Marketplace Project Agreement

Service Fee Collected by Surcle: 10% of the Value of Submitter’s Contribution

A. MArketplace PROJECT

This Marketplace Project is an open call for Bids (“Submissions”) from firms (i.e., companies, educational institutions and other legal entities), individuals and/or teams (collectively, “Submitters”) proposing to develop a solution to the Problem Statement in accordance with requirements set forth by the Sponsor.  Submissions may be evaluated based on the solution criteria described by this Project Agreement.  A Submission may be selected (“Selected Submission”), and the associated Submitter will be invited to enter into a contract with the Sponsor per this Project.  Such Selection shall be in the sole discretion of Sponsor. This Marketplace Project Agreement deals with the process of accepting Submissions by Submitters and the formation of a contract between Submitter and Sponsor relating to the Project, but is unrelated to any further business relationship unrelated to the Project between the Sponsor and any Selected Submitter.

B. SUBMISSION OF A BID CONSTITUTES YOUR ACCEPTANCE OF THESE OFFICIAL PROJECT RULES

The Marketplace Project named above promotes and furthers the field of ____________. You must register via the Surcle Website to enter. Your Bid (“Submission”) must conform to the Terms of Use set forth on the Surcle Website. Your Submission will be evaluated based on the solution criteria described by the rules set forth in this Marketplace Project Agreement.

C. Matchmaking Projects

Marketplace Projects 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 Submit a Bid. Other local rules and regulations may apply to you, so please check your local laws to ensure that you are eligible to Submit a Bid.

D. SPECIFIC PROJECT RULES

In addition to the provisions of the General Project Rules below, you understand and agree to these Specific Project Rules required by the Sponsor:

  • Your submission must be accompanied with a written summary detailing how and why your submission meets as many possible requirements and standards for the Project
  • Submissions must be submitted in a single zip-file before required deadlines
  • Submissions must be mindful of any potential intellectual property violations or cite the source for credit
  • Submitters may submit only a single submission
  • Submitters may form teams to collectively file a Submission
  • Submitters that are part of a team may NOT make Submissions as individuals
  • Legal agreements must be fully understood before participating in this Project
  • Intellectual Property developed will be owned by the Sponsor

If any of the provisions of the Specific Project Rules above conflict with the provisions of the General Project Rules below as between the rights and obligations of the Sponsor and You, the provisions of the Specific Project Rules shall prevail.

E. GENERAL PROJECT RULES

1. BINDING AGREEMENT. These Rules form a binding legal agreement between You and Sponsor with respect to the Project.  In order to enter a Submission, you must agree to these Official Project Rules, which incorporate by reference the Terms of Use and content of the Surcle Website and any Specific Project Rules above (collectively, the " Project Rules"). Please read these Project Rules carefully prior to entry to ensure you understand and agree. If You do not agree to these Project Rules, then You are not eligible to make a Submission or be considered for this Matchmaking Project.

2. ELIGIBILITY

A. To be eligible to Submit a Bid for this Project, 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 Project 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 ("Project Entities") are not eligible to Submit Qualifications.

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 a Bid 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 Marketplace 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 Selected Submission or entering into a further contract or other business relationship to provide the services in connection with the Submission. 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 Marketplace Project Rules.

6. SUBMISSION PERIOD

The Submission Period will run from the Start Date and time to the End Date and time, as set forth above. The Submission Period and Submission deadlines are subject to change, and Sponsor may introduce additional hurdle deadlines during the Submission Period. 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. BID SUBMISSION. NO PURCHASE NECESSARY TO SUBMIT BID OR BE A SELECTED SUBMITTER

To Submit a Bid, you must be registered on the Surcle Website during the Submission 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 Project Rules (the "Requirements"). Submissions must be received prior to any Submission deadlines set forth on the Surcle Website.  Submitter does not pay a fee to make a Submission.

8. PAYMENT

A. In connection with this Project Agreement, Sponsor has agreed to submit funds to Surcle equal to the value that Sponsor has assigned to Submitter’s contribution to the Project (such funds constituting the “Deliverable Payment”) for payment to Submitter upon Sponsor’s acceptance of Submitter’s deliverable(s) in accordance with the agreement between Sponsor and Submitter relating to the Project.  Within fourteen (14) business days after Sponsor’s written authorization to Surcle, Surcle will release the Deliverable Payment to Submitter less ten percent (10%) of such Deliverable Payment, which Submitter acknowledges and agrees shall constitute Surcle’s “Service Fee” under this Project Agreement.  Notwithstanding any other understanding or agreement to which Submitter and Sponsor may be parties, the Deliverable Payment, less Surcle’s Service Fee, shall be Submitter’s sole compensation paid to Submitter, directly or indirectly, relating to the Project. Submitter hereby agrees not to enter into any understanding or agreement with Sponsor relating to the Project that has the effect of circumventing or avoiding the payment of the Deliverable Payment through Surcle.  In the event of any conflict between this Marketplace Project Agreement and any term in any agreement between Sponsor and Submitter, this Marketplace Project Agreement shall govern.

