reason, such potential Finalists or Winner will be disqualified, and an alternate Finalist or Winner may be selected.
6.0 Intellectual Property (IP)
6.1 Definition of Applicant Technology: Inventorship, including joint inventorship, of patentable developments or discoveries conceived and reduced to practice in connection with the Applicant’s participation in the Challenge during the period of Applicant’s active participation the Challenge (“Applicant Inventions”) will be determined consistent with U.S. Patent Law. Authorship, including joint authorship, of copyrighted works, and including computer software, created or fixed in a tangible medium of expression by Applicant in connection with Applicant’s participation in the Challenge during the period of Applicant’s active participation the Challenge (“Applicant Copyrighted Works”) will be determined consistent with U.S. Copyright Law. “Applicant Technology” shall include both Applicant Inventions and Applicant Copyrighted Works.
6.2 Ownership of IP: Applicant will retain all right, title and other ownership interests in Applicant Inventions and Applicant Copyrighted Works. Applicant will also retain all right, title and other ownership interests in Applicant’s submission and in all inventions, patents, patent applications, designs, copyrights, trademarks, trade secrets, software, source code, object code, processes, formulae, ideas, methods, know-how, techniques, devices, creative works, works of authorship, publications, and/or other intellectual property not included in the definition of Applicant Technology (“Intellectual Property”) developed by Applicant during the Challenge; subject to the media rights granted by the Applicant to CXL pursuant to the Media Rights Agreement section incorporated into this Agreement.
7.0 Representations and Warranties
Applicant hereby represents and warrants that:
8.0 INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1 “Losses” Defined: “Losses” means any losses, liabilities, damages (including, without limitation, personal injury, death or property damage), or claims, or any related costs and expenses (including, without limitation, attorneys’ and other legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties).
8.2 Indemnification By Applicant: Applicant recognizes that it bears all the risks of its participation in this competition, and as such, Applicant agrees to indemnify, defend, and hold harmless CXL and its affiliates, Coalition, Sponsors, and other Challenge participants and their affiliates, from and against any and all Losses which they may incur arising from or relating to Applicant and/or Applicant’s participation in the Challenge
8.3 Disclaimer of Warranties: Except as expressly set forth in this agreement, no party makes any warranty, express or implied, regarding the subject matter of this agreement, including, without limitation, warranties of merchantability, results of the Challenge, fitness for a particular purpose, title or non-infringement. Each party expressly disclaims all such warranties.
8.4. Limitation of Liability. (a) This challenge, the platform on which it is offered, and all content and communications associated therewith are provided “As Is” and “As Available” with all the faults and without warranty of any kind. To the full extent permissible pursuant to applicable law, Conservation X Labs, its contractors, its coalition partners, and its sponsors, as well as the directors, officers, employees, agents, affiliates, licensors, and suppliers of each expressly disclaim any warranties, express implied, statutory, or otherwise, including warranties of merchantability, fitness for any particular purpose, and non-infringement.
(b) Under no circumstances will Conservation X Labs, its contractors, its coalition partners, and its sponsors, and their directors, officers, employees, agents, affiliates, licensors, or suppliers of either, will be liable for any special, indirect, incidental, consequential, punitive, exemplary damages arising from participation in this competition, including the use of its website or platforms, or communications. This limitation of liability includes, but is not limited to, loss of profits, loss of data, loss of business or anticipated profits or savings, or disclosure of intellectual property.
(c ) Without limiting the generality of the foregoing, You agree that Conservation X Labs, its contractors, its coalition partners, and its sponsors, as well as the directors, officers, employees, agents, affiliates, licensors, and suppliers of each are responsible for any Loss arising out of, or in any way connected with:
9.0 Dispute Resolution
9.1 Definition of Dispute: “Dispute” shall mean any claim, controversy and/or dispute arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any dispute relating to alleged tortious conduct, administrative decisions made by CXL in the operation of the Challenge and/or the decisions of any of the Review and Judging Panels.
9.2 Governing Law: This Agreement and all Disputes arising hereunder shall be governed and construed in accordance with the laws of the District of Columbia, United States of America (“Laws”), without regard to its conflict of laws rules.
9.3 CXL and Review and Judging Panels: Decisions made by CXL and/or the Review and Judging Panels: (i) are made in the sole and absolute discretion of CXL with the input of the Review and Judging Panels; (ii) are final; and (iii) are not subject to review, reconsideration, or contest.
