WORDEO CHALLENGE COMPETITION TERMS AND CONDITIONS
These terms and conditions create a contract between you and Wordeo Ltd (the “Agreement”). Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree.”
We are: Wordeo Ltd a company registered in England and Wales with the number 082607710 whose registered office is at 3 Baltic St East London EC1Y 0UJ (“Wordeo”). This Agreement governs the Terms and Conditions under which you enter into the “Wordeo Challenge” competition and through which you can access Wordeo iOS and Android code base via BitBucket.
WHY ARE WE ENTERING INTO THIS AGREEMENT?
The Wordeo Challenge (“the Competition”) is a skills competition sponsored by Wordeo Ltd. where competing teams of individuals, or groups of individuals, submit ideas and prototype applications, making use of the Wordeo code base and technical assets, for a use by consumers or businesses for any purpose.
By applying to or participating in the Competition, you agree to these Official Rules. Please read them carefully.
- Determination of compliance with entry and other requirements and these Official Rules will be in the sole discretion of Wordeo Ltd.
- Entrants must be 18 years or older
- Entrants must be legally able to own shares in a UK company
- Entrants must be able to demonstrate to the satisfaction of Wordeo Ltd that they have the capacity, resource, skills and commitment necessary to develop their concept to market ready roll out.
- Employees or former employees, agents, contractors or consultants of the Promoter (as defined below) and their immediate families, the Promoter's associated companies and anyone else professionally connected with the Competition are excluded from entry.
- The Competition Entry Period is from 14th February 2017 at 09:00 to 24th April 2017 at 23:59 (BST) ("Entry Period"). Entrants must have registered their team during this period.
- The Competition is free to enter and no purchase of any kind is necessary.
- Wordeo may provide Entrants selected to participate in the Competition access to software, software development kits, libraries, APIs, documentation, sample code, templates, data sets, and related materials (“Program Materials”) that may only be used in connection with the Competition. If an Entrant uses any Program Materials, he or she is subject to and agrees to comply with Wordeo’s Program Materials License Agreement, which will be provided as the need to access Program Materials arises. Program Materials may include APIs, data sets, and other materials that are not public (“Non- Public Materials”).
- Entry submissions may not involve any
- pornography, nudity, or sexually explicit imagery;
- abusive, offensive or hateful imagery or language;
- harassing or defamatory content;
- content that compromises the privacy or safety of yourself or others;
- content that demeans a particular gender, sexual orientation, disability, religion, ethnicity or nationality;
- violent or dangerous behaviour; and/or
- spam, or other unsolicited commercial activities that may breach privacy laws or best practice as decided by Wordeo Ltd at its sole discretion.
- The cash prizes will only be paid by electronic bank transfer to a single bank account. Teams of more than one individual must nominate an individual person and their bank account to receive the cash prize. Teams must comply with any relevant KYC or anti money laundering requirements of relevant banks.
- In the event of a dispute, Wordeo’s decision is final and no correspondence or discussion will be entered into.
- Wordeo reserves the right to cancel the Competition or amend these Terms at any stage, if deemed necessary in its opinion or if circumstances arise outside its control.
- The Winner agrees to take part in any reasonable publicity required by Wordeo Ltd..
BY ENTERING, ENTRANTS WARRANT THAT:
- Entries are the original work of the Entrant Team or an update to an original work of the Entrant Team;
- Entries do not infringe or violate the rights of any third party, including but not limited to, copyrights, trademarks or copyrighted material not owned by the Entrant Team, contract and licensing rights, rights of publicity or privacy, moral rights, or any other intellectual property rights; and
- Entries are not subject to any third party agreements, and that Wordeo will not be required to pay or incur any sums to any person or entity as a result of its exercise of any rights granted under these Official Rules and each Entrant agrees to fully indemnify Wordeo against any claims by any third party arising from any breach of these Terms.
What will win? We are interested in entries that:
- Solve a clear customer friction or address a meaningful customer or consumer need (emotional as well as functional)
- Have clear competitive advantages
- Have a practical and realistic business model
- Use Wordeo’s technology in new ways
- Are an individual or team with proven capacity, skills and commitment to develop the idea into a market ready product
- We will also consider
- How easy is it to use?
- How useful is it?
- What potential does it have?
- How engaging is it?
CONFIDENTIALITY AND OWNERSHIP OF INTELLECTUAL PROPERTY
As part of the Competition we agree that we are going to share information with each other that is confidential to each of us / our businesses. We both recognise that it is important to us / our businesses that our Confidential Information remains confidential.
The agreement is that each of us will keep the information provided by the other secret except under the “When can Confidential Information not be kept secret” section below.
“Confidential Information” means
- all confidential information, technical data, or know how (including information which relates to commercially sensitive matters such as business operations, finances, passwords, marketing plans, promotions, planograms, operating plans, customers, suppliers, people, products, services and future business plans and other similar information) which is disclosed by one party to this Agreement to the other: (i) whether in connection with the Purpose or not; (ii) which the party receiving it knew or ought reasonably to have known was of a confidential nature whether or not the information is marked as being confidential or secret; and (iii) in whatever format the information appears and whether it is written down or not;
- all intellectual property rights in the materials listed above, including:
- any copyright, design rights, patents, inventions, logos, business names, service marks and trademarks, internet domain names, moral rights, rights in databases, data, source codes, reports, drawings, specifications, know how, business methods, trade secrets, whether registered or unregistered and the right to sue for passing off;
- applications for registration and the right to apply for registration for any of these rights; and
- all other intellectual property rights and equivalent or similar forms of protection; existing anywhere in the world.
