PLEASE READ THIS CAREFULLY! You ("Innovator”) and Autism Speaks Inc. ("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.
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:
3. Ownership Rights. By entering, Innovator agrees to the following intellectual property rights:
1. All intellectual property rights, if any, in the idea, concept, or activities demonstrated by the Submission will remain with the Innovator. The Innovator retains ownership of the Submission. If chosen by Challenge Sponsor as a finalist, Innovator agrees to grant to Challenge Sponsor a royalty- free, non-exclusive license to use the Submission and all information contained in the Submission for any purpose Challenge Sponsor deems necessary or appropriate.
2. In addition to the rights granted above, all intellectual property rights, if any, in the Submission and related technology shall remain with the Finalist so long as the Finalist commercializes the technology within one (1) year from the conclusion of the Challenge. Upon commercialization of the Submission and/or related technology, the Finalist agrees to grant Challenge Sponsor a royalty-free license under commercial terms to be negotiated at a future date, at fair market value. Such license shall be exclusive for a period of eighteen (18) months.
3. Options of Challenge Sponsor if Submission is Not Commercialized – In the event that Innovator declines or fails to place the Submission or related technology on the commercial market within one (1) year from the conclusion of the Challenge, then Challenge Sponsor may, in its sole discretion, seek ownership of the intellectual property rights to further develop the submission and/or technologies.
4. Confidentiality. Innovator understands that the 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. Notwithstanding the above,
Innovator acknowledges that the existence and terms of this CSA and any oral or written materials or information provided by Challenge Sponsor in connection with the preparation or performance of this CSA are regarded as confidential information and the confidentiality terms agreed to by Innovator prior to receipt of any materials (the “Confidentiality Agreement”) are hereby incorporated by reference and shall continue in full force and effect in all respects. If this CSA is, for any reason, terminated, the Confidentiality Agreement shall nonetheless continue in full force and effect in all respects without any modification thereto.
5. 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. Innovator agrees to 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 relation to anything arising from the Submission or the Challenge.
6. 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.
7. 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 and all related costs to complete activities related to solving the challenge. Innovator shall not be reimbursed by Challenge Sponsor for any out-of-pocket expenses related to solving the challenge;
3. Innovator is responsible, at its own expense, for complying with all applicable federal, state, local, and international laws, statutes, ordinances, codes, rules and regulations in undertaking any activities related to solving the challenge, including but not limited to, Occupational Safety and Health Administration regulations and standards and other safety, environment, and labor standards. Innovator agrees to comply with all applicable Challenge Sponsor policies, rules, and procedures.
4. Many governments regulate the export of certain technical data and information. Before submitting technical details of technology, Innovator must research applicable Export Control laws or seek professional advice, at its own expense, to assure the Submission remains Export Control compliant. By submitting such details, Innovator certifies that such technical information is not restricted for export;
5. Innovator is responsible for obtaining any insurance related to activities performed to solve the challenge. Innovator is responsible for procuring and providing proof of any insurance requirements set forth by Challenge Sponsor at any point or phase of the Challenge;
6. 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;
7. 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;
8. Innovator is responsible for cooperating with Challenge Sponsor on any document or data requests established by Challenge Sponsor at any point or phase of the Challenge. Prior to Phase 3, Innovator acknowledges that Innovator may be required to meet additional requirements, including without limitation, providing proof of insurance, responding to additional risk assessment requirements, and/or signing additional terms and conditions;
9. 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;
10. Challenge Sponsor is not liable for any activities undertaken to solve the challenge. In no event shall Challenge Sponsor be liable to Innovator for any consequential, incidental, indirect, special, punitive, or exemplary damages (including, without limitation, lost profits, business or goodwill) suffered or incurred by such party in connection with the Submission, this Challenge, or this CSA, even if advised of the possibility of such damages;
11. Challenge Sponsor has the right to disqualify an individual from the challenge at any time.
8. Publicity. Innovator shall not use Challenge Sponsor’s name or issue any public releases including, but not limited to, news releases, advertising, postings on social media, technical publications and responses to media inquiries, relating to the CSA, Challenge, or Submission without the prior written consent of Challenge Sponsor.
9. Independent Contractor, No Authority. Innovator shall operate as an independent contractor in its performance under this CSA and not as an agent, employee, or presentative of Challenge Sponsor. Innovator has no authority, express or implied, to commit Challenge Sponsor in any way to perform in any manner or pay money for any work or materials or any other costs, under this CSA.
11. Governing Law and Disputes. This CSA shall be governed by enforced and interpreted in accordance with the laws of the State of New York without regards to its internal conflict of law principles. Any dispute, controversy or claim arising out of or under this CSA shall first be negotiated by the parties.
12. Assignment. Innovator shall not assign this CSA, or any rights or obligations of this CSA, in whole or in part, without first obtaining written consent from Challenge Sponsor.
13. Entire Agreement, Waiver, Severability, and Survival. This CSA contains the entire agreement between the parties with respect to the subject matter. A party’s failure to enforce a provision at one time shall not constitute a waiver of compliance with such provision, and a party’s waiver of a breach of any provision contained in the CSA shall not constitute a waiver of any other breach or of any subsequent breach of the same provision. No waiver, consent, modification, amendment or change of the terms contained in the CSA shall be binding unless made in writing and signed by both parties. If any provision(s) of this CSA is found by a court of competent jurisdiction to be illegal or otherwise unenforceable, that finding shall not invalidate the whole CSA and the remaining provisions shall remain in full force and effect, and such invalid provision shall be deemed to be modified to be enforceable to the fullest extent permitted by law. Any provision of this CSA which contemplates performance or observance subsequent to any termination or expiration of this CSA shall survive any termination or expiration and shall continue in full force and effect.