(the “Challenge”)

CHALLENGE RULES

(the “Rules”)

This Challenge is sponsored by JX Nippon Mining & Metals [The Okura Prestige Tower 10-4, Toranomon 2-chome, Minato-ku, Tokyo 105-8417, Japan] (the “Sponsor”). 

The aim of these Rules is to set out the terms and conditions governing your participation in the Challenge. By participating in this Challenge, you fully and unconditionally agree to comply with these Rules.  If you do not agree with any of these Rules, do not register for this Challenge and do not submit an entry.

1. TERM

This Challenge begins on October 4, 2021 at 09:00 GMT+9 and ends on March 30, 2022 at 21:00 GMT+9. The Challenge will be accessible 24 hours a day on the dedicated Challenge website operated by Agorize at https://www.agorize.com/jx-challenge-2021 (“the Challenge website”), subject to possible IT maintenance operations. Dates and times in these Rules refer to Japan Standard Time (GMT+9).

2. AGREEING TO THE RULES

Any eligible person who is registered on the Challenge website and enrolls to participate in the Challenge (“Participant” or “You”), is required to review and accept these Rules. By accessing and accepting these Rules, You: 

1. enter into a valid and enforceable contractual relationship with the Sponsor regarding participation in the Challenge. The registration and enrolment in the Challenge does not set up any subordination relationship between the Sponsor and the Participant, and
2.  fully and unconditionally agree to comply with these Rules. Participants express their agreement by checking an online box while enrolling for the Challenge. 

In case of non-respect of these Rules, the Participant will be immediately disqualified from the Challenge and no prize will be awarded. 

3. REGISTRATION AND PARTICIPATION IN THE CHALLENGE

To take part in the Challenge, we must receive your completed registration by December 13, 2021 at 23:59 GMT+9. 

To register, the Participant must first have created a user account on the Challenge website, and must have truthfully and accurately completed required information, such as full name, email address, etc. 

Any registration based on inaccurate, false or incomplete information will result in the Participant’s disqualification. Refusing collection, recording and use of their personal data that is strictly necessary to performing the Challenge will result in the Participant’s disqualification. The Participant is solely responsible for the information he/she provides when registering. Any intentional or unintentional mistake, anomaly or inconsistency, regarding this information, may result in the Participant’s disqualification. The Sponsor reserves the right to proceed with all necessary verifications regarding the Participant’s identity, postal and/or email address.

Deletion of a Participant’s user account on the Challenge website will be deemed as a withdrawal from the Challenge. In this case, the Participant, regardless of whether the deletion results from the Participant’s personal action or not, will not participate in the Challenge, and will not obtain any compensation.

You must also have accepted the Rules as well as the Terms and Conditions of Use and the Privacy Policy, during the creation of your user account and your registration to the Challenge. 

Registration for and participation in the Challenge is free, with no purchase or payment obligation.

4. ELIGIBILITY

This Challenge is open and offered solely to: 

• Business entities, regardless of its business area. Startups and SMEs may be required, at the Sponsor’s sole discretion, to provide proof of (i) company registration by submitting a registration certificate issued within the last three (3) months, or ongoing company registration, or any trade registry and proof ensuring the registration of the entity in the relevant country, and (ii) a valid professional insurance policy subscription. 
• Individuals or groups of Individuals regardless of country of residence such as Independent Researchers or Research Teams, and those who are in the Research Organizations or Institute of Higher Learning and Research Institutes. 

All the documents that may confirm the Participant’s eligibility may  be required prior to awarding any prizes (e.g. identity document, registration certificate, etc.). 

This Challenge is not open to: employees and representatives of the Sponsor and Agorize and the members of their families. 

This Challenge is void in countries where it is prohibited or restricted by law.

5. PURPOSE OF THE CHALLENGE AND PARTICIPATION

Notwithstanding Section 4, Participant(s) of the Challenge which are business entities must be a Startup or SME (as defined below).

