ARTICLE 1 Overview BNP PARIBAS INTERNATIONAL HACKATHON 2017 Terms and conditions These Terms and Conditions govern your participation in the 2017 BNP PARIBAS International Hackathon (hereinafter the Hackathon ). Before participating in the Hackathon, you must agree to these Terms and Conditions. The Hackathon is aimed at stimulating the creation of innovative products (including websites and smartphones applications) for retail banking to mass affluent and affluent customers seeking diverse financial products and services. Teams (thereafter defined) are formed by attendees with different skills sets who are willing to work together, as a team, over a specific challenge. The Hackathon is a challenge addressing a large range of profiles such as students, designers, developers or marketers, for the purpose of creating services and applications relating to retail banking. The Hackathon consists of a two successive, contest phases as described in Article 2. ARTICLE 2 Organization of the Hackathon The first phase of the Hackathon consists of multiple contests organized simultaneously in ten countries (France, Belgium, Italy, Turkey, Germany, Poland, Luxembourg, Singapore, China and the United-States of America) by various entities (the Entity ) in different BNP PARIBAS Group companies, respectively: BNP PARIBAS SA in France, Cardif SA in France, BNP PARIBAS Personal Finance SA in France, BNP PARIBAS Fortis in Belgium, BNL in Italy, TEB in Turkey, Consors Bank in Germany, BNP Paribas CIB in Singapore, BGZ BNP PARIBAS in Poland, BNP Paribas Leasing Solutions in France, Italy and Belgium, Wealth Management in the United States of America, Singapore, France, Italy, Belgium, Turkey, Luxembourg and Bank of the West in the United States of America. Each Hackathon first phase contest (each of them hereinafter a 48 Hour Contest ) proposes different challenges (hereinafter the Challenges and each of them one Challenge ) to be performed within a 48 hour period. A Participant can only submit one application to take part in a single 48 Hour Contest, thus the registration as to participate in one of the first phase contests rules out the ability to register for another 48 Hour Contest. The second phase of the Hackathon (hereinafter the Demo Day ) consists of a single contest organized by BNP PARIBAS SA (the Organizer ). The Demo Day is open only to winning Teams from each 48 Hour Contest. During the Demo Day, said winning Teams will pitch their Project (defined thereafter) to the Organizer top executives. These terms and conditions define the rules applicable to the Bank of the West 48 Hour Contest (the one organized in the United States) and to the Demo Day organized by BNP PARIBAS SA (hereinafter the Terms and Conditions ). Additional information regarding the Challenges and their goals will be provided on the website available at http://www.international-hackathon.bnpparibas/ (hereinafter the «Website ) or on any other medium chosen by any Organizer, or the BNP PARIBAS Group. ARTICLE 3 How to participate? 1
3.1. An invitation is requested in order to register for the Hackathon. You can freely request such invitation directly from the website between the following dates: April 3, 2017 until June 8, 2017; provided, however that Organizer may modify these dates at its sole discretion with or without notice. Final registration must be completed via the Website. 3.2. Registration must be approved and accepted by the Organizer in order to take part in the Hackathon. The Organizer may refuse registration for any reason, including, but not limited to, incomplete and/or inaccurate required skills and/or that would not meet its expectations for any reason. To be eligible to take part in the Hackathon, attendees must be individuals above the age of majority (hereinafter the Participant(s) ). Directors, officers, employees, contractors, and their immediate family members of the Organizer are not eligible to take part in the Hackathon. In order to register for the Hackathon, Participants must fill in the online application form which is available via the Website and share their profile, experience, skills, idea(s) and their willingness to take part in the Hackathon as a pre-assembled team of at least one (1) participant but not more than seven (7) Participants. Each Participant may only join one team participating in the 2017 Hackathon. Participants can only select one of the host countries and one business topic proposed to start-ups for their innovative solution research during the Hackathon (the Challenge ) to take part in the Hackathon. Participants will be notified of their successful registration by email. 