RULES OF “TELOS MISSION NFT” BY TELOS FOUNDATION
1. ORGANIZATION OF THE CHALLENGE
Telos Foundation, a Decentralized Autonomous Organization (hereinafter referred to as the “Organization”).
In this document,
“Prizes”: refers to the prizes awarded to the Winners at the end of the Challenge.
“Overview”: refers to the specifications determined by the Organization, which may include the deadlines, the prizes, the guidelines and themes to be complied with by all Innovators contributions.
“Challenge”: refers to the challenge that is the subject of the Rules, as organized by the Organizers.
“Intellectual Property Rights”: means all the following ownership legal rights, worldwide, whether registrable or unregistrable, and whether registered or unregistered, with respect to any designs, trade secrets, copyrights, works of authorship, neighboring rights, mask works, Know-how, Software and all the industrial rights, such as trademarks, industrial designs or patents.
“Projects”: refers to the Team and to all submissions, original ideas, documents, or other materials (such as presentations, videos, etc.) uploaded to the Website by Innovators in response and as a solution to this Challenge.
“Backers”: refers to the jury responsible for selecting the winning Projects.
“Innovator”: refers to any person registered in accordance with the Rules who takes part in the Challenge.
“Registration”: refers to the registration of an Innovator in accordance with the Rules.
“Rules”: refers to these terms, which apply to the Challenge.
“Team”: refers to the team of innovators (1 to 5 per team), created on the platform in order to take part in the Challenge.
“Winner” or “Winners”: refers to the members of the Project that reach the final stage of the Challenge and are ranked by the Backers as the winning team.
3. PURPOSE OF THE RULES
3.2. The Innovator should be aware and agrees to the fact that the proposed Challenge calls on his/her wisdom, skill, and cleverness during extremely difficult trials. The Challenge shall not depend, even partially, on chance and luck under any circumstances, and can therefore not be considered as, or resemble a lottery.
4. CONDITIONS FOR ENTERING THE CHALLENGE
4.1. Participation in this Challenge is free.
4.2. The Innovator must read these Rules, and fully accept their terms in their entirety without reservation before its Registration and participation in the Challenge.
4.3. Participation in the Challenge is under the conditions of being any person of legal age and able to justify it with an Identification card.
4.4. The Innovator guarantees that he/she will abide by the rules mentioned above. The delivery of the Prize will be conditional upon the capacity of the Innovator to meet the conditions stated.
4.5. There is only one entry per person in the Challenge.
4.6. Innovators must form teams of 1 to 5 members.
4.7. Any Innovator and/or Team who doesn’t abide by the terms of the Rules during his/her registration and at any time during the Challenge will be automatically and without previous notification, disqualified from the Challenge and shall not be awarded any Prize.
In the case where a Prize would have been given to an Innovator and/or Team who doesn’t or didn’t comply with the Rules at the time of his/her Registration or during the Challenge, the Organizers have the discretionary right to demand the return of the Prize received.
5. REGISTRATION AND ACCESS TO THE CHALLENGE
5.1. For his/her Registration to the Challenge, each Innovator must open a user account on taikai.network and must indicate the following:
- A valid username;
- A valid email address;
To complete his/her Registration in the Challenge, the Innovator must opt-in on the box indicating that he/she accepts the Challenge Regulations. A confirmation email containing a confirming link is sent to the Innovator’s listed email address. Once his/her account is confirmed, the Innovator can freely participate and complete their profiles.
5.2. Any Registration containing wrong, dubious, or incomplete information shall not be taken into account and disqualifies the Innovator and/or the Innovator’s Team from the Challenge.
5.3. By registering, the Innovator accepts being contacted through email by Organizers, for the duration of his/her participation in the Challenge.
6. DURATION OF THE CHALLENGE
6.2. Every date clearly defined in these Rules and the Challenge is in the Eastern Standard Time (EST) and refers to the year 2022.
6.3. Where necessary, due to operational requirements, the Organizers reserve the right to alter the duration of the Challenge by a reasonable amount of time, which will be conveyed to Innovators.
7. PRINCIPLE OF THE CHALLENGE
7.1. The Challenge consists of making contributions formed by clearly identified deliverables which are in accordance with the requirements listed in points 8 and 9, during the two steps of preselecting and selecting.
