Participants must review and accept the following agreement before applying to The Helena Prize.
Participant, by voluntarily entering into this agreement, hereby agrees to be bound by and comply with the terms and conditions of this agreement. if Participant does not agree to be bound by and comply with this agreement, then Participant should not enter the competition. By clicking to accept these terms, Participant represents and warrants that he, she or it understand and agree to be bound by the terms of this agreement.
The purpose of the Helena Prize and the Competition is to change the world for the better and this year the subject matter is climate change. The Helena Prize and the Competition is open to anyone who agrees to thisagreement, qualifies under its terms, and who is 35 years of age or under, with a venture or concept that will have a net-negative impact on the level of radiative forcing taking place within the Earth’s atmosphere.
This Agreement contains important limitations on the Participant’s rights that are necessary in light of the Helena Prize’s mission and dedication to change the world. In light of these limitations, Participant is encouraged to consult with legal counsel and ask any questions regarding its decision to enter into this Agreement and agree to these limitations. By entering into this Agreement, Participant represents and warrants that he, she or it has had such opportunity to consult with counsel and ask questions regarding this Agreement.
The Helena Foundation is a Delaware not-for-profit corporation (herein called “Helena”). For notices under this Agreement, its contact address is: 206 Elm Street, PO Box #201045; New Haven, CT 06520 USA; phone +1-(323) 988-0492. Email: email@example.com.
The application period for the Helena Prize is from October 1, 2016 to January 31, 2017 at 11:59 midnight Los Angeles time. Participants can apply on the Helena Prize website at www.helanagroup.org. Helena does not guarantee that its website will be continuously available and is not responsible for failure to complete or amend an application due to website availability.
The Helena Prize will be judged by select members of the Helena Prize Advisory Board in their sole discretion. Factors they will consider will include: age of the individuals, size of net-negative impact on the level of radiative forcing taking place within the Earth’s atmosphere and likelihood of commercial success.
In early March 2017, the judges will select and announce five (5) finalists, who will then have until July 1, 2017 to build and test their ventures. During this time, finalists may be contacted, observed and questioned by the judging panel.
The winner for 2017 for the Helena Prize will be announced in August 2017. Any of these dates may be changed without notice by Helena in its sole discretion.
Participant must be an “Eligible Participant,” defined for the purposes of this Agreement as a person who is:
(a) A single individual 35 years of age or under the age of 30 years at the time of registration as a Participant;
(b) or if an entity, (i) organized in a jurisdiction where participation in the Competition is not prohibited; and (ii) Organized and operated in such a way that payments, if any, in U.S. Dollars may be legally deposited from the United States into a Participant bank account.
(c) The Helena Prize encourages participation by Eligible Participants from around the world without regard to race, nationality, politics or ideology. However, United States law prohibits the exchange of services with, or payment of money to, individuals and entit ies in certain countries. Under current laws (which may change from time to time) to be eligible, a Participant must not include any individual or entity organized or with primary residence in Cuba, Iran, North Korea, Sudan, Syria, or where otherwise prohibited by law (See http://www.pmddtc.state.gov/embargoed_countries/);
(d) Active in the Competition, meaning that he, she or it must not have withdrawn, been terminated, or been disqualified from the Competition; and
(e) In full compliance with the terms and conditions of this Agreement.
If at any time during the Competition, a Participant’s legal status or make-up changes, Participant must provide written notice to the Helena Prize within ten (10) business days of change. Failure to notify the Helena Prize ofchanges to a Participant’s legal status or make-up may result in loss of eligibility.
If Participant is not an Eligible Entity at any time, Helena will have the right to reject Participant’s “Registration” (as defined in Section 4.2 below) or disqualify Participant under Section 3.6 if it is already registered, and Participant will have no right or opportunity to cure.
Participant must fully comply with all applicable laws and acquire all necessary licenses, waivers, and/or permits from the applicable regulatory bodies or other applicable third parties. Helena is not required to advise Participant regarding such legal and regulatory compliance.
Subject to Section 6.7 below, a Participant may not join another Participant’s acquire another Participant’s assets, or merge or be acquired by with another entity at any time during the Competition. Helena may, in its sole discretion, waive the applicability of this section upon written application by Participant.
