PRIDEMAKERS MAKEATHON
TERMS & CONDITIONS – UNITED STATES & CANADA PARTICIPANTS
Competitive eSports, LLC (the “Host”) is hosting a social engineering event that gives eligible individuals (“Participants”) the opportunity to (i) create certain projects on terms and conditions as are further communicated by the Host (the “Projects”), (ii) attend Host-produced workshops, (iii) participate in Host-produced ceremonies and/or activities, and (iv) compete for prizes. Participants must be eighteen (18) years or older. This event is the Pridemakers Makeathon (the “Makeathon”). These terms and conditions govern the Makeathon, including application for participation, participation, submission, and prizing. The term sand conditions may be updated by the Host from time to time, and supplemented by the Host, in its sole discretion.
The Makeathon shall start at 4:00 p.m. PDT on Friday, June 11, 2021 and end 4:00 p.m. PDT on Saturday, June 19, 2021 (the “Event Period”). The schedule during the Event Period shall be determined by the Host in its sole discretion, including the “Development Period” (defined below).
Prior to and throughout the Event Period, the Host shall permit Participants to participate in a Discord server that is established by the Host for the purpose of the Makeathon. The Host shall reserve sole discretion regarding the Discord server and moderation thereof. When using Discord, Participants agree they are subject to the Discord Terms of Service and Privacy Policy.
1. Eligibility & Application
To be eligible to participate in, each Participant must be eighteen (18) years of age or older as of the start of the Event Period and a resident of the United States and Canada, during the Event Period. Makeathon staff are not eligible to participate. The Host reserves the right to expand eligibility to those who are also residents of other countries in its sole discretion, in which event these Rules shall be updated solely to reflect any changes in the rules and requirements applicable to those individuals in accordance with the laws of their applicable jurisdiction(s).
There is no entry fee required. If any Participant receives a request from anyone claiming to be charging or collecting entry fees, notify the Host immediately.
Each Participant must submit an application to compete either individually or compete on a maximum of one (1) team, not both. Each team is subject to a maximum of four (4) Participants; exceptions to this maximum may be considered on a case-by-case basis in the Host’s sole discretion. To request such an exception, please email the Host at hackathon@teamliquid.com. Further, no more than one (1) Host and/or Team Liquid staff (which may be a Host employee, Host consultant, or other Host personnel) may participant on a team. Each individual Participant, or team of Participants, as applicable, will be required to submit the Makeathon application on or before the deadline that is stated on official Makeathon documentation and announcements; application requirements will be communicated by the Host. Any application materials, which shall be deemed to include each Participant’s resume/curriculum vitae and LinkedIn profile(s), may be shared by the Host with its sponsors, partners, and affiliates in its sole discretion (provided that the Host shall not authorize such third parties to sell said information). The Host will make a decision regarding each application in its sole discretion and notify each applying Participant, or team, as applicable, if their application to participate in the Makeathon is approved or denied.
2. Projects
Any given Project may be created by an individual participant, or by a team of participants (but not both). Projects may be hardware, software, or creative projects. Projects may, but are not required to, utilize the applicable, API in their Project specified by the Host in accordance with the Host’s direction. (Note that certain prizes which are provided by third party sponsors may be limited for Projects that use the Host-directed API(s) in the project if directed by that applicable third party sponsor.)
Each Project must be submitted to the Host via Devpost, or other submission platform as communicated by the Host, for consideration under any of the following two (2) themes and in accordance with the Host’s directions: (i) validation (which is a theme centered around technology and creative projects that support LGBTQIA+ and minority group members) and (ii) self-expression. When using Devpost, Participants agree they are subject to the Devpost Terms of Service and Privacy Policy.
The project development period starts 5:00 p.m. PDT on Friday, June 11, 2021 and ends 6:00 p.m. PDT on Friday, June 18, 2021 (the “Development Period”). Each Participant competing individually, and each team of Participants competing collectively, may submit a maximum of one (1) Project.
Participants are prohibited from: writing code, preparing materials (such as clips, illustrations, sketches, etc.) or taking similar preparations for their Project prior to the start of the Development Period. In the event the Host determines that any Participant is using pre-written code or pre-prepared materials as part of their Project, they will be disqualified. Participants are, however, permitted to bring outlines, timelines, and similar notes that were prepared in advance, as long as there is no pre-written code or pre-prepared materials. Participants are also prohibited from: copying code directly from other sources; copying code or any materials or information from other Participants; sabotaging other Participants’ Projects; and/or submitting Project videos/recordings more than once. The sole exception to these prohibitions is that Participants are allowed to import libraries and code received from Host-produced workshops during the Event Period.
