NIMBLE™

AI CHALLENGE

TERMS AND CONDITIONS

Welcome to the Nimble AI Challenge!

These Nimble AI Challenge Terms and Conditions (the “Terms“) set forth the terms and conditions governing your participation in the Nimble AI Challenge (“Challenge“).

By agreeing to these Terms, or by otherwise participating in the Challenge, you are becoming a Challenge contestant (a “Contestant“), and you are agreeing to be bound by these Terms, which constitute a binding agreement between you and The Data Company Technologies, Inc. (“Nimble“, “we“, “us“, and “our“).

Unless the context in these Terms requires otherwise, references herein to “you” and “your” means you in your individual capacity (and you represent that you are at least 18 years of age, and in any event the age of majority in your jurisdiction).

These Terms will continue to apply to you until the completion or expiration of the Challenge (although note that some of the provisions below will continue to survive after termination).

1. GENERAL

The Challenge is operated by Nimble. However, any Nimble obligation may be performed, and any Nimble right or remedy may be exercised, under these Terms by a corporate subsidiary or affiliate of Nimble (each, an “Affiliate“). Accordingly, references herein to “Nimble” shall also be deemed to extend to such Affiliates.

Nimble has no obligation to monitor or moderate the Challenge or any related communications or activity; however, Nimble may from time to time, in its sole discretion, without notice, and whether through its website functionality or otherwise:

(a) choose to monitor and/or moderate the Challenge, block activity under the Challenge, as well as change the parameters of the Challenge;

(b) change, cancel, suspend, or modify any aspect of the Challenge; and/or

As examples only: (i) Nimble may elect to review, approve, edit, disqualify, and/or remove Submissions, or otherwise impose or change eligibility criteria for Submissions; (ii) Nimble may elect to geographically restrict participation in the Challenge; and (iii) Nimble may elect to extend or shorten the Challenge Period (defined below).

Moreover, you agree not to tamper with the Challenge (such as by transmitting bots, viruses, Trojan horses, malware, or any other file that might contaminate or otherwise corrupt the underlying system or technology of the Challenge), or otherwise engage in any actions that are designed to disrupt or undermine the legitimate operation of the Challenge (such as by engaging in harassing behavior or by disparaging or maligning the reputation of Nimble or the Challenge).

2. PRIVACY POLICY

Personal information (aka personal data) we collect or receive from or about you in connection with the Challenge will be processed in accordance with our then-current Privacy Policy, as amended by us from time to time (currently available at: https://nimbleway.com/privacy-policy/) (the “Privacy Policy“). The Privacy Policy is hereby incorporated into these Terms by reference. In addition, personal information may be used by Nimble (and/or third party administrators of the Challenge) to contact you (for example, via email) with regards to participation in the Challenge.

Participation in the Challenge represents an ongoing relationship with you, for privacy purposes.

3. SUBMISSIONS AND LICENSE TO NIMBLE

During the Challenge Period (defined below) you may submit your Challenge submission (“Submission“).

“Challenge Period” means the period of time allocated for the Challenge, as specified by Nimble. If the Challenge Period is not specified by Nimble, the default Challenge Period shall be seventy-two (72) hours.

You alone (and not Nimble or any other person) are the submitter of your Submission. You are solely responsible and liable for the content, nature, frequency, method, and recipients of your Submission. For example, you shall ensure that your Submission does not violate any laws or regulations (such as those relating to privacy, anti-harassment, or anti-spamming), include all disclosures required by applicable laws and regulations, do not breach any contract to which you are bound, and do not violate the property rights, privacy rights, or confidentiality rights of a third party (such as your organization, if applicable).

As between you and Nimble, you are the owner of your Submission.

You hereby grant (and agree to grant) to Nimble a non-exclusive, worldwide, perpetual, irrevocable, non-transferable, sublicensable, royalty-free, fully paid-up right and license to use, make, reproduce, create derivative works of, process, modify, publicly perform, publicly display, distribute, sell, and otherwise commercial exploit your Submission, without restriction or obligation of any kind whatsoever (collectively, the “Submission License“). In addition to the Submission License, you hereby grant (and agree to grant) Nimble all rights and licenses necessary or reasonably requested for Nimble to administer the Challenge and to otherwise perform under these Terms. You represent and warrant that you have obtained (and will maintain) all required right, consents, and licenses to grant the rights and licenses in this paragraph. Moreover, you agree not to assert against any Nimble sublicensee, supplier, distributor, agent, partner, or customer a claim of direct or indirect copyright, design, patent, or trade secret infringement or misappropriation arising from exercise of the Submission License.

