Before participating, you should carefully read and follow all sections of the Agreement (as defined below). Please prudently read and fully understand all clauses, especially clauses in bold and underlined.
In case of any doubt about any clauses hereof, please contact Alibaba via the contact details officially released by Alibaba, and Alibaba will explain the clauses to you. If you disagree with any sections hereof, or if you are unable to understand any clauses thoroughly, please do not continue to use Tianchi. Otherwise, it is deemed that you accept the following terms and conditions, and agree to be bound by the Agreement and you shall not claim that the Agreement is invalid nor request for revocation of the Agreement on the reasons of not having read the Agreement or not having obtained any reply from Alibaba to your inquiry.
Agreement on Participation in the Tianchi Big Data Competition
1. The competitor (the “Competitor”) will participate in the “Tianchi Big Data Competition – KDD CUP 2017” (hereinafter referred to as the “Competition”) organized by Alibaba Cloud Computing Ltd. (hereinafter referred to as “Alibaba’) from May to August 2015;
2. The Competitor will obtain Confidential Information (as defined below) from Alibaba and will continuously obtain the Confidential Information during the period of participation.
Both parties enter into the Agreement on Participation in the Tianchi Big Data Competition (hereinafter referred to as the “Agreement”) upon amicable negotiation concerning relevant matters of the participation and information confidentiality, in the principle of equality, free will and fairness.
Article 1 Contents of Confidential Information
Whereas the Competitor shall undertake confidentiality obligation for the Confidential Information, the Competitor hereby agrees to adhere to all the clauses below:
1. The Competitor agrees that all the information disclosed or provided by Alibaba (including the information directly provided by Alibaba to the Competitor or opened for download for the relevant participation team via the data platform of Alibaba in two competition seasons of the Purchase and Redemption Forecasts Competition), and business secrets relating to the business of Alibaba and its affiliates and all other information not known to any third party that obtained, known or exchanged by the Competitor from or with Alibaba because of its participation in the Competition, including but not limited to:
(1)any operation data, transaction data, user information (e.g. user ID, user list and user relations), technical materials, algorithms, source codes, financial information, operation channels and schemes, software, programs, manuals, etc. of Alibaba and/or its affiliates;
(2)any data and information that Alibaba and/or its affiliates obtained from any third party and are subject to confidentiality obligations;
(3)any other secrets or proprietary data and information;
(4)other data and information generally unknown to persons other than Alibaba or its affiliates and has not been officially published in the public domain; and
(5)the data and information for which confidentiality obligation can be determined in the principle of prudent use, though the confidentiality obligation is not specified hereunder.
Both parties recognize all the aforesaid information is the confidential information of Alibaba (hereinafter referred to as the “Confidential Information”), and such information is vital and has business value for Alibaba. Any disclosure or improper use of such information will result in serious impact and economic losses. The Competitor agrees to keep the aforesaid information of Alibaba and its affiliates strictly confidential.
2、For the avoidance of unnecessary disputes, the Confidential Information excludes: (a) the information generally known to the general public without breaching the Agreement; (b) the information that one party has already possessed or known without an obligation of confidentiality prior to receiving such information from the other party; and (c) the information that one party obtains from a third party who is not subject to any confidentiality obligations.
3、Alibaba is not liable for and makes no expressed or implied representations and warranties to the accuracy, applicability, completeness and reasonability of the Confidential Information. Alibaba is not liable to the use of the Confidential Information by the Competitor.
4、In the first season, the Competitor may register as a user at the Tianchi, log onto the account and download the data package provided by Alibaba, and use proprietary algorithmic tools to participate in the Competition; and, in the second season, the Tianchi account of a competitor selected for the next round of Competition according to participation rules (subject to those announced by Alibaba on the participation webpage) can be used to continuously participated in the Competition after authorization by Alibaba. The Competitor undertakes to properly safe keep the aforesaid account and password. The account and password can only be used by the Competitor and its team, and shall not be used by any third party in any way.
Article 2 Use of the Confidential Information
1、The Competitor agrees to use the Confidential Information only in the designated areas and platforms, without the prior written consent of Alibaba, the Competitor shall not obtain or use the Confidential Information in any way other than those prescribed by Alibaba. In addition, the Competitor shall not conduct imitation, reverse engineering or compilation or attempt to decode source codes and potential information of the Confidential Information, or disclose, spread, sell or transfer the Confidential Information to any third party in any way, or use the Confidential Information for any business purpose. The Competitor recognizes that the Confidential Information provided by Alibaba for the second season (including research results obtained by the Competitor on the platform of Alibaba) cannot be copied or downloaded from the participation platforms.
2、The Competitor shall consciously protect and take all necessary security measures to protect the aforesaid Confidential Information.
3、If Alibaba is unable to confirm whether some information is confidential, the Competitor shall protect such information as Confidential Information.