Participants must ensure they have all rights and licenses, which must be royalty-free, to use any third party intellectual property (including, without limitation, music) that is integrated into their Project. In the event any third party intellectual property is integrated into any Project that is submitted to the Host, the submitting Participants must disclose this, in writing, to the Host, and, on request from the Host, confirm the details of the applicable rights and licenses.
All projects must be submitted before the expiration of the Development Period. Participants who are participating in the Makeathon remotely will all also be required to submit a video to the Host that is no longer than two (2) minutes and which demonstrates the Project and its features (this is in addition to, not in place of, their Devpost submission); in lieu of a video, Participants who are participating in the Makeathon in person will conduct their demonstration live.
3. Project Submission Rules
All registration requirements and submission requirements (such as providing short abstract of the Project, Project details (e.g., platform, development tools used, APIs used)) that are communicated by the Host must be satisfied. Failure to submit a Project in accordance with such requirements, including any deadlines, may result in disqualification.
4. Participant Code of Conduct
Any violation of the code of conduct stated in this section, as determined by the Host in its sole discretion, may lead to the disqualification of a participating (and/or their entire team) in the discretion of the Host.
Participants are absolutely prohibited from harassing or discriminating against any individuals or entities affiliated with the Makeathon. This includes, without limitation, other Participants, the Host, the Host’s staff, any Makeathon staff, Makeathon or Host’s sponsors or vendors, and the employees, consultants and/or affiliates of any and all of the foregoing.
Further, Participants may not engage in any conduct, include any such content into their Project or make any communication (whether on the applicable Discord server or through any other channel in connection with the Makeathon) that:
- Infringes on, misappropriates, or otherwise violates the copyright, trademark, patent, or other intellectual property right of any person;
- Is false, misleading, libelous, slanderous, defamatory, obscene, abusive, hateful, threatening, harassing, or sexually-explicit;
- Violates a person's right to privacy or publicity;
- Contains advertising or a solicitation of any kind;
- Exploits, harms, personally attacks (personal attacks include, but are not limited to, defamatory, sexual and/or sexually implicit remarks) or impersonates any person or entity;
- Intentionally interferes with any other Participant(s)’s Projects and/or participation with or enjoyment of the Makeathon;
- Degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, orientation or identity, disability, or other classification;
- Transmits, stores, or otherwise makes available a virus, trojan horse, worm, time bomb, spyware, bot, or other harmful or deleterious programming routine;
- Transmits, stores, or otherwise makes available material which contains any material of a commercial nature, including but not limited to advertising, promotions, "junk mail," "spam," "pyramid schemes," "chain letters," or solicitation of any kind;
- Contains epithets or other language or material intended to intimidate or to incite violence; or
- Violates any applicable local, state, national, or international law, or advocates illegal activity.
5. Prizes
The Host shall reserve full discretion regarding the prizes that are awarded to winners, the criteria which with the Host selects the winners, and the number of prizes that are awarded. If required as a term of a third party sponsor’s contribution of a prize to the Makeathon, certain prizes may be reserved solely for Projects that use the applicable Host-directed API applicable to that prize. The Host will notify winning Participants if they are eligible for a prize. Participants must cooperate with the Host’s reasonable requests for information to facilitate delivery of the prize. The Host shall cover all costs required to ship/deliver the applicable prize to any winning Participants, as applicable; this is included in the prize. Participants, and not the Host, are responsible for paying any taxes on the prize winnings.
The Host shall not be obligated to make any payment to Participants in connection with the Makeathon.
6. Intellectual Property – License to use Host IP
The Host may designate certain copyrights, names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, other product identifiers, API, the Liquipedia Database (“LPDB”) and other intellectual property of the Host (collectively, the “Host Content”) for use by Participants in connection with the Makeathon. The Participants shall receive a non-exclusive, royalty free, non-commercial, limited, non-sublicensable, non-transferable, revocable license to use, display and otherwise display the Host Content designated by the Host for use by Participants solely to the extent necessary to participate in the Makeathon. The license shall further be subject to any limitations communicated by the Host at any time, prospectively or retroactively. Any Projects, content and/or media into which any Host Content is integrated and/or used are the “Liquid Projects”. Each Participant hereby acknowledges and agrees that all right, title, and interest in and to the Host Content will at all times remain the sole and exclusive property of the Host. During the Event Period and thereafter, Participant will not take any action adverse to the Host’s rights in all the Host Content (and, subject to section 7, the Liquid Projects) and any other intellectual property owned by the Host, anywhere in the world, and will not itself and will not assist any person or entity to challenge the validity of the Host Content, the Host’s ownership of, or right to license, the Host Content, or any registration or application for registration therefore represent in any manner that Participant has any title or right to the ownership, registration or use of the Host Content.