7.2. The deliverable must absolutely respond to the Challenge definition and rules described in this document. The deliverable must be written in English; no other language will be accepted. The Organizers will not accept nor review any other documents submitted by the Innovators.
8. WINNERS SELECTION
8.1. The final Challenge Selection is scheduled between May 30, 12:00 pm EST and June 30, 12:00 pm EST.
8.2. The selection process only happens if there are more than 10 participant teams. If the previous is not met, the Organization will decide if the competition continues or ends in this step. If it ends, the prizes are not distributed.
8.3. Between Monday April 25, 12:00 pm EST. to Sunday May 29, 12:00 pm EST, participants will have to publish on the platform, their Project, comprised of:
8.4. The selection of the Projects occurs once the Project is submitted, in accordance with point 12.
8.5. Only the top 10 Projects will be awarded, these will be ranked according to their Project and pitch.
8.6. Selection uses the following criteria: innovation, feasibility, workable product, and presentation quality. Factors relating to a person's appearance, religious or trade union, political opinions, or sexual orientation are under no circumstances considered for selection. Selection by way of chance or luck will not result in any way, whether that be directly or indirectly.
8.7. This selection process will be carried out by a panel of a jury composed of Telos Foundation members and related parties.
8.8. The Ranking made by the Jury will be announced on June 10 at 11:00am EST.
9. CHARACTERISTIC FEATURES OF THE PROJECTS DELIVERABLES
9.1. The Project Deliverables must absolutely respond to the Challenge definition and point 8 on the rules described in the tab “Rules” on the Challenge page.
9.2. In the case of difficulty or failure to read the deliverable, Innovators from these Projects will be notified and are responsible for re-submitting before the step’s end date. If the deadline is passed, the Project at hand will be disqualified from the Challenge.
9.3. Innovators guarantee that the content of the Project consists only of their Team’s contributions and none others. If there are suspicions that contributions are from a third party, all Innovators from that Team may be disqualified.
10. IMAGE COPYRIGHT
The use of photos or images must be free from copyright. In any case, the Organizers will not be held responsible for the use of Intellectual Property for which third parties have rights.
11.1. Prizes referred to in this section are given to Innovators if the following rules are met:
The delivery of Projects is in line with the quality standards of the different Jurys;
Innovators accept and abide by section 12 on Intellectual Property for each Winner;
Innovators accept and abide by the rules regarding the disclosure of information regarding Winners on section 15;
No Prize can be delivered to the Winners if they do not meet these three conditions, as well as entirely comply with these Rules.
11.2. The deliverance of a Prize at the end of the Challenge is subject to, and is performed only when subjected to:
- The full abidance to the Rules determined for the Challenge;
- The presentation of documents from each Winner justifying that he/she respects the conditions stated in section 3.
11.3. Only Project Teams on the taikai.network website will be eligible for Winners and receive Prizes.
11.4. Every Innovator acknowledges that the Prize cannot be exchanged for money, replaced and/or exchanged for another Prize. It cannot be transferable, and Innovators are hereby informed that the sale or the exchange of the Prize is forbidden.
11.5. In event that the Prize is unavailable, the Organization has the right to substitute the Prize for one of a similar value, of the same or different brand, or even exchange its value in cash.
11.6. Every Innovator recognizes and accepts that the Organization will not be held responsible, in any scenario, for the malfunction of the Prize or for any harmful consequences caused to the Winner or a third party because of the Prize. The Organization will not provide any partner warranty service or assistance.
11.7. Every Innovator recognizes and accepts that the Organization’s responsibility with regards to the Reward is its deliverance to Winners only. All extra costs related to Prizes will unless otherwise stipulated in the Rules, be charged to the Winners. Neither coverage nor refund will be owed as such.
11.8. Winners will be informed by the Organization about their Prize via email, at the latest, 15 days after the demo-day, to their accounts communicated upon Registration on the taikai.network. The Innovator commits to respect and follow the directions indicated in this email. However, in the event where a Winner does not take possession of the Prize, for reasons unaffected by the Organization, if there is a 2-month delay since the reception of the email, the Organization has the right to expire the Prize from the Winner.
11.9. The top 5 projects will be awarded the following prizes, according to their ranking:
- Prizes of 25,000 TLOS tokens to be sent to a wallet provided by the top 5 projects.
