INTRODUCING MARINE PROTECTION PRIZE 2018 WINNERS: MEET THE WINNERS

Marine Protection Prize

Offering $450,000 to detect illegal fishing in near coastal communities

Learn More

The process

Questions & Answers

News & Updates

Keep up to date on the Marine Protection Prize

Meet The Judges

Receive feedback from experts

Timeline

Stay informed about important deadlines

Trait Scoring Rubric

Review the traits the judges will use to score valid applications. Scores will be normalized for fairness.

A Level Playing Field

Everyone is treated fairly

Once a valid application has been submitted, a minimum of five judges will be assigned to score each submission. Those judges will offer both scores and comments against each of four distinct traits. Each trait will be scored on a 0-5 point scale, in increments of 0.1. Those scores will combine to produce a total normalized score. Examples of possible scores for a trait are: 1.4, 3.7, etc.

The most straightforward way to ensure that everyone is treated by the same set of standards would be to have the same judges score every application; unfortunately, due to the number of applications that we may receive, that is not possible.

Since the same judges will not score every application, the question of fairness needs to be explained carefully. One judge scoring an application may take a more critical view, giving any assigned candidate a range of scores only between 1.0 and 2.0, as an example; meanwhile, another judge may be more generous and want to score every submission between 4.0 and 5.0.

For illustrative purposes, let’s look at the scores from two hypothetical judges:

The first judge is far more generous, as a scorer, than the second judge, who gives much lower scores. If your application was rated by the first judge, it would earn a much higher total score than if it was assigned to the second judge.

We have a way to address this issue. We work to ensure that no matter which judges are assigned to you, each application will be treated fairly. To do this, we utilize a mathematical technique relying on two measures of distribution, the mean and the standard deviation.

The mean takes all the scores assigned by a judge, adds them up, and divides them by the number of scores assigned, giving an average score.

Formally, we denote the mean like this:

The standard deviation measures the “spread” of a judge’s scores. As an example, imagine that two judges both give the same mean (average) score, but one gives many zeros and fives, while the other gives more ones and fours. It wouldn't be fair, if we didn’t consider this difference.

Formally, we denote the standard deviation like this:

To ensure that the judging process is fair, we rescale all the scores to match the judging population. In order to do this, we measure the mean and the standard deviation of all scores across all judges. Then, we change the mean score and the standard deviation of each judge to match.

We rescale the standard deviation like this:

Then, we rescale mean like this:

Basically, we are finding the difference between both distributions for a single judge and those for all of the judges combined, then adjusting each score so that no one is treated unfairly according to which judges they are assigned.

If we apply this rescaling process to the same two judges in the example above, we can see the outcome of the final resolved and normalized scores. They appear more similar, because they are now aligned with typical distributions across the total judging population.

We are pleased to answer any questions you have about the scoring process. You are able to ask questions related to the scoring process on the discussion forums once you register and begin developing your application.

Rules

Understand the legal rules governing the competition

Thank you for your interest in the Marine Protection Prize. Please know that by participating, you are eligible for a $150,000 grant from National Geographic Society. So, it is important to define the rules of your participation. The rules governing this competition ("RULES") are stated here as an extension of the Terms & Conditions ("Terms") for use of this Website. The full Terms are available for your review by accessing them at the foot of each page. The RULES constitute "Competition Terms and Conditions" under Clause 2.3 of the Terms. Capitalized words (used but not defined in the RULES) have the meanings given to them in the Terms.

Please read these RULES and the Terms carefully, as they describe the conditions under which you are allowed to participate. As you participate, you may periodically be asked to recognize your acceptance of these RULES and the Terms by clicking "accept" at various pages, but by continuing any use of this Website you expressly consent to all of these RULES and the Terms.

The Rules:

NO PURCHASE IS NECESSARY TO ENTER OR WIN ANY AWARD.
A PURCHASE WILL NOT INCREASE YOUR CHANCE OF WINNING.

The Competition begins on November 2, 2017 and ends on October 18, 2018. Only registered participants are allowed to submit an APPLICATION, and registration closes on February 8, 2018 at 5:00 PM U.S. Eastern (GMT-4). ALL APPLICATIONS MUST BE RECEIVED BY March 8, 2018 at 5:00 PM U.S. Eastern (GMT-4). Information on how to enter and/or to receive an Award form part of these Competition Rules. By submitting an APPLICATION, each entrant agrees to the Competition Rules and warrants that his or her entry complies with all requirements set out in the Competition Rules. This is a skill-based competition, and chance plays no part in the determination of any Winner.

Subject to the limitations set out herein and in the Terms, any individual, including but not limited to those representing an Entity (such as a for profit or nonprofit corporation, partnership, or limited liability company) may participate (“You”). You must complete registration to participate. Individuals must be older than 18 years of age to participate. You cannot reside in nor be governed by countries that are prohibited by law, regulation (including United States or other applicable export laws and regulations), treaty or administrative act from entering into trade relations (including export of technology) with the United States of America or its citizens. CONTEST IS VOID IN CUBA, IRAN, NORTH KOREA, SUDAN, SYRIA, CRIMEA REGION, AND WHERE PROHIBITED. Please visit the following website to start investigating further your eligibility, based on your location or citizenship: http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx for a current list of prohibited countries.

Your APPLICATION should consist of the application requirements stipulated on this website (“Entry”). An Entry may not, in the sole and unfettered discretion of the Competition Host (“National Geographic Society”), contain obscene, provocative, defamatory, sexually explicit, or otherwise objectionable or inappropriate content.

The Content created or provided by You must be your own. You represent and warrant that your Entry is an original work created solely by You, that You own all Intellectual Property in and to the Entry, and that no other party has any right, title, claim or interest in the Entry, except as expressly identified by You to us in writing. By submitting Your Entry, You are providing a royalty-free, perpetual, and non-exclusive license of your Entry and all associated Entry Content to National Geographic Society, as more specifically described in the Terms & Conditions. If there are portions of the Entry that are encumbered by third party intellectual property rights, it is your responsibility to disclose them, and such third party content may cause your Entry to be disqualified.

You may participate by registering, and You may not register more than one true and uniform identity; multiple registrations for a participant or corresponding Entity using multiple identities are not allowed. We reserve the right to disqualify any Entry made by a participant violating this limitation, regardless of whether all of the respective parties had knowledge of such violation.

The application requirements for your Entry are clearly described on this website. Your Entry will be reviewed by five judges, who will be randomly assigned to score your Entry using the trait scoring rubric and judging criteria that are also described on this website. An Evaluation Panel, each member of which may be named on this website, will be responsible for scoring your Entry, and up to five (5) members will be randomly assigned to score your Entry. Once a rank order of scores has been calculated, the top 5-7 (or more) Entries will be presented before a separate Selection Committee of up to three (3) or more members. Those Selection Committee members will meet to review and discuss the top Entries and will determine any Winner(s) using a process that may or may not include the same trait scoring rubric that the Evaluation Panel will use. At least one of the Evaluation Panel members will be independent of National Geographic Society, and at least one member of the Selection Committee will be independent of National Geographic Society.

Should You be selected as a Winner, a cash Award of $150,000 in the form of a grant from National Geographic Society will be provided to You, so long as the conditions of your success are met, as determined by National Geographic Society, in compliance with all of the stated and relevant Terms. You may not submit any petitions for a division of an Award. If an Award is offered to a participant representing any form of Entities, then such Entity will receive the funds, and it is the responsibility of the governing individuals to make any distributions to any other individuals or other Entities. The recipient of the $150,000 Award will be announced on this Website after the Winner has agreed to the Terms of a Grant Agreement with National Geographic Society, as the receipt of such funds. Failure to execute and deliver any required documents to National Geographic Society by any specified deadline may result in disqualification from the Competition and selection of alternate potential Winner(s).

While RAMPIT, LLC (“RAMPIT”) is providing an online platform for your participation, RAMPIT is not responsible for the payment of any Award(s). Payment of any Award(s) is the sole responsibility of National Geographic Society, and under the Terms each participant has agreed to look solely to the Competition Host for the payment of any Award(s). Please note that any Winner(s) may be subject to certain taxes. Under the Terms, the Winner(s) of any Award(s) will be solely responsible for paying such taxes. Neither National Geographic Society, as the Competition Host, nor RAMPIT and/or its affiliates will accept responsibility for paying such taxes.

By submitting your Entry, You agree to release, discharge and hold harmless National Geographic Society and its partners, affiliates, subsidiaries, advertising agencies, agents and their employees, officers, directors and representatives from any Loss arising out of your participation in this Competition and the acceptance and use, misuse, or possession of any Award. National Geographic Society assumes no responsibility for any error, omission, interruption, deletion, defect, or delay in operation or transmission; communications line failure; theft or destruction of or unauthorized access to Competition entries or entry forms; or alteration of entries or entry forms. National Geographic Society is not responsible for any problems with or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any entry to be received on account of technical problems or traffic congestion on the Internet or any website, human errors of any kind, or any combination thereof, including any injury or damage to entrants’ or any other persons’ computers related to or resulting from participation, uploading or downloading of any materials related to this Competition. In the case of entrants who are Australian or UK residents, the preceding two clauses do not operate in respect of any implied condition or warranty the exclusion of which from these Official RULES would contravene any Australian or UK statute or cause any part of these Official RULES to be void.

THIS COMPETITION IS VOID WHERE PROHIBITED. Entrants agree that this Competition shall be subject to and governed by the laws of Tennessee and the United States of America and the forum of any dispute shall be in the courts of Davidson County, Tennessee, United States of America. To the extent permitted by law, the right to litigate, to seek injunctive relief or to make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with this Competition are hereby excluded and any entrant expressly waives any and all such rights. Certain restrictions may apply.

If for any reason the Competition is not capable of running as planned, due to infection by computer virus, bugs, worms, Trojan horses, denial of service, tampering, unauthorized intervention, fraud, technical failures or any other causes beyond the control of RAMPIT and/or National Geographic Society that corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Competition, National Geographic Society reserves the right, at its sole discretion, to disqualify any individual(s) who tamper with the process, and/or to cancel, terminate, modify, or suspend the Competition. If National Geographic Society terminates the Competition, it will not retain any rights in the submitted Entries.

National Geographic Society, as the Competition Host, reserves the right to disqualify any participant who violates these RULES, the Terms and any standards of behavior expressed or implied in them. We look forward to receiving your most thoughtful and creative Entry.

National Geographic guarantees that up to three Awards of $150,000 each will be available for any Winner(s) of the Competition. More than this number of Awards may be offered if the Selection Committee determines, in its sole discretion, that there is a need for more Winners. However, National Geographic reserves the right not to implement the Entry for any reason it may determine in its sole discretion.

The National Geographic Society and its subsidiaries, joint ventures (which includes National Geographic Partners, LLC), and affiliates’ employees and their immediate family members or those living in the same household are prohibited from entering the Competition.