3.3. Participants must provide full and accurate information. The Organizer reserves the right, at its sole discretion, to reject any registration that contains inaccurate or incomplete information at any time up to and including during the Hackathon. Any false, misleading, or incomplete information regarding a Participant can lead to the voiding or cancellation of the Participants right to participate in the Hackathon, or the Participant s right to receive any prizes awarded for said participation. Further, Participant represents and warrants (a) Participant does not conduct business with, sponsors, or provides assistance or support to, the government of, or any person located in, any major sanctioned country, or with any specially designated national targeted by any of the economic sanctions of the United States as administered by The Office of Foreign Assets Control ( OFAC ); Participant is not owned or controlled (within the meaning of the regulations promulgating such sanctions or the laws authorizing such promulgation) by any such government or person; and any payments and/or proceeds received by Participant under the terms of the Lease will not be used to fund any operations in, finance any investments or activities in or make any payments to, any major sanctioned country, or to make any payments to any specially designated national targeted by any then-current OFAC sanctions; (b) no funds tendered to Landlord by Participant under the terms of the Lease are or will be knowingly derived from any of Participant s business activities that may contravene U.S. federal, state or international laws and regulations, including anti-money laundering laws; (c) neither Participant, nor Participant s parent or any of its subsidiaries (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering offenses listed in 18 U.S.C. Sections 1956 and 1957, or any violation of any the Anti-Money Laundering Laws; (ii) has been assessed criminal penalties under any Anti-Money Laundering Laws; (iii) has had any of its funds seized or forfeited in any action under any the Anti- Money Laundering Laws; (iv) is a person or an entity that resides or has a place of business in a country or territory which is designated as a Non-Cooperative Country or Territory by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (v) is a person or entity that resides in, or is organized under the laws of, a 2
jurisdiction designated by the Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns; (vi) is an entity that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns; or (vii) is a person or entity that otherwise appears on any US.-government provided list of known or suspected terrorists or terrorist organizations. Applications submitted to the Organizer after June 8, 2017 at midnight (Pacific Time) will not be taken into account. The Organizer cannot in any case be held responsible for registrations that would not have been received after the deadline has expired. Only one registration per Participant is accepted (same name and address). The Organizer is under no obligation to respond to Participants requests regarding the organization of the Hackathon, the interpretation or the application of these Terms and Conditions. ARTICLE 4 Progress of the Hackathon 4.1. Timeline and venue The timeline below includes the major Hackathon phases set up by the Organizer. The Hackathon will take place as follows: 4.1.1. STEP 1 4.1.1.1 Team welcoming, team meet-up and set-up. On June 9, 2017 at 8:45am Pacific Daylight Time Place of event: Galvanize 4.1.1.2 Hackathon kick-off On June 9, 2017 at 9:00am Pacific Daylight Time Place of event: Galvanize Duration: 30 min 4.1.1.3 Workshop On June 9, 2017 at 9:00am Pacific Daylight Time Place of event: Galvanize Duration: Up to June 11, 2017 at 9:00 am Pacific Daylight Time 4.1.1.4 Project presentation to the Jury On June 11, 2017 at 9:00 am Pacific Daylight Time Place of event: Galvanize 4.1.1.5 Award Ceremony On June 11, 2017 after the Project presentation Place of event: Galvanize 4.1.2. STEP 2 ( Demo Day ) 4.1.2.1 Team welcoming December 1 st, 2017 time TBC Place of event: Paris 4.1.2.2. Project presentation to the Jury December 1 st, 2017 time TBC Place of event: Paris 3
In English 4.1.2.3. Cocktail December 1 st, 2017 time TBC Place of event: Paris The schedule and progress of the Hackathon as described above are purely indicative and may change to the sole Organizer s discretion. 4.2. Computer tools Organizer will make commercially reasonable efforts to ensure internet connectivity will be available during the Hackathon, but Organizer is not responsible for connection issues, configuration errors, or issues beyond its reasonable control; provided, further, that Participant s use of Hackathon servers, systems, networks and associated technology infrastructure is provided solely on an as is basis, and Organizer makes no representation or warranty regarding said system s and infrastructure s reliability, availability or confidentiality. Participant hereby assumes all risks associated with the use of such systems and infrastructure, including without limitation, the loss of data or the loss of network or internet connectivity Participants must bring their own equipment (notably computer, extensions, multiple power outlets) and software. Participants will be exclusively responsible for their equipment during the Hackathon. 