1. Participating in the Challenge

1.1 Entry Deadline. Entries received by the relevant deadline will be assessed against the relevant judging criteria set out in the promotional materials for each of the open innovation challenges hosted by the three (3) selected cities (each a “Host City” and collectively, the “Host Cities”), including any age limit. Late entries, entries that do not meet the eligibility criteria, and entries in languages other than English will not be accepted. The Challenge Team is not responsible for and will disregard entries that are lost, incomplete, damaged or late due to computer, network or telecommunications failure based on third-party telephone or data networks.

1.2 Eligibility. Employees of TMF, WRI and Nesta, other individuals working on the Challenge, and their immediate families, are not eligible to enter. Unless otherwise stated, you must bear all your costs of entering and participating in the Challenge; provided, however, selected participants will be granted a certain amount of funds to be used while participating in the Challenge, including for travel, subject to the terms of the Innovator Agreement as defined below. You may make multiple entries to the Challenge provided you complete a separate entry form for each entry.

1.3 Criteria. Eligible entries will be assessed against the relevant judging criteria. Entrants may be asked to complete further tasks as described in the promotional materials. Performance will then be assessed against the relevant judging criteria.

Contact Information. We will use the contact details you provide to contact you about the Challenge. All communication between you and us in relation to the Challenge must be in English. If you don’t respond within 14 days, or if you subsequently withdraw or are withdrawn from the Challenge for any reason, we may select another entry in your place, but are not obliged to do so.

1.5 Selection. The judges’ decision about selection, including the validity of any claims and data submitted, is final. The judges may at their sole discretion decide not to select any winners where no entry meets the relevant criteria.

1.6 Innovators Agreement. If you are selected to participate in the Challenge, you and TMF shall enter into an innovator agreement setting forth the Terms and Conditions of your participation in the Challenge (the “Innovator Agreement”). Subject to the Terms and Conditions of the Innovator Agreement, any Challenge funds to be disbursed at each applicable stage of the Challenge (“Implementation
Funds”) shall be used in the Host City exclusively to promote industry, commerce, and social enterprise that advances safe, inclusive and sustainable mobility solutions fit for the future and aligned with TMF’s core principles. TMF reserves all rights to require additional applicable terms for the Challenge as made available and effective when posted on the Challenge website.

1.7 Participants. The judges will select a certain number of semi-finalists and finalists in each City to participate. From the selected finalists, up to three (3) winners will be selected from each city. The winner(s) shall be rewarded a certain amount of additional Implementation Funds to be used for at least twelve (12) months following the end of the Challenge. Any Implementation Funds disbursed will be paid in USD and the winner is responsible for payment of all tax and other charges as may be applicable in relation to the award of the Implementation Funds.

1.8 Refusal of Entry. We reserve the right at our sole discretion to refuse any entry or to make no award if none of the entries meet our required standards. We may also vary the form or substance of the Challenge (including deadlines, event dates and the number of entries selected for each phase) as we deem appropriate in the circumstances to ensure the success of the Challenge. We may also suspend or
withdraw the Challenge if funding is withdrawn or we judge that the Challenge will no longer achieve its aims. We reserve the right at our sole discretion to remove you from the Challenge if you do not comply with these Terms and Conditions, if you cheat or behave in a way that is disruptive, inappropriate, or potentially dangerous, if you fail to participate fully or do anything to damage the reputation of TMF and/or our partners.

1.9 Joint Entry. If you submit a joint entry (as a consortium) with another organization or a team of organizations, you must nominate a lead organization. The lead organization is responsible for making sure that all joint entrants are aware of and comply with these Terms and Conditions and all relevant entry information on the Challenge. Organizations entering the Challenge as part of a joint entry shall be jointly and severally liable for their obligations under these Terms and Conditions.
1.10 Terms and Conditions. We reserve the right to vary these Terms and Conditions at any time. Variations will take effect from the date they are posted on our website at www.sustainablecitieschallenge.org, so please check regularly to see the current version.

