I am submitting to Thiel Foundation herewith my Application to the Breakout Labs program, including the material concurrently submitted. For the purposes of this agreement, the Application and such material, along with materials subsequently submitted in support of my Application shall be defined as the “Material.” By clicking “AGREE” and submitting the Material, and in consideration of the review of the Material by the Foundation for consideration for acceptance into the Breakout Labs program , and intending to be legally bound, I and each participant identified in the Application hereby agree(s) to the following terms of this Submission Agreement (this “Agreement”):
- If more than one participant has rights to the Materials, each participant must be identified in the Application and must also agree to the terms of this Agreement. As used in this Agreement, “I,” “me,” or “my” refers to and shall apply to each participant jointly and severally. The term “Foundation” refers to the Thiel Foundation, its subsidiaries, officers, directors, agents, advisors, reviewers, and employees.
- I hereby acknowledge and agree that the Foundation will not accept any Material unless the person submitting such material, and all other authors or creators of such Material, if any, accept the terms and conditions hereof in connection with the submission of the Material. I enter into this Agreement with the express understanding that the Foundation agrees to evaluate the Material in express reliance upon this Agreement and my covenants, representations and warranties contained herein.
- My submission of the Material to the Foundation is voluntary and I acknowledge and agree that no fiduciary relationship between the Foundation and me exists or is being created by this Agreement or my submission of the Material. I expect and will receive no compensation from the Foundation for the submission of my application or the Material.
- I represent and warrant that: (a) I am at least 18 years of age and am the sole owner and author of the Material, (b) that the Material, other than third-party materials that I have the right to include (under license or otherwise), is completely original with me and, where applicable, the other participants identified in the Application, (c) that the Material does not infringe any rights of any third parties and will not constitute a libel or defamation of any third party, (d) that I have the exclusive right and authority to submit the same to the Foundation upon the terms and conditions stated herein, and (e) that all of the important features of the project idea are summarized in the Material.
- I understand that the Foundation will keep the Material confidential other than in connection with distribution for evaluation, and will not otherwise disclose the Material to any other third parties without my permission. Notwithstanding the foregoing, the Foundation shall not be required to maintain in confidence any of the following information: (a) information that, at the time of disclosure to the Foundation, is in the public domain; (b) information that, after disclosure, becomes part of the public domain, except by breach of this Agreement; (c) information that was in Foundation’s possession at the time of disclosure, and which was not acquired, directly or indirectly, from me; (d) information that resulted from the Foundation’s own research and development, independent of disclosure from me; (e) information that the Foundation received from third parties, provided such information was not obtained by such third parties from me on a confidential basis; or (f) information that is disclosed in compliance with applicable law or a court order.
- I understand and agree that the Foundation will not take any steps to register or otherwise protect any of my intellectual property at this time and that it is therefore my sole responsibility to protect my rights in the Material through copyright registration, patent applications, or otherwise as applicable.
- Except as otherwise provided for in this Agreement, I hereby release the Foundation from (a) any and all claims, demands, costs and liabilities that may arise in connection with or related to the Material and (b) any claim now or hereafter made by me that the Foundation has misused or misappropriated the material or any portion thereof. I further agree to defend, indemnify, and hold the Foundation harmless from and against any and all claims, loss, liability (including attorneys’ fees and court costs) that may be asserted against the Foundation or incurred by the Foundation, at any time, in connection with the Material or in connection with any breach or alleged breach by me of the representations, warranties and agreements contained herein.
- If any provisions or parts of this Agreement are deemed invalid, void, or unenforceable, they should be considered deleted and shall not invalidate the remaining provisions. This Agreement shall be construed so as to carry out its purposes. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by email to the address provided by such party. This Agreement shall be governed by the laws of the State California without regard to its choice of law provisions, and any action hereunder shall be brought in such state and I hereby submit to the personal jurisdiction of the courts thereof. In any action to enforce, arising under, and relating to this Agreement, the prevailing party as determined by the court or other body with jurisdiction by agreement of the parties shall be entitled to recover, in addition to any other remedies and amounts to which it is entitled, its attorneys’ fees and costs reasonably incurred in connection with such action.
- I hereby state that (a) I have read and I understand this Agreement (b) I have not relied upon any oral representations of any kind; (c) there are no written representations or agreements of any kind except as expressly set forth herein; and (d) this Agreement states the entire understanding between the Foundation and me. Any modification or waiver of any of the provisions of this Agreement must be in writing and signed by the Foundation and me. This Agreement shall be executed electronically. I agree to be bound by the terms of this Agreement, and hereby execute this Agreement by clicking the “Agree” button located below. I understand that the Foundation automatically accepts and agrees to be bound by the terms of this Agreement at the time I accept this Agreement. Once this Agreement is completed and accepted, I will print a complete copy for my records.