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You (“Innovator”) and The Coca-Cola Company (“Challenge Sponsor”) are entering into this Challenge-Specific Agreement (“CSA” or “Agreement”) 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.
- The Challenge is open to Innovators who meet all of the following requirements:
Age – Individual Innovators must be 18 years of age or older at the time of entry or the age of majority in his or her jurisdiction of residence.
Exclusions – Individual Innovators must not be (i) an employee of The Coca-Cola Company, HeroX, PBC, HelloWorld, Inc., any corporate parent or subsidiary company of any of the foregoing corporate entities; (ii) a member of the immediate family of an employee of any of the foregoing corporate entities in this subsection; (iii) an individual with a residence in or who is a national of Cuba, Iran, Syria, North Korea, or Sudan; or (iv) an individual who is subject to export controls or sanctions of the U.S.
Employer Permission/Acknowledgement – Individual Innovators must be able to participate in the Challenge without violation of any third-party rights or obligations, including without limitation an employer’s policies or procedures. To the extent an individual’s participation is within the scope of his or her employment as an employee, contractor, or agent, the individual must have notified his or her employer or principal for whom that individual is working at the time of entry of participation in the Challenge, including without limitation the potential receipt of a prize. For the avoidance of doubt, individuals who are students, instructors, or professors at a university, or otherwise employed by a university must meet the requirements of this subsection.
- The Challenge is open to business entities that meet all of the following requirements:
Residency of Formation – Business entities must have been validly formed and in existence in accordance with applicable law.
Exclusions – Business entities must not (i) have any presence in Cuba, Iran, Syria, North Korea, or Sudan; or (ii) be subject to export controls or sanctions of the U.S.
- Submissions. By participating in this Challenge, Innovator may submit materials (“Submission”), as outlined in the Challenge Guidelines “The Coca-Cola Company Sweetener Challenge” (https://herox.com/cocacolasweetenerchallenge/guidelines) specific to this challenge on HeroX.com, for the Challenge to which this CSA relates (the applicable guidelines are incorporated into this Agreement by reference). By submitting a Submission, Innovator thereby agrees to provide reasonable assistance and additional information concerning the Submission to Challenge Sponsor, if requested.
- 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’s Submission, or any Submission, and whether to make a Prize, multiple Prizes or any Prize available to an Innovator. 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, and Submissions and descriptions thereof must NOT include trademarks or trade names of corporations or entities without the written permission of their owners.
- BY ENTERING, INNOVATOR REPRESENTS AND WARRANTS THAT:
- Original work: 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) specifically 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;
- Right to submission: Innovator has obtained all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that Innovator has granted or agrees to grant to Challenge Sponsor hereunder, including the right for Challenge Sponsor to use and develop derivative works of and from the Submission. 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.
- True and accurate information: 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.
- No third-party rights: Unless otherwise disclosed in the Submission, the use of the Submission as well as the material described in the Submission by Challenge Sponsor, and 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.
- Full permissions: All persons, if any, who were engaged by Innovator to work on the Submission or who appear in the Submission in any manner:
- have 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;
- have provided written permission to include their names, images, or pictures in or with the Submission (or if a minor who is not Innovator’s child, Innovator must have the permission of minor’s parent or legal guardian), and Innovator may be asked to provide evidence of such permission in writing as part of the Submission, in a form satisfactory to Challenge Sponsor;
- have no claims for payment of any kind, including, without limitation, for royalties or residuals against Challenge Sponsor;
- have no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission;
- have not been and are not currently under any agreement, including any union or guild agreement, that results in any ongoing obligations resulting from the use, exhibition or other exploitation of the Submission;
- are aware of and have agreed to the indemnification and release contained herein; and
- are aware of and have agreed to the Challenge Safety Waiver, if applicable as stated in the Challenge Guidelines, as part of participation in the Submission and the Challenge.