Contact Information:

You may contact us with any questions or comments about these RULES. Please enter Marine Protection Prize in the subject line of your email. You may reach us at: questions@marineprotectionprize.com

About the Prize

Help us discover new solutions to detect illegal fishing

Overfishing and illegal fishing threaten our oceans, as well as the food security and livelihood of island nations and coastal communities. Today, technology can detect and stop this threat in new and innovative ways.

National Geographic Society invites teams to deliver technology and data collection to effectively detect illegal fishing in near coastal communities. The Marine Protection Prize will source the best use of those technologies and identify a community of practice to protect our oceans and sustain our fisheries.

“A thriving ocean marine-protected area creates a promising target for illegal fishers and poaching operations. We need new technologies to help protect these pristine areas.”

Shah Selbe,

National Geographic Society Fellow

We're looking for entrepreneurial, innovative teams of experts that care deeply about the impact of illegal, unreported, and unregulated fishing on our oceans and coastal communities. The three teams with the best solutions will each receive $150,000 in funding to make those solutions into reality.

In the landscape of competitions, the Marine Protection Prize is committed especially to a high standard of openness, fairness, and transparency. Our goal is to provide value for everyone who participates.

Application

Propose your solution to developing or adapting technology to detect illegal fishing

The objective of the Marine Protection Prize is to invite teams from around the world to propose solutions to stop illegal, unreported, and unregulated (IUU) fishing on island nations and near coastal communities. We seek to assess a range of solutions that offer low-cost and easy-to-maintain technologies and that are relevant to the needs of local community stakeholders.

Please take time to read all of the application requirements before starting your submission. Also, we encourage you to read the rules that define your role and responsibilities. Each application must be completed in English. The submission deadline is March 8, 2018, at 5:00 PM U.S. Eastern Time. Please post any questions by registering and using our Forums.

A. Your Quick Pitch

Each team will start with the most succinct and compelling overview of their proposal. We may reveal this information to the public, to other potential funders, or to leaders who can influence the future of conservation technologies. Make sure that your Quick Pitch requires no other context. This is your chance to leave a strong first impression.

Executive Summary: One Sentence (25 words)

Provide a single sentence description of your proposal.

Executive Summary: Paragraph (150 words)

Provide a summary of the most compelling aspects of your proposal. Keep your summary to one paragraph. We may use this content to describe the most promising solutions on our website.

Video Pitch

This is your opportunity to make a personal connection with our judges or to market your solution to an external audience. You are asked to submit a video presentation, which captures your commitment to your proposal. You will upload a short digital film – your Video Pitch must follow these guidelines:

Do not exceed 90 seconds.
One or two person(s) should present himself and/or herself during the video (make it authentic).
Focus on delivering a personal connection; it is not necessary to produce a sophisticated video.
Your pitch must be in English.

Here are some logistical and technical suggestions:

Laptop cameras and smart phones are easy-to-use tools for recording your video.
Laptop or desktop computers can typically record video through Skype or other software.
If possible, reduce your file size - video uploading is easier at lower resolutions.
If you are having difficulty uploading your video file, try logging out of the application and logging back in using another Internet browser (Google’s Chrome browser is preferred).

Here are general suggestions for delivering a high-quality video pitch:

Introduce yourself and your organization.
What is your proposed solution?
What is unique about your team and technical approach?

Hone your content:

Keep your description and language simple.
Demonstrate passion through your words and enthusiasm.
Thoroughly prepare.

Practice numerous times and solicit feedback from colleagues, family, and friends before submitting.

You will record your video and upload to YouTube; then, you will enter your YouTube Video ID.

B. Your Team

The following information is required to capture a basic understanding of the leadership, structure, capabilities, and vision of your team. Please understand that while individuals are invited to apply, such as a single person with a passion for conservation and technology, any individual participant must deliver a plan that includes a strong relationship with local policing authorities and the community where the solution is proposed; so, we strongly encourage any individual participant to include detailed descriptions of primary and secondary partners, who can help facilitate those working relationships.

Team Leader (Point of Contact)

Each team must be led by one person, who assumes final responsibility for completing the application. Team Leaders may delegate responsibilities to others, but each Team Leader will act as the primary point of contact and must have a working knowledge of all decisions. Please provide the name and title of your Team Leader. A Team Leader may be different than the person who completed registration.

Primary Organization (10 words)

Please provide the name of the organization with whom your Team Leader is affiliated. If you are an individual participant without an official organization to support your plans, you may simple include your name. Any Winner(s) of the Marine Protection Prize will be required to enter into an Agreement with National Geographic Society. Therefore, select your Team Leader and his/her Primary Organization, based on the authority to enter into a binding contract on behalf of those accountable for implementing your proposed solution. Participants entering as an individual will execute an Agreement on their behalf.

Structure of Primary Organization

Please describe the legal structure of your Primary Organization. We accept applications from nonprofit agencies or for-profit ventures. The Marine Protection Prize welcomes teams with public partners, but your Primary Organization cannot be a government entity. If you are an individual participant without the support of any Primary Organization, then please select OTHER and enter “Individual.”

□ Nonprofit Organization

□ For-profit Venture

□ Other: _______________________ (enter description of 10 words max)]

Division/Department (optional – 20 words)

For larger organizations, name the part of the organization that is responsible for developing and deploying (or overseeing the development and/or deployment) of the proposed solution. If you do not recognize any division or department in this role or if your organization does not include divisions or departments, then you may skip this question.

Website (optional)

Some teams may offer either a central website for their organization(s) or a dedicated website, describing the team or proposed solution. Please offer a link to that website, if applicable. This is an optional requirement, and your team will not be discounted for not including any website link.

Contact Information

Please provide the phone number, email address, and mailing address of your designated Team Leader. Contact information will not be used for purposes other than direct communication about the Marine Protection Prize. You may reference our Privacy Policy to understand how we use this information.

Social Media (optional)

Please provide the social media user names for the accounts that best represent your team.

Management (200 words)

Please provide a narrative description of your team management structure with the name/title for each leader, who assumes a key role/responsibility for delivering the proposed solution. Describe the relationship between your senior leaders. You may describe a formal organizational chart, but we want to understand how they share responsibilities and/or hold one another accountable. This question applies both to individuals, teams that only consist of one Primary Organization, and/or teams that include partnerships among many organizations. So, please take time to describe your management approach, regardless of how many people are formally or informally affiliated.

Experience (200 words)

Include a brief biographical statement for up to three of your team members who oversee the management of your team. You may also list the names and credentials of any key advisors, not included as a member of your team (up to three) who are responsible for providing counsel, where management appears to lack relevant credentials. If your organization is governed by a Board of Directors, please describe those Directors and any controlling authority that they have (or do not have). Emphasize any prior successes or achievement that is related to your proposed solution. Focus on convincing our judges that you and/or your team have the talent and track record to deliver results.

Partnerships (optional – 200 words)

If your team has agreed to partner with one or more other organization(s) in order to deliver your solution, provide a brief narrative of the structure of your partnerships, including any decision-making authority between the parties. Please note that your application requires that you have secured permission to represent any partner(s), to disclose information on behalf of any partner(s), and to propose any operational or financial information that is binding to any partner(s).

Your Community (10 words)

Each team is required to propose a project-based implementation of their solution, that will occur within a specific location. The location should represent an island nation or near coastal community. Please identify the name of that community. The community is an extension of your team and is the location where you will deploy your proposed solution in your project plan.

Relationship(s) with Local Authorities (200 words)

While we recognize that many teams may offer effective technology for identifying incidents of IUU fishing, it is critical that such data is used to police and/or intervene when those activities occur. Therefore, it is important for our judges to understand the nature of any relationship(s) that you or your partner(s) may have with local authorities in the community. Please be specific.

C. Your Solution

In this section, you will respond to several items that help describe your solution and a project-based demonstration, to illustrate how your solution can drive results. Your proposal should emphasize how your solution aligns with the four traits that will be used to score your application. Take time to underscore both the specific strengths of your proposed project and how they represent broader qualities of an overall strategy.

Areas of Specialization (10 words)

List six or more keywords to describe your areas of background and ongoing work. These should be unique keywords associated with your solution, approach, or organization. This can also be related to the specific part of the region that you are focused on protecting.

Problem Statement (200 words)

Describe the specific aspects of the issue that you are trying to solve. Provide background that will allow us to understand why your solution was designed the way it is, and how it can help address your Problem Statement. Outline why this issue is so important.

Local Conditions (200 words)

Describe the local conditions in the community. Focus on those aspects that would inform why your solution is appropriate for alleviating IUU fishing activities there and how you have chosen to overcome any issues that may also represent broader challenges in other similar communities. Include relevant species information, habitat type, primary gear type(s), and a description of the fishing community and IUU activities, as well as the threats presented to both species and livelihoods in the community. Convince the judges that you have taken the time to understand the environment where you have chosen to showcase your technical approach and describe any operational or tactical hurdles that are most relevant to your chosen island nation or coastal community.

Technical Approach (250 words)

Now that you’ve defined the conditions in which you will demonstrate your solution, you will describe the array of technology that you are proposing. You may start with a description of the strategic intent for utilizing the technology, but you must ground your proposal with a description of the specific application that is most appropriate to the conditions that you have previously described. You are welcome to deliver any technical explanation(s), but the judges assigned to your team may not have relevant technical expertise. So, explain what you are proposing but emphasize why your approach is both relevant and meaningful. Include information on how your technology will be deployed and any technical expertise that is required in the deployment, use, and/or maintenance of the technology.

Technology Readiness
These benchmarks have been adapted from the NASA Technology Readiness Scale and Robert Cooper’s Five Stages of Innovation. Please tell us at which stage your solution is today (select one):

Basic principles observed and reported. Product idea initiated.
Technology concept and/or application formulated. Merits of market prospects developed.
Analytical and experimental work with proof of concept in place. Initial business case built, including product definition, business justification, and business development plan.
Bench level prototype with lab tests in place. Continuation of market knowledge intake on course.
Bench level prototype tested in a real world environment.
Actual prototype - full scale, actual size, etc. - tested in a real world environment. Operating plan and market launch plan developed.
System prototype demonstrated/successful in the actual environment.
Actual system tested, demonstrated, and qualified for real world application, including customer acceptance and production/delivery economics understood.
System is in use; commercial launch accomplished.

Intellectual Property Plan (150 words)

Please outline the plan with respect to the intellectual property (IP) around your solution. If this is open source, explain where and how you plan to document and/or share the IP. If your solution is proprietary, outline any stipulations around IP ownership and a path forward with respect to ongoing use of the IP. Please note that by receiving any award from National Geographic Society, you are not waiving any of your rights; the ownership of any intellectual property is not affected by participation in this program.

Community Engagement (200 words)

Explain the role of community members, local organizations, or fisherfolk in the region. What are some mechanisms that you intend to implement to increase ownership or participation in these efforts? What do you envision their role in the development and operation of this solution?

