2019 Capital One Digital for Good Tech Jam Participant Agreement

The Capital One Digital for Good Tech Jam (the "Tech Jam") is administered by Hackworks Inc. ("Hackworks") on behalf of Capital One Bank (Canada Branch) ("Capital One") (Hackworks and Capital One are referred to collectively herein as the "Organizers") for the benefit of participating non-profit organizations (each, a "Charity" and collectively, the “Charities”). By registering for and participating in the Tech Jam, you, the registrant ("you"; and "your") confirm you have reviewed and agree to this Participant Agreement (the "Agreement") between you and the Organizers, and will abide by the instructions and decisions of the Organizers and the event staff.

1. PURPOSE:

The Tech Jam is an opportunity for you to innovate, ideate, and rapidly prototype a creative technological solution to a unique challenge faced by a Canadian non-profit organization. The Tech Jam is a charitable event with no prizes or compensation other than your participation and is not a competition or a contest.

2. ELIGIBILITY:

To participate in the Tech Jam, you must be at least the age of majority in your jurisdiction of residence. You must be also be a legal resident of Canada, unless you are an employee or contractor of Capital One, its parent company, and their respective subsidiaries and affiliates, in which case, you must be a resident of Canada or of the United States. The Tech Jam is an invite-only event; therefore, you must have been received an invitation from the Organizers to be eligible to participate.

The Organizers may at any time in their sole discretion disqualify any Tech Jam participant (each, a “Participant”) who does not meet the Tech Jam's eligibility criteria, fails to comply with this Agreement or the Tech Jam Code of Conduct, or attempts to disrupt the Tech Jam in any manner.

3. REGISTRATION:

To participate, you must register for the Tech Jam through the registration process provided in your invitation from the Organizers. You must complete the registration process, providing accurate and complete information, and accept this Agreement within the time period specified by the Organizers to successfully register.

Once registered, you'll receive a confirmation email from the Organizers at the email address provided on your registration.

4. TEAMS:

Each Participant is required to work on a team of four (4) to eight (8) Participants (each, a "Team"). You can only work on one Team over the course of the Tech Jam, and you can't trade, swap, or re-assign Team members except with the permission of the Organizers. If you haven't formed your Team in advance of the Tech Jam, the Organizers may assign you to one based on your skills, experience, or other factors at the Organizers' sole discretion.

5. TECH JAM:

The Tech Jam begins on November 15, 2019 at 6:00 p.m. EST and ends on November 17, 2019 at 5:00 p.m. EST (the "Tech Jam Period"). The Tech Jam will take place at the Arcadian Loft, 401 Bay St 8th Floor, Toronto, Ontario. You're responsible for transportation, and any associated costs to and from the Tech Jam venue.

Prior to the Tech Jam Period, each Team will be assigned to a Charity. A representative from the Charity will brief your Team on the Charity's objectives, activities, and unique technological challenge (a "Charity Challenge"). The final decision as to Charity and Charity Challenge assignments will be at the discretion of the Organizers. You can't change Teams or obtain a trade or replacement Charity or Charity Challenge, except with the permission of the Organizers.

During the Tech Jam Period, all Teams are invited to create and demonstrate a solution to their assigned Charity Challenge. “Solution” means any and all content created prior to and during the Tech Jam Period to address the Charity Challenge, including source code, object code, and any associated documentation relating to the Solution including technical specifications and instructions for using the Solution, whether in hard copy, electronic, or any other form. Teams may work on their Solutions at any time throughout the Tech Jam Period, but must be prepared to demonstrate, using a live demo, video, screenshots, or other mechanisms by the time and in the format set out in the Tech Jam schedule available at www.digitalforgood.com (the “Website”). Solutions are subject to additional requirements, set out under the section titled "YOUR SOLUTION" below.

You’re required to provide your own computer(s) and any other hardware and software required to develop your Solution. The Organizers and the Charities will make reasonable efforts to provide access to software, APIs, databases, networks, or other tools to assist you in developing your Solution; however, the Organizers aren't obligated to provide you with any hardware or software support. You will be provided with food and drink over the course of the Tech Jam, but are otherwise responsible for any and all costs or expenses you incur in participating in the Tech Jam. If you have any allergies or dietary restrictions, it is your responsibility to inform the Tech Jam staff. If you have a disability and require accommodation, you must notify the Tech Jam staff so that a reasonable accommodation may be made.

