RULES OF THE CHALLENGE
APPLICABLE TO LEGAL PERSONS
Innovation Summit Bold Ideas Challenge
PLEASE READ CAREFULLY THESE RULES OF CHALLENGE BEFORE YOU REGISTER TO AND PARTICIPATE IN THE CHALLENGE (AS DEFINED BELOW).THESE RULES OF CHALLENGE ARE TERMS OF A LEGAL AGREEMENT BETWEEN YOU AND SCHNEIDER ELECTRIC (AS DEFINED BELOW) WHICH DEFINE AND GOVERN THE CONDITIONS AND RESTRICTIONS TO ACCESS, REGISTER TO AND PARTICIPATE IN THE CHALLENGE. YOU MUST AGREE TO AND ACCEPT THESE RULES OF CHALLENGE BEFORE REGISTERING TO AND PARTICIPATING TO THE CHALLENGE POSTED BY SCHNEIDER ELECTRIC ON AGORIZE WEBSITE www.AGORIZE.COM.
IF YOU AGREE WITH THESE RULES OF CHALLENGE, PLEASE CONFIRM YOUR AGREEMENT BY CHECKING THE CORRESPONDING TICK BOX ON THE CORRESPONDING REGISTRATION PAGE. IF YOU DO NOT AGREE WITH THESE RULES OF CHALLENGE, PLEASE CLICK THE CONVERSE APPROPRIATE BUTTON OR THE CANCEL BUTTON AND EXIT SAID REGISTRATION PAGE.
BY REGISTERING TO AND PARTICIPATING IN THE CHALLENGE, YOU SHALL BE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED WITH THESE RULES OF CHALLENGE.
Article 1 DEFINITIONS
« Agorize » means Agorize, a French « Société par Actions Simplifiée », with a share capital of 71,146 Euros, registered within the Commercial and Companies Register of Paris under number 530 774 439, having its registered office at 34 rue du Faubourg-Saint-Antoine 75012 Paris, also referred to as « Agorize » or « the Service Provider » in these Rules of Challenge.
« Award » means the prizes awarded to the Winners at the end of the Challenge.
« Background IP » means any Intellectual Property and all related Intellectual Property Rights (i) which is owned by or licensed to a Party prior to the starting date of the Challenge, or (ii) which is developed outside the scope of or separately from any work performed under the Challenge, or (iii) which is developed by a Party without any assistance or contribution of another Party during the term of the Challenge.
« Brief » means the tab on the Challenge page of the Service Provider’s Website that describes the technical and/or technological questions or issues to be responded that is the subject matter of the Challenge, the deadlines, the Awards and any other guidelines and themes applicable to the Challenge.
« Challenge » means the open innovation challenge launched by the Partner Company with the purpose to receive proposals to respond the following technical and/or technological questions or issues the Partner Company has encountered or may encounter in the field of its activity as such questions and issues are defined in the Brief.
« Confidential Information » means the information set out in Article 16.
« Deliverables » means any information, content or data, including but not limited to, text, sound, graphics, photos, images, literature, software, algorithms or files created or otherwise generated by Participants in the frame and for the purpose of the Challenge.
« Final Stage Deliverable » means any Deliverable prepared by the Participant to sustain the oral presentation of its Project under the final stage of the Challenge as defined in Article 8.
« Final Jury » means the jury responsible for ranking the Participants selected for the final stage as defined in Article 9.
« Intellectual Property » means any intellectual property of whatever nature and in whatever form including, but not limited to, inventions, plans, designs, drawings, technical designs, compositions, formulae, schematics, specifications, documentation (and copyrightable materials in general), software (whether in source code or object code format), trade secrets, know-how.
« Intellectual Property Right » means any and all intellectual property rights worldwide arising under statutory law, common law or by contract and whether or not perfected, including without limitation, all: (i) trade dress, trademark, and service mark rights; (ii) patent rights, utility models, design rights; (iii) rights associated with works of authorship or database, including copyright, mask works rights, database rights; (iv) rights relating to know-how, trade secrets and confidential information; (v) any rights analogous to those set forth in this definition and any other proprietary rights relating to intellectual property; and (vi) applications, divisionals, continuations, renewals, reissues and extension of the foregoing (as and to the extent applicable) now existing, hereafter filed, used or acquired, and whether matured into registrations or unregistered.
« Participant » means any legal person registered in accordance with the Rules and whose Team takes part in the Challenge.
« Party » means, for the purpose of Article 12 only of these Rules of Challenge, a Participant, the Partner Company or the Service Provider, whenever applicable.
« Project » means the solution proposed by the Participant in response to the Challenge.
« Organizers » means the Partner Company and the Service Provider and with respect to the organization and conduct of the Challenge.
« Schneider Electric » means Schneider Electric industries SAS, a French « Société par Actions Simplifiée », with a share capital of 928 298 512 Euros, registered in the Commercial and Companies Register of Nanterre under number 954 503 439, having its registered office at 35 rue Joseph Monier, 92500 Rueil Malmaison – France, also referred to as the « Partner Company » in these Rules of Challenge.
« Ranking » means the ranking of the Selected Participants by the Final Jury at the end of the Selection.
« Registration » means the process to be followed and complied with by the Participant to register to the Challenge on any relevant screen page of the Service Provider’s Website in accordance with the CRTC and these Rules of Challenge.
« Rules » means the present rules which apply to the Challenge.
« Selection » means the first stage of the Challenge, as described in Article 7.
« Selection Deliverable » means the Deliverable which is submitted during the Selection.
« Selection Jury » means the jury responsible for selecting the Participants during the Selection stage as defined in Article 8.
« Service Provider’s Website » means the website owned by the Service Provider and accessible at the URL address www.agorize.com.
« Team » means the group of natural persons representing the Participant in the Challenge.