- In the event that Innovator’s Submission is identical or similar to the Submission of another Innovator in this Challenge, Challenge Sponsor reserves the right, in its sole discretion, either to score one Submission higher than the other or to randomly choose a Submission from all of those submitted which respond to the Challenge Guidelines.
- License. By entering, Innovator agrees that: (i) all Submissions become Challenge Sponsor's property and will not be returned; and (ii) Innovator hereby grants Challenge Sponsor and its affiliates, licensees, successors, and assignees the right and license to use, display, reproduce, produce derivative works, or in any other way utilize 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. 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. The foregoing licenses are perpetual and shall survive termination of this Agreement for any reason.
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 the Challenge Sponsor. By submitting a Submission, Innovator agree that its submission is gratuitous and made without restriction, and will not place Challenge Sponsor under any obligation, that Challenge Sponsor is free to disclose or otherwise disclose the ideas contained in the Submission on a non-confidential basis to anyone or otherwise use the ideas without any additional compensation to Innovator. Without limiting the generality of the foregoing, Innovator acknowledges that, by accepting a Submission, Challenge Sponsor does not waive any rights to use similar or related ideas previously known to Challenge Sponsor, or developed by its employees, or obtained from sources other than Innovator.
- Intellectual Property. All Intellectual property rights, if any, in the idea, concept, or activities demonstrated by the Submission will remain with the Innovator.
- Other Contracts, Confidentiality. Innovator agrees that Innovator will not disclose to Challenge Sponsor any information for 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. If Innovator’s participation in the Challenge should be found to breach any legal obligations that Innovator may have with other third parties, or in the event of a breach of these confidentiality obligations, 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.
- 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, or any other details in the Challenge Guidelines, at any time during the Challenge. Innovators are responsible for regularly reviewing the Challenge site to ensure that they understand and 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. Challenge Sponsor reserves the right to adjust the Challenge Guidelines, Rules and Regulations, and Disqualifications at any time to ensure personal and environmental safety.
- Prizes. Any prizes awarded are non-transferable and no substitution will be made except at the Challenge Sponsor’s sole discretion. Winners are responsible for all taxes and fees associated with prize receipt and/or use. For any individual prize award of $600 or more, each winner will receive an IRS form 1099 or other applicable tax documentation from or on behalf of Challenge Sponsor reflecting the value of the prize received, as required by law. Prizes will be fulfilled 8 – 12 weeks after the end of the Challenge.
- General Conditions. Challenge Sponsor has the right to verify each Innovator's eligibility and compliance with this Agreement. 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 the Challenge Sponsor. Challenge Sponsor is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control. Innovator agrees that the Challenge Sponsor’s decisions as to the determination of winner(s) are final and binding. The Challenge Sponsor seeks no promises or favoritism for itself or any of its related companies or affiliates in exchange for the opportunity to participate in the Challenge. By entering the Challenge, Innovator represents, warrants, and agrees that (i) Innovator’s participation in the Challenge, including acceptance of any prize, will not violate any law, regulation, policy or rule in Innovator’s country, state, province, or local municipal location; and (ii) any potential prize is not in exchange for an agreement to influence a recent, pending or anticipated act or decision that may result in Challenge Sponsor obtaining or retaining business or a business advantage. To the extent permitted under applicable law, Innovator agrees that Challenge Sponsor may cancel, suspend and/or modify the Challenge, or any part of it, if any fraud, technical failures, human error or any other factor impairs the integrity or proper functioning of the Challenge. Innovator agrees that the Challenge Sponsor may disqualify any Innovator it finds to be tampering with the operation of the Challenge or to be acting in violation of the CSA, the Challenge Guidelines, any other applicable Challenge guidelines, or acting in an unsportsmanlike or disruptive manner. Any attempt by any Innovator to deliberately undermine the legitimate operation of the Challenge may be a violation of the law, and Challenge Sponsor reserves all rights to seek damages and other remedies (including attorneys’ fees) from any such Innovator to the fullest extent permitted by law.