9.4 Goal of the Challenge: Applicant and CXL agree that a paramount goal of the Challenge is to inspire and educate individuals, attracting new enthusiasm, new investments, and new ideas to the field and increase the connection that individuals around the world feel to the goals of the Challenge (“Goals”).
9.5 Public Disputes Cause harm to the Challenge: Applicant and CXL agree that Applicant, CXL, Coalition, Sponsors and all of the affiliates have invested a substantial amount of time, effort, and resources in the Challenge. Applicant and CXL agree that, in light of the Challenge’s ultimate goal of inspiring and educating individuals, any public dispute regarding any claim or controversy arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any challenge to any decision by the Review and Judging Panels, would detract from the Goals defined in Section 9.4 above and would reflect poorly on Applicant, CXL, Coalition, Sponsors and all of the affiliates of the Challenge. Further, any public dispute regarding any claim or controversy arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any challenge to any decision by the Review and Judging Panels, will result in irreparable harm to CXL, Coalition, Sponsors, and all of the affiliates and prize fulfillment entities of the Challenge.
9.6 Resolution of Disputes pursuant to Agreement:
Any and all Disputes shall be raised and handled solely pursuant to the dispute pursuant to resolution provisions set forth in this Agreement and in no other manner. Applicant and CXL agree that the mandatory and exclusive dispute resolution procedures in this Agreement are in the best interests of both Parties.
These Participation Terms and Conditions and our relationship with You will be governed exclusively by laws in force in Washington, D.C., USA. Any litigation arising out of or relating to the Microfiber Innovation Challenge must be filed and pursued exclusively in the Courts of Washington, District of Columbia (D.C.), USA and you consent to the jurisdiction of and venue in such courts. If either Party resorts to legal action relating to the participation, the prevailing party will be entitled to an award of all its costs and reasonable attorneys’ fees. Prior to filing any litigation claim, Parties both agree to seek mediation with a third party, not directly associated with the claim and selected by mutual agreement from the standing members of the review committee of the Challenge, in an effort to resolve any dispute.
The Parties shall cooperate with one another in selecting a mediator and in scheduling the mediation proceedings. Each Party shall designate at least one (1) person with full settlement authority to attend an in-person mediation in Washington, District of Columbia, USA. The mediation must take place within thirty (30) days of a Party’s written request to engage in mediation, unless agreed otherwise in writing by the Parties.
The Parties covenant that they shall participate in the mediation in good faith, and that they will share equally in the cost of the mediation, including mediator’s fees. Further, each Party shall pay all expenses for its own participation therein. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by either of the Parties, their agents, employees, experts, and attorneys, and by the mediator, shall be confidential, privileged under the laws of the District of Columbia, including Section § 16–4203, and inadmissible for any purpose, including, without limitation, impeachment, in any litigation or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
If the Parties are not able to settle the Dispute in mediation pursuant to Section 9.7 above, Applicant and CXL agree that: (i) any Dispute; (ii) any issues pertaining to the Dispute; and/or (iii) any claim that this Agreement or any part hereof is invalid, illegal, or otherwise voidable or void, shall be submitted to and finally determined by mandatory and binding arbitration. Arbitration will be conducted in two stages as set forth below. As a condition precedent to arbitration of any Dispute, the Party seeking to arbitrate the Dispute must file a demand for arbitration with JAMS in Washington DC, as set forth in Section 9.8.4, within one hundred and eighty (180) days of the date of service of the Notice of Dispute. Failure to file the demand to arbitrate with JAMS within such 180-day period shall mean that any right to arbitrate or litigate in any manner such Dispute shall be forever forfeited and waived.
9.8.1 Mandatory and Binding Arbitration – The arbitration and the Parties’ agreement therefore will be deemed to be self-executing, and if either Party fails to appear at any properly-noticed arbitration proceeding, an award may be entered against such Party despite said failure to appear and the matter will be dismissed with prejudice. Failure by either Party to pay the fees (or provide a required deposit) of the arbitrators and/or the arbitration administrator in accordance with the rules and policies of the applicable arbitration administrator will result in a forfeiture by the non-paying Party of the right to prosecute or defend the claim which is the subject of the arbitration, but will not otherwise serve to abate, stay, or suspend the arbitration proceedings. The Parties will share equally the arbitrators’ fees and expenses, administrative expenses, or other costs incurred in the arbitration; provided, however, that each party shall bear its own attorneys’ and experts’ fees and its own costs incurred in connection with any Dispute hereunder including the arbitration of any Dispute. Further, each Party shall compensate and pay all expenses for its employees and, with respect to Team, all other Team Members for their participation in the arbitration.