6. YOUR SOLUTION:

BY PARTICIPATING IN THE TECH JAM AND CREATING A SOLUTION, YOU AGREE THAT YOUR SOLUTION (AND EACH INDIVIDUAL COMPONENT THEREOF) COMPLIES WITH ALL REQUIREMENTS PROVIDED IN THIS AGREEMENT. EACH OF THE ORGANIZERS WILL BEAR NO LIABILITY FOR ANY DAMAGES OR LOSSES ARISING FROM ACCESS OR USE OF ANY SOLUTION BY THE ORGANIZERS, THE CHARITIES, OR ANY THIRD PARTY SHOULD YOUR SOLUTION FAIL TO COMPLY WITH ANY OF THESE REQUIREMENTS. YOU AGREE TO INDEMNIFY AND HOLD EACH OF THE ORGANIZERS HARMLESS IN THE EVENT YOUR SOLUTION DOES NOT COMPLY WITH ANY OF THESE REQUIREMENTS.

Your Solution must never have been previously published, exhibited publicly, or submitted in any hackathon, exhibition, or similar competition, contest, or event. You warrant that your Solution does not violate any agreement or obligation to any licence, assignment, proprietary information, confidentiality, non-solicitation, noncompetition or similar agreement with any employer or other person or entity. All proprietary code used in your Solution must be developed during the Tech Jam Period (though you may have worked on concepts, designs, wireframes, or mock-ups in advance). Your Solution must also meet the following technical requirements:

  • Your Solution must be in the English language, unless otherwise specified by the Charity;
  • Your Solution must be in an acceptable file type (.ipa or .apk, or source files to a locally hosted website/web app, or hosted website/web apps, or as otherwise specified by the Charity);
  • Your Team must use a code repository (Github or Bitbucket), or other means acceptable to the Charity, to share your Solution with the Charity; and
  • Your Solution must meet any other technical requirements, guidelines or criteria provided by the Organizers or the Charity.

You further warrant and represent that your Team's Solution:

  • is original to at least one of your Team members and/or at least one of your Team members has obtained all necessary rights in and to the Solution (and all components thereof) for the uses set out under this Agreement;
  • only includes materials (including source code, both open source and third party sourced, user interfaces, music, video, or images) that you own or that you have a license or permission from the owner to use, and that you have provided any permissions or acknowledgments as required by any applicable licenses or permissions;
  • does not breach the terms and conditions of any software, code, service, platform, or other technology embedded, used or leveraged by your Solution;
  • does not contain any malware, Trojan horses, backdoors, or corrupt or malicious code;
  • does not violate any law, statute, ordinance or regulation;
  • does not contain any reference to or likeness of any identifiable third parties, unless consent has been obtained from all such individuals and their parent/legal guardian if they are under the age of majority in their jurisdiction of residence (if consent cannot be obtained for an individual appearing in the Solution, then his/her face must be blurred out and voice (if applicable) must be altered so as to be unrecognizable);
  • will not give rise to any claims of intellectual property infringement, invasion of privacy or publicity, or infringe on any rights and/or interests of any third party, or give rise to any claims for payment or compensation whatsoever; and
  • is not defamatory, trade libelous, pornographic or obscene, and does not violate any laws relating to hate speech, and further that it will not contain, depict, include or involve, without limitation, any of the following: nudity; alcohol/drug consumption or smoking; explicit or graphic sexual activity, or sexual innuendo; crude, vulgar or offensive language and/or symbols; derogatory characterizations of any ethnic, racial, sexual or religious groups; content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct; personal information of individuals, including, without limitation, names, telephone numbers and addresses (physical or electronic); commercial messages, comparisons or solicitations for products or services; any identifiable third party products, trademarks, brands and/or logos (if the necessary consents cannot be obtained, then all identifiable third party products, trade-marks, brands and/or logos must be blurred out so as to be unrecognizable); conduct or other activities in violation of this Agreement; and/or any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by the Organizers in their sole and absolute discretion.

