The Mobility Unlimited Challenge (the “Challenge”) is run by Toyota Mobility Foundation (“TMF”), working with Nesta Enterprises Limited (“Nesta”) and other partners identified at http://mobilityunlimited.org from time to time (the “Partners”). Please read these terms and conditions and the Innovator Handbook (the “Innovator Handbook”), eligibility and judging criteria and the timeline for the Challenge carefully before registering or submitting an application to win the Challenge.
By submitting an application, you accept these terms and conditions and agree to comply with them. If you are submitting an application on behalf of an organisation or a team, you undertake to TMF that you have the authority to bind each of them and that you will be responsible for ensuring that they comply. References to “we”, “us” and “our” in these terms and conditions are references to TMF.
1. The Challenge
1.1. The Innovator Handbook is available at http://mobilityunlimited.org.
1.2. Entry to the Challenge is in two stages: 1) registration and 2) submission of an application to win.
1.3. On registration, your form will be assessed by TMF and Partners.
1.4. On submission of an application to the Challenge, your application will be assessed against the eligibility criteria, Challenge Statement and judging criteria set out in the Innovator Handbook.
1.5. You may register and submit an application to win the Challenge at any time from launch until the final submission deadline of 15 August 2018.
1.6. Registrations and applications to win the Challenge and all information relating to your entry must be in English, must be legible and complete, and must comply with all applicable provisions of the Innovator Handbook.
1.7. We reserve the right at our sole discretion to refuse or disqualify any applicant or team which does not or ceases to meet the eligibility criteria or which is otherwise in our reasonable opinion in breach of these terms and conditions or applicable law.
1.8. Please notify us in writing by email at email@example.com, if you decide to withdraw from the Challenge for any reason.
1.9. If you are entering the Challenge as part of a team, you must nominate one person as team leader. The team leader is responsible for making sure that all other team members are aware of and comply with these terms and conditions and the Innovator Handbook. Contact details of the team leader should be notified to us in writing. Teams must notify us in writing if the principal contact changes, and provide us with up to date contact details. Participants submitting an application to win the Challenge as part of a team shall be jointly and severally liable for their obligations under these terms and conditions.
1.10. The applicants should have reached to the age of majority in their jurisdiction of residence at the time of entry.
1.11. An individual may participate in more than one team, provided that he or she has the consent of all such team members to do so. Though individuals and teams may enter the Challenge, only legally incorporated entities are eligible to win the Challenge. Any unincorporated organisations or individuals will need to incorporate in their applicable jurisdiction before becoming eligible to receive funding through the Challenge.
1.12. Employees of, TMF, Nesta, members of the panel of judges (the “Committee”), our Partners or other individuals formally involved in organising the Challenge, and their immediate families, are not eligible to register or submit an application to win the Challenge.
1.13. We will use the contact details provided to contact you or the team leader (as applicable) about the Challenge. All communication between us about the Challenge shall be in English. If you don’t respond to any communication within 14 days, we may at our sole discretion treat you (and your team, if applicable) as having withdrawn from the Challenge and, where relevant, select an alternative Finalists or Winner. TMF and Nesta may share your information with other Partners and with companies who help us to operate the Challenge and other connected activities. Some of these organisations may process your information in countries outside the European Economic Area (EEA), where data protection laws are not the same as in the EEA. TMF, Nesta, other Partners and appointed companies keep any information linked to a particular individual (collectively, “Personally Identifiable Information”) as defined in the Act on the Protection of Personal Information of Japan and personal data or information as defined in any other federal, state or local (as well as international or foreign) laws, rules or regulations protecting from disclosure, use and/or reproduction. If you don’t want us to transfer your information in this way, please do not enter the Challenge or submit your details to us.
1.14. You will be responsible for all your costs of entering and participating in the Challenge, including without limitation all costs of development, prototyping, manufacture, testing, marketing, video production, licensing, searches, registration and protection of intellectual property rights, legal costs, costs of obtaining third party consents and licences. You recognise that there is no guarantee that you, or any participant, will win the Challenge and that participation is entirely at your own risk.
1.15. We reserve the right to vary the form or substance of the Challenge (including without limitation the Innovator Handbook, the eligibility criteria, the judging criteria and requirements for success set out in the Innovator Handbook, these terms and conditions and any deadlines) as we deem appropriate in the circumstances, taking into account the aims of the Challenge. We shall use reasonable endeavours to notify all registered participants of any changes. If you are not happy with the changes, you should withdraw from the Challenge; your continued participation will indicate your agreement to any changes.