Moreover, you hereby irrevocably and unconditionally waive and covenant never to assert any Moral Rights in or to your Submissions. “Moral Rights” means any rights of paternity or integrity, any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honor or reputation of the creator of the work, and any similar right, existing under judicial or statutory law of any jurisdiction, or under any treaty (and which may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like).

4. WINNERS

At the end of the Challenge Period, a winner (“Winner“) will be selected by Nimble.

Nimble’s selection of the Winner shall be final, binding, and non-contestable.

5. AWARDS

The Winner will be entitled to the applicable award(s) specified in the Challenge’s webpage or user interface (each, an “Award“).

Notification and distribution (such as timing, method, etc.) of Award shall be determined by Nimble in its sole discretion.

Here are some rules regarding the use, redemption, expiration, caps, and limits on Awards (additional rules may be set out in the Challenge webpage or user interface):

If the Award is in the form of a gift card, gift certificate or voucher, it may be subject to the issuer’s terms and conditions.
If there is any tax, duty, governmental charge, or other like charges levied on, or otherwise associated with, any Award, you are solely responsible for paying it.
You are not entitled to more than one Award (or if applicable, set of Awards) per Challenge.
Awards may not be redeemed for cash (and have no monetary value, unless stated).
Awards are personal to you (i.e., in your individual capacity), are non-transferable, and must not be auctioned, traded, bartered, or sold.
Nimble reserves the right to withhold Awards in the event you have committed a breach under these Terms, or otherwise in order to comply with laws or regulations.

6. INTELLECTUAL PROPERTY

Nimble (and/or its licensors and suppliers, as applicable) is and shall be the sole and exclusive owner of all right, title, and interest (including without limitation all Intellectual Property Rights) in and to: (a) the Challenge; (b) the Confidential Information (defined below); and (c) any feedback, modifications, derivative works, and/or improvements of or to any of the foregoing (regardless of inventorship or authorship). You shall make, and you hereby irrevocably and unconditionally make, all assignments necessary or reasonably requested by Nimble to ensure and/or provide Nimble (and/or its designee(s)) the ownership rights set forth in this paragraph. No license or ownership right in or to such Intellectual Property Rights is granted or conveyed to you under these Terms, all of which are hereby reserved by Nimble. “Intellectual Property Rights” means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to any technology, invention, work of authorship, software, database, data, know-how, business name, logo (or other branding), software, design, and/or other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, Moral Rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.

7. CONFIDENTIALITY

As a Contestant, we may (directly or indirectly) disclose or make available to you certain information or material that is related to our business (such as financial data), products (such as product roadmaps), and/or services (collectively, “Confidential Information“). Confidential Information may be in any form or media (such as graphical, physical, or electronic), and may or may not be designated as “confidential” or “proprietary”, but you acknowledge and agree that all Confidential Information is proprietary and confidential to Nimble, its licensors, and/or suppliers.

You must keep all Confidential Information secret and use at least a reasonable standard of care to do so. You must not disclose or make available Confidential Information to any third party, unless expressly approved in writing by Nimble on a case-by-case basis. You agree to adhere to any usage restrictions or instructions imposed by Nimble from time to time in connection with Confidential Information; in the event no restrictions or instructions are given, you may only use Confidential Information for your own personal and non-commercial use, and solely in your capacity as a Contestant.

8. TERMINATION

By Nimble. Nimble may, in its sole discretion and at any time, terminate your status as a Contestant and/or the Challenge as a whole, and without notice.

By You. You may terminate your status as a Contestant, at any time, for any or no reason, by written notice to [email protected] You agree that your sole remedy, and Nimble’s sole liability, for your dissatisfaction with the Challenge and/or these Terms, is for you to terminate your Contestant status.

