BY PARTICIPATING IN OUR CHALLENGES, YOU ARE AGREEING TO THESE OFFICIAL RULES AND TERMS (“OFFICIAL RULES”). NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THE CHALLENGE(S). A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING. ALL NATIONAL, FEDERAL, STATE, PROVINCIAL, LOCAL, AND MUNICIPAL LAWS AND REGULATIONS APPLY. VOID WHERE PROHIBITED.
SPONSOR: NLX Inc. (“Sponsor” or “NLX”). NLX’s mailing address is 31 Hudson Yards, Floor 11, New York, NY 10001.
SUMMARY: Sponsor is launching a “Challenges” program through its website, which will feature a series of creative prompts (each, a “Challenge”). For each Challenge, eligible individuals and/or teams may create and submit original builds, designs, or other creative projects (each, a “Project”) using Sponsor’s technology, consistent with the “Eligibility” section below. Each Challenge prompt will specify the theme or concept, submission deadline, and prize amount. Following the close of the submission period, Sponsor’s team will review all eligible Projects and, if the Submissions meet the eligibility requirements and minimum judging threshold (as further described in the “Judging Criteria” section below), select one or more winners for the applicable prizes. The Challenges are intended to inspire creativity, showcase the capabilities of Sponsor’s software, and engage a community of developers and creators. All use of Sponsor’s technology is subject to the applicable license terms and documentation consistent with the “Intellectual Property” section below.
ENTRY PERIOD: The entry period for each Challenge (the “Entry Period”) will be as set forth on the applicable Challenges Page (“Entry Period”). Sponsor’s system is the official time keeping device for the Challenge.
ELIGIBILITY: The Challenge is open only to (A) Individual Participants or (B) Teams, each as defined below.
* Eligibility Requirements. To be eligible, a person must:
* (i) be eighteen (18) years of age or older;
* (ii) be a legal resident of one of the fifty (50) United States, the District of Columbia, or Canada (excluding residents of Quebec); and
* (iii) not be an employee or contractor of Sponsor or any of its subsidiaries, affiliates, or partners, or an immediate family member (spouse, parent, grandparent, sibling, child, grandchild, or in-law) of such employee or contractor, or a member of the household of any such employee or contractor, whether related or not (collectively, “Eligibility Requirement”).
* Individual Participants. “Individual Participant” means an individual who meets the Eligibility Requirements and enters the Challenge on their own behalf and not as part of a Team.
* Teams. “Team” means a group of up to four (4) individuals who each meet the Eligibility Requirements and who enter the Challenge together as a single unit. For each eligible Team:
* One individual must be appointed as the “Representative” to register and submit the Team’s entry, and to act as the sole point of contact with Sponsor for communications and prize distribution.
* The Representative represents and warrants that they are duly authorized to act on behalf of the Team and that all Team members have agreed to the Submission.
* Each member of a Team is responsible for ensuring that the Team complies with these Official Rules. The failure of any Team member to comply with the Official Rules may, in Sponsor’s sole discretion, result in disqualification of the entire Team.
* If a Submission submitted by a Team is awarded a prize, the prize will be awarded solely to the Representative, and it will be the Representative’s responsibility to allocate the prize among Team members.
* Participants. “Participants” mean, collectively, all Individual Participants and all Teams. For clarity, each member of a Team is also considered a Participant.
* The Challenge is void where prohibited or restricted by law.
HOW TO ENTER: NO PURCHASE NECESSARY AND NO ENTRY FEE, PAYMENT OR PROOF OF PURCHASE IS NECESSARY TO PARTICIPATE.
To enter a Challenge, Participants must complete the following tasks within the applicable Entry Period (as set forth on the Challenges Page):
* Submission Form: Submit the Project through Sponsor’s designated form, either provided by Sponsor or posted on the Sponsor’s website (the “Submission Form”). The Submission Form requires, among other things, the full names of all Participants (i.e., the name of the Individual Participant or each member of the Team, as applicable), an email address for the Individual Participant or Team Representative, and links to the required submission materials described below.
* Completion of Prompt: Each Project must be a complete and functional build that directly addresses the Challenge prompt provided by Sponsor. Specific technical requirements (including required NLX features, nodes, or functionalities) will be set forth in the applicable Challenge guidelines and must be satisfied for the Project to be eligible.
* Submission of Required Materials: Each Project submission must include all of the following:
* A written document explaining the build process and how the Project addresses the Challenge prompt.
* A video (minimum of 3 minutes) clearly describing the build, the features of the NLX platform utilized, and how the solution addresses the prompt (“Explainer Video”).
