Terms and Conditions and License

These Mattermost Hackathon Terms and Conditions and License (this “Agreement”) constitutes a legally binding contract between you and/or your team (“You” and “Your Team”) and Mattermost, Inc. (“Mattermost”) and apply to Your and Your Team’s participation in the Mattermost Hackathon (“Hackathon”) and access to all materials, websites, and locations associated with the Hackathon, including use of any Mattermost materials, documentations, data, content, or code provided by or on behalf of Mattermost in connection with the Hackathon (collectively “Mattermost Materials”).

Eligibility

To participate in the Hackathon, You and each member of Your Team must have signed and submitted a copy of the Agreement and meet the registration and eligibility requirements therein and establish that you have reached the age, in your jurisdiction (where you live) to be able to legally agree to these terms. Employees, contractors, consultants, and temporary staff of Mattermost are not eligible to participate.

Your license to the Mattermost Materials

The software code included in the Mattermost Materials is licensed to you under the terms and conditions of the free, open source or source available license applicable to such code.

Mattermost owns the Mattermost Materials

Mattermost and its licensors own all title to and rights in the Mattermost Materials, operational know-how and business secrets related thereto, and to Mattermost’s trademarks, service marks, logos, trade dress, trade names, or service names. All license rights not expressly granted to You in this Agreement are reserved by Mattermost and its licensors.

You own Your Submissions

Subject to any third-party ownership in Your Submissions, You own all title to and rights in your Submissions, except to the extent of any Mattermost Materials and/or Mattermost intellectual property embodied or incorporated therein.

Your promises regarding your participation in the Hackathon

You represent and warrant that:

You will not to install any viruses, trojan horses, worms, time bombs, cancelbots, or other computer programming devices or routines or malicious code that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate the Mattermost Materials or any of Mattermost’s system, data, or other information;
Your participation in the Hackathon will not breach any duty of confidentiality or contractual rights owed to any third party or violate any law, contract, or regulation;
Your Submission will not contain, depict, or refer (explicitly or otherwise) to any inappropriate, objectionable, or unsuitable language, activity, or other content;
Your Submission will not contain, depict, or refer to any content that disparages or refers negatively to Mattermost or any other person or entity;
Your Submission will not contain any content that violates any law or any third party’s intellectual property rights, privacy, personality, or other rights;
Your Submission will not contain any device or user tracking information like GPS location, device ID, etc., without explicit user approval, or store any personal health information of any persons on any device;
Your Submission is not spam, is not machine- or randomly-generated, and does not contain commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
Your Submission is not named in a manner that misleads your readers into thinking that you are another person or company.

Your promises regarding third-property ownership in your Submissions

You represent and warrant that: (i) Your Submission is Your original, work and is developed and for the first time during this Hackathon, and/or that for any part of your Submission that is owned by any third party (including Your employer), you have all required rights and licenses to submit the Submission and to grant the rights you grant under this Agreement; (ii) Your Submission does not violate or infringe the intellectual property, proprietary or other rights of any third party; (iii) third party intellectual property rights are clearly identified by You as well as the applicable terms of license and other details relating to use of same; and (v) that publication of Your Submission or its inclusion in the Mattermost Materials or other products or services of Mattermost will not infringe on the rights of any third party. You acknowledge that many Submissions may be developed during this Hackathon and that such Submissions may be similar or identical in theme, idea, format or other respects to others developed in this Hackathon. You acknowledge and agree that Mattermost does not have now, nor shall it have in the future, any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of any copyright or other intellectual property right in or to the Submissions.

You grant Mattermost a license to Your Submissions

You grant to Mattermost a perpetual, worldwide, non-exclusive, transferable, no charge and royalty-free, irrevocable license under Your intellectual property rights covering the Submission, with the right to sublicense such rights through multiple tiers of sublicensees, to use, reproduce, modify, display, perform, sublicense distribute, make, have made, use, lease, sell, offer for sale, import, export or otherwise transfer, under its current and future license models and distribution channels, the Submission (alone or in combination with any other intellectual property) under any license, including copyleft, permissive, commercial, or proprietary licenses.

Mattermost will have broad rights to any Feedback you offer

You are welcome to provide to Mattermost any input, comments, or suggestions regarding the possible creation, modification, correction, improvement or enhancement of Mattermost Materials, or other Mattermost software or services (“Feedback”), and we would be happy to receive your Feedback. You are of course not required to provide any Feedback at all. But if you choose to do so, you grant to Mattermost a non-exclusive, perpetual, irrevocable, worldwide, transferable, royalty-free, sublicensable license to use, publish, license, and disclose and sell your Feedback in any manner.