Effect of Termination. Upon expiration of the Challenge Period, the Challenge automatically terminates. Upon termination of the Challenge (or, if earlier, your participation in the Challenge):

(a) any unredeemed Awards that have not yet been delivered to you shall be deemed forfeited;

(b) this agreement automatically terminates between you and Nimble;

(d) you must immediately cease all access to and use of any Confidential Information, and, as directed by Nimble, you must return, destroy, and/or permanently erase all Confidential Information in your possession or control. Termination of this agreement shall not affect any right, remedy, obligation or liability that accrued as of the effective date of termination.

The following shall survive termination of this agreement: (i) any provision that ought by its nature to survive (such as the Submission License); and (ii) Sections ‎6‎ (Intellectual Property) through ‎13 (Miscellaneous).

9. INDEMNIFICATION

If Nimble incurs or suffers any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorney’s fees, etc.) under or in connection with any demand, claim, suit, or proceeding made or brought (whether by an individual, organization, or governmental agency) against Nimble and/or its personnel (each, a “Claim“), and such Claim arises directly or indirectly from any breach by you under these Terms and/or your Challenge activities (such as, your Submission), you agree to:

1. indemnify and hold harmless Nimble and its personnel for such losses and liabilities; and

if requested by Nimble, defend Nimble against the Claim at your own cost and expense.

10. NIMBLE DISCLAIMERS AND LIABILITY LIMITATIONS

Except for obligations expressly undertaken by Nimble under these Terms, Nimble has no obligations under these Terms or otherwise in connection with the Challenge.

ANYTHING PROVIDED OR MADE AVAILABLE BY NIMBLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS OR THE CHALLENGE (SUCH AS AWARDS), ARE PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND DEFECTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY NIMBLE, ITS LICENSORS, AND SUPPLIERS.

NEITHER NIMBLE NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER (SUCH AS DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES; SUCH AS LOST PROFITS, BUSINESS, OPPORTUNITY, SAVINGS; SUCH AS LOSS OF, OR DAMAGE TO, DATA, REPUTATION OR GOODWILL) UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS OR THE CHALLENGE. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF NIMBLE HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY SUTY), MISREPRESENTATION, RESTITUTION, OR OTHERWISE.

TO THE EXTENT ANY COURT OF COMPETENT JURISDICTION DOES NOT ALLOW THE EXCLUSION OF DIRECT DAMAGES, NIMBLE’S AGGREGATE LIABILITY UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS OR THE CHALLENGE, SHALL BE CAPPED AT FIVE US DOLLARS (USD $5).

11. RELATIONSHIP BETWEEN YOU AND NIMBLE

The relationship between you and Nimble is solely that of independent contractors. Nothing in these Terms, in your Contestant capacity, and/or in connection with your Challenge activities shall be deemed or construed to give rise to any employment relationship between you and Nimble, or any other relationship (such as partnership, merchant and consumer, joint venture, sponsorship, franchise, affiliate, or agency relationship) between you and Nimble. You have no right, power or authority to do (and you shall not purport to have the right, power or authority to do) any of the following: (a) undertake, incur, or assume any obligation, liability or commitment on behalf of Nimble; (b) make or offer any promises, representations, warranties, or guarantees about Nimble, the Challenge, or any Nimble products or services. Any right or discretion that Nimble has (or may have) under these Terms to instruct and/or oversee your Challenge activities, is solely to ensure the integrity and goodwill of the Challenge. Moreover, it is acknowledged and agreed that no Contestant is being solicited (and nothing herein shall be construed as soliciting a Contestant), in any capacity whatsoever (whether as an employee, contractor, or otherwise), to provide any goods or services to Nimble or any third party.

If any obligation (such as an obligation to pay tax or social security) or liability (such as a fine) is imposed upon Nimble in connection with a determination (whether by a court or a governmental agency) that a relationship (other than an independent contractor relationship) exists between you and Nimble, you agree to indemnify and hold harmless Nimble from and against such obligation and liability.

12. RELEASE

You hereby irrevocably and unconditionally release and forever discharge Nimble, its personnel, directors, shareholders, and Challenge-related suppliers, licensors, administrators, and representatives (collectively, the “Released Parties“) from, and waive, any and all Challenge-Related Claims (defined below).