* A demo video (minimum of 2 minutes) that shows the Project functioning in action (“Demo Video”).
* Access credentials or links sufficient for Sponsor to review the Project flows built on the NLX platform, as further described in the Challenge brief.
* Platform Usage: All Projects must be built entirely on the NLX platform. Participants must utilize the specific nodes, features, or integrations outlined in the Challenge guidelines.
Collectively, the Submission Form required written materials, Explainer Video, Demo Video and access credentials are referred to as the “Submission.”
Maximum one (1) Submission per Participant. Participants may only submit one (1) Submission for consideration. For clarity purposes, if you are an eligible individual, you cannot participate as an Individual Participant or a member of a Team more than once. Participants submitting more than one (1) Submission will be disqualified, as well as any Team for which the Participant is a member.
Any questions regarding the eligibility or appropriateness of any Submissions for consideration in the Challenge shall be resolved by Sponsor in its sole discretion. Sponsor reserves the right to terminate any Participant’s participation in the Challenge and disqualify any Submission of a Project if, in Sponsor’s sole discretion, any Submission submitted by the Participant or a teammate of the Participant fails to comply with restrictions described in these Official Rules.
OTHER SUBMISSION RULES:
* Original Work: All Submissions must consist solely of the original work of the Participant(s). Submissions may not contain any material that violates or infringes upon any third-party rights, including intellectual property, privacy, or publicity rights. Participants represent and warrant that (i) their Submissions are original, (ii) do not infringe the rights of any third party, (iii) have not been previously published or submitted to any other contest or promotion, and (iv) do not and will not belong to, or be subject to any ownership claim by, any employer of the Participant(s). Use of unlicensed third-party assets (e.g., music, images, code) is strictly prohibited.
* Functionality: The Project must function as described in the written materials and Demo Video.
* Third-Party Software: Projects may incorporate third-party software components only if the Participant has secured all rights necessary for such use. To the extent any third-party license or restriction applies that may affect the Project’s use or distribution, Participants must disclose such restrictions in their Submission. Sponsor is not responsible for any failure by any third party to comply with such licenses or restrictions.
* Content Standards: Submissions (including all videos and written materials) must not:
* (A) contain any advertisements, endorsements, or disparagement of any person or company;
* (B) contain any obscene, vulgar, defamatory, discriminatory, or otherwise inappropriate content;
* (C) depict or encourage unlawful activity, gambling, sexual content, or drug/alcohol use;
* (D) suggest any activity that could result in injury or property damage; or
* (E) otherwise be contrary to the values of Sponsor (as determined in Sponsor’s sole discretion).
* Grant of Access: Participants must provide Sponsor with sufficient access to review the Project within the NLX platform. Such access is for judging purposes only and does not transfer ownership. Participants will retain ownership of their intellectual property.
JUDGING CRITERIA: A panel of judges selected by NLX will select winners for each of the below categories from the eligible Submissions based on the judging criteria described below. Judging will be based on the criteria below. Each criterion will be assigned a percentage weight (as indicated below), which reflects its relative importance in the judging process.
* (1) Adherence to Prompt & Requirements (50%)
* How completely and accurately does the Project fulfill all requirements outlined in the applicable Challenge prompt?
* Does the Project properly incorporate the required NLX features, integrations, or functionalities?
* Has the Participant followed all technical and creative guidelines set out in the Challenge?
* (2) Functionality & Reliability (30%)
* Does the Project operate as intended and without major bugs?
* Does it perform reliably when tested under various conditions and user inputs?
* Does the solution demonstrate technical soundness and stability?
* (3) User Experience (UX) & Design (20%)
* Is the Project’s conversational flow clear, intuitive, and user-friendly?
* How efficiently can a user complete tasks within the Project?
* Does the Project reflect polish, professionalism, and thoughtful design?
In the event of a tie, a new judge shall judge the tying entries and the highest score by the new judge will be deemed the winner. The decisions of the judges shall be final in all respects.
Award of any prize is expressly conditioned upon (i) the receipt of an eligible Submission that complies with these Official Rules, and (ii) the Submission achieving a combined score above the minimum threshold established by Sponsor in its sole discretion.
In the event no eligible Submissions are received in a category, or if no Submission in a category meets the minimum threshold score, Sponsor reserves the right not to award a prize in that category.
PRIZES: Prize amounts will vary for each Project and can be found on the Challenges Page.