- Prizes for Project ranking in 1st place: 50,000 TLOS tokens to be sent to a wallet provided by the team ranked in 1st place.
12. INTELLECTUAL PROPERTY
12.1. Definition "Intellectual property rights" refers to any Invention, any copyright or other rights over a brand or model and, more generally, any element that may be protected by international laws or conventions on intellectual property.
12.2. Any Project involving several Innovators constitutes a collaborative work.
12.3. As such, the Organizers are free to reproduce the Projects, to distribute them, to inform the public about them and to modify them. If the Projects are modified, altered or adapted, the Organization may distribute the resulting derived work only in accordance with the terms agreed on these Rules.
12.4. Each Innovator guarantees that he/she is the co-owner and co-holder of the Intellectual Property Rights regarding all or part of the deliverables submitted as part of the Challenge for the Project of which he/she is a member and that he/she has obtained all rights and permissions regarding all pre-existing elements and any elements for which he/she does not hold the rights if these elements are to be included in the deliverables of all voting phases. Each member of a Participating Team guarantees that his/her application is original and unprecedented, that it does not infringe upon the copyright of any third party, and that all the elements of which it is formed, as well as all pieces of information communicated in the application presentation document, are accurate, reliable and complete.
It is compulsory for Innovators to indicate the source of any pre-existing elements (music, text, images, etc.) that are included in the deliverables. Each Innovator ensures good use of the deliverables provided by the Organizers, and as such ensures:
- that the deliverables submitted by the Team of which he/she is a member is original;
- that it does not infringe on or imitate any copyright, patent, brand or any other intellectual property belonging to a third party;
- that it does not constitute an act of unfair competition or parasitical competition of any kind;
- that all the elements of which it is formed, as well as all pieces of information communicated in the deliverables, are accurate, reliable and complete. Each Innovator indemnifies the Organizers and any present and future subsidiaries against any disturbance, action, claim, opposition, demand or eviction attempt from any third party.
12.5. During and after the end of the Challenge, the Innovators have the right to use and register the Intellectual Property resulted from the Projects created (e.g. code, algorithms, etc.) for their own personal and commercial use. However, the Organization is completely entitled to use the idea and solution that resulted from those Projects for their own activity, agreeing that the idea and description of the solution by its own don’t constitute any Intellectual Property created by the Innovator.
12.6. Promotional content. This Intellectual Property release excludes the IP in the Non Fungible Token which is being created as part of this contest which remains the property of participants. For promotional consideration and other good and valuable consideration herein, the receipt and sufficiency of which are hereby acknowledged, competition participants, being the legal owner of certain intellectual property (including without limitation all copyright, trademark and all other rights therein) described as the “Telos Mission NFT” content (the “IP”), do hereby grant to the Telos Foundation, its direct and indirect parents, subsidiaries, affiliated and related entities, and the officers, directors, shareholders, joint venturers, members, representatives, distributors, broadcasters, agents, attorneys, employees, contractors, successors, designees, financiers of each of the foregoing, and their respective licensees, assigns, successors and advertisers (collectively, “Producer”) the full and irrevocable right and license to use, photograph, reproduce, manipulate, edit, and incorporate the IP in and in connection with the Telos Mission NFT content (including any and all cycles thereof), including, without limitation, in advertising, promotion, merchandising and publicity for the Program and Program sponsors or otherwise.
As between the participant and Telos Foundation, the Telos Foundation shall solely own all rights in and to the video, text and images submitted in the Taikai platform, including without limitation the copyright in video and any advertising or promotional materials for the competition. The Telos Foundation shall have all rights to use the competition materials or any part thereof, including without limitation images and/or footage including or incorporating the IP, in any and all manners and media, whether now known or hereinafter devised, throughout the universe in perpetuity, in any and all languages. The participant also consents to the use of the IP in connection with the advertising, promotion, marketing, and any other exploitation of the competition.
The participant hereby waives any right that the participant may have to inspect or approve the competition materials or any advertising or promotional materials that may be used in connection therewith. In no event shall the participant have the right to terminate the rights granted to the Telos Foundation hereunder or to enjoin, restrain, or otherwise interfere with the development, production, distribution, broadcast, advertising, promotion or other exploitation of the competition or the rights granted to Telos Foundation herein. The participant hereby represents and warrants that: (i) it is the owner and/or authorized representative of the owner of the IP and that it has the full right, power and authority to execute this Intellectual Property Release and to grant Telos Foundation the permission and rights herein granted, and that no one else’s permission or consent is required for Producer’s exercise of any of its rights hereunder, and (ii) that no credit, acknowledgment, payment, contribution, monies and/or any other consideration is required to be paid or provided to the participant and/or any other person and/or entity (including but not limited to any guild, union and/or other collective bargaining organization) for the grant of rights set forth herein or for Telos Foundation’s use of the IP as provided in this Intellectual Property Release.
