1 TEAM INDEMNITY AND WAIVER
Team acknowledges and agrees that Mahindra & Mahindra Ltd (“M&M”) and the Challenge sponsors, administrators, and prize fulfillment companies and each of the foregoing entities’ officers, directors, employees, sponsors, workmen, judges, and their employers, vendors, servants, independent contractors, representatives and invitees, and agents (collectively, the “Indemnified Parties”) will not be liable for any losses, liabilities, damages (including, without limitation, personal injury or property damage), or claims, or any related costs and expenses (including, without limitation, legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties) (“Losses”) arising from, related to, or connected in any way with any loss or personal injury, including, without limitation, death, sustained by Team, any Team Member, any partner or affiliate of Team, any Team sponsor, or any person or entity claiming on behalf of Team, arising from, relating to, or connected in any way with Team’s participation in the Challenge, even in the event of negligence or fault of any of the Indemnified Parties, whether such negligence is present at the execution of this Agreement or arising in the future. Team assumes full responsibility for any Losses which may occur to Team, any Team Member, any partner or affiliate of Team, any Team sponsor, or any person or entity claiming on behalf of Team, arising from, relating to, or connected in any way with Team’s participation in the Challenge. Team hereby indemnifies, releases and waives all of the Indemnified Parties from any claims alleging Losses, whether existing now or arising in the future that in any way relate to the Indemnified Parties’ execution or duties under this Agreement.
The releases in this Agreement are intended to be, and are, full, complete, and general releases with respect to all claims, demands, causes of action, Defences, and other matters described above, or any other theory, cause of action, occurrence, matter or thing which might give rise to liability, related to or arising out of any and all acts, omissions, or events occurring prior to the date of this Agreement.
Each of the parties acknowledges that he, she, or it may hereafter discover claims or facts in addition to or different from those now known or believed to exist with respect to the subject matter of the claims being released pursuant hereto, and which, if known or suspected at the time of entering into the Agreement, may have materially affected this Agreement. Nevertheless, each of the parties hereby waives any right, claim(s), or cause of action that might arise as a result of such different or additional claim(s) or facts.
1.3 NO LIABILITY
Team agrees that M&M and its affiliates and Challenge sponsors, administrators, and prize fulfillment companies, will not be held liable for any Losses that accrue or may accrue to Team, any Team Member, any partner or affiliate of Team, any Team sponsor, or any person or entity claiming on behalf of Team, arising in any way from Team’s participation in the Challenge.
2 INDIVIDUAL TEAM MEMBER RELEASE AND WAIVER
“Agreement” means these Terms and Conditions of Challenge including the additional terms and conditions mentioned in Annexure A annexed hereto, the general terms and conditions for Spark the Rise, and any other documents referred herein collectively;
“Challenge” means RISE PRIZE CHALLENGE organized and operated by the Company;
“Company/M&M” shall mean Mahindra & Mahindra Limited;
“Challenge Partners” shall mean and include the funding partners, jury members, advisors, consultants and such other persons or agencies appointed, empanelled or hired by the Company for the purpose of conducting, operating or marketing the Challenge or rendering any services in connection therewith;
“Team” means and includes any person or entity participating in the Challenge;
“Team Member” means an individual, third party consultant, or contractor employed by or otherwise engaged by Team as a material participant in Team’s effort to win the Challenge. For purposes of this Agreement, the term “material participant” means any individual or entity who makes any contribution of significance to Team’s efforts to win the Challenge , as determined by M&M in its sole discretion.
Team Members include without limitation: (i) contributors of any pre-existing or developed Intellectual Property to Team; (ii) individuals or entities involved in the design, development, testing, or launch of the solar kit or driverless car; and (iii) any individual having a management, supervisory, or other leadership role within Team.
Team Members do not include: (i) investors, donors, and sponsors who make only financial contributions to Team, (ii) suppliers of off-the-shelf parts and hardware, or (iii) customers of a Team.
Except as provided herein, Team Members must be over the age of majority in their jurisdiction of residence in order to be eligible to participate. M&M may, in its sole discretion, disqualify, or suspend Team if any Team Member is below the age of majority in his/her jurisdiction of residence.
“Team Submissions” shall mean and include the project, data, components, working models, prototypes and final product, documents submitted by the Team for participating in the Challenge;
2.2 TEAM MEMBER WAIVER
Upon selection of the Team into the “Working Prototype Phase”, the Team shall ensure that each Team Member review and sign a copy of the individual form known as the “Indemnity, and Confidentiality Agreement,” as will be given by M&M.
