Terms and Conditions
Originally Published: April 21, 2020
Welcome to https://bvignite.brightidea.com/COVID19. This (“Agreement”) addresses the disclosure of intellectual property for participation in the IgniteX COVID-19 Response Accelerator Startup Database (the “Site”). It is a binding legal agreement between you and Black & Veatch Corporation (“Host”, “B&V”, "we", “our”, or “us”), regarding your use of our website (https://bvignite.brightidea.com/COVID19) and the functions, facilities, and services related thereto (collectively the “Site”). For clarification of doubts, the term “you” means visitors of any publicly available portion of the Site and participants who have completed the application for the Program (“Participants”). Please read this Agreement carefully before accessing the Site. By accessing or using the Site, you acknowledge that you have read, understand, and agree to be legally bound by this Agreement. If you do not agree to be bound by this Agreement, you may not access the Site. Please note that Host does not provide warranties for the Site. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
IN CONSIDERATION of the covenants set forth in this Agreement, Participant and Host mutually agree as follows:
ARTICLE 1 - PARTICIPATION
1.1 Host has established a website platform (“Platform”) which will be open to the public but specifically targeted to Host’s more than 40 participants across the globe. The sole purpose of the Platform is to connect parties who will then evaluate one another for mutual fit. Participant acknowledges that Host does not own or endorse any of the companies participating on the Platform or otherwise taking part in the Program and similarly disclaims any ownership in, claim of accuracy of, or lack of infringement of the rights of others arising from any of their solutions or other information submitted to the Program or available on the Platform.
1.2 Participant hereby grants Host the right to display Participant’s company name(s), logo(s), contact phone, email, website and any other identifying details along with Participant’s proposed solution(s), pitch deck and other solution-related content on the Platform and otherwise use any such information (“Participant Information”) for any purpose related to or arising out of the Program or the promotion thereof.
1.3 Participant acknowledges and agrees to allow Host to disclose internally and to third-parties all or any portion of the Participant Information and Participant waives any and all claims arising from errors, omissions, incorrect details or any other anomaly that may appear as part of the Participant Information on the Platform or otherwise. Upon Participant’s written notice, Host will take reasonable measures to correct any inaccuracies in the Participant Information appearing on the Platform.
1.4 Participant may use Platform during the period commencing on March 26, 2020 and continuing through December 31, 2020 (“Hosting Period”). Host may extend the Hosting Period in its sole discretion. Upon expiration of the Hosting Period, this Agreement shall terminate.
ARTICLE 2 – PARTY’S RESPONSIBILITIES
2.1 Host’s Responsibilities
Host shall, subject to the terms and conditions of this Agreement:
2.1.1 Use reasonable efforts to make the Platform available to all Participants during the Program for the purposes set forth herein;
2.1.2 Host, in the Host’s sole discretion, shall use reasonable efforts to maintain the Platform during the Program, but Participant acknowledges and agrees that Host shall be under no obligation for any failure to maintain the Platform or any malfunction, error, omission or other problem with the Platform, including without limitation the inability of the Platform to properly function; and
2.1.3 Comply with all applicable laws, statutes, regulations, and codes.
2.2 Participant’s Responsibilities
Participant shall at such times as may be required by Host for the successful operation of the Program:
2.2.1 Provide Host with all information necessary to respond to third-party inquiries or otherwise for the performance of the Program;
2.2.2 Perform adequate investigation to assure that the Participant Information supplied to Host for the Program does not infringe the intellectual property rights of any third-party;
2.2.3 Appoint an individual who shall be authorized to act on behalf of Participant and with whom Host may consult at all reasonable times should questions or issues arise related to the Participant Information; and
2.2.4 Comply with all applicable laws, statutes, regulations, and codes.
ARTICLE 3 - WARRANTY
The parties agree that the Platform’s failure to perform as designed or otherwise shall not be considered a failure of the essential purpose of the remedies contained herein. The entire risk of loss or other damage arising from the Platform’s quality and performance is with Participant.
Participant acknowledges and agrees that the Platform licensed under this Agreement is for Participant’s internal business purposes only and as such is licensed "AS IS" with all faults. Host shall not be obligated to provide any support of any kind to Participant, including without limiting the foregoing, any services or support related to failure or malfunction of the Platform, use of the Platform, contacting other participants or telephone consultation. HOST MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE PLATFORM; RESULTS OBTAINED FROM USE OF THE PLATFORM; OR THE ACCURACY OF THE DATA ACCESSED BY USE OF THE PLATFORM. HOST SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, GENERAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL, OR ANY OTHER LOSS, EXPENSE, COST OR DEFICIENCY ARISING OUT OF OR RESULTING FROM PARTICIPANT'S USE OF THE PLATFORM, CONFIDENTIAL INFORMATION OR PROPRIETARY INFORMATION, OR OTHERWISE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. The warranties, obligations, liabilities and remedies of the parties, as provided herein, are exclusive and in lieu of any others available at law or in equity. To the fullest extent allowed by law, releases from, and limitations of liability shall apply notwithstanding the breach of contract, tort including negligence, strict liability or other theory of legal liability of the party released or whose liability is limited.
THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT.
ARTICLE 4 - INDEMNIFICATION
4.1 Reliance on Participant Information
Host and the other participants in the Program shall have no liability for Participant Information that contains defects, errors, omissions or other inaccuracy, misstatement, misrepresentations or false claims.
4.2 Participant Information Indemnity
Participant agrees to release, defend, indemnify, and hold Host, any entity related to Host harmless from and against any and all liability and claims, including attorneys’ fees and court costs, that may in any manner arise either directly or indirectly from any (i) infringement by Participant of third-party intellectual property rights, (ii) misappropriation, theft or other inappropriate use by others of Participant Information, (iii) defects, errors, omissions or other inaccuracy, misstatement, misrepresentations or false claims in the Participant Information, or (iv) dealings between Participant and any third-party.
4.3 General Indemnity
Participant shall release, defend, indemnify and hold Host and all other participants harmless from any and all liability and claims, losses, damages, complaints, or expenses including attorney’s fees and court costs connected with, resulting from or in any way arising out of the submission to Host of Participant Information, any use by Host or others of Participant Information or otherwise arising out of participation in the Program.
ARTICLE 5 - TERMINATION AND SUSPENSION
5.1 Suspension or Termination for Convenience
Either party has the right to suspend or terminate for convenience further performance under this Agreement upon twenty-four (24) hours’ notice. Notwithstanding the foregoing Participant’s obligations under Articles 2, 4 and 7 shall survive any such suspension or termination.
ARTICLE 6 - GENERAL PROVISIONS
6.1 Force Majeure
Host shall not be liable for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation power loss, telecommunications failure, acts of God, or any other cause beyond its reasonable control.
6.2 Representations and Remedies
Host makes no representations, covenants, warranties, or guarantees, express or implied, other than those expressly set forth in this Agreement. The Parties’ rights, liabilities, responsibilities and remedies with respect to the Program shall be exclusively those expressly set forth in this Agreement and are in lieu of any others available at law or otherwise.
Having considered the risks and potential liabilities that may arise out of the Program, the benefits of the Program and in specific consideration of the promises contained in this Agreement and other valuable consideration receipt of which is acknowledged, Participant and Host allocate and limit such liabilities in accordance with this provision. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law:
6.3.1 In no event shall Host or any of Host’s related companies be liable to Participant for any loss of profits or revenue; loss of use; loss of opportunity; loss of goodwill; cost of substitute facilities, goods or services; cost of capital; cost of replacement power; governmental and regulatory sanctions; and claims of customers for such damages; or for any special, consequential, incidental, indirect, punitive, or exemplary damages in any way arising from or related to the performance of this Agreement.
6.3.2 The total cumulative liability of Host and any of Host’s related companies to Participant for all claims, losses, damages, and expenses in any way arising from or related to the performance of this Agreement on an aggregate and cumulative basis shall not be greater than $100.00. Participant’s sole remedy in the event of any breach of this Agreement shall be the right to terminate participation in the Program.
6.3.3 Participant releases, indemnifies, and agrees to defend and hold Host and any of Host’s related companies harmless from any liability arising from Participant’s use, operation or other work with the Platform or other participation in the Program or at any of Host’s facilities, notwithstanding the negligent act or omission of Host or any of Host’s officers, directors, employees, representatives, contractors, subcontractors or consultants.
This Agreement shall not be assignable by Participant without the prior written consent of the Host, except that it may be assigned without such consent to a person, firm, or corporation acquiring all or substantially all of the business assets of Participant, or to a related entity, an affiliate or wholly owned subsidiary of Participant, but such assignment shall not relieve Participant of any of its obligations under this Agreement. No assignment of this Agreement shall be valid until this Agreement shall have been assumed by the assignee. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.
Host may subcontract any portion of the Program in its sole discretion to a subcontractor. Notwithstanding the above, Host may have all or portions of the Program performed by its related and affiliated entities or their employees without Participant’s consent.
Participant shall not solicit the employment of nor employ any Host personnel who has been directly or indirectly involved in the Program for a period of two (2) years from the termination of the Program.
All legal notices pertaining to this Agreement shall be in writing and shall be sufficient when sent by email or regular US mail, to:
Black & Veatch Corporation
Attention: Legal Division
11401 Lamar Avenue
Overland Park, KS 66211
6.8 Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written representations, understandings, proposals, or communications between the Parties.
6.9.1 In the event of any controversy, claim or dispute between the Parties arising out of or relating to this Agreement, including its enforcement, such controversy, claim or dispute shall be governed by and interpreted in accordance with the laws of the State of Missouri, excluding provisions which would apply the laws of another jurisdiction; provided however, it is not the intent of the Parties to render any provision of this Agreement void or unenforceable by the selection of the governing law. Any provision of this Agreement that would be void or unenforceable under the foregoing governing law, except for reasons of the expiration of any statutory or other time period, shall instead be governed by the law of a jurisdiction that would maintain the intent of the Parties that each provision of this Agreement shall be enforceable according to its terms.