• Startups. Startup Participants enter the Contest on behalf of their legal business organizations. During the registration process, Startup Participant must designate one individual who is part of the company for contact purposes with the Sponsor. This person will be responsible for registering the Startup at the Challenge and participate in the Challenge on behalf of the Startup. As a Startup participating in this Challenge, you represent and warrant to the Sponsor that such person (i) is an authorized representative of Startup and is participating in the Challenge on behalf of such company, and (ii) has obtained all necessary approvals to enter the Challenge, including all persons qualified to grant any intellectual property rights to Sponsor. Any individual who is employed by a Startup may also submit its participation as an Individual Participant.
• SMEs. SMEs Participants enter the Contest on behalf of their legal business organisations. During the registration process, SMEs Participants must designate one individual, above the age of 18 years old as at the date of entry, who is part of the company for contact purposes with the Joint Organisers. This person will be responsible for registering the SME at the Challenge and participate in the Challenge on behalf of the SME. As a SME participating in this Challenge, you represent and warrant to the Joint Organisers that such person (i) is an authorized representative of SME and is participating in the Challenge on behalf of such company, and (ii) has obtained all necessary approvals to enter the Challenge, including all persons qualified to grant any intellectual property rights to the Organiser and Co-Sponsors.

The Challenge is also available to Individuals, as defined below:

• Individuals or groups of Individuals such as Independent Researchers or Research Teams, and those who are in the Research Organizations or Institute of Higher Learning and Research Institutes or who are in the process of creating a business of which the legal entity is not yet established. In the case of a group of Individuals, the group should designate one Individual, above the age of 18 years old as at the date of entry, who will participate in the Challenge on behalf of the team.

The goal of the Challenge is for Participants to submit contributions (or projects) meeting the requirements determined by the Sponsor in the Challenge brief, and that are formalized by deliverables. The brief includes information regarding various deadlines, details of the prizes, Sponsor requirements etc. (the “Brief”). The Brief is accessible through the Challenge website. 

6. DELIVERABLES

During the Challenge, Participants may upload any documents or other materials (such as texts, presentations, videos, etc.) relating to their project to the Challenge website in response and as a solution to the Sponsor’s Challenge (the “Deliverable”). 

To be eligible, Deliverables must (i) address the specific issue set out in the Brief, (ii) be in a common digital format, such as, DOC, DOCX, PDF, PPT, PPTX, KEY, ODT, MP3, MPEG, MOV, MP4, and (iii) be in English, and in general terms must comply with these Rules. 

If a Deliverable cannot be downloaded, is not in the right format or is incompatible, illegible, or unintelligible, the Deliverable will be disqualified. 

By submitting a Deliverable, the following needs must be respected:

• The Deliverable includes exclusive contributions from the Participant.
• Otherwise, if content from a third party has been used in the development of the Deliverable, all rights, authorizations and agreements necessary to submit the Deliverable and grant the rights mentioned herein have been obtained. The existence of uncredited third-party contributions in the Deliverable will result in the disqualification of the Deliverable and the related Participants; 
• No other individual and/or entity is entitled to claim any rights from the use of the Deliverable; and
• The content of the Deliverable does not and will not infringe or violate any rights of any third party or entity, including, without limitation, intellectual property rights, privacy, competition law, confidentiality, or any contractual or extracontractual right. All deliverables suspected of any law(s) and/or any third party’s right will be ineligible.

Participants are responsible for and shall bear any costs or expenses associated with preparing and submitting Deliverables. Participants assume all risk for damaged, lost, late, incomplete, invalid, incorrect or misdirected Deliverables. 

7. CHALLENGE PROCESS

Challenge Rounds. The Challenge consists of several rounds: 

• Round One | Application Phase. Deliverables will be accepted from October 4, 2021 – 09:00 (GMT+9)] to [December 13, 2021 – 23:59 (GMT+9). At the end of this Round, up to 20 winning Startups will be selected to proceed to Round Two.
• Round Two | Deepening Phase. Selected Startups will be invited for an online interview to take place on February 8-10, 2022 – Exact date will be communicated to the Participants later on. At the end of this Round, up to 8 winning Startups will be selected to proceed to the Mentoring part and the Final Round.
• Final Round | Final Event. Participants will be invited to pitch their project during an online or offline event - Exact details will be communicated to the Participants later on. 

