Grab AI for S.E.A.
Terms of Participation
Grab AI for S.E.A. is organised by Padang & Co Pte Ltd (“Organiser”) on behalf of GrabTaxi Holdings Pte Ltd (“Sponsor”). The Event (as defined in the Annex below) is held from 16 May to 4 July 2019.
1. Competition Rules and Judgements
The Organiser will announce the Event competition rules and judging criteria at the beginning of the Event. The Organiser will announce the winners of the competition at the conclusion of the Event. The Organiser may modify the competition rules and/or judging criteria at any time, at its sole discretion. Decisions of the Organiser are final and binding on all participants.
2. Eligibility for Prizes
If shortlisted as a finalist for Demo Day in Singapore (July 2019), physical attendance and participation at the event is mandatory to be considered for one of the prizes.
“Confidential Information” means any and all information, materials and data of the Sponsor or its affiliates, in whatever format and on whatever medium that is: (i) designated by the Sponsor as being confidential to it; or (ii) treated as confidential by the Sponsor or by its nature would be understood by the participant exercising reasonable business judgment to be confidential whether or not so designated or described; or (iii) third party information that the Sponsor is obligated to keep confidential (which may include without limitation personal data); (iv) any information disclosed prior to the participant’s submission as described in Clause 4 below; (v) the terms and conditions of this Terms of Participation as well as any agreement executed between the participant, the Organiser and/or the Sponsor (collectively, the “Parties”); and (vi) the nature, content and existence of a relationship, discussions or negotiations between the Parties. Without limitation to the foregoing, Confidential Information includes all proprietary business information, identified as such, and any data and work derived from it, including data sets. The participant hereby irrevocably and unconditionally undertakes to and with the Sponsor that the participant shall:
(a) keep all Confidential Information strictly private and confidential by using a reasonable degree of care and in accordance with the applicable law; and
(b) not cause the Confidential Information to be distributed, disclosed or disseminated in any way or form to any third party without the prior written consent of the Sponsor;
(c) use the Confidential Information solely in connection with the Event and not for any purpose other than as authorized by this Terms of Participation without the prior written consent of the Sponsor;
(d) ensure that the Confidential Information shall not be copied, recorded or duplicated, or if disclosed orally, not subsequently be reduced in writing or in any medium except as is reasonably necessary for the purpose of the Event and/or as expressly approved in writing by the Sponsor;
(e) make no claim whatsoever that the Confidential Information is the property of the participant nor make or file any challenge that the Confidential Information is in the public domain or is not confidential or that the Confidential Information is not the property of the Sponsor and further agrees that other than expressly provided herein, no right or license, whether expressed or implied, in the Confidential Information is granted to the participant hereunder;
(f) use best endeavours to ensure that Confidential Information within the participant’s control is kept securely protected against theft or unauthorised access, and in any event shall maintain the security, integrity and confidentiality of the Confidential Information in accordance with any security standard as may be specified by the Sponsor from time to time; and
(g) promptly notify the Sponsor if it becomes aware of any unauthorized use or disclosure of Confidential Information.
In the event where the participant is required by law, court order, government directive or guidelines or any relevant authorities to disclose the Confidential Information, the participant must promptly notifies the Sponsor in writing of such demand for disclosure so that the Sponsor may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. The participant agrees that he/she shall not oppose and shall cooperate with efforts by the Sponsor with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Sponsor is unable to obtain or does not seek a protective order and the participant is legally requested or required to disclose such Confidential Information, the participant agrees to discuss the extent of such disclosure beforehand with the Sponsor and such disclosure must be no more than is necessary for compliance by the Participant under the law.
The participant agrees that all Confidential Information shall remain the property of the Sponsor and that the Sponsor may use such Confidential Information for any purpose without obligation to the participant. Nothing contained herein shall be construed as granting or implying any transfer of rights of the Sponsor in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information to the Participant. No Confidential Information received by the participant from the Sponsor shall constitute representations, warranties nor guarantees upon which the participant may rely and the Sponsor shall assume no responsibilities, obligation nor liability in this regard to the participant. The Sponsor does not represent or warrant that the Confidential Information is correct and the Sponsor, its employees, officers, directors, agents, advisors and its shareholders shall have no liability whatsoever to the participant in respect of the use of the Confidential Information.
Upon the termination or expiry of these Terms of Participation, (i) the participant’s right to use the Confidential Information will immediately cease; and (ii) within thirty (30) days from the date of the termination or expiry of these Terms of Participation, the participant will return to the Sponsor all furnished records, reports, documents and memoranda which is stored in any media or database, data storage or retrieval system (electronic or otherwise), in the possession or control of the participant (including the original medium, copies and any notes and other records prepared by the participant based on or incorporating any of the Confidential Information) and shall not retain any copies of the Confidential Information or any extracts in relation thereto or any portion thereof save where the Sponsor has specifically agreed otherwise in writing. The participant shall destroy all documents relating to the Confidential Information prepared by it and expunge all Confidential Information from any computer or other similar device in its possession or under its custody or control.
For the avoidance of doubt, this Clause 3 and Clause 4 below will survive the termination or expiry of these Terms of Participation.