3 REPRESENTATIONS AND WARRANTIES
3.1 TEAM REPRESENTATIONS AND WARRANTIES
Team hereby represents and warrants that: (a) it is free to enter into this Agreement without the consent of any third party and has the capability to fully perform its obligations under this Agreement according to its terms and that all Team Members have executed all necessary documents, including, without limitation, the Indemnity and Confidentiality Agreement; (b) it is an Eligible Entity; (c) it is not a party to (and it agrees that it shall not become a party to) any agreement, obligation, or understanding that is inconsistent with this Agreement or might limit or impair M&M’ rights or Team’s obligations under this Agreement; (d) there is no suit, proceeding, or any other claim pending or threatened against Team or any Team Member, nor does any circumstance exist, to its knowledge, which may be the basis of any such suit, proceeding, or other claim, that could limit or impair Team’s performance of its obligations pursuant to this Agreement; (e) it will not infringe, violate, or interfere with the Intellectual Property, contract or other right of any third party in the course of performance of this Agreement or cause M&M or its affiliates to do any of the same; (f) it will comply with all Laws in performing under this Agreement; and (g) it will follow principles of good sportsmanship in participating in the Challenge , including, without limitation, by competing in an ethical manner, not defaming or disparaging any other Team or a third party, not attempting to sabotage or disrupt the activities of any Team, not breaching any binding agreement that Team may have with any other Team, and not “poaching” the members or customers of any other Team in any unethical or illegal manner. Subsection (g) will not be construed to limit the rights of Teams to compete fairly and ethically or the rights of Team Members to switch Teams voluntarily and in good faith.
3.2 M&M REPRESENTATIONS AND WARRANTIES
M&M hereby represents and warrants that it will use its best efforts to judge all Teams in a non-preferential and equal manner.
4 DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS
4.1 DISCLAIMER OF WARRANTIES
Except as expressly set forth in this Agreement, no Indemnified Party makes any warranty, express or implied, regarding the subject matter of this Agreement, including, without limitation, warranties of merchantability, results of the Challenge, fitness for a particular purpose, or non-infringement. The Indemnified Parties expressly disclaim all such warranties. Without limitation, M&M makes no express warranties of any kind as to the design feasibility, constructability, safety, licensing, launch or commercial prospects associated with the operating or commercial sale of Team’s Solar Kit or Driverless Car and related hardware. Statements made by M&M or the judging panel do not constitute warranties.
4.2 EXCLUSION OF DAMAGES
Notwithstanding anything to the contrary in this Agreement, or in these Specific Rise Prize Challenge Terms and Conditions, whether as a result of any tort claims including, without limitation, negligence, breach of contract, warranty, strict liability of product liability, or otherwise. The Indemnified Parties will not be liable to Team or any other party for loss of profits, loss of use, or any indirect, special, incidental, consequential, or exemplary damages of any kind, whether or not such a party is advised of the possibility of such damages.
4.3 LIMITATION OF LIABILITY
Except for the prizes to be awarded in accordance with this agreement, M&M shall have no other liability.
5 INTELLECTUAL PROPERTY RIGHTS AND INFRINGEMENT
5.1 Team acknowledges and agrees that:
- M&M is the owner and/ or the registered proprietor of the marks ‘Mahindra’, ‘Mahindra Rise’, ‘Rise', ‘Spark The Rise’, ‘Rise Prize’ as well as other trademarks (“Trademarks”). The Trademarks must not be used in connection with any product or service that is not in any manner connected or provided by M&M or the partners or their affiliates, or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits M&M or its affiliates.
- M&M is the owner of all graphics, logos, page headers, button icons, scripts and service names present and visible on this website. The Team agrees that the content provided by M&M and its partners may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. Team shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any content accessed through this website. All other trademarks not owned by M&M or its affiliates that may appear on this website are the property of their respective owners, who may or may not be affiliated with or connected to M&M. Nothing on this website or Team’s use of any of the services shall be construed as conferring any license or other rights under the intellectual property or other proprietary rights of M&M, its affiliates or any third party, whether implied or otherwise, save as expressly provided.
- Unless otherwise expressly stated, copyright, database right or similar rights in all material presented on this website (including graphical images, text, video clips, reprographics, sounds, demos, patches and other files) is owned, controlled or licensed by M&M or its affiliates and is protected or covered by copyright, trade mark, intellectual property law and other proprietary rights. Unless with M&M’s prior permission no part of this website may be reproduced or transmitted to or stored in any other website, nor any of its pages or part thereof be disseminated in any electronic or non electronic form, nor included in any public or private electronic retrieval system or service.
- Team has limited permission to display, print or download extracts from these pages for their personal, non-commercial and non-profit use only and the Team shall not be entitled to commercialise any such material in any way. Breach of any of these terms or other terms and conditions applicable to this website shall result in immediate termination of the limited permission granted herein.