Systems Adaptability (200 words)

Please describe how your proposed technologies are designed to accommodate variable conditions within the local environment. This could include changes to the community itself, and/or the ecosystem in which the fishery occurs. Emphasize how your solution can adapt to meet the ever-changing needs that those conditions present. Include ways in which your solution could be applied to other regions or can be leveraged to help protect beyond your target area.

Systems Durability (200 words)

Please also describe how your proposed technologies are suited to meet both the short-term and long-term needs of your target beneficiaries. Explain efforts that are taken to increase robustness towards any foreseen issues.

Projected Impact (200 words)

Describe the measurable outcome of your solution within the local fisheries of the community. As you assert any claims, make your case based on the most realistic explanation of your projected impact. Describe how the community and local ecosystem might benefit from your proposal and/or the degree to which others might realize benefits from more sustainable fisheries and a healthier ocean.

Project Planning (200 words)

We want to understand how you plan to spend any prize Award to realize your proposal. This is your opportunity to explain what you will do, if named as a Winner of the Marine Protection Prize. Later, you will offer a more detailed description in a project plan – take time to cross reference each of these responses, so that our judges can understand the relevance of specific tasks.

Your Project Plan

In this section, you are asked to list the individual tasks you plan to complete, to implement and manage your team’s proposed project. This exercise is important for our judges, so that they can understand your practical approach and the feasibility of your planning process.

We are providing the following tool for use in documenting your plan. It requires you to indicate tasks by number and name. You will be assessed based on the level of detail that you provide; we encourage you to identify any subtasks that support any primary tasks.
Please list each task chronologically by start date and enter end dates accordingly.
For tasks that start at the same time, please prioritize the most essential and continue the list in order of importance.

Project Tracking & Metrics (150 words)

Provide the way in which you plan to measure the overall performance of the proposed project. You will choose how to calculate your performance, but you are required to submit projected goals and the means through which you will track results. While projects may range according to their goals and the way in which they define success, our judges will assess your response according to how precisely your methodologies will track meaningful outcomes and how closely your metrics are linked to a realistic assessment of your performance.

Risk Management (150 words)

Please describe threats to the proposed project and your plan to address them. While every project is different, we expect you to raise any assumptions and how you intend to manage risk(s). For example, often times technologies can pose unintended outcomes as a result of unexpected use cases or failure. Other examples may include seasonal fluctuations, local conditions that may not yet be fully apparent, and/or unbudgeted resource requirements. We want to understand that you have a thoughtful risk management plan.

Outreach Plan (150 words)

Please describe your approach to outreach and communications. Storytelling and science are core to the mission of National Geographic Society, and engagement in this area can help provide success for a project in many ways. Please explain how you intend to reach those in the community or the general public, to outline the work that you are doing and why it matters.

D. Your Resource Requirements

While the information provided in the previous section is intended to reveal strategic and practical implementation plans for your solution, we also require other information necessary for our judges to understand the financial sustainability of your proposal.

Total Project Cost

What are the detailed costs to implement the proposed project within your specified duration? This includes capital expenditures and operational expenditures. Please list and describe each cost category in the following table. If they require further explanation, you may submit NOTES at the end of the table. Your total project cost should not exceed $150,000.

Other Considerations (optional – 150 words)

We recognize that our Application is rigorous and time consuming. Thank you for completing it. However, we also want to provide a final opportunity for your team to raise any other considerations. This is your opportunity to emphasize or expand on a previous point or to provide any new information not previously required.

Privacy Policy

Your privacy is important to us

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The Way RAMPIT Uses Information:

1. RAMPIT uses the information You provide or that we collect to operate, maintain, enhance, and provide all of the features and services found on this Website. We will use your email address to contact you with respect to Entries, Awards and otherwise in connection with Competitions, for any administrative and customer service purposes, to address intellectual property infringement, rights of privacy, or defamation issues, or regarding Postings.

2. RAMPIT uses all of the information that You provide or that we collect to understand and analyze the usage trends and preferences of our Users, to improve the way this Website works and looks, and to create new features and functionality.

3. RAMPIT may use "automatically collected" information and "cookies" information to: (a) personalize our services, such as remembering your information so that You will not have to re-enter it during your visit or the next time you visit this Website; (b) provide customized third party content, and information; (c) monitor and analyze the operation and effectiveness of this Website and related activities; (d) monitor aggregate site usage metrics such as total number of visitors and pages viewed; and (e) track your status in any Competitions or other activities.

4. RAMPIT may use your email address or other personally identifiable information to send You: i) messages about this Website or communications from other Users; ii) promotional messages related to this Website and the activities of third parties we work with; and, iii) messages on behalf of other Users who think You may be interested in this Website. You will have the ability to opt-out of receiving any such communications, either through links provided in the messages, or by updating your Account settings through this Website.

When RAMPIT Discloses Information:

We are not in the business of selling your information. We do, however, disclose your personally identifiable information in a variety of circumstances in connection with developing and maintaining this Website and operating or supporting the operation of Competitions. For example:

1. By its nature, this Website enables Users to communicate in a variety of ways. This also applies to information You choose to make available through features that connect to third party services, if applicable. Once you make your personally identifiable information available, it may be collected and used by the recipients without restriction. We urge Users to exercise common sense, prudence and good judgment about what personal information to make available to others through this Website.

2. RAMPIT may disclose your personally identifiable information to the Competition Host and/or Competitors, as applicable, to enable your participation in and the operation of Competitions.

3. RAMPIT works with third party service providers to provide general website hosting, specialized Content hosting (e.g. the hosting of video Content), maintenance, and other services. These third parties may have access to or process your personally identifiable information as a result of performing the services they were engaged to perform.

4. RAMPIT may also disclose your information if required to do so by law or in the good-faith belief that such action is necessary or useful to comply with applicable laws, to respond to a court order, judicial or other government subpoena or warrant, or to otherwise assist or cooperate with law enforcement activity or other similar activities in connection with internal or coordinated fraud detection and prevention, and the protection or enforcement of third party rights.

5. RAMPIT works to promote a safe and reliable service for all Users. We reserve the right to disclose your information that we believe, in good faith, is appropriate or necessary to take precautions against liability; to protect RAMPIT and others from fraudulent, abusive, predatory, or unlawful uses or activity; to investigate and defend ourselves against any third party claims or allegations; to protect the security or integrity of this Website; or to protect or vindicate the rights, property, or personal safety of RAMPIT, our Users, or others.

Your Choices

You may, of course, decline to share certain personally identifiable information with RAMPIT, in which case RAMPIT may not be able to provide to you some of the features and functionality found on this Website. Please note that we may retain all information You submit for a variety of purposes, including backups and archiving, prevention of fraud and abuse, and analytics.

To protect your privacy and security, we take reasonable steps to verify your identity before granting You account access or making corrections to your information. YOU ARE RESPONSIBLE FOR MAINTAINING THE SECRECY OF YOUR UNIQUE PASSWORD AND ACCOUNT INFORMATION AT ALL TIMES.

We may now or in the future make certain tools and features for configuring your privacy settings available to You through this Website, but any such features and settings we may provide do not guarantee the anonymity or confidentiality of any information, including personally identifiable information and Postings You provide or submit to this Website.

Third Party Websites:

This Website contains links to Websites and services provided by third parties. Any personally identifiable information You provide on third party sites or services is provided directly to that third party and is subject to that third party's policies, if any, governing privacy and security. We are not responsible for the content or privacy and security practices and policies of third party sites or services to which links are displayed on this Website. We encourage You to learn about third parties' privacy and security policies before providing them with personally identifiable information

Our Commitment to Children's Privacy

Protecting the privacy of children is especially important. For that reason, RAMPIT does not knowingly collect or maintain personally identifiable information from persons under 13 years-of-age, and no part of this Website is directed to persons under 18. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THIS WEBSITE AT ANY TIME OR IN ANY MANNER. If RAMPIT learns that personally identifiable information of persons less than 13-years-of-age has been collected on this Website without verifiable parental consent, then RAMPIT will take the appropriate steps to delete this information. If you are a parent or guardian and discover that your child under the age of 13 has obtained a User Account on this Website, then you may alert RAMPIT at privacy@RAMPIT.com and request that RAMPIT delete that child's personally identifiable information from its systems.

Our Commitment to Data Security:

RAMPIT uses a variety of physical, managerial, and technical safeguards designed to improve the security of our systems and your personally identifiable information. We cannot, however, ensure or warrant the security of any information that You transmit to RAMPIT, nor can we guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. You transfer your information to RAMPIT at your own risk.

If RAMPIT learns of a security systems breach, then we will attempt to notify you electronically so that You can take appropriate protective steps. Depending on where You live, You may have a legal right to receive notice of a security breach in writing. If You'd like to receive such a notice please notify us at privacy@RAMPIT.com

International Visitors:

Your information may be stored and processed in any country in which RAMPIT and its affiliates maintain facilities. In this regard, or for purposes of sharing or disclosing data in accordance with this Privacy Policy, RAMPIT reserves the right to transfer, store, and process your information outside of your country. Your acceptance of the Terms includes your consent to any such transfer, storage, and processing of your information outside of your country.

In the Event of Merger or Sale:

In the event that all or a portion of RAMPIT or its assets are acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information that we have collected from Users in connection with such merger, acquisition, sale, or other change of control.

Changes and Updates to this Privacy Policy:

Please revisit this page periodically to stay aware of any changes to this Privacy Policy, which may be revised at RAMPIT's sole discretion, as provided in the Terms. Note that our amended Privacy Policy will become effective on a going forward basis as set forth in the Terms, except that: (i) unless You agree otherwise, we will use your personally identifiable information in the manner described in the Privacy Policy, in effect when we received that information; and, (ii) if you do not agree with any changes to the Privacy Policy, You must terminate your participation and cease use of this Website. Your continued use of this Website after revised Privacy Policy has become effective indicates that you have read, understood and agreed to the current version of the Privacy Policy.

RAMPIT Contact Information:

Please contact RAMPIT with any questions or comments about this Privacy Policy, your personally identifiable information, our use and disclosure practices, or your consent choices by email: privacy@RAMPIT.com

Terms & Conditions

Understand your participation on this website

RAMPIT, LLC (RAMPIT) provides an online platform for competitions through various websites, including but not limited to this website, which are subject to the following terms and conditions. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. THESE TERMS AND CONDITIONS SET OUT THE TERMS OF A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RAMPIT FOR YOUR USE OF THIS WEBSITE AND THE RELATED SERVICES. BY RECOGNIZING YOUR ACCEPTANCE OF THESE TERMS, EITHER BY REGISTERING A USER ACCOUNT AND/OR BY ACCESSING AND USING THIS WEBSITE, AS APPLICABLE, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MUST CEASE USING THIS WEBSITE AND THE RELATED SERVICES.

