Mission for the Future Rules and Participation Terms

Thank you for your interest in the LG NOVA’s Mission for the Future Challenge sponsored by the LG NOVA innovation center, a business unit of Zenith Electronics, LLC (“Sponsor”).

These Mission for the Future Rules and Participant Terms (the “Agreement”) constitute a legally binding agreement between Sponsor and you (“Participant” or “you”) and govern your participation in the Mission for the Future Challenge competition and related activities (collectively, “The Challenge”), including your application to the competition, and other materials you submit and provide to us throughout The Challenge prior to our public announcement of the Finalists (the “Materials”).  Please be certain to read this Agreement, along with the supplementary guidance we make available about The Challenge on the LG NOVA Mission for the Future Challenge Website (https://missionforthefuture.lgnova.com/competition-details) and the LG NOVA Mission for the Future Challenge Apply Page (https://www.f6s.com/lg-innovation-challenge-2021) (collectively, “Competition Guidance”), carefully as they contain important information. 

BY CLICKING AN “I AGREE” OR “I ACCEPT” BUTTON IN CONNECTION WITH THE MISSION FOR THE FUTURE CHALLENGE, COMPLETING THE REGISTRATION PROCESS FOR THE CHALLENGE, OR SUBMITTING AN ENTRY, YOU (A) REPRESENT AND WARRANT THAT YOU ARE ELIGIBLE TO PARTICIPATE IN THE MISSION FOR THE FUTURE CHALLENGE; (B) HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE COMPETITION GUIDANCE; AND (C) AGREE TO BE BOUND BY ANY DECISIONS MADE BY OR ON BEHALF OF SPONSOR AND THE JUDGES WITH RESPECT TO YOUR ENTRY. THE INDIVIDUAL SUBMITTING AN ENTRY AND ACCEPTING THIS AGREEMENT ON BEHALF OF PARTICIPANT REPRESENTS AND WARRANTS THAT THEY ARE AT LEAST EIGHTEEN (18) YEARS OLD AND HAVE THE AUTHORITY, THE RIGHT, AND THE CAPACITY TO LEGALLY BIND PARTICIPANT.

YOU ARE FREE TO REJECT THIS AGREEMENT, BUT IF YOU DO NOT ACCEPT ALL OF THE PROVISIONS OF THIS AGREEMENT, THEN YOU MAY NOT PARTICIPATE IN THE MISSION FOR THE FUTURE CHALLENGE.

The Competition Guidance is incorporated into this Agreement by this reference. You agree that it is your responsibility to remain informed as to any changes to the Competition Guidance, which may be updated from time to time during The Challenge. In the event of any question or matter arising out of any point not expressly addressed in this Agreement or the Competition Guidance, please contact Sponsor at www.missionforthefuture.lgnova.com/questions. You acknowledge and agree that Sponsor has the sole authority and discretion to resolve any disputes, ambiguities or conflicts relating to this Agreement, the Competition Guidance, or any matter relating to The Challenge, and that Sponsor’s decision with respect to any such dispute shall be final and unchallengeable and no correspondence or discussion shall be entered into, comment issued, or reason given in respect of any decision made by Sponsor. Should there be any conflict between any provision in the body of this Agreement and the Competition Guidance, the provision in this Agreement shall control.

 