- Team shall not (whether directly or indirectly including through the use of any program) create a database in an electronic or other form by downloading and storing all or any part of the pages from this website without M&M’s prior written consent save as expressly authorised by an agreement in writing between M&M and the Team, provided any copies of the pages of this website which you save to disk or to any other storage system or medium may only be used for subsequent viewing purposes or to print extracts for personal non-commercial and non-profit use.
- Team shall not upload on this website or otherwise distribute or publish through this website any matter or material which is or may be considered abusive, pornographic, illegal, defamatory, obscene, racist or which is otherwise unlawful or designed to cause disruption to any computer systems or network. M&M shall be entitled without liability to the Team or any of the Team Member and at its discretion to remove any such content from its server immediately. No Team or any of the Team Member shall post any message to this website which is in violation of the acceptable use policies in respect of this website. M&M reserves the right to delete and remove all such postings.
- Team shall remain the sole and exclusive owner of any and all kinds of intellectual property rights in relation to or arising out of the Team Submissions and M&M shall not claim any right, title or interest in the same, except otherwise provided herein.
- Team shall alone be responsible for protecting and / or registering any and all kinds of intellectual property rights in relation to or arising out of the Team Submissions. M&M shall neither be liable or responsible for the same nor be obliged to take any protective measures, unless specifically requested to, by the concerned Team.
- Team grants to M&M and the Challenge Partners, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit the Team Submissions and its trademarks, service marks, slogans, logos, and similar proprietary rights in connection with the Challenge (ii) to stream, transmit, playback, download, display, feature, distribute, collect, broadcast and otherwise use the Team Submissions and its trademarks in connection with the Challenge; and (iii) publish, and permit others to use publish and broadcast, the Team Submissions, names, likenesses, and personal and biographical materials of the Team and the members of Team, for the purpose of or in connection with the provision or promoting, marketing, and redistributing part or all of this website (and derivative works thereof) or the Challenge in any media formats and through any media channels (including, without limitation, third-party websites). The foregoing license granted to M&M does not affect the Team’s other ownership or license rights in the Team Submissions, including the right to grant additional licenses to their Team Submissions.
- Team is publishing its Team Submission, and Team may be identified publicly by its name or Team ID in association with its Team Submission.
- Team further agrees that its Team Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless the Team has permission from the rightful owner of the material or Team is otherwise legally entitled to post the material and to grant M&M all of the license rights granted herein.
- The use or other exploitation of Team Submissions by M&M and Challenge Partners as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
- M&M shall have the right to delete, edit, modify, reformat, excerpt, or translate any of the Team, Submissions.
- All information, postings, messages, comments or discussions publicly posted or privately transmitted through this website is the sole responsibility of the person from which that content originated. The comments, postings and messages are opinions of the respective contributors or authors and do not necessarily reflect M&M opinions. M&M accepts no responsibility for and make no representations relating to any messages, postings, comments and discussions. M&M do not confirm or represent the legitimacy, accuracy, reliability, correctness or currency of any data or postings entered by a user/Team/Team Member. M&M do not and cannot review every message posted on this website. Accordingly, M&M is not responsible for the content of the postings, discussions and messages.
- M&M will not be liable for any errors or omissions in any Challenge content or loss of data, information in any form or other matters whatsoever which result from the use of this website.
- M&M cannot guarantee the identity of any other users or teams or Challenge Partners with whom the Team may interact while using the website.
- All content the Team access through this website is at its own risk and the Team will be solely responsible for any resulting damage or loss to any party. M&M will enforce appropriate sanctions against any of the Team Members of this website who are responsible for abuse of this website. Such sanctions may include, but are not limited to (a) a formal warning, (b) suspension of access through this website or machines, (c) suspension of access to this website, (d) termination of any registration of the Team/user with M&M.
5.2 M&M’s INTELLECTUAL PROPERTY AND SPONSORS MARKS
Team shall immediately inform M&M of any third-party allegations, claims, or demands (actual or threatened) against Team, any of its affiliates, or any Team Members for infringement of any Intellectual Property rights by reason of the use or the grant of use of the M&M title logo, the Challenge logo, or the Logo Cluster pursuant to this Agreement (a “Team Infringement Claim”), and will provide all particulars reasonably requested by M&M. The parties acknowledge and agree that the person or entity that is the owner of the applicable Marks will be responsible for defending any alleged Team Infringement Claim arising from the use of such Mark (i.e., the person or entity that owns the Marks that are alleged to infringe a third-party Intellectual Property right will be responsible for defending the Claim). In the case of an alleged Team Infringement Claim involving M&M Mark (including, without limitation, the Challenge logo), M&M will be responsible for defending a Team Infringement Claim involving only the M&M Mark, and M&M will be responsible for defending a Team Infringement Claim involving only the Mahindra Challenge Mark or involving the entire Challenge logo.