Each winning Participant is solely responsible for all federal, state, local, or other applicable taxes associated with the acceptance and use of the prize. This winning Participants agree and acknowledge that Sponsor may be required to withhold and remit a portion of prize value to comply with applicable tax laws. Participants also agree, to the extent required, to provide Sponsor with a valid social security number or any other information Sponsor may require in connection with applicable tax reporting or withholding requirements or other laws or regulations. WINNER NOTIFICATION; ACCEPTANCE/FORFEITURE: Sponsor will attempt to notify the winning Representative or Individual Participant (as applicable) via email, at the email provided in the Submission on the date set out for the applicable Project on the Challenges Page.
A PARTICIPANT IS NOT A WINNER OF ANY PRIZE UNLESS AND UNTIL SPONSOR HAS COMPLETED ITS VERIFICATION OF THE PARTICIPANT’S ELIGIBILITY AND COMPLIANCE WITH THESE OFFICIAL RULES, INCLUDING RECEIPT OF ANY REQUIRED DOCUMENTS (SUCH AS A COMPLETED IRS FORM W-9).
If a winning Participant (i) is determined to be ineligible or otherwise disqualified by Sponsor, (ii) fails to respond to Sponsor’s winner notification message within fourteen (14) days of notification, or (iii) fails to timely provide any information requested by Sponsor (including tax forms or other information needed to deliver the prize) or to timely execute and return any required documents, the winning Participant will be disqualified and forfeit all interest in the prize. In such event, Sponsor reserves the right to award the applicable prize to the next highest scoring Submission in that category or to not award the unclaimed prize. In the event no eligible Submissions are received in a category, Sponsor reserves the right not to award a prize in that category.
Prizes will be fulfilled within thirty (30) days after winner verification. Prizes are not transferable or assignable. No prize substitution is permitted, except that Sponsor reserves the right, in its sole discretion, to substitute a prize of equal or greater value if the advertised prize becomes unavailable.
INTELLECTUAL PROPERTY: Participants understand that, excluding the opportunity to win a prize, Participants will not receive any compensation from Sponsor in connection with their participation in the Challenge, and Participants are solely responsible for any costs or expenses arising from such participation.
* By participating, Participants represent and warrant that they are not subject to any conflicting obligations that may restrict their participation in the Challenge or the use of their Submissions by Sponsor, judges, or other parties as contemplated herein. A Participant who is an employee of the U.S. Government, or who is employed by any other entity that may restrict participation in the Challenge, represents and warrants that they have obtained all necessary approvals needed to participate in the Challenge and to submit and license the intellectual property as contemplated by these Official Rules.
* Ownership of Submissions: Participants will retain all right, title, and interest in and to their Submissions, subject to the licenses granted herein.
* Sponsor License: As a condition of participation in the Challenge, Participants grant Sponsor, its affiliates, subsidiaries, agents, and advertising partners, a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, fully transferable and sublicensable license to use, reproduce, adapt, modify, publish, distribute, publicly perform, publicly display, host, and create derivative works from Submissions (including, without limitation, Demo Videos, Explainer Videos, written materials, and the Project itself, including any code or flows) for the following purposes:
* Reviewing, assessing, testing, and evaluating the Submission in connection with the Challenge;
* Promoting the Submission and/or the Challenge, including showcasing winning or exemplary Submissions;
* Marketing, advertising, and promoting Sponsor’s platform, technology, and business, including by hosting and displaying Submissions on Sponsor’s website, social media, press releases, promotional materials, or other channels.
* Participants agree to sign any additional waivers, licenses, or releases that Sponsor reasonably requests in order to perfect or make use of the rights granted herein.
* NLX Platform IP: All rights, title, and interest in and to the NLX platform (including but not limited to its software, nodes, integrations, trademarks, logos, and branding) are and shall remain the exclusive property of Sponsor. Nothing in these Official Rules or in connection with a Challenge grants Participants any ownership rights in or to the NLX platform.
* Third-Party Intellectual Property: Submissions must not incorporate any third-party intellectual property (including music, images, video, code, or other copyrighted or proprietary materials) unless the Participant has obtained all rights, licenses, consents, or permission necessary for such use. Sponsor reserves the right to disqualify any Submission that includes unlicensed or unauthorized third-party content.
GENERAL CONDITIONS:
* Conduct: All Participants agree to be bound by these Official Rules and by the decisions of the Sponsor, which shall be final in all matters relating to the Challenge. This Challenge is subject to all applicable federal, state, and local laws and regulations.
* Privacy and Use of Challenge Information: Any personally identifiable information collected or received by Sponsor in connection with this Challenge will be collected and may be used by Sponsor and its designees for the administration and fulfillment of this Challenge or exercise any rights hereunder and any disputes in connection therewith and as otherwise described in these Official Rules and Sponsor’s privacy policy, which can be found at https://nlx.ai/privacy.