4.3. Costs incurred The Participants are solely responsible for all expenses, accommodations, fees, and costs related to their participation to the 48 Hour Contest; provided, however, that Organizer shall provide reasonable catering services during the 48 Hour Contest as further described below. (. A travel stipend for accommodation and travel expenditures borne by the winning Teams in order to participate to the Demo Day will be provided by the Organizer. 4.4. Constitution of the Teams Participants may participate as a single or solo entry in the Hackathon, or may participate as a group of up to seven (7) other Participants (both referred to hereafters as a Team ). Each Team shall designate a team leader, who is in charge of the relations with the Organizer, referred to as the Referent. Each single or solo Participant will be designated as a Referent. A Team exclusively competes for a selected host country and for a selected Challenge available in that host country. 4.5. Projects During step 1 of the Hackathon, each Team must provide to the Jury a presentation which includes: - usage scenario - description of a template or functional demo (hereafter referred to as the Project ). All Project presentations must be written and presented in English. The Project shall be submitted to the Jury on June 11, 2017. No Project presentation can last longer than 3 minutes. 4
4.6. Required Project elements The Participant shall deliver to the Organizer, no later than 11/06/2017, all the elements constituting the Project created during the 48 Hour Contest as well as the associated documentation. The Participant shall deliver to the Organizer all elements allowing the Organizer to freely operate and analyze the Project during the Hackathon in accordance with the conditions that will be specified by BNP Paribas and notably: Product, solution or business pitch; Technical documentation, user documentation and functional documentation associated with the developments (including a description of how the Project implements the Application Programming Interface API ); All data in a readable format. 4.7. Participants elements The Participant agrees that Participant must not knowingly deliver to the Organizer a Project that contains, materials, source code, technology or processes ( Elements ) that are patented, copyrighted, trademarked, protected by trade secret or otherwise subject to third party intellectual property rights or other proprietary rights, unless the Participant is either the owner of such rights or has obtained written permission from the owner to use such elements and to grant to the Organizer subsidiary rights to use the Elements in a manner consistent with these Terms and Conditions. The Participant represents and warrants that any Element contained in the Project complies with the requirements of this paragraph. The Participant who violates this provision shall be disqualified from the Hackathon. Participant shall indemnify, defend and hold harmless the BNP Group, the Organizer, and any of Organizer s officers, directors, stockholders, employees, agents, affiliates and all of their respective successors, heirs and assigns from and against any liability incurred or imposed on any of the foregoing in connection with any third party claim that alleges that Participants use of any Element or Participant s Project infringes any intellectual property held by such third party. Article 5 - Composition of the Jury Winner selection process for the 48 Hour Contest 5.1. Composition of the 48 Hour Contest Jury A jury composed of four (4) top management employees of the organizer and three (3) external market experts (hereinafter the Jury ) will evaluate each Team Project and select the winning Teams. Each Entity will have its own Jury. 5.2. Winner selection process Winning Teams will be selected by the Jury. The Jury reserves the right not to select any winning Team if it considers that none of the Team s Projects meet the selection criteria which are defined in a discretionary manner and provided below as a non-exclusive list. The Jury may on a discretionary basis grant additional special awards to distinguishable Project(s). The winning Teams will be listed on the Website on July 2017. The organizer of each Entity is free to set up the conditions for the Jury to select the winning Teams (notably quorum, unanimity, overall majority or qualified majority voting, etc.) 5