6.9.2 Headings and titles of Articles, Sections, paragraphs, and other subparts of this Agreement are for convenience of reference only and shall not be considered in interpreting the text of this Agreement.
6.9.3 Releases, waivers and limitations expressed in this Agreement concerning liability and remedies shall apply even in the event of the fault, tort (including negligence), strict liability, breach of contract or warranty, or other basis of liability of the Party released or whose liability is limited or against whom remedies have been limited, and shall extend to the officers, directors, partners, employees, licensors, agents, subcontractors, vendors and related entities of such Party.
6.9.4 In the event any portion or all of this Agreement is held to be void or unenforceable, the Parties shall amend the Agreement to reflect the original intent of the Parties as set forth in this Agreement.
6.9.5 The prevailing Party, in whole or in part, shall be entitled to reimbursement for all costs and reasonable attorneys’ fees in any legal action brought against the other Party based on a breach of this Agreement.
6.9.6 The provisions of this Agreement are intended for the sole benefit of Participant and Host, and subcontractors, vendors and others to the extent expressly provided in this Agreement. The Parties agree there are no third-party beneficiaries to this Agreement other than those subcontractors, vendors and others expressly contemplated, and then only to the extent contemplated, by the terms of this Agreement.
6.9.9 Failure by either party to exercise any right or remedy under this Agreement does not signify waiver of such right or remedy.
6.9.10 Information, technical data, software, services, assistance, equipment or materials, including without limitation the information submitted by other participants (collectively “Data”) made accessible by Host on the Platform in connection with this Agreement shall at all times be subject to the export control laws of the United States of America (“USA”). Each Party agrees that no Data, or any product thereof, shall be exported or re-exported directly or indirectly without the written permission of Host. If such information is exported or re-exported in violation of the laws and regulations of the USA, the Party in violation of such laws and regulations agrees to assume the sole responsibility and expense for obtaining the necessary licenses and authorizations to export or re-export such Data, or any product thereof, and to obtain the benefit of any such license or authorization for and on the behalf of the other Party. This Export Control provision will survive any expiration or termination of this Agreement.
6.10.1 In the event of any controversy, claim or dispute between the Parties arising out of or relating to this Agreement, including its enforcement, such controversy, claim or dispute, including disputes regarded as such by only one of the Parties, the Parties shall negotiate in good faith to resolve such dispute, including third-party mediation, if the Parties so agree.
6.10.2 If no settlement is achieved, either Party may submit the dispute for arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Construction Arbitration Rules. Each Party irrevocably submits to the exclusive jurisdiction of the AAA. All arbitration proceedings shall be held in Kansas City, Missouri, and governed by Missouri law.
6.10.3 The arbitration tribunal shall consist of a total of three arbitrators. Each Party shall select one arbitrator, and the two Party-appointed arbitrators shall appoint a third arbitrator, who shall chair the tribunal. The arbitrators shall be fluent in English.
6.10.4 The tribunal’s award shall be final and binding upon the Parties, and such award shall not be subject to modification or appeal, except as allowed by the AAA rules. In no event shall the tribunal award punitive damages.
6.10.5 The Parties agree to complete compliance with the terms of the tribunal’s award without delay. Interest at the rate of one percent per month on any award, or portion thereof, that has not been paid, shall begin to run on the 45th day following the date of the tribunal’s award. If a Party fails to comply with the tribunal’s award, then judgment on the award may be entered in any court having jurisdiction. The Parties agree that any fees and costs, including interest on the tribunal’s award, incurred by the prevailing Party in such enforcement action shall be awarded by the enforcing court.
6.11 Survival of Terms.
The terms and conditions of this Agreement shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate.
ARTICLE 7 - MODIFICATION OF AGREEMENT AND/OR SITE
The most current version of this Agreement will be dated and posted on the Site. Host reserves the right, in its sole discretion, to modify or change this Agreement at any time. Any changes will be effective as of the “Last Updated “date at the top of the revised Terms. We may provide you with advance notice of a major change prior to your access of any portion of the Site. For example, we may (i) require that you reaccept the updated version of this Agreement, (ii) send you an electronic notification advising of the update to this Agreement, (iii) include a notice on the Site advising of the update to this Agreement, and/or (iv) advise you of the updated Agreement during a phone call. Examples of significant changes include significant changes to Site functionality that cause provisions to be modified, added, or removed. We do not ordinarily provide advance notice of a minor change. This Agreement comprises an agreement between you and Host, and you must review this Agreement on a regular basis to understand any changes because your use of the Site will be governed by the then-current Agreement. Your continued access of the Site constitutes your acceptance of such changes. If you do not agree to any of the changes, you must stop accessing the Site. Host reserves the right, in its sole discretion, to modify, restrict or terminate all or part of the Site without notice.