2. Your Promises To Us

2.1 Challenge Participation. To participate in the Challenge, you must:

(a) satisfy the relevant eligibility criteria and ensure that all information submitted by you is true, accurate, and complete. We reserve the right to ask for additional evidence of claims made by you, to validate claims by any means we see fit and/or to reject claims at our sole discretion;

(b) submit an entry which is your own idea and not copied from anyone else;

(c) have, or will obtain, all authorizations, consents and permissions necessary to submit your entry, develop and implement your proposed solution, and comply with these Terms and Conditions;

(d) ensure that your entry will not infringe any intellectual property or other third-party rights or breach any contractual obligation. We may withdraw your entry if we receive notice that it infringes any third-party rights;

(e) act lawfully, ethically, and in good faith and comply with the rules of the Challenge and any relevant laws, regulations, guidelines, and codes of practice;

(f) comply with our reasonable instructions while participating in the Challenge, including in relation to health & safety and security;

(g) ensure that your entry does not contain any defamatory, libelous, obscene, or otherwise illegal content;

(h) not upload, post, or otherwise transmit any content that contains software viruses, malware, Trojan horses, worms, timebombs, cancelbots, or any other potentially harmful codes or programs that are designed to disrupt, damage, or limit the functioning of any software or hardware;

(i) not threaten, harass, or display any threatening and/or harassing behavior towards other entrants or participants; and

(j) use any Implementation Funds received at any phase of the Challenge in your respective Host City solely to meet the objectives of the Challenge during and after the Challenge.

Timeline. You shall comply with the deadlines and milestone requirements as communicated by TMF.

3. Information and Publicity

3.1 Information. We will use information that you provide, including your personal details, to process your entry to the Challenge, to administer the Challenge, to let you know about other TMF events and activities, and/or to evaluate the Challenge. We may share your personal information with our partners and anyone helping us to run or evaluate the Challenge, subject to appropriate obligations of confidentiality and data protection. Some of these organizations may process your information in countries outside of the UK or European Economic Area (EEA) where data protection laws are not the same as in the UK and/or the EEA. Please see our Privacy Policy for more information about how personal information may be used. By submitting an entry, you accept the Privacy Policy available at https://sustainablecitieschallenge.org/privacy-policy-legal-notice.

3.2 Publicity. We may carry out publicity and promotion for the Challenge and publish impact results in relation to the Challenge. You agree to participate in publicity for the Challenge and consent to the use of your name, a summary of your solution, and photographs/recordings of your participation in the Challenge in promotion and publications in any media and online. Before publication, we will use reasonable efforts to take into account any concerns provided in advance in writing about confidentiality and intellectual property rights in your solution.

3.3 Public Statements. Any public statements made by an entrant, participant, or winner in relation to the Challenge during the Challenge and for the following year must acknowledge the support of TMF and our partners and must be approved by TMF in advance.

3.4 Public Announcements. You shall not issue or make public any marketing, advertising, promotional materials, press releases or other public announcements regarding the Challenge or the activities taken hereunder except upon written and authorized agreement of TMF, unless required by law, in which case, to the extent reasonably practicable and legally permissible, TMF shall be consulted as to the content and timing of such release, announcement or statement.

4. Non-disparagement.

4.1 Non-disparagement. You agree and warrant that at no time will you make any statements or take any actions (orally or in writing in any media and in any form of communication) which could reasonably be considered to disparage or defame TMF or its affiliate or its directors, officers, employees, or representatives, or in any way, directly or indirectly, cause the making of such statements, or the taking of such actions by anyone else. Nothing in this Section 4.1 is intended to, nor should it be construed to limit your rights to respond truthfully as required by applicable law or a valid legal process.

5. Intellectual Property Rights.

5.1 IP Rights. You will retain your intellectual property rights in your entry to the Challenge. No license in patent, copyright, trademark, trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled, or licensable to you, is granted to you or shall be implied or arise by estoppel.