« Winner(s) » (or « Winning » concerning Participants or Projects) means the Participants whose Projects reach the final stage of the Challenge as defined in Article 9 and which are ranked by the Final Jury as winning Participants.
Article 2 PURPOSE OF THE RULES
2.1. These Rules of Challenge are intended to define, according to article L. 121-15-2 of the French “Code de la Consommation”, conditions and restrictions to access, register and participate in the Challenge.
2.2. The Participant acknowledges and agrees that the Partner Company has entrusted the Service Provider, which has accepted, to act in the name and on behalf of the Partner Company for the purpose of the publication (post) of the Challenge on the Service Provider’s Website, and the organization and conduct of the Challenge.
The Participant acknowledge and agree that Agorize may contact the Participant throughout the Challenge such as but not limited to follow up the actions undertaken by the Participant for the purpose of its participation in the Challenge, to remind the Participant on the deadlines and other modalities of the Challenge and/or to provide information to the Participant on the results of the pre-selection, selection and awards phases of the Challenge.
Each of the Participant, the Service Provider and the Partner Company acknowledge and agree that:
- The Partner Company shall be responsible towards the Participant for the organization and conduct of the Challenge, whilst Agorize shall be responsible towards the Partner Company in its role of service provider acting in the name and on behalf of Partner Company ; and
- The Service Provider shall be responsible for the Service Provider’s Website towards each of the Participant and the Partner Company.
2.3. Regulations are registered with SCP Bornecque Winandy - Bru Nifosi, huissiers de justice associés 15, Passage du Marquis de la Londe- 78000 - Versailles.
These Rules of Challenge are available for consultation online on agorize.com. A hard copy of these Rules can be asked for free and with the reimbursement of the stamp used in the conditions of Article 14.
2.4. The Participant acknowledges being aware of, and agrees to the fact that the proposed Challenge calls on the skills and ingenuity of the Participants. The Challenge shall not depend, even partially, on chance and luck under any circumstances, and can therefore not be considered as a game of chance or a lottery.
Article 3 CONDITIONS FOR ENTERING THE CHALLENGE
3.1. Participation to the Challenge is free of charge with the meaning that it does not create any obligation on the Participant to pay a fee or any other consideration to the Partner Company or the Service Provider in connection with its participation to the Challenge. The foregoing applies without prejudice to the provisions of Article 14.
3.2. The Participant must read these Rules, and accept their terms in their entirety and without reservation before its Registration to and participation in the Challenge. The Participant must create a user account on the Service Provider’s Website and proceed thereon with the Registration. If a natural person proceeds with the Registration on behalf of the Participant, the Participant is fully and solely responsible to ensure that such natural person has the authority to agree to these Rules of Challenge on behalf of the Participant and thereby bind the Participant to these Rules of Challenge.
3.3. Participation to the Challenge is under the conditions that the Participant being a company, must:
- be registered on the trade register of the country in which their headquarters are based
- subscribe and maintain in force at its own cost and expense a valid professional liability insurance policy
- be able to supply a registration certificate at the competent companies register (or any equivalent in the Participant’s jurisdiction) issued within the last three (3) months
- be able to provide evidence the Participant complies with the social and tax legislation to which it is subject in the jurisdiction where it has its registered office or principal place of business.
3.4. Each Participant shall take part to the Challenge by means of the Team it shall constitute and register at its own discretion and under its own responsibility, provided that each Participant must register only one Team to the Challenge and each Participant observes the maximum number of members that could be in a Team as such number shall be specified by the Partner Company on the Website.
The Participant further agrees to inform each member of its Team that a member of a Team cannot participate to the Challenge individually in its own name, including not in the case such member would be eligible to participate to the Challenge as a student according to the Rules of Challenge applicable to students.
The Participant shall be responsible to the Partner Company and the Service Provider for each and any act or omission of any member of its Team. Any reference in these Rules of Challenge to the compliance or non-compliance with its terms by the Participant shall be deemed to include the compliance or non-compliance therewith by the members of the Participant’s Team.
3.5. Employees and representatives of the Service Provider and of the Partner Company and/or the members of their families (parents, children, spouses) cannot be a member of a Team of any Participant in the Challenge.
3.6. The delivery of the Award will be conditional upon the Participant providing evidence that all the aforementioned conditions are met.
3.7. There is only one entry per Participant in the Challenge.
3.8. Any Participant who doesn’t abide by the terms of the Rules of Challenge during its Registration and at any time during the Challenge will be automatically and without previous notification, disqualified from the Challenge and shall not be awarded any Award or any compensation or remedy in result of such disqualification. In the case where an Award would have been given to a Participant which is subsequently found by the Partner Company or the Service Provider to have breached or failed to comply with the Rules of Challenge at the time of its Registration or during the Challenge, either the Partner Company or the Service Provider shall have the discretionary right to demand the return of the Award by the Participant at the latter’s own cost and expenses, without prejudice to any further right or remedy available to the Organizers to be claimed under these Rules of Challenge or at law.
Article 4 REGISTRATION AND ACCESS TO THE CHALLENGE
4.1. For its Registration to the Challenge, the Participant must open a user account on the Service Provider’s Website and must indicate the following:
- Last name;
- First name;
- A valid email address;
- A valid password.
To validate his Registration, the Participant must accept these Rules of Challenge, and the CRTC provided by the Service Provider.
The Participant must provide the information listed below:
- its Company’s registered name;
- its Company’s logo;
- Elevator pitch by the Participant of the Project it anticipates to deliver in response to the Challenge
- Its Company’s formation date;
- The development status of the Participant’s business;
- the city in which the Participant has its registered office or principal place of business;
- the phone number (reception desk or standard landline) of its Company;
- a brief description of its Company’s business activity, as provided by the Participant or, as the Participant may elect, the description provided under URL address of its Company’s website, Company’s Facebook page and/or Company’s Twitter page.