To the extent Team is required to defend a Team Infringement Claim under this Section 5 (Intellectual Property Infringement), M&M , at its option, may assist in its Defence in any such action to the extent M&M reasonably believes such assistance is necessary. Team acknowledges and agrees that M&M may also permit Challenge and M&M sponsors, to assist M&M in its Defence of a Team Infringement Claim. To the extent the conduct of Team gave rise to such third-party allegations, claims, or demands (actual or threatened), Team will bear the costs and expenses, including, without limitation, attorneys fees and disbursements, of defending such action in proportion to the degree of causation of the third-party allegations, claims, or demands (actual or threatened) attributable to Team’s conduct. In no event will Team have the right, without the prior written consent of M&M, to (i) acknowledge the validity of any claim of ownership by a third-party of any Intellectual Property rights in the applicable Mark, (ii) obtain or seek a license from such third-party, or (iii) take any action that might impair the ability of the Mark owner to contest the claim of such third-party.
Team will promptly inform M&M of any unauthorized use by any person or entity of a trademark, service mark, or design similar to the Challenge sponsors’ Marks, M&M and the partner’s Marks, the Challenge logo, or Challenge Media of which Team becomes aware. M&M will have the right to determine whether or not any action (legal or otherwise) will be taken on account of any infringement or potential infringement of M&M Marks, the Challenge logo, or the Logo Cluster, and Team may join in such action at its own expense if M&M determines any action is appropriate. If M&M determines that no action is appropriate, Team may, at its sole cost and expense, initiate an action (legal or otherwise). Notwithstanding the foregoing, to the extent the wrongful conduct of a party gave rise to such infringement or potential infringement, such party will bear the costs and expenses, including, without limitation, attorneys’ fees and disbursements, of joining in such action in proportion to the degree of causation of the infringement or potential infringement attributable to such party’s wrongful conduct. The parties will share any award of damages net of costs, including, without limitation, attorneys’ fees and disbursements, as a result of such actions, in proportion to their respective damages suffered by such infringement.
6 RELEASE OF LIABILITY AND INDEMNIFICATION
Team agrees to indemnify, defend, release from liability, and hold harmless the Indemnified Parties from and against any and all Losses arising from, relating to, or connected with Team, or any Team Member, in the Challenge , or any activities incidental thereto (including, without limitation: (i) any third-party claims, including, without limitation, any claims by third parties of infringement of their intellectual property rights, by members of the Judging Panel, for personal bodily injury and/or personal property damage, arising from the participation of the Judging Panel, Team, or any Team Member, in the Challenge , or any activities incidental thereto; (ii) claims based on Team’s alleged breach of this Agreement; (iii) failure of Team to procure an effective Release, Waiver, and Confidentiality Agreement; or (iv) actual or alleged agreements or arrangements with other Teams). Team acknowledges and agrees that the obligation to indemnify and hold harmless as set forth in this Section 6 (Release of Liability and Indemnification) will survive the expiration, lapse, or termination of this Agreement.
Any party seeking indemnification under this Section 6 (Release of Liability and Indemnification) (the “Indemnified Party”) will promptly notify Team; provided that the failure to give such notice will not affect the right of the Indemnified Party to indemnification except to the extent the failure to give notice directly prejudices Team’s ability to contest the claim.
If any claim, demand or liability is asserted by any third party against any Indemnified Party (a “Third Party Claim”), the Indemnified Party will, upon notice of the claim or demand, promptly notify Team, and subject to the terms herein, Team will defend and/or settle any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity with counsel reasonably satisfactory to the Indemnified Party. If Team does not promptly defend or settle any such claims, the Indemnified Party will have the right to control any Defence or settlement at the expense of Team. No claim will be settled or compromised without the prior written consent of each party to be affected, with such consent not being unreasonably withheld or delayed. The Indemnified Party will at all times also have the right to participate fully in the Defence at its own expense unless there is, under Laws, a conflict on any significant issue between Team and the Indemnified Party, in which case the fees and expenses of one counsel in respect of such claim incurred by the Indemnified Party will be paid by Team. In connection with the Defence of any claim, each party will make available to the party controlling such Defence any books, records or other documents within its control that are reasonably requested in the course of such Defence.
7 TERM AND TERMINATION
This Agreement commences as of the commencement of Team’s participation in the Challenge (“Effective Date”), and unless terminated earlier pursuant to this Agreement, continues throughout the duration of Challenge and, except as provided in Section 1.3 (Term of Challenge ) of the Agreement, will automatically expire on the one (1) year anniversary of the final day of the Challenge (the “Term”), defined as the date the winners are announced.