RULES

  1. Mission for the Future Challenge
    1. Mission for the Future Challenge Sites. For the most current information about The Challenge, please check the LG NOVA Mission for the Future Challenge Website regularly. To submit Materials, you will need to access the LG NOVA Mission for the Future Challenge Apply Page (which you can access via a link on the LG NOVA Mission for the Future Challenge Website). The LG NOVA Mission for the Future Challenge Website and the LG NOVA Mission for the Future Challenge Apply Page are collectively referred to herein as the “Challenge Sites.”
    2. Dates and Deadlines. The 2021-2022 LG NOVA Mission for the Future Challenge starts on September 1, 2021, 7:00 AM Pacific Standard Time. All Entries must be received electronically as indicated on The Challenge Sites. All Entries must be submitted via the LG NOVA Mission for the Future Challenge Apply Page at https://www.f6s.com/lg-innovation-challenge-2021. Late Entries will not be considered. Dates and times are subject to change.
    3. Location. The Challenge, and any part thereof, including the judging process may be held in-person or virtually, at Sponsor’s discretion.
    4. Changes. Sponsor reserves the right to cancel, change or suspend The Challenge for any reason, including cheating, technology failure, catastrophe, epidemics or pandemics, war or any other unforeseen or unexpected event that affects the integrity of The Challenge. If the integrity of The Challenge cannot be restored, Sponsor may (but is not required to) select winners from among all eligible Entries received before The Challenge was cancelled, changed or suspended. In addition, Participant agrees that Sponsor may make changes to the Competition Guidelines governing The Challenge (including with respect to the awarding of prizes) at any time and without notice or liability.
  2. Eligibility
    1. Entity Type. The Challenge is open to all types of participants, including any of following, as long as the participant meets the eligibility criteria in Section 2(b):
      • Individuals or individual Entities: Companies of any size, academic researchers, research institutions, accelerators, incubators, technology transfer firms, consultants, venture capitalists, entrepreneurs, and inventors.
      • Team Entries: Teams and collaborative groups of one or more individuals or entities (each, a “Team”) provided that (i) the Materials submitted for the Team designates a primary point of contact (“Team Contact”) to engage with Sponsor; (ii) Sponsor shall not be responsible for communicating with any Team members other than the Team Contact; and (ii) Sponsor shall not be held responsible for or be deemed a party to any teaming agreements, verbal, written or implied, formed between members of the Team.
    2. Eligibility Requirements. To be eligible for The Challenge:
      1. Participant or, for Team Entries, a participating member of the Team, must have developed, or be in the process of developing a product or service based on a new or innovative technology, or an innovative application of an existing technology developed by Participant or the participating member of the Team (“Participant Innovation”).
      2. The Participant Innovation developed or under development has the potential to address one of the following five key focus tracks:
        1. Connected Health
        2. Energizing Mobility: Renewable Energy and EV charging
        3. Smart Lifestyles: Intelligent and Connected Services and Devices
        4. The Metaverse
        5. Innovation for Impact: Open category for solutions that improve people’s lives
      3. Participant complies with this Agreement, including the Competition Guidance.
      4. There are no restrictions on future funding of Participant or, for Team Entries, any participating member of the Team, based on the Participant’s or the Team’s funding as of the date of its https://missionforthefuture.lgnova.com/contact submission.
      5. For any Participant or Team member (for Team Entries) that is a legal entity, it (A) is organized under the laws of a Country which is not an Excluded Country (as defined herein), and (B) does not have any subsidiaries or affiliates located or incorporated in any Excluded Country (an “Eligible Country”).
      6. (A) If Participant is an individual, Participant is, or (B) if Participant is an entity, at least one founder or executive of the entity, or (C) for Team Entries, at least one Team member or founder or executive of a Team member is a legal resident of an Eligible Country, and is at least eighteen (18) years of age as of the date of Material submission.
      7. Participant is not, and no officer, director, manager or employee of Participant or, for Team Entries, of any Team member is subject to sanctions in the United States or listed on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or the Office of Foreign Assets Control Sanctions Lists, which may be found here.
      8. Participant does not have, and no officer, director, manager or employee of Participant or, for Team Entries, of any Team member has, any familial or financial relationship with Sponsor or any Judge. If Participant becomes aware of any fact or circumstance that any such relationship exists or has developed prior to the judging of The Challenge, Participant agrees to notify Sponsor immediately.
    3. Excluded Countries:
      Each of the following is an Excluded Country: Crimea – Region of Ukraine, Cuba, Iran, North Korea (Democratic People’s Republic of Korea), Sudan and Syria.
  3. Entries.
    Submission and Restrictions. Materials guidelines and descriptions of the information required to complete Materials are available at Challenge Sites. Entries submitted in any other manner shall be considered ineligible. Sponsor will not accept any Entries or attachments submitted via email, physical mail, courier, fax or otherwise, or that are submitted beyond the deadline. Once the Materials are uploaded, the Materials are final and may not be modified, supplemented or edited. If required information is not included in your Materials or otherwise doesn’t meet the Material requirements, your Materials will be disqualified. In addition, the following restrictions apply:
    1. Only one Materials may be submitted per Participant or Team, for Team Entries.
    2. All Entries must be in English, without exception.
    3. All Materials must not contain any Restricted Content. “Restricted Content” is content that:
      1. Infringes or otherwise violates the intellectual property rights of any third party, including copyrights, moral rights, patents, trademarks, design rights, trade secrets and rights of publicity;
      2. Discloses or relies upon the confidential or proprietary information of a third party without appropriate written permission;
      3. Contains libelous, defamatory, disparaging or unlawful content;
      4. Invades the privacy or right of publicity rights of any person (living or deceased), or otherwise infringes upon a third party’s personal or proprietary rights; and
      5. Violates any laws or regulations.

