BUILDING SOLUTIONS FOR A VIBRANT METAVERSE

 

 

 

 

(a)   keep all Confidential Information strictly private and confidential by using a reasonable degree of care and in accordance with the applicable law; and

 

(b)   not cause the Confidential Information to be distributed, disclosed or disseminated in any way or form to any third party without the prior written consent of the Sponsor;

 

(c)   use the Confidential Information solely in connection with the Event and not for any purpose other than as authorized by this Terms of Participation without the prior written consent of the Sponsor;

 

(d)   ensure that the Confidential Information shall not be copied, recorded or duplicated, or if disclosed orally, not subsequently be reduced in writing or in any medium except as is reasonably necessary for the purpose of the Event and/or as expressly approved in writing by the Sponsor;

 

(e)   make no claim whatsoever that the Confidential Information is the property of the participant nor make or file any challenge that the Confidential Information is in the public domain or is not confidential or that the Confidential Information is not the property of the Sponsor and further agrees that other than expressly provided herein, no right or license, whether expressed or implied, in the Confidential Information is granted to the participant hereunder;

 

(f)   use best endeavours to ensure that Confidential Information within the participant’s control is kept securely protected against theft or unauthorised access, and in any event shall maintain the security, integrity and confidentiality of the Confidential Information in accordance with any security standard as may be specified by the Sponsor from time to time; and

 

(g)   promptly notify the Sponsor if it becomes aware of any unauthorized use or disclosure of Confidential Information.

 

In the event where the participant is required by law, court order, government directive or guidelines or any relevant authorities to disclose the Confidential Information, the participant must promptly notifies the Sponsor in writing of such demand for disclosure so that the Sponsor may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. The participant agrees that he/she shall not oppose and shall cooperate with efforts by the Sponsor with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Sponsor is unable to obtain or does not seek a protective order and the participant is legally requested or required to disclose such Confidential Information, the participant agrees to discuss the extent of such disclosure beforehand with the Sponsor and such disclosure must be no more than is necessary for compliance by the Participant under the law.

 

The participant agrees that all Confidential Information shall remain the property of the Sponsor and that the Sponsor may use such Confidential Information for any purpose without obligation to the participant. Nothing contained herein shall be construed as granting or implying any transfer of rights of the Sponsor in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information to the Participant. No Confidential Information received by the participant from the Sponsor shall constitute representations, warranties nor guarantees upon which the participant may rely and the Sponsor shall assume no responsibilities, obligation nor liability in this regard to the participant. The Sponsor does not represent or warrant that the Confidential Information is correct and the Sponsor, its employees, officers, directors, agents, advisors and its shareholders shall have no liability whatsoever to the participant in respect of the use of the Confidential Information.

 

Upon the termination or expiry of these Terms of Participation, (i) the participant’s right to use the Confidential Information will immediately cease; and (ii) within thirty (30) days from the date of the termination or expiry of these Terms of Participation, the participant will return to the Sponsor all furnished records, reports, documents and memoranda which is stored in any media or database, data storage or retrieval system (electronic or otherwise), in the possession or control of the participant (including the original medium, copies and any notes and other records prepared by the participant based on or incorporating any of the Confidential Information) and shall not retain any copies of the Confidential Information or any extracts in relation thereto or any portion thereof save where the Sponsor has specifically agreed otherwise in writing. The participant shall destroy all documents relating to the Confidential Information prepared by it and expunge all Confidential Information from any computer or other similar device in its possession or under its custody or control.

 

For the avoidance of doubt, this Clause 3 and Clause 4 below will survive the termination or expiry of these Terms of Participation.

 

 

The participant may use the materials (including without limitation code and content in the challenge instructions) made available to the participant for the purposes of the Event (“Event Materials”) solely to prepare for and participate in such Event, subject to any restrictions as may be specified by the Organiser or Sponsor. The Sponsor retains all rights in the Event Materials which are not explicitly granted by these Terms of Participation, including trademarks, trade names, trade symbols and slogans used or capable of being used or adapted in connection with the Sponsor’s business (“RFOX Marks”), which shall remain the absolute property of the Sponsor. The participant is not permitted to make any direct or indirect use of such RFOX Marks for promotion or other purposes, unless the participant has obtained the Sponsor’s prior written consent with respect to the specific use in question.

