H2O.ai Wildfire & Bushfire Challenge

H2O.AI, INC.

HACKATHON PARTICIPATION AGREEMENT

 

THIS HACKATHON PARTICIPATION AGREEMENT (“AGREEMENT”) IS BETWEEN H2O.AI, INC (“ORGANIZER”) AND EACH PARTICIPANT (EACH A “PARTICIPANT”).  BY PARTICIPATING IN THE HACKATHON (AS DEFINED BELOW), PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS BELOW.

1. BACKGROUND.  Organizer is hosting a technical, evaluative Hackathon organized as a hackathon, scheduled to be completed prior to a date to be specified on or around Wildfires (the “Hackathon”).  The Hackathon will be hosted remotely. Participants are expected to engage in specified diagnostic, experimental testing, evaluation and assessment Hackathons and related activities within a scope as specified and directed by Organizer, in accordance with those governance procedures and policies as communicated to Participant and incorporated herein by reference (the “Purpose”). Participants may compete as part of a group each consisting of no more than five (5) total Participants (each group, a “Team”), as authorized and approved by Organizer. It is the Participant’s obligation to identify the Team, and all Team members. Participants my compete as a team of just themselves.  Participants are representing themselves as individuals and not on behalf of or representing any company, institution, or other legal entity.  Participants are responsible for confirming that their individual participation and entry does not represent a conflict of interest or violate any policies of that company, institution, or legal entity. Participants bear any of their own costs incurred in the preparation of Hackathon entries. 

2. PARTIES’ RESPONSIBILITIES. 

2.1 Organizer’ Responsibilities.  

(a)  Organizer shall provide Participant with access to certain products, services and environments for use solely during the Hackathon (“Products”).  Participant shall access these Products solely in order for the Purpose.

(b)  Organizer, in Organizer’ sole discretion, may award prizes to Participants and Teams that Organizer deems successful with respect to the Purpose.  All members of a Team must satisfy the eligibility requirements. Evaluating entries and determining one or more winning entries shall be within Organizer’ sole discretion. Organizer may find any entry to be unacceptable for any reason, and may deem such entry disqualified. A disqualified entry will not be evaluated or considered for a prize. 

(c)  Organizer, at the sole discretion of Organizer (in association with assigned and appointed judges for the Hackathon), may decide to disclose, publish on, or otherwise disseminate information about the results reported and described by Participant and Teams.  To the extent that any publication, video or public presentation includes or describes results reported and described by a Participant, Organizer shall provide Participant with appropriate attribution and acknowledgment.

2.2 Participant’s Responsibilities.

(a)  During the Hackathon, Participant shall access and use the Products solely for the Purpose specified above. 

(b)  Participant agrees the Products, code, algorithms, models, architectures, configurations, data, or any information arising from, derived from, developed from, or otherwise obtained pursuant to the Hackathon may not be used in any actual, non-simulated, activity. Organizer expressly disclaims any liability for any such activities. 

(c)  Participant hereby grants to Organizer the permission to record on photography, audio and/or video, Participant during the Hackathon. Participant further agrees that Participant’s name, and any and all material photographed may be used, in any form, as part of any future publications, podcasts, brochures or other printed, video or online materials, and further that such use shall be without payment of fees, royalties, special credit or other compensation. 

(d)  No later than the end of the Hackathon, Participants shall upload to a challenge.h2o.ai account to be provided by Organizer (i) all code, algorithms, models, architectures, configurations, data, or any information developed or used in connection with the Hackathon, (ii) with suitable documentation and commenting of such code, algorithms, models, architectures, configurations, data, or any information, and (iii) a written description of the corresponding technical approach of publishable quality and suitable for responsible disclosure. Participant hereby grants Organizer the right to publicly disclose and discuss such code, algorithms, models, architectures, configurations, data, descriptions, and statements based upon such descriptions, to describe entries to and results of the Hackathon. 

(e)  Participant hereby grants to Organizer and subject matter experts the right to audit and review Participant’s code, algorithms, models, architectures, configurations, data, descriptions of technical approaches and other entries or Hackathon materials, and to describe the entry as represented by any materials created by Participant in connection with the Hackathon, to Organizer sponsors, challenge administrators, and the designees of any of them. 

(f)  Participants who receive prizes are responsible for all taxation and tax reporting related to any award received as part of the Hackathon. 

(g)  Participants shall preserve the confidentiality and provenance of any Products accessed in connection with the Hackathon, including any accounts on such Products created by Participants.  All such accounts shall be new accounts established solely for the Hackathon, using instructions provided by Organizer.  

3. CONFIDENTIALITY.  The existence of this Agreement, the terms and conditions hereof, the activities contemplated hereby, and other information including without limitation all data, simulations, technical information, and technology Participant receives or accesses pursuant to this Agreement is considered proprietary and confidential (the “Confidential Information”). Participant shall maintain the confidentiality of all such Confidential Information and will use no less than a reasonable degree of diligence and care to prevent the unauthorized disclosure, reproduction, or distribution of such Confidential Information to any third party. Confidential Information does not include: (a) information that is already in the public domain as of the date of disclosure to Participant; or (b) information already known to Participant, as of the date of the disclosure to Participant, unless Participant agreed to keep such information in confidence at the time of its original receipt; or (c) information hereafter obtained by Participant, from a source not otherwise under an obligation of confidentiality to Organizer; or (d) information that Participant is obligated to produce under order of a court of competent jurisdiction, provided that, Participant promptly notifies Organizer of such an event and assists Organizer with obtaining an appropriate protective order. 