A confirmation email containing an activation link is sent to the Participant’s email address provided by the Participant on the Registration form.
Once its user account is activated, the Participant can freely complete further information on his profile in the account settings.
To complete its Registration in the Challenge, the Participant must opt-in by boxing the corresponding tick box on the Registration page for the Challenge on the Service Provider’s Website, so as to express the Participant’s express and informed consent to accepts these Rules of Challenge in addition to the CRTC.
4.2. Any Registration containing wrong, dubious, or incomplete information shall not be taken into account and shall disqualify the Participant.
4.3. By registering, the Participant accepts to be contacted through emails sent by Organizers during its participation in the Challenge. The Participant also accepts to be contacted by phone, if it is part of the Selected Participants or the Winners.
4.4. The use of a computer is needed to access the Challenge with the minimal material configuration and device hereinafter:
- Processor 1 Ghz or higher with 1 Go RAM or higher;
- A 1024x768 pixels screen definition with 65 536 colors;
- Operating system: Windows XP and Vista;
- Version Flash Player 9.045, except any specified case which will be informed to the Participant on the homepage of the Challenge;
- The sound card is recommended but is not necessary.
4.5. The Challenge is available 24 hours a day on the Service Provider’s Website subject to possible maintenance operations on servers or dysfunctions such as those mentioned in Article 15.
4.6. The period for Registration shall take place from January 17, 2018 to March 12, 2018 11.59pm.
Article 5 DURATION OF THE CHALLENGE
5.1. The Challenge shall take place from January 17, 2018 to June 30, 2018 11.59 pm.
5.2. Every date clearly defined in these Rules of Challenge and on the Website concerning the Challenge, shall be deemed to be in the Paris time zone (GMT +1).
5.3. The Partner Company reserves the right to reschedule the different stages of the Challenge defined in these Rules of Challenge and as the case may be, extend the total duration of the Challenge by a reasonable amount of time, which will be communicated to the Participants on the Challenge page of the Service Provider’s Website. The Partner Company will make its best endeavours but shall not be obliged, to provide justification thereof to the Participants.
Article 6 GENERAL PRINCIPLES APPLICABLE TO THE DELIVERABLES
6.1. The Project presented by the Participant shall be materialized in (i) the Selection Deliverable that the Participant shall submit within the period defined in Article 7 for the Selection stage of the Challenge and (ii) the Final Stage Deliverable, in accordance with the requirements of this Article 6, Articles 7 and 8. No other documents submitted by the Participants shall be taken into account for the purpose of the Challenge.
6.2. The Selection Deliverable must provide a response to the issue raised by the Challenge and must comply with the rules described in the Brief on the Challenge page on the Service Provider’s Website.
6.3. The Selection Deliverable must be written in English (no other language will be accepted), and must be submitted in a common digital format such as: DOC/DOCX/PDF/PPT/PPTX /MP4.
6.4. In case of difficulties or failures to read the Selection Deliverable, the Participants having submitted it will be notified and shall have the responsibility to re-submit the concerned Deliverable within the period defined in Article 7 for the Selection stage of the Challenge. Any delivery of a Deliverable beyond the period defined in Article 7 shall cause the automatic and immediate disqualification of the concerned Participant from the Challenge.
6.5. Each Participant warrants that the content of the Selection Deliverable it submits in the frame of the Challenge, is its own contribution and does not contain or otherwise embed or implement any content or contribution owned by any third party. The failure by the Participant to comply with this requirement shall cause the automatic and immediate disqualification of the concerned Participant from the Challenge. The use of photos or images must be free of copyright. In any case, the Partner Company will not be held responsible for the use by the Participant of works on which third parties have rights.
Article 7 SELECTION STAGE
7.1. The Selection is scheduled from January 17, 2018 to March 12, 2018 11.59pm.
7.2. Each Selected Participant shall have to send its Selection Deliverable before March 12, 2018 11.59pm, by uploading it on the Challenge page of Service Provider’s Website.
7.3. Each Selection Deliverable shall be composed of:
- A 10-slide document describing the Project with at least the following information: the reminder of the Challenge and any focus on any specific aspect thereof addressed by the Participant; the solution proposed by the Participant to respond the Challenge, with the impact and business model of such solution on a financial, industrial and/or environmental standpoint.
- Optional: a presentation video explaining the Project.
Each Selected Participant can present only one (1) Project.
7.4. The Selection of the Participants who participated in the Selection stage will be carried out on the basis of their respective Selection Deliverable in accordance with Article 9.
7.5. Only the ten (10) Participants selected at the end of the Selection (hereinafter referred to as “the Selected Participants”) will be able to participate to the Final Stage of the Challenge defined in Article 8.
Article 8 FINAL STAGE
8.1. The Final Stage of the Challenge consists in (i) an oral presentation of its respective Project by each of the ten (10) Selected Participants, that is scheduled to take place at the Partner Company’s Innovation Summit in Paris, France, on April 5th and 6th, 2018 or any later date in case the Partner Company has rescheduled any stage of the Challenge in accordance with Article 5.3, and (ii) the ranking of the Selected Participants in accordance with Articles 9.2 and 10.
8.2. The ten (10) Selected Participants with their respective Projects selected to participate in the Final Stage of the Challenge will be ranked on the basis of such oral presentation, in accordance with Article 10.
Article 9 SELECTION PROCESS
9.1. The Challenge is divided in two selection steps:
- Selection: this stage ends with the selection of the Selected Participants; and
- The Final Stage ending with the ranking of the Selected Participants.
9.2. Each of these selection steps is based on the following cumulative criteria:
- Feasibility: how feasible is it to implement the Project from a business perspective?