    Sponsor may disqualify any Materials if it includes Restricted Content or other content that Sponsor determines, in its discretion, is unsuitable for The Challenge. Any such Materialsdisqualification may be made without any liability to Sponsor or any Judges or any other organizations, entities, vendors or advisors associated with the Mission for the Future Challenge (“Challenge Partners”).
  4. Judging for The Challenge
    A team of Judges from LG will review all eligible Entries. Submissions will be evaluated according to market attractiveness, team strength, right to win, potential synergy with LG, innovation, etc. (subject to change). Throughout the process, Sponsor may invite a diverse group of highly experienced investors and industry experts to evaluate each application. Judges are required to recuse themselves from judging any Materials from a Participant if the Judge has a personal or business relationship with the Participant, including as formal advisors, investors, or family members. Sponsor reserves the right to assign or remove Judges at any time and for any reason. Sponsor is under no obligation to notify you or any other participant of any changes to the panel(s) of Judges or to otherwise disclose any information about any Judges.
    All decisions regarding the outcome of The Challenge are the sole responsibility of the Judges selected to assess your Materials. All decisions made by Judges relating to The Challenge, including any decisions to name no winners, will be final and binding. Neither Sponsor nor any of the Judges is under any obligation to provide rankings, scores, or feedback of any kind regarding any Materials.
  5. Awards and other Challenge Benefits. As part of The Challenge, it is anticipated that the Judges will select one or more groups of finalists from the pool of all Participants that submitted eligible Entries by The Challenge Materials Deadline (each, a “Finalist”). Finalists will be invited to continue to participate in The Challenge competition through subsequent rounds of competition until ultimate winner(s) are selected (each, a “Winner”).
    1. Finalists. In addition to being eligible for monetary awards described in the Competition Guidelines (“Awards”), Finalists will be eligible to participate in seminars, mentoring and other learning and networking opportunities, if any, that Sponsor makes available as part of The Challenge. Such activities may be held in person or virtually, as determined by Sponsor and any Challenge Partner involved, in their sole discretion.
    2. Winners. Winners will be highlighted on one or both of The Challenge Sites and in social media, subject to terms of this Agreement, including the media consent and release in Section 6.
    3. Notice, Conditions and other Terms.
      1. All Winners will be notified at the e-mail address provided in their Materials. If (A) any Award notification is returned as “undeliverable,” (B) a Finalist does not provide the required confirmations within three (3) days of notification, (C) the Finalist is found ineligible, or (D) the Materials does not comply with this Agreement, such Materials may be disqualified, and the Judges will select a replacement Winner.
      2. All Awards are subject to verification of eligibility and compliance with this Agreement, including the Competition Guidance. Failure of Participant to demonstrate eligibility will result in disqualification. Sponsor reserves the right to require Winners to submit to a confidential background check to confirm eligibility as a condition of awarding any prize to help ensure that the use of any such person in advertising or publicity for The Challenge will not bring Sponsor into public disrepute, contempt, scandal or ridicule or reflect unfavorably on The Challenge as determined by Sponsor in its sole discretion.
      3. This is a voluntary competition of skill and innovation and no fee is required to enter or participate. Whether or not your Materials is determined as a Winner depends on how your Materials addresses The Challenge, and how your Materials compares to the other Entries submitted in The Challenge when evaluated based on the sole judgment of the Judges and Sponsor.
      4. All Awards are final.
      5. No substitution, barter, assignment or transfer of Award or opportunities (to the extent any such items are available) is permitted.
      6. There is no offer of a royalty, or other financial compensation implied beyond the Award described in any official Award letter issued by an authorized representative of Sponsor. Participant is solely responsible for any expenses incurred to participate in The Challenge, including but not limited to any travel costs. Sponsor, the Judges, and The Challenge Partners will have no responsibility for any Participant’s costs and expenses related to The Challenge. Participant is solely responsible for any taxes, tariffs or other applicable governmental charges from any federal, state or local authority that may be due as a result of any Award or obtaining any opportunities as a result of The Challenge. Participant should seek independent advice regarding tax and other liabilities associated with any Award that may be available or receiving other benefits as a result of The Challenge.

