Crowdsourcing Project Agreement

A. Crowdsourcing PROJECT

Challenges are open to residents of the United States and worldwide, except if you are a resident of Crimea, Cuba, Iran, Syria, North Korea, Sudan, or are subject to U.S. export controls or sanctions, then you may not enter the Challenge. Other local rules and regulations may apply to you, so please check your local laws to ensure that you are eligible to participate in skills-based challenges

B. ENTRY IN THIS CHALLENGE CONSTITUTES YOUR ACCEPTANCE OF THESE OFFICIAL CHALLENGE RULES

The Challenge named above is a skills-based challenge to promote and further the field of IoT. You must register via the Surcle Website to enter. Your Challenge Entry submissions ("Submissions") must conform to the Terms of Use set forth on the Surcle Website. Your Submissions will be evaluated based on the solution criteria described by the rules set forth in this Challenge Agreement. Subject to compliance with the Challenge Rules, Prizes described on the Surcle Website or on this Challenge Agreement, if any, will be awarded to participants with the highest evaluation, based on the merits of each Challenge Entry submitted. See below for the complete Challenge Rules.

E. GENERAL PROJECT RULES

1. BINDING AGREEMENT. These Rules form a binding legal agreement between You and the Sponsor with respect to the Challenge. In order to enter the Challenge, you must agree to these Official Challenge Rules, which incorporate by reference the Terms of Use and content of the Surcle Website and any Specific Challenge Rules above (collectively, the "Challenge Rules"). Please read these Challenge Rules carefully prior to entry to ensure you understand and agree. If You do not agree to these Challenge Rules, then You are not eligible to receive the prizes described in these Challenge Rules and You may not enter the Challenge or submit a Challenge Entry.

2. ELIGIBILITY

A. To be eligible to enter the Challenge, you must be:

B. If you are entering as a representative of a company, educational institution or other legal entity, or on behalf of your employer, these rules are binding on you, individually, and/or the entity you represent or are an employee. If you are acting within the scope of your employment, as an employee, contractor, or agent of another party, you warrant that such party has full knowledge of your actions and has consented thereto, including your potential receipt of a prize. You further warrant that your actions do not violate your employer’s or entity’s policies and procedures.

C. Unless otherwise set forth in the Specific Challenge Rules above, employees, interns, contractors, officers and directors of the Sponsor, Surcle, and their parent companies, subsidiaries, affiliates, and their respective directors, officers, employees, advertising and promotion agencies, representatives, and agents ("Challenge Entities") may enter and participate in the Challenge but are not eligible to win any Prizes.

3. ACCURATE PARTICIPANT INFORMATION

Providing any false information in the Submission concerning your identity, residency, mailing address, telephone number, email address, ownership of right, or information required for submitting Qualifications for the Project is strictly prohibited.  Thus, you understand that you may be immediately disqualified from the Project at the discretion of the Sponsor or Surcle if you provide any such false information.  The Sponsor and or Surcle reserve(s) the right to verify eligibility and to adjudicate on any dispute at any time.

4. INDIVIDUAL ACCOUNT

You may make a Submission only under one, unique Surcle.io account.  Submitting Submissions through more than one Surcle account subjects You and or Your Team to disqualification, at the discretion of the Sponsor and or Surcle.  Similarly, any attempt to falsify an account to act as your proxy will subject You and or Your Team to disqualification.

5. SPONSOR AND HOSTING PLATFORM

The Project is sponsored by one or more Sponsors named above. The Project is hosted on behalf of Sponsor by Surcle. Surcle is an independent contractor of Sponsor, and is not a party to this or any agreement between you and Sponsor. You understand that Surcle has no responsibility with respect to selecting the individual, team or firm who may enter a business relationship with Sponsor. Surcle will perform certain administrative functions relating to hosting the Project, and you agree to abide by the provisions relating to Surcle under these Project Rules. As a Surcle.io account holder and user of the Surcle platform, remember you have accepted and are subject to the Surcle Terms of Use <https://www.surcle.io/terms-of-use>, in addition to these Project Rules.

