SPONSOR:
The DS-MRN Challenge:Digital Stockpile & Manufacturing Response Network is presented by the Administration for Strategic Preparedness and Response (ASPR), U.S. Department of Health and Human Services (“Sponsor”,”we”, “us”).
TEAMS:
All members of your team must meet the eligibility criteria contained in this Participation Agreement. If any member of your team is ineligible or otherwise fails to comply with this Participation Agreement, the team as a whole may be disqualified at the Sponsor’s sole discretion. Each team is solely responsible for its own cooperation and teamwork. The Sponsor will not officiate any dispute among members regarding their conduct, participation, cooperation, contribution, prize sharing, or intellectual property. Your team’s materials submitted in connection with the Challenge will be referred to herein as your team’s “submission.”
THIS CHALLENGE IS VOID WHERE PROHIBITED BY LAW. BY PARTICIPATING IN THE CHALLENGE, YOU AGREE TO THESE TERMS AND CONDITIONS.
JUDGING:
A panel of judges will evaluate and score each submission against the judging criteria as outlined on the Challenge website. Challenge Sponsor will determine, in its sole discretion, which Submissions best addresses the Challenge. Challenge Sponsor has absolute and sole discretion to determine whether to accept any Submission, and whether to make an Award, multiple Awards or any Award. The decision of the Sponsor is final. Judges are subject to change at the Sponsor’s sole discretion. A judge may elect to recuse him or herself from evaluating a submission, or the Sponsor may require a judge to recuse him or herself from evaluating a submission, if, at the judge’s or the Sponsor’s discretion, it would not be appropriate for the judge to evaluate a participant’s submission because of a past or current relationship with the participant. Recusal decisions are final and not subject to appeal.
WINNER ANNOUNCEMENT AND VERIFICATION:
Potential winners will be announced after the judging. The Sponsor may take any actions necessary to verify a team’s compliance with this Participation Agreement before awarding a Prize. By agreeing to this Participation Agreement, the participant understands and acknowledges that even though a team may be announced as a winner, if the team’s compliance with this Participation Agreement cannot be verified to the satisfaction of the Sponsor, the Sponsor will select an alternate winner with the next highest score based on the same judging criteria.
PRIZES:
Prizes are awarded based on combined judge scores from each round of judging.
PRIZE CONDITIONS:
All Prize details will be determined by the Sponsor at its sole discretion. All taxes and other expenses, costs, or fees associated with the acceptance and/or use of any Prize are the sole responsibility of the winners. Prizes cannot be transferred or substituted by the winner. The Sponsor will furnish the appropriate tax forms to winners for the approximate retail value of the Prize for the tax year in which the Prize was won. If a Prize is unclaimed within a reasonable time after notification from the Sponsor, as determined by the Sponsor in its sole discretion, it will be forfeited, and time permitting, an alternate winner may be selected from the remaining eligible entries at the Sponsor’s sole discretion.
SUBMISSIONS:
Your submission must–
- Adhere to the terms of service per this agreement and the rules stated at the beginning of the Challenge
- Not breach the terms and conditions of any embedded software or services used by your Application
- Not contain any malicious code or backdoors
- Not contain, depict, or refer to any crude, vulgar, obscene, sexually explicit, disparaging, discriminatory, offensive, illegal, or otherwise unsuitable language, activity, or other content (all as determined by the Sponsor in its sole discretion)
- Not contain, depict, or refer to any content which disparages or refers negatively to the Sponsor, the Challenge, or any other person or entity (all as determined by the Sponsor in its sole discretion); and
- Not contain any content that violates any law or any third party’s rights (including privacy, personality, and intellectual property rights).
DISQUALIFICATIONS:
Your team’s submission may be disqualified if the Sponsor has reason to believe, in the Sponsor’s sole discretion, that your submission (a) contains any element that is malicious, corrupt, damaged, incomplete, inappropriate, or offensive; (b) violates the terms of use of any social media service, website, mobile application or any other platform used in connection with your submission; (c) infringes any third party intellectual property rights; (d) violates any applicable law or (e) violates or does not comply with any section of this Participation Agreement.
