Nexar Forward collision and Model Adaptation Challenge – General Terms of Service

These general Terms of Service (“Terms” or “Terms of Service”) will govern the legal relationship between Nexar Inc. (“Nexar”, “We”, “Us”, “Our”) and the participants (“You”) of the Nexar FOrward collision and Model Adaptation Challenge (“Challenge”) in respect to the matters set forth below.

Acceptance of Terms; Changes. As a condition to downloading the Data (defined below) and participating in the Challenge, You agree to the Terms of Service and understand that You will be legally bound by them. If You do not agree to any of the Terms You are not allowed to download the Data or participate in the Challenge.

Please be aware that Nexar reserves the right to make changes or modify the Terms anytime until the Challenge's last deadline (which is indicated in the Challenge's website) at its sole discretion. If any such changes will be made, We will notify You through the means of communication You provided Us when You subscribed to the Challenge and grant You an opportunity to opt-out from the Challenge to the extent You object to any changes in the Terms. In any such case, the Terms accepted by You as of the date You have downloaded the Data will control the relationship between You and Us.

Only natural persons (i.e. not companies, business entities or organizations) above the age of 13 may participate in the Challenge. By accepting these Terms You represent that You are a natural person above the age of 13.

Overview. To enable You to participate in the Challenge, We will grant You access to images taken by users of the Nexar App from various locations around the world containing photos with diverse visibility conditions (“Data”). In the course of the Challenge You are asked to analyze the Data and develop an algorithm solution corresponding to the Challenges rules as set forth in the Challenge's website (“Solution”), which You will Share with Us according to the instructions outlined in the website.

Solution. You are providing the Solution to Us at no cost on Your own free will. You understand that You will own any Solution submitted by You to Nexar. However, by participating in the Challenge You agree to grant Nexar and its affiliates a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, use, copy, modify, create derivative works of or distribute in any manner and for any purpose the Solution, without further notice to or consent from You, and without the requirement of payment to You or any other person or entity any compensation, including by means of royalties. You will also not have any moral rights in respect to the Solution, and We will not be required to mention Your name in conjunction with Our Use of the Solution or ask Your consent to modify the Solution in any manner. By way of example and in no way limitation, Nexar and its affiliates are allowed to implement the Solution in its App or in any of their products and services for any business or commercialization purpose, without being required to notify You or receive Your consent, and without being ever obligated to compensate You in any way. This license is given regardless of whether You are declared a winner in the Challenge. However, if You do win the Challenge We will state Your name on the Challenge's website until We shut down the website or until You ask Us to remove Your name.

Data. Data We will share with You is proprietary to Nexar and does contain personally identifiable information ("PII"). We take the privacy of Our users and other people very seriously and expect You to do the same. Therefore, as a condition to downloading the Data, You agree that You will not: (a) share the Data with any third party, (b) use the Data in any manner whatsoever other than in the course of the Challenge and for the purpose of developing a Solution, or (c) create any derivative work based on the Data. Accordingly, You are prohibited from running on the Data any algorithm or analysis that will result in the inference of Private Identifiable Information or generally enable You to track the location of individuals or vehicles appearing in the Data (such as license plate recognition and facial recognition technologies).

You will save the Data on a secured IT environment, and immediately notify us if You are made aware of a security breach in which the Data's security may have been compromised. If You are cooperating with other persons in the Challenge and would like share the Data with them, You need to ensure that Your partners gives their own independent consent to the Terms, otherwise You cannot share the Data with them.

After You have finished using the Data, but in any event no later than upon the end of the Challenge, You agree to permanently delete any Data You have downloaded.

Liability. You will be liable for any breach of these Terms by You or by anyone acting on Your behalf or under Your permission, and will hold harmless and indemnify Nexar and its affiliates, directors, officers, employees, service providers and subcontractors and agents, from and against any third party claims, suits and causes of action, and any damages, costs (including reasonable and documented attorneys' fees), judgments and other expenses, arising out of or related to (i) Your breach of the Terms of Service; and (ii) any allegation that any Solution infringes or misappropriates the intellectual property rights of a third party, including without limitation patent, copyright, trademark or other proprietary or intellectual property rights of such third party.

You agree that money damages will not be a sufficient remedy for any breach by You of these Terms, and You agree that Nexar will be entitled, in addition to money damages, to specific performance and injunctive relief and any other appropriate equitable remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of these Terms but shall be in addition to all other remedies available at law or in equity.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEXAR, ITS OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, PROFITS OR REVENUE), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF NEXAR HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF NEXAR, ITS OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS, TOWARDS YOU RELATING TO THE CHALLENGE WILL BE LIMITED TO $100. THE LIMITATIONS AND EXCLUSIONS APPLY REGARDLESS OF WHETHER THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

Please note that by granting You access to the Data We are relying on Your compliance with these Terms and, specifically, the confidentiality and non-use restrictions.

Miscellaneous.

These Terms shall be governed and construed in accordance with the laws of the State of New York, U.S.A., without giving effect to any conflict or choice of law provisions. By agreeing to these Terms, You also agree to arbitrate any and all claims against Nexar pursuant to the Federal Arbitration Act and subject to the terms below. The foregoing satisfies the “writing” requirement of the Federal Arbitration Act, and, notwithstanding any other provision of the Terms, the Federal Arbitration Act shall govern the interpretation and enforcement of this Section.
If a dispute arises between You and Nexar regarding a claim, You and We agree to binding alternative dispute resolution pursuant to the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and its Supplementary Procedures for Consumer Related Disputes, if applicable (collectively, “AAA Rules”).
ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA RULES.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE PERMITTED.
All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. The arbitration proceeding will be held in New York, New York (borough of Manhattan), unless You elect to proceed with a telephonic hearing or unless You and Nexar agree to an alternative location. Nexar will pay the initial filing fee for any arbitration, but the parties each shall otherwise bear their respective fees and expenses except as may be provided in the AAA Rules.
All determinations as to the scope, interpretation, enforceability and validity of these Terms shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction.
If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.
Subject to the foregoing, You and We irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for New York, New York (borough of Manhattan), USA, for all disputes arising out of or relating to these Terms. Notwithstanding anything to the contrary above, either party may bring an action in such court for temporary injunctive relief to preserve the status quo or to enjoin a violation of these Terms until an arbitrator can be empaneled and determine whether such relief should continue. Any failure by Nexar to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid, illegal or unenforceable for any reason by an arbitrator, court or other tribunal of competent jurisdiction, the provision shall be modified to the extent necessary to make it enforceable while, to the maximum extent possible, reflecting the intent of the parties, and, in any event, the remaining provisions of these Terms will remain in full force and effect.