Deliverable. If a Participant does not upload a Deliverable on the Challenge website before the deadline, this will be considered as a withdrawal from the Challenge. The Participant may not join the Challenge, and may not obtain any compensation from the Sponsor. 

Selection Criteria. Deliverables will be judged according to the Selection Criteria, described below. You agree and acknowledge that the Challenge relies on your creativity, capacity, ability, and ingenuity to solve difficult problems. The Challenge does not depend, even partially, on chance or luck, and therefore should not be considered as a lottery. Under no circumstances are factors such as appearance, religion, membership in a trade union, political opinions or sexual orientation considered. 

Notification to Participants. Once selection has been completed, Participants will be notified by email, phone, or by other means of the results of each Round. The Sponsor will be free to alter the dates on which results are released should this become necessary due to the number of projects to be assessed.  The ranking decided by the final jury will be announced on the day that presentations are made and will identify the Participants that are finalists.

Round One

All Round One Deliverables must be submitted before December 13, 2021 – 23:59 (GMT+9). Deliverables must meet the specifications set out in Section 6, above, and include: 

Documents:

• Introduction slides about your core team members.
• Optional: Startup presentation deck.

Questions in your application form:

• Value proposition of the solution
• Technical introduction of the product/solution
• Target Market
• What JXNMM core technology would you like to use?
• What JXNMM asset would you like to use?

Selection phase following Round One will proceed as follows: 

[Step 1: Criteria based voting]

“Criteria based” voting will take place from December 23, 2021 to January 12, 2022.

The voters Sponsor members (the “Voters”) may evaluate and select the Deliverables based on their content and the following criteria:

• Uniqueness/distinctiveness: How unique is your startup proposal?
• Business potential/growth potential: What is the growth potential of your business?
• Synergy with JXNMM:  Can your solution leverage JXNMM assets and core technologies?
• Social Impact: What is the level of impact of the solution on society?
• Feasibility of the solution: How easy will the solution be to implement?

Except as otherwise provided below, the 20 Participants with the highest score at the end of this vote will be considered for the Second round. 

Any attempt to cheat, use fake profiles, use third-party applications that enable false voting linked to cheating, or engage in duplicate voting of which the Sponsor becomes aware will result in the disqualification of the project that received these votes, and in the disqualification of this project’s Participants, who will not receive any prize or award. The Sponsor’s decision regarding disqualification is final and its decision may not be contested by Participants involved in the project in question or by any other Participant.

Participants will be informed of the results of Round One by January 12-13, 2022 at 23:59 (GMT+9).

Round Two

[Step 1: Interview]

The 20 selected Participants need to attend an online interview meeting on February 8-10, 2022 and prepare for a 20-min meeting with the Sponsor. (Exact details such as meeting timelines, agenda, questions will be communicated to the Participants later on.)

“Criteria based” voting will take place between February 8-10, 2022.

Participants must prepare a Deliverable which meets the specifications set out in Section 6 and which include:

• Strength of Team members
• Development Plan of your proposal
• Vision/Goal of your business and your proposal
• How do you envision a collaboration with JXNMM and what would you like to get out of it? (Expectation for JXNMM)

Except as otherwise provided below, the 8 Participants with the highest score at the end of this vote will win this vote and proceed to the Mentoring part and also the next round. 

Participants will be informed of the results of the Interview by February 17, 2022 23:59 (GMT+9) - Exact date will be communicated to the Participants later on.

[Step 2: Mentoring]

The selected 8 Participants will be connected with Mentors from the Sponsor and have access to a dedicated space on the Website.

During the mentoring phase, Mentors will work with the Participants for them to improve their Deliverables and prepare for the Final Round.

During the mentoring phase, Participants will need to prepare a Deliverable including the following:

• A document for the Final Round, including:

1. Problem being addressed
2. Solution offered 
3. Impact of the solution
4. Business model

• Additional that might be asked by the Mentors:
• Collaboration plan with the Sponsor brushed up from the previous Round
• Summary of the discussion during the Mentoring phase

The Deliverables will need to be submitted by March 18, 2022 at 23:59 (GMT+9).