You and/or your entire team may be disqualified for any of the following actions, with or without warning, in the Sponsor’s sole discretion: (i) verbal abuse of another participant or Challenge staff, (ii) inappropriate touching or harming of another participant or Challenge staff, (iii) breach of the Challenge Participant Agreement or any other agreement entered into in connection with the Challenge, (iv) violation of or non-compliance with any section of this Participation Agreement, or (v) violating the spirit of the Challenge. If the Sponsor has reason to believe that you or your team has compromised the integrity or the legitimate operation of this Challenge, including, without limitation, by cheating, hacking, creating a malicious bot or other automated program, or by committing fraud in any way, your team will be disqualified and asked to leave the Challenge. If during the Challenge, any Challenge staff has reason to believe that your health is in danger, you may be required to discontinue your participation in the Challenge and asked to seek immediate medical assistance. Your teammates, if any, may continue participating in the Challenge if they so choose.
All disqualification decisions are final and not subject to appeal.
INDEMNIFICATION, RELEASE, AND HOLD HARMLESS
By registering for or participating in the ASPR Digital Stockpile & Manufacturing Response Network (DS-MRN) Challenge (the "Challenge"), each Participant (including all members of a Team and any Entity on whose behalf a Participant enters) agrees to the following:
- Definitions. For purposes of this Section, the following definitions apply:
"Blue Clarity Parties" means Blue Clarity, its parent companies, subsidiaries, affiliates, and their respective officers, directors, employees, agents, contractors, successors, and assigns.
"Claims" means any and all claims, demands, causes of action, suits, proceedings, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation or arbitration) of any nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent.
"Participant" means any individual, team member, or entity that registers for, enters, or otherwise participates in the Challenge, including any person who submits materials in connection with the Challenge.
- Release of Claims. Each Participant hereby releases, waives, and forever discharges the Blue Clarity Parties from any and all Claims arising out of, relating to, or in any way connected with: (a) the Participant's registration for, entry in, or participation in the Challenge; (b) any determination regarding the Participant's eligibility or ineligibility to participate in or receive an award under the Challenge, including any determination made pursuant to FAR 52.225-5 (Trade Agreements), or any other applicable federal law, regulation, or policy; (c) the evaluation, scoring, selection, or rejection of the Participant's submission, or any decision by the Challenge Sponsor regarding awards; (d) the grant of unlimited rights to the United States Government in the Participant's submission or solution as specified in FAR 52.227-14, Rights in Data—General (May 2014), as modified by NFS 1852.227-14, Rights in Data—General (April 2015), and as further described in this Participation Agreement; (e) any use, disclosure, reproduction, preparation of derivative works, distribution, public performance, public display, or other exploitation of the Participant's submission by the United States Government, or by any third party authorized by the United States Government, pursuant to the unlimited rights granted under this Agreement; (f) the disqualification of the Participant or the Participant's team for any reason set forth in this Participation Agreement; and (g) any other act or omission of the Blue Clarity Parties in connection with the administration, operation, or promotion of the Challenge, except to the extent arising directly from the Blue Clarity Parties' gross negligence or willful misconduct.
- Indemnification. Each Participant agrees to defend, indemnify, and hold harmless the Blue Clarity Parties from and against any and all Claims actually or allegedly, directly or indirectly, arising out of or related to: (a) any breach by the Participant of any representation, warranty, covenant, or obligation set forth in this Participation Agreement; (b) any allegation that the Participant's submission, or any component thereof, infringes, misappropriates, or otherwise violates any patent, copyright, trademark, trade secret, or other intellectual property right of any third party; (c) any allegation that the Participant's submission contains material that violates the privacy, publicity, or other personal rights of any third party; (d) any misrepresentation by the Participant regarding the Participant's eligibility to participate in the Challenge, including any misrepresentation regarding the Participant's citizenship, residency, employment status, receipt of Government funding, or the existence of Government rights in the Participant's solution; (e) the Participant's failure to have obtained all necessary consents, approvals, licenses, or authorizations from employers, co-inventors, or other rights holders prior to submitting materials to the Challenge; (f) any claim by a member of the Participant's team regarding the division, distribution, or allocation of prize funds or intellectual property rights; and (g) any violation by the Participant of applicable federal, state, or local laws, regulations, or policies in connection with the Challenge.