- the existence or terms of any arrangements or agreements which Wordeo may enter into with You in connection with the Competition.
“Purpose” is the submission of and evaluation of proposals in the Wordeo Challenge Competition.
“us” means both Wordeo and You.
WHAT YOU AGREE TO
You agree with Wordeo that You will:
- keep Wordeo’s Confidential Information secret;
- not treat Wordeo’s Confidential Information with any less care than You use in relation to Your own Confidential Information of a similar kind;
- do what You reasonably can to ensure the security of Wordeo’s Confidential Information;
- only use Wordeo’s Confidential Information for the Purpose (which we have agreed above in the “Definitions” section);
- only share Wordeo’s Confidential Information with those of Your employees and/or professional advisors (such as lawyers or accountants) who need it to do their jobs in connection with the Purpose. Before sharing Wordeo’s Confidential Information with those employees and professional advisors, You agree to make them aware of the confidential nature of the Confidential Information.
- not share Wordeo’s Confidential Information with anyone else without Wordeo’s permission;
- write to Wordeo for permission (it is up to Wordeo if we give You permission or not) if You want to share Wordeo’s Confidential Information with anybody else explaining with whom and why You want to share it; and
- not make or keep any copies of Wordeo’s Confidential Information unless Wordeo has agreed in writing that You can.
WHAT WORDEO AGREES TO
Wordeo agrees with You that we will:
- keep Your Confidential Information secret;
- not treat Your Confidential Information with any less care than Wordeo uses in relation to Wordeo’s own Confidential Information of a similar kind;
- do what we reasonably can to ensure the security of Your Confidential Information;
- only use Your Confidential Information for the Purpose (which we have agreed above in the “Definitions” section);
- only share Your Confidential Information with those of Wordeo’s employees and/or professional advisors (such as lawyers or accountants) who need it to do their jobs in connection with the Purpose. Before sharing Your Confidential Information with those employees and professional advisors, Wordeo agrees to make them aware of the confidential nature of the Confidential Information.
- not share Your Confidential Information with anyone else without Your permission;
- write to You for permission (it is up to You if you give Wordeo permission or not) if Wordeo want to share Your Confidential Information with anybody else explaining with whom and why Wordeo wants to share it; and
- not make or keep any copies of Your Confidential Information unless You have told Wordeo that we can.
WHEN CAN CONFIDENTIAL INFORMATION NOT BE KEPT SECRET?
Both of us agree that this Agreement does not apply to Confidential Information which:
- is generally available to the public in the same form in which it was provided under this Agreement, (unless that’s because either of us broke our agreement with the other and failed to keep secret the Confidential Information we’d been given by them);
- is disclosed to the party who received it by an independent third party who is not under an obligation to keep it secret (as can be demonstrated by the receiving party’s written records or other reasonable evidence);
- was already known by the party who received it without an obligation to keep it secret at the time it was received from the other party (as can be demonstrated by the receiving party’s written records or other reasonable evidence);
- must be provided in circumstances where the party who received it has no choice because the law says it has to be provided. Before any Confidential Information is disclosed in these circumstances, the party who is required to disclose it must, as far as the law allows it to do so, consult with the other party about why and how the Confidential Information will be disclosed and take into account any reasonable requests made by the other party.
This Agreement will last for 5 years from the last date of signature of this Agreement (shown below) unless it is brought to an end earlier by us either:
- entering into a new agreement which expressly states that it replaces this Agreement; or
- otherwise agreeing in writing that this Agreement will end on a given date.
When this Agreement ends, each of us agrees:
- to stop any and all use of the others Confidential Information; and
- to return or, on request, destroy all documents, records and materials (including copies) which contain, incorporate or have been based on the Confidential Information except that we are each entitled to keep any documents, records and materials which we are required to keep by law or to the extent that the Confidential Information has been incorporated into board papers
OTHER THINGS WE AGREE
Each of us agrees that:
- we will not make any public announcement about the existence of this Agreement or its terms without permission in advance from the other;
- if at any time either of us has a claim against the other and don’t pursue that claim quickly, that doesn’t mean the claim can’t be pursued when we are ready;
- if a court says that part of this Agreement isn’t enforceable in law, that doesn’t mean the rest of it isn’t;
- this Agreement contains everything agreed between us in relation to Confidential Information provided in relation to the Purpose;
- in deciding to sign this Agreement and provide the Confidential Information, neither of us has relied on anything the other has said or done i.e. this Agreement says it all!;
- this Agreement can only be amended if both of us agree the amendments in writing;
- each of us remains the owner of all our respective rights in the Confidential Information, including any and all intellectual property rights, and nothing in this Agreement grants either of us any rights or licences to use the other party's Confidential Information other than to use the Confidential Information for the Purpose in the way each of us has agreed to use it under this Agreement;
- each of us is entering into this Agreement for our own benefit and not for the benefit of any other person. Any person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of any term of this agreement;
- if things go wrong and there is a dispute which cannot be resolved by discussion between us, English law will apply and any outstanding issues will be resolved by the English Courts;
- if either of us asks the other for our Confidential Information back before this Agreement ends, the other will provide it within 7 days of being asked for it and will not keep copies other than any information which is required by law or to the extent that the Confidential Information has been incorporated into board papers; and
- if any breach of the Agreement by either of us can't be compensated by payment of money alone, the other can go to court to ask the court to stop disclosure of the Confidential Information by us.
It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Country of England, without regard to the jurisdiction in which any action or special proceeding may be instituted.