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BigCarrot Inducement Contest Terms and Conditions

Term of Each Contest

Each Contest entry period commences when the final rules for a specific Contest are completed and continues until the Prize is awarded (the "Contest Term"). No additional submissions will be accepted after the close of the Contest Term. BigCarrot reserves the right to cancel any Contest for any reason.

Eligibility

Creators, Claimants and Contributors (jointly referred to as “Participants”) are welcomed either as individuals or as teams made up of several persons. In the case of teams, one person must be designated as the team leader and will be solely responsible for receiving communications from and communicating with BigCarrot. Awarded Prizes will be distributed among the Participants and affiliated organizations according to the instructions of the team leader. Participants can represent themselves or be the authorized representatives of a company or academic institution. If a Participant is an employee of a corporation or academic institution, enrolled as a student or representing their employer or academic institution in any Contest, it is their sole responsibility to review, understand and abide by their employer’s or academic institution’s policies regarding eligibility to participate in any Contest. If a Participant is found to be in violation of their school’s or employer’s policies, they will be disqualified from entering any Contest and being awarded or retaining Contest Prizes. BigCarrot disclaims any and all liability or responsibility for disputes arising between a student or employee and their school or employer related to any Contest.

Residents of Cuba, Iran, Syria, North Korea, Myanmar (formerly Burma) and Sudan are also ineligible to participate. Any Contest is void in these countries and where prohibited or restricted by law. BigCarrot reserves the right to limit, or restrict upon notice, participation in any Contest to any person at any time for any reason.

Registration and Enrollment

To participate in any Contest, Participants must accurately and truthfully complete the Participant registration information request online at www.bigcarrot.com (the "Site"). Any publicly displayed data may be changed if deemed inappropriate by BigCarrot, in its sole discretion. Each Participant must consent to be bound by these Terms and Conditions. All submissions must be in English. All entry information and submissions shall be deemed collected and judged in the United States.

The Authoring Process and the Draft Rules

Using a computer with access to the internet, the Creator shall visit www.bigcarrot.com and draft the rules or specific requirements for the Contest (the “Authoring Process”). The Creator will create specific rules for his or her Contest (the “Draft Rules”). Once satisfied with the Draft Rules, the Creator will set the duration of the time for public review (the “Review Process”). Each Creator will be subject to these General Terms and Conditions and the Creator Terms and Conditions.

The Review Process

After the Draft Rules have been submitted, subsequent visitors to the site will have the ability during the Review period to edit the Draft Rules using the following review process. All Participants may be involved with the revision of the Draft Rules by submitting revisions to the Draft Rules at the Site. After the duration of the Review Process has elapsed any visitor to the Site, who is not the Creator will only be able to view the most recent revision to the rules (“Edited Rules”) using a Preview Process, accessible on the Site and the Creator will be directed to the Approval Process.

The Approval Process

During the Approval Process, the Creator will have several options. If completely satisfied with the Edited Rules, the Creator will have the option to accept them and make the Contest available for funding. The Creator at this point will have the option to (1) Withdraw the Contest, or (2) decide that the Edited Rules is unsuitable and make additional edits. Should the Creator continue to remain dissatisfied with the Edited Rules, the option exists to extend the duration of the Review Period for further review by visitors to the Site. However, if satisfied with the Edited Rules, the Creator will choose to approve them (the “Final Rules”) and end the Authoring Process, Review Period and Preview Process. Upon finalization of the rules, the Creator will be responsible for administering (the “Administrator”) the Final Rules.

The Presentation Process

At this point Users of the Site will be able to read the Final Rules using the Presentation Process. Visitors to the Site have the option to either contribute to the endowment of the Contest (the “Contributors) or submit a claim if the User believes he or she has produced a solution to the challenge (the “Claimants”), defined by the Final Rules.

Contributors

Users who agree with the objective of the Contest could chose to participate the Contribution Process. The Contributor will enter the appropriate payment information, submit it to the Site and have it added to the value of the Contest. Each Contributor will be subject to these General Terms and Conditions and the Contributor Terms and Conditions.

Claimant

A User with a proposed solution to the Contest, will submit the proposed solution (the “Claim or Submission”). Each Claimant will be subject to these General Terms and Conditions and the Claimant Terms and Conditions.