At any time during the Competition, at the sole and absolute discretion of Helena, Helena shall be entitled to disqualify Participant, in whole or in part, upon service of written notice to Participant, if:
(a) Participant breaches any term of this Agreement;
(b) Participant becomes embroiled in internal conflicts or disputes;
(c) A dispute arises concerning the acquisition, combination, collaboration or sharing of technical assets between Participants;
(d) Participant engages in conduct that is determined by Helena, in its sole discretion: (i) to be immoral, offensive or inappropriate; (ii) to reflect poorly on The Helena Prize or Helena, their sponsors and/or any other Competition sponsor; (iii) to be disparaging to The Helena Prize, Helena or any of their employees, directors, sponsors or agents, or (iv) to disrupt or harm, in any manner, the Competition, The Helena Prize, Helena, their Sponsors, or any other Competition sponsor;
(e) Participant is not an Eligible Entity as defined in this Section 3; and/or
(f) Participant fails to actively and productively participate in the Competition.
If Participant is disqualified pursuant to Section 3.6 after Participant has received any Award, and the basis of such disqualification is conduct occurring prior to Participant receiving the Award that is discovered after Participant received the Award, then Participant shall return such Award to Helena Prize within five (5) days of request by Helena and Helena Prize Advisory Board shall have sole and absolute discretion to reallocate such Award.
Participants must register for the Competition by completing the application and by providing the Participant’s business plans and concepts to the Helena Prize Advisory Board. There is no registration fee.
Participant must provide the Additional Participant Info as requested through the Application;
Participant’s registration must be approved by Helena, in its sole and absolute discretion.
The “Registration Deadline” is 11:59:59 PM PST (Pacific Standard Time) on December 31, 2016. Helena may move the Registration Deadline to an earlier date in its sole discretion, provided Helena posts the earlier date to the website of The Helena Prize at least ten days prior to the deadline. Helena may move the Registration Deadline to a later date in its sole discretion by posting the new date to TheHelena Prize website at any time.
Participants will not be allowed to submit more than one (1) Registration for the Helena Prize.
Within thirty (30) calendar days following the selection of “Finalist Participants”, all Finalist Participants will be required to submit a manually-executed copy of this Agreement, along with a “Compliance Certification Form” in which Participant will be required to certify that it is in full compliance with all requirements in this Agreement and has been in compliance throughout the Term.
In addition to the Registration requirements specified in Section 4.1 above, Helena Prize shall also have the right, at its sole and absolute discretion, to demand that Participant submit current proof of legal status and other eligibility under this Agreement, at any time during the Term described in Section 6.1 below, within ten (10) business days of the delivery of a written demand from Helena to Participant.
Helena shall select, at its sole and absolute discretion, a panel of independent subject matter experts to judge the Competition. Helena shall enter into an agreement with each Judge obligating the Judge to: (i) comply with the terms and conditions of this Agreement, including without limitation, the Confidentiality provisions in Section 9 below; and (ii) require each judge to acknowledge that he or she shall make no claim to any Participant’s Intellectual Property. The Judging Panel shall have sole authority to judge the Competition, select Participants that advance to each Phase, and allocate any Award in connection with the Competition.
The Judging Panel shall have sole and absolute discretion: (i) to allocate duties among the Judges; (ii) determine the holistic grounds for criteria; (iii) to declare the winner of the Competition
Judging decisions of the Judging Panel shall be binding on Helena, and the Participant. Helena and the Participant agree to not dispute any decision or ruling of the Judging Panel, including decisions regarding the degree of accuracy or error rate of any Competition calculations, measurements, and results. The Participant shall have no right to be informed of other Participants’ results.
Helena will select in good faith Judges whom it believes to be reliable and have the appropriate expertise for the Competition. However, Helena shall not be liable for any acts or omissions of the Judges, including alleged breaches of Section 9.
The “Term” of this Agreement will begin on the date submission of Participant’s entry (“Effective Date”) and will end five years after upon the confirmation or cancellation of the Helena Prize.
If the number of Participants exceeds Judging Panel’s ability to properly consider each application, Helena may, in its sole and absolute discretion, either cease accepting additional applications and/or conduct a random drawing to determine which applications it shall process
Helena may, in its sole and absolute discretion, cancel the Competition at any time and immediately terminate this Agreement without cause.
If Helena cancels the Competition, Participant will be ineligible to win or receive any Award(s).
Registration in the Competition is non-transferable without Helena’s written consent, which may be withheld in its sole discretion. Participant shall not assign, delegate or otherwise transfer such Registration or any of Participant’s rights, interests, duties and/or responsibilities under this Agreement without prior signed, written approval from Helena. Any attempted assignment, delegation or transfer in violation of this Section 6.5 shall be void.
Helena may assign, delegate or transfer any of its rights or interests or duties under this Agreement at its sole and absolute discretion.