The Jury will assess the Project taking into account the non-exclusive following criteria: (i) value created for customers; (ii) relevance to the challenges; (iii) operational feasibility; (iv) technical execution; (v) inventiveness and originality; (vi) team effort and spirit. Participants are informed and expressly agree that each Jury is sovereign and will not motivate its decisions. Participants expressly agree that they will not object to the composition, the decision process nor the decision made by any Jury. ARTICLE 6 Prizes 6.1 The Hackathon purpose is to embrace a larger program to develop ideas and projects and to foster collaboration between BNP PARIBAS and winning Teams, possibly in view to market an innovative product. The winning process includes the following prizes (hereinafter the Prizes ) structured as follows: Prize 1: After the Bank of the West 48 Hour Contest, the winning Teams selected by the Jury will receive the U.S. dollar equivalent of 7,000 Euros, valued as of the business day immediately preceding the date of the award. The total amount awarded to each winning Team will be allocated proportionally and equally to the number of Team members. Prize 2: Each winning Team, regardless of the host country and challenge they competed for, will take part to: - An online project maturation / co-working phase in the host country to accelerate, complete and refine their Project from July 2017 to November 2017; and - A Demo Day in Paris on December 1st 2017 to pitch its Project to the Organizer top executives (hereinafter the Demo Day Jury ). Cf. 4.3 Travel stipend allocated for the accommodation and travel expenditures will be provided by the Organizer. The participation of the winning Teams to the Demo Day is subject to the validation by the Entity during the project maturation phase / co-working phase. In order for BNP Paribas to organize at due date the Demo Day, each winning team will provide BNP Paribas with the documentation of each project necessary to pitch its project to the Organizer top executives during the Demo Day. Such documentation should be delivered at the latest on October 13, 2017, failing this, the winning team is not allowed to participate to the Demo Day. The Organizer reserves the right to modify this date and shall inform in advance the winning team accordingly. The composition of the Demo Day Jury will be specified to the Participants on the award ceremony day as defined in article 4.1.1.5. and, at the latest, one week before the start of the Demo Day. 6.2 The Prizes awarded at the end of the 48 Hour Contest may not be grounds for any dispute of any kind nor be subject to any awarding of their cash value, exchange or replacement for any reason whatsoever. The Organizer reserves the right, at its sole discretion, to substitute the designated Prize 1 for a prize of equivalent value. Participants of the winning Teams agree to authorize and comply with all verification regarding their identity, home address, and the accuracy of the information provided during the registration process. 6
The Organizer may offer to any Team, either awarded or not, and without incurring any obligation to do so, to participate in the financing and the development of its Project, subject to additional specific terms that must be defined in a separate agreement. ARTICLE 7 Data privacy In order to attend the Hackathon, Participants must provide the Organizer via the Website provided, their name, surname, home address, phone number (landline or cell phone) and e-mail address as well as a description of the Project. Personal data is collected in a manner consistent with applicable local laws, including, U.S. federal and state data collection laws, state data breach notification laws, and those laws governing electronic marketing. By submitting an application to the Hackathon, Participant expressly acknowledges, agrees and consents to provide the required personal data listed above as a condition of Participant s participation in the Hackathon. If the Participant does share required personal data, Participant s registration will not be completed. The required personal data are collected and processed by the Organizer or its subcontractors for administration and organization of the Hackathon. The data processor is the Organizer. Access to personal data collected is limited to the Organizer and its subcontractors acting to administrate and organize the Hackathon. Personal data will be collected and stored for the duration required to organize and administer the Hackathon. After the 48 Hour Contest, individual submissions to the Hackathon not shortlisted will be retained for the period required by applicable laws or the Organizer s business records retention policy. Any personal data concerning Participants who were part of a Team attending the Hackathon will be stored for a duration of five (5) years from the end of the 48 Hour Contest by the Organizer. Any personal data concerning Participants from a winning Team will be stored by the Organizer for a duration that does not exceed five (5) years from the date of the last prize awarded. Pursuant to French data protection legislation, and subject to local laws governing data protection, privacy, and access to confidential information, Participants may have the rights to access, modify, rectify or delete their personal data. To exercise any such rights, the Participant must provide a proof of his/her identity and submit the reason for exercising his/her rights by mail to BNP PARIBAS (to the attention of the department of RD&I Innovation 24 rue des Jeûneurs 75002 Paris). ARTICLE 8 Authorizations and use of image 8.1. Each Participant allows and authorizes the Organizer, without any due compensation, to use his/her name, surname, home address and any description of his Team Project for purpose related to commercial advertising and internal and external information release related to the Hackathon by any means, including but not limited to, the Website and any websites of the Organizer and its sponsors, for press release and by any other means of communication to the public, for an unlimited number of reproductions and distributions worldwide, for ten (10) years from the date of the registration to the Hackathon. 