The participant, and its representatives, successors and assigns hereby absolutely, unconditionally, and forever release and discharge the Telos Foundation the exercise of any of the rights granted hereunder or the use of the IP in or in connection with the competition or otherwise (including without limitation, claims based on patent, trademark or copyright infringement, rights of publicity and privacy, defamation, and false/ negative light).
The participant shall defend (at Releasees’ option), indemnify and hold harmless Releasees, and each of them, from and against any and all claims, actions, damages, liabilities, injuries, damages, expenses, and losses caused by or arising out of or related to (i) any act or omission of the participant which is a breach of any of the provisions of this Intellectual Property Release; (ii) a breach of any of the participant’s representations, warranties, agreements or obligations hereunder; (iii) the use by any of the Releasees of the IP or other materials or images provided by the participant; (iv) the exercise by any of the Releasees or any of its rights hereunder; (v) the appearance or use in and in connection with the Program of the IP or any other materials or images that were provided to Producer by the participant (including, but not limited to, any logos and trademarks), and (iv) the negligence or willful misconduct of the participant or the participant’s agents, employees, contractors or representatives. This Intellectual Property Release shall be binding upon the participant and the participant’s heirs, representatives, agents, employees, contractors, successors, licensees, and assigns.
13.1. Every Innovator authorizes the Organizers, in the case where he/she would be appointed Winner of the Challenge to use his/her last name, his/her first name, his/her twitter address, his/her city and region of residence, the name of his/her University/Startup or former University and his/her photograph, name in any promotional demonstration (except with the purchase of advertising space), including on the web sites of TAIKAI and the Organization and any site or affiliated support, without that this use can legally give rise to any remuneration for 2 years maximum after the end of the Challenge.
14.1. The responsibility of the Organizers cannot be engaged in case of breakdown or dysfunction of the used telecommunications network, whatever the cause is, which would have the effect of damaging or preventing the identification or the access of the Innovator on taikai.network or any other useful web site for the participation in the Challenge.
14.2. The participation in the Challenge implies knowledge and acceptance of the characteristics, limitations and risks of the internet network and the technologies which are linked to it, particularly in consideration of the performances, in response time, in the security of the software and the computer hardware towards diverse potential attacks such as viruses, logic bomb or Trojan horses and in the loss or diversion of data. Therefore, the Organizers cannot be held responsible for the damages caused to the Innovator because of these accepted characteristics, limitations and risks.
14.3. The Organizers cannot, in any case, be held responsible for any damage caused by the defect or the delay of the delivery of the Projects, in particular for the refusal to consider late submissions, or for any damage caused by the impossibility to connect to the relevant websites or to upload/download correctly any delivery, the defect or the delivery time of any email sent during the Challenge, or for any damage caused by any hurdle preventing the Innovator attending or participating in the whole or part of the Challenge.
14.4. The Organizers cannot be held responsible in case of total or partial modification, suspension, interruption, adjournment or cancellation of the whole or part of the Challenge for reasons beyond their control. In such a case, the Organization will inform as soon as possible the Innovators via the taikai.network or by any means it sees fit.
14.5. The Organizers cannot be held responsible for the consequences of disqualification of an Innovator, and/or a Team, due to a violation of the Rules, and/or in case of rejection of a Project due to non-compliance with the Rules.
14.6. The Organizers shall not be liable for any trouble, action, claim, objection, claim related to the use of the Projects of the Organization not foreseen by the Rules or in connection with the negotiation, execution or performance of contracts that the Organization would sign with the Innovators.
14.7. In any case, the Organizers will not be held responsible for the delivery of the Prizes nor in case of impossibility for a Winner to benefit from his/her Prize for circumstances beyond Organizers’ control. The responsibility of the Organizers cannot be engaged in case of loss and/or deterioration of the Prize by post or any third similar service provider and more generally if the Winner does not receive his/her Prize. The responsibility of the Organizers cannot be engaged in case of incidents or of damages of all kinds, which could arise because of the enjoyment of the awarded Prize and/or because of its use.