“Challenge-Related Claims” means any claims, demands, damages, losses, liabilities, costs, and expenses caused by, arising out of or in connection with, or otherwise related to, participation in the Challenge (including, but not limited to, any property (whether tangible or intangible) loss or damage, reputational loss or damage, personal injury or death caused to any person(s), and/or the awarding, receipt and/or use or misuse of the Challenge or any Award) in the past, present, or future.

13. MISCELLANEOUS

No Disparagement. In connection with your participation in the Challenge, you must not (a) engage in any deceptive, misleading, or unethical practices that are or might be detrimental to Nimble or its products or services, (b) make any disparaging statement about Nimble or its products or services, (c) misrepresent the nature or scope of your status within the Challenge or the relationship between you and Nimble hereunder, and/or (d) otherwise cause harm to Nimble’s good name and business reputation.

Legal Compliance. In connection with your participation in the Challenge, you must comply with all applicable laws, such as export control laws and regulations, and bribery or anti-corruption laws.

No Sponsorship. The Challenge is in no way sponsored, or endorsed by, or associated with, any third party.

Entire Agreement. These Terms represent the entire agreement between you and Nimble (and supersede any prior or contemporaneous agreements or understandings, whether oral or written, between you and Nimble) relating to the subject matter hereof. Certain Challenge-related features, benefits, tools, and/or other items or services made available by Nimble to you, may be subject to their own respective terms and conditions (each, “Supplemental Terms“). Unless the Supplemental Terms expressly state otherwise, each set of Supplemental Terms shall be deemed in addition to these Terms (and are hereby incorporated into these Terms by reference), and to the extent of any conflict between these Terms and the Supplemental Terms, the Supplemental Terms shall prevail.

Governing Law. These Terms (including without limitation the validity and any termination hereof) shall be governed by, and construed in accordance with, the laws of the State of Israel, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and is hereby disclaimed.

Dispute Resolution. Any claim, dispute or controversy under, or otherwise in connection with, these Terms or the Challenge (a “Dispute“) shall be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv-Jaffa, Israel. You hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. Notwithstanding the foregoing, Nimble reserves the right to seek equitable relief (such as injunctive relief) in any court worldwide of competent jurisdiction.

Publicity. We may undertake publicity activities relating to the Challenge and Awards. The Winner therefore agrees to the disclosure and use of their name, image, Award details, and country of residence in connection with such publicity.

Modifications to these Terms. Nimble may, from time to time and in its sole discretion, modify these Terms, and Nimble will endeavor to (but does not guarantee that it will) notify you of the updated Terms (the “Updated Terms“). In any event, the most current Terms will be available at: https://nimbleway.com/terms-conditions-challenge/. The Updated Terms will take effect upon the date specified in a notice given to you (or, if no notice is given, or no date is specified, then ten (10) days after the date such Updated Terms are posted online). So please check these Terms periodically. If you object to the modification(s), then, as your sole remedy, and Nimble’s sole liability, you may terminate your participation in the Challenge.

Severability. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of these Terms shall remain in full force and effect; and (b) you and Nimble agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and these Terms shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

Assignment. Nimble may assign this agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. You may not assign this agreement (or any of your rights and/or obligations hereunder) without Nimble’s prior express written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this agreement binds and benefits each party and its respective successors and assigns.

Remedies. Except as may be expressly stated otherwise in these Terms, no right or remedy conferred upon or reserved by any party under these Terms is intended to be, or shall be deemed, exclusive of any other right or remedy under these Terms, at law or in equity, but shall be cumulative of such other rights and remedies.

Waiver. No failure or delay on the part of any party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Nimble, the writing must be duly signed by an authorized representative of Nimble), and shall be valid only in the specific instance in which given.

Language; Electronic Contract. The language of these Terms is expressly agreed to be the English language. By entering into this agreement, you hereby irrevocably and unconditionally waive to the maximum extent legally permitted, any law applicable to you requiring that these Terms be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

Contact Us. If you have any questions or queries about your participation in the Challenge, you may contact us at [email protected].