PLEASE READ THIS CAREFULLY! You ("Innovator”) and HeroX ("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.
f. 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.
g. Innovator understands that no part of the Submission may violate United States of America federal sanctions programs, as detailed at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
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.
Title in all intellectual property rights, if any, and 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 (“Intellectual Property”) developed by Innovator as part of the Submission will remain with Innovator, subject to the following conditions:
If Challenge Sponsor notifies Innovator that Submission is eligible for a Prize, Innovator will be considered qualified as a finalist (“Finalist”). To receive a Prize, Finalist must agree to grant The United States Department of Veterans Affairs an irrevocable, royalty free, perpetual, sublicensable, transferable, and worldwide license to use and permit others to use all or any part of the submission including, without limitation, the right to make, have made, sell, offer for sale, use, rent, lease, import, copy, prepare derivative works, publicly display, publicly perform, and distribute all or any part of such submission, modifications, or combinations thereof and to sublicense (directly or indirectly through multiple tiers) or transfer any and all such rights. Notwithstanding granting the Challenge Sponsor such license for any Intellectual Property demonstrated by the Submission, Finalist retains title (e.g., ownership) of such Intellectual Property. The Department of Veterans Affairs’ may implement submitted ideas in future digital memorials.
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.
3. Other Contracts, Confidentiality, and Indemnification. Innovator agrees that Innovator will not disclose to Challenge Sponsor any third party information which Innovator does not have the right to sell or license in accordance with the license terms defined in Section 2 under this Agreement. Innovator agrees that Innovator will exclusively use the HeroX website to disclose to the Challenge Sponsor any confidential information of (a) Innovator’s own, or (b) third parties whereby such confidential information shall be marked with a responsible restrictive notice. 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.
4. 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.
5. 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.
6. Representations and Warranties. Innovator represents and warrants that:
8. Restrictions on certain foreign purchases
(a) Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, the Innovator shall not acquire, for use in the performance of the subject Submission, any supplies or services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC’s implementing regulations at 31 CFR Chapter V, would prohibit such a transaction by a person subject to the jurisdiction of the United States.
(b) Except as authorized by OFAC, most transactions involving Cuba, Iran, and Sudan are prohibited, as are most imports from Burma or North Korea, into the United States or its outlying areas. Lists of entities and individuals subject to economic sanctions are included in OFAC’s List of Specially Designated Nationals and Blocked Persons at http://www.treas.gov/offices/enforcement/ofac/sdn. More information about these restrictions, as well as updates, is available in the OFAC’s regulations at 31 CFR Chapter V and/or on OFAC’s website at http://www.treas.gov/offices/enforcement/ofac.
(c) The Innovator shall insert this clause, including this paragraph (c), in all subcontracts it enters with any third parties.