6. CHALLENGE PERIOD

The Challenge will run from the Start Date and time to the End Date and time, as set forth above. The Challenge Period and Challenge Entry deadlines are subject to change, and Sponsor may introduce additional hurdle deadlines during the Challenge. Any updated or additional deadlines will be publicized on the Surcle Website. It is your responsibility to check the Surcle Website regularly to stay informed of any deadline changes. YOU ARE RESPONSIBLE FOR DETERMINING THE CORRESPONDING TIME ZONE IN YOUR LOCATION.

7. CHALLENGE ENTRY. NO PURCHASE NECESSARY TO ENTER OR WIN.

To enter the Challenge, you must register on the Surcle Website during the Challenge Period and follow the instructions for developing and entering your Submission through the Surcle Website. Your Submissions must be made in the manner and format, and in compliance with all other requirements, set forth on the Surcle Website and or these Challenge Rules (the "Requirements"). Submissions must be received prior to any Submission deadlines set forth on the Surcle Website.

8.ADEQUACY OF CHALLENGE ENTRIES AND PLAYING FAIR.

Challenge Entries should be legible, complete, undamaged and otherwise understandable upon submission. Challenge Entries that are deemed in whole or part illegible, incomplete, damaged, altered, counterfeit, obtained through fraud, or late, will be voided and Sponsor and or Surcle reserve(s) the right, at its sole discretion, to disqualify any entrant who makes a Challenge Entry that does not meet the Requirements.

9. INDIVIDUALS AND TEAMS

A. Teams. If permitted under the Surcle Website guidelines, multiple individuals may collaborate as a team (a "Team"); however, you may join or form only one Team. In some instances, the Sponsor and or Surcle may create a Team for You, and You may or may not know ahead of time who your Team members will be. Each Team member must be a single individual with a separate Surcle account. You must register individually for the Challenge before joining a Team or being assigned to a Team. You must confirm your Team membership to make it official by responding to the Team notification message sent to your Surcle account. Team membership may not exceed the Maximum Team Size set forth on the Surcle Website.

B. Team Merger. Teams may request to merge via the Surcle Website. Team mergers may be allowed provided that: (i) the combined Team does not exceed the Maximum Team Size; (ii) the number of Submissions made by the merging Teams does not exceed the number of Submissions permissible for one Team at the date of the merger request; (iii) the merger is completed prior to the earlier of: any merger deadline or the Challenge deadline; and (iv) the proposed combined Team otherwise meets all the requirements of these Rules.

10. DETERMINING WINNERS:

A. Each Challenge Entry will be evaluated and ranked by the solution criteria set forth on the Surcle Website or the specific Challenge Rules. During the Challenge, a leader board may be made available, at the Sponsor's or Surcle's discretion, on the Surcle Website.

B. In the event of a tie, the Challenge Entry that was entered first to the Challenge will be the winner. In the event a potential winner is disqualified for any reason, the Challenge Entry that received the next highest score rank will be chosen as the potential winner.

C. Surcle will notify the potential winner(s) by email. If a potential winner does not respond to the notification attempt within five (5) days from the first notification attempt, then such potential winner will be disqualified and an alternate potential winner will be selected from among all eligible entries received based on the judging criteria described herein.

D. A Winner of each Challenge will be named and or publicly displayed at Surcle.io. Such display may include a short bio of the Participant User and or Team and a general brief description of the Challenge Entry or submission idea. Determinations of Sponsor and or Surcle are final and binding.

E. WINNERS OBLIGATIONS. As a condition to being awarded a Prize, a Prize winner must fulfill the following obligations:

11. TAXES: ALL TAXES IMPOSED ON PRIZES ARE THE SOLE RESPONSIBILITY OF THE WINNERS.

Payments to potential winners are subject to the express requirement that they submit all documentation requested by Sponsor or Surcle for compliance with applicable state, federal, local and foreign (including provincial) tax reporting and withholding requirements. Prizes will be net of any taxes that Sponsor is required by law to withhold. If a potential winner fails to provide any required documentation or comply with applicable laws, the Prize may be forfeited and Sponsor may, in its sole discretion, select an alternative potential winner. Any winners who are U.S. residents will receive an IRS 1099 form in the amount of their Prize.