1.16. We also reserve the right at our sole discretion to suspend or terminate the Challenge if:
a) funding for the Challenge is reduced materially or withdrawn;
b) we determine in our reasonable opinion that the Challenge will no longer achieve its aims or is no longer relevant or useful; or
c) there are changes or developments outside our control that affect the Challenge (including without limitation changes to the law or in technological or scientific knowledge).
1.17. No compensation will be paid to participants if the Challenge is changed, suspended or terminated by us in accordance with paragraphs 1.15, 1.16 or 10 of these terms and conditions.
1.18. The Challenge will come to an end by September 2020, unless TMF and our Partners decide to extend the Challenge and we publish a new end date.
2. Mobility Unlimited Challenge Discovery Awards
2.1 You may have the opportunity to apply for Discovery Awards or support from time to time during the Challenge to help develop your solution. Specific, additional conditions may apply to Discovery awards and will be set out in separate terms and conditions (found at www.mobilityunlimited.org).
2.2 The purpose of the Awards is to reduce financial barriers that might prevent people or teams with good ideas from entering the Challenge. Money distributed through the Awards (a “Discovery Award”) shall be used by the recipient in order to fund the submission of their entry to the Challenge.
2.3 A Discovery Award will be granted in accordance with the Innovator Handbook and in particular, in recognition of how promising the idea is and the level of financial need demonstrated in the application.
2.4 You do not have to enter the Awards in order to be eligible to enter the Challenge. You may still enter the Challenge even if your entry to the Awards has been rejected. Success or failure in an application for a Discovery Award will have no bearing on your chances of success in the overall Challenge.
3. Award of Challenge Monies
3.1 Applications to win the Challenge may be submitted at any time from the opening of the Challenge until the closing date of 15 Aug 2018 (23:59 BST). Applications must be in the form specified in the Innovator Handbook. Late applications will not be accepted and we are is not responsible for applications which are lost, damaged or late due to computer, network or telecommunications failure due to third party telephone or data networks.
3.2 We reserve the right to ask for additional evidence to support applications and the claims made in applications and to reject claims on the grounds set out in the Innovator Handbook. We will determine at our sole discretion the form and extent of assessment and testing for each entry, which may differ for individual entries.
3.3 The eligibility, assessment and award of the Challenge monies will be determined by an expert assessment partner (the “Assessor”) and the Committee appointed by TMF and Nesta and following the process set out in the Innovator Handbook. Any decision by TMF, Nesta, the Assessor, or the Committee about eligibility, assessment and award will be final and binding, including any decision about the validity of claims and whether testing sufficiently supports any claim. Correspondence will not be entered into. The Committee may at its sole discretion decide not to award the Challenge monies at all where in its reasonable opinion no entry satisfies the aims, criteria and requirements of the Challenge as described in the Innovator Handbook.
3.4 The finalists and the overall winning entrant selected by the Challenge Committee (the “Finalists” and the “Winner”, respectively) will be required to enter into a formal agreement with TMF to ensure the Challenge achieves its aims for the public benefit. This may include deadlines for development and marketing and may reserve rights for TMF, Nesta, and its Partners to recover Challenge monies or to take interests in intellectual property in the circumstances envisaged in paragraph 5.2 of these Terms and Conditions.
3.5 Challenge Finalists and the Winner will be obliged to return the Challenge monies in full to the party awarding funding in accordance with 3.4 of these terms and conditions, within thirty (30) days, if it emerges at any time after the award that they failed to comply with these terms and conditions or the Innovator Handbook. In particular, if a Finalist or the Winner has sold, generated profit or otherwise commercialised their solution prior to achieving public benefit (through the development of their application in a manner that is reasonably in accordance with the solution submitted as part of your entry), such Finalist or Winner must notify TMF immediately and, if requested by TMF, return such prize funds to TMF.