Final Round 

Participants who have been selected to participate in the Final Round will be directly notified on the challenge platform. In the event a Participant does not confirm his/her attendance at the final event, the Sponsor reserves the right, at its sole discretion, to disqualify this Participant. This disqualification shall not entitle the Participant to claim any kind of compensation from the Sponsor. 

The Final Round consists of an oral presentation of the selected projects by the Participants. Participants are not required to upload a Deliverable to the Challenge website before the Final Round. 

At the end of the Final Round, the jury will choose the winning projects and will rank the finalists. 

8. PRIZES

The prizes are awarded to the winners of the Challenge and are subject to compliance with the following cumulative conditions:

• The Deliverables comply with Section 6 (“Deliverables”);
• Each Participant of a winning project complies with Sections 9 and 11;
• It can be proven that the winning Participants fulfil the conditions of eligibility of Section 4.

No prize will be awarded to winners who do not fulfill the above conditions.

Subject to these Terms and Conditions, once confirmed by Sponsor, the winner(s) will receive the following:

• Proof Of Concept
• GRAND PRIZE: USD 25,000 in cash for a Proof of Concept 
• RUNNER UP: USD 15,000 in cash for a POC 
• SECOND RUNNER UP: USD 10,000 in cash for a POC

Additional funding will be considered as needed to complete the project.

• Investment:

Possibility of investment in the business and connection to the Corporate Venture Capital of JX Nippon Mining & Metals

• Business collaboration: 

JX Nippon Mining & Metals will be supporting Startups, SMEs and/or Individuals to develop their business in Japan, by providing the following opportunities:

• Business collaboration with JXNMM and group companies
• Local business support in Japan
• Inviting the winning Startups, SMEs and/or Individuals  to JX Nippon Mining & Metals' exhibitions and other opportunities
• Access to JX Nippon Mining & Metals' assets related to R&D and manufacturing technologies (see more information here: https://www.nmm.jx-group.co.jp/english/rd_sp/core_tech/)

No assignment or transfer of prizes is allowed by a winner. If a potential winner cannot be reached, is unable to accept the prize or any portion of the prize for any reason, Sponsor shall have no further obligation to such potential winner. The Sponsor will not replace any lost or stolen prizes after being awarded to winners. Winners will accept the prize “as it is”. Sponsor disclaims any warranty regarding the Prizes. 

In the event a Participant (a winner) cannot be reached, by email or by phone, for more than three (3) months after the first attempt to reach them was made, he/she will be deemed as having waived their right to claim the prize and will not be entitled to any prize or any kind of compensation.  

If the prize as initially planned is unavailable, Sponsor will be free to substitute another prize of similar value. Any such decision is at Sponsor’s sole discretion.

Any Participant who does not fulfil the conditions of Participation as provided in the Rules during their registration and/or at any time during the Challenge will be summarily disqualified from the Challenge without prior notice and will not be entitled to any prize. In the event that a prize is awarded to a Participant who does not meet the conditions of Participation when registering or throughout the duration of the Challenge, Sponsor reserves the right to require the Participant to return the awarded prize.

9. COMMUNICATION

The Participant acknowledges and consents that Sponsor may, throughout the world and for the duration of the Challenge and for a period of one (1) year following the Final Round use the Challenge for publicity, including for Sponsor’s advertising or other marketing purposes, (by any means and through any format (website, advertising banners, social networks, newsletter, press release) now known or unknown to date, free of charge or for a consideration. 

In particular, you consent to the use, by the Sponsor, of your name and surname, your city and region of residence, the name of the institution in which you studied or in which you obtained your diplomas and other biographical information, your image, the information regarding the Prize (if you are a winner), the name of your company and its distinctive signs (if you are a Startup) and any other personal data that you submit with your Deliverables as well as the content of your Deliverables relating to the Challenge. 

As an example, each Participant authorizes the Sponsor to use the photographs taken during the Final to disseminate them via any communication medium.

Such use does not entitle the winner to any other payment than the Prize he/she received. The Sponsor agrees to cease use of the aforementioned elements in connection with the Participant at the end of the aforementioned period.

10. CONFIDENTIALITY

The Sponsor has no obligation to keep the information contained in the Deliverables confidential. In general terms, when submitting any Deliverables, the Participants understand, agree and accept that any information contained therein may be publicly disclosed by the Sponsor.