 

4B. Rights in the participant’s Submission(s)

 

The participant retains all rights to the participant’s submission(s) (including without limitation any entry, component of an entry, or contents of any posts the participant submits to the Organiser or the Sponsor in connection with the Event (“Submission(s)”) as well as any materials that are not included as part of the participant’s submission, which materials may be tangible or intangible, that the participant develops in the course of his/her participation in the Event or as a result of the Event, and any modifications, improvements and derivative works thereto (including any such materials that incorporate any of the participant’s ideas, feedback or suggestions) (“Related Documents”).

 

In consideration of the Organiser or the Sponsor’s acceptance of the participant’s Submission for the Event, the participant agrees to grant the Sponsor an exclusive, worldwide, perpetual, irrevocable, royalty-free licence (with the right to sublicense) to reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use the participant’s Submission, Related Documents or any part thereof (which includes but shall not be limited to the source code submitted) for any purpose the Sponsor deems reasonable, and the participant undertakes that he/she has the rights to grant the said licence (“Licence”). The participant agrees that he/she will not be entitled to any compensation or attribution relating to such grant (including without limitation use of any material which is similar or identical to his/her Submission or Related Document). The participant also acknowledges that employees of the Sponsor may previously have created and may hereafter create materials that are similar or identical to the participant’s Submission. The Organiser and/or the Sponsor’s acceptance of a submission is not an admission by the Organiser and/or Sponsor of the novelty or originality of the participant’s Submission.

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Subject to other provisions within these Terms of Participation, the participant agrees to grant the Sponsor an irrevocable, perpetual, paid-up, royalty-free, non-exclusive worldwide license to disclose the fact that the participant has participated or is participating in the Event to the public and to any entities on any and all media whatsoever, for any purpose whatsoever.

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4C. Shortlisted/ Winning Submissions

 

The participant agrees to assign to the Sponsor all right and title in and to any and all Submissions and Related Documents made by the participant in connection with the Event in consideration of being shortlisted, a chance to attend a job interview with the Sponsor and/or cash prize (“Shortlisted/Winning Submissions”). The participant agrees that any such consideration is a good, sufficient and valuable consideration. To the extent any rights in a Shortlisted/Winning Submission are not assignable (which the participant must inform the Organiser and the Sponsor of at the point of entry of the Submissions and Related Documents), the participant shall grant and agree to grant to the Sponsor under any and all such rights an irrevocable, paid-up, royalty free, perpetual, exclusive, sublicensable (directly or indirectly through multiple tiers), transferable, and worldwide license to use and permit others to use such Shortlisted/Winning Submission in any manner desired by the Sponsor without restriction or accounting to the participant, including, without limitation, the right to make, have made, sell, offer for sale, use, rent, lease, import, copy, prepare derivative works, publicly display, publicly perform, and distribute all or any part of such Shortlisted/Winning Submission and modifications and combinations thereof and to sublicense (directly or indirectly through multiple tiers) or transfer any and all such rights. Further, the participant shall waive and agree to waive in favour of the Sponsor any moral right or other right or claim that is contrary to the intent of a complete transfer or assignment of rights to the Sponsor in each Shortlisted/Winning Submission. The participant agrees to promptly execute any such documents and perform such acts as the Sponsor may reasonably require to perfect the Sponsor’s entire right, title, and interest in and to each and every Shortlisted/Winning Submission, including any assignment agreement as may be provided by the Sponsor. Notwithstanding any provision otherwise, if the participant refuses to assign his/her rights to the Shortlisted/Winning Submission or is otherwise unable to assign the rights without any restrictions or encumbrances, the Sponsor reserves the right to retain the License to the Submission, and not proceed with making the Submission a Shortlisted/Winning Submission.