The FinAccelerate DeFi Challenge (the “Challenge”) is organized by Jones Day (the “Organizer”). Any party that makes a submission to the Challenge or otherwise provides or shares any information or content with the Organizer in connection with the Challenge (such submission, information or content, a “Submission”) (the “Participant”) agrees to be bound by these Challenge Rules and Conditions (the “Rules”) in full and any decisions of the Organizer or Judges (DeFined below), which are binding and final on matters relating to this Challenge.
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Binding Agreement
By submitting a Submission to this Challenge and for other good and valuable consideration, the receipt and sufficiency of which the Participant acknowledges, the Participant hereby agrees to be bound by these Rules. These Rules form a binding legal agreement between the Participant and the Organizer in connection with the Challenge.
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How to Enter
To enter the Challenge, a Participant must submit a completed submission form on the FinAccelerate website or by email as instructed herein. Submissions must include all required information and be received by the deadline that is announced by the Organizer. The Organizer, in its sole discretion, will determine if any Submission meets the Required Quality Threshold for acceptance into the Challenge or to be published or considered.
All submissions must include the following Required Information: (i) a bona fide intelligible and logical submission written in English; (ii) a unique and innovative proposal; and (iii) include proposed solution(s) to some or all of the issues outlined in connection with Decentralized Finance (DeFi) as part of the Challenge. Submissions must be respectful and not include any offensive language or propose any discrimination of any kind including with respect to race, color, religion, sex, national origin, age or disability. Submissions must not be submitted by any person or any person or entity from any country that is subject to sanctions by the Office of Foreign Assets Control ("OFAC"),
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Judging and Selection
Eligible Submissions may be evaluated by one or a panel of judges selected by the Organizer in its sole discretion (the “Judge(s)”). Judges may be the Organizer’s partners, employees, agents, other related persons or other third parties, who may or may not be listed individually on the FinAccelerate Website, and may change beforeor during the judging period. The Judge(s) will have sole discretion in the selection process. At the conclusion of the judging period, the Judge(s) will select one or more Participants (the “Selected Participant(s)”)for access to designated virtual meetings with selected influencer individuals and/or companies (the number of selected participants being in the sole discretion of the Organizer). The Judge(s)’ and Organizer’s decisions are final and binding on all matters. The Organizer reserves the right to disqualify any Submission for any reason and at any time, in its sole and absolute discretion. The Organizer is not required to entertain or respond to any queries, complaints, or correspondence in relation to the selection process or the Judge(s)’decision. Participants agree not to question or make any negative statements or assertions in connection with the judging and selection process or the Challenge and the Organizer in any way. The Organizer does not guarantee or make any representations or warranties that the Selected Participants will receive funding, business advice, or other future engagements from any third parties it may meet or interact with through the Challenge process. The Selected Participants will be responsible for their own funding, interactions and negotiations with any such third parties and the Organizer shall not be liable for any funding, investment, business advice, or engagement received by the Selected Participant (or lack thereof).
The Judge(s)’ and Organizer’s decisions are final and binding on all matters. The Organizer reserves the right to disqualify any Submission for any reason and at any time, in its sole and absolute discretion. The Organizer is not required to entertain or respond to any queries, complaints, or correspondence in relation to the selection process or the Judge(s)’ decision. Participants agree not to question or make any negative statements or assertions in connection with the judging and selection process or the Challenge and the Organizer in any way.
The Organizer does not guarantee or make any representations or warranties that the Selected Participants will receive funding, business advice, or other future engagements from any third parties it may meet or interact with through the Challenge process. The Selected Participants will be responsible for their own funding, interactions and negotiations with any such third parties and the Organizer shall not be liable for any funding, investment, business advice, or engagement received by the Selected Participant (or lack thereof).
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Intellectual Property
Subject to the licenses granted to the Organizer in these Rules, as between the Organizer and the Participant, the Participant will remain the owner of the intellectual property rights in its Submissions.
Upon the sharing of any Submission with the Organizer or otherwise making available any Submission to the Organizer (including through the FinAccelerate website, by email or through a third party), the Participant hereby grants and agrees to grant to the Organizer, a perpetual, irrevocable, worldwide, royalty-free, sublicenseable and non-exclusive license to use, reproduce, publicly perform, publicly display, create a derivative work of, publish, distribute and modify the Submission for the purposes of performing and executing the Challenge, including allowing the Organizer and the Judge(s) to evaluate the Submission, advertising, marketing and promoting the Challenge and publicly performing, publicly displaying and distributing the Submission in connection with the Challenge to the public (which may include screenshots, animations, and video clips derived from the Submission) or any other purpose that you may consent to in writing from time to time. A Participant must not under any circumstance include any confidential, proprietary or sensitive information or content owned by any third party in its Submission. Without limiting the above, certain Submissions may be collated and compiled in a publication that may be published and circulated to third parties chosen by the Organizer, including the FinAccelerate influencers, and may otherwise be made publicly available.
Once a Submission or part thereof is shared by the Organizer with a third party as contemplated in these Rules, the Organizer may not have control over and shall not be liable for how the third party or other third parties may use the Submission, including the purposes for which they may use the Submission, or their acts or omissions in connection with the Submission.
For the purposes of these Rules, a Submission includes any content or information found in any hyperlinks or other links contained in a Submission, and any logos, trademarks and corporate names included in a Submission.
If the Participant provides the Organizer with any feedback or suggestions about the Challenge, the Organizer may use such feedback and other suggestions without any restriction or obligation to compensate the Participant and the Organizer is under no obligation to keep them confidential.
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Publicity
The license in Section 4 above includes a license and consent to use any name, likeness, photograph, biographical information, hometown and state, voice, opinions, comments and other personal information included in the Participant’s Submission, without additional consideration, compensation, permission, attribution or notification.