Confidentiality Agreement

You will treat as confidential all confidential information and trade secrets of Mattermost and its licensors acquired in connection with the performance of this Agreement that are expressly identified as confidential or proprietary or that are reasonably identifiable as confidential or proprietary based on the circumstances of their disclosure or by their nature (“Confidential Information”) and to use such Confidential Information only to perform this Agreement. Mattermost’s Confidential Information shall include all of, but are not limited to, the Mattermost Materials, data, programming techniques and concepts, processing methods, system designs embedded in the Mattermost Materials, inventions, techniques, concepts, designs, flow charts, documentation, product specifications, application programming interface specifications, techniques and processes that relate to the Mattermost Materials, information on Mattermost Participants and business partners and information about deployed third-party software. The foregoing obligation shall not apply to the extent that You show that the information (i) was public knowledge at the time it was disclosed to You and had not become public knowledge through an act or omission by You another party in breach of contract, or (ii) was in the possession of or known to You before You received it from Mattermost or (iii) had been lawfully disclosed to You by another person entitled to do so, or (iv) had been independently developed by You without reference to Mattermost’s information. You and your team hereby agree to and will hold in confidence and use a reasonable degree of care to preserve the confidentiality of the Mattermost confidential information.

Privacy of Your personal data

You agree that any personal data entered during the registration process or otherwise in connection with the Hackathon may be processed, stored, and otherwise used for the purposes and within the context of the Hackathon and as permitted by and in accordance with the Mattermost’s Privacy Policy, which You can find at https://mattermost.com/privacy-policy/. By entering, You expressly agree to the transmission, processing, and storage of this personal data. In the course of controlling or processing any personal data which is protectible under any applicable privacy law, Mattermost will implement and maintain commercially reasonable, industry standard technical and organizational measures to protect such personal data, including protection from unauthorized access, destruction, use, disclosure, or alteration, in each case taking into account the risks presented by the processing and the nature of the personal data to be protected, and with regard to the state of the art and the cost of implementation.

DISCLAIMERS

THE MATTERMOST MATERIALS AND THE PLATFORM ARE LICENSED TO YOU “AS IS”, WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF MATTERMOST. MATTERMOST MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE MATTERMOST MATERIALS, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, PERFORMANCE, AND DATA LOSS.

MATTERMOST’S LIABILITY IS LIMITED

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL MATTERMOST OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, CONTRACTORS, OR VENDORS OR ANY OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF MATTERMOST OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, CONTRACTORS, OR VENDORS (COLLECTIVELY “MATTERMOST PARTIES”) HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGE RESULTING DIRECTLY OR INDIRECTLY FROM, WITHOUT LIMITATION: (A) YOUR PARTICIPATION IN THE HACKATHON; (B) YOUR USE OF ANY MATTERMOST MATERIALS; (C) YOUR RECEIPT, USE, OR REDEMPTION OF ANY MATTERMOST PRIZE; (D) YOUR INABILITY TO RECEIVE, USE, OR REDEEM ANY MATTERMOST PRIZE; OR (E) LOST REVENUE, LOST PROFITS, LOST ANTICIPATED PROFITS, LOST BUSINESS, OR ANY INJURY TO BUSINESS REPUTATION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER ANY MATTERMOST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE MATTERMOST PARTIES BE LIABLE TO YOU, YOUR TEAM OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE HACKATHON, THE HACKATHON, THE MATTERMOST PRIZES, THE MATTERMOST MATERIALS, AND THE AGREEMENT. IN NO EVENT WILL MATTERMOST PARTIES’ LIABILITY TO YOU, YOUR TEAM, OR ANY THIRD PARTY IN CONNECTION WITH THE HACKATHON, THE HACKATHON, THE MATTERMOST PRIZES, MATTERMOST MATERIALS, OR THE AGREEMENTS, UNDER ANY THEORY, EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

You agree to indemnify Mattermost in certain cases

YOU HEREBY RELEASE AND AGREE TO INDEMNIFY AND HOLD HARMLESS THE MATTERMOST PARTIES FROM ANY AND ALL DAMAGES, INJURIES, CLAIMS, CAUSES OF ACTION, LIABILITIES, COSTS AND EXPENSES (INCLUDING ALL LEGAL FEES AND EXPENSES), OR LOSSES OF ANY KIND, KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, NOW OR IN THE FUTURE (INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH) ARISING FROM OR RELATED TO: (A) YOUR FAILURE TO COMPLY WITH ANY TERMS OF THE AGREEMENTS; (B) ANY MISREPRESENTATION YOU MAKE UNDER THE AGREEMENT OR OTHERWISE TO MATTERMOST; (C) YOUR PARTICIPATION IN THE HACKATHON; (D) YOUR RECEIPT, USE, OR REDEMPTION OF A MATTERMOST PRIZE, OR YOUR INABILITY TO RECEIVE, USE, OR REDEEM A MATTERMOST PRIZE; (E) YOUR USE OF THE PRODUCTS, SERVICES, DOCUMENTATION, DATA, OR MATERIALS PROVIDED UNDER THE AGREEMENT, OR YOUR SUBMISSIONS OR THE USE OR DISTRIBUTIONS THEREOF; (F) ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF A PATENT, COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHT RELATING TO THE AGREEMENT, THE HACKATHON, OR YOUR SUBMISSION; OR (G) ANY BREACH OR ALLEGED BREACH BY YOU OR YOUR TEAM OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION CONTAINED IN THE AGREEMENT.