4. Intellectual Property and other rights
Rights in the Event Materials
The participant may use the materials (including without limitation code and content in the challenge instructions) made available to the participant for the purposes of the Event (“Event Materials”) solely to prepare for and participate in such Event, subject to any restrictions as may be specified by the Organiser or Sponsor. The Sponsor retains all rights in the Event Materials which are not explicitly granted by these Terms of Participation, including trademarks, trade names, trade symbols and slogans used or capable of being used or adapted in connection with the Sponsor’s business (“Grab Marks”), which shall remain the absolute property of the Sponsor. The participant is not permitted to make any direct or indirect use of such Grab Marks for promotion or other purposes, unless the participant has obtained the Sponsor’s prior written consent with respect to the specific use in question.
Rights in the participant’s Submission(s)
The participant retains all rights to the participant’s submission(s) (including without limitation any entry, component of an entry, or contents of any posts the participant submits to the Organiser or the Sponsor in connection with the Event (“Submission(s)”) as well as any materials that are not included as part of the participant’s submission, which materials may be tangible or intangible, that the participant develops in the course of his/her participation in the Event or as a result of the Event, and any modifications, improvements and derivative works thereto (including any such materials that incorporate any of the participant’s ideas, feedback or suggestions) (“Related Documents”).
In consideration of the Organiser or the Sponsor’s acceptance of the participant’s Submission for the Event, the participant agrees to grant the Sponsor an exclusive, worldwide, perpetual, irrevocable, royalty-free licence (with the right to sublicense) to reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use the participant’s Submission, Related Documents or any part thereof (which includes but shall not be limited to the source code submitted) for any purpose the Sponsor deems reasonable, and the participant undertakes that he/she has the rights to grant the said licence (“Licence”). The participant agrees that he/she will not be entitled to any compensation or attribution relating to such grant (including without limitation use of any material which is similar or identical to his/her Submission or Related Document). The participant also acknowledges that employees of the Sponsor may previously have created and may hereafter create materials that are similar or identical to the participant’s Submission. The Organiser and/or the Sponsor’s acceptance of a submission is not an admission by the Organiser and/or Sponsor of the novelty or originality of the participant’s Submission.
Subject to other provisions within these Terms of Participation, the participant agrees to grant the Sponsor an irrevocable, perpetual, paid-up, royalty-free, non-exclusive worldwide license to disclose the fact that the participant has participated or is participating in the Event to the public and to any entities on any and all media whatsoever, for any purpose whatsoever.
Shortlisted/ Winning Submissions
The participant agrees to assign to the Sponsor all right and title in and to any and all Submissions and Related Documents made by the participant in connection with the Event in consideration of being shortlisted, a chance to attend a job interview with the Sponsor and/or cash prize (“Shortlisted/Winning Submissions”). The participant agrees that any such consideration is a good, sufficient and valuable consideration. To the extent any rights in a Shortlisted/Winning Submission are not assignable (which the participant must inform the Organiser and the Sponsor of at the point of entry of the Submissions and Related Documents), the participant shall grant and agree to grant to the Sponsor under any and all such rights an irrevocable, paid-up, royalty free, perpetual, exclusive, sublicensable (directly or indirectly through multiple tiers), transferable, and worldwide license to use and permit others to use such Shortlisted/Winning Submission in any manner desired by the Sponsor without restriction or accounting to the participant, including, without limitation, the right to make, have made, sell, offer for sale, use, rent, lease, import, copy, prepare derivative works, publicly display, publicly perform, and distribute all or any part of such Shortlisted/Winning Submission and modifications and combinations thereof and to sublicense (directly or indirectly through multiple tiers) or transfer any and all such rights. Further, the participant shall waive and agree to waive in favour of the Sponsor any moral right or other right or claim that is contrary to the intent of a complete transfer or assignment of rights to the Sponsor in each Shortlisted/Winning Submission. The participant agrees to promptly execute any such documents and perform such acts as the Sponsor may reasonably require to perfect the Sponsor’s entire right, title, and interest in and to each and every Shortlisted/Winning Submission, including any assignment agreement as may be provided by the Sponsor. Notwithstanding any provision otherwise, if the participant refuses to assign his/her rights to the Shortlisted/Winning Submission or is otherwise unable to assign the rights without any restrictions or encumbrances, the Sponsor reserves the right to retain the Licence to the Submission, and not proceed with making the Submission a Shortlisted/Winning Submission.
5. Use of Name, Image, Audio and Recording
The participant agrees and consents to public disclosure and use of the participant’s name, image, audio and video recording for publicity purposes without payment or compensation. For the avoidance of doubt, the Organiser may provide the participant’s name, image, audio and video recording to the Sponsor for publicity purposes.
5A. Personal Data
The participant agrees not to reverse-engineer, recreate, combine with any other dataset, or otherwise reidentify any person from the data provided by the Organiser.
6. Limitation of Liability
The participant will not seek or initiate any claim or cause of action whatsoever, including in contract, tort (including negligence) or equity, against the Organiser, its partners, the Sponsor, employees and/or related parties after 15 days from the date the claim or cause of action arose. The total liability of the Organiser, its partners, employees and/or related parties, severally or jointly, will not exceed US$300.00 per claim or cause of action. This is fair and reasonable considering the Organiser is hosting the Event at no cost to the participants.
The participant will defend and indemnify the Organiser, its partners, the Sponsor, employees and/or related parties for and against any and all claims, causes of action, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable lawyers' fees) that directly or indirectly arise out of or are based on: 1) the participant’s conduct, activity, error and/or omission, 2) the participant’s violation of the provisions of this Terms of Participation and/or any law, regulation or rule, and/or 3) the participant’s actual or alleged infringement of any intellectual property rights or other rights of any person or company.
I have understood and agree to be bound by these Terms of Participation.
Event refers to Grab AIforSea challenge competition