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Privacy
As part of participating in the Challenge, a Participant will submit information, including personal information, requested by the Organizer to process Participant’s Submission and participation in the Challenge. The Organizer will disclose some or all of this information with Judges and other participants as contemplated by these Rules. The Organizer will also use, share with third parties, and process personal information provide by Participant to (a) administer, organize, improve, and manage the Challenge, (b) to process, market and promote Participant’s Submission and/or involvement with the Challenge, (c) for business and operational purposes based on the legitimate business interest of the Organizer, (d) to publish and publicize the submissions received from Participants; and (e) as further provided in the Organizer’s Privacy Policy (https://www.jonesday.com/en/privacy). Accordingly, a Participant agrees to such uses, sharing and processing of its personal information. The Organizer will be the “data controller” or “business owner” of the Participant’s information or data as such terms are DeFined under applicable data privacy laws. Because the Participant is submitting personal information or data through the internet or by email, the Organizer does not guarantee that such information will be fully secure. Hence, the Organizer shall not be liable for and bears the risk of any system interruptions, security violations or interception of the contents of the Submission. Further, Organizer represents and warrants that any information that identifies a natural person provide to Organizer is based on the informed consent of such person to the extent required by such laws.
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Representations, Warranties, Covenants and No Attorney Client Relationship
The Participant represents, warrants and covenants to the following: (a) if the Participant is an organization, it has all requisite corporate power and authority (or if it is not a corporation, it has sufficient power and authority under its organizational documents or agreements) to enter into these Rules; (b) any Submission submitted by or on behalf of the Participant, the Organizer’s and any third party’s receipt or use of such Submission as contemplated by these Rules and the Participant’s entry into and performance of these Rules do not and shall not infringe or misappropriate any third party's rights (including any intellectual property rights or rights of confidentiality or privacy of a third party), violate any applicable law or result in the Participant breaching any obligation that it owes to any third party; (b) the Participant has and shall maintain all necessary and adequate licenses, approvals, permits, assignments and consents (as applicable) to enter into these Rules and to perform its obligations and provide all assignments, licenses and other rights to the Organizer as contemplated by these Rules; (c) neither the Participant nor its representatives or personnel who are involved in the performance of these Rules have been indicted or convicted of or have had a civil judgment rendered against them for the commission of fraud, a criminal offense or any act of moral turpitude; (d) its Submission is the Participant’s original idea, is not copied from and does not plagiarize any third party source; (e) its Submission does not contain any material which is (or promotes activities which are) in the Organizer’s sole discretion, hateful, slanderous, libelous, tortious, obscene, inappropriate, discriminatory, illegal, offensive, threatening, profane, or harassing or otherwise contrary to any applicable laws; and (f) the Participant is not a sanctioned person or entity by the United States government, the European Union or the United Kingdom.
The Participant shall immediately notify the Organizer if it becomes aware of its breach of these Rules, including this Section 7.
No Attorney-Client Relationship. Any communications made within the scope of the Challenge should not be relied upon as legal advice, either in general or on any specific facts or circumstances. The Challenge is not an offer to represent any party, nor is it intended to create an attorney-client relationship either between the Participant and the Organizer or any other party and/or any other Participant.
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Indemnity; Disclaimer and Liability
The Participant shall defend, indemnify and hold the Organizer and its partners, employees, other personnel and all parties connected or involved with the FinAccelerate program harmless from and against any claims, demands, actions, proceedings, or losses, liabilities, damages and all related costs and expenses (including legal fees and costs of investigation, litigation, settlement, judgment, appeal, interest and penalties) suffered or incurred by any of them arising out of or in connection with any negligence or misconduct of the Participant or its representatives, any breach of these Rules by the Participant or its representatives or the Organizer’s exercise of the rights and licenses granted to the Organizer by the Participant under these Rules.
Everything regarding the challenge is provided "AS IS" without warranty of any kind, either express or implied.
The organizer's liability shall be limited to the fullest extent permitted by law and in no event shall the organizer or its partners, employees or other personnel be liable for any special, indirect, consequential, incidental or punitive damages, or any loss of business, loss of profits or revue, business interruption, loss of goodwill or reputation or loss of expectation, whether or not the organizer has been advised of the possibility of such loss or damages.
To the extent the organizer's liability has not already been excluded above or otherwise, the organizer's maximum aggregate potential liability to the participant under these rules or in connection with the challenge shall be limited to $50.
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Right to Disqualify, Cancel, or Modify
The Organizer reserves the right to disqualify the Participant from the Challenge for any reason, including in the event the Organizer suspects that the Participant has breached any terms in these Rules.
The Organizer reserves the right to suspend, cancel, or modify the Challenge at any time as determined by the Organizer in its sole discretion. The Organizer retains the discretion to make all decisions regarding the interpretation and application of these Rules, including any ambiguities.
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General
If any provision of these Rules is or becomes invalid, illegal, or unenforceable in any respect under the law of any jurisdiction:
- The validity, legality, and enforceability under the law of that jurisdiction of any other provision; and
- The validity, legality, and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby.
Any dispute, claim or controversy arising out of or relating to these Rules or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties agree to keep any such arbitration confidential and not disclose to any person the existence of any arbitration, any information, testimony or documents submitted during any arbitration, and any award, unless and to the extent that disclosure is required by law or is necessary for purposes of our liability insurance or is necessary for these or for permitted court proceedings, such as proceedings to recognize or enforce an award.
These Rules and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, exclusive of conflict or choice of law rules.
The parties acknowledge that these Rules evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Rules shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
In any arbitration arising out of or related to this Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages.
These Rules make up the entire agreement between the Participant and the Organizer regarding the Challenge.