If you are a prize winner, the Sponsor may request that you execute a confidentiality/non-disclosure agreement for the purpose of entering into negotiations regarding the further development of your project, as described in your Deliverable.  Such confidentiality/non-disclosure agreement will be directed to your Deliverable and all intellectual property that it may contain.

Furthermore, Participants acknowledge that the Sponsor may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the information contained in any of the projects. Accordingly, nothing herein shall prohibit the Sponsor from independently acquiring, developing, or having developed for it, products, concepts, systems, services, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in any Deliverable. 

The Participants recognize that other Participants, individuals or entities may have provided to the Sponsor or others, or made public, or may in the future submit, or make public, content that is the same or similar to any piece of information contained in any of the projects. Hence, the Participants acknowledge, agree and accept that the Sponsor shall have the right to use such same or similar materials, and that the Participants will not be entitled to any compensation arising from the Sponsor’s use of such materials. 

11. INTELLECTUAL PROPERTY

Definitions. For the purposes of this section, 

• "Intellectual Property Rights" refer to any copyright or other rights over a brand, a design or a model and a patent that may be protected by national and/or international laws or conventions on intellectual property (“Intellectual Property Rights”).

• “Creations” refer to any software (including source and object code software), database, technical specifications, text, design, model, information, knowledge, method, process or product, as well as any resulting elements and/or processes likely or otherwise to be protected according to national and/or international laws or conventions on intellectual property developed by any Participant as a part of any submitted deliverable throughout the Challenge (“Creations”).

Warranty of non-infringement. When submitting any Deliverable, at any stage of the Challenge, each Participant guarantees to Sponsor that he/she is the co/owner and/or co/holder of the Intellectual Property Rights regarding all or part of the Creations  contained in the Deliverables submitted at any stage of the Challenge, and that he/she has obtained all rights and permissions regarding all pre-existing Creations and any elements of the Deliverables for which he/she does not hold the relevant rights.

Each Participant guarantees (i) that his/her contribution is original and unprecedented; (ii) that it does not infringe upon the copyright or any Intellectual Property Rights of any third party; (iii) that all the elements of which his/her submissions are formed, as well as all pieces of contributions and information communicated in the submission presentation documents are accurate, reliable and complete; and (iv) that the submission of the relevant Deliverables does not constitute an act of unfair competition of any kind.

It is compulsory for Participants to indicate the source of any pre-existing Creations of whichever nature and on whichever support that are included in any submitted deliverable. Any Deliverable involving several Participants constitutes a collaborative work and it should be treated as such in accordance with the applicable regulation in force.

Liability. Sponsor cannot be held liable for any infringement of the above provisions by Participants. Each Participant shall indemnify the Sponsor against any disturbance, action, claim, opposition and demand or eviction attempt from any third party in connection with any Creation in the Deliverables (Intellectual Property Rights included).

 

[Participant owner of Intellectual Property rights]

By submitting a Deliverable and participating in this Challenge, you are not granting the Sponsor any rights to any intellectual property supporting all of part of the Deliverable and the Sponsor makes no claim to ownership of your Deliverable or any intellectual property that it may contain. 

12. MODIFICATION OF RULES, SUSPENSION AND CANCELLATION OF THE CHALLENGE

Update of the Rules. The Sponsor reserves the right to amend these Rules at any time, including the Challenge duration in case of operational imperatives, without prior notice to Participants regarding the enforcement or the validity of these amendments.  Participants are encouraged to consult these Rules regularly. Participants expressly waive all claims or disputes related to any amendment to these Rules by the Sponsor. 

Should any paragraph of these Rules be declared or judged illegal, unenforceable or void by a court decision, the paragraph in question will be considered null and void, but all other unaffected paragraphs will be enforced within the limits of the law.

Challenge Cancellation or Suspension. The Sponsor reserves the right in its discretion, to (i) cancel, terminate, modify or suspend the Challenge and these Rules, for any reason, at any time and without any liability, and (ii) to limit or restrict participation in the Challenge. The Sponsor will not be held liable for the modification, cancellation or suspension of the Challenge and no compensation or remuneration will be due to the Participants.