7. Intellectual Property – Project Ownership
Any Projects that do not utilize the Host Content in any manner, are the “Independent Projects”. (This notwithstanding, with respect to music projects that are submitted, lyrics that reference “Team Liquid”, and do not utilize any other Host Content (the “Limited Music Exception”) shall also be deemed Independent Projects.) The Host shall not have any ownership interest in and/or to the Independent Projects. The Host shall further have no control over how ownership interest in and to any given Independent Project is divided between the Participants that worked on that Independent Project. As between the Host and the Participants, each Participant is exclusively liable for their Independent Projects and any uses thereof (and any claims asserted by any party, at any time, in connection therewith).
Unless the Host expressly waives the ownership rights in this paragraph via written consent to the applicable Participant(s) following the Host’s review of the Liquid Project and grant ownership to the applicable Participant(s) in writing signed by the Host’s authorized signatory, and except for the Limited Music Exception, as applicable, this paragraph shall apply to the applicable Liquid Project(s). As between the Host on the one hand, and on the other Participant hereby assigns to the Host, including by way of future assignment where necessary, and the Host shall own as the Host’s sole and absolute property for any and all purposes and uses whatsoever, exclusively and perpetually throughout the world, all rights of every kind or nature, whether now known or hereafter devised, in and to all Liquid Projects, whether partially or totally completed (and whether solely or jointly authored by any Participant(s). Any assignment thereof includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Participant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. Without limiting the foregoing, the Host shall have the right, in the Host’s sole discretion, to combine the Liquid Projects and portions thereof with any services or materials rendered or furnished by others, and exploit the foregoing in any media whatsoever (whether now known or hereafter devised) without the payment of any compensation. For as long as the Host is the owner of the Liquid Project(s), the applicable Participant(s) shall have no rights after the Event Period to use and/or distribute the Liquid Project(s) in any manner. For the avoidance of doubt, in the event the Host expressly waives the ownership rights in this paragraph in accordance with the first sentence hereof, or the Limited Music Exception applies, such that the Participant(s) are (severally and jointly) the owner(s) of their applicable Liquid Project(s) (the “Applicable Project Owner(s)”), the Applicable Project Owners acknowledge and agree that:
- the Host shall, as between the parties hereof, remain the sole and exclusive owner of the Host Content; and,
- their license to the Host Content integrated therein (including, without limitation, any use of the LPDB) is non-commercial, and therefore in any event that they make their Liquid Project(s) available for use by any third parties, the Liquid Project(s) shall never be commercialized and/or behind a paywall in any manner unless the Applicable Project Owner(s) and the Host mutually agree otherwise in a separate, written, commercial license agreement.
Notwithstanding anything to the contrary, to the extent that any applicable Participant(s) (including those who are Applicable Project Owner(s)) have any right to distribute, use, and/or commercialize the Liquid Project(s) in any manner (including if such a right is granted in accordance with a separate license or other agreement with Host):
- They shall not be permitted to sell their Liquid Project(s) to any third party without first giving the Host a right to meet or exceed the purchase price of the offer (excluding in-kind compensation) that they are prepared to accept from the applicable third party (the “Final Offer”). In accordance with the foregoing, the Host shall have a period of fourteen (14) days from the date the applicable Participant(s) notify the Host in writing of the terms of their offer (including the identification of their Liquid Project(s) and purchase price related thereto). In the event the Host exercises its right to meet or exceed the purchase price of the offer, the applicable Participant(s) must immediately sign an agreement to sell the Liquid Project(s) to the Host, must immediately reject the Final Offer from the third party, and is not permitted to solicit offers from or negotiate with any other third parties with respect to the Liquid Project(s). And,
- They shall be required to include a logo and link designated and provided by the Host on any webpages, materials, or other location in/on which the Liquid Project(s) data and/or Host Content is used.
8. Intellectual Property – License Use Participants’ Likeness and Independent Projects
Each Participant agrees that the Host may photograph, record, broadcast, digitally enhance or recreate, and otherwise capture Participant’s name, likeness, voice, conversations (including telephonic), sounds, statements, written communications, application, and Independent Projects (and/or portions thereof) (collectively, the “Footage”) that Participant displays, broadcasts, transmits, submits, or otherwise uses in connection with the Makeathon. The Host may use the Footage in and in connection with the Makeathon and other productions related thereto, which shall also include ‘above-the-line’ product and brand sales campaigns related to the Host and the Makeathon and sponsors of the foregoing, and the development, production, distribution, advertising, publicity, promotion and exploitation thereof in any and all means and media, now known or hereafter devised and in all languages, throughout the world without limitation, royalty free, and in perpetuity. As between the Host and the Participants, the Footage (and all moral rights thereto) and any revenues generated therefrom, shall be owned exclusively by the Host.