Verification Process

After a Claim has been submitted, the Verification Process will be initiated. The duration of the Verification Process will be determined based on a set of pre-defined conditions which could depend on the number of Contributors to the Contest, the value of the Contest or other criteria decided upon by the BigCarrot, LLC, the owner/operator of the Site the “Operator”). During the Verification Process, every Contributor will be able to evaluate the Claimants submission and determine whether it meets the requirements stated in the Final Rules. Contributors will then vote to either accept or reject the submission. If the submission garners the requisite number of votes as pre-determined by the Operator, the Contest is considered solved, the Contest is closed and the value of the Contest Prize awarded to the Claimant. If the submission is rejected, the Contest Prize remains open and continues to be available for Contributions and Claims. Operator reserves the right to nullify and render void any Contributors who have registered more than once. Only one vote per Contributor shall be permitted. BigCarrot shall have the sole and exclusive right to determined whether the prize is ultimately awarded and to whom it is awarded to.

The Merger Process

The Creator, now referred to as the Administrator, will have a couple of options for administrating the Contest Prize. Although the rules of a Contest are fixed after the completion of the Approval Process, there are two instances when the Administrator may modify them. If there are two Contests with similar objectives that are reducing the effectiveness of each Contest individually, the Administrators of the respective Contest will have the option to initiate the Merger Process. The two Contest Administrators could choose to propose the merger of the two Contests into one with a common set of rules and initiate the Voting Process.

The Revision Process

The second method available to the Administrator for amending the Final Rules after the completion of the Approval Process is to initiate the Revision Process. If, at the discretion of the Administrator or Operator, it is determined that the Final Rules are deficient, the option exists to initiate the Revision Process. A revision to the Final Rules will be proposed and he approval of revised set of rules will be determined by contributors using the Voting Process.

The Voting Process on Merged and Revised Contests

After initiating the Merger Process or Revision Process, the Voting Process is initiated. The duration of the Voting Process will be determined based on a set of pre-defined conditions which could depend on the number of Contributors to the Contest, the value of the Contest or other criteria decided upon by the Operator. During the Voting Process, every User will be able to evaluate the rules drafted for the Merger or Revision and determine whether the proposal is satisfactory. Contributors will then vote to either accept of reject the Merger or Revision.

If the Merger garners the requisite number of votes as pre-determined by the Operator, the two Contests are merged into one, the value of the contributions to the individual Contests combined and the merged Contest made available for contributions. If the Merger is rejected, the Contests remains separate and continues to be individually available for contributions.

If the Revision garners the requisite number of votes as pre-determined by the Operator, the revision is made the Final Rules and the revised Contest remains available for contributions. If the Revision is rejected, the Final Rules remain unaltered and the Contest remains available for contributions.

Administrator Appointment Process

Should the situation arise where the administrator has been determined to have failed to reasonably administer, which determination shall be at the sole discretion of the Operator, the Administrator Appointment Process will be initiated. Using criteria previously defined by the Operator, a prospective Nominee will be selected and informed of the Nomination. If the prospective Nominee declines the nomination, another prospective nominee with be selected and informed until the required number of nominees as determined by the Operator have accepted their nominations.

The duration of the Voting period will be determined based on a set of pre-defined conditions which could depend on the number of contributors to the Contest, the value of the prize or other criteria decided upon by the Operator. The contributors will vote for their preferred nominee. The vote will be tallied and the winning nominee will be named as the Administrator of the Contest.

Entries; Verification/Audit; Participant Cooperation

All activities relating to Participant’s participation in each Contest and material submitted are subject to verification and/or auditing for compliance with these Rules and Participants agree to reasonably cooperate with BigCarrot, LLC concerning verification and/or auditing. In the event that Contest verification activity or an audit evidences non-compliance with the Rules or official Contest communications, as determined in BigCarrot, LLC’s sole discretion, a Participant’s continuing participation in any aspect of the Contest may be suspended or terminated.

BigCarrot, LLC reserves the right, in its sole discretion, to reasonably suspend or cancel the Contest should any virus, bug and/or other cause corrupt the administration, security or proper operation of any Contest.