7. INTELLECTUAL PROPERTY:

In consideration of your participation in the Tech Jam, which you hereby acknowledge as sufficient, you and each of your Team members agree to grant to your assigned Charity an unrestricted, non-exclusive, royalty-free, perpetual, irrevocable, worldwide, transferable, sublicensable, assignable licence to distribute, modify, creative derivative works from, reproduce, transmit, process, or otherwise use your Solution, without any fee or other form of compensation, and without further notification or permission, exclusively for non-profit or charitable purposes, in whole or in part and in any and all forms and methods now known and later developed. For clarity, you do not and will not own any copyright, patent or intellectual property rights in and to any modifications to the Solution or derivative works of the Solution created by your assigned Charity or any third parties, except for your underlying rights in respect of the Solution.

In addition, you grant the Organizers an unrestricted, non-exclusive, royalty-free, perpetual, irrevocable, worldwide, transferable, sublicensable, assignable licence (but not the obligation) to reproduce, communicate, modify, display, transmit, publicly perform, make derivative works from, and otherwise use your Solution (in whole or in part) without any fee or other form of compensation, and without further notification or permission, for the purposes of (a) using, reviewing, assessing, testing, and otherwise analyzing your Solution and any of its contents in connection with the Tech Jam, and (b) featuring your Solution and any of its contents, with the exception of source code or object code, for promotional purposes, in any publicity or advertisement carried out by the Organizers in any media now known or later developed, including social media, print, broadcast or the internet.

By participating in the Tech Jam, you understand and acknowledge that Capital One may have developed or commissioned, or may develop or commission in the future, materials similar or identical to your Solution. You waive any and all claims you may have resulting from any similarities between your Solution and any such materials. In addition, you understand and acknowledge that Capital One cannot control any information that you may disclose to employees, contractors, or other representatives of Capital One (who may or may not be Participants in the Tech Jam) in the course of your participation in the Tech Jam. You also understand that Capital One will not restrict work assignments of representatives who may have had access to your Solution. By participating in the Tech Jam, you agree that the use of such information by the unaided memory of any Capital One representative in the development or deployment of any products or services will not give rise to any liability of Capital One under any applicable copyright, patent, or other applicable laws.

8. NO PRIZES:

There are no prizes for participating in the Tech Jam or creating a Solution. You understand and acknowledge that you will not receive any compensation or credit, paid or otherwise, from the Organizers, the Charities, or any other entity for your participation in the Tech Jam or for your Solution. You further acknowledge and agree that the sole consideration for your participation in the Tech Jam is your ability to participate, and that such consideration is sufficient for the rights granted herein.

Throughout the Tech Jam, the Organizers may assign badges, trophies, or other awards to Teams or individual Participants. These badges, trophies, or other awards have no monetary value and may or may not be assigned by the Organizers in their sole discretion.

9. PRIVACY:

By registering and participating in the Tech Jam, you consent to the Organizers and their affiliates and advertising and promotional agencies (including those located in the United States) collecting, storing and using your name, email address, daytime telephone number, and age for the purpose of administering the Tech Jam, carrying out recruitment activities, and for any other purposes required or permitted by law. The Organizers may send you emails related to your participation in the Tech Jam but will not use your personal information for marketing or advertising purposes without your consent.

10. CONDUCT:

You agree to comply with the Tech Jam Code of Conduct, as well as any other rules, restrictions, or instructions provided by the Tech Jam staff, and any and all applicable laws. You acknowledge that failure to comply with any of the above may result in your immediate disqualification from the Tech Jam and removal from the Tech Jam venue.

Any attempt to deliberately damage the Website or any other website affiliated with the Tech Jam, the Organizers or the Charities, to undermine the legitimate operation of this Tech Jam, or to abuse, threaten or harass any Participants or Tech Jam staff may constitute a violation of criminal and civil laws and should such an attempt be made, the Organizers may disqualify you, may ban you from participating in any future Tech Jams or similar events, and reserve the right to seek remedies and damages to the fullest extent permitted by law.