1. Definitions and interpretation

In this document, the following terms have the following meanings, unless the context otherwise requires:

1.1 "Agreement" means:

these terms and conditions;
any amendments subsequently made to these terms and conditions;
any replacement or novation of this Agreement;
terms and conditions incorporated into this Agreement by reference; and,
any policies (including the Privacy Policy), terms, conditions, Competition Terms and Conditions, notices and disclaimers contained elsewhere on this Website or provided by RAMPIT in connection with the Services.

1.2 “Competition" means any challenge or contest posted on this Website, however expressed.

1.3 "Competition Information" means all Content provided in relation to a particular Competition, including the Competition Terms and Conditions.

1.4 "Competition Host" means in relation to any Competition posted on this Website, the person or entity who is responsible for the Competition or procured that RAMPIT and/or its owners post the Competition.

1.5 "Competition Terms and Conditions" has the meaning given to that term in Clause 2.3.

1.6 "Competitor" means in relation to any Competition posted on this Website, a person, a team of persons and/or a corporate entity who submits or proposes to submit an Entry to the Competition.

1.7 "Content" means any information, files, text, code, material, images, data, sounds, graphics, software, photos, designs, software downloads, goods, services documents, layouts, applet, CGI interfaces, descriptions, illustrations, catalogues, advertisements, audio and video material or specifications contained in or referred to in this Website, obtained through or via this Website or available to be viewed by accessing any part of this Website (which may be out of date or superseded), whether it be obtained directly or indirectly, in any machine or human readable format. Without limiting the foregoing, 'Content' includes any Entry submitted through or via this Website.

1.8 "Consulting Agreement" means in relation to any Competition posted on the Website, the agreement executed between RAMPIT or a RAMPIT Affiliate and the Competition Host, which sets out the specifics of a Competition and the terms and conditions of the Services provided by RAMPIT for the sake of meeting the needs of the Competition Host.

1.9 "Entry" means an entry by a Competitor in response to a Competition.

1.10 "Entry Content" means any text, code, map, proposal, plan, materials, designs, documents, descriptions or specifications used, in whole or in part, directly or indirectly, in describing, drafting, developing, devising, calibrating, testing, evaluating, analyzing or generating an Entry, or which itself constitutes the whole or part of an Entry. The term "Entry Content" may include physical copies of the foregoing in addition to electronic copies.

1.11 "Intellectual Property Rights" means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, or trademark rights, whether or not such rights are registered or capable of being registered.

1.12 "Loss" means any direct, indirect, special, incidental or consequential liabilities, damages, claims, losses, costs, expenses, actions, demands or suits, whether in contract, tort (including negligence), statute or otherwise and whether pecuniary or non-pecuniary. This includes, but is not limited to, loss of profits, legal costs and defense or settlement costs.

1.13 "User" means any person who has registered a user account on this Website. The term "User" includes all Competitors and Competition Hosts.

1.14 "Posting" means any addition, insertion or uploading of content to this Website, as well as any submission or communication made through or via this Website. For the avoidance of doubt, this includes (in the case of a Competitor) all Entries and Entry Content posted by that Competitor.

1.15 "Privacy Policy" means RAMPIT's privacy policies and notices posted on this Website, specific pages thereof, and/or provided by RAMPIT in connection with the Services.

1.16 "Prize" means any cash reward or other forms of recognition and/or benefit to declared Winner(s) set out in the Competition Terms and Conditions.

1.17 "RAMPIT" means RAMPIT, LLC, a Tennessee limited liability company, with a place of business at 1004 Hickory Lane, Suite 3, Hermitage, TN 37076.

1.18 "RAMPIT Affiliate" means an entity affiliated with RAMPIT by ownership or common ownership (including The Common Pool, LLC and 23Com Software, LLC) or any subsidiary of RAMPIT.

1.19 "Services" means the services provided by RAMPIT on or via this Website and includes all Competitions.

1.20 "Third Party Sites" means sites and resources located on servers maintained by others over whom RAMPIT has no control.

1.21 "User Account" means Your online account with RAMPIT which enables You to use this Website and includes Your username, password, rating score and feedback.

1.22 "Website" means any web pages contained within this domain and any sub-domains and all underlying software and infrastructure which permits the holding of Competitions. Where the context permits, 'website' includes the Services provided on the Website.

1.23 "Winner" means, in relation to any Competition posted on this Website, the Competitor(s) with Entries selected by the Competition Host as winner(s) of the Prize. Competitors may disqualify their Entries from this selection by expressly informing the Competition Host of their decision within 48 hours after the close of the competition. Subject to the Competition Terms and Conditions, there can be more than one Winner in relation to any Competition.

1.24 "You" the person using the Website, including a User.

2. Agreement to be bound

2.1 Use of this Website is subject to this Agreement. You agree to be bound by this Agreement and any subsequent amendments to this Agreement, as set forth below.

2.2 RAMPIT reserves the right to amend or modify this Agreement at any time, provided that if such modifications materially limit Your rights and/or expand Your obligations hereunder, RAMPIT will notify You electronically, such as by email or through the Website. Such material modifications will take effect on the earlier of the date You indicate Your assent (by clicking "Accept" or otherwise) or 30 calendar days after RAMPIT's notice. No modification of the Agreement will apply to any dispute between You and RAMPIT that arose prior to the effective date of the modification. If at any time You disagree with the Agreement or any modifications thereof, You may terminate this Agreement and shall cease using this Website. Your continued use of the Website after the revised Agreement becomes effective (such as following notice as set forth above) indicates that You have read, understood, and agreed to the revised Agreement. Any new or different terms supplied by You are specifically rejected by RAMPIT unless RAMPIT agrees to them in a signed writing specifically including those new or different terms.

2.3 Particular Competitions may be subject to additional terms and conditions ("Competition Terms and Conditions"). Competition Terms and Conditions will apply in addition to this Agreement and will not limit this Agreement in any way unless RAMPIT notifies the parties to a Competition that this Agreement is amended by the Competition Terms and Conditions. If RAMPIT does not provide such notification to the parties, this Agreement will prevail in the event of any inconsistency between it and the Competition Terms and Conditions.

2.4 RAMPIT may alter this Website from time to time by adding or removing features. This Agreement will not be affected by any alterations to this Website.

2.5 Users may use this Website in the capacity of a Competition Host or Competitor or both. This Agreement will apply to Your use of the Website in either or both of those capacities.

3. Participation

3.1 In order to participate as a Competition Host or as a Competitor in any Competition, You must register as a User. Participation on this Website is free.

3.2 Participation is available only to persons and entities who are able to form legally binding contracts under applicable law. If You do not accept this Agreement, You will not be permitted to host or participate in any Competition, or otherwise access or use the Website in any way.

3.3 Without limiting Clause 3.2 above, participation is not available to:

Individuals under the age of 18 years;
Persons whose participation has been permanently suspended or terminated under Section 4 below; or,
Persons who are or reside in countries that are prohibited by law, regulation (including United States or other applicable export laws and regulations), treaty or administrative act from entering into trade relations (including export of technology) with the United States or its citizens.

3.4 When registering as a User, You warrant to RAMPIT that:

if You are an individual, You are 18 years of age or older, and You are registering as a User on Your own behalf and in Your own name (and not on behalf of and/or in the name of a third person);
if You are a corporation or other business entity, You are duly incorporated or organized under the laws of the place of Your incorporation or organization and have full legal capacity and power to enter into and perform Your obligations under this Agreement; and,
You agree to act in good faith and in accordance with this Agreement.

3.5 No individual or entity may register more than once (for example, by using a different username/email) although a User will be able to participate on this Website as a Competition Host and/or a Competitor in more than one Competition.

3.6 Acceptance of registration is at the sole discretion of RAMPIT. If RAMPIT believes that any registration has been made in contravention of clauses 3.1, 3.2, 3.3, 3.4 or 3.5 above (or otherwise in breach of this Agreement), it may refuse to accept the registration.

3.7 You are responsible for all use of this Website made using Your User Account (and/or username/email or password), whether or not You are aware of that use or could reasonably have been aware of that use. You agree to notify RAMPIT immediately if You become aware of any unauthorized use of Your User Account.

3.8 Your User Account is personal to You and may not be sold, assigned or transferred to a third party. If You attempt to sell, assign or transfer Your User Account to a third party, RAMPIT may suspend or terminate Your participation at its sole discretion.

3.9 RAMPIT may communicate with You through the username/email that You provide at registration. You agree to notify RAMPIT within a reasonable time if there are any changes to Your details. If You fail to notify RAMPIT of any changes to Your details, You agree to waive any objection, claim, defense or recourse You might have had as a consequence of RAMPIT failing to communicate with You. If You change Your email address and fail to notify RAMPIT of the change, RAMPIT will be deemed to have communicated with You on the date on which it communicated with the email address most recently provided by You.

3.10 You warrant that any Content provided or posted by You (on registration or otherwise):

is not false, inaccurate, misleading or fraudulent;
does not infringe any third party's Intellectual Property Rights or other rights arising at law or otherwise;
is not obscene, defamatory, libelous, threatening or harassing;
does not violate any applicable law;
does not contain or describe pornography and is not otherwise harmful to persons under the age of 18 years; and,
will not create liability for RAMPIT or cause it to lose the services of its internet service providers or other suppliers (in whole or in part).

3.11 If RAMPIT believes that any Content contravenes Clause 3.10 (or any other provision of this Agreement), it may remove that Content and/or take any other steps as it deems necessary to protect itself or third parties against any Loss. To the maximum extent permitted by law, RAMPIT will not be liable for any Loss to any person arising from the removal of Content under this Section.

4. Terminating Your Participation

4.1 Subject to Clause 4.2, You may terminate Your participation at any time and without cause by notifying RAMPIT through this Website.

4.2 If You terminate Your participation, this Agreement and any other applicable terms and conditions will continue to apply to any Postings made by You prior to giving the notice described in Clause 4.1 above.

4.3 RAMPIT may, in its absolute discretion, terminate or suspend Your participation at any time and without notice if it believes that:

You have breached this Agreement or any other applicable terms and conditions;
You have acted in a way which is unlawful, or which may create liability for You, RAMPIT, our Users, our internet service providers or any other supplier;
RAMPIT is unable to verify any information provided by You; or,
other Users give negative feedback about You which RAMPIT determines in its absolute discretion is worthy of termination.

4.4 If RAMPIT terminates Your participation, RAMPIT may in its absolute discretion withdraw any Postings submitted or made by You. If RAMPIT terminates Your participation, RAMPIT may, at its sole discretion, immediately withdraw Your Entries, which will have no force and effect from the date on which Your participation was terminated.

4.5 Subject to Clause 4.4, if RAMPIT suspends Your participation, any entries or other Postings submitted or made by You will be suspended for the period in which Your participation is suspended.

4.6 If You are a Competition Host and You have a Competition running at the time of termination under this Section 4, RAMPIT may in its absolute discretion allow the Competition to continue to run. If RAMPIT decides to allow the Competition to continue to run, unless otherwise agreed between RAMPIT and the Competition Host, RAMPIT will decide the Winner in accordance with this Agreement and the criteria set out in the Competition Information.

