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Challenge Agreement

Version August 15, 2017

NATO Innovation Challenge 2017 Participant Agreement.

Version August 7, 2017

This Participant Agreement ("Agreement") is a contract between you ("you" or "Participant") and the Challenge Entities ("we" or "us") relating to the NATO Innovation Challenge 2017 to be held between 15th August and 27th October 2017 (the "Challenge").

You must read and accept all of the terms and conditions contained in this Agreement, including the Innovation Challenge agenda, Judging Criteria and FAQ available at https://InnovationHub-act.org/challenge (collectively, the "official Rules")' which are fully incorporated by reference into this Agreement, as a condition of participating in the Challenge.

This Agreement may be modified from time to time; the date of the most recent revisions will appear on this page, so check back often. Participation in the Challenge by you will constitute your acceptance of any changes or revisions to the Agreement.

in the event of any direct conflict between this Agreement and the Official Rules, the Official Rules shall govern (though not limit any additional provisions binding you in this Agreement).

Your registration for and/or participation in the Challenge constitutes your acceptance of all the terms and conditions contained in this Agreement.

  1. Challenge Description: The Challenge is a competition among individuals or teams who may compete to create one or more solutions (each a “prototype”) that meets the requirements set forth in the Official Rules. For purposes of this Agreement, the “Challenge Entities” shall mean the Innovation Hub (“IH”) and any other persons or entities participating as a partner with the IH in the design, production, organization, execution, promotion or marketing of the Challenge, and your “Entry” shall consist of one or more Prototypes and any other information, presentation, or materials you (or your team) submits in connection with the Challenge.
  2. How to Participate: Eligible Participants may participate individually or as a team in accordance with the Official Rules. Participants must register for the Challenge by following the instructions listed in the Official Rules. Please note that your participation must be in your individual capacity, and not as an employee, representative or agent of another person or entity. If contractual or other obligations would prevent you from (a) participating in the Challenge in your individual capacity, (b) agreeing to the obligations, representations or warranties in the Agreement, or (c) claiming Intellectual Property ownership in or to new materials or inventions you creating in connection with the Challenge, you may not participate in the Challenge.
  3. Teams: If you participate in the Challenge as a member of a team, you understand and agree that, in order for a team to be eligible to participate, each of the members of the team must meet the eligibility criteria contained in the Official Rules and consent to this Agreement. In addition, you understand and agree that if your team is selected to receive the opportunity for funding for further development of demonstration, your team is responsible for ensuring that such further funding will be appropriately distributed to each member of the team. If one member of the team does not comply with this Agreement (including the Official Rules), the team as a whole may be disqualified. Each team is solely responsible for its own cooperation and team work. We will not officiate any dispute between or among any team(s) or its/their members regarding their conduct, participation, cooperation or contribution.
  4. Acknowledgement of Official Rules: By consenting to this Agreement and participating in the Challenge, you acknowledge that you have read and agree to be bound by all of the terms of the latest version of the Official Rules. Any decisions concerning the Official Rules or any other matter relating to this Challenge by the Challenge Entities are final and binding on all Participants.
  5. Intellectual Property:
    1. To the extent that you have ownership rights (a) in any Intellectual Property incorporated into your Entry, (b) in Intellectual Property that is needed to operate or use your Entry, (c) in Intellectual Property covering other materials or inventions that are incorporated into your Entry, or (d) in Intellectual Property that is needed to oeprate or use your Entry (all “Participant IP”), you agree to grant to the Challenge Entities and their agents, partners and affiliates a non-exclusive, royalty-free, worldwide license to use the Participant IP as necessary to conduct the Challenge and for internal evaluation purposes by the Challenge Entities. In addition, you consent to terms governing utilization of any information or content published on InnovationHub-act.org for any of your Challenge activities, including your Entry, that include publication of information or  content on InnovationHub-act.org.