- Profitability: what is the return on investment of a product, system or solution implementing the Project? How much are customers ready to pay for a product, system or solution implementing the Project?
- Solution Innovation: How creative is the Project compared to currently available solutions? How is the Project disruptive compared to the other Projects and how can this be valued?
Under no circumstances shall the Participants be selected or ranked with regard to the nationality, the physical characteristics, the religious beliefs, the belonging to trade unions, the political opinions, the sexual orientation or any other subjective criteria related to the members of its respective Teams. None of the Selection or the ranking of the Selected Participants will result in any way, whether directly or indirectly, from chance or luck.
In the event two or more Participants tie with the same score on basis of the above mentioned criteria, the tied Selection Deliverables shall be ranked according to the chronological order in which their respective Participants submitted it.
9.3. The Selection Jury shall be composed of employees from the Partner Company, that the Partner Company shall at its own discretion designate with their consent with regard to their skills or experience to conduct the Selection; the Selection Jury will be responsible for selecting ten (10) Selected Participants on the basis of their respective Selection Deliverable submitted in accordance with these Rules of Challenge.
9.4. The Service Provider will, via an email sent to the address entered at the time of account creation on Agorize.com and via a notification on their Agorize.com account, inform all Participants of the Selection results by March 20th 2018 at the latest, or any later date in consequence of the Partner Company’s decision to reschedule any stage of the Challenge in accordance with Article 5.3 .
9.5. Each Selected Participant must respond to the email sent by the Service Provider announcing the results of the Selection, before the deadline date (and hour if any) specified in such email. Such response shall indicate if the concerned Participant agrees to pursue its Participation to the Challenge and its selection stages in accordance with these Rules of Challenge; such response shall be given by the Participant to the Service Provider by email sent to the Service Provider’s email address having sent the aforementioned email. Failure by any Participant to provide such response in accordance with these Rules of Challenge shall cause the automatic and immediate disqualification of the concerned Participant from the Challenge.
9.6. The Final Jury will be in charge, at the end of the Final Stage of the Challenge, of ranking the ten (10) selected Projects on basis of their presentation by the respective Participants. The five (5) Winning Participants shall be the Participant which Project will be ranked number 1 by the Final Jury (hereinafter “Project N°1”) and the four (4) other Participants with their respective Projects will be ranked from Project N°2 to Project N°5 as further defined in Article 11 hereof.
9.7. The Ranking made by the Final Jury will be announced on the day of the oral presentations of ten (10) selected Projects by the respective Participants. The Partner Company might shoot and record an institutional movie presenting such announcement: as a matter of consequence, the selected Participants has the obligation to inform each member of its Team that his/her image may be shot as part of this movie and to obtain the informed and written consent therefor from each member of its Team.
Article 10 RESTRICTIONS TO USE
The Participant undertakes to ensure that the content of the Deliverables it uploads to the Challenge page of the Service Provider’s Website complies with applicable laws and regulations.
The Participant also undertakes to ensure that the content of its Deliverables, irrespective of its nature or form:
- Does not constitute a justification of crimes against humanity or war crimes, nazism, or other crimes or offences, or a denial of the existence of recognized crimes against humanity or genocides, or infringe upon human dignity;
- Does not constitute content of a violent, pornographic or paedophilic nature, or that may cause harm to minors, or, more generally, that may represent an affront to public order or public decency;
- Does not incite discrimination, hatred or violence towards a person or group of people because of their origin, sex, marital status, physical appearance, surname, health, disability, genetic characteristics, customs, actual or alleged sexual orientation, age, political opinions, trade union activities, or actual or alleged membership of a specific ethnicity, nation, race or religion;
- Does not constitute content of a racist, xenophobic or revisionist nature or that inflicts damage on another person's honour or reputation;
- Does not constitute defamatory, injurious, false or slanderous remarks about another party, whether a natural or legal person;
- Does not constitute an act of forgery, unfair Challenge or parasitical competition;
- Does not infringe any third parties’ rights;
- Does not contain viruses, worms, trojan horses or any computer file or program that could interrupt, destroy or limit the functioning of any computer or computer network linked directly or indirectly to the activities of the Partner Company;
- Does not directly or indirectly allow a third party to obtain pirated software, software that enables acts of hacking and intrusion into computer and telecommunications systems, viruses and other logic bombs and, generally, any software or other element that may enable the rights of others and the security of people and property to be infringed;
- Does not violate the principle of confidentiality of correspondence.
The failure by the Participant to comply with any restriction stated in this Article 10 shall cause the automatic and immediate disqualification of the concerned Participant from the Challenge.
Article 11 AWARDS
11.1. Awards referred to in this Article are awarded in consideration of:
- The delivery of Deliverables which quality has been recognized by the different Jurys;
- Acceptance and respect of Article 13 on Intellectual Property for each Winner;
- Acceptance and respect for each Winner of Article 14 on use of Winners information.
No Award can be delivered to the Winners if they do not meet these three conditions, as well as entirely comply with these Rules of Challenge.
11.2. Any Award at the end of the Challenge is subject to, and is performed only when subjected to:
- The full respect of these Rules of Challenge;
- The presentation by each Winner of documents justifying that it respects the conditions of Article 3.
11.3. Only the five (5) Winning Projects out of the ten (10) Projects that are selected and then ranked by the Final Jury in accordance with these Rules, will receive an Award.
11.4. Every Participant recognizes and accepts that the Award cannot give rise to any request or claim for any reason of any kind to exchange or otherwise substitute the Award as defined below against or by any compensation other than the compensation defined below for the Award. The Award is not transferable and the Participants are informed that the sale or the exchange of the Award is forbidden.