7.2.1 BREACH OF AGREEMENT If Team:
- commits a breach of this Agreement, which breach is capable of being cured within thirty (30) days after notice of breach from M&M to Team, but is not cured in such thirty (30) day period;
- commits a breach of this Agreement that is not capable of being cured within thirty (30) days but is capable of being cured within sixty (60) days and Team fails to (i) proceed promptly and diligently to correct the breach, (ii) develop within thirty (30) days following written notice of breach from M&M a complete plan shared with M&M for curing the breach, and (iii) cure the breach within sixty (60) days of notice thereof; or
- commits a breach of this Agreement that is not subject to cure with due diligence within sixty (60) days of written notice thereof, then M&M may, at its sole discretion and upon written notice to Team, disqualify Team from the Challenge and terminate this Agreement, in whole or in part, as of the Termination Date specified in the notice, without cost or penalty and without payment of any termination charges.
7.2.2 OTHER GROUNDS FOR DISQUALIFICATION
Should the Judging Panel or M&M determine that Team falls within the requirements of any grounds for disqualification, whether stated in this Agreement, imposed later by the Judging Panel, or provided elsewhere, the Judging Panel or M&M may disqualify Team from the Challenge and terminate this Agreement in whole immediately upon written notice to Team. Further, in the event that Team or any Team Members engage in conduct that is determined by M&M to be immoral, offensive, obscene, lewd, or inappropriate in a manner that is reasonably determined by M&M to reflect badly on M&M and/or any of the Challenge prize fulfillment entities, then M&M may suspend or disqualify Team and/or terminate this Agreement in whole immediately upon written notice to Team. M&M acknowledges that it does not intend to use its rights under the preceding sentence to disqualify Team for incidental, mild, off-color humor and other immaterial incidents. Disqualification may occur at any time up to and including the Termination Date or during the Awards CeremonyInterval.
7.2.3 WITHDRAWAL FROM COMPETITION
Team may withdraw from the Challenge by giving a written notice/sending an email to the designated id to M&M.
7.3 CANCELLATION OF THE COMPETITION
Team agrees that M&M may, in its sole discretion, (a) cancel the Challenge at any time and immediately terminate this Agreement and/or (b) adjust the Challenge schedule, including, without limitation, payment schedule and Awards Ceremony. Should M&M elect to cancel the Challenge, terminate this Agreement and/or adjust the Challenge schedule pursuant to this Agreement, M&M will notify Team.
7.4 EFFECT OF TERMINATION
If this Agreement is terminated pursuant to this Section 7 (Term and Termination), Team acknowledges and agrees that Team will be ineligible to receive any portion of the Prize.
8.1 OBLIGATION OF CONFIDENTIALITY
Each party will: (i) hold all information regarding the business and affairs of the other party, including, without limitation, specifications, business concepts, financial statements, marketing methods, prices, customer, or user information, customer or user lists, methods of operation, or operating systems of the other party (all such information and data being referred to collectively as the “Confidential Information”) in confidence (using at least the same measures as it does to protect its own Confidential Information of a similar nature) and not disclose the Confidential Information to any third party except to the extent permitted by the terms of this Agreement; and (ii) not remove or permit to be removed from any item any proprietary, confidential or copyright notices, markings, or legends placed thereon by either party. For clarity, Challenge results until publically announced by M&M are the Confidential Information of M&M.
M&M acknowledges that any Team Confidential Information relating to technical aspects of the Solar Kit’s or Driverless Car’s development, performance, and commercialization materials developed by Team for submission to M&M or the Judging Panel as required by this Agreement (together the “Team Submissions”) will be deemed Confidential Information of Team. M&M will return all Team Submissions to Team following the necessary review period.
8.3 PERMITTED USE AND DISCLOSURE
Each party will use the other party’s Confidential Information only in the course of performance of this Agreement and will have the right to disclose the other party’s Confidential Information only to those of its employees, representatives, agents, and contractors that need to know it, and only for the purpose of rendering assistance to the party performing its obligations under this Agreement. Promptly following the request of a party owning Confidential Information or upon expiration or termination of this Agreement, each party will return to the other party or destroy all such other party’s Confidential Information delivered or disclosed, together with all copies thereof at any time made by such party.
The following information will not be considered Confidential Information: (i) information that is publicly available through no fault of the party that was obligated to keep it confidential; (ii) information that was known by a party prior to the Effective Date; provided, however, that the foregoing will not serve to terminate or limit any obligation of confidentiality under any other agreement between the parties; and (iii) information rightfully disclosed to a party by a third party without continuing restrictions on its use or disclosure. Either party will have the right to disclose Confidential Information as required by Law or legal process; provided, however, that the disclosing party will use reasonable efforts to give the other party a reasonable opportunity to intervene to prevent such disclosure or to obtain a protective order, and that any Confidential Information so disclosed otherwise remains subject to the confidentiality obligations set forth in this Section 8 (Confidentiality).