8.2 Each Participant allows and authorizes the Organizer, without any due compensation, to obtain and record his/her image and/or voice by means of a picture (film or digital) or a video during the Hackathon and to copy, reproduce and distribute his/her image in all media, in any format and by any means known or unknown to this day, for ten (10) years from the date of registration to the Hackathon for an unlimited number of reproduction and distribution worldwide. ARTICLE 9 Intellectual property rights 9.1. Intellectual property rights over the Hackathon and its elements 7
9.1.1. All names, copyrights, trademarks, trade dress, patents or other intellectual property owned by or licensed to the Hackathon, the Organizer, or the BNP Paribas Group ( Organizer IP ) are and shall remain the sole and exclusive property of the Organizer or BNP Paribas, respectively. All names, copyrights, trademarks, trade dress, patent or other intellectual property owned by or licensed to Participants ( Participant IP ) shall remain the sole and exclusive property of the Participants. Subject to these Terms and Conditions, Participant s grant BNP Paribas, the Organizer, and their respective affiliates, a limited, transferrable, non-exclusive license to use Participant IP during the course of and in connection with the Hackathon. The parties to these Terms and Conditions agree that, in the event BNP Paribas or Organizer select or chose to do future business with Participant, that a new license agreement governing Participant IP shall be negotiated between the parties. For the avoidance of doubt, nothing in the foregoing grants Participant any license to use Organizer IP in any manner or for any purpose beyond that described in this Article 9. 9.1.2. Upon Participant s acceptance of these Terms and Conditions, and upon Participant s continued participation in the Hackathon, BNP Paribas and the Organizer hereby grant Participants a limited, non-transferrable, non-exclusive license to use (i) the Hackathon logo, and (ii) that certain application programming interface made available to the Participants by the Organizer during the Hackathon (hereinafter the Data ). For the avoidance of doubt, such Data shall remain the exclusive property of the Organizer. Each Participant undertakes to use the Data so that they remain severable from the Project and are not subject to any Open source or similar license (for instance Participants shall refrain from combining the Data with an Open Data database in a manner which would result in having to distribute the whole database under the Open Data license). Any Data may be subject to intellectual property rights. Participants are compelled to use the Data in accordance and with respect to any intellectual property rights. Authorization granted to the Participants to use Data provided by the Organizer is limited to the duration of the Hackathon. Any use of the Data outside the scope of the Hackathon is subject to a prior separate agreement concluded between the Organizer and the Participants. 9.1.3 Data and APIs BNP Paribas is providing an Application Programming Interface (API) Sandbox for Participants to use in their applications during the Hackathon. This sandbox provides a mixture of real open data (branches, ATMs, products) and simulated data and services that mimic retail bank accounts for several typical consumer profiles. BNP Paribas provides an API Sandbox AS IS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9.2. Intellectual property rights over the Projects 9.2 Participants may, as part of their Project, use contents under open source licenses or equivalent. The use of open source contents and the compliance with the open source licensing terms are at their own risks. Each Participant acknowledges and agrees that the Team Project is the property of the Team. The Team remains fully responsible for protecting any inventive or original element part of the Project by any appropriate means (such as registration, patents) including payment of any fees or costs incurred. 8
