The Terraton Challenge Round One Terms and Conditions

These Terms and Conditions (these “Terms”) apply to the initial screening round (the “Round One”) of the Terraton Challenge (the “Contest”) administered and operated by Indigo Ag, Inc. (“Indigo”). Any participant who submits an application to Round One (“Applicant”) will be bound by these Terms.

NO PURCHASE OR PAYMENT IS NECESSARY TO ENTER OR TO BE INVITED PAST ROUND ONE INTO SUBSEQUENT ROUNDS OF THE CONTEST. A PURCHASE OR PAYMENT WILL NOT INCREASE YOUR CHANCE OF BEING SELECTED. VOID WHERE PROHIBITED OR RESTRICTED BY LAW OR REGULATION.

  1. General

The purpose of Round One and the Contest is to incentivize the development of innovative solutions that will support soil carbon sequestration (“Purpose”).

The Contest will consist of three separate (3) categories under which Applicant may submit an innovative solution, each of which may result in an ultimate winner (“Challenge Tracks”): (i) accelerate soil carbon sequestration; (ii) quantify soil carbon; (iii) rewarding soil carbon sequestration. The Contest will be split up into multiple rounds. These Terms apply to Round One only. All subsequent rounds of the Contest will be governed by a separate agreement. Applicant may or may not be invited to participate in future rounds.

Any and all applicants selected to advance to the main Contest will be required, as a condition to continued participation in the Contest, to execute and agree to Indigo’s form of Contest participation agreement for such subsequent round(s) then in effect.

The only potential prize(s) for Round One is an invitation to advance past Round One and to participate in the next round of the Contest.

  1. Method of Application

All participants in Round One must have their full and complete application, with any subsequent follow-up requests from Indigo, completely submitted to, and received by, Indigo on or prior to 11:59 PM (Boston time) on October 1, 2019, using the Contest website. Full completion of each application shall be determined at the sole and absolute discretion of Indigo.

  1. Judging

As part of Round One, Indigo will, using a panel or one or more judges, which may be Indigo-affiliated personnel or independent parties, review each application submitted to the Contest and select and invite a limited number of applications into the next round of the Contest.

Judges of Round One will be selected by Indigo in its sole and absolute discretion. In reviewing applications, judges may consider the degree of innovation, the potential impact on one of the Challenge Tracks, and any other criteria determined to advance the Contest Purpose. The selection of judging criteria, application of the judging criteria to eligible submissions, and decisions of the judges are at the judge’s sole and absolute discretion and are final.

  1. Eligibility

In order to be eligible to participate in Round One, Applicant must not reside in a country that is subject to sanctions by the United States government or that otherwise would cause Indigo or Applicant to be in violation of any law, rule, regulation, order, treaty or other governmental authority. Participation in Round One and/or any portion of the Contest is void where prohibited and is subject to all applicable law.

Eligibility is subject to the following minimum requirements: (a) to the extent applicant is a team, all Applicant team members must be eighteen (18) years of age or older at the time of application, (b) all submitted solutions must be original work, and (c) Applicants must be willing and able to travel to the United States, at its sole cost and expense, for a demo solution. In Round One, each Applicant is permitted to submit up to one (1) application per Challenge Track. Should more than one of an Applicant’s submissions be selected in Round One, Applicants must choose only one (1) submission to advance into subsequent rounds. Additional eligibility requirements may apply, which will be applied across all applicants.

If Applicant does not meet any eligibility requirement, Applicant will not be permitted to participate. Indigo shall have the right, in its sole discretion, to interpret eligibility qualification of all Applicants and Contest participants.

  1. Application Guidelines

Each application (a) must be original and have been created solely by Applicant (i.e., if Applicant is an entity, by such entity’s employees, contractors and other personnel), and (b) must not contain any material that does or will violate or infringe upon the rights of any third party, including without limitation copyrights, trademarks, patents or rights of privacy or publicity, or that is defamatory, threatening, indecent, obscene or offensive, or that is unlawful, in violation of or contrary to any applicable laws or regulations, or that is false, fraudulent, inaccurate or misleading, or whose use by Indigo pursuant to the terms hereof would require a license from any third party. By submitting any application to the Contest, Applicant represents and warrants to Indigo that (w) no other parties have any rights to the content or ideas in the application, (x) Applicant has the exclusive, unconditional right and authority to submit the application to Indigo and to grant the rights set forth herein, (y) no grants of rights in or to the application would conflict with, compete with or limit any grant of rights set forth herein that have been made, and (z) the individual(s) submitting the application to Round One and/or the Contest and/or accepting these Terms has full right, power and authority to bind Applicant. Applications must not contain any material that Indigo, in its sole discretion, deems inappropriate for public viewing and/or determines is contrary to its mission. Indigo reserves the right, in its sole discretion, to disqualify and/or not accept any application to Round One or the Contest that Indigo determines does not comply with these guidelines.

  1. Intellectual Property

Applications should not include any sensitive or proprietary information, including, without limitation, any information that may be subject to intellectual property protection under applicable law (“Protected Information”). Indigo takes no responsibility for any Protected Information shared during Round One of the Contest.