- Innovators must register with only one email address and physical street address. In the event of a dispute as to the owner of 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;
- Innovator is responsible for any costs to complete activities related to solving or addressing the Challenge;
- Innovator is responsible for obeying all local, national, and international laws in undertaking any activities related to solving or addressing the Challenge;
- Innovator is responsible for obtaining all insurance related to activities performed to solve or address the Challenge;
- Innovator is responsible for truthful representation of all activities undertaken to solve or address the Challenge. Challenge Sponsor reserves the right, at any time, to verify such activities;
- Innovator is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve or address the Challenge. Although Challenge Sponsor is not responsible for calculating results, it reserves the right, at any time, to verify such information;
- Innovator is responsible for completing registration and submitting Submission(s) before the deadlines outlined in the Challenge Guidelines. Challenge Sponsor will not accept late registrations or late Submissions;
- Challenge Sponsor is not liable for any activities undertaken to solve or address the Challenge;
- Challenge Sponsor has the right to disqualify any Innovator from the Challenge at any time, in its sole discretion.
- Release of Liability. Innovator:
- agrees to voluntarily assume any and all risks associated with participating in the Challenge, including, but not limited to, the risk of bodily injury or death, and acknowledges that neither Challenge Sponsor nor any of its affiliates, employees, officers or agents will not be responsible or liable for any losses, liabilities, damages (including, without limitation, personal injury and property damage) and claims, or all related costs and expenses (including, without limitation, legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties) (“Losses”) that may occur due to participation in the Challenge;
- releases and forever discharges the Challenge Sponsor and all of its affiliates, employees, officers, and agents from any and all Losses arising from participation in the Challenge;
- waives any and all rights or claims for Losses against Challenge Sponsor and all of its affiliates, employees, officers, and agents for any and all Losses suffered resulting from Innovator’s participation in the Challenge and Challenge-related events;
- covenants not to sue the Challenge Sponsor and/or its affiliates, employees, officers and agents for any Losses therefor on account of injury, damage to personal property, or death arising from Innovator’s participation in the Challenge or any other Losses whatsoever; and
Innovator acknowledges and expressly agrees that the foregoing release and waiver is intended to be as broad and inclusive as permitted by law and that if any portion thereof is held to be invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
- Indemnification. Innovator acknowledges and agrees to indemnify, defend, release from liability, and hold harmless Challenge Sponsor and all of its affiliates, employees, officers, and agents from and against any and all Losses arising from, relating to, or connected with participation in the Submission or any part of the Challenge, or any activities incidental thereto including, without limitation: (i) any third-party claims, including, without limitation, any claims for personal bodily injury and/or personal property damage; (ii) claims based on any alleged breach of this Agreement by any person who is part of a Submission or a Challenge; (iii) failure of an Innovator to procure an effective waiver; (iv) any claims that the Submission infringes upon or violates the intellectual property rights of any third party, infringes upon or violates any person’s or entity’s right of privacy, or otherwise is in breach of Section 3(d); or (v) actual or alleged agreements or arrangements with other Innovators or participants. Innovator acknowledges and agrees that the obligation to indemnify and hold harmless as set forth in this Section will survive the expiration, lapse, or termination of this Agreement.
- Law and Venue. This Agreement is made pursuant to the laws of the State of Georgia, United States of America, without reference to any rules of conflict of laws. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or similar relationship between any Innovator and Challenge Sponsor. The duties, obligations, rights, and remedies under this Agreement are in addition to and not in limitation of those otherwise imposed or available by law. Any dispute arising under or related to this Agreement will be resolved by a final and binding arbitration in the English language in accordance with the rules of the American Arbitration Association (“AAA”), which shall administer the arbitration, with the place of arbitration in Fulton County, Georgia, United States of America. Any and all claims, judgments, and rewards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys' fees and under no circumstances will Innovator be permitted to seek recovery for, and Innovator hereby waives all rights to claim, punitive, incidental, and consequential damages, and any other damages, other than for actual out-of-pocket expenses and statutory damages, and waives any and all rights to have damages multiplied or otherwise increased. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from the remaining terms of this Agreement and will not affect the validity and enforceability of any remaining provision.