This Agreement may be supplemented, amended or otherwise modified only by the prior written consent of the Parties. Notwithstanding the foregoing, Helena has the right, upon ten (10) days’ written notice posted on The Helena Prize website, to amend in good faith any provision it deems appropriate for the orderly conduct of the Competition, as long as such amendment applies to the Agreements of all Participants.
Pursuant to the terms and conditions of this Agreement, the winner of the Helena Prize will receive:
(a) An invitation to join Helena’s next class as a full member.
(b) The opportunity to receive mentorship from the Helena Prize’s advisory board
(c) Access to Area 52 Makerspace (http://www.area52.space/#makerspace) under its then- current rules and conditions.
(d) Introductions by Helena to various sources of potential angel, venture and other financing for the business developed with the Award.
(e) Support from the Boston Consulting Group through Helena’s existing sponsorship program with BCG.
(f) More potential benefits, TBA
Any Award will be allocated to the Participant solely and not to any third party.
All Awards shall be made in accordance with United States law and other applicable laws that: (i) may restrict reception of award to Participants organized or domiciled in countries that are subject to United States sanctions; and (ii) may subject Participant to United States tax liabilities, even if Participant is organized or domiciled outside the United States of America.
If a sponsor of the Competition refuses or fails to deliver to Helena the funds or the services that will be used for all or any Award, Helena will not be liable to deliver such Award (or any unpaid portion(s) thereof) or to otherwise compensate Participant. Helena reserves the right to increase the Prize Purse and/or offer additional Awards at its sole and absolute discretion, but Helena shall have no obligation to do so.
Inventorship of patentable developments or discoveries conceived and reduced to practice in connection with Participant’s participation in the Competition during the period of Participant’s active participation the Competition (“Participant Inventions”) will be determined in accordance with U.S. Patent Law. Authorship of copyrighted works, including computer software, created or fixed in a tangible medium of expression by Participant in connection with Participant’s participation in the Competition during the period of Participant’s active participation the Competition (“Participant Copyrighted Works”) will be determined in accordance with U.S. Copyright Law. “Participant Technology” shall include both Participant Inventions and Participant Copyrighted Works.
Participant will retain all right, title and other ownership interests in Participant’s submission and in all inventions, patents, patent applications, designs, copyrights, trademarks, trade secrets, software, source code, object code, processes, formulae, ideas, methods, know-how, techniques, devices, creative works, works of authorship, publications, and/or other intellectual property (“Intellectual Property”) developed by Participant during the Competition; subject to this Section 8 and the media rights granted by Participant to Helena pursuant to the Media Rights Agreement, to be posted to The Helena Prize website prior to Registration Deadline and deemed incorporated into this Agreement.
Finalist Participants shall have a limited license to use the Helena Prize Trademarks in accordance with the conditions of the Media Rights Agreement.
Participant hereby authorizes Helena to release Participant’s contact information to Sponsors and members of the Board of Advisors; and agrees, subject to the exceptions set forth below, that Title Sponsors may contact them after the earliest to occur of: (i) a Participant formally withdraws from the Competition; or (ii) the termination or expiration of this Agreement (iii) the awarding of the Helena Prize. In addition, Participant shall use commercially reasonable efforts to inform Sponsors in reasonable detail of any technological developments or other innovations resulting from the Competition. Notwithstanding the foregoing, nothing herein is intended to prevent communication between Participant and Sponsors at events related to the Competition and or communication required to determine access needs and requirements.
Pursuant to this Agreement, each Party may provide the other, or its Affiliates, certain information or material that is confidential to the disclosing Party. Such information or materials shall be marked as “Confidential” by the disclosing Party prior to disclosure.
Information or material will not be considered as confidential hereunder if it: (i) is public knowledge as of the Effective Date or subsequently becomes such through no breach of this Agreement; (ii) is rightfully in the receiving Party’s possession prior to the disclosing Party’s disclosure, as shown by written records; (iii) is rightfully disclosed to the receiving Party by a third party without restriction on its disclosure; (iv) is independently developed by or for the receiving Party without reliance upon Confidential Information received from the disclosing Party; and/or (v) is required to be disclosed by law.
Each Party will: (i) hold the other Party’s 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.
Helena acknowledges that information relating to technical aspects of any Entry developed by Participant and submitted for The Helena Prize or to the Judging Panel as required by this Agreement, will be deemed Confidential Information of Participant, regardless of whether or not it is marked as such.
Each Party acknowledges that money damages would not be a sufficient remedy for any breach of this Section on Confidentiality, and such breach would result in irreparable harm for which there is noadequate remedy at law. Accordingly, in the event of any such breach or threatened breach, each Party, in addition to any other remedies that it may have, will be entitled, without the requirement of proving actual damages or posting a bond or other security (to the extent permitted under Law), to obtain equitable relief, including without limitation injunctive relief and specific performance in any court of competent jurisdiction.