4.7 If Your participation is terminated, either by You or by RAMPIT:

You are no longer authorized to access this Website;
all restrictions imposed on You, licenses granted by You and all indemnities, disclaimers and limitations of liability set out in this Agreement (including clauses 11 (Limitation of Liability) and 12 (Indemnities)) will survive, along with clauses 14 (Intellectual Property), 16 (Arbitration) and 18 (Miscellaneous).

5. Use of this Website

5.1 You must not use the Website to facilitate or participate in any illegal activity or engage in any activity which RAMPIT, in its absolute discretion, considers inappropriate. RAMPIT reserves the right to terminate or restrict Your access to this Website immediately and indefinitely if it suspects that You are engaging in any such behavior or are in breach of any terms of this Agreement. You agree that You will only use Your User Account and this Website for the purposes of using the Services and for no other purpose. Without limiting the foregoing, in using Your User Account and accessing the Website, You agree not to:

use Your User Account in a fraudulent or illegal manner, or email or otherwise send any materials from Your User Account which are offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
use Your User Account to stalk or harass another person;
use Your User Account to impersonate any person in any way whatsoever;
use Your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person or entity;
use Your User Account to send advertising, chain letters, junk mail, spam or any other type of unsolicited electronic communications;
use Your User Account to send or distribute any Content of any kind which contains a virus, spyware, malware or other harmful, disruptive or destructive component;
intentionally or negligently use Your User Account in a way that degrades performance of this Website to other persons;
manipulate, or attempt to manipulate, any Competition;
use Your User Account or any mechanism, software or other scripts in relation to the Website which could disrupt or interfere with the Website or any servers, software, hardware or equipment connected to or via the website;
restrict or inhibit any other User from using or enjoying the Website;
distribute any pornographic, extremist or racist material or any material which might otherwise be harmful to persons under the age of 18 years;
violate any applicable law relating to Your use of the website.

6. Terms specific to Competition Hosts

6.1 Competition Hosts will be responsible for managing the day-to-day operations of the Competition and Competition Terms and Conditions on the Website.

6.2 If a Competition Host requires RAMPIT to upload and run a Competition, a Competition Host is required to enter into a Consulting Agreement with RAMPIT or a RAMPIT Affiliate.

6.3 If You are registered as a Competition Host, when You post a Competition on the Website or have RAMPIT run a Competition for You on Your behalf, You warrant that any Content provided by You has not been obtained:

by fraud;
in breach of any copyright, trademark or other Intellectual Property Right;
in breach of any right of privacy or other right arising under applicable law or any agreement entered into by You;
without limiting any of the foregoing, in breach of any other applicable law; or
in any way that may create liability for RAMPIT, its Users, its internet service provider or any other suppliers.

6.4 If You are registered as a Competition Host, You further agree when posting a Competition:

to be bound by this Agreement and all Competition Information (including the Competition Terms and Conditions) relating to the Competition;
to be bound by any representations made in relation to the Competition (including the Competition Information and Competition Terms and Conditions), whether made directly or indirectly, in writing or orally, by or for You;
that You may only post Competitions that are skills-based challenges to resolve bona fide problems and not, for clarity, games of chance;
that You will select the Winner according to the criteria set out in the Competition Information;
that RAMPIT does not guarantee the quality of Entries or any minimum number of Entries, nor the Competitors' title to the Intellectual Property Rights therein;
to inform RAMPIT of any additional Competition Terms and Conditions that will govern the relationship between You and Competitors; and,
that RAMPIT may at its sole discretion republish or make available the Competition Information through this Website.

6.5 You agree and warrant that You will not cancel a Competition initiated by You for the purpose of contracting separately with any User or Competitor or to avoid paying any Prize.

6.6 If You wish to withdraw a Competition, You must notify RAMPIT in writing. RAMPIT will in its sole discretion decide whether to withdraw the Competition.

7. Terms specific to Competitors

7.1 If You are registered as a Competitor, You agree and further acknowledge and agree that:

in making an Entry, to be bound by this Agreement and all Competition Information (including the Competition Terms and Conditions) relating to the Competition;
RAMPIT does not guarantee the accuracy of the Competition Information (or other Content posted on the Website), ownership of any Content, or the availability of any Prize;
any leader board appearing in connection with a Competition is indicative only and makes no representations and creates no entitlements in relation to any Prize;
RAMPIT does not control the decisions of the Competition Host and that any claims You may have in relation to the decisions of the Competition Host (including the selection of the Winner(s) and ranking of Competitors), may be taken solely against the Competition Host, including any defamation or other claims arising from its ranking of Competitors;
RAMPIT is not responsible for any Postings provided by other Users or for the accuracy of Content provided by other Users;
RAMPIT is not liable to pay any Prize and that You will look solely to the Competition Host for payment of any Prize;
in the event that You have any dispute with another User, You release RAMPIT from all claims of any kind arising from that dispute;
You will not initiate contact with a Competition Host for the purpose of contracting separately with the Competition Host and/or circumventing any Competition; and,
An Entry will be deemed to have been lodged at the time that it is received by RAMPIT. You agree that neither RAMPIT nor the Competition Host is responsible for any Entry not being received due to technical reasons or otherwise.

8. RAMPIT's relationship with Competitor and Competition Host

8.1 RAMPIT is not involved in any way in the formation of any contract between the Competitor and the Competition Host. RAMPIT at no time acts as an agent for a Competitor or a Competition Host.

8.2 RAMPIT will not be liable to You in any respect if a Competition Host or Competitor fails to perform its obligations under this Agreement or the Competition.

8.3 The Competition Host will at all times be liable to pay the Prize to the Winner(s) in accordance with the Agreement and the Competition Terms and Conditions. RAMPIT will have no liability whatsoever in respect to the failure of a Competition Host to pay the Prize to a Winner, and You acknowledge and agree that You will not take action of any kind against RAMPIT in respect to any claim for a Prize that You may have or wish to make.

9. Terms specific to Winners and Competition Hosts

9.1 The Winner(s) agree that payment of any Prize is conditional upon receipt by the Competition Host of any Entry Content used or consulted by the Winner in generating the winning Entry and that the Prize will not be paid until this condition has been satisfied.

9.2 The Winner(s) and the Competition Host acknowledge and agree that once a Winner has been chosen and notified, that Winner has entered into a separate, binding and direct agreement with the Competition Host in accordance with the Competition Terms and Conditions in relation to the provision of the Entry, the Prize and the rights of the Winner and the Competition Host in relation to that Entry, which at a minimum obligates the Winner to provide the Entry Content and grant the license described in Clause 9.3 and the Competition Host to pay the Prize. RAMPIT and its third party providers will not be a party to this separate agreement and will have no responsibility or liability whatsoever in relation to the performance or failure to perform under the separate agreement.

9.3 Each Competitor agrees to grant and hereby does irrevocably grant to the Competition Host a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license of the Competitor's Intellectual Property Rights in the Competitor's Entry and associated Entry Content, with right to transfer and to sublicense, to practice and exploit such Entry and associated Entry Content and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Entry and associated Entry Content without restriction of any kind. Each Competitor agrees to promptly execute any document required to carry out the terms of this Clause 9.3 and the Competition Host may condition the delivery of any Prize to a Winner upon the Winner's deliver such documents.

9.4 Each Competition Host acknowledges that RAMPIT does not have the right to transfer or license any rights to any Entry or associated Entry Content and that RAMPIT does not make any warranties or representations as to the accuracy or utility of any Entry or associated Entry Content. If a Competitor fails to abide by the terms of Clause 9.3 above, or does not provide the Entry Content, the Competition Host acknowledges and agrees that its legal and equitable remedies are against the non-performing Winner(s) and such Competition Host will have no right of action against RAMPIT of any kind.

10. Taxes on Prizes

10.1 You will be responsible for any tax, levy, or other charge that may arise under any applicable law from the use of this website, including from the award of a Prize. You acknowledge that You will not be entitled to demand any additional payment by reason of a Prize being subject to any tax, levy, or other charge in any jurisdiction.

11. Limitation of liability

11.1 THIS WEBSITE AND SERVICES, AND ALL CONTENT ASSOCIATED THEREWITH, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RAMPIT AND ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RAMPIT DOES NOT WARRANT THAT THIS WEBSITE AND RELATED SERVICES AND THE CONTENT PROVIDED THROUGH IT, INCLUDING THE ENTRIES AND ASSOCIATED ENTRY CONTENT, TO BE AVAILABLE, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THIS WEBSITE (INCLUDING THE SERVICES). THIS LIMITATION OF LIABILITY HOLDS EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT BETWEEN NATIONAL GEOGRAPHIC SOCIETY AND THE COMMON POOL, LLC (“Consulting Agreement”).

11.2 UNDER NO CIRCUMSTANCES WILL RAMPIT OR ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THIS WEBSITE, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, EVEN IF RAMPIT OR A RAMPIT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS LIMITATION SHALL NOT APPLY TO SERVICES DESCRIBED IN THE AGREEMENT BETWEEN NATIONAL GEOGRAPHIC SOCIETY AND THE COMMON POOL, LLC (“Consulting Agreement”). Without limiting the generality of the foregoing, You agree that RAMPIT is not responsible for any Loss arising out of, or in any way connected with:

delay or inability to access or use this Website;
reliance on any Competition Information or other Content;
the transmission of any computer virus, however occurring;
any unauthorized access to, modification or alteration of Content;
any Content sent or received or not sent or received;
any transaction entered into through this Website;
any infringement of rights, including Intellectual Property Rights;
any threatening, defamatory, obscene, offensive, harmful, inappropriate or illegal Content or conduct of any party;
any Content sent by any third party using and/or included in this Website;
termination of Your participation; or
any delays, interruptions, inaccuracies, errors, omissions or cessation of services.

11.3 For the avoidance of doubt, You acknowledge that RAMPIT is a provider of an interactive computer service and not a publisher under Section 230 of the Communications Decency Act of 1996, and therefore not responsible for any of the Users' Postings. If, notwithstanding the provisions of this Clause 11.3, a court of competent jurisdiction holds RAMPIT liable in respect of any matters arising under or incidental to this Agreement, RAMPIT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THIS WEBSITE OR RELATED SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) WILL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR USING THIS WEBSITE DURING THE 12 MONTHS PRECEDING YOUR CLAIM, OR, IF NO AMOUNT WAS PAID, SUCH LIABILITY WILL BE LIMITED TO $1,000.

11.4 You agree that RAMPIT and its third party providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in RAMPIT complying with its obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:

fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or industrial strike;
telecommunications failure, hardware failure or software failure;
the failure of any third party to fulfill any obligations to RAMPIT; or
any other circumstance or event which is or is not within the reasonable control of RAMPIT.