  1. No Limitation of Activities

Applicant acknowledges that Indigo and its affiliates engage in, have engaged and will in the future engage in the research, development, marketing and commercialization of beneficial agriculture products, goods and services, including, without limitation, those relating to the subject the Contest (“Related Products”). Applicant agrees that it will not be entitled to any compensation or credit in connection with, and will not have any other legal, equitable or other rights of any nature with respect to, the use by Indigo or any of its affiliates of any Related Products similar to any application submitted to Indigo in connection with the Contest. As an inducement to Indigo to accept and consider Applicant’s application, Applicant hereby waives any claim or right of action against Indigo and any of its affiliates in connection with such parties’ research, development, marketing or commercialization of any Related Products, whether or not such Related Products are similar or identical to Applicant’s application, including features, ideas, material and/or elements that are similar or identical to those contained in Applicant’s application. Without limitation of the foregoing, Indigo and its affiliates will have the right to use, without any payment or other obligation whatsoever to Applicant, any part of any application, and any idea or concept contained therein, that (a) is similar or identical to, or contains elements encompassed in, any material or concept that has been developed, produced or disseminated or is under consideration or in development by or for any of Indigo or its affiliates before or at the time of Applicant’s submission of its application, (b) is not unique, novel, original and concrete so as to be protectable under applicable law, (c) has been made public by anyone at the time of its submission to Indigo or its affiliates or otherwise is in the public domain, (d) would be freely usable by a third party if it had not been submitted to the Contest or the subject of any agreement, (e) is not protected by United States copyright law or (f) is similar or identical to, or contains elements encompassed in, an idea, concept or material that is independently created by Indigo or any third party. Acceptance by Indigo of an application for Round One or selection for advancement in the Contest is not an admission Indigo of the novelty or originality of the application.

  1. Updates

Indigo reserves the right in its sole discretion to modify these Terms without prior notice and Applicants will be responsible for compliance with all changes. These Terms incorporate by reference any material posted on the Contest website concerning the Contest.

  1. Compliance with Rules; Immorality or Illicit Conduct

Any violation of these Terms will disqualify an Applicant, including the Applicant team of any violator of these Terms from the Contest. Indigo reserves the right in its sole discretion to disqualify or prohibit Applicant from participation in Round One or the Contest who (a) has committed any bad faith acts relating to the Contest or Round One, (b) has engaged in conduct that annoys, abuses, threatens or harasses any person, or (c) has attempted or intends to attempt any of the foregoing. Furthermore, Indigo reserves the right to remove or disqualify any Contest Applicant from Round One and from any and future rounds of the Contest at its sole discretion and for any reason.

  1. Privacy

Information submitted with an application is subject to Indigo’s Privacy Policy at www.indigoag.com/privacy-policy and is incorporated by reference into these Terms herein. By participating in the Contest, Applicants acknowledge that they have read and accepted the Privacy Policy.

  1. Limitation of Liability.

By entering this Round One, Applicant waives all right to, and agrees to hold Indigo harmless from, any claim, liability, loss, damage (including punitive, incidental, and consequential damages), or expense (including attorneys' fees) arising out of or in connection with participation in Round One or the Contest or the acceptance, use, or misuse of any prize. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

  1. Taxes.

To the extent Applicant wins any prize through Round One or the Contest, Applicant is solely responsible for the payment of any and all taxes on such prize.

  1. Sponsor Information

 

Indigo Ag, Inc.

500 Rutherford Ave

Charlestown, MA 02129

 

Indigo may, in its discretion, transfer the operation of Round One or the Contest to any affiliate entity.

 

ADDITIONAL ROUND ONE TERMS AND CONDITIONS

Effective August 20, 2019

Cash Prize

The winners of each Challenge Track will win, in addition to an opportunity to participate in the next round of the Contest, an additional cash prize as follows: (i) First Place: $3,000, (ii) Second Place: $2,000, and (iii) Third Place: $500. Only one First Place, Second Place and Third Place cash prize will be issued for each Challenge Track. Each Applicant shall only be eligible for one cash prize per Challenge Track.

Winners of the cash prizes will be determined by the Judges according to judging criteria for Round One. All valid applications from eligible applicants received by Indigo on or prior to 11:59 PM (Boston time) on October 1, 2019 will be eligible for the cash prizes.

Recipient Notification

Winners of Round One will be announced on October 22, 2019 and notified by e-mail, mail, or phone using the contact information provided by the winners at the time of entry. Indigo shall have no liability for any notification that is lost, intercepted, or not received for any reason. If, despite reasonable efforts, any potential winner does not respond with requested information and documentation within fourteen (14) days of the first notification attempt, or if prize notification is returned as unclaimed or undeliverable, such potential winner will forfeit the prize and, at Indigo’s discretion, an alternate potential winner may be selected. If any potential winner is found to be ineligible, or if the potential winner has not complied with the Official Rules, or declines a prize for any reason, such potential winner will be disqualified and, at Indigo’s discretion, an alternate potential winner may be selected.