Participant hereby represents and warrants that:
(a) Participant is free to enter into this Agreement without the consent of any third party and has the capability to fully perform its obligations hereunder;
(b) There is no suit, proceeding, or any other claim pending or threatened against Participant, 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 Participant’s performance of its obligations pursuant to this Agreement;
(c) Participant will not infringe, violate, misappropriate or interfere with the Intellectual Property, contract or other right of any third party in the course of performance of this Agreement or cause Helena or its affiliates to do any of the same;
(d) As of the date that submission of Entries is required, Participant owns (or will own prior to the Registration Deadline) all technologies, methods, resources and Intellectual Property in Participant’s Entry or Entries and/or has (or will have prior to the Registration Deadline) all appropriate license rights in any and all third- party technologies, methods, resources and Intellectual Property in such Entry or Entries, and that Participant’s Entry or Entries will be accompanied by and in accordance with all appropriate licenses in such Third- Party Technology.
(e) Any statement made by Participant that relates to the Helena Prize will: (i) be truthful and (ii) not disparage Helena, The Helena Prize or any of its affiliates, officers, directors, or board members, any member of the Judging Panel, Title Sponsors, or other Competition sponsors.
Helena hereby represents and warrants that:
(a) It expects in good faith that it will have sufficient wherewithal to provide winning participant with the Prize Purse in Section 7.
(b) It will use reasonable efforts to instruct the Judging Panel to judge all Participants according to merit, in a non-preferential and equal manner.
Participant agrees to indemnify, defend, and hold harmless Helena and its Affiliates, Title Sponsors and Title Sponsors’ Affiliates, and other Competition sponsors (if applicable) and their affiliates, directors, employees, consultants and advisors, from and against any and all Losses which they may incur arising from or relating to Participant and/or Participant’s participation in the Competition.
The total aggregate liability of Helena and title sponsors for any claims, causes of action, disputes, or demands arising from, relating to, or in connection with this Agreement, including but not limited to such liability resulting from Helena’s breach of any term of this Agreement and/or the Helena’s negligence or other tortious conduct and/or any decision by the Helena to disqualify a Participant and/or termination of this Agreement by the Helena, shall be limited to the lesser of (a) participants’ direct damages; or (b) twenty five thousand dollars ($25,000.00). Notwithstanding the foregoing, this section 11.2 shall not alter Helena’s obligation to pay prize purses in accordance with the terms and conditions of this Agreement.
The legal entity that is the Participant (“Participant Entity”) and the official name of the Participant (“Participant Name”) shall be set forth in the Participant’s profile in the Application.
Participant shall promptly inform Helena Prize of any intent to change the Participant Name and cooperate with Helena Prize to execute the documents and instruments necessary to accomplish such change.
All Participants must be either (i) be of the age of majority (or older) in their jurisdiction of residence; or (ii) obtain the signed written consent of a parent or legal guardian, in order to be eligible to participate in the Competition.
The official language of the Competition and of this Agreement shall be English. All communications with Helena and for The Helena Prize will be in English unless Participant has received prior written authorization from Helena to submit communications in another language. Additional copies in other languages are welcomed and, if provided on behalf of Helena, are for convenience only but are in no way binding on Helena.
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, travel warnings announced by the United States Department of State, fire, flood, accident, strike or other labor disturbance, equipment failure, or interruption of or delay in transportation caused by forces beyond the Parties’ control. 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. Helena has no obligation to suspend or delay the Competition to accommodate Participant if a Force Majeure Event impedes Participant’s ability to participate in the Competition according to the Competition schedule. Helena may suspend or cancel the Competition in the case of a Force Majeure Event.
Article, section, subsection and paragraph 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 Participant, 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. If the competent authority holds the provision illegal, invalid, or unenforceable even after restatement, the provision will be limited or eliminated to the minimum extent necessary. The remainder of this Agreement will remain in full force and effect.
In the event an ambiguity or question regarding the enforceability, intent or interpretation of any term or condition of this Agreement arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. No Agreement from any prior or future Helena Prize competition will be used to construe this Agreement, and this Agreement will not be used to construe any Agreement from any prior or future Helena Prize competition.
The participant acknowledges that agreement under further contractual documents may be requisite in order to receive services put forth in “Prize” section above, including, but not limited to: Media Relations Agreement, Non-Disclosure Agreements with Prize sponsors, insurance requirements.
By applying you agree to the above Terms and Conditions