12. Indemnity

12.1 You agree to indemnify and hold RAMPIT and the Competition Host, its owners, officers, employees, agents and suppliers, harmless from all claims and Losses (including legal fees) due to or arising out of or in connection with Your Postings, Competition, Competition Information and other Content (as applicable), Your use of this Website, or Your breach of this Agreement. Any issues of indemnity between the RAMPIT affiliate, The Common Pool, LLC, and the Competition Host, National Geographic Society, are addressed in the Consulting Agreement.

13. Access to the Site outside of the United States

13.1 RAMPIT does not represent or warrant that the content on this Website complies with the laws of any country outside of the United States. If You access this Website from outside the United States, You do so at Your own risk.

14. Intellectual property

14.1 You acknowledge that, as between the parties, RAMPIT is the owner of all Intellectual Property Rights in and to this Website (excluding Postings). You acknowledge that You have no Intellectual Property Rights in or to this Website except for a limited license to use as necessary to participate in a Competition or evaluate the possibility of such participation.

14.2 You acknowledge that all text, graphics, user interfaces, photographs, trademarks, logos and artwork, including the design, structure, selection, coordination, expression, 'look and feel' and arrangement of such Content, provided by RAMPIT or its licensors on this Website is owned or licensed by or to RAMPIT and is protected by applicable copyright, patent and trademark laws and various other intellectual property rights and unfair competition laws. No such Content can be copied, publicly displayed, modified, sold, licensed or distributed in any way by You without RAMPIT's prior written consent.

15. Third party sites

15.1 From time to time, RAMPIT may provide, or any Content may contain, links to Third Party Sites and resources (e.g., www.youtube.com). You acknowledge that:

RAMPIT has no control over Third Party Sites and resources;
RAMPIT is not responsible for the availability of such external sites or resources; and
RAMPIT does not endorse and are not responsible for any content, advertising, products, services or other materials on or available from such sites or resources.

15.2 You acknowledge and agree that RAMPIT will not be responsible or liable, directly or indirectly, for any Loss caused or alleged to be caused by or in connection with Your use of or reliance on any Content or material available on or through any Third Party Sites or resource.

16. Arbitration

16.1 In the interest of resolving disputes between You and RAMPIT in the most expedient and cost effective manner, You and RAMPIT agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, You and RAMPIT are each waiving the right to a trial by jury or to participate in a class action.

16.2 Exceptions. Notwithstanding subsection (a), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, (iv) to file suit in a court of law to address intellectual property infringement claims or (v) if You are a Competition Host, resolve any dispute that primarily relates to the applicable Consulting Agreement pursuant to the provisions of said agreement.

16.3 Any arbitration between You and RAMPIT will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.

16.4 A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for You, by electronic mail ("Notice"). RAMPIT's address for Notice is: RAMPIT, LLC, 1004 Hickory Lane, Suite 3, Hermitage, TN 37076 support@rampit.com. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 calendar days after the Notice is received, You or RAMPIT may commence arbitration proceedings.

16.5 Any arbitration hearings will take place at a location to be agreed upon in Nashville, TN, provided that if the claim is for $10,000 or less, You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 calendar days of the arbitrator's ruling on the merits.

16.6 YOU AND RAMPIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and RAMPIT agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

16.7 If only Clause 16.6 is found to be unenforceable, then the entirety of this Section 16 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 18 shall govern any action arising out of or related to the Agreement.

17. Digital Millennium Copyright Act

17.1 If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing RAMPIT's copyright agent (the "Copyright Agent") with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

17.2 RAMPIT's designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent, RAMPIT, LLC, 1004 Hickory Lane, Suite 3, Hermitage, TN 37076, email: support@rampit.com. You acknowledge that if you fail to comply with all of the requirements of this Section 17, your DMCA notice may not be valid.

17.3 If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

Your physical or electronic signature;
Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Nashville, Tennessee, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

17.4 If a counter-notice is received by the Copyright Agent, RAMPIT may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at RAMPIT's sole discretion.

18. Miscellaneous

18.1 As defined in Clause 1.1, this Agreement is the entire agreement between You and RAMPIT relating to the subject matter herein, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between You and RAMPIT with respect to said subject matter. This Agreement shall not be modified except in a writing signed by both parties, or by a change made as provided in Clause 2.2. If any provision of this Agreement is invalid or unenforceable, such invalidity or unenforceability will not affect the remainder of this Agreement, which is severable from said provision and will remain in full force and effect.

18.2 If You breach any provision of this Agreement and RAMPIT has knowledge (either actual or constructive) of that breach, a failure to pursue legal action or to enforce any remedy against You will not constitute a waiver of its legal rights. Any waiver of rights under this Agreement must be in writing and signed by RAMPIT.

18.3 All matters relating to this Website and this Agreement are governed by and are to be construed according to the laws applicable in the state of Tennessee, United States (without regard to any rules governing choice of law). If one or more of the exceptions from arbitration expressly set forth in Section 16 above apply, You agree unconditionally to submit to the exclusive jurisdiction of the courts in Davidson County, Tennessee, in relation to all matters arising out of or in any way connected with this Agreement or this Website.

18.4 RAMPIT may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer Your rights or obligations under this Agreement without the prior written consent of RAMPIT. Any assignment attempted in violation of this Clause 18.4 shall be void.

18.5 The parties agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

18.6 Unless otherwise requested in writing by You, RAMPIT may refer to You and Your corporate identity (if applicable) as part of promoting this Website and RAMPIT in the marketplace.

18.7 RAMPIT accepts content uploaded from Users in good faith and on the basis of warranties provided by Users. It is Your responsibility at all times to investigate and become satisfied as to the accuracy of the information provided by any other party (including all Users) on this Website. RAMPIT at no time makes any representations as to the accuracy of any information provided on this Website.

18.8 You acknowledge and agree that to the extent that this Agreement relates to a Competition, a prospective Competition or any Posting, this Agreement is intended to also be for the benefit of the Competition Host, the Competitors and other Users, who are entitled to enforce the provisions of this Agreement against You.

18.9 All notices, requests, demands, consents, approvals, offers, agreements or other communications given by You to RAMPIT must be emailed to RAMPIT at support@rampit.com

18.10 In the interpretation of this Agreement, unless the contrary intention appears:

the words 'includes' or 'including' mean 'includes without limitation' or 'including without limitation';
a reference to a 'person' or 'entity' includes a reference to an individual, group of individuals, corporation, firm, association or other entity;
the singular includes the plural and vice versa;
an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally; and
headings are inserted for convenience only and do not affect the interpretation of this Agreement.

Sample Provisions for Grant Agreement with a Winner

Learn more about the terms of the grant agreement

This document represents sample required terms and conditions, that will be included in a Grant Agreement between a winner of the Marine Protection Prize and National Geographic Society. The Winner will receive $150,000 to carry out work as outlined in their application. The purpose of this document is to provide guidance towards the binding terms of an agreement that any Winner will accept in order to receive any Award. The agreement will be completed by a Winner individually or who is a representative of the Entity on the project

In consideration of the grant amount for the scientific project (the “Project”) paid by the National Geographic Society (the “Society”), the representative agrees to use the funds strictly in accordance with the budget attached to the proposal; and any material deviation from such budget must be approved in writing by the National Geographic Society. Any monies not expended in accordance with the budget and in furtherance of the Project shall be returned promptly to the Society. The Society collectively and separately refers to National Geographic Society, its parent, subsidiaries, affiliates, and licensees.

1. REPORTS AND FINANCIAL ACCOUNTING.

(a) The representative agrees to provide to the Society report(s) to document the Project covered by this agreement, and submit a preliminary report within one (1) month of the completion of the project for a season and final report(s) within 6 months after completion of the Project;

(b) The representative agrees to include a project results summary with each report submitted to the Society, and likewise permit the Society and/or its affiliates to post the project results summary on the National Geographic Society-branded World Wide Web site free of charge. The project results summary may be edited for length and style;

(c) The representative agrees to advise the Society of any scientific publications that arise out of or relate to the Project;

(d) The representative agrees to submit a full financial accounting within 6 months after completing the Project covered by this agreement.

2. GRANT OF RIGHTS.

(a) RIGHTS GRANTED. The representative grants the Society on a fee free basis, the right to publish, present or otherwise exploit accounts of the Project or information about the Project. The representative further grants the Society the right to use all Media Assets, (defined in Section 3, below), created by the team for the Project in any NGS Product. A “NGS Product” means any product or service created, commissioned or ordered by the Society in furtherance of its non-profit activities, which may be distributed in whole or in part, worldwide, in all languages, in all media and in the promotion thereof, in any media or format, including institutional promotion. Such NGS Products include, but are not limited to: digital and social media, educational materials and services, exhibits at nonprofit venues, including National Geographic Headquarters, lectures, materials created for NGS fundraising, informational brochures, and reports for Society donors and members.

The representative further grants a first exclusive option to National Geographic Partners, LLC, (“NGP”), the commercial media and consumer-facing arm of the Society, to publish, present or otherwise exploit accounts of the Project, including all Media Assets (as defined in Section 3 below) created by the team for the Project, in any NGP Product on a fee-free basis, except for the uses described in Exhibit D, which shall be defined as “NGP Paid Rights”. “NGP Product” means any product or service created, commissioned or ordered by NGP which may be distributed in whole or in part, worldwide, in all languages, and in all media and in the promotion thereof, in any media or format, including institutional promotion. NGP shall have the right to exercise its exclusive option for a period beginning on commencement of the work under the Agreement through the date of submission of the final report and all Media Assets from the Project and ending ninety (90) days thereafter (the “Exclusive Period”). If NGP fails to exercise its option within the Exclusive Period, its rights shall become non-exclusive and the representative will be free to offer such projects and Media Assets to other parties.

Exception to Grant of Rights and Exclusivity Period: The rights granted to the Society or NGP herein do not prevent the representative from writing articles about the Project for any academic journal or including information about the Project in any thesis or dissertation provided that the representative notifies the Society of any such pending publication so that any news announcement, about such academic article might be coordinated with the Society

(b) COOPERATION. If requested to do so, the representative will cooperate with the Society in the preparation of an NGS Product or NGP Product containing an account of the Project. Cooperation will also include being available for consultation at no fee, and providing the Society with the names, addresses and telephone numbers of all persons who participated in the Project, whether or not listed on the initial application. Project research will also be made available to the Society for review and inclusion into any of its works.

(c) COMPENSATION. To the extent the Society asks the representative to draft or participate in the creation of an NGS or NGP Product, the representative will be paid at the Society’s customary rates for such work including customary credit for such work. The rights to any such work, including copyright and world publication, transmission and broadcast rights, will belong exclusively to the Society. The Society shall have the right to edit the text and other work product for accuracy and style as well as add to the work product.