Taxes

Winning U.S. and foreign Claimants will be required to complete applicable U.S. tax withholding-related documentation and, if necessary, provide proof of foreign status, as beneficiaries of U.S.-sourced promotional consideration.

Participation and receipt of benefits from any Contest will have tax consequences. Claimants should speak with their tax advisors prior to participation and receipt and acceptance of Contest Prizes to prevent any undesired results. Should there be any tax liability for participation in the Contest or the receipt of a Contest Prize, or costs or expenses relating to participation in the Contest or for the use and enjoyment of any Contest Prizes, or for any other reason, such taxes and/or expenses are the sole responsibility of the Participant. BigCarrot, LLC will issue Contest-related tax reporting, as may be required by applicable laws and regulations. As a condition of winning the Contest and receipt and use of any Contest Prize, Participants agree to self-report to applicable taxing authorities, as may be required by local laws.

Rules Amendment and Interpretation

The Contest and its continuing terms and conditions, benefits and participation are offered to Participants at the sole discretion of BigCarrot, LLC. BigCarrot, LLC reserves the right to amend or interpret the Rules or official Contest communications and any element or elements arising under or relating to the Contest at any time, upon published notice to Participants on the Site. A Participant shall be deemed to have notice of any such amendments or interpretations upon publication of the same on the Site and shall be deemed to have accepted such amendments or interpretations by virtue of a Participant’s continuing participation in the Contest. Should a Participant not wish to continue to participate in the Contest pursuant to the prevailing Rules, as amended or interpreted, a Participant may terminate participation in the Contest by abandoning their registration on the Site. All submitted material remain the property of BigCarrot, LLC.

Rule Compliance Interpretation

BigCarrot, LLC reserves the right to make all decisions, in its discretion, arising out of or relating to instances of suspected abuse, fraud, error or anomalies in the operation of any Contest, including the Site, or any other interpretation, activity or suspected violation relating to any Contest, and such decisions by BigCarrot, LLC are final and binding.

Participant Cooperation

Except where prohibited, Participants in the Contest agree that:

  1. Any and all disputes, claims, and causes of action arising out of or connected with this Contest, or any benefits received, or the administration of the Contest not resolved through internal adjudication shall be resolved individually, without resort to any form of class action, and exclusively by arbitration, to take place in the State of New York pursuant to the Rules of the American Arbitration Association, then effective.
  2. Any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in the Contest and in no event shall Participant be entitled to receive attorneys’ fees or other legal costs.
  3. Under no circumstances will a Participant be permitted to obtain awards for and Participants hereby waive all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. Except where prohibited, all issues and questions concerning the construction, validity, interpretation and enforceability of these Rules, or the rights and obligations of Participant(s) and BigCarrot, LLC in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the United States of America and the State of New York, without regard for conflicts of law doctrine of any jurisdiction, and subject to resolution and venue only in the City of New York, County of New York, State of New York, United States.

NO WARRANTY

BIG CARROT, LLC, ORGANIZERS AND THEIR SUBSIDIARIES, AFFILIATED COMPANIES AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE "RELEASED PARTIES") EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL RELEASED PARTIES BE HELD RESPONSIBLE OR LIABLE FOR A PARTICIPANT’S USE OF THE INFORMATION AND/OR PRODUCTS PROVIDED AND/OR MADE AVAILABLE THROUGH THE CONTEST OR FOR ERRORS OR ANOMALIES RESULTING IN THE UNINTENDED OR ERRONEOUS PARTICIPATION, AWARD OF CONTEST PRIZES OR OTHER BENEFITS UNDER THE CONTEST TO PARTICIPANTS. RELEASED PARTIES OFFER NO ASSURANCES, GUARANTEES OR WARRANTIES OR CONDITIONS THAT THE CONTEST OR CONTEST WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE AND DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CONTEST. RELEASED PARTIES ASSUME NO RESPONSIBILITY FOR ANY COMPUTER-RELATED DAMAGES DUE TO DOWNLOADING MATERIALS. RELEASED PARTIES WILL NOT BE LIABLE, AND ARE NOT RESPONSIBLE, FOR DAMAGES OF ANY KIND RELATED TO A PARTICIPANT’S PARTICIPATION OR INABILITY TO PARTICIPATE IN THE CONTEST, WHETHER THE DAMAGES ARE DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL. FURTHER, BY PARTICIPATING IN THE CONTEST AND/OR ACCEPTING A CONTEST PRIZE, A PARTICIPANT AGREES THAT RELEASED PARTIES SHALL NOT BE LIABLE FOR, AND WILL BE HELD HARMLESS BY PARTICIPANT AGAINST, ANY LIABILITY FOR ANY DAMAGE, INJURY OR LOSS TO PERSON (INCLUDING DEATH) OR PROPERTY DUE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ACCEPTANCE, POSSESSION, USE OR MISUSE OF A CONTEST PRIZE, PARTICIPATION IN ANY CONTEST PRIZE-RELATED ACTIVITY, RELEASED PARTIES’ USE OF ANY TENDERED ENTRY OR PARTICIPATION IN THIS CONTEST. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.