3.6 Challenge monies will be paid by TMF in US dollars within 90 days of announcement of the Finalists and Winner to a bank account in the name of the Finalists or Winner. Where the Finalists or Winner is a team, all members of the team must authorise in writing payment by TMF to the nominated account. TMF reserves the right to withhold payment:
(i) in the case of a complaint or challenge to the Mobility Unlimited Challenge Committee decision until such complaint or challenge is resolved, or
(ii) where TMF, Nesta or Partners considers it prudent or necessary to do so in order to carry out due diligence in relation to the nominated bank account. Finalists and the Winner will be responsible for payment of all taxes, bank transfer and other levies, costs and charges associated with payment to them of any Challenge monies and shall provide promptly any information requested by TMF in connection with reporting or assessment required by tax or other authorities in connection with the Challenge.
3.7 Any Challenge monies received by a Finalist or Winner should support the development of your application. Such Finalist or Winner must utilise the Challenge monies received in a way that furthers its application, for the public benefit. If you do not, TMF reserves the right to reclaim such residual funds.
4 Your commitments to us
4.1 To submit an application to win, and be considered for award of Challenge monies, you must, and the team leader of a team, must ensure that each team member shall:
a) satisfy the eligibility criteria;
b) ensure that all information submitted as part of the Challenge is true, accurate and complete to the best of your knowledge;
c) provide promptly any additional information we reasonably request and participate in assessment, testing, challenges and presentations which are part of the Challenge;
d) obtain all authorisations, consents, licences and permissions necessary to:
(i) submit and develop your solution as part of the Challenge;
(ii) grant the rights granted to us under these terms and conditions (including without limitation those granted in paragraph 5.2 below); and
(iii) if you win the Challenge, to develop and market your winning solution as proposed in your winning entry;
e) use best endeavours not to infringe any intellectual property right, obligation of confidentiality or other third-party rights or any contractual obligation in connection with participation in the Challenge;
f) not attempt to undermine the Challenge, cheat, or behave in any way which is in our reasonable opinion unfair, disruptive, inappropriate or potentially dangerous, or which 5 damages the reputation of the Challenge, Toyota Mobility Foundation, Nesta or Partners in the Challenge;
g) comply with the Innovator Handbook;
h) act lawfully, ethically and in good faith, and comply with all applicable laws, regulations, guidelines and codes of practice. You must ensure that any ethical issues, including user-testing of technology related to the Challenge, are identified and brought to the attention of the relevant approval or regulatory body and that approval is granted before any work requiring approval begins;
i) obtain appropriate insurance in respect of any activities undertaken as part of the Challenge and provide evidence of this to us on request; and
j) comply with our reasonable instructions while participating in the Challenge, including in relation to health and safety, and security.
5 Intellectual Property Rights
5.1 Except as set out in paragraphs 5.2, 5.3, 5.4 and 6 below, as between you and us, you will retain all intellectual property rights in the results and materials (including but not limited to any data, know-how and information), generated by you while participating in the Challenge (the “Challenge IPR”) and no rights in Challenge IPR shall be transferred to us or our Partners. You shall have sole responsibility at, your own cost, for filing, prosecuting, maintaining, defending and enforcing any Challenge IPR.
5.2 If the winner of the Challenge fails to develop and exploit the Challenge IPR within 7 years of the award of the Challenge monies, or we have reasonable grounds to believe that the Winner does not intend either to continue to develop to commercial application or to exploit the Challenge IPR, the Winner shall, and shall procure that any other proprietor of the Challenge IPR shall, grant to TMF an exclusive royalty-free, worldwide, perpetual, irrevocable, sub-licensable right to use, develop and exploit or to appoint a third party to use, develop and exploit the Challenge IPR and any other IPR owned or controlled by the winner or any other proprietors of the Challenge IPR that is necessary to use, develop and exploit the Challenge IPR.
5.3 Pursuant to paragraph 2, different conditions may apply to intellectual property rights arising as a result of Discovery awards. Please check the terms and conditions applying to particular Discovery awards before submitting an entry.
5.4 In order to ensure the furtherance of TMF’s charitable objective, as part of the agreement to be entered into between each Finalist and TMF, and the Winner and TMF (as applicable and as referred to in paragraph 3.4), TMF will take a security interest over the intellectual property in such Finalists’ and the Winner’s solution.
6 Information and Publicity
6.1 We will use information which you provide, including the personal details of you, and your team members if applicable, to administer the Challenge and other connected activates. We may share those details with Nesta, our Partners and anyone helping us to administer the Challenge.