9. Confidentiality
Each Participant may be provided with access to selected information of the Host solely as needed in connection with the Makeathon, including, without limitation: solely as needed in connection with the Makeathon, including, without limitation: business affairs, planning, forecasts or intentions; methods of operations, processes, techniques or systems; products, services, or methodologies; trade secrets and intellectual property rights; customers, vendors, employees, and consultants; API and other intellectual property; and financial or other non-public information. This information shall be deemed to be the confidential information (“Confidential Information”) of the Host. Notes, documents, summaries or reports that are prepared from Confidential Information and/or which reference the Confidential Information are themselves Confidential Information. If the Host enables a Participant to gain access to any non-public information of a third-party, such third-party information shall be deemed information of the Host and Confidential Information. Any Liquid Project, whether partially or totally completed, is Confidential Information. Any Project that is partially or totally completed by other Participants, is Confidential Information. Each Participant acknowledges the sensitive and secret nature of the Confidential Information and agrees that it shall: (a) keep the Confidential Information confidential; (b) not in any manner use, copy, reproduce or disclose the Confidential Information to any other person; (c) not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the Host’s products, models or prototypes which contain Confidential Information and which are disclosed; (d) take all action reasonably necessary to secure the Confidential Information against theft, loss or unauthorized disclosure; (e) not make copies of the Confidential Information for any purpose besides participating in the Makeathon; (f) not use the Confidential Information for any purpose other than the Makeathon; (g) destroy or return Confidential Information to the Host upon its request, excepted where such actions are prohibited by law or regulation. This section shall survive the Makeathon for a period of five (5) years.
10. Additional Terms
The terms found at Team Liquid’s Terms of Service (the “Liquid TOS”) are incorporated herein by reference. Any personal information that is submitted by a Participant to the Host in connection with the Makeathon shall be handled by the Host in connection with Team Liquid’s Privacy Policy (the “Liquid Privacy Policy,” and, with the Liquid TOS, the “Liquid Policies”). In the event of any conflict between the Liquid Policies and these Terms and Conditions, these Terms and Conditions shall apply.
11. Disclaimer of Warranties; Limitation of Liability
THE HOST DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT THE MAKEATHON OR ANY SERVICES OR BENEFITS PROVIDED BY THE HOST IN CONNECTION THEREWITH WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. THE HOST DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM ANYTHING PROVIDED BY THE HOST WILL BE ACCURATE OR RELIABLE.
EACH PARTICIPANTS AGREES THAT FROM TIME TO TIME THE HOST MAY CHANGE OR CANCEL THE MAKEATHON AT ANY TIME, WITHOUT ADVANCED NOTICE TO THE PARTICIPANTS.
EACH PARTICIPANT EXPRESSLY AGREES THAT THEIR USE OF, OR INABILITY TO USE, THE MAKEATHON AND BENEFITS PROVIDED THEREAT IS AT THEIR SOLE RISK. THE MAKEATHON AND ANY BENEFITS PROVIDED THEREAT AND ALL PRODUCTS AND SERVICES DELIVERED BY THE HOST IN CONNECTION THEREWITH ARE (EXCEPT AS EXPRESSLY STATED BY THE HOST) PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
IN NO CASE SHALL THE HOST, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM PARTICIPATION IN THE MAKEATHON OR USE OF ANY OF BENEFIT, SERVICE, OR PRODUCT PROCURED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE HOST’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. Relationship of the Parties.
The relationship established between each Participant and the Host through these terms is that of an independent contractor, and nothing contained herein shall create a partnership, joint venture, agency, employer/employee or similar relationship (including that of a worker).
13. Indemnification
Each Participant agrees to indemnify, defend and hold harmless the Host and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of Participant’s breach or alleged breach of these terms or the documents they incorporate by reference, and/or Participant’s violation of any law or the rights of a third-party (including, without limitation, that which is related to Participant’s inclusion of third-party property in the applicable Project(s)).
14. Severability
In the event that any provision of these terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
15. Termination
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These terms are effective unless and until terminated by either the Participant or the Host. The Participant may terminate these terms at any time by notifying the Host that the Participant is withdrawing from the Makeathon.
If in the Host’s sole judgment, a Participant fails, or the Host suspects the Participant has failed, to comply with any term or provision of these terms, the Host also may terminate this agreement at any time without notice.
16. Entire Agreement
The failure of the Host to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. These terms and any policies or operating rules posted by the Host in any Discord server or distributed to the Participants through email, Discord, website, or any other means through which the Participants may communicate or receive communications from the Host, constitutes the entire agreement and understanding between each Participant and the Host and govern participation in the Makeathon, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written (including, but not limited to, any prior versions of these terms).
Any ambiguities in the interpretation of these terms shall not be construed against the drafting party.
17. Governing Law
These terms and any separate agreements related to the Makeathon shall be governed by and construed in accordance with the laws of California.
Agreed and Accepted: