Hackathon Terms and Conditions
Last Updated: March 26, 2023
This Hackathon Terms and Conditions (this “Agreement”) governs the terms and conditions of your use of RadiSys software to support your participation in TADHack Global (the “Competition”), sponsored in part by RadiSys, Inc., an Oregon corporation located at 8900 NE Walker Road, Suite 130, Hillsboro, Oregon 97006 USA (“RadiSys”), and is between RadiSys, and its agents, affiliates, subsidiaries, contractors, successors, and assigns and you. By registering for, or submitting any entry to, this Competition using RadiSys software (the “Submission”), you are confirming that you understand this Agreement, and that you accept all its terms and conditions. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to this Agreement, in which case “you” will mean the entity you represent.
In consideration of the mutual promises and obligations herein, along with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. License. You grant to RadiSys and its affiliates a non-exclusive, worldwide, perpetual, fully paid up, royalty-free, sublicensable, transferable license to (1) hyperlink to your website from Radisys’ websites, or websites from RadiSys’ agents, affiliates, or assigns; and (2) use and display your name, professional and personal information, photo, likeness, and your trademarks related to your Submission for any purpose related to this Competition.
2. Intellectual Property Rights. All Submissions remain your intellectual property.
3. Eligibility. TADHack organizers have the right in their sole discretion to determine whether you are eligible for the Competition. RadiSys may disqualify, at its sole discretion, a Submission that (a) is in violation of third-party rights or law or regulation, (b) uses inappropriate or explicit language or images, or display content that RadiSys otherwise finds objectionable.
4. Copyright. You represent and warrant that you are the sole author and copyright owner of the Submission, and that the Submission is your original work, or if the Submission is a work based on an existing application, that you have acquired sufficient rights to use and to authorize others; and that the Submission does not infringe upon any copyright or upon any other third-party rights of which you aware, and that the Submission is free of malware.
5. RadiSys Trademarks. Unless expressly authorized, you may not use any RadiSys trademarks in any manner that implies RadiSys’ sponsorship or endorsement of your company, project or software.
6. Judging Criteria; Winner Selection; Prizes; Judging; Taxes;Winer Notification.
6.1 Judging Criteria. Winners of the Competition will be judged based on criteria established by TADHack Global. RadiSys will judge Submissions based on (i) the quality and innovative nature of the idea or demo; (ii) the utility of the idea or demo; and (iii) the compelling use of RadiSys’ technologies and tools.
6.2 Winner Selection. The Competition winners will be selected by a panel of judges selected by TADHack Global. Submission winners will be selected by a panel of judges selected by RadiSys. By your Submission, you release RadiSys and its respective subsidiaries, affiliates, directors, officers, employees, representatives, agents, and advisors from all liability for any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the selection and decisions of the judges.
6.3 Prizes.
a. TADHack prizes are awarded as determined by TADHack Global.
b. RadiSys will award an additional $5,000 for the best Submission. RadiSys may verify your eligibility before awarding its prize. RadiSys’ Submission prize is non-transferable by the winner.
6.4 Judging. RadiSys Submissions will be judged by judges selected by RadiSys. RadiSys reserves the right to select the judges and to establish criteria for judging. Decisions of the judges are final and binding, and any deliberations among the judges may be kept confidential by RadiSys. Judging will take place on or about March 27, 2023. RadiSys, may, in its sole discretion, conduct judging on a different date. In its sole discretion, RadiSys may decide not to award any Submission.
6.5 Taxes. All taxes for any prize are your responsibility. If you are a winner, you will cooperate with RadiSys, and its agents, in compliance with all tax reporting obligations, and will supply any requested documentation to RadiSys for tax compliance purposes. You acknowledge that failure to supply requested information for tax compliance purposes may result in forfeiture of any prize, without additional compensation. RadiSys will not withhold any taxes.
6.6 Winner Notification. Winners will be notified by email, on or after March 27, 2023. You and your winning Submission may be posted on the RadiSys website.
7. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.
7.1 DISCLAMER OF LIABILITY. RADISYS PROVIDES THE INVITATION FOR SUBMISSIONS “AS IS” AND DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.2 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL TWILIO BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF RADISYS HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
THE PROVISIONS OF THIS SECTION 8 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
8. Indemnification. You agree to indemnify, hold harmless, and defend RadiSys from and against any claims or lawsuits, and any losses, liabilities, damages, costs, and expenses (including attorneys' fees), arising from your website, software or your related trademarks or breach of your representations and warranties. RadiSys will give you prompt written notice of any such claim, tender to you the defense or settlement of such a claim at your expense, and cooperate with you, at your expense, in defending or settling such claim.
9. Term and Termination. This Agreement is effective until terminated by mutual agreement, unless otherwise terminated sooner in accordance with this Section. RadiSys has the right to terminate this Agreement immediately. You have the right to terminate this Agreement upon thirty (30) days’ prior written notice to RadiSys. RadiSys agrees, upon termination or such written notice from you, to delete the hyperlink to your website or software and to immediately discontinue any use of your related trademarks. Upon termination, Sections 1, 4, 7, 8, 9, 10, and 11 will survive.
10. Choice of Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of Oregon, without giving effect to its choice of law provisions. The courts located in the City and County of Washington, Oregon shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction, the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act, the application of any of which is expressly excluded.
11. Integration. This Agreement, and the documents incorporated by reference, is the complete and exclusive statement of your agreement with RadiSys, which supersedes any prior agreement, oral or written, between you and RadiSys with respect to your website, software, trademarks, and this competition. No variation of the terms of this Agreement will be enforceable against a party unless such party gives its express consent, in writing signed by an officer of such party. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.