1.1 Initiative Specific Definitions
Initiative Website means the website(s) at the domains or sub-domains under:
- drillanthropy.com operated by the Host;
- any such domain or sub-domain as notified by the Host to the Parties in writing.
Sponsor means OZ Minerals Exploration Pty Ltd
1.1 General Definitions
Algorithm means any code, text, data, algorithm or series of algorithms or series of equations, material, software, designs, documents, descriptions or specifications which is used, in whole or in part, directly or indirectly, in calculating, drafting, building, devising, calibrating, testing, evaluating, analysing or generating a Submission and building and running the associated executable code.
Associates of a party means:
- a Related Body Corporate;
- officers, employees, agents, contractors, advisers and representatives; and
- officers, employees, agents, contractors, advisors and representatives of each Related Body Corporate, of that party.
Closing Date means the date specified on the Initiative Website or such other date as the Sponsor shall nominate.
Commencement Date means the date specified on the Initiative Website or such other date as the Sponsor shall nominate.
Confidential Information means all information the Party (including its Associates) owns or creates and discloses to the Recipient (including its Associates), or that the Recipient (including its Associates) acquires or obtains from the Party, but excluding information which is:
- in the public domain other than from a breach of this deed;
- already known by a party before it is received from the other party; or
- independently developed by the other party.
Data means the data or dataset linked from the Initiative Website for the purpose of use by the Parties in the Initiative.
Host means OZ Minerals Exploration Pty Ltd.
Immediate Family includes a spouse, de facto partner, parent, guardian, natural or adopted child or sibling.
Initiative means the Drillanthropy initiative conducted by the Host.
Initiative IP means all Intellectual Property Rights of the Party created during and for the purpose of this Initiative and handed over to the Host as part of the Initiative.
Intellectual Property Rights means any intellectual or industrial rights (including a patent, copyright, trade mark, design, rights in confidential information, rights in relation to circuit layouts and similar rights, in each case whether or not registered) granted under any laws anywhere in the world.
Judges means the Sponsor.
Loss includes any direct, indirect, special, incidental or consequential liabilities, damages, claims, losses, costs, expenses, actions, demands or suits, whether in contract, tort (including negligence) statute or otherwise and whether pecuniary or non-pecuniary. This includes but is not limited to, loss of profit, legal costs and defence or settlement costs.
Party IP means all Intellectual Property Rights which are owned by the Party or which subsist in the Algorithm, Product or Submission, excluding Intellectual Property Rights defined under Initiative IP.
Party means a participant of the Initiative who meets the entry criteria outlined in clause 3.1 and has entered the Initiative in accordance with clause 4 of these terms and conditions.
Product means any design, wire frame, web page, prototype (physical or otherwise), application, source code, model, structure or other product created in calculating, drafting, building, devising, calibrating, testing, evaluating, analysing or generating a Submission.
Project any Submission submitted as part of the initiative
Recipient means OZ Minerals Exploration Pty Ltd
Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth).
Submission means the material submitted by the Party in the manner and format specified on the Initiative Website.
In the interpretation of these terms and conditions, unless the contrary intention appears:
- The word includes or including mean includes without limitation or including without limitation;
- A reference to a person or entity includes a reference to an individual, group of individuals, corporation, firm, association or other entity;
- The singular includes the plural and vice versa;
- An agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally; and
- Headings are inserted for convenience and do not affect the interpretation of these terms and conditions.
2. Agreement to be Bound
2.1 By entering this Initiative, Parties agree to abide by these terms and conditions which constitute a binding agreement between the Party and the Sponsor.
2.2For the avoidance of doubt, information on how to enter the Initiative forms part of these conditions of entry.
3.1 Entry to the Initiative is open to all persons or entity who meet the following entry criteria:
- representatives must be over the age of 18 years;
- the person must not be a resident of, or incorporated or associated in, a country which is under an embargo or sanction by either the United States of America or Australia at any time from the Commencement Date; and
- directors, managers and employees of the Sponsor or the Host are ineligible to enter.
4. How to Enter
- The Initiative commences at the date and time specified on the Initiative Website. No requests for extensions will be considered.
- Entry to this Initiative is free of charge.
- Parties are required to provide all necessary details as outlined on the Initiative Website prior to the Closing Date. The Parties warrant and acknowledge that the details provided at registration are true and correct.
The key dates for this Initiative are as listed on the Initiative Website.
The key dates may change, and such changes will be publicised on the Initiative Website.
It is the Party’s responsibility to check the Initiative Website regularly throughout the Initiative to stay informed of any new or updated dates.
6. Project Selection
6.1 Projects submitted will be assessed by the Judges and any success fee or funding to be made available for further project work will be subject to the execution of a contract with the Sponsor on terms suitable to it.
6.2 Parties are required to enter their submission exactly as specified in the Website.
6.3 Any decision on whether or not to provide a success fee or funding for further work in relation to any Project will be made by the Sponsor and is final and no Party is entitled to reasons for the decision or to argue against the result, the outcome of the result or the method of the selection process. No correspondence will be entered into in this regard.
7.1 Subject to clause 7.2a, for three years from the date of this deed, the Recipient must:
- keep confidential (and ensure its Associates keep confidential) Confidential Information; and
- not disclose (and must ensure its Associates do not disclose) Confidential Information.
7.2 Use of Confidential Information
- The Recipient must ensure that it uses all Confidential Information in its (or its Associates’) possession solely for the Purpose.
- The Party will always retain ownership of the Confidential Information. This deed does not give the Recipient any right, title or interest in any Confidential Information.