B. One or more of the Selected Submitters may be offered the opportunity of entering into a contract with the Sponsor relating to the Project.

12. GENERAL CONDITIONS:

All federal, state, provincial and local laws and regulations apply. Sponsor reserves the right to disqualify any entrant from the Project if, in Sponsor’s sole discretion, it reasonably believes that the entrant has attempted to undermine the legitimate operation of the Project by cheating, deception, or other unfair practices or abuses, threatens or harasses any other entrants, Sponsor or Surcle.

13. LICENSE

Unless an assignment of the intellectual property rights in the Winning Entry is required by the Specific Challenge Rules, the Winner of each Challenge agrees to grant to Sponsor an unrestricted, perpetual, irrevocable, sub-licensable, non-exclusive, fully-paid up, and royalty-free worldwide license to use any ideas, expression of ideas, all Contributions or other materials submitted on the Site, without restrictions of any kind and without any payment or other consideration of any kind other than the Prize, or permission or notification, to you or any third party.

14. PUBLICITY

All Prize Winners and Sponsors grant Surcle a license to display, perform, and distribute your Personal Contribution for the sole purpose of making that Personal Contribution accessible to you, providing the Services necessary to do so.

15. PRIVACY

You acknowledge and agree that Sponsor and Surcle may collect, store, share and otherwise use personally identifiable information provided during the registration process and the Submission Period, including, but not limited to, name, mailing address, phone number, and email address. Surcle will use this information in accordance with its Privacy Policy <https://www.surcle.io/privacy-policy>, including for administering the Project. Your information may also be transferred to countries outside the country of your residence, including the United States. Such other countries may not have privacy laws and regulations similar to those of the country of your residence. As a Surcle.io account holder, you have the right to request access, review, rectification or deletion of any personal data held by Surcle by submitting a request by email to info@surcle.io.

16. INTELLECTUAL PROPERTY.

Per the Surcle Terms of Use, Your Contributions including Challenge Entries and any Winning Entry, are your own and any license you grant Sponsor or Surcle, is not intended to affect your ownership in such Contributions unless otherwise agreed to per the Specific and General Challenge Rules. Challenge Sponsors agree not to use Your Contributions if Your Contributions is not a Winning Entry.

This Agreement is entered into the day signed below by and between Challenge Sponsor with a mailing address listed below (hereinafter referred to as "Challenge Sponsor"); and the Solution Provider with a mailing address listed below  and (hereinafter referred to as "Solution Provider").

WHEREAS, Challenge Sponsor has submitted a Challenge via the surcle.io website as defined by the Surcle Challenge Agreement;

WHEREAS, Solution Provider wishes to submit an Entry via the surcle.io website which may provide a solution to the Challenge;

WHEREAS, Solution Provider wishes the Challenge Sponsor to consider the Entry as a possible Winning Entry to the Challenge among one or more entries by other solution providers;

WHEREAS, in the event that the Entry of the Solution Provider is selected as a Winning Entry, Challenge Sponsor may wish to protect the intellectual property rights in the Entry submitted by the Solution Provider by patents, copyrights or by keeping it secret and confidential;

WHEREAS, Solution Provider may be involved in the development of such secret or confidential information or have access to such information of the Challenge Sponsor while preparing, submitting or otherwise working on the Entry to the Challenge;

WHEREAS, the Surcle CHALLENGE AGREEMENT defines the following terms used herein: Solution Provider, Challenge Sponsor, Entry, Winning Entry, Prize and Surcle Challenge Agreement.