13. LIMITATION OF LIABILITY

The Sponsor will in no way be held liable in the event of breakdown or failure, regardless of the cause, of any telecommunications network used that causes Participants difficulty in or prevents Participants from identifying themselves on or gaining access to the Challenge website.

Participants agree that company, its affiliates and all of their respective officers, directors, employees, contractors, representatives and agents (“released parties”) will have no liability whatsoever for, and will be released and held harmless by participants for any claims, liabilities, or causes of action of any kind or nature for any injury, loss or damages of any kind including direct, indirect, incidental, consequential or punitive damages to persons, including without limitation disability or death.  Without limiting the foregoing, everything on the challenge website and in connection with the challenge is provided “as is” without warranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.  Some jurisdiction may not allow the limitations or exclusion of liability for incidental or consequential damages or exclusion of implied warranties, in which case such limitation or exclusion shall apply only to the extent permitted by the law in the relevant jurisdiction. 

Participation in the Challenge implies acknowledgement and acceptance of the characteristics, limits and risks of the internet and related technologies, particularly with regards to performance, response time, security of software and computer equipment against various potential attacks, such as viruses, logic bombs or Trojans, and loss or misuse of data. As a result, the Sponsor will not be held liable in any way for any damage incurred by Participants arising from these characteristics, limits and risks, which Participants accept by registering and taking part in the Challenge.

The Sponsor will not in any case be held liable for damages resulting from faults with or delays in the submission of deliverables by Participants, including refusal to accept these deliverables as a consequence of their submission outside the deadlines set out in the Rules, from faults with or delays to the sending of any emails by the Participant sent as part of the Challenge, or from any alterations made to the deliverables independently of the Sponsor.

The Sponsor will not in any case be held liable for damages resulting from services provided by a third-party relating to the prizes.

The Sponsor will not be held liable for the consequences of a Participant’s disqualification from the Challenge as a result of their violation of these Rules.

14. PERSONAL DATA PROTECTION

Participation in the Challenge requires the communication of the Participant's personal data ("Personal Data").

Participant’s personal data is subject to processing within the meaning of the regulations on the protection of personal data (The EU 2016/679 General Data Protection Regulation and the Council of 27 April 2016, known as GDPR) for which the Sponsor defines the purposes and means and is, as such, “Data controller” within the meaning of the GDPR.

The purposes of the processing are: 

• To meet the organization of the challenge needs 
• To organize the intermediation between the Participant and the Sponsor, to ensure identification, communication and preservation of the exchanges with the Participant

In accordance with the provisions of the GDPR, the Sponsor undertakes to implement organizational and technical security measures in order to protect all Participant’s Personal Data. The Sponsor undertakes these measures? to allow the exercise of Participants’  rights from GDPR.

15. CLAIMS

Any Participant’s claims arising from the Challenge, should be addressed no later than thirty (30) days following the Challenge end date to: 

• yamaoka.toshiyuki@jxgr.com 
• isano.taisuke@jxgr.com
• yamamoto.hiroshi.657@jxgr.com

All claims must include: (i) the Participant’s complete contact details (name, address, email address and phone); (ii) the name of the Challenge; and (iii) a clear and detailed explanation for the claim.

16. APPLICABLE LAW AND DISPUTES RESOLUTION

The Challenge and any action related thereto shall be governed by the law applicable in Japan.

In case of persistent litigation beyond a period of fifteen (15) days after the Participant has filed a claim, the Sponsor and the Participant undertake to submit their dispute to an amicable conciliation prior to any legal proceedings. The party wishing to initiate conciliation shall inform the other party by means of a registered letter with acknowledgment of receipt in which it will inform of its intentions and will explain the cause. If no agreement is reached between the parties within thirty (30) days after receipt of the registered letter, the parties regain their freedom of action.

In case of persistent disagreement on the application or interpretation of the Rules, and in the absence of an amicable settlement, any dispute that may arise between the parties, will be subject to the exclusive jurisdiction of the (Japanese) courts to which the parties expressly grant jurisdiction, even in the case of multiple defendants, in summary proceedings, appeal by guarantee or by motion or any other jurisdiction.