11.5. Every Participant recognizes and accepts that the Partner Company is only committed to the delivery of the Award awarded to the Winners. As a consequence, all the extra costs relative to these Awards or the overheads linked to the accession to ownership of these Awards will stay, unless otherwise stipulated of the Rules, chargeable to the Winners. Neither coverage nor refund will be owed as such.
11.6. Winners will be informed of their Award by email sent by the Service Provider to the address communicated for the Registration of their account within fifteen (15) calendar days following the announcement of the final ranking by the Final Jury. The Participant commits himself to respect directives indicated in the email. In the case where a Winner did not succeed to receive its prize, for any reason independent from the Organizers, in a delay of 2 months from the reception of this email, the Partner Company has the right to declare this Award not attributed to this Winner.
11.7. Winners of the five (5) Winning Projects will be awarded with the following prizes, according to their ranking, with the precision that Project n°1 is the highest ranking order and Project n° 5 is the lowest ranking order:
a) Awards for Project n°1 :
a total and final amount of fifteen thousand Euros (€15,000) paid by the Partner Company by bank wire transfer to one and only bank account to be then determined by the Participant. The Partner Company will also propose the Participant whose Project is ranked n°1 to become part of the Partner Company’s start-ups incubation process.
b) Awards for Project n°2
a total and final amount of five thousand Euros (€5,000) paid by the Partner Company by bank wire transfer to one and only bank account to be then determined by the Participant.
c) Awards for Project n°3
a total and final amount of three thousand Euros (€3,000) paid by the Partner Company by bank wire transfer to one and only bank account to be then determined by the Participant.
d) Awards for Project n°4
a total and final amount of two thousand Euros (€2,000) paid by the Partner Company by bank wire transfer to one and only bank account to be then determined by the Participant.
e) Awards for Project n°5
a total and final amount of two thousand Euros (€2,000) paid by the Partner Company by bank wire transfer to one and only bank account to be then determined by the Participant.
Article 12 INTELLECTUAL PROPERTY
12.1. Each Party shall remain the owner of its own Background IP. Unless otherwise agreed between the Participant and Partner Company, the Partner Company shall not be assigned the ownership of the Deliverables or any Intellectual Property contained therein.
12.2. Each Participant:
- When contributing its Selection Deliverable and Final Stage Deliverable: hereby grants to the Partner Company a limited license to access and use such Selection and Final Stage Deliverables for the sole purpose of evaluating the same during the respective Selection and Final stages;
- When winning and accepting the Award: hereby grants to the Partner Company and its affiliated companies a non-exclusive, royalty-free, worldwide, perpetual and irrevocable license to exercise all rights (including Intellectual Property Rights) in the Deliverables. Such license shall include, without limitation, the right to reproduce, copy (in any number of copies and by all means), modify, correct, improve, translate, develop, adapt, update, add, upgrade, compile, decompile, reverse-engineer, delete, incorporate, rewrite in any language, create derivative works, either directly or through third parties, display, market, exploit and/or use the Deliverables for any implementation in and/or association with products and/or services to be offered by the Partner Company and its affiliated companies to its customers.
12.3. Each Participant represents and warrants that it possesses all rights, consents, licenses and authorizations necessary to fulfil the obligations stated in these Rules. Participants also warrant that the use of the Deliverables in compliance with the Rules is not dependent on any third party’s Intellectual Property Rights. In particular, all Participants undertake to obtain and secure all permission and rights of persons participating in any way within the development or creation process of the Deliverables, so to meet the obligations stated in these Rules.
12.4. Each Participant shall defend, indemnify and hold the Partner Company harmless from and against any third party’s claim, action or suit and any liability, loss, costs, damages or expenses (including, without limitation, legal costs and counsels fees) filed, brought or awarded at any time against Partner Company and/or its affiliated companies alleging that the Deliverables provided by such Participant or any part thereof infringe or misappropriate any Intellectual Property Rights owned by or licensed to such third party, provided that the Partner Company shall (i) notify the concerned Participant of such claim in a reasonable time upon receipt of the same, given that, however, failure to provide timely notice shall not affect the rights of Partner Company to seek for indemnity so long as such failure does not adversely affect the Participant’s ability to defend the claim against such third party, (ii) provide reasonable assistance for the defense or settlement of the same at Participant’s entire expense, and (iii) permit Participant, to the extent legally feasible, to take full control over proceedings related to such claim and employ counsel reasonably acceptable to the Partner Company, and (iv) have the right to provide for its separate defense at its own expense. Participant shall undertake, at its own expense, the defense of any such claim brought against the Partner Company and its affiliated companies. If Participant has not, within a reasonable time after receiving notice of a claim from the Partner Company, employed counsel to assume the defense of such claim, Partner Company shall have the right upon written notice to Participant to employ counsel to represent it in any such claim in respect of which it plans to seek indemnity pursuant to this Article, in which event the reasonable and documented fees and expenses of such counsel shall be borne by the Participant until such time as counsel is employed by the Participant in accordance with this Article. If the Participant does not respond within five (5) business days of Partner Company’s written notice that it will engage in such defense, the Partner Company shall have the right to proceed as indicated above. Should the Partner Company wish to independently obtain counsel for such claim, such shall be at Partner Company’s sole expense. Participants shall not settle any claim in a manner that adversely affects the Partner Company’s and its affiliated companies’ rights without Partner Company’s prior written consent, which shall not be unreasonably withheld or delayed.
12.5. Participants shall notify the Organizers immediately as they become aware of any possible infringement claim from third parties arising from or in connection with the exercise of the rights granted herein under the Deliverables provided within the Challenge.