B. In the event of any payment-related dispute arising out of, related to or in connection with this Marketplace Project Agreement, including without limitation with respect to any Deliverable Payment or Sponsor’s acceptance or rejection of Submitter’s deliverable or contribution , Surcle reserves the right, in its sole discretion, to return all or any portion of the Deliverable Payment in Surcle’s possession to Sponsor.  Surcle shall incur no liability to Submitter or otherwise for any claims in connection with the return of the Deliverable Payment or part thereof including without limitation any liability for the cost or value of Submitter’s services rendered or any deliverable or contribution provided to Sponsor.  Such return of the Deliverable Payment (in whole or in part) to Sponsor shall not constitute a waiver of Surcle’s rights hereunder to receive its percentage of the Deliverable Payment in the event that Sponsor and Submitter resolve their dispute and agree that Submitter is entitled to payment; in such event, payment to Submitter shall occur through Surcle in the manner provided in Section 8(A) hereof.

9. ADEQUACY OF SUBMISSIONS AND PLAYING FAIR

Bid Submissions should be legible, complete, undamaged and otherwise understandable upon submission.  Submissions 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 Submission that does not meet the Requirements.

10. INDIVIDUALS, FIRMS AND TEAMS

A. Teams. If permitted under the Surcle Website guidelines, multiple individuals and/or firms may collaborate as a team (a "Team"); however, you may join or form only one Team.  Each Team member must be a single individual or firm with a separate Surcle account. You must register individually for the Marketplace Project 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.

11. DETERMINING SELECTED SUBMISSIONS:

A. Each Submission will be evaluated in view of the Problem Statement and solution criteria set forth in this Marketplace Project Agreement.  During the Submission Period, portions of Bids may be made available, at the Sponsor’s or Surcle’s discretion, on the Surcle Website.

B. Determination of a Selected Submission will be made by Sponsor, in Sponsor’s sole discretion. Sponsor’s determination shall be final.

C. Surcle will notify the Selected Submitter by email. If a Selected Submitter does not respond to the notification attempt within five (5) days from the first notification attempt, then such Selected Submitter may be disqualified and an alternate Selected Submitter will be selected from among all eligible Submissions received.

D. A Selected Submitter of the Project may be named and or publicly displayed or published at Surcle.io and may be named and/or publicly displayed or published by Sponsor.  Such display may include a short bio of the Selected Submitter and a general brief description of the Submission. Such display may also include additional information concerning the Selected Submitter’s subsequent involvement in working with Sponsor to implement a solution to the Problem Statement.

12. GENERAL CONDITIONS

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

13. 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 Marketplace 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.

14. 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.

D. You hereby agree not to file or make, or permit to be filed or made on your behalf, any lawsuit, arbitration, charge, complaint, or other claim asserting any claim or demand against Surcle for any of the liabilities arising out of or relating to (i) the procedure for payment set forth in Section 8 hereof; (ii) any claim for which you have agreed to indemnify Project Entities under Section 15(B)(e) hereof; and (iii) any claim from which you released Sponsor and Surcle under Section 15(C)(d) hereof. This provision may and shall be pleaded by Surcle as a full and complete defense to, and may be used as a basis for the immediate dismissal of or an injunction against, any action, suit or other proceeding which may be instituted, prosecuted or maintained in breach hereof. If you file or make, or permit to be filed or made on your behalf, any lawsuit, arbitration, charge, complaint, or other claim asserting any claim or demand against Surcle related to the foregoing liabilities, whether or not such claims are valid, such claim shall be immediately dismissed with prejudice, the provisions of this Matchmaking Project Agreement shall remain in full force and effect, and you shall be liable to Surcle for all costs, expenses and attorneys’ fees incurred in defending against such lawsuit, arbitration, charge, complaint or other claim.

15. INTERNET

Project 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.

16. RIGHT TO CANCEL, MODIFY OR DISQUALIFY

If for any reason the Marketplace Project is not capable of running as planned, including 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 Marketplace Project, Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Marketplace Project. Sponsor further reserves the right to disqualify any Submitter who tampers with the submission process or any other part of the Marketplace Project 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 Marketplace Project 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.  Sponsor reserves the right to rescind selection of any Submission from any Submitter that is in breach of the Terms of Use or this Project Agreement, including disassociation of the Submitter from the Sponsor.

17. NOT AN OFFER OR CONTRACT OF EMPLOYMENT

Although it is anticipated that this Marketplace Project may lead to an offer to enter into a contract between the Sponsor and a Submitter relating to the Project, unless otherwise specifically provided under the Surcle Website, under no circumstances shall the entry of a Submission or anything in these Rules be construed as an offer or contract of employment with Sponsor or any of the Project Entities. Rather, a contract relating to the Project shall be formed only upon payment of the Service Fee by Submitter to Surcle.io. 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 Project Entities, and that no such relationship is established by your entry of your Submission.

18. GOVERNING LAW

Unless otherwise provided in the Project  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: 7/29/2019