8.5 INJUNCTIVE RELIEF
The parties acknowledge that any breach or violation by the disclosing party of the confidentiality provisions hereof will result in irreparable and continuing damage to the other party for which there may be no adequate remedy at law, and the parties agree that in the event of any such breach or violation, the injured party will be entitled to both damages and injunctive relief.
9 DISPUTE RESOLUTION
Team and M&M agree that a paramount goal of the Challenge is to inspire and enable world-class innovations from India.
Team and M&M agree that Team, M&M, and all of the sponsors of the Challenge have invested a substantial amount of time, effort, and resources in the Challenge. Team and M&M agree that, in light of the Challenge’s ultimate goal of inspiring and enabling world-class innovations from India, any public dispute regarding any claim or controversy arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any challenge to any decision by the Judging Panel, would detract from this goal and would reflect poorly on Team, M&M, and the sponsors and prize fulfillment entities of the Challenge . Further, any public dispute regarding any claim or controversy arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any challenge to any decision by the Judging Panel, will result in irreparable harm to M&M and the sponsors and prize fulfillment entities of the Challenge .
Team and M&M agree that it is in the best interests of all parties that any claim or controversy arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any dispute relating to the Judging Panel, should be handled solely pursuant to the dispute resolution provisions set forth in this Agreement.
Except as provided in Section 8 (Confidentiality), Team agrees to waive all rights to assert any claim or controversy in a court of law or any other dispute resolution process arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any dispute relating to the Judging Panel. Any attempt by Team to seek relief in a court of law or via any other dispute resolution process, except as provided in Section 8 (Confidentiality) shall constitute immediate grounds for disqualification pursuant to Section 7.2 (Disqualification).
9.1 INFORMAL DISPUTE RESOLUTION
Team and M&M agree that, except as provided in Section 8 (Confidentiality) the informal dispute resolution procedures set forth in this Section 9 (Dispute Resolution) shall apply to any claim or controversy arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any dispute relating to the Judging Panel. Unless otherwise expressly stated, the parties shall bear their own respective expenses in performing under this Section 9 (Dispute Resolution).
The parties initially shall attempt to resolve their dispute informally in accordance with the following:
- Upon the written request by either party (the date of which shall be the “Dispute Date”), each party shall appoint a designated representative whose task it shall be to meet for the purpose of endeavoring to resolve such dispute.
- The designated representatives shall meet as often as the parties reasonably deem necessary in order to gather and furnish to the other party all information with respect to the matter in issue which the partiesbelieve to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. The specific format for the discussions shall be left to the discretion of the designated representatives.
The Parties hereto subscribe to the principle that the expeditious and equitable settlement of disputes arising under this Agreement is to their mutual advantage and in their best interest. To this end, they therefore agree to use their best efforts to resolve all differences of opinion and to settle all disputes arising in connection with this Agreement through co-operation and consultation as mentioned in clause 9.1 above. Except as provided in Section 8 (Confidentiality), if the parties are not able to settle the dispute through co-operation and consultation, Team and M&M agree that any claim or controversy arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any dispute relating to the Judging Panel and any issues pertaining to the arbitrability of such controversy or claim and any claim that this Agreement or any part hereof is invalid, illegal, or otherwise voidable or void, shall be submitted to and finally determined by binding arbitration conducted before and in accordance with the then-prevailing Rules of Arbitration of (Indian) Arbitration and Conciliation Act, 1996 for the time being in force by three arbitrators appointed as follows: each party shall select an arbitrator, and such arbitrators shall select a third. The arbitration shall be conducted and the award shall be stated in English in Mumbai, India. The award of Arbitrators shall be a reasoned award and shall be final and binding on the Parties.
9.3 DISQUALIFICATION, CANCELLATION, AND LEGAL PROCEEDINGS
Nothing in this Section 9 (Dispute Resolution) shall limit in any manner: (i) the ability of M&M to disqualify Team or cancel the Challenge; (ii) the ability of M&M orTeam to seek injunctive relief as expressly provided in Section 8 (Confidentiality); or (iii) the sole and exclusive discretion of the Judging Panel, as provided in Section 9.6 (Rulings and Judging) of the Agreement.
10 GENERAL PROVISIONS
10.1 FORCE MAJEURE
Neither party hereto will be liable for or suffer any penalty or termination of rights hereunder by reason of any failure or delay in performing any of its obligations hereunder if such failure or delay is occasioned by compliance with governmental regulation or order, or by circumstances beyond the reasonable control of the party so failing or delaying, including, but not limited to, acts of God, war, civil war, insurrection, acts of terrorism, sabotage, an act of public enemy, fire, flood, accident, strike or other labor disturbance, equipment failure, or interruption of or delay in transportation caused by forces beyond the parties’ control (a “Force Majeure Event”). Each party will promptly notify the other in writing of any such Force Majeure Event, the expected duration thereof, and its anticipated effect on the party affected, and will make reasonable efforts to remedy any such Force Majeure Event. The party not experiencing the Force Majeure Event will cooperate with and assist the injured party in all reasonable ways to minimize the impact of such circumstances on the injured party. The injured party will have the right to terminate this Agreement if the Force Majeure Event lasts continuously for longer than three (3) months.