3. MEDIA ASSETS. The representative agrees to turn over to the Society for review all media assets, including photographs, maps, uncompressed map files, footage, audio files, natural sound, recordings, 2D or 3D models, virtual reality assets (stitched and unstitched) and any other type of media asset related to the Project, which may exist in any media or format (collectively referred to as “Media Assets”) which any other Project member may take on or create during the Project, if any such Media Assets are created. When a team member turns over Media Assets, the following metadata will be included at a minimum: Date, Creator, Location and Content Description. The representative also agrees to acquire Personal and Location releases, in the form attached as Exhibit B and Exhibit C for each person and location that is included in the Media Assets. The representative will submit the preliminary report to the program officer (within thirty (30) days following completion of the project). On the date that the representative files the final report, the team will also submit the Media Assets and Personal and Location releases to grantsmedia@ngs.org.

The Society may crop any photographs from the Project and edit footage for time. It shall also have the right to adapt, arrange, rearrange, add to or subtract from the Media Assets, and to combine them with any other materials, music or recordings, and the representative hereby waives any “droit moral” (moral right) or similar right, to the greatest extent permitted by applicable laws.

4. SOCIETY NAME. The representative agrees that in any agreement with a third party to publish or broadcast any materials or text or commentary about the Project, the third party will acknowledge the Society as a sponsor of the Project (“Materials”), but, unless the Society otherwise agrees in writing, will otherwise be prohibited from using or displaying the name or trademark of National Geographic Society or any of its affiliate company; provided that the representative is permitted to allow such third party to publish a brief, unobtrusive statement concerning the team as the scientist, researcher, photographer or writer and to describe the team as a “National Geographic Society grantee”. In no event shall the name or trademark of the Society or any of its affiliate company or any Society publications be used for any advertising or promotional purposes in connection with the publishing of the Materials by third parties as allowed by this grant.

5. PROJECT MEMBERS. The representative agrees to bind all members of the Project to the terms of this agreement, including but without limitation, granting the Society specified rights in the Project and Materials created on the Project, and releasing the Society and its parent and subsidiaries from any liability for injury to person or property arising out of the Project. To this effect, the representative agrees to obtain from each Project member, before receipt of the Agreement, an executed Project Member Agreement in a form attached as Exhibit A to this agreement. All project members agree to follow the Social Media policy of the Society.

6. NEWS AND OTHER THIRD PARTY MEDIA REQUESTS. During and after the expiration of NGP’s Exclusive Period, the representative agrees to notify the Society of any third party media requests to provide news or information concerning the Project in any newspaper account or other publicity or in any popular technical articles that may be published on the Project. The representative will take all necessary steps to ensure that proper acknowledgment is given to the Society as funder of the Project. If a third party media request arises during the Exclusive Period, the representative may request a waiver of the option for the particular opportunity. The representative will contact the program officer to request any waiver.

7. EMBARGO. As long as the Society maintains an embargo, the representative will not directly sell or license any Material, or any text account or oral account of the Project, for publication to Lide a Zeme (Czech Republic) or Airone or Airone Jr. magazines (Italy)

8. LIABILITY RELEASE. The representative understands that neither the Society nor its subsidiaries or affiliates or licensees assumes any responsibility for any member of the project team, and specifically releases the Society and its subsidiaries and affiliates and licensees from any responsibility for loss or damage to persons or personal property arising out of the Project or the preparations therefor.

9. PERSONAL RELEASE. The Society may use the representative’s name, voice, likeness and biographical material, or that of any member of the Project, in connection with any NGS Product and/or any NGP Product; advertising, publicity and promotion in connection with the Project and any products describing the Project, and for institutional purposes, but not as an endorsement for any product or service. The representative specifically agrees that this release affords the Society the right to feature any project member in any NGS or NGP Product. Upon final execution of the Agreement, any project team member agree to provide the Society with still photographs (“Head Shot”) for such use, and grant to the Society a non-exclusive, worldwide, perpetual license to reproduce, distribute and display the Head Shot as described herein. The project team members covenant, represent and warrant that they are each either the copyright owner of the Head Shot or own sufficient rights in the Head Shot to make the grant of rights above.

10. WARRANTIES. The representative warrants and represents that: (a) he or she is ready, able and willing and will render services in accordance with the terms and provisions of the Agreement and will comply with all the terms and provisions of the Agreement; (b) except as otherwise disclosed to the Society in writing, all Media Assets prepared will be original with the project team; (c) the Society will not incur any liability or obligation, financial or otherwise to any third party based on the creation, production and use of the Media Assets or other works of the project team in relation to the Project; (d) the representative will not enter into any other commitments which will in any way conflict with or adversely affect his or her performance under this Agreement; (e) in conducting the activities covered by this Agreement, the representative will act at all times in accordance with all applicable laws and regulations; and (f) the representative will fully indemnify the Society and its subsidiaries or affiliates for any losses or damages resulting from violations of any applicable laws and regulations or breach of any project team obligations, agreements, or warranties hereunder.

11. LAW AND VENUE. This agreement shall be governed in all respects by the laws of the District of Columbia, excluding its conflict of laws. Any dispute arising out of or in connection with this Agreement shall be submitted to mediation in the District of Columbia under the supervision of a mutually agreed upon mediator, preferably a former federal judge. In the event that mediation fails to settle such a dispute, the parties agree that they will proceed to JAMS arbitration in Washington, D.C. pursuant to the then existing rules of the JAMS before a mutually selected single arbitrator, preferably a former federal judge. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party retains the right to obtain judicial assistance: (1) to compel arbitration; (2) to obtain interim measures of protection pending or during arbitration; and (3) to enforce any decision of the arbitrator, including the final award.

12. RELATIONSHIP. Nothing herein shall be deemed to create an association, partnership or joint venture between the project team and Society hereunder. It is specifically understood that the representative will organize the Project as an independent contractor without any right to bind the Society in any way, and that any and all obligations incurred by the representative in connection with the Project will be at the representative’s own risk without obligation of any kind on the part of the Society except as expressly stated in this agreement.

13. TAX MATTERS. The representative agrees to review the enclosed information regarding U.S. tax obligations associated with the payment(s) received from Society and will provide Society with any required documentation prior to receipt of payment(s) from Society. In order to comply with U.S. tax reporting and withholding requirements, Society will rely on the information that the representative provides on Internal Revenue Service forms or other tax certification forms and the representative agrees to inform Society within thirty (30) days of any material changes to the information that was provided. The representative will be advised by the Society to consult with his or her own tax advisor in connection with tax liability and reporting obligations. The representative will be solely responsible for any and all tax liabilities and reporting obligations, in whichever jurisdiction in which he or she is responsible for filing and paying, and acknowledges that the Society has no liability or obligation in this regard.

14. ASSIGNMENT. The Agreement is personal to the representative and he or she may not assign the rights or delegate any of the duties described herein to a third party without the prior written consent of the Society. The Society may assign or license any rights under this agreement to a subsidiary or licensee, or to any third party so long as the product or publication bears a National Geographic trademark and is subject to the Society’s Editorial Control. For purposes of this agreement, “Editorial Control” means the right to review, formulate standards for, or to exercise a veto over the appearance, text, Use or promotion of the product.

15. NO OBLIGATION TO PUBLISH. The Society shall have no obligation to exercise any or all of its rights hereunder, and the Society shall have fully discharged its duties hereunder by paying the Agreement referenced in this agreement.

16. CERTIFICATION. By countersigning this agreement, the representative certifies that the individual or Entity does not and will not promote or engage in violence or terrorism, nor will the organization make sub-grants or other payments to any entity that engages in such activities.

17. U.S. FOREIGN TRADE CONTROLS. By countersigning this agreement, the representative acknowledges that he or she is aware of, and agrees to comply fully with, U.S. foreign trade controls that govern travel to, and transactions with, countries such as Cuba, Iran, Sudan, Syria, North Korea, Crimea region, and other U.S.-sanctioned countries, including any such controls that may be imposed in the future during the period of the Agreement. Specifically, the representative acknowledges that he or she is aware of and agrees to comply with the regulations of the U.S. Department of the Treasury governing travel to and trade with countries subject to U.S. economic sanctions (31 Code of Federal Regulations Parts 500-598) and also with the Export Administration Regulations of the U.S. Department of Commerce (15 Code of Federal Regulations Parts 730-774). The representative also agrees that, before any funds are disbursed under the Agreement, he or she will provide the Society with copies of any authorizations from the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) necessary to carry out the Agreement, or copies of correspondence from OFAC confirming that no specific authorizations are necessary. The representative also represents and warrants to the Society that in seeking authorizations from OFAC and/or confirmation that no such authorizations are necessary, he or she has fully disclosed the nature of the Agreement and its participants and identified the Society as a source of funding. The representative also agrees to keep all necessary records to show that he or she has complied with U.S. foreign trade controls. Finally, the representative will be advised by the Society to consult with his or her own legal counsel in connection with obligations under U.S. foreign trade controls.

18. COMPLIANCE WITH ETHICAL BUSINESS PRACTICES. The representative represents, warrants and covenants that an invoice for Services or related expenses will be submitted to Society, as follows.

(a) Compliance with Anti-Corruption Laws. The representative will at all times comply with all applicable laws and regulations governing bribery, money laundering, and other corrupt practices, including the United States Foreign Corrupt Practices Act, the UK Bribery Act, and any laws that have similar global application. Neither the representative nor any of the representative’s officers, directors, employees, associates, subcontractors, representatives or agents, nor anyone else acting on the representative’s behalf will, directly or indirectly, offer, give, pay, promise to pay, or authorize the payment of any bribes, kickbacks, influence payments, or other unlawful or improper inducements, in whatever form (including gifts, travel, entertainment, contributions, or anything else of value), to any public official, commercial counterparty, or other recipient. The representative will ensure that any person who will perform the Services is aware of and complies with the obligations of this sub-paragraph.

(b) No Undisclosed Government Ties. Except as disclosed in an attachment to the agreement, no person involved in the provision of the Services, including the representative, will be a government official, employee of a government or government instrumentality, officer or employee of a state-owned or controlled enterprise, candidate for political office, political party official, or official or employee of a public international organization.

(c) Record of Payments; Audit. The representative will make any third party payments in connection with the Agreement in a manner that creates an accurate record of such payments and will accurately record such payments in the representative’s books and records. Whenever reasonably possible, all project team members will make all payments relating to the Agreement by check, wire transfer, credit card or any similar method that creates an external record of the transaction and will avoid making such payments in cash. Society will be permitted, at its own expense and upon reasonable notice, to audit the books and records of the representative with respect to transactions relating to this Agreement. The representative will cooperate fully with any and all audits and related training by Society.

(d) Obligations To Report And Update. The representative will promptly report to Society any fact or occurrence that renders inaccurate or misleading any representation, warranty, covenant or undertaking in this paragraph section.

(e) Right to Terminate. The Society may terminate this agreement if the representative breaches any of the above representations and warranties or if the Society learns that improper payments are being or have been made. Further, in the event of such termination, the representative shall not be entitled to any further payment, regardless of any activities undertaken or agreements with additional third parties entered into prior to termination, and shall be liable for damages or remedies as provided by law including recovery by the Society of any funds expended in violation of this paragraph.

