Contest Terms and Conditions

These Terms and Conditions ("Terms") govern participation in any hackathon or other similar contest (each a "Contest") organized, hosted, or otherwise facilitated by Recall Foundation ("Recall" or "Sponsor"). By registering for or participating in any Contest, you ("Participant" or "you") agree to be bound by these Terms, which are intended to apply across all Contests that Recall may organize from time to time, regardless of format, theme, or location (including virtual events). Additional event-specific rules, eligibility requirements, or guidelines ("Contest-Specific Rules") may also apply to individual Contests and will be made available prior to each event. In the event of any conflict, such additional Contest-Specific Rules will supplement and, to the extent necessary, supersede these Terms.

ANY CONTESTS ARE VOID WHERE PROHIBITED BY LAW. BY PARTICIPATING, YOU AGREE TO THESE TERMS AND CONDITIONS. NO ENTRY FEE.

Eligibility

In order to be eligible to participate in any Contests, you represent and warrant that: (i) you are at least eighteen (18) years of age and possess the legal capacity to enter into a binding agreement with Recall; and (ii) you are not under any sanctions imposed or enforced by any national or international authority, nor should you be listed on any roster of prohibited or restricted entities, inclusive of, but not limited to, those maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, or any other pertinent governmental authority. Furthermore, you are neither a citizen of nor domiciled within any nation or region subjected to comprehensive sanctions, including, but not limited to, Cuba; the Democratic People's Republic of Korea; the Crimea, Donetsk or Luhansk regions of Ukraine; Iran; or Syria.

Your Participation

Unless otherwise stated in the Contest-Specific Rules, (i) you can participate either as part of a team or on an individual basis; (ii) switching teams is not allowed; and (iii) Sponsor is not responsible for, and will not assist in resolving, any disputes between team members.

Entry Criteria

The guidelines for entries will be set forth in the Contest-Specific Rules. Unless otherwise stated in the Contest-Specific Rules, each team may only submit entry for a Contest (the "Entry"). Incomplete Entries or Entries that do not otherwise meet the criteria set forth in the Contest-Specific Rules may be disqualified.

Scoring of Entries

At least one representative from the Sponsor will be responsible for judging Entries. The Entries will be judged according to the following criteria specified in the Contest-Specific Rules.

The Entry that earns the highest overall score will win. The decisions of the judges will be final. In the event of a tie, judges will deliberate to determine the winner. Each Participant or team must be available during the judging period to demonstrate the Participant's or team's Entry. The judging period may be extended by Sponsor for any length of time, in Sponsor's discretion. If a judge or Participant identifies to Sponsor a conflict of interest, that judge will be recused from judging the Entry with the conflict and an alternate judge will be identified as a substitution for the judge with the conflict. Each Entry must be original, of the Participant's or Participant's teams own creation and must not have been entered in any other competition or program similar to the applicable Contest, including other competitions conducted by Sponsor. Entries may be subject to a due diligence review at any time for eligibility and compliance with these Terms. Determination of eligibility and compliance is at the sole discretion of Sponsor. Sponsor reserve the right to disqualify any Entry if the Entry or a Participant or a Participant's team does not comply with these Terms. Sponsor reserves the right to conduct a KYC or other identity verification process to ensure the winner(s) meet the eligibility criteria set forth herein.

Ownership of Entries

Participant represents and warrants that the Entry does not violate any agreement or obligation to any invention assignment, proprietary information, confidentiality, non-solicitation, noncompetition or similar agreement with any employer or other person. Participant represents and warrants that the Entry is and will be Participant's own original work and does not and will not infringe the intellectual property or proprietary rights of any third party, including, without limitation, any third party patents, copyrights or trademarks. Participant hereby agrees not to instigate, support, maintain or authorize any action, claim or lawsuit against the Sponsor, or any other person, on the grounds that any use of a Participant's Entry, infringes any of Participant's rights as creator of the Entry, including, without limitation, trademark rights, copyrights and moral rights or "droit moral." Participant will retain ownership of its Entry; provided that Participant hereby grants Sponsor, its subsidiaries, agents and partner companies, a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, adapt, modify, publish, distribute, publicly perform, create a derivative work from, and publicly display the Entry: (a) for the purposes of allowing the Sponsor to evaluate the Entry for the applicable Contest, (b) for the purposes of improving the Sponsor and third party products, services, systems and networks and (c) in connection with advertising and promotion via communication to the public or other groups. Nothing herein shall constitute an employment, joint venture, or partnership relationship between Participant and Sponsor. Participants will not receive any compensation from Sponsor in connection with any Entries. Each Participant acknowledges and agrees that Sponsor or other Participants or third parties may have developed or commissioned works which are similar to the Entry of Participant or Participant's team, or may develop something similar in the future, and each Participant waives any claims that Participant may have resulting from any similarities to the Entry of Participant or Participant's team.