NOW, THEREFORE, in consideration of Solution Provider’s Entry being considered by Challenge Sponsor, to provide a solution to the Challenge, Solution Provider and Challenge Sponsor agree as follows:

17. WARRANTY, INDEMNITY AND RELEASE:

A. You warrant that your Submission is accurate and that you have the right to make the Submission without being encumbered by any obligations to any third party. You agree not to make any Submission including any disclosure that: (i) infringes any third party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including without limitation, copyright, trademark, patent, trade secret, privacy, publicity or confidentiality obligations; or (ii) otherwise violates any applicable state or federal law.

B. To the maximum extent permitted by law, you indemnify and agree to keep indemnified Project Entities at all times from and against any liability, claims, demands, losses, damages, costs and expenses resulting from any act, default or omission of the entrant and/or a breach of any warranty set forth herein. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the Project Entities from and against any and all direct and third-party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from: (a) your Submission or other material uploaded or otherwise provided by you that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or entity, or defames any person or violates their rights of publicity or privacy; (b) any misrepresentation made by you in connection with the Project; (c) any non-compliance by you with these Rules; (d) claims brought by persons or entities other than the parties to these Rules arising from or related to your involvement with the Project; and (e) any dispute between Sponsor and any Submitter, including without limitation in connection with any Deliverable Payment, Surcle’s processing and/or handling of the any Deliverable Payment, the processing and/or handling of Deliverable Payment funds received from Sponsor or Surcle by Surcle’s agents, vendors or service providers, and any other payment-related conduct of Surcle absent its gross negligence or willful misconduct.

C. You hereby release Sponsor and Surcle from any liability associated with: (a) any malfunction or other problem with the Surcle Website; (b) any error in the collection, processing, or retention of any Submission; (c) any typographical or other error in the printing, offering or announcement of any winning Submission; and (d) Sponsor’s failure or refusal to authorize the release of any Deliverable Payment to you for any reason, including without limitation as a result of a determination by Sponsor, in its sole discretion, that your deliverable or contribution to the Project was incomplete, deficient or unsatisfactory.

18. INTERNET:

Challenge Entities are not responsible for any malfunction of the Surcle Website or any late, lost, damaged, misdirected, incomplete, illegible, undeliverable, or destroyed Submissions or entry materials due to system errors, failed, incomplete or garbled computer or other telecommunication transmission malfunctions, hardware or software failures of any kind, lost or unavailable network connections, typographical or system/human errors and failures, technical malfunction(s) of any telephone network or lines, cable connections, satellite transmissions, servers or providers, or computer equipment, traffic congestion on the Internet or at the Surcle Website, or any combination thereof, which may limit an entrant's ability to participate.

19. RIGHT TO CANCEL, MODIFY OR DISQUALIFY

If the Challenge is not capable of running as planned or for any other reason, including but not limited to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Challenge, Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Challenge. Sponsor further reserves the right to disqualify any entrant who tampers with the submission process or any other part of the Challenge or Surcle Website. Any attempt by an entrant to deliberately damage any web site, including the Surcle Website, or undermine the legitimate operation of the Challenge is a violation of criminal and civil laws and should such an attempt be made, Sponsor and Surcle each reserves the right to seek damages from any such entrant to the fullest extent of the applicable law.

20. NOT AN OFFER OR CONTRACT OF EMPLOYMENT:

Unless otherwise specifically provided under the Surcle Website, under no circumstances shall the entry of a Submission, the awarding of a Prize, or anything in these Rules be construed as an offer or contract of employment with Sponsor or any of the Challenge Entities. You acknowledge that you have submitted your Submission voluntarily and not in confidence or in trust. You acknowledge that no confidential, fiduciary, agency or other relationship or implied-in-fact contract now exists between you and Sponsor or any of the Challenge Entities, and that no such relationship is established by your entry of your Submission.

21. GOVERNING LAW

Unless otherwise provided in the Challenge Specific Rules above, all claims arising out of or relating to these Rules will be governed by California law, excluding its conflict of laws rules, and will be litigated exclusively in the Federal or State courts of Orange County, California, USA. The parties consent to personal jurisdiction in those courts. If any provision of these Rules is held to be invalid or unenforceable, all remaining provisions of the Rules will remain in full force and effect.

UPDATED: 7/26/2019