EXHIBIT A – PROJECT MEMBER AGREEMENT

A Project Member Agreement will be completed by each team member. In consideration of the team member’s participation in the Project, he or she grants the representative the exclusive right to coordinate and approve in advance publication, exhibition or other presentation of accounts of the Project or information about the same in all forms of media now existing or subsequently discovered, and in any promotion thereof in any media or format, including institutional promotion.

Team members acknowledge and agree that the representative will coordinate all publicity connected with the Project; and further acknowledge and agree that they will not enter into any discussion or agreement with any newspaper, publication, newsgathering, or disseminating agency, radio broadcasting, or television or film company or anyone else to release news information concerning the Project without the representative’s prior permission. Further, team members will not give any interviews to newspapers, magazines, or any other newsgathering organizations without the representative’s prior written permission.

Team members expressly recognize and agree that they may be at risk of bodily harm or death during the Project and they freely and knowingly undertake the Project with full awareness of the attendant risks. They specifically release the representative and National Geographic Society (the “Society”), and its subsidiaries and affiliate companies, from any and all liability and responsibility for their personal safety and welfare and for any loss or damage to their persons or personal property arising from the Project or preparations therefor. They understand and agree that they are responsible for obtaining at their expense any insurance coverage that they consider appropriate.

Team members agree to read the Agreement and to be personally bound thereby, including making available to the Society on the terms in the agreement any photographs, film, video, or audio recordings made on the Project. Team members authorize the representative to enter into said grant and provide the rights described therein and will not amend or modify their agreements with the representative in any manner that would interfere with the exercise or use of such rights. Team members will look solely to the representative for all compensation and other remuneration for any and all services rendered and rights granted by them under this Agreement.

EXHIBIT B – PERSONAL RELEASE FORM

I, the undersigned, authorize National Geographic (National Geographic Partners, LLC, National Geographic Society, or NG Studios, LLC) parents, affiliates, subsidiaries, licensees, agents, representatives, officers, directors, employees, successors and assigns (“NG”) to make use of my appearance in the project currently entitled, ___________________ (“Project”).

For good and valuable consideration, the receipt and sufficiency of which is acknowledged, I agree that NG may film and/or photograph me, and record my voice, conversation and sounds, including any performance of any musical composition(s), in connection with my appearance. I understand that NG will be the sole owner of the results and proceeds of such filming, photographing and recording (“Materials”) with the exclusive right, throughout the world, including copyright, to use and to license others to use all or any portion of the Materials, whether in connection with the Project or otherwise. NG is not obligated to use the Materials in the Project.

I further agree that NG may use and license others to use the Materials, my name, voice, likeness, mannerisms, characteristics and any other biographical material concerning me for promotion, advertising, sale, re-creations of events in connection with the Project or otherwise throughout the universe, in all media, now known or hereafter devised, in perpetuity. I further represent that any factual statements made by me during my appearance are true, to the best of my knowledge, and that neither my appearance nor any statements made by me will violate or infringe upon the rights of any third party.

I waive any right of inspection or approval of my appearance, including any Materials related to my appearance in the project. I acknowledge that NG will rely on this permission, potentially at substantial cost to NG, and I agree not to assert any claim of any nature whatsoever (including any claims for injunctive relief or money damages, all of which I hereby knowingly waive) against anyone relating to the exercise of this permission or to the use of the Materials by NG, or with the consent of NG.

I agree to release, defend, indemnify and hold NG harmless from any and all claims, demands, costs (including outside attorneys’ fees) and causes of action of any kind or nature whatsoever now and in the future, including without limitation defamation, bodily harm, infliction of emotional distress and invasion of privacy, arising out of or in connection with my appearance, statements or actions in or in connection with the project.

I agree not to issue any press releases or other public statements, or speak to the press about the project or my involvement in the project without NG’s prior written permission.

I am 18 years of age and competent to contract in my own name.

EXHIBIT C – LOCATION RELEASE FORM

I hereby grant to National Geographic, (NG)^{^[1]}^, and NG Agent (and warrant that I am entitled to so grant) the right during the Period to enter upon the Location and to photograph and record all or any part of the interior, the exterior and the contents of the Location (“Images”)[2] and for such purpose to bring onto and into the Location such persons and equipment as NG may deem appropriate.
All rights in the Images made or taken by NG at the Location shall vest in NG, and NG shall be entitled to use and re-use, publish and re-publish, modify or alter, and copyright images of the Location that were taken on the Date(s). NG may use and authorize others to use the Images for editorial, commercial, trade, advertising, and any other purpose in any medium now existing or subsequently developed, worldwide, in perpetuity. NG shall be entitled to refer to the Location by its true name or by a fictitious name or not to refer to the Location by name and shall have no obligation to include any or all of the Images in publication or product related to the Assignment. I waive my right to inspect or approve any editorial text or advertising copy that is used in connection with the Images and release and discharge NG and authorized third party users from any and all claims arising out of use of the Images for the purposes described above, including any claims for misappropriation of property. In addition, neither I nor any other party having an interest in the Location, shall have any claim or right of action for injunctive relief and/or money damages against NG or NG’s Agent arising out of any use of the Images. As NG has editorial control of the production process, NG agrees that it will not use the Images to defame or show the Location in a false light. NG shall use reasonable care to prevent damage to the Location and shall indemnify you should any damage be caused to the Location by the negligent act or omission of NG or its agents, employees or invitees.
I agree to maintain confidentiality regarding the Assignment, unless information regarding the Assignment is otherwise publicly available, and I agree not to disclose any information about the Assignment, including any press releases or other public statements, without prior written consent from NG.
The parties agree that they will attempt in good faith to settle any and all disputes arising out of, under or in connection with this Agreement, including without limitation the validity, interpretation, performance and breach hereof, through a process of mediation in Washington, D.C. under the supervision of a mutually agreed upon mediator. In the event that mediation fails to settle such a dispute, the parties agree to proceed to binding arbitration in Washington, D.C. pursuant to the then existing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. In the event of arbitration, the non-prevailing party will be responsible to pay all costs of arbitration, the prevailing party's reasonable attorney's fees, costs and other disbursements, plus legal interest on the award.
This Agreement shall be freely assignable by NG to a wholly owned subsidiary or affiliate of NG.

EXHIBIT D – NGP PAID RIGHTS SCHEDULE

“NGP Paid Rights” means any and all combinations of any of the following, for which additional compensation shall be applicable:

Use of any Media Assets in the print version of any non-English local language edition(s) of NGM (“Non-English Edition Publication Rights”).
Use in or in connection with any television program (in whatever form television now takes or hereafter exists, including, without limitation, online streaming and direct over-the-top or pay-per-view services) (“Television Rights”).
Use in or in connection with a feature film (as that term is commonly understood) (“Film Rights”).
Use of the Media Assets where, at the direction or request of a third party sponsor or advertiser, the name, mark, or logo of the third party sponsor or advertiser is directly attached or affixed to the Media Assets (“Sponsor-Tagged Assignment Material Rights”).
Publishing or causing publication of a book (print or digital) that (A) identifies Grantee as the author or whose main focus is Grantee’s work and (B) is comprised fifty percent (50%) or more of still images, audio and/or video that Grantee has produced under any combination of current or past photographer’s assignment agreements (“Compilation Book Rights”). The 50% figure applies to the total number of items used as a percentage of the total number of items included, not the length, size or duration of the items. For example, if an e-book is comprised of a total of 50 still photos and 10 video clips, of which 30 still photos and 1 clip are from Grantee agreements, such e-book would be considered an exploitation of Compilation Book Rights. NGP agrees that it shall advise Grantee in writing of any plans to exploit any of the Compilation Book Rights.
Use in the creation of an NGP Consumer Product i.e. merchandising (“Consumer Rights”).
Use in connection with an NGP branded exhibit that is licensed to a third party for NGP commercial gain or NGP branded exhibits that involve a fee paid by a consumer for access to the exhibit (“Exhibit Rights”).
Use in a print periodical that is (i) not currently an NG Content Platform (as defined herein) as of January 1, 2017; (ii) that is published more than two (2) times per year; and (iii) is sold on newsstands (“New Periodical Rights”) NG Content Platforms” means any and all media platforms and businesses owned and operated by NG and/or branded “National Geographic,” including but not limited to: National Geographic Magazine, National Geographic Traveler Magazine, National Geographic Digital, National Geographic Channel, National Geographic Expeditions, National Geographic Wild, nationalgeographic.org, www.nationalgeographic.com (and all other associated websites), NG Consumer Products and any and all NG-operated or controlled social media accounts. It also includes Soft Branded (meaning acknowledgement as Society as sponsor without inclusion of any Society trademark) media platforms and businesses.

Additional Compensation For Use of NGP Paid Rights:

Non-English Edition Publication Rights: In the event that any of the Non-English Edition Publication Rights in any still photograph are exploited, NGP shall pay additional compensation at the Local Language Page Rate at the time of use.
For Exploitation of Television Rights: In the event that any Media Assets are exploited as Television Rights, Grantee shall receive a license fee on an “as and when used” basis at fifty percent (50%) of the applicable materials license rate for each use (and taking into account the length of the video segment used) at the time of such use.
For Exploitation of Film Rights: In the event that any Media Assets are exploited as Film Rights, Grantee shall receive a license fee on an “as and when used” basis at fifty percent (50%) of the applicable materials license rate for each use (and taking into account the length of the video segment used) at the time of such use.
For Exploitation of Sponsor-Tagged Assignment Materials Rights: In the event that any Media Assets are exploited as Sponsor-Tagged Assignment Materials Rights, Grantee shall receive a fee on an “as used and when used” basis at one hundred percent (100%) of the applicable sponsor-tagged materials rate for each use at the time of such use..
For Compilation Book Rights: If NGP desires to publish a book that exploits the Compilation Book Rights, NGP shall enter into a separate agreement with Grantee with respect to such book which the parties shall negotiate in good faith.
For Exploitation of Consumer Rights: In the event that any Media Assets are exploited as Consumer Rights, Grantee shall receive a license fee on an “as and when used” basis at fifty percent (50%) of the applicable sales or royalty rate for each use.
For Exploitation of Exhibit Rights: If NGP desires to exploit the Media Assets as Exhibit Rights, Grantee shall receive a license fee on an “as and when used” basis at fifty percent (50%) of the applicable usage rate for each use. For Exploitation of New Periodical Rights: If NGP desires to exploit the Media Assets as New Periodical Rights, Grantee shall receive a fee on an "as and when used" basis at fifty percent (50%) of the applicable materials license rate for each use

For clarity, NGP Paid Rights does not include the right to license any individual Media Asset to third parties as “stock”.

EXHIBIT E – PROJECT OVERVIEW

NOTE: The application from a Winner will be inserted into this Grant Agreement under Exhibit E.

MEET THE WINNERS

WE ARE PLEASED TO ANNOUNCE THE THREE MARINE PROTECTION PRIZE WINNERS. EACH WINNER WILL RECEIVE $150,000 TO DEVELOP THEIR PROJECT.

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