9.8.2 Scope of Arbitrators’ Authority – The arbitrators will have no power or authority to grant attorneys’ fees, punitive or exemplary damages as part of their award. In no event may the provisions of this Agreement, or any ancillary agreement executed in connection with this Agreement, including, without limitation, amendments to this Agreement, be waived, modified, changed, or otherwise equitably excused by the arbitrators at any arbitration hearing. The Parties do not grant the arbitrators the powers of an amiable compositeur and the arbitrators do not have the power to decide ex aequo et bono. The arbitrators will apply Washington DC substantive Law to the proceeding. The arbitrators will not have the power to commit errors of Law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error. Any arbitration will be conducted in English in Washington D.C., USA.
9.8.3 Jurisdiction for Entering Arbitration Awards – The award of the arbitrators will be the exclusive remedy between the Parties regarding any claims, causes of action, counterclaims, issues, or accountings presented or pled to the arbitrators. Any petition, motion, or request to vacate the award shall be filed exclusively in the Superior Court of the District of the Columbia, and the Parties expressly consent to the exclusive jurisdiction of the District of Columbia.
9.8.4 Stage 1 Arbitration – The first stage of arbitration shall be conducted before JAMS in Washington DC, in accordance with the JAMS Optional Expedited Arbitration Procedures by three (3) arbitrators appointed as follows: each Party shall select an arbitrator, and such arbitrators shall select a third; provided, however, that in all events at least two (2) out of the three (3) arbitrators must be active members of the bar of a U.S. State and that each arbitrator must be fluent in English. The matters to be considered and determined by the arbitrators in Stage 1 Arbitration shall include and be limited to the following:
(i) First, the arbitrators shall determine whether or not the Party that served the Notice of Dispute strictly complied with the requirements set forth in Section 9.6 above. If the arbitrators determine that the Party that served the Notice of Dispute failed to strictly comply with the requirements of Section 9.6 above, then the arbitrators shall issue an award dismissing the Dispute with prejudice and ruling that the Party that served the Notice of Dispute shall take nothing thereunder.
(ii) Next, if (a) the arbitrators determine that the Party that served the Notice of Dispute did strictly comply with the requirements of Section 9.6 above, and (b) either Party asserts that the Limitation of Liability provisions set forth in Section 8.5 above are unenforceable in whole or in part, then the arbitrators shall next determine whether or not the Dispute is subject to the Limitation of Liability provisions set forth in Section 8.5 above and issue a ruling of their findings. For purposes of this determination, the Parties agree and represent that the Limitation of Liability Clauses are not contrary to public policy.
(iii) Each Party’s representation in this paragraph is a material inducement for the other party to enter into this agreement. If neither party asserts that the limitation of liability provisions set forth in Section 8.5 above are unenforceable in whole or in part, then the arbitrators shall issue a ruling that such provisions are fully enforceable with respect to the dispute.
(iv) All awards, decisions and rulings made with regard to the items specified above by the arbitrators in Stage 1 Arbitration shall be binding upon both Parties and upon the arbitrators in 9.8.4 Stage 2 Arbitration (if applicable). However, except as required to establish the decisions and rulings of the arbitrators, the records of the proceedings in Stage 1 Arbitration shall not be admissible as evidence in Stage 2 Arbitration proceedings.
9.8.5 Ninety (90)-Day Cooling Off Period – If the arbitrators have not dismissed the Dispute with prejudice when they issue their final rulings pursuant to Section 9.8.4 (i) above, then the Parties shall wait for a period of ninety (90) calendar days before proceeding with Stage 2 Arbitration, during which ninety (90)-day period, the Parties agree to negotiate in good faith to resolve the Dispute. This period may be extended by mutual agreement of the Parties.
9.8.6 Stage 2 Arbitration – If necessary, the second stage of arbitration shall be conducted before the International Chamber of Commerce (ICC) in Washington DC, in accordance with the then-prevailing Rules of Arbitration of the ICC by three (3) arbitrators appointed as follows: each Party shall select an arbitrator, and such arbitrators shall select a third; provided, however, that in all events at least two (2) out of the three (3) arbitrators must be active members of the bar of a U.S. State and that each arbitrator must be fluent in English. Notwithstanding the foregoing, none of the arbitrators used in Stage 1 Arbitration may be selected in Stage 2 Arbitration.