- The Recipient may disclose Confidential Information:
- to those of its Associates who:
- know the information is confidential and the terms of this deed;
- agree to keep the Confidential Information confidential on the same basis as the Recipient; and
- agree to use the Confidential Information only for the Purpose;
- with the prior written consent of the other party;
- where the information has been received by the Recipient from a third party legally entitled to possess the information and provide it to the Recipient, to the extent that the information is used, disclosed or otherwise dealt with in accordance with the rights lawfully granted by the third party; or
- where (and only to the extent) the disclosure of information is necessary:
- according to law;
- to comply with the rules of any stock exchange; or
- in any proceedings arising out of or in connection with this deed to protect the lawful interests of a party.
- to those of its Associates who:
7.4 If the Recipient must disclose Confidential Information to a third party in accordance with clause 7.3iv it must first give reasonable notice to the Party, and must secure confidential treatment, as best possible, of the Confidential Information.
8.1 If the Recipient (or its Associates) is unsure if information is confidential, it is deemed to be Confidential Information.
9.1 The Recipient must:
- securely store Confidential Information to protect it from unauthorised use, copying or disclosure; and
- assist the Party if Confidential Information is misused, copied or disclosed inappropriately.
9.2 If the Recipient becomes aware or suspects that there has been a breach of its obligations under this deed, it must inform the Party immediately.
10. No reproduction
10.1 The Recipient cannot (and must ensure that its Associates do not) copy or communicate the Confidential Information unless necessary for the Purpose.
11. Delivery and destruction
11.1 If the Party asks, the Recipient will:
- return the Confidential Information, including all copies of it (including from its Associates); or
- destroy the Confidential Information, and all copies of it in its (or its Associates’) control.
11.2 This deed will continue to govern any Confidential Information (including oral information) that is not returned or destroyed.
11.3 Notwithstanding clause 11.1, the Recipient may retain, and may allow any of its Associates to retain board papers, board presentations, board minutes and any reports containing Confidential Information to the extent that any law or professional standard requires that party and/or its Associate to do so for any reason (including in respect of their duties to each other).
11.4 The Recipient and/or any Associate of the Recipient who retains Confidential Information under clause 11.3 must continue to keep that information confidential in accordance with this deed and use it only for the Purpose.
12. Area of interest
12.1 The Recipient agrees that for a period of 1 year from the Commencement Date, the Recipient shall not acquire directly or indirectly any interest in any lands or mineral rights within the area 1 Kilometre of the external boundaries of the Project.
13.1 The Recipient indemnifies the Party for all losses (excluding indirect or consequential loss), damages, liabilities or expenses arising from a direct breach of the Recipient’s obligations in this deed.
13.2 The Party does not represent or warrant as to the accuracy or completeness of the Confidential Information and is not liable to the Recipient for the Recipient’s use of the Confidential Information.
14. Personal Information Use
14.1 All personal information of the Parties will be used by the Judges for the purposes of conducting this Initiative. The Judges may disclose Party’s personal information to its contractors and agents to assist in conducting this Initiative. The Judges are bound by the National Privacy Principles as outlined in the Privacy Act 1988.
14.2 The Host collects personal and professional information when the Party registers for the Initiative. The Party agrees that the Host may share such personal and professional information with the Judges.
15. Disqualification of Parties
15.1 The Judges reserve the right in their sole discretion to disqualify any Party who the Judges have reason to believe has breached any of these terms and conditions or who has engaged in any unlawful or other improper misconduct which in the opinion of the Judges is calculated to jeopardize the fair and proper conduct of the Initiative.
16.1 By entering a Submission, Parties represent and warrant that all information entered on the Initiative Website by them is:
- true and complete to the best of their knowledge;
- the Party has the right and authority to make the Submission (including any underlying code and model) and shall only include code, data or other materials that they have the right to use and release;
- is the Party’s own work;
- Is not the subject of a registered patent or pending patent application;
- does not violate or infringe upon the Intellectual Property Rights, rights of privacy or publicity of any person or entity; and
- does not contain malicious code, such as viruses, timebombs, cancelbots, worms, Trojan horses or other potentially harmful programs or other material or information.
The Judges accept no responsibility for any taxation impact, effect or implications upon a Party that may arise from this Initiative. Independent financial advice should be sought as to the impact, effect or implication of the initiative on each Party.
The Judges shall not be liable in connection with the Initiative except for the following, which cannot be excluded by law:
- personal injury, illness or death of any person;
- loss of, or damage to any property of the Sponsor, The sponsor’s Personnel or any third party;
- infringement of any Intellectual Property Rights;
- breach of confidentiality obligations;
- fraud or dishonestly;
- unlawful or illegal acts; or
- negligent, reckless or intentional act or negligent omission.
19. Ownership of Intellectual Property Rights
19.1 Nothing in these terms or conditions affects the ownership of Party IP created before the Commencement Date.
19.2 The Party will retain ownership of all of its Initiative IP and assign a perpetual, irrevocable, non-exclusive, royalty-free and worldwide licence to the Sponsor and its Related Bodies Corporate to use, reproduce, distribute and create derivative works of the any Algorithm, source code and Submission for their own private use. The Entrant grants to the Sponsor and its Related Bodies Corporate a perpetual, irrevocable, royalty free, fee free licence to use, copy, modify and adapt any Intellectual Property Rights in any reports or manuals required to be supplied under this Agreement.
The Contract is governed by and is to be interpreted in accordance with the Laws applicable in the State of Western Australia, Australia and the parties unconditionally submit to the jurisdiction of the courts in that State.
If any dispute, or claim arises under the Contract. a party will provide written notice ("Dispute Notice") to the other of the matters in dispute and the parties will meet for the purpose of resolving the dispute within 21 days after the service of the notice provided under this paragraph.