12.6. If all or part of the Deliverables is or, in the Partner Company’s opinion is likely to be, held infringing, the concerned Participant shall at its own expenses apply one of the following options, without prejudice to any other obligation that arises from Article 12.4 hereinabove:
a) procure for the Partner Company and its affiliated companies, the rights to exercise and continuing exercising the rights granted herein; or,
b) substitute or modify the infringing Deliverables (or the infringing part thereof) with any non-infringing equivalent deliverables, provided that such substitution or modification does not result in a material degradation of the performance or quality of the Deliverables; or,
c) withdraw its Deliverables from the Challenge and, whenever applicable, return the Award to the Partner Company.
Article 13 COMMUNICATION
Each Participant authorizes both the Service Provider and the Partner Company to reproduce its trademarks (such as communicated by Participant), free of charge, on communication materials about the Challenge including but not limited to the Service Provider’s or the Partner Company’s intranet and external websites, email signatures/newsletters, press releases, posters/banners at trade fairs, Facebook pages and on Twitter (or any other social media).
Each Participants also authorises the Service Provider and/or Partner Company to display its company name and trading names, together with their respective logos and/or trademarks.
This permission is strictly limited to the same purposes as those stipulated in Article 12 and the Organisers undertake to cease using Participant’s trademarks once the circumstances relating to those purposes come to an end, unless the Participant expressly agrees otherwise in writing in advance.
The present authorization comes into force as of the date Participants register for the Challenge for the term stated in these Rules.
Article 14 PARTICIPANTS' EXPENSES
14.1. Each Participant is solely responsible for all equipment, including computers and modem, necessary to establish a connection and maintain access to internet and any telephone, data, hosting or other service associated with such access, and each Participant acknowledges he/she/it shall bear and keep any and all costs incurred by or behalf of the Participant in accessing the Service Provider’s Website and participating in the Challenge.
14.2. The Participants can obtain from the Partner Company the refund of post or stamp expenses incurred by the Participant to participate in the Challenge or to ask for a hard copy of these Rules of Challenge, on the basis of slow postage rate for letters not exceeding 20g applicable in France.
All requests for refund the afore mentioned expenses by the Participant must be sent by email before June 1st, 2018, to the following email address: firstname.lastname@example.org
To be admissible, the request will mandatory contain:
- Full contact details of the Participant (name, first name, address, zip code, city, its Registration login on the Service Provider’s Website and its e-mail address);
- Valid bank account details details;
- Where applicable, the precise request of communication of these Rules of Challenge and repayment of the stamp used in the aforementioned price rate.
Any request of refund over the deadline, incomplete, dubious or inaccurate will be refused in whole or part.
Only one refund per Participant will be accepted.
The refund will be processed by bank transfer on the account indicated during the request after legitimacy of the request has been checked by the Organizers and without undue delay.
Article 15 LIABILITY
15.1. The responsibility of the Organizers cannot be engaged in case of breakdown or dysfunction of the used telecommunications network, whatever the cause is, which would especially have the effect of damaging or preventing the identification or the access of the Participant on the Service Provider’s Website or any other useful web site for the participation in the Challenge.
15.2. The participation in the Challenge implies knowledge and acceptance of the characteristics, limitations and risks of the internet network and the technologies which are linked to it, particularly in consideration of the performances, in response time, in the security of the software and the computer hardware towards diverse potential attacks such as virus, logic bomb or Trojan horse and in the loss or in diversion of data. As a consequence, the Organizers cannot be held responsible, in any case for the damages caused to the Participant because of these accepted characteristics, limitations and risks.
15.3. The Organizers cannot, in any case, be held responsible for any damage caused by the defect or the delay of delivery of the Deliverables, especially for the refusal to consider these Deliverables because of a late submission, or for any damage caused by an impossibility to connect to the relevant websites or to upload/download correctly any Deliverable, the defect or the delivery time of any e-mail sent during the Challenge, or for any damage caused by any hurdle preventing the Participant to attend or participate to whole or part of the Challenge.
15.4. The Organizers cannot be held responsible in case of total or partial modification, suspension, interruption, adjournment or cancellation of whole or part of the Challenge for reasons beyond their control or as defined in Article 18. In such case, the Service Provider will inform as soon as possible the Participants by a mention on the Service Provider’s Website or by any mean it sees fit.
15.5. The Organizers cannot be held responsible for the consequences of a disqualification of a Participant due to a violation of these Rules of Challenge and/or in case of rejection of a Deliverable due to noncompliance with these Rules of Challenge.
15.6. The Partner Company may not in any circumstance be held liable:
- for the Service Provider’s Website;
- for the content of the Deliverables uploaded on the Service Provider’s Website;
- for the use, including misuse or fraudulent use, of the Deliverable;
- for the Participant’s lack of success in the Challenge;
- for any damage caused to the Participant by the Service Provider;
- for any consequential, indirect, special, incidental or punitive damage or loss such as but not limited to loss of business, loss of profits, loss of image or reputation that the Participant may suffer or that a third party may cause to the Participant in the frame of the Challenge;
- for the content of websites accessible via hyperlinks posted by Participants or of advertising sites that are promoted via links on the Service Provider’s Website;
- for any difficulties the Participant encounters when (i) publishing a Deliverable, (ii) viewing or uploading the Deliverable, (iii) logging in to the Service Provider’s Website.
15.7. By participating in the Challenge, each Participant agrees that: (1) any and all disputes, claims, and causes of action arising out of or in connection with the Challenge or any Prize awarded, shall be resolved individually without resort to any form of class action; (2) any remedies and damages awarded under (1) of this Article 15.7 shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Challenge, but in no event attorney's fees or courts’ expenses; and (3) under no circumstances will a Participant be permitted to obtain any award for, and each Participant hereby waives (i) all rights to claim indirect, punitive, incidental or consequential damages, (ii) any and all rights to have damages multiplied or otherwise increased and (iii) any other damages, other than damages for actual out-of-pocket expenses.