PARTICIPATION TERMS

  1. Materials, Publicity and Media Release
    1. Except for the limited licenses granted herein, you retain all right, title and interest, including all intellectual property rights, in and to your Materials. You hereby grant Sponsor and the Judges a non-exclusive, worldwide, royalty free, transferable, sublicensable, perpetual and irrevocable license to copy, display, perform, distribute, create derivative works and otherwise use your Materials for any purpose related to the Mission for the Future Challenge or other activities, programs, services or competitions hosted, sponsored or provided by Sponsor. Participant further acknowledges and agrees that the Mission for the Future Challenge judges (“Judges”) and Challenge Partners will have access to and may retain copies of its Materials. No Entries will be returned to participants.
    2. Participant hereby irrevocably agrees, on behalf of itself and the individuals identified in accordance with this section to represent the Participant (or for Team Entries, the Team) that, if Participant is identified as a Finalist, its name (and, for Team Entries, the name of the Team) and a non-confidential description of its Materials may be publicized in whole or in part, or not at all, on The Challenge Sites and through other marketing channels worldwide. Publicity may be done by Sponsor or a third party authorized by it, including any Challenge Partners and vendors.
    3. Participant will identify one (1) or more representatives to represent Participant in The Challenge, and Participant hereby confirms that its representative(s) irrevocably agrees to allow Sponsor to use each such individual’s name, likeness, voice, image, photo or video, including statements made by such representative(s) (collectively, the “Materials”), worldwide for any purpose and in any manner in connection with The Challenge or any other promotional purposes, including activities, programs, services or competitions hosted, sponsored or provided by Sponsor without compensation, notice or further consent. Examples of uses of the Materials include (i) public streaming of the final judging, including streaming of Participant’s pitches; (ii) internet-based distribution/promotion, including social media; (iii) marketing or promotional purposes, including future activities or events; (iv) media distribution; and (v) archival purposes.
    4. Participant and its representative(s) agree that any right to inspect or approve the uses of the Materials have been waived, and Participant and its representatives have no claim to any compensation arising out of the use of the Materials.
    5. Participant and its representative(s) further agree (i) to release Sponsor and The Challenge Partners, and their respective employees and agents from, and (ii) not to sue or bring any proceeding against any of the same for any claim arising out of the use of the Materials, or any claims of ownership in or to the Materials.
    6. Participant and its representative(s) understand that this Agreement does not represent an obligation or commitment by Sponsor to use any Materials, or take any authorized action.
    7. Participant and its representative(s) hereby grant Sponsor and The Challenge Partners and their respective employees and agents, the right to record and edit any portions of The Challenge, whether held in person or virtually, and to use and publish such Materials.
  2. Use of Marks. Except as expressly set forth herein, Participant shall not use the names, trademarks, service marks, seals, logos, insignias, trade dress, or any other designation of source or origin subject to legal protection, copyrighted material or similar intellectual property (“Marks”) of Sponsor or any Challenge Partner in any way without such party’s prior written permission in each instance, which such party may grant or withhold in its sole and absolute discretion.
  3. Confidentiality. You acknowledge, understand, and agree that given the nature of The Challenge, many individuals, including Sponsor, the Judges and The Challenge Partners may have access to your Materials for the purposes described in this Agreement, including the Competition Guidelines. FOR THAT REASON, IT IS YOUR RESPONSIBILITY TO NOT INCLUDE IN YOUR ENTRY ANY INFORMATION THAT YOU TREAT AS CONFIDENTIAL OR PROPRIETARY. ANY CONFIDENTIAL INFORMATION YOU SHARE IN YOUR ENTRY IS PROVIDED AT YOUR SOLE RISK. BY ENTERING THE CHALLENGE, YOU HEREBY WAIVE ALL RIGHTS TO SEEK INJUNCTIVE OR EQUITABLE RELIEF, OR TO CLAIM PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ATTORNEYS’ FEES AGAINST SPONSOR, ANY CHALLENGE PARTNER, OR ANY OF THEIR AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES.
  4. Participant Representations and Warranties; Indemnity.
