Comcast NBCUniversal Miami Hackathon Participant Agreement
Comcast NBCUniversal Hackathon
I AGREE TO ALL OF THE TERMS, CONDITIONS AND OBLIGATIONS DESCRIBED BELOW:
This Participant Agreement (“Agreement”) is a contract between you (“you” or “Participant”) and NBCUniversal Media, LLC (“NBCUniversal,” “we,” or “us”) relating to the Comcast NBCUniversal Hackathon to be held on November 3-4, 2018 in Miami, Florida (the “Hackathon”). You must read and accept all of the terms and conditions contained in this Agreement, including the Comcast NBCUniversal Hackathon Official Rules available at http://www.nbcumedialabs.com/en/miami-hackathon-rules-regulations-2018/ (the “Official Rules”), which are fully incorporated by reference into this Agreement, as a condition of participating in the Hackathon. Your registration for and/or participation in the Hackathon constitutes your acceptance of all the terms and conditions contained in this Agreement.
Hackathon Description: The Hackathon is a competition among individuals or teams who may compete to create one or more software applications or platforms (each, a “Prototype”) that meets the requirements set forth in the Official Rules. For purposes of this Agreement, the “Hackathon Entities” shall mean NBCUniversal, Comcast Corporation (“Comcast”), BeMyApp Corporation, any official sponsor(s) of the Hackathon, and any other persons or entities participating in the design, production, organization, execution, promotion or marketing of the Hackathon, and your “Entry” shall consist of one or more Prototypes and any other information or materials you (or your team) submits in connection with the Hackathon.
How to Participate: Eligible Participants may participate individually or as a team in accordance with the Official Rules. Participants must register for the Hackathon 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 Hackathon in your individual capacity, (b) agreeing to the obligations, representations or warranties in this Agreement, or (c) claiming Intellectual Property ownership in or to new materials or inventions you create in connection with the Hackathon, you may not participate in the Hackathon.
Teams: If you participate in the Hackathon 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 sign this Agreement. In addition, you understand and agree that if your team is selected to receive a prize, your team is responsible for ensuring that the prize 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 teamwork. We will not officiate any dispute between or among any team(s) or its/their members regarding their conduct, participation, cooperation or contribution.
Acknowledgment of Official Rules: By signing this Agreement and participating in the Hackathon, you acknowledge that you have read and agree to be bound by all of the terms of the latest version of the Official Rules. NBCUniversal’s decisions concerning the Official Rules or any other matter relating to this Hackathon are final and binding on all Participants.
5.1. By participating in the Hackathon you may receive access to certain proprietary software and/or APIs (“Technical Materials”), and/or other copyrighted materials, including pictorial, audio, video and/or audio-visual content (“Content”) owned by NBCUniversal or its affiliates, partners or licensors. Collectively, the Technical Materials and Content comprise the “Materials.” Your participation may also result in access to documentation, instructions and other information regarding the Materials (the “Information”). The Materials and Information collectively comprise the “Hackathon Assets.” You acknowledge and agree that the Hackathon Assets are made available to you solely for your personal use in developing and testing your Prototype in connection with the Hackathon, and not for any other purpose (including any commercial purpose). You agree that you will not distribute, display, perform, transmit, publish or otherwise disclose or make available to any third party the Hackathon Assets under any circumstances, nor will you allow any third party to access or use the Hackathon Assets using any key, password or other identifier issued to you.
5.2. The Hackathon Assets are provided “as is” without warranty of any kind, either express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, the Hackathon Entities do not warrant that the Materials will be suitable for your Prototype or that the operation or supply of the Materials will be uninterrupted or error free.
5.3. Upon the earlier of (i) the conclusion of the Hackathon, (ii) cancellation of your registration or disqualification from the Hackathon or (iii) NBCUniversal’s request, you agree to permanently delete or otherwise destroy all Hackathon Assets in your possession or control. You will promptly notify us if the Hackathon Assets in your possession or control are accessed or used by any third party and provide us reasonable cooperation and assistance in connection with our attempts to stop such unauthorized access or use. You agree to access and use the Materials only in accordance with the parameters set forth in the Information, and agree not to access or use the Materials in a manner that may interfere with any other user’s access or use. Your access to and use of the Hackathon Assets may be limited, throttled or terminated at any time within our sole discretion.