Article 10 Commitments and obligations of the Participants 10.1. The Hackathon is intended to remain a friendly and ethical event. Each Participant undertakes to respect these principles and expressly recognizes that any action to impede the progress of any other Team(s) is forbidden. The Organizer reserves the right to disqualify and exclude from the Hackathon any Team or any Participant not complying with these principles. The Organizer reserves the right to take any action against a Participant and/or a Team having cheated, deceived, faked or disturbed the Hackathon or tried to do so. 10.2. Participants and Teams may benefit from media coverage of their Projects via the Organizer. Each Participant undertakes to comply with all requests from the Organizer relating to media coverage of their Project, during a minimum of three (3) months from the date of the Award ceremony, as defined in Article 4.1.1.5 of these Terms and Conditions. 10.3. Within three (3) months from the Award ceremony, as defined in Article 4.1.1.5 of the Terms and Conditions, and prior to initiate talks with any third party for the marketing of its Project, each Team is required to initiate talks with the Organizer to engage in joint efforts for the development of the Project. In the event that the Organizer expressly provides by writing to the Participants that it is not interested in working on the Project, the Participants become free to initiate any talks with third parties related to a joint effort on the Project. 10.4. Each Participant declares to be vested with all rights relating to the Projects without any restriction. 10.5. The Participants are aware that all information shared during the Hackathon shall be considered as public and is not subject to confidentiality. ARTICLE 11 Limitation of liability of the Organizer The Organizer shall not be held liable if, in case of force majeure or for any event independent from its will, the Hackathon was to be modified, shortened or cancelled. The Organizer reserves the right to extend the duration of the event and to postpone any defined date. If the technical or administrative roll-out of the Hackathon was to be disrupted by a virus, computer bug, unauthorized human intervention or other reasons beyond the ability of the Organizer, the latter reserves the right to interrupt the Hackathon. The Organizer solely commits to providing the Prizes in accordance with Article 6 of the Terms and Conditions. Participant is solely responsible for all tax withholding and reporting obligations associated with any prize awarded to Participant under Article 6 of these Terms and Conditions. The Organizer cannot be held liable for incomplete or non-receipt of electronic registration for whatever reason. The Organizer will therefore not be liable if data relating to the registration of a Participant is not received or is impossible to read. Each Participant takes part in the Hackathon at its own risk. Each Participant is solely responsible for the equipment and personal belongings brought to the Hackathon. The Organizer cannot be held liable in the event of theft, loss, harm or damages to the equipment and/or personal belongings of a Participant. The Participant acknowledges that the Organizer cannot be held responsible in the event the Participant injures himself during the Hackathon. ARTICLE 12 Participant liability Anyone attempting to cheat, slow down, impair the Website and any other website belonging to the Organizer will be exposed to lawsuits. 9
The Organizer reserves the right to request any additional documents to support any declaration of the Participant. ARTICLE 13 Acceptance of the Terms and Conditions of the Hackathon Submission Registration, attendance and participation to the Hackathon implies full acceptance without reserve of the Terms and Conditions by Participants. The Terms and Conditions may be amended at any time by the Organizer and will be subject to specific notification on the Website. The amended Terms and Conditions will be enforceable once published on the Website and any Participant shall be deemed to have accepted the amendments by the mere fact of his/her participation to the Hackathon. Any Participant refusing the amendments made must cancel his/her participation to the Hackathon. The Terms and Conditions control the relationship between the Organizer and the Participant only and do not create any third party beneficiary rights. ARTICLE 14 Validity of the Terms and Conditions If one or more provisions of these Terms and Conditions should be declared not enforceable, any other provisions will not be affected and will remain enforceable. ARTICLE 15 Applicable law and dispute resolution The Terms and Conditions, and all rights and duties of the parties arising from or relating in any way to the Terms and Conditions or the activities associated with it, shall be governed, construed, and enforced in accordance with the laws of the State of California, without regard to conflict of law principles. Any suit or proceeding relating to these Terms and Conditions shall be brought in the courts, state and federal, located in San Francisco, California, and the parties hereby consent to the exclusive personal jurisdiction and venue of such courts. 10