- Representations and Warranties. In connection with the foregoing indemnification obligation, each Participant represents and warrants that: (a) the Participant's submission is the Participant's original work, or the Participant has obtained all rights, licenses, and permissions necessary to submit such work and to grant the rights described in this Participation Agreement; (b) the submission does not infringe, misappropriate, or otherwise violate the intellectual property or proprietary rights of any third party; (c) no portion of the submission was developed under any Government contract, grant, or cooperative agreement in which the United States Government has acquired or may acquire intellectual property rights, unless the Participant has disclosed such circumstance in writing to Blue Clarity prior to submission; (d) the Participant has the legal authority to bind any entity on whose behalf the Participant enters, and such entity has authorized the Participant's entry and the grant of rights contemplated by this Participation Agreement; and (e) the Participant is in compliance with all eligibility requirements set forth in this Participation Agreement, including all applicable restrictions relating to Government employment, receipt of Government funding, and country-of-origin requirements.
- Scope of Indemnification Obligation. The indemnification obligation set forth in this Section includes, without limitation, any Claims brought by or on behalf of:(a) the United States Government or any agency thereof, including the Department of Health and Human Services, NASA, or any successor entity, arising from any defect or deficiency in the rights delivered by the Participant; (b) any third party claiming ownership of or rights in any component of the Participant's submission; (c) any co-inventor, co-developer, employer, or assignee of the Participant claiming rights in the submission or objecting to the grant of rights hereunder; or (d) any team member of the Participant disputing the allocation or distribution of prize funds or intellectual property rights.
- Indemnification Procedures. Blue Clarity shall provide the Participant with prompt written notice of any Claim for which indemnification is sought, provided that the failure to provide such notice shall not relieve the Participant of the Participant's indemnification obligation except to the extent the Participant is materially prejudiced thereby. The Participant shall have the right to assume the defense of any such Claim with counsel reasonably acceptable to Blue Clarity, provided that Blue Clarity shall have the right to participate in the defense at its own expense. The Participant shall not settle any Claim in a manner that imposes any obligation, liability, or restriction on any Blue Clarity Party without the prior written consent of Blue Clarity, which consent shall not be unreasonably withheld.
- Limitation of Blue Clarity Liability. The Blue Clarity Parties shall not be liable to any Participant for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Participation Agreement or the Challenge, including, without limitation, any damages arising from: (a) the Participant's inability to participate in the Challenge or to receive an award; (b) any action taken by the United States Government with respect to the Participant's submission or any intellectual property rights therein, including the exercise of unlimited rights or march-in rights; (c) the use, disclosure, or dissemination of the Participant's submission by the United States Government or any authorized third party; or (d) any interruption, suspension, cancellation, or modification of the Challenge. In no event shall the aggregate liability of the Blue Clarity Parties to any Participant or team arising out of or relating to this Participation Agreement or the Challenge exceed the amount of the prize awarded to such Participant or team, or, if no prize has been awarded, one hundred dollars ($100.00).
- Acknowledgment of Government IP Framework. Each Participant acknowledges and agrees that: (a) the intellectual property rights provisions of thisParticipation Agreement, including the grant of unlimited rights under FAR 52.227-14 and NFS 1852.227-14, are required by the United States Government and are not subject to modification by Blue Clarity; (b) Blue Clarity is acting in its capacity as the Challenge administrator and is not the Challenge Sponsor; (c) all final decisions regarding eligibility, awards, and the exercise of Government rights rest with the Challenge Sponsor (HHS/ASPR) and not with Blue Clarity; and (d) the Participant's sole recourse with respect to any dispute regarding the exercise of Government rights shall be against the United States Government in accordance with applicable law, and not against any Blue Clarity Party.
- Third-Party Beneficiary Designation. The parties acknowledge and agree that the Blue Clarity Parties are intended third-party beneficiaries of this indemnification provision and shall have the independent right to enforce the obligations here under directly, as if such Blue Clarity Parties were original parties to this Agreement. The Participant's indemnification obligations to the Blue Clarity Parties shall not be modified, amended, or waived without the prior written consent of Blue Clarity.
- Survival. The obligations of the Participant under this Section shall survive the conclusion, cancellation, or modification of the Challenge, the acceptance or rejection of the Participant's submission, and any termination of the Participant's participation in the Challenge, and shall remain in full force and effect indefinitely.