Read this before you click Submit.
By clicking Submit, you are doing five important things:
If any of this is not acceptable to you, do not click Submit. Submitting is voluntary. You can withdraw from the Competition at any time before you click Submit, with no consequence.
The full terms that follow are the legal version of this summary. The legal version controls. Please read it carefully.
In these Submission Terms:
1.1 “Applicable Law” means all laws, statutes, regulations, and binding government orders applicable to McCarthy’s or to you.
1.2 “Competition” means the specific McCarthy’s AI competition into which you are submitting work.
1.3 “McCarthy’s” means Verta Ventures Inc., operating as McCarthy’s AI, having its registered address at 80 Mill Street, No. 1209, Toronto, Ontario, M5A 4T3, Canada.
1.4 “Participant”, “you”, or “your” means the individual making the Submission.
1.5 “Sponsor” means the company funding and operating the Competition through McCarthy’s.
1.6 “Submission” means the work, files, materials, data, code, models, prompts, documentation, images, audio, video, text, designs, and any other content you upload, transmit, paste, or otherwise provide into a Competition, together with any associated metadata.
1.7 “Pre-Existing Materials” means materials, code, content, data, designs, models, or other items that existed before the Competition or that you created independently of the Competition, and that you incorporate into the Submission.
1.8 “Third-Party Materials” means materials owned by, or licensed from, someone other than you, that you incorporate into the Submission, including open-source code, pre-trained models, stock images, licensed datasets, and any output of AI tools that may carry third-party rights.
2.1 Full assignment. Effective at the moment you click Submit, you irrevocably and unconditionally assign and transfer to McCarthy’s, in perpetuity, throughout the universe, all of your right, title, and interest, including all intellectual property rights, in and to the Submission. This includes, without limitation:
2.2 Scope. The assignment in Section 2.1 covers the Submission as a whole and every part of it, including draft and intermediate versions stored on the Platform, every modification or improvement you make to the Submission as part of the Competition, and all metadata associated with the Submission.
2.3 Consideration. The assignment is made in consideration of (a) your opportunity to participate in the Competition, (b) any Prize awarded, and (c) other good and valuable consideration including the recognition of your work via the Platform, the receipt and sufficiency of which you acknowledge.
2.4 Further assurances. You will, at McCarthy’s reasonable request and at McCarthy’s reasonable expense, execute and deliver any further documents and take any further actions necessary to perfect, record, or enforce the assignment in Section 2.1, including assignments in a form suitable for filing with patent or copyright offices in any jurisdiction. If you fail to do so within fifteen (15) days of a written request, you irrevocably appoint McCarthy’s as your attorney-in-fact, with full power of substitution, to execute such documents and take such actions in your name.
3.1 Waiver. To the maximum extent permitted by Applicable Law (including but not limited to section 14.1 of the Copyright Act (Canada)), you irrevocably waive in favour of McCarthy’s, and its successors, assigns, and licensees, all of your moral rights and any analogous rights in any jurisdiction in the Submission, including the right of attribution, the right of integrity, and the right to associate the Submission with any product, service, cause, or institution.
3.2 Effect of waiver. As a result of the waiver in Section 3.1, McCarthy’s and its successors, assigns, and licensees may, without notice or consent, modify, adapt, combine, edit, abridge, expand, translate, recontextualize, and associate the Submission with any product, service, brand, cause, or institution, and use the Submission with or without attribution to you.
3.3 Non-waivable rights. If any moral right cannot be waived under the Applicable Law of any jurisdiction, you grant McCarthy’s a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence to use, exercise, and otherwise enjoy that right to the maximum extent permitted, and you covenant not to assert that right against McCarthy’s or its successors, assigns, or licensees.
4.1 Disclosure required. At the time of submission, you will disclose, in the form provided by McCarthy’s: (a) every Pre-Existing Material incorporated into the Submission, including a brief description, and (b) every Third-Party Material incorporated into the Submission, including its source and license.
4.2 Pre-Existing Materials excluded from assignment by default. The assignment in Section 2.1 does not transfer ownership of Pre-Existing Materials. However, you grant McCarthy’s a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, reproduce, modify, distribute, publicly display, publicly perform, and create derivative works of every Pre-Existing Material incorporated into the Submission, solely to the extent necessary to use the Submission as a whole.
4.3 Third-Party Materials must be appropriately licensed. You may include Third-Party Materials in the Submission only if they are licensed in a way that permits (a) McCarthy’s use of the Submission as contemplated by these Submission Terms, and (b) onward licensing by McCarthy’s to third parties as contemplated by Section 5.
4.4 AI tool outputs. You may use AI tools to create or assist in creating the Submission. You will disclose at the time of submission which AI tools you used and for what part of the work. You warrant that you have a sufficient legal basis (whether through licence terms, public domain, or otherwise) to incorporate the AI outputs into the Submission and to assign or license those AI outputs to McCarthy’s as part of the Submission.
4.5 Open-source materials. If the Submission includes open-source code, you will identify each open-source component and its license. You must not include components whose license terms (for example, strong copyleft licenses) would impose conditions on McCarthy’s onward use that McCarthy’s would find unacceptable. If in doubt, ask before including; if undisclosed and incompatible open-source content is included, McCarthy’s may disqualify the Submission and require you to indemnify it under Section 8.
