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 Cainiao via the contact details officially released by Cainiao, and Cainiao 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 (https://tianchi.aliyun.com/), a platform operated by Alibaba Cloud Computing Ltd. 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 Cainiao to your inquiry.
Agreement on Participation in the Cainiao MSOM Data-Driven Research Competition
1.The competitor (the “Competitor”), who is required to be a qualified member of the Manufacturing and Service Operations Management Society organized under the laws of the U.S.A (hereinafter referred to as the "MSOM"), will participate in the “Cainiao MSOM Data-Driven Research Competition” (hereinafter referred to as the “Competition”) organized by Zhejiang Cainiao Supply Chain Management Co., Ltd. and its affiliates (hereinafter referred to as “Cainiao”) from November 10, 2017 to July 1, 2018 (hereinafter referred to as the “Competition Period”);
2.The Competitor will obtain Confidential Information (as defined below) from Cainiao and will continuously obtain the Confidential Information during the period of participation.
Both parties enter into the Agreement on Participation in the Cainiao MSOM Data-Driven Research 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 Cainiao (including the information directly provided by Cainiao to the Competitor or opened for download for the relevant participation team via the data platform of Cainiao and/or its affiliates, including but not limited to Tianchi, during the Competition Period, and business secrets relating to the business of Cainiao and its affiliates and all other information not known to any third party that obtained, known or exchanged by the Competitor from or with Cainiao 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 Cainiao and/or its affiliates;
(2)any data and information that Cainiao 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 Cainiao 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 Cainiao (hereinafter referred to as the “Confidential Information”), and such information is vital and has business value for Cainiao. 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 Cainiao 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.Cainiao is not liable for and makes no expressed or implied representations and warranties to the accuracy, applicability, completeness and reasonability of the Confidential Information. Cainiao is not liable to the use of the Confidential Information by the Competitor.
4.The Competitor may register as a user at the Tianchi, log onto the account and download the data package provided by Cainiao, and use proprietary algorithmic tools to participate in the Competition; and the Tianchi account of a competitor selected for the next round of Competition according to participation rules (subject to those announced by Cainiao and/or its affiliates on the participation webpage) can be used to continuously participated in another competition after authorization by Cainiao and/or its affiliates. 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 Cainiao, the Competitor shall not obtain or use the Confidential Information in any way other than those prescribed by Cainiao. 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 agrees that if the Confidential Information provided by Cainiao and/or its affiliates for the Competition (including research results obtained by the Competitor on the platform of Cainiao and/or its affiliates) is not allowed to be copied or downloaded from participation platforms according to the rule(s) announced by Cainiao and/or its affiliates on the participation webpage(s), the Competitor should not copy or download the Confidential Information from the participation platforms through any unauthorized and/or illegal methord(s).
2.The Competitor shall consciously protect and take all necessary security measures to protect the aforesaid Confidential Information.
3.If Cainiao 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 Cainiao 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.Cainiao 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 Cainiao shall have the right to carry out necessary legal actions against the Competitor for breach of the Agreement.
The Competitor hereby irrevocably authorizes Cainiao 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 Cainiao and/or its affiliates by using the results (if any) of the Competitor shall belong to Cainiao and/or its affiliates.
3. If Cainiao 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 Cainiao 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 Cainiao do not infringe any legitimate rights or interests of any third party. If any third party makes a claim or commences legal proceedings against Cainiao and/or its affiliates thereof concerning such results, the Competitor shall bear all the liability and losses thereby incurred to Cainiao, and Cainiao 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 Cainiao until such Confidential Information is disclosed to the public by Cainiao, 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 Cainiao 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 Cainiao and its affiliates. In addition to all statutory compensations, Cainiao 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 Cainiao suffers or may suffer, including but not limited to lawyer’s fees. Moreover, Cainiao shall have the right to terminate the Agreement after notifying the Competitor.
3.The Competitor undertakes that: Cainiao 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 Cainiao (including but not limited to evidences collected by Cainiao by technical means); if the Competitor breaches any provisions hereunder, Cainiao 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 Cainiao’s negligence or reluctance of exercising its rights and/or obtaining compensations according to the Agreement or legal provisions do not mean that Cainiao 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 Cainiao 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 Cainiao 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 Cainiao 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 Competition.
5.The Competitor agrees that Cainiao may terminate the Competition by sending an e-mail to notify the Competitor seven (7) days in advance.
6.This Agreement is only in English version.