15.8. In any case, the Organizers will not be held responsible in case of impossibility for a Winner to receive the Award or benefit from the Award for circumstances beyond Organizers’ control. The responsibility of the Organizers cannot be engaged in case of loss and/or deterioration of the Award during its delivery or transfer and more generally if the Winner does not receive its Award. The responsibility of the Organizers cannot be engaged in case of any damage whatsoever arising from the enjoyment or the use of the Award by the Winner.
Article 16 CONFIDENTIALITY
16.1. Confidential Information. As used in these Rules of Challenge, “Schneider Electric Confidential Information” means any information and materials proprietary to Schneider Electric or any third-party having provided its consent to Schneider Electric, provided or otherwise disclosed by Schneider Electric on the Service Provider’s Website or to any Participant or otherwise accessed or obtained by any Participant from Schneider Electric or the Service Provider’s Website orally, in writing whatever the media and format, in connection with the Service Provider’s Website, Participants or other third parties, and/or Awards, whether of a technical, business or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, prospects, or other affairs).
16.2. Exclusions. Participant’s obligations under this Section as to Schneider Electric Confidential Information does not include any information that Participant can prove: (a) was known to Participant prior to receiving or accessing the same; (b) is independently developed by Participant without use of or reference to Schneider Electric Confidential Information; (c) is acquired by Participant from another source not being bound to Schneider Electric by a restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the Participant.
16.3. Nondisclosure. Participant agrees that, from the date of its Registration to the Challenge on the Service Provider’s Website until any of the exclusions defined under sub-section 2. above applies with respect to the considered Confidential Information, Participant will: (a) use each Confidential Information solely for the purpose for which it is expressly permitted to by Schneider Electric in connection with the Challenge to which Participant has registered; (b) not disclose Schneider Electric Confidential Information to any third party unless to those of its employees, directors or officers under the condition in any case that each such person has a need to know such information to enable Participant to perform in accordance with these Rules of Challenge and has executed a written agreement that contains terms that are not less stringent than the terms contained in this Article 16; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, Schneider Electric Confidential Information to the same extent (but using no less than a reasonable degree of care) that Participant uses to protect its own Confidential Information of a similar nature. If Participant is required by law or by any state, federal or regional governmental or regulatory agency or authority or by court to disclose Schneider Electric Confidential Information or the terms of these Rules of Challenge, Participant must give prompt written notice of such requirement to Schneider Electric before such disclosure and assist Schneider Electric in attempting to obtain an order protecting Confidential Information from public disclosure.
16.4. Return of Information. Upon request, Participant will destroy or deliver to Schneider Electric all Schneider Electric Confidential Information Participant may have in its possession or control.
16.5. Injunctive Relief. Participant acknowledges that any violation or threatened violation of this Section may cause irreparable injury to Schneider Electric, entitling Schneider Electric to obtain injunctive relief in addition to all other legal remedies.
Article 17 PERSONAL INFORMATION PROTECTION
17.1. The participation in the Challenge requires the communication of the Participant’s personal data mentioned in Article 4.
17.2. This data can be modified at any time by the Participant.
17.3. This data mentioned in the present Article is subjected to an automated processing in the meaning of the law n°78-17 of January 6th, 1978 under which the Service Provider acts as the data controller as it defines the means and the purpose of the data processing .
The purposes of the data processing of this processing are :
- To organize the intermediation between the Participant and the Partner Company;
- To ensure identification, communication and preservation of the exchanges with the Participant;
- To realize anonymous market studies by the Service Provider or a third-party with the prior information and consent of the Participant.
17.4. The Recipients of this data are the Service Provider and the Partner Company.
17.5. According to provisions of the law n°78-17 of January 6th, 1978, the Participant is informed that the personal data processing has been notified to the French Data Protection Authority, the “Commission Nationale de l'Informatique et des Libertés” (CNIL), under the number 1856312v0.
In this respect, the Service Provider made a commitment to protect all the personal data of the concerned people. These data are collected and handled in by the Service Provider with the strictest confidentiality according to the law of January 6th, 1978.
17.6. According to the provisions of the articles 38, 39 and 40 of the law n°78-17 of January 6th, 1978, the Participant has, at any time, the right to:
- Oppose to the collect and process of personal data carried out by the Service Provider;
- Oppose to the communication of these data to third-parties;
- Get access to all personal data handled by the Service Provider;
- Rectify, update and delete his personal data handled by the Service Provider.
To exercise his rights in conformance with the law n°78-17 of January 6th, 1978, the Participant has to send a registered letter with acknowledgement of receipt mentioning clearly his identity and the object of his request to:
34, rue du faubourg Saint-Antoine
17.7. Concerning the possible installation of cookies (or witnesses of connection) on the Participant’s computer during his browsing on the Service Provider’s website, the Participant is invited to consult the Regulations and Rules of Challenge, Terms and Conditions present on the website www.agorize.com and that he/she has to accept previously during the opening of an account necessary to participate in the Challenge.
Article 18 RESERVATION OF RIGHTS
18.1. The participation in the Challenge and the awarding of the Award require the acceptance purely and simply and the full respect for the Rules in all its terms. The Organizers reserve the right to disqualify, immediately and without compensation, every Participant and/or Project not satisfying in full with the Rules.
The Service Provider and Partner Company reserve the right to cancel, shorten, suspend the Challenge without prior notice:
- In cases of force majeure;
- If it appears that fraud has occurred in any form whatsoever;
- In the case of the Article 10.
The Organizers cannot be held responsible for cancellation or for suspension of the Challenge according to the present Article and no allowance nor compensation will be due to the Participant.
The Partner Company reserves the right to cancel, modify or suspend the Challenge should any computer virus, bugs or other technical difficulty or other causes beyond the control of the Organizers corrupt the administration, security or proper operation of the Challenge. The Partner Company also reserves the right, in its sole discretion, to cancel, modify or suspend the Challenge at any time with or without reason, without owing any compensation or bearing any liability to any Participant in consequence thereof.
