Terms and conditions

SecurityPal Hackathon T&C

Participation in the SecurityPal, Inc. Hackathon (as further described below) is subject to the following “Terms and Conditions.”

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These SecurityPal Hackathon “Terms and Conditions” are made between SecurityPal, Inc., a Delaware corporation with its principal place of business at 415 Mission Street, Floor 37, Suite 117, San Francisco, CA 94105 (“SecurityPal”), and Participant (defined below) and govern the Participant’s attendance at the Hackathon.

“Participant” means a person or entity that accepts and agrees to these Terms and Conditions as of the earlier date (“Start Date”) where such person or entity either clicks a box indicating acceptance of these Terms and Conditions, or participates in the Hackathon. SecurityPal reserves the right to modify or update these Terms and Conditions in its sole discretion, the effective date of such updates and/or modifications will be immediately.

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE HACKATHON. THE HACKATHON IS INTENDED FOR PARTICIPANT (AND ITS AUTHORIZED USERS) ONLY AND ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE PARTICIPANT.

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1. Hackathon Generally; Works & Submissions. 

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a. Participants may: (i) create original “Works” (e.g., solutions, prototypes, datasets, scripts, or other content, materials, discoveries or inventions) during participation in the hackathon via a mechanism as directed by SecurityPal at the Hackathon; and (ii) submit Works to SecurityPal (each, a “Submission”). Participants retain ownership of all intellectual property rights (including moral rights) in and to Works and Submissions.

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b. Participant grants SecurityPal, its affiliates, subsidiaries, branches, and authorized agents (each of the foregoing together, the “SecurityPal Parties”), 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 Works and Submission. Participant agrees and acknowledges that SecurityPal may use Participant's Works and Submissions for tutorials and hackathons in the future.

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c. Participant will provide certain personal information to SecurityPal in order to register for, and as part of its Participation in, the Hackathon. Participant will provide only true and accurate information to SecurityPal. SecurityPal will process all such personal information in accordance with SecurityPal’s then current privacy policy.

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d. Participant agrees:

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i. To observe the safety, security and policies of SecurityPal related to the Hackathon or as otherwise instructed by Security, including but not limited to SecurityPal’s policies that Participant will, when visiting SecurityPal’spremises, sign-in and/or wear a badge indicating that such Participant is not an employee of SecurityPal; 

ii. Its participation in the Hackathon will not violate, or conflict with, any other agreement to which Participant is a party;

iii. It is not involved in litigation, arbitration or any other claim and knows of no pending litigation, arbitration, claim or fact that may be the basis of a claim against SecurityPal or involving the Work and/or Submissions; 

iv. It will not grant any rights under any future agreement, nor will it permit or suffer any lien, obligation or encumbrances that will conflict with the full enjoyment by SecurityPal of its rights under these Terms and Conditions;

v. Each Work and Submission will not infringe the copyright, trademark, patent, trade secret, or any other intellectual property rights of any third party;

vi. Each Work and Submission is not and will not be defamatory and will not violate the rights of any third party including, but not limited to, privacy or publicity; 

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vii. It has secured all necessary rights, clearances and release agreements to make each Work and Submissionavailable for any and all worldwide uses by SecurityPal as licensed hereunder; 

viii. Each Work and Submission will not contain any virus, trap door, worm, malware, spyware, or any other device that is injurious or damaging to any SecurityPal technology, whether software or hardware, including any systems, if and when used in conjunction with the Work and/or Submission; 

ix. None of the Works or Submissions will require any of SecurityPal’s (including its licensees’) products or services, including any software contained therein, to be subject to any Open Source License Terms. “Open Source License Terms” means terms in any license for software which require, as a condition of use, modification and/or distribution of such software or other software incorporated into, derived from or distributed with such software (a “Work”), any of the following: (a) the making available of source code or design information regarding the Work; (b) the granting of permission for creating derivative works regarding the Work; or (iii) the granting of a royalty-free license to any party under intellectual property rights regarding the Work; and

x. It waives and agree never to assert, any and all moral rights that such personnel may have in or with respect to any Work or Submission against SecurityPal.

2. Publicity: By participating in the Hackathon, 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 SecurityPal’s marketing and promotional materials (e.g., newsletters, website and social media accounts or outlets) without additional compensation to Participant for such permitted uses.