4、The Competitor warrants that all competitions conducted based on the Confidential Information of Alibaba are for non-profit academic research purpose, and the Competitor is prohibited from selling or transferring such information or using it for any commercial activity.
Article 3 Intellectual Property Rights
1.Alibaba and/or its affiliates have legitimate rights and interests for all data and information provided for the Competition.
2、Save as otherwise agreed by both parties, the intellectual property rights of the results (including but not limited to algorithms and data) independently developed by the Competitor in the process of the Competition shall belong to the Competitor, but the Competitor shall ensure that research results thereof shall be used for academic research purpose only. Moreover, the Competitor hereby undertakes that the Competitor will not conduct any commercial activity or obtain any business benefits with such research results, otherwise Alibaba shall have the right to carry out necessary legal actions against the Competitor for breach of the Agreement.
The Competitor hereby irrevocably authorizes Alibaba and its affiliates to use all the aforesaid results for the purpose of cooperative studies, business purposes, etc., without geographic and time limitation, without restrictions and free of charge; new results and earnings generated by Alibaba and/or its affiliates by using the results (if any) of the Competitor shall belong to Alibaba and/or its affiliates.
3、If Alibaba or any of its affiliates intends to obtain any results that the Competitor independently develops in the Competition and enjoys complete intellectual property rights, the Competitor agrees that Alibaba has the pre-emptive rights under equal conditions. Such transfer matters shall be determined by both parties upon negotiation.
4、The Competitor shall ensure that the results generated during the Competition with the data provided by Alibaba do not infringe any legitimate rights or interests of any third party. If any third party makes a claim or commences legal proceedings against Alibaba and/or its affiliates thereof concerning such results, the Competitor shall bear all the liability and losses thereby incurred to Alibaba, and Alibaba may immediately notify the Competitor to terminate the Agreement.
Article 4 Confidentiality Period
The Competitor shall perform the confidentiality obligation for the Confidential Information from the date of provision of the Confidential Information by Alibaba until such Confidential Information is disclosed to the public by Alibaba, and the Confidentiality Obligation shall survive the termination of the Agreement. The date of provision of the Confidential Information hereunder is the date when any member of the Competitor logs onto Tianchi with the account for the first time.
Article 5 Liability for Breach of the Agreement
1、If the Confidential Information is used or disclosed without authorization, or if the Competitor breaches the Agreement, the Competitor shall take all measures to assist Alibaba in taking back the Confidential Information, so as to stop further damages to the Confidential Information.
2、The Competitor agrees that the use or disclosure of the Confidential Information without authorization will result in irreparable losses and material damages to Alibaba and its affiliates. In addition to all statutory compensations, Alibaba thereof shall be entitled to apply to a People’s Court with jurisdiction for injunction or proper relief for any actual or probable violation of the Agreement, on the basis of reasonable judgment. Regarding the breach or compulsory obligation of the Competitor, the Competitor shall be fully responsible for any loss or damages that Alibaba suffers or may suffer, including but not limited to lawyer’s fees. Moreover, Alibaba shall have the right to terminate the Agreement after notifying the Competitor.
3、The Competitor undertakes that: Alibaba shall have the right to examine whether the Competitor breaches the Agreement, and the Competitor irrevocably recognizes the results of examination on breach and evidences of Alibaba (including but not limited to evidences collected by Alibaba by technical means); if the Competitor breaches any provisions hereunder, Alibaba shall have the right to immediate terminate the participation qualification of the Competitor as well as the Agreement, with all losses and consequences to be borne by the Competitor.
4、The Competitor agrees that Alibaba’s negligence or reluctance of exercising its rights and/or obtaining compensations according to the Agreement or legal provisions do not mean that Alibaba waives such rights or compensations, or any other rights or compensations. Individual or partial exercise of rights and/or obtaining compensations according to the Agreement or legal provisions do not hinder Alibaba from further exercising rights or obtaining compensations in future, or exercising other rights or obtaining other compensations.
Article 6 Others
1、As for any dispute arising from or relating to the Agreement, either party shall institute legal proceedings at a People’s Court where Alibaba is located.
2、The Agreement shall take effect as of the date when the Competitor confirms online that it accepts the Agreement. The Agreement shall be governed by the laws of the People’s Republic of China.
3、The Agreement is executed by and between Alibaba and the Competitor.
4、The execution of the Agreement by the Competitor shall mean that the Competitor recognizes all rules and declarations (including online and offline) of the Purchase and Redemption Forecasts Competition.
5、If the Competitor records a low ranked result and is not selected for the next round of the Competition according to participation rules of the Competition, the Agreement shall terminate automatically at the time when the Competitor is disqualified (except the relevant provisions on the confidentiality obligation).
The Competitor agrees that Alibaba may terminate the Purchase and Redemption Forecasts Competition by sending an e-mail to notify the Competitor seven (7) days in advance.
6、Where the Chinese version conflicts with the English version, the Chinese version of the Agreement shall prevail and the English version shall be amended according to the Chinese version.