The Partner Company reserves the right, in its sole discretion, to disqualify any Participant (and any member of its Team) from the Challenge or other competitions to which such Participant may at any time register or otherwise participate in case of any fraud, misconduct or breach by such Participant or any member of its Team to these Rules of Challenge.
18.2. The Organizers reserve the right to modify at any time the terms of the Rules, and during the Challenge without the requirement of notification to the Participant, concerning the application and the validity of these modifications. The Participant is invited to consult regularly the Rules. The Participant gives up expressly any complaint or contesting linked to any modification brought to the Rules by the Organizers.
18.3. The Partner Company will not be responsible for clerical, typographical, printing or other inadvertent errors in these Rules of Challenge or in other information or materials provided by Schneider Electric in connection with the Challenge. The Partner Company reserves the right to correct such errors or otherwise amend any provision of these Rules of Challenge at any time during the duration of the Challenge. By continuing participation in the Challenge, the Participant is deemed to have accepted any such correction or amendment. If the Participant does not wish to continue to participate in the Challenge pursuant to the amended Rules of Challenge, such Participant may terminate its participation in the Challenge by informing the Partner Company thereof by registered letter with acknowledgement of receipt and shall thereby immediately and definitively waive any rights under the Challenge without the Partner Company owing any compensation or bearing any liability to such Participant in consequence thereof. Participants are urged to consult the Service Provider’s Website regularly during the duration of the Challenge.
Article 19 THHIRD-PARTY WEBSITES AND CONTENTS
Article 20 GOVERNING LAW AND DISPUTES RESOLUTION
The construction, validity, interpretation and enforceability of these Rules of Challenge, and the legal agreement formed between the Partner Company and any Participant accepting these Rules of Challenge, shall be governed by, and construed in accordance with the laws of France, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than France.
Any dispute between the Partner Company and the Participant arising out or in connection with these Rules of Challenge and/or the Challenge shall in all cases be finally settled, according to the laws of France, by the competent courts of Paris, France, to the exclusion of any other jurisdiction.
Participants also acknowledge and accept that the Partner Company will be irreparably damaged and damages at law may be an inadequate remedy if any Participant breaches any provision of these Rules of Challenge and such provision is not specifically enforced. Therefore, in the event of a breach or threatened breach by any Participant of these Rules of Challenge, the Partner Company shall be entitled, in addition to all other rights or remedies, to (a) an injunction or other injunctive relief restraining such breach, without being required to show any actual damage or to post an injunction or other bond, and/or (b) a decree for specific performance of the applicable provision of these Rules of Challenge, to the extent permitted by applicable law in the country where the Partner Company has its registered office or principal place of business and/or, as relevant in the context, where Participant will access to and/or participate to the Challenge, on either federal or state level when applicable.
Article 21 MISCELLANEOUS
21.1. The Participant’s rights or obligations under these Rules of Challenge may not be sold, sub-licensed, rented, assigned, delegated, transferred or otherwise conveyed by the Participant without the Partner Company’s prior express written consent. The rights granted to the Participant under these Rules of Challenge are granted on an “intuitu personae” basis.
21.2. The Partner Company is an independent contractor. Each of the Partner Company and Participant agrees that no partnership, joint venture, or agency relationship exists or is created by these Rules of Challenge between the Partner Company and Participant. Neither the Partner Company nor Participant is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other.
21.3. No third-party beneficiary relationship is created by these Rules of Challenge. These Rules of Challenge shall not be construed to confer any rights or remedies to any third party.
21.4. These Rules of Challenge constitute the entire agreement between the Partner Company and Participant in relation with their subject matter, and replaces and supersedes any previous agreement or understanding, whether oral, electronic or written, in relation with the same subject matter. Participant agrees to waive to apply any of its own terms of purchase of services or equivalent documents.
21.5. The invalidity or unenforceability of any provision of these Rules of Challenge shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Rules of Challenge shall otherwise remain in effect and be construed in accordance with their terms as if the invalid or illegal provision was not contained herein.
21.6. All notices sent in pursuance of these Rules of Challenge shall be in writing where electronic mails shall be recognized as a valid proof. Notices of a general purpose related to the Challenge by the Partner Company to all Participants shall be given by means of a general information posted on the Challenge page(s) of the Service Provider’s Website. Notices specifically addressed to any Participant shall be given by the Partner Company, at its election, by electronic mail to the electronic address on record in the information provided by the Participant through its Registration or by written communication sent by first class mail or pre-paid post to the address of the Participant’s registered office or principal place of business on record in the same information provided by the Participant. Any notice by Participants to the Partner Company shall be in writing sent by first class mail or pre-paid post to the address of the Partner Company’s registered office.
21.7. The Partner Company’s failure to insist on or enforce strict performance of these Rules of Challenge shall not be construed as a waiver by the Partner Company of any right to enforce these Rules of Challenge, nor shall any course of conduct between the Partner Company and the Participant or any third party be deemed to modify any provision of these Rules of Challenge.
21.8. Headings in these Rules of Challenge are just for ease of reference and will not affect its interpretation.
21.9. Words expressed in the singular include the plural and vice versa.
21.10. Article 11 “Awards”, Article 12 “Intellectual Property Rights”, Article 13 “Communications”, Article 15 “Liability”, Article 16 “Confidentiality”, Article 17 “Personal Information”, Article 18 “Reservation of rights”, Article 19 “Third parties websites and contents”, Article 20“Governing law and disputes resolution” and Article 21 “Miscellaneous” as well as all provisions of these Rules of Challenge which by their nature are intended to survive, shall survive expiration or termination of the duration period of the Challenge.