Whenever under the provisions of this Agreement notice is required or permitted to be given, it will be in writing, in English, and will be deemed given either when delivered personally, or by courier, or by facsimile machine with printed transmittal confirmation sheet, or five (5) days after mailing, postage prepaid by registered or certified mail, return receipt requested, addressed to the party for whom the notice is intended with copies provided to the address set forth in these terms and conditions for M&M and for the Team in their respective form or to such other addresses as the party will designate in writing for notice to another party.
10.3 ENTIRE AGREEMENT
This Agreement (including, without limitation, all Annexures attached hereto and other documents referenced herein) contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all other prior or contemporaneous written or oral agreements or understandings between them with respect to the subject matter contained in this Agreement.
10.4 RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement is intended to create, nor will be deemed to constitute or create, any relationship between the parties other than that of independent entities contracting with each other for the sole purpose of effecting the provisions of this Agreement, and this Agreement does not grant either party any authority to act as agent, nor assume or create any obligation, on behalf of the other party. Neither the parties’ communications with each other, this Agreement, nor Team’s participation in this Agreement creates any obligation or duties other than as expressly provided in this Agreement.
10.5 NO WAIVER
Nothing contained in this Agreement will cause the failure of either party to insist upon strict compliance with any covenant, obligation, condition, or agreement contained in this Agreement to operate as a waiver of, or estoppel with respect to, any such covenant, obligation, condition, or agreement. Waiver by any party of any breach of any provision of this Agreement will not be considered as, nor constitute, a continuing waiver or waiver, breach, or cancellation of, any other breach of any provision of this Agreement.
Article, section and subsection headings in this Agreement are included for convenience of reference only and will not constitute a part of this Agreement for any other purpose.
If any provision of this Agreement conflicts with the Law under which this Agreement is construed or that is otherwise applicable to a Team or if any such provision is held invalid by a competent authority, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with Law. The remainder of this Agreement will remain in full force and effect.
10.8 NO STRICT CONSTRUCTION
In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favouring or disfavouring any party by virtue of the authorship of any of the provisions of this Agreement.
Team shall not assign rights or interests, or delegate duties under this Agreement. Any purported assignment or delegation violating this provision will be void. M&M may, in its sole discretion, assign their rights or interests, or delegate their duties under this Agreement.
10.10 GOVERNING LAW
This Agreement is entered into at Mumbai, India and its validity, construction, interpretation
and legal effect will be governed by the Laws of India without the application of any principle that would cause the application of the Law of any other jurisdiction.
Team and M&M each hereby agree that any statement made by it which relates to the other party will: (i) be truthful and (ii) not intentionally disparage the other party or any of its affiliates. M&M may make truthful statements relating to Team’s failure to follow principles of good sportsmanship in participation in the Challenge, including, without limitation, as a result of Team’s violation of any of the terms of this Agreement or competing in an unethical manner, if any such failure or violation by Team occurs. These restrictions shall not apply to the truthful statements made pursuant to court order.
In addition to those Sections expressly acknowledged as surviving the termination or expiration of this Agreement, the following Sections of this will survive the expiration or termination of this Agreement: Sections 1.4 (Scope of this Agreement), 3.5 (Registration Fee Refund), 6.1 (Compliance with Laws and Regulations), 6.13.3 (Exclusivity of Content), 7 (Rights), 8 (General Provisions), and 9.3 (Access) of the Agreement and Sections 1 (Team Release and Waiver), 2 (Individual Team Member Release and Waiver), 3 (Representations and Warranties), 4 (Disclaimers, Exclusions, and Limitations), 5 (Intellectual Property Infringement), 6 (Release of Liability and Indemnification), 7.4 (Effect of Termination), 8 (Confidentiality), 9.4 (Disqualification, Cancellation, and Legal Proceedings) and 10 (General Provisions).
