1. The Challenge is a competition among teams who may compete to create applications for use with a Vybe Haptic Gaming Pad (“Gaming Pad”). Participants, as part of Participant’s team, may submit Submissions for competing in the Challenge. “Submissions” means any of Participant’s ideas, thoughts, suggestions, presentations and applications (whether made in verbal or written form) relating to the Challenge.
2. Participant ‘s participation in the Challenge is voluntary. Participant may participate as part of a team of two (2) to four (4) people. Arrangements among teammates are up to the team/teammates (Disney Research is not responsible for these arrangements). Participant must be a student, and Participant’s participation must be in his/her individual capacity, and not as an employee, representative or agent of another person or entity. Each member of a team must sign this Agreement and meet the eligibility criteria contained in this Agreement and the Announcement. If one member of the team does not comply with this Agreement or the Announcement, the team as a whole may be disqualified. Each team is solely responsible for its own cooperation and teamwork. If Participant’s team is selected to receive a prize, Participant’s team is solely responsible for distributing the prize to each member of the team. Disney Research will not officiate any dispute between or among any team(s) or its/their members regarding their conduct, participation, cooperation or contribution.
3. As part of the Challenge, Disney Research may provide Participant access to certain proprietary materials owned by Disney Research, including without limitation firmware, software, application program interfaces, and/or manuals (“Materials”). Disney Research retains all right, title and interest in the Materials. Disney Research may also provide Participant’s team with a Gaming Pad, which does not have to be returned to Disney Research.
4. Disney Research hereby grants to Participant a non-exclusive, non-commercial license to use the Materials solely for developing Participant’s Submission in connection with the Challenge. Except for Participant’s teammates who have signed this Agreement, Participant will not disclose or otherwise make available to any third party the Materials under any circumstances.
5. The Materials and Gaming Pad are provided “as is” without warranty of any kind, either express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose.
6. Participant hereby grants to (1) Disney Research, its affiliates, and each of its and their representatives, heirs, successors, assigns, licensees, agents and employees and (2) the other participants in the Challenge, a non-exclusive, perpetual, royalty-free, worldwide license to use Participant’s Submission and any intellectual property rights arising from such Submission during or after the Challenge for any purpose.
7. Participant acknowledges that Disney Research and its affiliates, currently and in the future, may be developing software, techniques, ideas, products or services that may be similar to Participant’s Submission. Participant’s participation in the Challenge, and Participant’s sharing with Disney Research of such Submission, will not prevent Disney Research or its affiliates from developing, having developed, creating, acquiring, using, licensing, distributing or otherwise exploiting products, content or services that are similar or identical to such Submission.
8. Participant’s Submission is submitted on a non-confidential basis, and Disney Research and its affiliates shall have no obligation to not disclose or otherwise treat as confidential such Submission. Disney Research may use the Submission in future announcements and marketing materials.
9. This Agreement and matters connected with the performance thereof shall be construed, interpreted, applied and governed in all respects in accordance with the laws of the United States of America and the State of California, without reference to conflict of laws principles. All disputes and litigation regarding this Agreement, its construction and matters connected with its performance be subject to the exclusive jurisdiction of the state and federal courts in Los Angeles, California (the “Court”), and any disputes, matters of interpretation, or enforcement actions arising with respect to the subject matter of this Agreement will be submitted exclusively to the Court. The parties hereby waive any challenge to the jurisdiction or venue of the Court over these matters.