FOUNDERS 55 NFP, INC. FINANCIAL REVOLUTIONARIES ENCHANCING EDUCATION (“FREE”) ISSUE CHALLENGE
Challenge-Specific Agreement
Please Read Carefully! You and FOUNDERS 55 NFP, INC., an Illinois not-for-profit corporation physically located at 1509 N. Milwaukee Avenue, Libertyville, Illinois 60048 (“FOUNDERS 55”), are agreeing to this Challenge-Specific Agreement ("CSA") for this particular FOUNDERS 55 Challenge. This Challenge requires that you accept these special terms, so please take the time to read and understand them.
If you click "I agree" and proceed to register for this Challenge, this CSA and the Challenge Guidelines (“Challenge Guidelines”) posted at https://herox.com/founders55.com (the “Site”) will form a valid and binding agreement between you and FOUNDERS 55. Please print and keep a copy of this CSA. Any capitalized terms defined in the Challenge Guidelines, and used, but not defined in this CSA, shall have the same meaning here as in the Challenge Guidelines.
Only the provisions of this CSA, the Challenge Guidelines posted for this particular Challenge at the Site and, to the extent not inconsistent, with the CSA or the Challenge Guidelines, provisions of the HeroX Terms of Use, shall apply to this Challenge. In the case of any conflict between the terms of this CSA and the HeroX Terms of Use, this CSA controls. In the event provisions in the Challenge Guidelines may conflict with, or be inconsistent with, this CSA, FOUNDERS 55 shall, in its sole and absolute discretion, resolve such conflict or inconsistency by interpreting the provisions in a manner that is lawful, operative, definite, reasonable, and capable of being carried into effect, if that can be done consistent with the purposes for which FOUNDERS 55 established this Challenge.
- Submissions. As a Competitor, you may submit to FOUNDERS 55 only one (1) Submission for the Challenge to which this CSA applies. By submitting a Submission, you thereby agree to provide reasonable assistance and additional information concerning your Submission to FOUNDERS 55, if requested.
- Acceptance of Submission and License to Use. FOUNDERS 55 will notify you if your Submission has been selected by FOUNDERS 55 as the winner of the Challenge. FOUNDERS 55 will judge all Submissions against the criteria set out in the Challenge Guidelines and determine, in its absolute and sole discretion, which Submission best addresses the Challenge Guidelines. FOUNDERS 55 has absolute and sole discretion to determine whether to accept your Submission, or any Submission, and whether or not to award the Prize. Meeting the Challenge Guidelines does not mean the Submission will be eligible for the Prize. Submissions must NOT contain or include ideas, concepts, solutions or technology owned or controlled by a third party. 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 (i) otherwise requested by FOUNDERS 55 and/or disclosed by you in
your Submission, and (ii) 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 FOUNDERS 55, or the exercise by FOUNDERS 55 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, Intellectual Property, 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 grant to FOUNDERS 55 hereunder, including the right for FOUNDERS 55 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, or are identifiable 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;
ii. provided written permission to include their name, likenesses, images, voice or pictures in or with your Submission (or if a minor who is not your child, you must have written permission of their parent or legal guardian) and you may be asked by FOUNDERS 55 to provide such permission in writing;
- no claims for payment of any kind, including, without limitation, for royalties or residuals;
- has 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 FOUNDERS 55 has access to, may create, or may have 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 FOUNDERS 55 shall have the right to use the same or similar materials, and you will not be entitled to any compensation arising from FOUNDERS 55's use of such materials. In the event your entry is identical or similar to the Submission of another Competitor, FOUNDERS 55 reserves the right, in its sole and absolute discretion, to 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: (i) all Submissions become FOUNDERS 55's property and will not be returned; and (ii) FOUNDERS 55 and its licensees, successors and assigns have the right to use any and all Submissions, and any Submissions(s)’ contact, including by way of description not limitation, the names, likenesses, images, voices and pictures of any and 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, 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 (collectively, “Intellectual Property”) developed by you as part of your Submission will remain with you as the Competitor, subject to the following conditions:
By entering a Submission to this Challenge, you agree to grant to FOUNDERS 55 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 your granting FOUNDERS 55 a perpetual, non-exclusive license for the Submission, the competitor retains ownership of the Submission; and
By entering a Submission in this Challenge, you also agree to the requirements described in the Challenge Guidelines and, to the extent they do not conflict, the HeroX Terms of Use.
Please also be aware 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 or non-disclosure between you and any of the persons or entities involved in this Challenge.
3. Other Contracts, Confidentiality, and Indemnification. You agree you will not disclose to FOUNDERS 55 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 you will not discuss any confidential information of your own, other parties, or FOUNDERS 55 except on the Site.
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 CSA, you agree to the maximum extent permitted by law, to defend, indemnify and hold harmless FOUNDERS 55, HeroX and their respective officers, directors, members, employees, contractors, agents, attorneys, 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. FOUNDERS 55 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. FOUNDERS 55 has the right to cancel the Challenge at any time, without warning or explanation, and to withdraw the Prize completely.
- GENERAL CONDITIONS. FOUNDERS 55 has the right to verify each Competitor's eligibility and compliance with this CSA. FOUNDERS 55 has the right to enforce the terms and conditions hereof directly against you. Participation and consideration of your Submission in the Challenge is conditioned on providing the data required in the online registration form. Competitors should direct any request to access, update, or correct information to FOUNDERS 55. FOUNDERS 55 is not 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 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 solely and directly responsible for any and all direct and indirect costs to complete Competitor’s activities and Submission related to solving the Challenge;
- Competitor is solely and directly responsible for obeying and satisfying all requirements of any local, national, and international laws in undertaking any activities related to the Submission and/or solving the Challenge;
- Competitor is solely and directly responsible for obtaining any insurance related to activities performed relating to the Submission and/or to solve the challenge;
- Competitor is solely and directly responsible for truthful representation of all activities undertaken to make the Submission and/or solve the Challenge; and FOUNDERS 55 reserves the right, at any time, to verify such activities;
- Competitor is solely and directly responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the challenge;
- FOUNDERS 55 is not responsible for calculations or calculating results, but reserves the right, at any time, to verify such information;
- Competitor is solely responsible for completing registration and submitting its Submission by the dates stated in the Challenge Guidelines; and FOUNDERS 55 is not required to accept any late registration or late Submission;
- FOUNDERS 55 is not liable for any activities undertaken to prepare or submit a Submission, and/or to solve the Challenge;
- FOUNDERS 55 has the right in its sole and absolute discretion, to disqualify any Competitor from the Challenge at any time.
- Representations and Warranties. You represent and warrant that:
- All information provided by you regarding yourself, your Submission, 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 and make the Submission on behalf of that business or entity.
- Unless otherwise fully 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.