- M&M shall have the right to:
- reject/disqualify the Team at any stage of the Challenge, at its sole discretion;
- add/remove/modify the contents of Terms and Conditions of the Challenge;
- reject/disqualify the Team, in the event, the approach, components, design submitted by them is found to be illegal as per the laws of the land/normative body;
- reject/disqualify a Team Member if he/she does not meet the eligibility criteria as submitted or he/she is not of the submitted age;
- reject/disqualify if Team/Team Member do not have the correct credentials/ have a history of plagiarism and/or Copy right infringement;
- reject/disqualify incomplete registration forms;
- reject/disqualify a Team/Team Member if such person gets involved in any illegal activities during the course of the Challenge;
- Team/Team members shall not in any manner disparage any officials, products, services of M&M or any other organization;
- Teams shall not be entitled to request for some other Team’s presentation for any purposes;
- Teams/Team Members shall not claim at any point of time that they are partners with M&M;
- The weightages of any evaluation criterion and/or the reasons for change in the sequence of presentation to the jury shall not be revealed at any point of time;
- M&M shall not be responsible for any internal/external Team disputes and all such disputes shall be settled by/between the Teams/Team Members without recourse to M&M;
- M&M shall not be responsible for any delays/lapse in communication (from both, M&M and/or Teams) resulting in loss to any Team or third party;
- M&M shall not be responsible for the contents of the presentation/other files uploaded by the Teams or its protection in any way;
- M&M shall have the right to change the number of winners at any stage due to any reason.
- M&M shall select the jury or modify/change the same at any point of time and the Team/Team Members shall not object the same;
- Team/Team Members shall ensure that their submission contents shall not contain or comprise of any matter which is likely to hurt the religious susceptibilities of any class or section of the citizen of India or any other country;
- The Teams have to be registered by the Team Leader only;
- If the second in command quits, the Team may appoint another second in command after submitting a request to M&M;
- Teams can comprise of members from different companies/institutions. They can register either as a private Team or representing the company/ institution;
- The Team size should not exceed the number mentioned in the framework, which is 20 for Rise Prize. However, that refers to only the core Team Members. The Teams can take services from support staff for ancillary services. There is no restriction in the number of support staff that can be used;
- It is compulsory for the Teams to follow the template for concept submission and presentation. Any major deviation from the template may lead to disqualification from the contest;
- M&M will only pay one time full and final prize money to one winner. Payment of prize money will be paid to the Institution (if the team represents and Institute/Organisation) or to the Team Leader (in the case of a private team). Distribution of prize money within the team will be the responsibility of the Institution/Team Leader and M&M will have no role in this. No other payments/grants/considerations will be paid to the Teams, including traveling reimbursements. No claims shall be entertained after collection of the prize by the winner;
- All presentations will be delivered only to the jury and kept confidential and shall not be open to other Teams;
- It is compulsory for the Team Leader to be present at the time of presentation, working prototype demonstrations and final solution demonstrations under all circumstances. In case of emergencies, if the Team Leader cannot be present, the second in command shall have to be present for the occasions mentioned above. The presence of other Team Members are at the discretion of the Team Leader unless otherwise communicated by M&M for each occasion.
- The Teams are expected to adhere to the deadlines mentioned in the Challenge document or through intermediate communications by M&M. Deadline extensions will be purely at the discretion of M&M.
- M&M will not be liable to provide assistance of any sort (financial or otherwise) for the completion of the innovation. However, M&M may arrange, at its discretion, for coaching and mentoring by organizing workshops, identifying mentors at appropriate stages. Participation by the Teams in these programs and workshops are purely voluntary.
- The Team at its discretion may approach the identified mentors and request such mentor to guide them. M&M shall in no way be responsible and/or liable for any act or omission of any mentor.
- The Team can have experts who can mentor the Team Members during the process;
- In case of any problems while downloading the forms, templates, uploading the forms or questions regarding the status of the Team application, please mail firstname.lastname@example.org with the subject line containing Team name and the problem faced
- M&M is not promising any recruitment to the Team/Team Members;
- In case of loss of functionality, there is no alternate option to present the Team’s concept. The innovation should be in a fully functional capacity at the time of presentations;
- M&M employees can participate in the Rise Prize. They can register their Team as a private Team;
- During registering the Team application there will be a set of legal terms and condition that the Team will have to accept before applying;
- M&M reserves the right to limit, or restrict upon notice, participation in the Challenge to any Team, Team member, person or entity at any time for any reason;
- Eligible winner should prove sufficient identification proof, as may be required by M&M;
- Winner will be required to pay the tax component, if any and M&M shall not be responsible for payment of any taxes on the prize;
- The prize will be paid out in Indian Rupees. The exchange rate used will be the lower of Rs.61.775/USD, which was the exchange rate on 28 Feb 2014, the day the Rise Prize was announced or the INR/USD exchange rate on the date the winners are announced for this challenge;
- Appropriate Central/State tax laws in force during the processing of payments will be applied and tax will be deducted at source
- The Team/Team Members shall ensure that, the submitted designs shall not harm the lives around it or the Teams shall not use illegal components/raw materials, technology etc.;
- The general terms and conditions of the Challenge and these conditions shall be final and binding on all the Teams/Team Members and together they shall supersede any agreement previously made.