6.2 You must identify and notify to us in writing any confidential or sensitive information submitted during the course of the Challenge. We may share that information with our staff, Partners, judges and anyone helping us to administer the Challenge, to the extent necessary to enable them to perform their duties in relation to the Challenge and subject to obligations of confidentiality, but shall otherwise use our best endeavours not to disclose that information to any third party and to adopt appropriate technical measures to prevent unauthorised access to that information.
6.3 We and our Partners and sponsors may carry out publicity and promotion for the Challenge, and publish our research and evaluation in relation to the Challenge. You (and your team, where applicable) agree to participate as required in events, blogs, filming and other publicity for the Challenge; and hereby consent to the use of:
(a) your names;
(b) a summary of your entry (which shall contain no confidential information); and
(c) photographs, film and/or sound recordings of your participation in the Challenge, in any such promotional material and/or publications in any media and online. All film, photos, sound recordings and other materials created by us shall belong to us and may be used, published and distributed by us without further permission from you or your team.
6.4 Any public statements made by a participant in the Challenge about the Challenge, either during the Challenge or within twelve (12) months following the award of Challenge monies, must acknowledge the support of TMF, and our Partners. You must seek our prior written approval for any significant publicity or promotional activity connected to the Challenge. Subject to this paragraph 6.4, you and your team (where applicable) shall not use the name, logo, trade marks or any other intellectual property of TMF or its Partners without prior written consent.
Any notice or other communication during the Challenge should be sent to firstname.lastname@example.org.
8 Exclusion and Limitation of Liability 8.1 To the extent permitted by applicable law, TMF excludes all liability for any direct, indirect, incidental or consequential loss or damage, including without limitation, any costs, claims, taxes, charges or expenses, arising from your participation in the Challenge, including without limitation where these arise as a result of:
(a) TMF exercising its rights to vary, suspend or terminate the Challenge;
(b) your reliance on statements or advice given by us, our Partners or contractors before, during or after the Challenge;
(c) any breach of confidentiality, except where this is caused by our negligence or default.
8.2 Without prejudice to paragraph 8.1, TMF’s maximum aggregate liability to you or your team (as applicable) in connection with the Challenge (if any) shall be limited to £1,000. Nothing 7 in these terms and conditions seeks to exclude or limit TMF’s liability for death or personal injury caused by negligence or fraudulent misrepresentation made by us.
8.3 Any physical materials or prototypes submitted to TMF as part of your entry to the Challenge will be at your own risk. While we will use reasonable endeavours to keep safely, maintain and return any such materials or items, we cannot guarantee this.
8.4 TMF is not responsible to you or your team for the actions or statements of any other participant and is under no obligation to arbitrate disputes between participants, including in relation to confidentiality and ownership of intellectual property. Participants who are unable to resolve disputes between themselves may at TMF’s sole discretion be removed from the Challenge.
8.5 You shall indemnify and keep indemnified TMF and our Partners against all liabilities, costs, expenses, damages and losses (including reasonable professional costs and expenses) suffered or incurred by us or our Partners arising out of or in connection with any third party claim made against TMF or any of its Partners as a result of:
(a) any breach by you or any of your team members (if applicable) of paragraphs 3.5 and 4 of these terms and conditions; or
(b) any actual or alleged infringement of a third party's intellectual property rights arising out of in connection with your conduct, performance or output (including your application or proposed solution(s) to the Challenge) during or after the Challenge; and
(c) any claim made against us by a third party for death, personal injury or damage to property arising out of or in connection with your conduct, performance or output in connection with the Challenge.
9 No Partnership or Agency
Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between you (or your team, if applicable) and TMF, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
10 Force Majeure
Neither TMF nor its Partners shall be in breach of these terms and conditions, nor liable for any delay in performing, or failure to perform, any of its obligations pursuant to these terms and conditions if such delay or failure results from events, circumstances or causes beyond its reasonable control.
11 Governing Law and Jurisdiction
These terms and conditions shall be governed by and interpreted in accordance with the laws of Japan and you hereby submit to the exclusive jurisdiction of the Japanese courts. Without prejudice to the foregoing, where TMF makes a complaints or independent review process available for disputes arising from the Challenge, you agree to pursue any claims or 8 demands which you have against TMF first through such process and to abide by the rules of such process.
Toyota Mobility Foundation is a general incorporated foundation established under the laws of Japan, with its principal place of business located at 4-18 Koraku 1-chome, Bunkyo-ku, Tokyo, Japan.
Mobility Unlimited Challenge Terms and Conditions v.4 25 January 2018