The Industrial Internet Consortium (IIC) and the Trusted IoT Alliance (TIOTA) (each an “Organizer” and collectively the “Organizers”) are co-organizing Internet of Things (IoT) Challenges in which architects and solution providers compete to design industrial internet solutions that address high-profile, real-world problems and validate IoT applications and solutions. Challenges are conducted over a period of several months, include the additional “Participants” identified in the Challenge Rules, and culminate in the announcement of winners selected by a jury based on objective criteria. Challenges are open to vendors, organizations, teams and individuals worldwide. Prizes will be awarded to winners. This IoT Challenges Contestant Agreement provides terms and conditions for any person that chooses to compete in a Challenge and is subject to the applicable Challenge Rules.
CONTESTANT: The business, agency, institution or other entity, and/or (ii) individual(s) participating on his/her/their own, in the Challenge by submitting a response to the call for Entries
The Contestant agrees to participate in and submit or otherwise contribute a proposed solution to the stated IoT Challenge (an “Entry”), upon the terms and conditions stated in the Challenge Rules and upon the following terms and conditions, to all of which Contestant hereby agrees:
- Contestant willingly enters the Challenge with the intent to promote and bring market attention to the Challenge and Contestant’s Entry. In order to participate in the Challenge, Contestant is required to respond to the call for Entries prior to the posted deadline with a design and implementation submission that meets the Challenge requirements, as specified in the Entry form, to the best of the Contestant’s abilities.
- Contestant understands and agrees to abide by the Challenge Rules, including that the decision of the judges is final and that the Challenge Organizers reserve the right to reject Entries at any time, in their discretion, during the course of the Challenge. Contestant is committed to rules of fair play, as further described in the Challenge Rules.
- Contestant represents that Contestant’s Entry, and all ideas, information, written descriptions, presentations, videos, demos and materials of Contestant contained in the Entry (“Input”), are original to Contestant, and that Contestant owns the copyright in the Input, or has sufficient rights in the Input to grant the rights and allow the uses described below. Contestant will indemnify, defend and hold harmless the Organizers for any loss, damage or expense (including reasonable attorneys’ fees) they incur that arises from a breach of any representation, warranty or covenant made by Contestant.
- Contestant agrees that the Entry is not confidential and that neither Organizers, Participants or other persons who receive Input as a result of Contestant’s Entry have any obligation of confidentiality regarding the Input. If an Organizer or Participant would like additional information that Contestant is only willing to provide on a confidential basis, Contestant should request a signed confidentiality agreement that identifies the confidential material, time period of secrecy and other terms; but until a recipient signs such an agreement the information is not confidential.
- Contestant grants each of the Organizers a nonexclusive, irrevocable, sublicensable, royalty-free, paid up, worldwide license to use and copy Contestant’s Entry and Input; to make derivative works of the Input; and to publicly display, perform and distribute the Input and such modifications and derivatives, with appropriate attribution to Contestant, solely for purposes of (a) promoting the Challenge, its Participants, its contestants and their Entries, and (b) further evaluation, analysis, research and development (but without rights of commercialization unless separately granted by Contestant).
- Contestant grants IIC and TIOTA the right to use Contestant’s name, logo, branding or marks solely to identify the source of the Input and any modifications or derivatives of the Input, including on the Organizer’s websites and in other publications and materials that promote, describe or discuss the Challenge. If Contestant is an entity, any use of its marks for any other purpose is subject to prior written consent.
- Except as may be specifically agreed under a separate written agreement or permitted by Section 5, no patent licenses are granted to the Organizers, their members or other third parties (by implication, estoppel or otherwise).
- Contestant will notify the IIC or TIOTA if it becomes aware that any of the above representations are incorrect or that the Input contains material for which the necessary copyright licenses were not granted. No person using the Input as permitted by the IIC and TIOTA will be liable to Contestant for copyright infringement or improper disclosure as a result of that use.
- EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A SEPARATE WRITTEN AGREEMENT, EACH PARTY PROVIDES ALL INFORMATION AND MATERIALS AS-IS AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS.
- EXCEPT AS MAY ARISE UNDER A SEPARATE WRITTEN AGREEMENT OR FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR INDEMNIFICATION BY CONTESTANT PURSUANT TO SECTION 3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
- Contestant is responsible for and will pay when due any taxes that are Contestant’s responsibility in connection with this Challenge or its prizes.
- Contestant acknowledges that if Contestant is judged a winner of any prize, receipt of the prize will be contingent on each member of Contestant’s team signing a Prize Agreement and Publicity Release and executing any other documents reasonably required by the Organizers or Participants, which may include Contestant’s reaffirmation of these terms and the Challenge Rules.
- Contestant gives consent to the IIC and TIOTA to keep a copy of Contestant’s contact information after the Challenge has been concluded and to be contacted by them in case of future challenges and opportunities.
- This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA, as applied to agreements entered into and fully performed therein by residents thereof. All Contestants consent to the jurisdiction and venue of the state and federal courts sitting in Massachusetts to determine any disputes that may arise out of, under or in connection with this Agreement.
- The Contestant is authorized to provide, and does hereby provide, consent to add members of its organization to the Challenges collaboration platform, which may be Basecamp, Causeway or another platform that offers the Contestant access to documents, group calendars and other resources within the group in which it participates. Contestant understands that without such consent, Contestant will not be given access.
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By submitting an entry to the Challenge, Contestant confirms that he/she has the authority and permission of Contestant, and of any other known copyright owners of the Input (as disclosed above), to contribute the Input subject to the above terms.