9.9 Attorney’s Fees:
Unless otherwise expressly set forth herein, the Parties shall bear their own attorney’s fees, costs, and expenses in connection with the matters set forth in the Agreement.
10.1 “Confidential Information” Defined: Pursuant to this Agreement, each Party may provide the other, or its affiliates, certain information or material that is confidential to the disclosing Party. Such information or materials shall be marked as “Confidential” by the disclosing Party prior to disclosure.
10.2 Exclusions from “Confidential Information”: Information or material will not be considered as confidential hereunder if it: (i) is public knowledge as of the Effective Date or subsequently becomes such through no breach of this Agreement; (ii) is rightfully in the receiving Party’s possession prior to the disclosing Party’s disclosure, as shown by written records; (iii) is rightfully disclosed to the receiving Party by a third party without restriction on its disclosure; (iv) is independently developed by or for the receiving Party without reliance upon Confidential Information received from the disclosing Party; and/or (v) is required to be disclosed by law.
10.3 Obligation of Confidentiality: Each Party will: (i) hold the other Party’s Confidential Information in confidence (using at least the same measures as it does to protect its own Confidential Information of a similar nature) and not disclose the Confidential Information to any third party except to the extent permitted by the terms of this Agreement; and (ii) not remove or permit to be removed from any item any proprietary, confidential, or copyright notices, markings, or legends placed thereon by either Party. This obligation will continue in effect for five (5) years after expiration or termination of the Agreement.
10.4 Team’s Entry and Submissions: Conservation X Labs acknowledges that information relating to technical aspects of any Entry developed by Team and submitted to CXL’s platform or the Judging Panel as required by this Agreement, will be deemed Confidential Information of Team, regardless of whether or not it is marked as such.
10.5 Injunctive Relief: Each Party acknowledges that money damages would not be a sufficient remedy for any breach of this Section 11 above (Confidentiality), and such breach would result in irreparable harm for which there is no adequate remedy at law. Accordingly, in the event of any such breach or threatened breach, each Party, in addition to any other remedies that it may have, will be entitled, without the requirement of proving actual damages or posting a bond or other security (to the extent permitted under Law), to obtain equitable relief, including without limitation injunctive relief and specific performance in any court of competent jurisdiction.
10.6 Remedies: The remedies stated in Section 11.5 above are non-exclusive and the exercise of any right a Party may have will not preclude the exercise of any other right under this Agreement, at law, or in equity.
11. Media Rights Agreement
11.1 Unlimited License
CXL intends to capture audio, video, digital, and photographic material related to the Challenge (“CXL Media”). CXL shall retain (on behalf of itself, its Coalition, and Funders) the right to use Applicant’s name, likeness, image, and biographical information in any and all media for any purpose, including, without limitation, advertising and promotional purposes relating to the Competition and (b) releases CXL, its contractors, its coalition partners, and its sponsors, as well as the directors, officers, employees, agents, affiliates, licensors, and suppliers of each, from any liability with respect thereto.
11.2 Right of Access
The Applicant shall give Conservation X Labs preferential (above Applicant media partners and other media organizations) access to any and all Applicant facilities or events for the purposes of the capture of CXL Media for later usage; these requests shall not be unreasonably denied or delayed. Applicant shall use best efforts to provide similar access to facilities of Applicant contractors, sponsors or partners for the purposes of capture of CXL Media. If such access is not possible, such as for reasons of confidentiality or health and safety, Applicant shall provide a CXL with a written communication describing with particularity the reasons that such access is not possible. CXL shall consider such communication in good faith and will then determine whether or not (in its sole discretion) to waive this requirement with respect to the particular facility or event. The parties acknowledge and agree that Applicant’s agreement to provide such preferential access constitutes material consideration under this Agreement and CXL’s ability to capture and use CXL Media in communications to the general public is a primary purpose for which the Challenge is conducted. Accordingly, submission of bad faith requests or other abuse of this provision may, in the sole discretion of CXL, result in Applicant’s disqualification or other adverse consequences to Applicant. Applicant agrees to execute all papers and to perform any acts as CXL may deem necessary to secure for CXL or its designee the rights herein assigned or granted, including, without limitation, any third-party consents that may be necessary to capture and use CXL Media. Further, Applicant irrevocably appoints CXL as Applicant’s attorney-in-fact to do all of the foregoing, such appointment being coupled with an interest.
