The following Terms and Conditions will apply to all applicants/applications for the UpPrize Social Innovation Challenge (the “UpPrize Challenge”) sponsored by The BNY Mellon Foundation of Southwestern Pennsylvania (“Sponsor”).
Consent to Publicity. Applicant’s participation in the UpPrize Challenge will be publicized by Innovation Works, Inc. (“IW”), which is implementing the UpPrize Challenge. The IW and the Sponsor may share and publicize videos, photos and information submitted by Applicant and videos and photos created in the course of Applicant’s participation in the UpPrize Challenge. By submitting an application, Applicant consents to allow IW and the Sponsor to use the name, likeness, photograph, voice, opinions, hometown, videos, descriptions and commentary of Applicant and, if applicable, Applicant’s founders and employees, for promotional purposes. Applicant’s consent extends to any media outlet.
Video and Photographs. By submitting an application, Applicant acknowledges that Applicant has obtained permission from all individuals participating in the creation of all videos and photographs submitted by Applicant. Applicant guarantees to IW that Applicant has the right to use any and all elements of text, graphics, videos, music, photos, designs, trademarks, or other provided materials, and Applicant agrees to indemnify IW and the Sponsor against any and all claims arising from the use by IW or the Sponsor, respectively, of videos and photographs submitted by Applicant.
Public Domain. Videos, photographs and information included in Applicant’s application materials may be placed in the public domain. It is the responsibility of the Applicant to ensure that public disclosure of these materials does not adversely impact the commercial potential of the Applicant’s project or adversely impact any other entity’s rights.
Ownership of Intellectual Property. Applicant will not relinquish ownership of any intellectual property owned or licensed by such Applicant to IW or the Sponsor, as the case may be, by virtue of submitting an UpPrize Challenge application, participating in UpPrize Challenge selection rounds or receiving UpPrize Challenge prizes, but Applicant does grant a nonexclusive, royalty free license to IW and the Sponsor to use any intellectual property incorporated in the application as part of the UpPrize Challenge activities.
Timing. IW and the Sponsor plan to announce the winners of the UpPrize Challenge in March 2020, with funding to occur following completion of a business and legal due diligence review (see below). Please note that if an Applicant is an individual, the Applicant will be required to form a company prior to receiving an award.
Funds, Due Diligence and Contractual Terms. Prior to receiving funding, each Applicant that is selected to receive an award must successfully complete a business and legal due diligence review to the satisfaction of the judges of the UpPrize Challenge (the “UpPrize judges”) and thereafter enter into an agreement with IW setting forth the material terms of the award. Applicants are strongly encouraged to review the Due Diligence Checklist (PDF of checklist). IW reserves the right to update and make changes to the Due Diligence Checklist.
No Joint Venture or Employment. By submitting an application for the UpPrize Challenge, Applicant acknowledges that neither IW nor the Sponsor is offering Applicant employment, entering into a joint venture with Applicant or otherwise becoming obligated to Applicant. Applicant acknowledges that its application materials are submitted voluntarily and without expectation of any future business relationship with either IW or the Sponsor.
Release: Applicant agrees to release and hold harmless IW, the Sponsor and the UpPrize judges, their respective, affiliates, suppliers, distributors, and advertising/promotion agencies, and each of such foregoing parties’ officers, shareholders, directors, members, employees and agents from and against any claim or cause of action, including, but not limited to, personal injury, death, or damage to or loss of property or reputation, arising out of participation in the UpPrize Challenge or receipt or use or misuse of any UpPrize Challenge prize. Applicant specifically acknowledges that it has no claim against IW or the Sponsor as a result of not being selected for the UpPrize regardless of the reason for such non-selection.
Liability. None of IW, Sponsor or the UpPrize judges will be liable to Applicant or any third party for any damages, including, but not limited to lost profits, physical or financial injury, loss of time, or other actual, incidental, consequential or special damages arising out of any aspect of the UpPrize Challenge, even if Applicant has advised any of IW, Sponsor or the UpPrize judges of the possibilities of such damages.
Disqualification. IW reserves the right to disqualify any applicant for any reason. IW and the Sponsor reserve the right to seek damages against those that deliberately undermine the legitimate operation of the Challenge.
Modification, Suspension or Cancellation of Challenge. IW and the Sponsor reserve the right to cancel, suspend and/or modify the Challenge, or any part of it, for any reason whatsoever, and neither IW nor the Sponsor will be held liable to Applicant for any related damages.
Additional Terms. If any provision of these Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. The validity of these Terms and Conditions, the construction and meaning of its terms, and the rights of all the parties involved will be governed by the laws of the Commonwealth of Pennsylvania. Any court action based on these Terms and Conditions or based on participation in the UpPrize Challenge must be brought in the courts found in Allegheny County, Pennsylvania.
Alignment with UpPrize Challenge Criteria. Applicants should be prepared to provide information that the UpPrize judges will need to investigate and evaluate whether relevant aspects of the past, present and predictable future of applicants comply with the criteria for UpPrize Challenge awards.
Due Diligence Process. If an applicant makes the short list of possible candidates for an award, IW will send a checklist of information and documents (see above reference to the Due Diligence Checklist) that the applicant will be required to provide within a relatively short timeframe. All applicants will be required to provide corporate/entity formation and governance documentation, forward looking financial statements, information about the individuals involved in the organization, information regarding its rights to critical intellectual property, etc. As the decision process moves along, additional documentation or information may be requested as the UpPrize judges narrow the pool of applicants.