    1. Representations and Warranties. Participant represents and warrants that: (i) Participant meets the eligibility requirements in Section 2, above, and all other conditions of participation in The Challenge; (ii) the Materials are the original work of the Participant named in the Materials (e.g., individual, team, entity) on whose behalf it is being submitted, and is factually accurate; (iii) Participant has the authority and sufficient rights to submit the Materials on behalf of the individual, team, or entity, e.g., a corporation, identified as “Participant” in the Materials; (iv) Participant is the sole owner of all rights relating to its Materials, or has obtained all necessary rights, including all copyrights, moral rights, patents, trademarks, design rights, trade secrets, rights of publicity, and other relevant intellectual property rights for access to and use of the Materials by Sponsor, the Judges and Challenge Partners in connection with The Challenge or otherwise as contemplated in this Agreement and the Competition Guidelines; (v) the Materials  does not contain malicious code, viruses, malware, timebombs, cancelbots, worms, Trojan horses or other potentially harmful programs or other material or information; (vi) use of the Materials  for The Challenge does not trigger any financial liability for Sponsor; and (vii) submission of the Materials does not violate applicable law or regulation.
      Breach of any of the foregoing warranties or representations by Participant may result in its Entry being invalidated and/or Participant being disqualified from the Mission for the Future Challenge. Nothing herein is intended to limit any other remedies available at law or in equity to Sponsor, the Judges, and The Challenge Partners.
    2. Indemnification. Participant agrees to indemnify and hold Sponsor, the Judges, The Challenge Partners and their respective affiliates, officers, directors, and agents, and any of their employees (“Indemnitees”), harmless from any and all claims, damages, settlements, expenses, costs (including reasonable attorneys’ fees) and liabilities brought or asserted by any third party against any of the Indemnitees due to or arising out of the use of any element of Participant’s Materials, or the Participant’s conduct in creating or submitting the Materials, or otherwise in connection with Participant’s participation in The Challenge, or its breach of any of the representations and warranties made hereunder.
  5. Participant Responsibilities. Participant is responsible for (a) compliance with applicable laws and regulations relating to your participation in The Challenge; (b) all equipment, expenses, resources, insurance and/or costs incurred by or on behalf of any Participant while participating in The Challenge; and (c) to the extent applicable, abiding by its employer’s policies regarding participation in this Challenge. Sponsor disclaims any and all liability or responsibility for disputes arising between you, your employer and any other party related to your participation in The Challenge.
  6. Other Disclaimers and Release of Liability
    1. Materials Disclaimers. Sponsor will not be responsible or liable for any incomplete upload of any Materials, and/or for any misdirected or invalid Entries due to transmission errors or corrupted data files, including without limitation, interruption or inability to access The Challenge Apply Page, problems with internet connectivity, firewalls, virus protection software or hardware devices, and/or Entries that are late, destroyed, lost, stolen, misdirected, tampered with, incomplete, deleted, or not in compliance with this Agreement, including any provision of the Competition Guidelines.
    2. No Offer or Contract. Under no circumstances shall the submission of Materials or your participation in The Challenge, the making of an Award, or anything in this Agreement be construed as an offer or contract of employment with Sponsor or any Challenge Partner. You acknowledge that you have submitted your Materials voluntarily and not in confidence or in trust. You acknowledge that no confidential, fiduciary, agency or other relationship or implied-in-fact contract now exists between you and Sponsor or any Challenge Partner, and that no such relationship is established by your submission of Materials.
    3. No Obligations. You acknowledge that multiple participants may submit Entries that contain concepts, approaches, or technologies similar to your Materials and that Sponsor, The Challenge Partners and/ or their respective subsidiaries and partners may already be investigating or developing solutions or have business activities that are related to or similar to those disclosed in your Materials. You acknowledge that Sponsor’s actions with respect to other Materials or one of its own solutions, investigations, or business activities, even if similar to your Materials, shall not create any liability, of any kind, by Sponsor to you or others. Further, Sponsor is not and shall not be restricted in any way from pursuing, developing, or commercializing, in any way that it sees fit, independent of you and at its sole discretion, any activity or technology that is created independent of your Materials. For the avoidance of doubt, you acknowledge that Sponsor is not obligated to take any action whatsoever with regard to your Materials.
    4. Liability Waiver and Release.
      Participant agrees that Sponsor, the Judges, The Challenge Partners, and anyone acting on behalf of any of the foregoing in any way (“Released Parties”) will have no responsibility or liability (including, but not limited to, liability for any property loss, damage, personal injury or death, or for claims based on publicity rights, defamation, and/or invasion of privacy) in connection with The Challenge, including participation or the acceptance, receipt, possession, misuse, nonuse or use of any Award or opportunity (or portion thereof); or any damage to Participant’s (or any third person’s) computer and/or its contents related to or resulting from any part of The Challenge; even if caused by the negligence of the Released Parties.