5.4. By providing Hackathon Assets for your use, NBCUniversal, its affiliates and/or its partners are granting to you a limited, non-exclusive, non-commercial license to use the Hackathon Assets solely as needed to develop your Prototype during the Hackathon, and only as permitted by the Official Rules. Please note that the foregoing license does not include any right to create new or modified characters, storylines, treatments, scripts, artwork, audio-visual content or other artistic or creative works that are derived from or incorporate the Content. Moreover, the foregoing license does not extend to any use of the Hackathon Assets with, as part of, or in connection with your Prototype after the Hackathon has concluded. You will have no right, title or interest in or to any Hackathon Assets, and any use of the Hackathon Assets other than as permitted by this Agreement and the Official Rules may constitute infringement of NBCUniversal’s, its affiliates’ and/or its partners’ Intellectual Property. Additionally, you agree that you shall not include any third-party code in your Entry that would affect NBCUniversal’s, its affiliates’ (including Comcast), partners’ or licensors’ rights or obligations in or to the Hackathon Assets. For purposes of this Agreement, “Intellectual Property” shall include all copyright, patent, trademark, trade secret and other intellectual property rights. Additionally, your use of certain Hackathon Assets may be subject to additional terms and conditions required by the owner or provider of those Hackathon Assets.
6.1. Ownership of Intellectual Property rights in materials or inventions created during or in connection with the Hackathon will be in accordance with applicable law. To the extent that you have ownership rights in such Intellectual Property, or in Intellectual Property covering other materials or inventions that are incorporated into your Entry, or in Intellectual Property that is needed to operate or use your Entry (all “Participant IP”), you agree to grant to the Hackathon Entities and their agents, partners and affiliates a non-exclusive, royalty-free, worldwide license to use the Participant IP solely as necessary to conduct the Hackathon and for their internal evaluation purposes.
6.2. You agree that you will not file patent applications of any type or in any country claiming Participant IP. If, in violation of this Agreement, you apply for and obtain a patent with one or more claims pertaining to Participant IP, you agree that, in addition to all other remedies available as a result of such breach, NBCUniversal and its affiliates (including Comcast) shall have an automatic, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (with the right to sublicense) in and to that patent to make, have made, sell, offer for sale, import, have operated and use any product, and to practice or to have practiced any method or procedure under that patent. This Section 6.2 does not apply to any patent applications or issued patents filed before the date on which the first Hackathon Challenge is announced.
6.3. 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 6, and/or (ii) prevent you from claiming Intellectual Property ownership rights in materials or inventions created by you and incorporated into your Entry.
6.4. You acknowledge that the Hackathon Entities and their affiliates, 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 Hackathon. Further, your participation in the Hackathon, and your sharing with us of your Entry or other software, techniques, works of authorship, concepts, ideas or other materials (“Shared Materials”), shall not create any express or implied agreement or obligation that would in any way limit or preclude the Hackathon Entities or their affiliates from developing, having developed, creating, acquiring, using, licensing, distributing or otherwise exploiting products, content or services (provided they do not violate your Intellectual Property rights as described above) that are similar or identical to those Shared Materials, or otherwise place the Hackathon 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 Hackathon Entities and their affiliates shall have no obligation to not disclose or otherwise treat as confidential such Shared Materials.
Additional Conditions of Participation:
7.1. Notwithstanding the foregoing, you agree that NBCUniversal and Comcast 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 the Hackathon. Additionally, you agree that NBCUniversal and Comcast 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 Hackathon and subsequent hackathons organized by them.
7.2. By participating in the Hackathon you acknowledge and agree that the Hackathon Entities may receive many entries in connection with this and/or other competitions staged 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 Hackathon Entities relating to such similarities, or asserting that any compensation is due to you in connection with your Entry.
Representations and Warranties: You represent and warrant that: (a) you are the original author of your contributions to your Entry; (b) to your knowledge, the Entry will not infringe on any third party’s copyright, patent, trademark, trade secret, right of publicity or property or any other right; (c) your Entry is not the subject of any actual or threatened litigation or claim; (d) your 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.