Prizes and Awards

The prizes and awards to be awarded will be specified in the Contest-Specific Rules. The odds of winning may depend on the total number of eligible Entries received. No substitution of prizes is permitted, except at the sole option of Sponsor for a prize of equal or greater value. Sponsor will not replace any lost or stolen prizes. Winners are solely responsible for any and all federal, state, provincial and local taxes, if any, that apply to prizes. Winners will be notified within ten (10) business days following conclusion of the judging process and may be required to sign and return an affidavit of eligibility and publicity/liability release within seven (7) days of notification and if applicable will be issued a 1099-MISC tax form. If a selected winner cannot be contacted, is ineligible, fails to claim a prize and/or where applicable an affidavit of eligibility and publicity/liability release is not timely received, is incomplete or modified, the prize may be forfeited and an alternate winner will be selected from remaining valid, eligible Entries timely submitted.

Publicity

Except where prohibited, by participating in a Contest, Participant consents to the use of his/her name, photo and/or likeness, biographical information, entry and statements attributed to Participant (if true) for advertising and promotional purposes, including without limitation, inclusion in Sponsor's newsletters, Sponsor's website at recall.network, and any of the Sponsor's social media accounts or outlets without additional compensation.

Indemnity

You agree to release, indemnify, defend and hold Sponsor and their parents, affiliates, subsidiaries, directors, officers, employees, sponsors and agents, including advertising and promotion agencies, and assigns, and any other organizations related to the Contests, harmless, from any and all claims, injuries, damages, expenses or losses to person or property and/or liabilities of any nature that in any way arise from participation in the applicable Contest or acceptance or use of a prize or parts thereof, including without limitation (i) any condition caused by events beyond Sponsor's control that may cause the applicable Contest to be disrupted or corrupted; (ii) any claim than an Entry infringes third party intellectual property or proprietary rights; (iii) any disputes among team members, (iv) any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of the prize, or acceptance, possession, or use of the prize, or from participation in the applicable Contest; (v) any printing or typographical errors in any materials associated with the applicable Contest; technical errors that may impair your ability to participate in the applicable Contest; or (vi) errors in the administration of the applicable Contest.

DISCLAIMER

IN NO EVENT WILL SPONSOR BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN ANY CONTESTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

General

The Contests are offered by Sponsor, which is not responsible for (i) late, lost, damaged, incomplete, or misdirected Entries, responses, or other correspondence, whether by e-mail or postal mail or otherwise; (ii) theft, destruction, unauthorized access to or alterations of Entries; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties. Sponsor reserves the right, in its sole discretion, to cancel, modify or suspend any Contests in whole or in part, in the event of fraud, technical or other difficulties or if the integrity of the Contest is compromised, without liability to the Participants. Sponsor reserves the right to disqualify any Participant, as determined by Sponsor, in its sole discretion. These Terms are governed by the law of the Cayman Islands, without reference to rules governing choice of laws, unless any laws where Participant is located prohibits the application of any extraterritorial laws. Sponsor's failure to enforce any term of these Terms shall not constitute a waiver of that provision.

Dispute Resolution Through Arbitration

Mandatory Arbitration of Disputes

Each party agrees that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or any Contests (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Recall agree that Cayman Islands law governs the interpretation and enforcement of these Terms, and that you and Recall are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

Exceptions

Notwithstanding the foregoing: (i) either party may seek to resolve a Dispute in the Summary Court of the Cayman Islands if it qualifies; (ii) either party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights; and (iii) either party may assert individual claims in small claims court, if the claims qualify (collectively, "Excluded Claims").

Conducting Arbitration and Arbitration Rules

Any Disputes arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by binding arbitration to be administered by the Cayman International Mediation and Arbitration Centre (CI-MAC) in accordance with the CI-MAC Arbitration Rules (the "Arbitration Rules") in force as at the date of these Terms, which Arbitration Rules are deemed to be incorporated by reference to these Terms. The arbitration shall be conducted in the English language and the place of arbitration shall be in a mutually agreed upon location. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the Arbitration Rules. The decision of the sole arbitrator to any such dispute, controversy, difference or claim shall be in writing and shall be final and binding upon both parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or in relation to these Terms shall be instituted in any court of any jurisdiction. If any litigation or arbitration is necessary to enforce the terms of these Terms, the prevailing party will be entitled to have their attorney fees paid by the other party. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.

Arbitration Costs

Responsibility of payment of all filing, administration and arbitrator fees will be governed by the Arbitration Rules. We each agree that the prevailing party in arbitration will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

Injunctive and Declaratory Relief

Except for any Excluded Claims, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

Class Action Waiver

YOU AND RECALL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this dispute resolution section shall be null and void.

Severability

If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

Winner's List

For a list of winners, send an email message to info@recall.foundation with "Winner's list" as the email subject and Contest name specified in the body of the e-mail.