4. LICENSE GRANTS.  Organizer hereby grants to Participant a non-exclusive, paid up, non-transferrable license to access and use the Products solely during the Hackathon, and solely for Participant’s activities in furtherance of the Purpose. No other access to the Products by Participant is licensed or authorized. Without limiting the foregoing, Participant expressly agrees Participant does not have any right to: (a) permit any third party to access the Products, or use Organizer-provided data; (b) copy, distribute, sublicense, or otherwise provide any third party access to any Organizer-provided data provided pursuant to the Hackathon; and (c) modify, enhance or create substantially derived forms of Organizer provided data. 

5. REPRESENTATIONS AND WARRANTIES.  Participant represents, warrants and covenants that:  (a) all information Participant submits is true and complete to the best of Participant’s knowledge, (b) Participant has the right and authority to participate in the Hackathon, (c) all submissions, code, algorithms, models, architectures, configurations, data, tools and other materials used or submitted by Participant or Teams is Participant’s or the Team’s own original work, and does not misappropriate third-party intellectual property rights, (d) Participant’s participation in the Hackathon does not conflict with any obligation, employment, arrangement or policy of any third party to which Participant may be bound, including that of any employer, institution or other legal entity and that Participant shall promptly inform Organizer if any conflict arises at any time prior to final publication of any materials arising out of the Hackathon.

6. AUDIT.  Organizer reserves the right to audit Participant’s records, data, and activities to verify compliance with the terms and conditions set forth in this Agreement. Participant agrees to promptly notify Organizer of any violations or breach of such restrictions, or of any unauthorized access to or use of the Products. 

7. TRADEMARKS.  Organizer is a registered trademark of the Organizer. Organizer’ trademarks and marks of third-party vendors and data suppliers may appear within the printed materials and electronic manifestations made available to Participant during the Hackathon. Participant has no right to use or reproduce such marks without written permission from the owner of such marks. 

8. TITLE.  Participant acknowledges that all rights to the Products, including any associated written materials and other documentation provided under this Agreement, belongs exclusively to Organizer or Organizer’ third-party providers. Participant agree any Intellectual Property including but not limited to algorithms, application programming interfaces, compositions and structures, concepts, designs, diagrams, documentations, know-how, code, models, architectures, configurations, data analysis methods, models, procedure and processes created or otherwise developed during the Hackathon (“New IP”) shall be owned by Organizer, and Participant hereby makes and agrees to make all assignments or transfers that might be necessary to effect such ownership. For clarity, New IP includes all suggestions, recommendations, or other feedback Participant provides Organizer with respect to any of Organizer’s products or services.

9. WARRANTY DISCLAIMER.  THE HACKATHON AND ALL RELATED DATA AND TECHNOLOGY IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ACCURACY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. 

10. LIMITATION OF LIABILITY. 

10.1 Damages.  IN NO HACKATHON WILL ORGANIZER BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY PARTICIPANT, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, GENERAL, OR CONSEQUENTIAL, OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE PRODUCTS REGARDLESS OF WHETHER PARTICIPANT HAS ADVISED ORGANIZER OR ORGANIZER HAS ADVISED PARTICIPANT OF THE POSSIBILITY OF SUCH DAMAGES. 

10.2 Release.  Organizer is not responsible for, and Participant hereby releases Organizer from, any claim for any miscommunications such as technical failures related to computer, telephone, cable, and unavailable network or server connections, related technical failures, or other failures related to hardware, software or virus, or incomplete or late entries. 

10.3 Disclaimer.  Organizer is not responsible for: (a) any incorrect or inaccurate information, whether caused by a participant, errors, or by any of the equipment or programming associated with or used in the Hackathon; (b) unauthorized human intervention in any part of the Hackathon; (c) technical or human error that may occur in the administration of the Hackathon or the processing of entries; or (d) any injury or damage to persons or property that may be caused, directly or indirectly, in whole or in part, from Participant’s participation in the Hackathon. 

11. ASSIGNMENT.  Participant may not assign Participant’s rights and duties under this Agreement to any party at any time. 

12. TERM AND TERMINATION.  The term of this Agreement will commence on the date of the Hackathon and shall automatically upon completion of the Hackathon.  Sections 2, 3, 5 through 13 shall survive the termination of this Agreement. 

13. GENERAL. 

13.1 Hackathon.  

(a)  At Organizer’ sole discretion, Organizer reserves the authority to cancel, suspend, and/or modify the Hackathon, or any part of it, if any fraud, technical failures, any other factor beyond Organizer’ reasonable control impairs the Hackathon’s integrity or proper functioning, or for any other reason as determined by Organizer.

(b)  Any compromise to the fair and proper conduct of the Hackathon may result in Participant’s disqualification, or other remedial action. 

(c)  Organizer reserves the right to extend or modify the dates of the Hackathon, and to change the terms set forth herein. 

13.2 Entire Agreement.  This Agreement constitutes the entire agreement of the parties, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both parties hereto.  Participant agrees that any breach of this Agreement by Participant may cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, Organizer will have the right to seek an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement. 

13.3 Force Majeure.  Notwithstanding anything herein to the contrary, Organizer shall not be liable for any delay or failure in performance caused by circumstances beyond Organizer’ reasonable control. 

13.4 Independent Contractor.  This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. 

13.5 Severability.  The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision is severed from this Agreement. 

13.6 Notices.  All notices and communications required or permitted under this Agreement will be in writing to the party’s address as identified and will be sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, with confirmation of receipt. 

13.7 Governing Law.  Participant agrees this Agreement is governed and enforced in accordance with the laws of the State of California, without regard to the conflicts of law provisions thereof. All disputes will be subject to the exclusive jurisdiction of, and venue in, the courts in San Francisco, California. At Organizer’s request, any dispute will be subject to final and binding arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service (and, if available, the streamlined rules and procedures will apply). Any arbitration will take place in San Francisco, California.