15. CONFIDENTIAL INFORMATION
15.1. “Confidential Information” is defined in this present Rules, is all the material or immaterial information of whatever nature, in particular administrative, commercial, scientific, technical, financial, fiscal, which was, is or will be communicated by the Organization to the Innovator, directly or indirectly, and in a non-exhaustive way, orally, in writing, by delivery of paper or electronic documents. Information that is not confidential is:
- The currently accessible information or becoming accessible to the public without breach of the Rules from the Innovator;
- The information legally held by the Innovator before their disclosure by the Organization;
- The information not resulting either directly or indirectly from the use of all or part of the Confidential Information;
- The information validly obtained close to a third party authorized to transfer or to reveal the information mentioned above.
15.2. For the duration of the Challenge and during a period of five (5) years after the end of the Challenge stated on section 6, the Innovator, under penalty of civil and / or criminal liability, commits to:
- Not using the Confidential Information for any other purposes than the participation in the Challenge in the conditions of the Regulations;
- Taking any necessary, useful and reasonable precaution to protect the Confidential Information;
- Not Revealing the Confidential Information to whomever, by any means whatsoever, except to the other members of his/her Team.
15.3. At the end of the Challenge, because of the emergence of their term indicated to Point 6 or of their cancellation, the Innovator will immediately have to put back to the Organization all the Confidential Information, whatever their support is, obtained during the Challenge, under penalty of civil and / or criminal liability. The Innovator forbids himself from keeping a copy in any form whatsoever, except with an on purpose, preliminary and written agreement by the Organization.
16.1. The participation in the Challenge and the awarding of the Prize requires the acceptance purely and simply and the full respect for the Rules in all its terms. The Organizers reserve the right to disqualify, immediately and without compensation, every Innovator and/or Project not satisfying in full with the Rules.
16.2. The Organizers reserve the right to modify at any time the terms of the Rules, and during the Challenge without the requirement of notification to the Innovator, concerning the application and the validity of these modifications. The Innovator is invited to regularly consult the Rules. The Innovator gives up expressly any complaint or contesting linked to any modification brought to the Rules by the Organizers.
17. CANCELLATION AND SUSPENSION OF THE CHALLENGE
17.1. The Organization and TAIKAI reserve the right to cancel, shorten, suspend the Challenge without prior notice:
- In cases of greater force;
- If it appears that fraud has occurred in any form whatsoever.
17.2. The Organizers cannot be held responsible for cancellation or suspension of the Challenge according to the present Point and no allowance nor compensation will be due to the Innovator.
18.1. The Registration and participation in the Challenge are not, in any way, for effect to create a link of subordination between the Organizers and the Innovator.
19.1. Any claim of the Innovator must be sent in writing during the last 30 days after ending date of the Challenge.
19.2. Claims linked to the functioning of the website taikai.network must be formulated in writing at the following address: TAIKAI, Lda. Building Connections, Av. Serpa Pinto 311, 4450-718 Matosinhos, Portugal
19.3. Claims linked to the progress of the Challenge and to the sending of the Prize must be formulated in writing at the following address: TAIKAI, Lda. Building Connections, Av. Serpa Pinto 311, 4450-718 Matosinhos, Portugal
19.4. At the risk of being rejected, any claim has to contain:
- Full contact details of the Innovator (name, first name, address, zip code, city, TAIKAI login and e-mail);
- The identification of the concerned Challenge;
- The clear and elaborate presentation of the motives for the claim.
20. PRELIMINARY RECONCILIATION
20.1. In case of a persistent dispute after the Innovator has made a complaint in accordance with Point 21, the Organizers and Innovators agree to submit their dispute to an amicable settlement before any court proceedings.
20.2. The party eager to initiate conciliation must inform the other party through a registered letter with acknowledgment of receipt in which it will make him know his intentions and it will specify the cause.
20.3. If no agreement is reached between the parties within 30 days of the registered letter reception, parties regain their freedom of action.
21. APPLICABLE LAW
The Regulations and the Challenge are under Portuguese law. You accept that any litigation related to the Challenge will be submitted exclusively to the Courts of Porto, Portugal.