6. Anti-Corruption; Anti-Bribery; Anti-Money Laundering.

6.1 Anti-Corruption; Anti-Bribery. You shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including the US Foreign Corrupt Practices Act. You shall not make, directly or indirectly, in connection with the Challenge or in connection with any other business transaction related to TMF, a payment or gift of, or an offer, promise, or authorization to give money or anything of value to any government official, person or entity while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, given, or promised, directly or indirectly, to a government official or another person or entity.

6.2 Anti-Money Laundering. At all times while participating in the Challenge, you must be in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable anti-money laundering statutes of all jurisdictions where you conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency.

7. Confidentiality.

7.1 Confidentiality. The Party receiving Confidential Information from the other Party shall not disclose Confidential Information to a third party (other than the Party’s employees, lenders, counsel, accountants, directors or advisors, or any such representatives of a Party’s affiliates, who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding applicable to such Party or any of its affiliates; provided, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.

7.2 “Confidential Information” means information, whether oral or written, that is delivered by one Party to the other Party that either Party stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other. Confidential Information does not include (i) these Terms and Conditions; (ii) information that was publicly available at the time of the disclosure, other than as a result of a disclosure in breach of these Terms and Conditions; (iii) information that becomes publicly available through no fault of the recipient after the time of the delivery; information that was rightfully in the possession of the recipient (without confidential or proprietary restriction) at the time of delivery or that becomes available to the recipient from a source not subject to any restriction against disclosing such information to the recipient; and information that the recipient independently developed without a violation of these Terms and Conditions.

8. Indemnification; Insurance.

8.1 Indemnification. You shall indemnify, defend, and hold harmless the Challenge Team, and each of its Affiliates, directors, officers, employees, and agents (collectively, the “Indemnified Party”) from and against all suits, proceedings, claims, demands, losses and liabilities of any kind or nature, including, but not limited to, all litigation costs and expenses, attorney’s fees, settlement payments
and damages (“Losses”), based on, arising from, or relating to: (i) any acts or omissions by you, or of your Affiliates, directors, officers, employees, agents and subcontractors or anyone directly or indirectly employed by them in the performance of these Terms and Conditions (the “Indemnifying Party”), which give rise to legal liability to the Indemnified Party, including, without limitation, personal injury or death to persons and damage to the property of any third party; (ii) actual or alleged infringement of any intellectual property right or misappropriation or wrongful use of information or documents; (iii) any grossly negligence or more culpable act or omission of by you (including any reckless or willful misconduct) in connection with the performance of your obligations under these Terms and Conditions (iv) any failure by you to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under these Terms and Conditions; and/or (v) your breach (including inaccuracy of any representation of warranty made hereunder), performance or non-performance of its obligations under these Terms and Conditions.

8.2 Insurance. You shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability) with limits no less than $2,000,000 for each occurrence and $4,000,000 in the aggregate with financially sound and reputable insurers. At any time, TMF may reasonably request for you to carry additional insurance coverage. You agree to use reasonable efforts to obtain and maintain any additional coverage. Upon TMF’s request, you shall provide TMF with a certificate of insurance from the Innovator’s insurer evidencing the insurance coverage specified in these Terms and Conditions. The certificate of insurance shall name the Challenge Team as additional insured. You shall provide TMF with thirty (30) days’ advance written notice in the event of a cancellation or material change in your insurance policy.

9. Limitation of Liability.

9.1 Limitation of Liability. To the fullest extent permitted by applicable law, TMF excludes all liability for any direct or indirect loss or liability, costs, claims, taxes, charges or expenses arising from your participation in the Challenge or your reliance on statements made or advice given by us, our partners or contractors. If you submit any materials or items as part of your entry to the Challenge, this is at your own risk. TMF gives no undertakings to keep safely, maintain or return any materials or items.

10. Governing Law and Jurisdiction.

10.1 Governing Law and Venue. These Terms and Conditions and any action related thereto shall be governed, controlled, interpreted, and defined by and under the laws of Japan, without regard to the conflicts of laws provisions thereof. Venue for any action under these Terms and Conditions shall be Dallas County, Texas. The Parties hereby waive any defense of lack of personam jurisdiction, forum non conveniens, or improper venue in any such action.