Please Read This Carefully! You and Free to Breathe and the Addario Lung Cancer Foundation ("ALCF")(collectively, "Free to Breathe/ALCF") are agreeing to a Challenge-Specific Competitor Agreement for this particular Free to Breathe/ALCF Challenge only. This Free to Breathe/ALCF Challenge requires that you accept these special terms, so please take the time to understand them.
Submissions. As a Competitor, you may submit to Free to Breathe/ALCF your Submission for the Free to Breathe/ALCF Clinical Trial Innovation Prize to which this CSA relates. By submitting your Submission you thereby agree to provide reasonable assistance and additional information concerning your Submission to Free to Breathe/ALCF, if requested.
Acceptance of Submission and License to Use. Free to Breathe/ALCF will notify you if your Submission has been selected by Free to Breathe/ALCF for a Prize according to the Challenge Schedule set forth in the Challenge Guidelines. Free to Breathe/ALCF will judge all Submissions against the criteria set out in the Challenge Guidelines and determine, in its sole discretion, which Submission best addresses the Challenge Guidelines. Free to Breathe/ALCF has absolute and sole discretion to determine whether to accept your 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, you represent and warrant that:
your entire Submission is an original work by you and you have 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 your Submission, unless (a) otherwise requested by the Free to Breathe/ALCF and/or disclosed by you in your Submission, and (b) you have 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;
no person or entity other than you has any right, title or interest in any part of your Submission;
unless otherwise disclosed in the Submission, the use thereof by Free to Breathe/ALCF, or the exercise by Free to Breathe/ALCF of any of the rights granted by you 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;
you have all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that you have granted to Free to Breathe/ALCF hereunder, including the right for Free to Breathe/ALCF to use and develop derivative works of and from the Submission;
all persons who were engaged by you to work on the Submission or who appear in the Submission in any manner have:
given you 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;
provided written permission to include their name, image or pictures in or with your Submission (or if a minor who is not your child, you must have the permission of their parent or legal guardian) and you may be asked by Free to Breathe/ALCF to provide permission in writing;
no claims for payment of any kind, including, without limitation, for royalties or residuals, no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission; and
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; and
you understand, recognize and accept that Free to Breathe/ALCF 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. You acknowledge and agree that Free to Breathe/ALCF shall have the right to use such same or similar materials, and that you will not be entitled to any compensation arising from Free to Breathe/ALCF's use of such materials. In the event that your entry is identical or similar to the Submission of another Competitor, Free to Breathe/ALCF reserves the right, at the sole discretion of Free to Breathe/ALCF, 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.
By entering, you agree that: (i) all Submissions become Free to Breathe/ALCF's property and will not be returned; and (iii) Free to Breathe/ALCF and its licensees, successors and assigns 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 COMPETITOR. BY SUBMITTING A SUBMISSION TO THIS CHALLENGE, EACH COMPETITOR AGREES TO GRANT TO THE FREE TO BREATHE/ALCF A ROYALTY FREE, NON-EXCLUSIVE LICENSE IN RESPECT OF ALL SUCH INTELLECTUAL PROPERTY RIGHTS, IF ANY, FOR THE PURPOSES OF COMMERCIAL EXPLOITATION OF THE IDEA OR CONCEPT DEMONSTRATED BY THE SUBMISSION. NOTWITHSTANDING GRANTING THE FREE TO BREATHE/ALCF A PERPETUAL, NON-EXCLUSIVE LICENSE FOR THE SUBMISSION, THE COMPETITOR RETAINS OWNERSHIP OF THE SUBMISSION.
Please also be aware that your Submission may not be acknowledged and will not be received or held "in confidence" and your Submission does not create a confidential relationship or obligation of secrecy between you and any of the entities involved in this Challenge.
Other Contracts, Confidentiality, and Indemnification. You agree that you will not disclose to Free to Breathe/ALCF, any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. You agree that you will not discuss any confidential information of your own, other parties, or Free to Breathe/ALCF unless you are specifically using the HeroX website to do so. Should your participation in the Challenge be found to breach legal obligations you may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 3, you agree to defend, indemnify and hold harmless Free to Breathe/ALCF, 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.
Changes and Cancellation. Free to Breathe/ALCF 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. Competitors are responsible for regularly reviewing the Challenge site to ensure you are meeting all rules and requirements of the Challenge. Free to Breathe/ALCF has the right to cancel the Challenge at any time, without warning or explanation, and to subsequently remove the Prize completely.
GENERAL CONDITIONS. Free to Breathe/ALCF has the right to verify each Competitor's eligibility and compliance with this CSA. Free to Breathe/ALCF has the right to enforce the terms and conditions hereof directly against you. Participation is conditioned on providing the data required in the online registration form. Competitors should direct any request to access, update, or correct information to Free to Breathe/ALCF. Free to Breathe/ALCF is responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
Competitors 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.
Competitor is responsible for any related costs to complete activities related to solving the challenge;
Competitor is responsible for obeying any local, national, and international laws in undertaking any activities related to solving the challenge;
Competitor is responsible for obtaining any insurance related to activities performed to solve the challenge;
Competitor is responsible for truthful representation of all activities undertaken to solve the challenge; Free to Breathe/ALCF reserves the right, at any time, to verify such activities;
Competitor is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the challenge; Free to Breathe/ALCF is not responsible for calculating results, but reserves the right, at any time, to verify such information;
Competitor is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; Free to Breathe/ALCF is not required to accept late registrations or late Submissions;
Free to Breathe/ALCF is not liable for any activities undertaken to solve the challenge;
Free to Breathe/ALCF has the right to disqualify an individual from the challenge at any time.
Representations and Warranties. You represent and warrant that:
All information provided by you regarding yourself and, if applicable, your business ("Competitor Information") is true, accurate, current, and complete information and you will maintain and update the Competitor Information to keep it true, accurate, current and complete.
If you are an individual representing a business or other entity, you are authorized to enter into this Agreement on behalf of that business or entity.
Unless otherwise disclosed in the Submission, you are 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.
You have the right to grant the license in the Submission as required by Section 2 of this CSA.