    2. You represent and warrant that there are no contractual or other obligations (including obligations associated with your employment) that would (i) prevent you from granting the licenses provided in this Section 5, and/or (ii) prevent you from claiming Intellectual Property ownership rights in materials or inventions created by you and incorporated into your Entry.
    3. You acknowledge that the Challenge Entities and their affilitates, partner, and licensions, currently and in the future, may be developing software, techniques, ideas, products or services that may be similar to your Entry ) or other materials created or shared by you in connection with the Challenge. Further, your participation in the Challenge, and your sharing with us of your Entry or other software, techniques, works of authorship, concept, ideas or other materials (“Shared Materials”), shall to create any express or implied agreement of obligation that would in any way limit or preclude the Challenge entities or their affiliates from developing, having developed, creating, acquiring, using, licensiong, ditributing or otherwise exploiting products, content or services (provided they do not violate your Intellectual Property rights as describes above) that are similar or identical to those Shared Materials, or otherwise place the Challenge Entities or their affiliates in any different position from any other member of the public with respect to those Shared Materials. Further, you acknowledge and agree that all Shared Materials are submitted on a non-confidential basis, and that the Challenge Entities and their affiliates shall have no obligation to not disclose or otherwise treat as confidential such Shared Materials. Also. to the extent that your Shared Materials include publication of information or content on InnovationHub-act.org, you consent to terms governing utilization of any information or content published on InnovationHub-act.org.
  6. Additional Conditions of Participation:
    1. You agree that the Challenge Entities may, without any limitation or further compensation, use your name, voice and/or likeness in any and all media for the purpose of advertising and promoting he Challenge, IH, and any associated programs. Further, you grant the Challenge Entities and their affiliates, partners, licensors and service providers, the right to take photographs and videos of you and your Entry in commotion with the Challenge and grant the right to the Challenge Entities (and their affiliates, partners, licensors and service providers) to copyright, use, and publish the photographs and videos with or without your name and for any lawful purpose, including but not limited to, publicity, illustration, advertising, and internet and social media content. Additionally, you agree that the Challenge Entities may demonstrate the operation and functionality of your Entry (but may not modify or publicize your source code) in connection with advertising and promoting the Challenge and subsequent challenges organized by IH.
    2. By participating in the Challenge you acknowledge and agree that the Challenge Entities may receive many Entries in connection with this and/or other companions stages and/or promoted by one or more of them, and that such entries may be similar or identical in theme, idea, format, or other respects to your Entry. You waive any and all past, present or future claims against the Challenge Entities relating to such similarities, or asserting that any compensation is due to you in connection with your Entry.
  7. Representation and Warranties: You represent and warrant that: (a) you are the original author of your contributions to your Entry; (b) to your knowledge, theEntry will to infringe on any third party’s copyright, patent, trademark, trade secret, right of publicity or property or any other right;(c) you Entry is not the subject of any actual or threatened litigation or claim; (d) you Entry will not be obscene, offensive, libelous, pornographic, threatening, abusive, or otherwise objectionable; and (e) your Entry will not contain any content that is illegal, would constitute or encourage a criminal offense, or would otherwise give rise to liability or violate any law.
  8. Limitation of Liability: IN NO EVENT SHALL THE CHALLENGE ENTITIES, THEIR RESPECTIVE AFFILIATES, PARTNERS, LICENSORS AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CHALLENGE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). SOME STATES DO NOT ALLOW THE EXCLUSION OR lIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF YOU HAVE A DISpUTE WITH ANY PARTICIPANT OR ANY OTHER THIRD PARTY, YOU RELEASE THE CHALLENGE ENTITIES, THEIR RESPECTIVE AFFILIATES, PARTNERS, LICENSORS AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES, (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES, YOU AGREE THAT ANY CLAIMS AGAINST ANY CHALLENGE ENTITY ARISING OUT OF THE CHALLENGE OR THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOU CLAIM IS PERMANENTLY BARRED.
