DESIGN CHALLENGE TERMS

Last Modified: October September 22, 2017

Thank you for your interest in participating in a design challenge administered by efabless (each such challenge, the “Challenge”). These Design Challenge Terms (the “Challenge Terms”), together with the efabless Terms of Service (the “Terms”), into which these Challenge Terms are incorporated by reference, govern your participation in the Challenge. By participating in any Challenge (including by submitting IPs, ICs, software programs or other designs in connection with any such Challenge), you are acknowledging that you have read, understand and agree to accept and be bound by these Challenge Terms and the Terms in connection with your participation in any Challenge.

(1) Eligibility.
  1. Regulatory Requirements. NO PURCHASE OF ANY KIND IS NECESSARY TO ENTER OR WIN. VOID WHEREVER PROHIBITED OR WHERE REGISTRATION OR BONDING REQUIRED, AND SUBJECT TO ALL FEDERAL, STATE AND LOCAL LAWS.
  2. Excluded Parties. You must be a registered user of the Service to participate in a Challenge. Participation on the Challenge is open to all individual registered users of the Service except for any employee of efabless, its Vendors or the Sponsor of a Challenge (the “Sponsor”), or any of their, officers, directors, contractors, or advisory board members.
  3. Account. By participating in any Challenge, you agree and represent that (a) your account is complete, accurate, and up to date, and (b) your registration may be rejected or terminated and all Entries (defined below) may be disqualified if efabless has reasonable grounds to determine that any of the information in your account incomplete, inaccurate, or out of date, (c) your account and anything you submit does not and will not give rise to civil liability or violate any law or third-party rights. You are solely responsible for the information you enter in your account and anything you submit, and (d) you are eighteen years of age or older, and have the capacity to contract.
(2) Entry
  1. Design Requirements and Entries.  Each Challenge will be accompanied by a Challenge entry page (the “Entry Page”) that will identify set of requirements and specifications (“Requirements”), a deadline for submission (the “Deadline”), any other rules for entry (“Additional Rules”) and the applicable prizes, if any (the “Prizes”). In the event of any conflict between the Challenge Terms and the rules or other information provided on the Entry Page for any Challenge, the rules or other information posted on the Entry Page shall govern. Each user may submit a single responsive IP, IC, software program or other design (collectively, an “Entry”). If a user submits an additional Entry or Entries, then, only the final Entry will be considered for evaluation for purposes of the Design Challenge. In order to be eligible for evaluation, an Entry must meet all the applicable Requirements and be submitted by the Deadline in accordance with all applicable Additional Rules. Ineligible submissions will not be considered in the evaluation phase of the Challenge.
  2. Evaluation.  Each eligible Entry will be evaluated by an industry expert or experts selected by the Sponsor, based on the Entry’s performance, which will be measured based on one or more specific performance criteria, which may or may not be disclosed at the time of entry (the “Evaluation Criteria”). Where multiple performance criteria are to be measured, criteria may be weighted separately to evaluate overall performance, and such weighting may or may not be disclosed at the time of entry. Participants agree that Sponsor has the final decision on determining, in its sole discretion the best performing Entry. The Sponsor may determine that there is no Entry in a particular Challenge that qualifies for an applicable Prize if no Entry attained a performance that is deemed not to satisfy the Evaluation Criteria (including a decision that, where there are multiple Prizes available, that fewer than the number of available Prizes are Winning Entries). As used herein, “Winning” Entries are those Entries, if any, that Sponsor chooses to award Prizes based on performance above and beyond meeting eligibility requirements, and expressly exclude any standard Prize issued merely for participation and/or meeting minimum eligibility requirements, and the user submitting a Winning Entry will be referred to herein as a “Winner”.
(3) Winners and Prizes.
  1. Prize Eligibility.  Monetary Prizes will only be given to participants over the age of 18.
  2. Notification and Acceptance.  Winners will be notified through the Service, and may also be notified by email to the email address you may have provided us in connection with registration. Failure to accept a Prize by acknowledging such notification within thirty (30) days of efabless providing notice will be deemed a waiver of the Prize.
  3. Verification.  Prizes are subject to verification of eligibility and compliance with these Challenge Terms and the Terms. All decisions of efabless, its Vendors and the Sponsor in connection with the management and evaluation of any Challenge are final and binding in all respects.
  4. Additional Fees and Taxes. Winners will be responsible for all costs or expenses not identified in these Challenge Terms or Entry Page. TAXES, IF ANY, RELATED TO THE PRIZE(s) ARE THE SOLE RESPONSIBILITY OF THE WINNERs.
  5. Submission to Marketplace.  Winners agree that efabless may submit Winning Entries to the Marketplace without further approval. In the event that the Winner retains ownership of the Entry under the Requirements of the Entry Page of the Challenge, then the submission of that Entry constitutes an irrevocable offer to license Entries that are eligible for Prizes (whether or not you are eligible to receive, or ultimately accept such prize) to third party purchasers in on the terms and conditions of the Technology License Agreement, subject to selection of a license fee to be determined by you within thirty (30) days of notification that you are the Winning Entry, and further provided that if you fail to set a price within that time that efabless may select a price at its sole discretion. In the event that ownership of the Entry is assigned to the Sponsor under the Requirements of the Entry Page of the Challenge, then, effective upon the Sponsor’s selection of your Entry as a Winner, you agree to assign and do hereby assign to the Sponsor all of your right, title, and interest, including intellectual property rights, in and to the Winning Entry. You further agree to take all actions, including signing any additional documents, that may be reasonably requested by efabless or Sponsor in connection with effecting, evidencing, documenting, or enforcing the foregoing.
(4) Additional Warranties.

By submitting an Entry, you represent and warrant that all information you enter through the Service with respect to such Entry is true and complete, that you have the right and authority to submit the Entry (and have not granted, and will not grant, any third party any right that would conflict with your right to participate in the Challenge or grant the rights and licenses granted herein in connection with such Entry), and that your Entry:

  1. is your own original work and that you own all intellectual property therein, and have the right to grant the rights and licenses granted herein, in the Entry Page of a Challenge and in the Terms;
  2. does not contain your or any other party’s confidential information or trade secrets;
  3. does not violate or infringe upon the rights, including intellectual property rights, of any third party (including any current or past employer);
  4. does not contain malicious code, such as viruses, timebombs, cancelbots, worms, Trojan horses or other potentially harmful programs or other material or information;
  5. does not and will not violate any applicable law or regulation; and
  6. does not trigger any reporting, royalty, or export compliance obligation to any third party, government entity, or regulatory body. A breach of a warranty set out in this clause will result in the corresponding Entry being invalid.
(5) Additional Terms.
  1. Entries. All entries are subject in all respects to the Terms, including all terms related to intellectual property ownership and licenses, representations and warranties, liability, compliance with laws, export control, and indemnity.
  2. Disputes. By entering the Challenge, you re-affirm that all disputes between us related to the Challenge will be resolved in accordance with the Terms, and you waive all rights to seek injunctive or equitable relief, or to claim punitive, incidental or consequential damages, or attorneys’ fees in connection with the Challenge and your or any other user’s Entry.