Terms of Participation
These Terms of Participation (“Terms”) set out the general terms for the collaboration between participant (“Participant”) and customer (“Customer”) in the challenge (“Challenge”). The identity of Customer is set out in the Call for Applications. “Customer” may refer to a single organization or a group of organizations. In the latter case, a steering group is appointed to represent the organizations and to make the decisions described in this document in the role of Customer.
Purpose of the Challenge is to find innovative solutions to a challenge defined in the Call for Applications and possibly continue collaboration after the Challenge with some of the participants. In the Challenge, Participant develops a concept (“Concept”) with the help of Customer. The Challenge ends when all participants have presented their Concepts to the jury appointed by the Customer. Possible monetary compensation for taking part in the Challenge (“Reward”), designated in the Call for Applications, is paid against invoice after the team has presented their solution at the end of Challenge and provided their materials and feedback. Participant is representing a company and is part of a team (“Team” or individually “Team Members”).
No pre-existing intellectual property rights (“Intellectual Property Rights”) of the parties shall be transferred under these Terms. Intellectual Property Rights means any registered and unregistered intellectual property rights and any applications thereof, including without limitation patents, designs and trademarks, copyrights and related rights, domain names as well as trade secrets and Confidential Information.
Participant shall retain all Intellectual Property Rights to the work it may create during the Challenge, including the material it supplies to the Customer (“Participant Materials”) as part of its presentation of the Concept.
However, Participant grants Customer and Customer’s group companies a non-exclusive, perpetual, irrevocable and royalty-free right to use, copy and modify the Participant Materials for the purpose of
- their internal operations
- evaluating Participant’s performance and potential for further collaboration
- sharing, evaluating or examining the Participant’s Concept within the Customer’s and Customer’s group companies’ organizations
Participant does not hereby grant Customer the right to share or sell Participant Materials publicly or to third parties. This, however, for the sake of clarity, does not in any way limit the Customer’s right to use and / or utilize the professional skills, ideas and experience they have acquired in connection with the Challenge.
Customer materials (“Customer Materials”) means any documents, information, items and materials in any form, which are provided by Customer to Participant in connection with the Challenge. Customer shall retain all Intellectual Property Rights to the Customer Materials. Participant may use the Customer Materials for the sole purpose of participating in the Challenge.
Reference Rights and Publicity
Both parties may use Participant’s participation in the Challenge as a reference. The parties acknowledge that only public information of the Challenge may be disclosed as part of such reference. Participant understands that its team members and their activities in the Challenge might be photographed and videographed, and that the Customer, media, or other third parties may use and publish such photo and video footage.
Each party undertakes to maintain in confidence any Confidential Information (“Confidential information”) received in any form during the Challenge, and not to disclose such information or materials to a third party or to use Confidential Information of the other party for purposes of the Challenge.
Confidential Information means any information and materials in any form that have been marked confidential or that are to be considered trade secrets or otherwise confidential information of a party, including technical, commercial and financial information.
Confidentiality obligations under this clause shall not, however, apply to any material or information that
- at the time of its disclosure is generally available or otherwise public without a breach of a confidentiality obligation, or becomes public after its disclosure without a breach of a confidentiality obligation, in which case the confidentiality obligation shall not apply to such material and information from the moment of it becoming public; or
- is lawfully obtained by the receiving party from a third party without an obligation to confidentiality or without a breach of a confidentiality obligation towards the disclosing party; or
- was demonstrably in the legal possession of the receiving party without any confidentiality obligations or without a breach of a confidentiality obligation towards the disclosing party, prior to receiving them from the disclosing party; or
- is developed by the receiving party independently without using any confidential material received from the disclosing party.
It is further for sake of clarity noted that the confidentiality obligation set out herein does not limit the parties’ right to use and / or utilize the professional skills, ideas and experience they have acquired in connection with the Challenge.
Receiving party shall restrict access to Confidential Information to only those of its employees, representatives, subcontractors and advisors to whom such access is necessary for the purposes of the Challenge. Receiving party shall ensure that these persons are bound by a confidentiality obligation equivalent to the confidentiality obligation set forth in these Terms. Upon the written request by the disclosing party, the receiving party shall return to the disclosing party all Confidential Information of the disclosing party and any copies thereof, or where instructed by the disclosing party, destroy any copies thereof. The duty of confidentiality becomes effective as of the disclosure of the Confidential Information and remains in force for a period of 3 years after the end of the Challenge.
Exclusive negotiation rights
After the Concept has been presented to the jury appointed by the Customer, the Customer has a consideration period (“Consideration Period”) of 30 days to make an agreement with Participant.
During the Consideration Period and during the Challenge, Customer has the first right for negotiation with the Team to continue the development of their Concept. During the Consideration Period, Team or individual Participants may not negotiate with third parties on the continued development of the Concept.
Industryhack Oy acts as the service provider for the Challenge, and may handle any or all responsibilities of the Customer such as notifications, communication, arrangements, or payments. Industryhack.com website and other selected online services will be used for sharing materials and communication related to the Challenge.
Participant Guarantees That:
- It has used its best efforts to ensure the accuracy of the Participant Materials.
- It has all necessary rights to disclose and submit the Participant Materials to Customer for the purposes of the Challenge.
- The disclosure and submission of the Participant Materials do not breach any contract or obligation between Participant and a third party.
- The Participant Materials do not infringe the Intellectual Property Rights of third parties.
- The Participant Materials do not contain any viruses, Trojan horses, worms, harmful code or any other element that is malicious or damaged.
Independency and non-solicit
The Terms shall not constitute an employment relationship between Participant or its employees and Customer. The parties shall during the Challenge and during 6 months after the Challenge refrain from actively recruiting any person employed by the other party and involved in the Challenge and from soliciting or attempting to solicit any such person to resign from employment with the other party. Recruiting ban is not effective if the party has ended the employee’s contract or if the recruitment occurs in response to a public job advertisement.
Cancellation by Participant
If Participant is to cancel participation during the Challenge or fails to present its Concept and fill in the feedback survey, the Team is not eligible for the Reward. New team members are not allowed to be added during the Challenge. For a justified cause and with Customer’s consent, Team might replace members with another Participant, who has to agree to these Terms.
Cancellation by Customer
Industryhack or Customer has the right to disqualify Participant from the Challenge or suspend the Challenge at any time in its sole discretion for example due to inappropriate behavior at the Challenge, breach of the rules of the Challenge or these Terms, or due to the wish of the Customer. The Customer is further entitled to cancel the Challenge for a justified reason. Neither Industryhack nor the Customer are responsible for any damage or inconvenience caused by a cancellation or suspension of the Challenge or Participant’s disqualification.
Limitation of Liabilities
No party shall be responsible to the other party for any indirect or consequential loss or similar damage, including without limitation loss of profit, loss of revenue or loss of contracts. For any remaining contractual liability, a party’s aggregate liability towards the other party shall be limited to the amounts payable by Customer to Participant under the Terms. The limitations of liability under this section do not apply to any damage caused by the liable party’s willful misconduct, gross negligence, breach of confidentiality obligations or infringement Intellectual Property Rights.
Governing law and disputes
These Terms shall be governed by and construed in accordance with the laws of Finland. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof shall primarily be settled through negotiation between the parties. If the matter cannot be resolved amicably it shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one (1) arbitrator nominated by the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be Finnish or English. The award shall be final and binding on the Parties. The arbitration proceedings, any statements made in the proceedings or documentation and other information part of the proceedings as well as the final award shall be deemed Confidential Information.
Personal Data Protection