  9. Release and Indemnification: By entering the Challenge, you agree, on behalf of yourself and your heirs, executors and administrators, (a) to release and hold harmless the Challenge Entities (and the associated affiliates, partners, licensors, and service providers), as well as their respective officers, directors, and employees (collectively, “Released Parties”) from any claim, liability, damage, litigation, illness, injury or death that may occur, directly or indirectly, whether caused by negligence or not. from your participation in the Challenge, any Prototype you submit, you acceptance, pessession, use, or misuse of any funding for further development or demonstration, or any portion thereof (including any travel related thereto), you violation of any law, indemnify Released Parties from any and all liability resulting or arising from your participation in the Challenge and acknowledge that Released Parties have neither made nor are in any manner responsible of liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to any funding for further development or demonstration; and (c) to be bound by this Agreement and the Official Rules and to waive any right to claim any ambiguity or error therein or int the Challenge itself, and to be bound by all decision of IH and the Challenge Entities, which are binding and final. Failure to comply with these conditions may result in disqualification from the Challenge at the sole discretion of IH and/or the Challenge Entities.
  10. Not an Offer or Contract Employment: Under no circumstances shall your participation in the Challenge, any offer or subsequent funding for further development or demonstrations, or anything in this Agreement be construed as an offer or contract of employment with any of the Challenge Entities. You acknowledge that you are participating in the Challenge voluntarily and not in confidence or in trust. You acknowledge that no confidential, fiduciary, agency, partnership, joint venture or other relationship or implied-in-fact contract now exists between you and any Challenge Entity and that no such relationship is established by your participation in the Challenge.
  11. Additional Terms: The Challenge is subject to applicable federal, state and local laws. ACT and the Challenge Entities reserve the right to permanently disqualify from the Challenge any person it believes has intentionally violated this Agreement. Any attempt to deliberately damage the Challenge or the operation thereof is unlawful and subject to legal action by the Challenge Entities, which may seek damages to the fullest extent permitted by law. The failure or Released Parties to comply with any provision of this Agreement due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside the control of the Challenge Entities (excepting compliance with applicable codes and regulations), or totter “force majeure” event will not be considered a breach of the Agreement. Released Parties assume no responsibility for any injury or dame to your or any other person’s computer relating to or resulting from entering or downloading materials or software in connection with the Challenge. Released Parties are not responsible for telecommunications, network, electronic, information; for errors in any promotional or marketing materials or in this Agreement; for any huma or behaves in any other disruptive mannern or electronic error; or for Entries that are stolen, misdirected, garbled, delayed, lost, late, damages, or returned. The Challenge Entities reserve the right to cancel, modify, or suspend the Challenge or any element thereof (including, without limitation, in the event of any unanticipated occurrence that is not fully addressed in this Agreement). The Challenge Entities may prohibit any person from participating in the Challenge, if such person shows a disregard for this Agreement; acts with an intent to annoy, abuse, threaten, or harass any other entrant or any agents or representatives of the Challenge Entities ( or any associated affiliates, partners, licensors, or service providers for the Challenge Entities); or behaves in any other disruptive manner (as determined by the Challenge Entities in their sole discretion). This Agreement constitutes the entire agreement between the Challenge Entities and you with respect to the Challenge and supersedes all previous or contemporaneous oral or written agreements concerning the Challenge.
  12. Dispute Resolution: This Challenge is governed by, and will be construed in accordance with, the laws of Virginia and the forum and venue for any dispute shall be the State of Virginia> in no event shall any party be entitled to recover attorney’s fees or other related costs of bringing a claim, or to rescind this Agreement or seek injunctive or any other equitable relief>
  13. How to Contact Us: if you want to send us notices or service of process, please contact us via email at: sactinnovationhub@act.nato.intor by physical mail at NATO Innovation Hub, 4111 Monarch Way, Norfolk, VA 23508.