Indemnification

Participants agree to release, defend, indemnify and hold harmless Released Parties from and against, and accept all responsibility of any kind, including but not limited to financial, for any liability, claims, losses, damages or proceedings, including but not limited for death, (including reasonable attorneys’ fees) relating to any actions taken by a Participant, including submission of Application algorithms and executables, or anyone else using a Participant’s e-mail or team password or otherwise purporting to act on Participant’s behalf in regard to the Contest (whether or not such use occurred with or without your permission). Participant also agrees to release, defend, indemnify and hold harmless the Released Parties from any and all liability, claims, losses, damages or proceedings, including but not limited for death (including reasonable attorneys’ fees) relating to Contests and any other matter in connection with a Participant’s participation in the Contest or BigCarrot, LLC’s or its designees or BigCarrot, LLC’s or it’s designees use of his/her Application.

These rules, terms and conditions specified here comprise the Contest’s Official Rules and, together with the Contest Site’s Terms of Use and official Contest communications or publications by BigCarrot, LLC, shall govern and apply to all participation and activity arising out of and relating to the Contest and use of the Site. These Rules cannot be modified or superseded except by BigCarrot, LLC, in its reasonable discretion.

Representations

Operator makes no representations relating to the amounts of each individual Prize. Accordingly, the amounts posted on the site are continually subject to change as some of the contributions may be dishonored or may come from contributors who Operator chooses to dishonor their contribution for any reason.

Fees

  • Creator: Each Creator will be obligated to contribute a submission fee of $105.00, which shall be non-refundable and which is payable to BigCarrot, LLC. BigCarrot shall reserve the right to $5.00 of the $105.00 fee, which BigCarrot may at any time transfer to its operating account out of the Escrow account. The remaining $100.00 shall be added to the value of the Contest.
  • Contributers: Any and all contributions made by Contributors for any Contest shall be non-refundable to the Contributor. All contributions will be held in Escrow and shall be held for the benefit of the Claimant. The terms of the BIGCARROT ESCROW AGREEMENT shall govern. BigCarrot shall reserve the right to a 5% service fee of each Contribution, which BigCarrot may at any time transfer to its operating account out of the Escrow account. The balance of the Contribution shall be added to the value of the Contest.
  • Profit and Market Risk: All Participants agree that BigCarrot, LLC is entitled to all interest or other earnings on the Contributions. All Participants hereby irrevocably transfer and assign to BigCarrot, LLC, any ownership right that any Participant may have in any interest and/or profits that may accrue on funds held by BigCarrot, LLC.
  • Immoral or Unethical Conduct: In the event that BigCarrot, LLC determines, at its sole discretion, that any Contest is deemed to be unethical, illegal, immoral or unsuitable in any manner, BigCarrot, LLC shall solely be obligated to make ONE attempt to refund the Contributions, minus any and all fees granted to BigCarrot, LLC, to the address provided by the Contributor. In the event that said monies are returned to BigCarrot, LLC or BigCarrot, LLC is unable to return said monies after the ONE attempt, BigCarrot, LLC reserves the right to redirect any and all contribution to a Contest of BigCarrot LLC’s choice.
  • Refund Policy: All contributions are non-refundable except in the case that a contest is determined to immoral or unethical in which case, ONE attempt will be made to refund the Contributions, minus any and all fees granted to BigCarrot, LLC, to the address provided by the Contributor.