IMPORTANT NOTICE –
By using Tianchi and/or participating in 2018 FashionAI Global Challenge Event (“Competition”), you are agreeing to all of the sections in the following Agreement (hereinafter as “Agreement”). So we urge you to read all sections carefully, especially the ones in bold and underlined.
Should you have any questions with respect to any sections hereof, please contact us via our official contact information. We are committed to providing you with the explanations. As such, if you disagree with any contents of this Agreement, or if you are unable to understand any clauses, please DO NOT register for and participate in the Competition and DO NOT submit an entry. Otherwise, your continued use shall be construed as that you agree with the following terms and conditions, and expressly agree to be bound by the Agreement. You further agree to not void nor revoke this Agreement by claiming that you have not read this Agreement, receiving our explanation and so on.
Agreement on Participation in the
2018 FashionAI Global Challenge Event
1. The participant (the “Participant”) intends to voluntarily participate in the Competition on Tianchi that is organized by Alibaba Cloud Computing Ltd. (hereinafter referred to as “Alibaba”) from February 2018 to July 2018 (the “Period”);
2. During the Period, Participant will obtain Confidential Information (as defined below) from Alibaba and/or its affiliates.
Participant and Alibaba agree to enter into the Agreement to comply with all the sections concerning the confidentiality protection and other terms that control the relationship between Participant and Alibaba regarding the Competition.
Article 1 Confidential Information
1. The Participant agrees that all the information disclosed or provided by Alibaba (including the information directly disclosed by Alibaba to the Participant or made accessible via the subject platforms for Participant to download during the Period), and other non-public information that will be obtained or known by the Participant because of its participation in the Competition, including but not limited to: any data, technical materials, algorithms, source codes, financial information, operation channels and schemes, software, programs, manuals and other non-public or proprietary information of Alibaba and/or its affiliates, especially the DATA used in the Competition. For avoidance of doubts, Confidential Information includes the information that would normally be considered confidential under the circumstances notwithstanding that the confidentiality obligation may not be specified hereunder.
2. ALIBABA MAKES NO EXPRESSED OR IMPLIED REPRESENTATIONS AND WARRANTIES OF THE ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS AND REASONABILITY OF THE CONFIDENTIAL INFORMATION. ALIBABA PROVIDES THE CONFIDENTIAL INFORMATION “AS IS” AND THUS IS NOT LIABLE TO PARTICIPANT’S USE OF THE CONFIDENTIAL INFORMATION.
Article 2 Use of the Confidential Information
1. In the first round, the Participant may register as a user at the Tianchi platform. After Participant logs onto the account and downloads the data package provided by Alibaba, Participant will use its own algorithm to participate in the Competition. In the second round, according to Alibaba Participation Rules (the governing rule will be announced by Alibaba on the participation webpage), Participant who wins the first round can continuously log on the Tianchi account for the next round of Competition after receiving Alibaba’s authorization. The Participant shall securely maintain the aforesaid account and password. The account and password can only be used by the Participant and its team, and shall not be used by any third party in any way.
2. The Participant agrees to use the Confidential Information only for the purposes of the Competition and academic research, without the prior written consent of Alibaba, the Participant shall not obtain or use Confidential Information in any way other than those prescribed by Alibaba. In addition, the Participant shall not conduct imitation, reverse engineering or compilation or nor attempt in any other manner to obtain the source code 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.
3. The Participant shall consciously protect and take all necessary security measures to protect the aforesaid Confidential Information. If Participant is uncertain whether certain information is confidential or not, such information shall be protected by Participant as the Confidential Information in accordance with this Agreement.
4. The Participant warrants that all Competitions conducted based on the Confidential Information are for non-profit academic research purpose.
Article 3 Intellectual Property Rights
1. Alibaba and/or its affiliates shall have the legitimate rights and interests in and to the Confidential Information (including but not limited to data).
2. Unless otherwise agreed by mutual parties, Participant retains ownership of all industrial property rights in the results (including but not limited to algorithms and data) independently developed by the Participant in the process of the Competition (“Participant’s Result”). Notwithstanding the foregoing, Participant shall ensure that Participant’s Result shall be used for academic research purpose only. Moreover, the Participant warrants that the Participant’s Result will not be used for any commercial purpose, otherwise Alibaba shall have the right to carry out necessary legal actions against the Participant for breach of the Agreement. For avoidance of doubts, the results based on the Confidential Information will belong to Alibaba.
The Participant hereby grants Alibaba and its affiliates an irrevocable, perpetual, worldwide, fully-paid and royalty-free license to use all the Participant’s Result for the purpose of cooperative studies, advertisement, Competition promotion, business purposes and so on, etc. Participant agrees that all derivative work generated or produced by Alibaba and/or its affiliates that are based, either in whole or in party, on the Participant’s Result, are the exclusive property of Alibaba and/or its affiliates.
3. If Alibaba or any of its affiliates intends to acquire the ownership of any intellectual property rights contained in the Participant’s Result, the Participant agrees that it will not assign such intellectual property right to any third party on terms more favorable, individually or in the aggregate, to any third party than the terms first offered by Participant to Alibaba.
4. The Participant shall warrant that the results generated during the Competition by using 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 Participant shall bear all the liability and losses thereby incurred to Alibaba and/or its affiliates, and Alibaba may immediately notify the Participant to terminate the Agreement.
5. The provisions of this Article 3 (Intellectual Property Rights) shall survive any expiration or termination of this Agreement.
Article 4 Confidentiality Period
Participant’s confidentiality obligation commences from the date when Alibaba provides the Confidential Information until such Confidential Information is made publicly available by Alibaba, and the Confidentiality Obligation shall survive the termination of the Agreement. The date when Alibaba provides Confidential Information hereunder is the date when any Participant first logs onto Tianchi.
Article 5 Liability for Breach of the Agreement
1. If the Confidential Information is used or disclosed without authorization, or if the Participant breaches the Agreement, the Participant 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 Participant 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 Participant, the Participant 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 Participant.
3. The Participant undertakes that: Alibaba shall have the right to examine whether the Participant breaches the Agreement, and the Participant irrevocably recognizes that Alibaba’s examination and decision based on the evidence (including but not limited to evidences collected by Alibaba by technical means) shall be final and uncontestable; if the Participant breaches any provisions hereunder, Alibaba has the right, at its sole discretion, to immediate disqualify any Participant for breach of the Agreement or terminate the Agreement. All losses and consequences associated with the disqualification and termination shall be borne by the Participant.
4. The Participant 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 Participant 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 Participant.
4. The execution of the Agreement by the Participant shall mean that the Participant recognizes all rules and declarations (including online and offline) of the Competition.
5. If the Participant is not selected for the next round of the Competition according to participation rules of the Competition, the Agreement shall be terminated automatically (except for the relevant provisions with respect to the confidentiality obligation and intellectual property rights) at the time when the Participant is not selected.
6. The Participant agrees that Alibaba may terminate the Competition by sending an e-mail to notify the Participant seven (7) days in advance.
7. Alibaba provides a translation of the Chinese language version of this Agreement. The Chinese language version of the Agreement will control if there is any conflict.