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3. Independent Contractor. It is the express intention of the parties that Participant participate in the Hackathon as an independent contractor. Nothing in this Agreement will in any way be construed to constitute Participant as an agent, employee or representative of SecurityPal. Without limiting the generality of the foregoing, Participant is not authorized to bind SecurityPal to any liability or obligation or to represent that Participant has any authority. Participant must furnish all tools and materials necessary to participate in the Hackathon and will incur all expenses associated with performance hereunder. Participant will determine the time, place, methods, details and means of participating in the Hackathon. SecurityPal agrees to furnish access to any facilities, personnel and equipment necessary to facilitate Participant’s performance in the Hackathon but Participant will be responsible to provide its own tools, know-how and instrumentalities used for the Works and Submissions.

4. Indemnification. Participant will defend SecurityPal (including the SecurityPal Parties), and each of their respective employees, officers, directors and agents (collectively, “SecurityPal Indemnitees”), from and against any third party claim and indemnify each SecurityPal Indemnitee from and against any related liabilities (including, without limitation, reasonable attorneys’ fees) arising out of or related to, during or for its participation during the Hackathon: (a) any negligent act or omission, or willful misconduct, of Participant; (b) any violation of any applicable law; (c) any breach by Participant of these Terms and Conditions; (d) fines, fees, taxes or similar liabilities resulting from a breach of Section 3 including any determination that Participant is not an independent contractor; or (e) a third party alleging that any Work or Submission infringes a patent, copyright, trademark, trade secret or other proprietary right of a third party. SecurityPal will give Participant: (1) prompt written notice of any claim, action or demand for which indemnity is claimed; (2) sole control over the defense and settlement of the claim, provided that Participant will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of SecurityPalwithout SecurityPal’s prior written approval; and (z) its reasonable cooperation, at Participant’s expense, in connection with the defense and settlement of the claim.

5. Disclaimer. SecurityPal is not responsible for: (a) 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 Participant’s personal property while attending the Hackathon including the Works and/or Submissions; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties during the Hackathon.

6. Limitation on Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT; (B) OR, EXCEPT FOR PARTICIPANT’S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, OR FOR EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF APPLICABLE LAW, BE LIABLE IN THE AGGREGATE FOR ANY AMOUNT IN EXCESS OF $100 WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY SEEKING A REMEDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 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.

7. Termination. SecurityPal may terminate these Terms and Conditions, including Participant’s participation in the Hackathon immediately and without prior notice if Participant breaches these Terms and Conditions.

8. Return of Materials. Upon the termination of these Terms and Conditions or the Hackathon, or upon Company's earlier request, Participant will deliver to SecurityPal all of SecurityPal’s property and Confidential Information (defined in Section 8) that is in Participant’s possession or control.

9. Confidentiality. Participant acknowledge that Participant may receive non-public information which is proprietary or confidential to SecurityPal or the Security Parties. Any and all such information shall be deemed confidential and proprietary. Participant agrees to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever, other than the activities directly related to this Agreement. “Confidential Information” means these Terms and Conditions and any of SecurityPal’s non-publicinformation, including any SecurityPal proprietary information (e.g., financial, marketing or any other similar business information, trade secrets, intellectual property rights, and know-how of Company), provided directly or indirectly, in writing, orally or by inspection or observation of tangible items, and/or made available to Participant by SecurityPal, for or during the Hackathon. Confidential Information is the sole property of SecurityPal.

10. Force Majeure. No party will be responsible for any delay or failure in performance resulting from acts beyond such party's control. Such acts will include but not be limited to: acts of God, government or war; riots or strikes; epidemics, fires, floods, or disasters. In the event of a Force Majeure, SecurityPal may terminate the Hackathon and/or these Terms and Condition upon notice to Participant. 

11. Miscellaneous. These Terms and Conditions are the entire agreement between the parties and supersedes all prior agreements and understandings concerning the subject matter hereof. The parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between the parties. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. Any notice provided by one party to the other under this Agreement will be in writing and sent by electronic mail to the email address listed on the signature page below. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included.

This Agreement is governed by the laws of California without reference to conflicts of law rules. If any dispute, controversy or claim cannot be settled by the parties within 30 days of written notice from either party to the other of such dispute, controversy or claim, then, except as set forth below, any dispute, controversy or claim arising under, out of or relating to this Agreement, will be finally determined by arbitration conducted by the JAMS by a single arbiter who will be fluent in written and spoken English. The place of such arbitration will be in San Francisco, California, U.S.A. The sole and exclusive language of arbitration will be English. The judgment of the arbitration will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and judgment may be entered upon the arbital award in any court of competent jurisdiction. The foregoing does not limit or restrict either party from seeking injunctive or other equitable relief with respect to its intellectual property rights hereunder. Subject to the dispute resolution procedures above, any disputes arising out of or related to this Agreement will be subject to the jurisdiction of the state and federal courts of San Francisco County, California, U.S.A.