* Governing Law: These Official Rules and this Challenge are governed by and controlled by the laws of New York without reference to the applicable choice of law provisions.
* Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE (I) THE SPONSOR, ITS PARENTS, SUBSIDIARIES, AFFILIATED COMPANIES, AND MARKETING AGENCIES, TOGETHER WITH THEIR RESPECTIVE EMPLOYEES, REPRESENTATIVES, AGENTS, DIRECTORS, AND OFFICERS, AND ANY OTHER PARTIES INVOLVED IN THE ADMINISTRATION OF THE CHALLENGE(“Challenge Parties”) SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR CONNECTED WITH (A) THE CHALLENGE OR (B) ANY PRIZE AWARDED, AND (II) YOUR REMEDIES FOR ANY CLAIMS RELATING THE CHALLENGE ARE LIMITED TO YOUR ACTUAL OUT-OF-POCKET EXPENSES OF PARTICIPATION IN THE CHALLENGE (IF ANY).
The Challenge Parties assume no liability and are not responsible for, and by entering the Challenge you hereby waive and release the Challenge Parties from, any actions, claims, damages, losses or injuries of any kind (collectively “Claims”) arising in connection with the Challenge and/or the receipt, use or misuse of any prize, including without limitation, Claims relating to: (i) the malfunction of any computer, telephone, mobile device, network, satellite, hardware, software or communications line; (ii) unauthorized human intervention; (iii) incorrect, delayed or inaccurate transmission, winner notifications, prize claims or other information or communications relating to the Challenge, or the failure to capture or transmit any such information; (iv) damage to any person’s computer or mobile device; or (v) any errors in these Official Rules, winner notifications or other announcements or communications relating to the Challenge. In the event of any ambiguity or error(s) in these Official Rules, Sponsor reserves the right to clarify or modify these Official Rules however it deems appropriate to correct any such ambiguity or error(s).
LEGAL WARNING: ANY ATTEMPT BY AN INDIVIDUAL, WHETHER OR NOT A PARTICIPANT, TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THIS CHALLENGE IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES AND PURSUE ALL OTHER REMEDIES AGAINST ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW.
Sponsor reserves the right, at its sole discretion, to disqualify any individual deemed to be (a) tampering or attempting to tamper with the entry process or the operation of the Challenge or Sponsor’s intellectual property; (b) acting in violation of these Official Rules or in an unsportsmanlike or disruptive manner; or (c) intending to annoy, abuse, threaten or harass any other entrants or any Challenge Parties.
For California Residents Only: You hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
* Disputes; Class Action Waiver: Except where prohibited, Participants agree that any and all disputes, claims and causes of action arising out of, or connected with, the Challenge or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in New York, NY. Participants consent to the jurisdiction of the state and federal courts of New York with respect to any action, dispute or other matter pertaining to or arising out of this Challenge or these Official Rules. ALL PARTICIPANTS HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THIS CHALLENGE WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
* Cancellation: If for any reason the operation or administration of this Challenge is impaired or incapable of running as planned for any reason, including but not limited to (A) infection by computer virus, bugs, (B) tampering, unauthorized intervention, (C) fraud, (D) technical failures, or (E) any other causes beyond the control of the Sponsor which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Challenge, the Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Challenge in whole or in part, at any time, without notice and award the prize, if possible, using all non-suspect eligible entries received as of, or after (if applicable) this cancellation, termination, modification or suspension date, or in any manner that is fair and equitable and best conforms to the spirit of these Official Rules.
* Failure by the Sponsor to enforce any provision of these Official Rules shall not constitute a waiver of that provision.
* Publicity Release: Except where prohibited by law, by accepting a prize, each winning Participant hereby grants Sponsor and its representatives an irrevocable, perpetual, worldwide, royalty-free, non-exclusive and sub-licensable right and license to use, distribute, and publicly display the winner’s name and information about the prize award, in any way, at any time, in any and all media, including without limitation, for use in advertising and marketing, without any additional approval or consideration. By accepting a prize, each winning Participant represents and warrants that they have the right to grant the foregoing license.
CONTACT: Any questions, complaints or issues should be addressed to challenges@nlx.ai. All winners shall be announced on Sponsor’s website on or about two (2) weeks from the date specified as the Challenge deadline on the corresponding Challenge's Page. For the name of the winners, send an email to challenges@nlx.ai. Requests must be received no later than sixty (60) days after the end of the Entry Period.