11. PUBLICITY:

You grant to the Organizers and the Charities the right to record and/or photograph you during the course of your participation in the Tech Jam, including Tech Jam-related events. You further agree to the use of your name, address, hometown, voice, statements about the Tech Jam and/or photograph or other likeness, including any recordings and photographs taken by the Organizers and the Charities, without further notice or compensation, in any publicity or advertisement carried out by the Organizers or the Charities in any media now known or later developed, including social media, print, broadcast or the internet.

12. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY:

To the fullest extent permitted under applicable laws, under no circumstances will the Organizers; any of their parents, subsidiaries, affiliates, contractors, or vendors; or any officers, directors, employees, or agents of the foregoing (the “Released Parties”) have any liability for any loss or damage resulting directly or indirectly from, without limitation: (i) your participation, or inability to participate in the Tech Jam; (ii) any technical malfunction or other problems relating to the telephone network or lines, computer online systems, servers, access providers, computer equipment or software associated with the Tech Jam; (iii) any injury or damage to your, or any other person's computer or other hardware related to or resulting from participating in the Tech Jam or accessing or downloading any material related to the Tech Jam; and (iv) any sleep deprivation, stress related illness or injury, or any other illness or injury of any kind claimed to be caused by or related to your participation in the Tech Jam.

YOU HEREBY AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES FROM ANY AND ALL DAMAGES, INJURIES, CLAIMS, CAUSES OF ACTIONS, LIABILITY OR LOSSES OF ANY KIND (INCLUDING ACTUAL LEGAL FEES AND EXPENSES), NOW OR IN THE FUTURE ARISING FROM OR RELATED TO (A) YOUR FAILURE TO COMPLY WITH ANY TERM OF THIS AGREEMENT; (B) ANY MISREPRESENTATION YOU MAKE UNDER THIS AGREEMENT OR OTHERWISE TO THE ORGANIZERS; (C) YOUR PARTICIPATION, OR INABILITY TO PARTICIPATE IN THE TECH JAM OR TECH JAM-RELATED ACTIVITIES OR EVENTS; (D) ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHT RELATING TO THIS AGREEMENT, THE TECH JAM, OR YOUR SOLUTION; OR (E) ANY BREACH OR ALLEGED BREACH BY YOU OR YOUR TEAM OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION CONTAINED IN THIS AGREEMENT.

IN NO CIRCUMSTANCES WILL THE ORGANIZERS BE RESPONSIBLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH YOUR SOLUTION, THE TECH JAM, OR YOUR PARTICIPATION THEREIN.

13. GENERAL CONDITIONS:

The Organizers reserve the right to cancel, amend or suspend this Tech Jam, or to amend this Agreement, at any time, for any reason, and without prior notice or obligation. If the Organizers update or amend this Agreement, the amended version(s) will be posted to the Website and will be effective as of the time they are posted. You are responsible for checking the Website regularly for any updates to this Agreement. In the event of any discrepancy or inconsistency between this Agreement and disclosures or other statements contained in any Tech Jam-related materials, the terms and conditions of this Agreement shall prevail, govern and control.

You hereby acknowledge that nothing in this Agreement will constitute an employment, joint venture, contractor relationship, or partnership relationship between you and the Organizers or any of the Charities. In no way are you to be construed as an agent or to be acting as an agent of the Organizers or any of the Charities.

You agree that the representations, warranties, and agreements set forth in this Agreement will survive your participation in the Tech Jam. If this Agreement is terminated, sections 6, 7, 12, and any other provision hereof that by its nature is intended to survive the termination of this Agreement, will survive such termination. If the Organizers do not exercise or enforce any legal right or remedy available to them, the Organizers will not be deemed to have waived any such rights or remedies. Any waiver of any provision of this Agreement will be effective only if either of the Organizers expressly states in writing that it is waiving a specified provision of this Agreement. If any provision of this Agreement or part thereof is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect the legality, validity or enforceability of the remainder of the provision or the remaining provisions of this Agreement.

This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to any choice of law principles that might provide for application of a different jurisdiction’s law. You agree that any and all disputes arising out of or relating in any way to the Agreement shall be subject to the exclusive jurisdiction of the courts of the City of Toronto, Ontario, and you consent to the jurisdiction of such courts.