      Participant acknowledges that the Released Parties have wide access to ideas and that new ideas are frequently submitted to them or are being developed by their employees, including ideas that may be competitive with Participant’s business. Participant agrees that it will not be entitled to any compensation as a result of any Released Entity’s use of material that is similar or identical to its Materials.
      Participant, on its own behalf and on behalf of the Participant Team Members, and their respective shareholders, directors, officers, employees and agents, hereby expressly waives all rights any of them have or may hereafter claim to have to claim irreparable injury, equitable relief, direct, indirect, punitive, incidental and/or consequential damages, attorney fees or any damages other than actual out-of-pocket costs incurred to enter The Challenge, and further expressly waives all rights they, or any of them, may have or may claim to have under the provisions of California Civil Code Section 1542, or equivalent law of any jurisdiction, which provides:
      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
      In no event will the Released Parties’ aggregate liability under this Agreement or in any way in connection with The Challenge exceed U.S. $100. Participant agrees to release all rights to bring any claim, action, or proceeding against the Released Parties.
  7. Privacy. The terms of Sponsor’s privacy policy, found at missionforthefuture.lgnova.com/challenge-privacy, apply, and are incorporated in this Agreement by reference.
  8. Choice of Law, Dispute Resolution; Binding Arbitration
    1. Choice of Law. This Agreement, including the Competition Guidelines, will be interpreted under the laws of the state of California, U.S., and controlling U.S. federal law. You acknowledge and agree that all aspects and content of your Materials, including all information, developments, inventions, and works of authorship, shall be treated as if made in the U.S. and U.S. laws relating to patents, inventions, assignments, and innovation compensation shall supersede the relevant laws of any country in which the Materials may have been conceived, developed, or reduced to practice.
    2. Dispute Resolution. If Participant has any dispute regarding The Challenge, Participant must first give Sponsor an opportunity to resolve the dispute by sending a written description of the dispute to Sponsor at missionforthefuture.lgnova.com/contact. Sponsor and Participant will negotiate Participant’s dispute in good faith. If the dispute is not resolved within sixty (60) days after Sponsor acknowledges receipt of Participant’s description of its dispute, Participant may pursue arbitration as described in Section 13(c), below.
    3. Binding Arbitration. Except as provided below and to the extent permitted by law, Sponsor and Participant agree that any dispute relating to The Challenge that is not resolved by the dispute resolution process above may be resolved by binding arbitration to be held in the county of Santa Clara, California, in accordance with the Commercial Rules then in effect of the American Arbitration Association (“AAA”). The parties will mutually agree on a single arbitrator. If the parties cannot mutually agree, the arbitrator will be appointed by the AAA. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The party that does not prevail in the arbitration will pay all of the costs and expenses of such arbitration, and each party will separately pay its respective counsel fees and expenses. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages listed in this Agreement and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages.
  9. Miscellaneous
    1. Damage or Disruption. Any attempt to deliberately damage The Challenge Sites, defraud Sponsor or any Judge or Challenge Partner, or tamper with or undermine the legitimate operations of The Challenge may be a violation of civil and/or criminal laws, and responsible persons may be prosecuted or sued to the full extent permitted by law and will not be eligible for an Award or to be a Winner.
    2. Entire Agreement. This Agreement, including the Competition Guidelines, constitutes the parties’ entire agreement on this matter, superseding all previous negotiations or agreements.
    3. Severability. The invalidity or unenforceability of any provision of this Agreement, including any provision in the Competition Guidance, shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, this Agreement, including the Competition Guidance, shall otherwise remain in effect and be construed in accordance with their terms as if the invalid or illegal provision was not contained herein.
    4. Void Where Prohibited. If The Challenge is deemed unlawful in any country, all entries from such country will be void, as determined by Sponsor.

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