4.6 Replacement or disqualification. If, after submission, it appears that a Pre-Existing Material or Third-Party Material cannot be transferred or used as contemplated by these Submission Terms, McCarthy’s may (a) require you to replace the affected component within a reasonable time, or (b) disqualify the Submission. McCarthy’s is under no obligation to permit replacement.
5.1 Broad use rights. Without limiting the rights McCarthy’s acquires by virtue of the assignment in Section 2 and the licences in Section 4, McCarthy’s and its successors, assigns, and licensees may use the Submission for any purpose, including but not limited to:
5.2 Portfolio licence to you. McCarthy’s grants you a non-exclusive, non-transferable, revocable licence to display the Submission on your personal portfolio (whether on a website, in a job application, or in a similar personal-use context), provided that you (a) clearly state the Submission was created for a McCarthy’s AI Competition, (b) do not use the Submission to make any commercial offering of competing services, and (c) do not sublicense or assign the licence to anyone. McCarthy’s may revoke this licence at any time on written notice.
5.3 No additional compensation. Except for any Prize you may receive, you are not entitled to any further compensation, royalty, share of revenue, or other payment in respect of McCarthy’s use of the Submission, regardless of how the Submission is used, by whom, or for what financial or non-financial benefit.
You represent and warrant, at the moment of submission and continuingly thereafter, that:
7.1 Permission. You consent to McCarthy’s use of your name, likeness, biographical information, location (general), photograph (where provided), and Submission for marketing and editorial purposes, including in connection with the Competition, in promotional materials for McCarthy’s and the Platform, in case studies, and in social media, in each case worldwide, in any medium, and in perpetuity.
7.2 No additional consent required. You acknowledge that the consent in Section 7.1 is sufficient and that McCarthy’s may rely on it without seeking further consent on a case-by-case basis.
7.3 Right to opt out of specific uses. You may request in writing that McCarthy’s stop a specific identifiable use of your name or likeness on a going-forward basis (for example, removal of a particular social-media post or marketing page). McCarthy’s will consider the request reasonably but is not obligated to grant it unless required by Applicable Law.
8.1 Scope. You will defend, indemnify, and hold harmless McCarthy’s, its directors, officers, employees, contractors, successors, assigns, and licensees from and against any third-party claim, demand, action, loss, damage, liability, fine, settlement, cost, or expense (including reasonable legal fees) arising out of or relating to:
8.2 Procedure. McCarthy’s will (a) promptly notify you of any claim for which it seeks indemnification, (b) give you reasonable cooperation in the defence, and (c) give you control of the defence and settlement at your reasonable expense, provided that McCarthy’s may participate in the defence with its own counsel at its own expense, and provided further that you may not settle any claim in a way that admits McCarthy’s liability or imposes any non-monetary obligation on McCarthy’s without McCarthy’s prior written consent.
9.1 Irrevocability. Once you click Submit, you cannot withdraw the Submission, retract the assignment, retract the licences, retract the warranties, or revoke the publicity release in respect of work submitted, whether or not you are selected as a Winner, and whether or not you receive any Prize.
9.2 No buy-back. McCarthy’s is not obligated to sell, license back, or otherwise transfer to you any rights in the Submission, regardless of any offer you may make.
10.1 McCarthy’s discretion. McCarthy’s may, at its discretion, treat the contents of the Submission as confidential or as public. McCarthy’s typically does not publish the full contents of every Submission, but it may, consistent with Section 5, do so.
10.2 Other Participants. Other Participants in the same Competition do not have access to your Submission unless McCarthy’s expressly enables peer review or public showcase as part of the Competition design and you are notified of that design in the published rules.
10.3 Sponsor and External Judges. The Sponsor and any External Judges for the Competition will have access to your Submission for the purpose of evaluating and judging. They are bound to keep Submissions confidential as set out in the Sponsor Agreement.
11.1 Right to refuse or remove. McCarthy’s may, at any time and at its sole discretion, refuse to accept a Submission, remove a Submission, or take any other action it considers appropriate, including without limitation if McCarthy’s reasonably believes the Submission: (a) violates these Submission Terms; (b) violates any third party’s rights; (c) is unlawful; (d) is offensive, harmful, or inappropriate; (e) is dishonest, fraudulent, plagiarized, or substantially generated by undisclosed means; or (f) creates risk of harm to McCarthy’s, the Platform, the Sponsor, or other persons.
11.2 Effect on assignment. Removal or refusal of a Submission does not affect the assignment, licences, warranties, or other obligations you have made under these Submission Terms in respect of any version of the Submission previously submitted.
By clicking the “I accept and submit” checkbox or any equivalent action, you acknowledge and agree that:
13.1 Governing law. These Submission Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
13.2 Disputes. Disputes arising out of or relating to these Submission Terms are resolved as set out in Section 17 of the Participant Agreement.
13.3 Survival. These Submission Terms survive (a) closure of your Participant account, (b) termination of the Participant Agreement, (c) end of the Competition, (d) disqualification of the Submission, and (e) any change in McCarthy’s corporate structure. No surviving obligation lapses by mere passage of time.
13.4 Severability. If any provision of these Submission Terms is held unenforceable, the rest remain in force, and the unenforceable provision will be modified to the minimum extent necessary.
13.5 Headings. Headings are for convenience and do not affect interpretation.
13.6 Language. The English version of these Submission Terms is controlling.
13.7 Interpretation. “Including” means “including without limitation”. References to writing include electronic communications. The singular includes the plural.
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