Limitation of Liability: IN NO EVENT SHALL THE HACKATHON ENTITIES, THEIR RESPECTIVE AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE HACKATHON 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 HACKATHON ENTITIES, THEIR RESPECTIVE AFFILIATES AND SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND 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 HACKATHON ENTITY ARISING OUT OF THE HACKATHON OR THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM IS PERMANENTLY BARRED.
Release and Indemnification: By entering the Hackathon, you agree, on behalf of yourself and your heirs, executors and administrators, (a) to release and hold harmless the Hackathon Entities and their respective officers, directors, and employees (collectively, “Released Parties”) from any claims, liability, damage, litigation, illness, injury or death that may occur, directly or indirectly, whether caused by negligence or not, from your participation in the Hackathon, any Prototype you submit, your acceptance, possession, use, or misuse of a prize or any portion thereof (including any travel related thereto), your violation of any law, rule or regulation, and/or your violation of the rights of any third party; (b) to indemnify Released Parties from any and all liability resulting or arising from your participation in the Hackathon and acknowledge that Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to any prize, including express warranties provided exclusively by any prize supplier that are sent along with such prize; 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 in the Hackathon itself, and to be bound by all decisions of NBCUniversal, which are binding and final. Failure to comply with these conditions may result in disqualification from the Hackathon at NBCUniversal’s sole discretion.
Not an Offer or Contract of Employment: Under no circumstances shall your participation in Hackathon, the awarding of any prize, or anything in this Agreement be construed as an offer or contract of employment with any of the Hackathon Entities. You acknowledge that you are participating in the Hackathon 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 Hackathon Entity and that no such relationship is established by your participation in the Hackathon.
Additional Terms: The Hackathon is subject to applicable federal, state and local laws. NBCUniversal reserves the right to permanently disqualify from the Hackathon any person it believes has intentionally violated this Agreement. Any attempt to deliberately damage the Hackathon or the operation thereof is unlawful and subject to legal action by NBCUniversal, which may seek damages to the fullest extent permitted by law. The failure of 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 of the control of NBCUniversal (excepting compliance with applicable codes and regulations), or other “force majeure” event will not be considered a breach of this Agreement. Released Parties assume no responsibility for any injury or damage to your or any other person’s computer relating to or resulting from entering or downloading materials or software in connection with the Hackathon. Released Parties are not responsible for telecommunications, network, electronic, technical, or computer failures of any kind; for inaccurate transcription of entry information; for errors in any promotional or marketing materials or in this Agreement; for any human or electronic error; or for Entries that are stolen, misdirected, garbled, delayed, lost, late, damaged, or returned. NBCUniversal reserves the right to cancel, modify, or suspend the Hackathon or any element thereof (including, without limitation, this Agreement) without notice in any manner and for any reason (including, without limitation, in the event of any unanticipated occurrence that is not fully addressed in this Agreement). In the event of cancellation, modification, or suspension, NBCUniversal reserves the right to select winners in a random drawing from among all eligible, non-suspect entries received prior to the time of the event warranting such cancellation, modification, or suspension. NBCUniversal may prohibit any person from participating in the Hackathon, if such person shows a disregard for this Agreement; acts with an intent to annoy, abuse, threaten, or harass any other entrant or any Hackathon Entity’s agents or representatives; or behaves in any other disruptive manner (as determined by NBCUniversal in its sole discretion). This Agreement constitutes the entire agreement between NBCUniversal and you with respect to the Hackathon and supersedes all previous or contemporaneous oral or written agreements concerning the Hackathon. This Agreement may not be amended except by a written agreement signed by you and an authorized representative of NBCUniversal.
Dispute Resolution: This Hackathon is governed by, and will be construed in accordance with, the laws of the State of New York and the forum and venue for any dispute shall be in New York, New York. If the controversy or claim is not otherwise resolved through direct discussions or mediation, it shall then be resolved by final and binding arbitration administered by Judicial Arbitration and Mediation Services, Inc., in accordance with its streamlined arbitration rules and procedures or subsequent versions thereof (“JAMS Rules”). The JAMS Rules for selection of an arbitrator shall be followed, except that the arbitrator shall be experienced and licensed to practice law in New York. All proceedings brought pursuant to this paragraph will be conducted in the City of New York. In no event shall any party be entitled to recover attorneys’ fees or other related costs of bringing a claim, or to rescind this Agreement or seek injunctive or any other equitable relief.