Mattermost may publicly identify you

You consent to Mattermost’s and its affiliates’ and designees’ use of Your name and/or Your Team’s name, as well as Your voice, likeness, biographical information, and mention of the nature of Your participation in the Hackathon, for advertising, promotional activities, trade, public announcements, and other oral communications, media events, or other marketing opportunities on Mattermost’s websites or through other electronic communications such as emails to Mattermost customers, newsletters, or in materials that Mattermost otherwise makes publicly available, and through any other channels to promote the use of Mattermost Materials and Your Submissions, and other purposes, all without further notification, permission, or compensation. You acknowledge and agree that Mattermost is under no obligations to publicize Your participation in the Hackathon and/or usage of the Mattermost Materials. You hereby grant to Mattermost a revocable, non-exclusive, non-transferable license to any trademarks, service marks, logos, trade dress, trade names, and service names developed by You or Your Team, to publicize Your participation in the Hackathon, Your usage of the Mattermost Materials, and Your Submissions.

You are responsible for Your own costs of participation

All costs incurred by You and Your team as a result of and/or pursuant to Your participation in the Hackathon shall be solely borne by You. Mattermost shall not be under any obligation to reimburse You for any such costs and expenses.

Prizes; Taxes

If You or Your Team is selected for any prize, You and/or Your Team must have complied with, and remain in compliance with the Agreement, and You and Your Team may be required to sign and provide the appropriate verification of eligibility as well as liability/publicity releases, assignments, or other forms as necessary in Mattermost’s sole discretion. The total value of a winning teams’ prizes will be allocated equally among the team members for income tax purposes. If any prizes remains unclaimed by the winning team or any members thereof within a reasonable time after notification from Mattermost, or if any member of the winning team has not complied with the Agreement (as determined by Mattermost at its sole discretion), that prize will be forfeited, and an alternate winner may be selected from the remaining eligible Hackathon participant teams at Mattermost’s sole discretion. Further, if You or Your Team is selected as a winner of one of a prize and You do not comply in a timely manner with Mattermost’s requirements with respect to the prizes, Your rights to that prize shall be forfeited. You and Your Team are responsible for any taxes payable in connection with a prize. Mattermost is not responsible for any disputes among team members concerning a prize.

General Terms and Conditions

Elements and details of the Hackathon, including any prizes to be awarded, are subject to modification, change, suspension, and/or cancellation without notice at Mattermost’s sole discretion. Any activity inconsistent with the Agreement, the positive image and reputation of Mattermost, or any attempt to improperly influence the outcome of the Hackathon will constitute grounds for disqualification from the Mattermost Hackathon, in Mattermost’s sole discretion.

Except where expressly prohibited, all issues and questions concerning the construction, validity, interpretation, and enforceability of the Agreement, or the rights and obligations of the participants and Mattermost in connection with the Mattermost Hackathon, shall be governed by, and construed in accordance with applicable United States Federal Law and the laws of the state of California, without regard to any jurisdiction’s conflict of law principles. All disputes, claims, and causes of action arising out of or connected with the Mattermost Hackathon, You and Your Team’s participation in the Hackathon, any prizes, or the Agreement will be resolved individually, without resort to any form of class action. The exclusive jurisdiction and venue for resolution of such disputes shall be in the U.S. Federal Courts and Courts of the State of California, and You hereby waive and agree not to pursue any actions in any other jurisdiction or venue. You also agree to waive any right to claim ambiguity in any of the Terms and Conditions of the Agreement, except to the extent expressly prohibited by applicable law.

Failure by Mattermost to enforce any term of the Agreement will not constitute a waiver of that provision or any other provisions of the Agreement.

You hereby acknowledge that nothing in the Agreement will constitute an employment, joint venture, contractor relationship, or partnership relationship between You and Mattermost. In no way are You to be construed as an agent or to be acting as an agent of Mattermost in any respect, and vice versa.

Mattermost and the Hackathon organizers reserve the right to cancel, amend, or suspend the Hackathon, or to amend the Terms and Conditions, at any time, for any reason, and without prior notice or obligation. If Mattermost or the Hackathon organizers update or amend the Agreement, updated or amended version(s) will be posted to the website or be available at the Hackathon. In the event of any discrepancy or inconsistency between the Agreement and disclosures or other statements contained in any Hackathon-related materials, the Agreement shall prevail, govern, and control.

You may not assign or otherwise transfer any of Your rights under this Agreement without Mattermost’s prior written consent.

If any provision of this Agreement proves to be invalid, this will not affect any other provision of this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the use of the Mattermost Materials, and participation in the Hackathon and supersedes all prior understandings and agreements regarding its subject matter.

MATTERMOST, INC. HACKATHON