- Not an Offer of Employment: Nothing in the CSA or Challenge is an offer or contract of employment of any kind with any entity. Innovator acknowledges that Innovator’s Submission is submitted voluntarily and not in confidence or in trust. Innovator acknowledges that no confidential, fiduciary, agency or other relationship or implied-in-fact contract now exists between Innovator and the Challenge Sponsor or any of the released parties and that no such relationship is established by submission of any Submission or material pursuant to the CSA.
- Limitations of Liability: To the extent permitted under applicable law, Challenge Sponsor, HeroX, and HelloWorld, Inc. are not liable for: (1) any incorrect or inaccurate information, whether caused by Innovator, printing, typographical or other errors, or by any of the equipment or programming associated with or utilized in the Challenge; (2) technical failures of any kind, including without limitation, malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any aspect of the Challenge; (4) late, lost, undeliverable, damaged or stolen mail; (5) any other claims of damages arising from participation in this promotion or acceptance or use of prizes; and (6) any claims by an Innovator that his or her or its submission is similar to or competitive with technologies or products independently developed by Challenge Sponsor or received by Challenge Sponsor from third parties, including from other Innovators.
- Content Restrictions
- Except for purchased or licensed content, the Submission must be original work of the Innovator;
- Innovator must not disclose any confidential material or information;
- Submission must include only content (including any technical information, algorithms, designs, music, audio, visual or illustrative content, including logos, images, graphics, art, or other content, information, or materials protected any intellectual property right) that Innovator owns or has proper rights to use;
- Innovator will be required to disclose any purchased or licensed content as well as any work that was completed by the Innovator prior to the Challenge. This content will not be considered by the judges when determining winners.
- Submission must not contain any incomplete, corrupt, damaged, or malicious material;
- The Submission must not contain material that violates or infringes another’s rights, including but not limited to privacy, copyright, trade secret, patent, trademark, publicity or any intellectual property rights;
- The Submission must not disparage Challenge Sponsor or any other person or party;
- The Submission must not contain material that is inappropriate, offensive, indecent, obscene, tortious, defamatory, slanderous or libelous;
- The Submission must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age; and
- The Submission must not contain material that is unlawful, in violation of, or contrary to laws or regulations.
- Team collaboration: All teams are solely responsible for their own teamwork. Neither Challenge Sponsor nor its agents will officiate or be responsible for any disputes between or among members of any team (including disputes regarding conduct, cooperation, contributions, intellectual property ownership, or prize distribution or sharing).
- Publicity: Innovator grants Challenge Sponsor (including its parent and affiliate companies) and its agents worldwide permission in perpetuity, to use Innovator’s and any team member's name, voice, image, statements or any indicia of their his or her identity (“Likeness”) in the Submissions, and/or prize information in connection with the Challenge and will ensure that any team members also agree to grant such permission. Challenge Sponsor reserves the right to reproduce, modify, publish, create derivative works from, and display Submissions and/or prize information in connection with this Challenge in whole or in part, on a worldwide basis, and to incorporate it into other works, in any form, media or technology now known or later developed, including for promotional or marketing purposes. If requested, Innovator and any team members will sign any documentation that may be required for Challenge Sponsor.
- Severability: If the application of any provision of the CSA to any particular facts or circumstances shall for any reason be held to be invalid, illegal or unenforceable by a court, arbitration panel or other tribunal of competent jurisdiction, then (a) the validity, legality and enforceability of such provision as applied to any other particular facts or circumstances, and the other provisions of the CSA, shall not in any way be affected or impaired thereby; and (b) such provision shall be enforced to the maximum extent possible. In addition, if any provision contained in the CSA shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law. Challenge Sponsor’s failure to enforce any term of the CSA shall not constitute a waiver of that provision.