11.2. No Limitation on License
CXL shall have the right to use, copy, sublicense, modify, transmit, display, distribute, perform, make, sell, assign, license, transfer, import, export, and otherwise dispose of or exploit CXL Media in any manner or medium whatsoever, existing now or in the future, including, without limitation, all motion picture rights of every kind, including, without limitation, theatrical and documentary motion picture rights, television motion picture rights, and home video rights, and all allied, subsidiary, and derivative rights, including, without limitation, sequel, prequel, and remake rights, novelization, comic book, comic strip, newspaper comics, “making of” book, merchandising rights, commercial tie-ups, stage rights, radio rights, webcast rights, internet display rights, and promotional and advertising rights, including, without limitation, the right to broadcast over radio, television, the internet, and all other media, advertisements with respect to any production produced based on the Challenge or the story of the Challenge. The right to capture and use CXL Media shall include, without limitation, all rights and title in and to any and all audio, video, or photographic material created by, or on the behalf of, CXL or its agent, representatives and assignees. CXL shall not receive any pecuniary consideration in exchange for the license or distribution of CXL Media. Except as necessary for purposes of judging the Challenge, CXL will not require Applicant to disclose their Craft in dissembled form or permit access to discussions with respect to pending patent applications or other Confidential Information of Applicant. Nevertheless, Applicant bears ultimate responsibility for ensuring that its Confidential Information is not revealed during the recording of any CXL Media.
11.3. Depiction of Intellectual Property.
If CXL desires to depict any Applicant Intellectual Property not covered by the grants of rights herein in its production of CXL Media or for advertising or promotional purposes, CXL shall submit a request to Applicant for permission to use such materials solely for such purposes of producing media content or educational materials related to the Challenge. Applicant agrees not to unreasonably withhold, condition, or delay approval for CXL to depict Applicant Intellectual Property for production of CXL Media or educational materials related to the Challenge, it being understood that such approval would be withheld reasonably if it were to unduly interfere with Applicant’s revenue generation, efforts to file patent applications, agreements with financiers or customers, or trade secrets. Furthermore, Applicant agrees not to unreasonably withhold permission for advertising or promotional use related to the Challenge. Applicant shall use best efforts to respond to such requests within ten (10) business days. If the content of any CXL Media is subject to 17 U.S.C. 106A or any similar laws, Applicant hereby irrevocably waives and agrees not to assert all rights under such laws and irrevocably appoints CXL as its agent to assert on Applicant’s behalf, Applicant’s moral rights or any equivalent rights regarding the form or extent of any alteration to the CXL Media (including, without limitation, removal or destruction) or the making of any derivative works based on the CXL Media, including, without limitation, photographs, drawings or other visual reproductions of the work, in any medium, for CXL’s purposes.
11.4. Prior Review of Applicant Media Partners
CXL will use reasonable efforts to promote the Challenge. CXL also anticipates that Applicant may enter agreements with media partners that are interested in promoting Applicant’s participation in the Challenge (“Applicant Media Partners”). Applicant shall provide notice to CXL no later than thirty (30) calendar days prior to the execution of any agreement with an Applicant Media Partner, by submitting the following information to CXL: (i) name of Applicant Media Partner; (ii) a brief description of the media, marketing, or promotional rights granted to the Applicant Media Partner; and (iii) a written summary of the business points of any agreement with the Applicant Media Partner. CXL shall review such agreement terms within ten (10) business days. If such contracts or relationships involve any contractual or implicit commitment to exclusivity, then CXL may impose limitations on or reject the proposed Applicant Media Partner Agreement as CXL determines to be in the best interests of the Challenge. CXL may also reject the proposed Applicant Media Partner Agreement, if such agreement , in CXL’s sole opinion: (i) would cause Applicant to breach any term of this Agreement; (ii) would require unsuitable advertising including, but not limited to, any advertising that depicts, describes, implies, or promotes obscene or sexually explicit matters, libelous or illegal matters, violence, racial, sexual or other types of legally prohibited discrimination, a particular political view, or may infringe on or otherwise violate any rights of CXL or any third party; (iii) conflicts with the exclusivity of or jeopardizes any sponsorship associated with the Challenge; or (iv) undermines the Challenge, its underlying goals, or the mission of CXL. Team is encouraged to work with CXL well prior to finalizing any agreements with an Applicant Media Partner to streamline the approval process. If Applicant has signed agreements with Applicant Media Partners or other similar relationships prior to the execution of this Agreement, Applicant shall provide to CXL a detailed written summary of the business points of such agreements and shall amend or terminate such agreements upon request by CXL in accordance with this Exhibit.