Terms And Conditions

These MTA Genius Transit Challenge Terms and Conditions (our “Agreement”) are between the Metropolitan Transportation Authority (the “MTA,” “we” or “us”) and the individual or entity identified on the Challenge Application Form (the “Applicant” or “you”).

THIS AGREEMENT IS AN ENFORCEABLE, LEGALLY BINDING CONTRACT BETWEEN YOU AND THE MTA. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE CHALLENGE.

 

  • 1. Defined Terms. We use key words frequently in this Agreement, such as “Applicant,” “Challenge,” and “Submission,” and for clarity we’ve given these words specific definitions. We identify the words that have a definition by beginning the word with a capital letter, and you’ll find the associated definitions in Section 17 (Definitions).
  • 2. Your Acceptance of this Agreement. When you accept this Agreement, you confirm (a) that you understand and agree to be legally bound by this Agreement, and (b) that you are eligible to participate in the Challenge. You accept this Agreement by taking the following actions:
    • 2.1. The Signature Process. At the end of the application process, we ask you to electronically sign this Agreement by typing your name in the signature space on the Application Form and clicking “I accept.” All Applicants to the Challenge are required to sign this Agreement, and if you choose not to sign we will not be able to accept your Submission.
    • 2.2. Your Authority to Sign this Agreement. If you are making a Submission on behalf of a Team, when you sign this Agreement you are assuring us that you have the authority to represent that Team, and to legally bind the Team as a whole to this Agreement. If you are making a Submission on behalf of an Author that has not reached Legal Age as of the date of the Submission, when you sign this Agreement you are assuring us that you are the parent or legal guardian of the Author, and have authority to act on his or her behalf.
  • 3. Eligibility. All individuals and Teams are eligible to participate in the Challenge, except in the following circumstances:
    • 3.1. Circumstance No. 1: Age Requirements. Although we encourage innovators of all ages to participate in the Challenge, you must have reached Legal Age in order to sign this Agreement and complete the application process. If you have not yet reached Legal Age, you are still entitled to prepare and create a Submission – and your Submission will be evaluated in the same manner as all other Submissions – but you will need to have your parent or legal guardian sign this Agreement and complete the application process on your behalf.
    • 3.2. Circumstance No 2: Related Parties and Sanctioned Parties. In fairness to other Applicants, we cannot accept Submissions from (a) Evaluators, the companies (if any) that they own, are employed by, or are otherwise affiliated with, (b) Family Members of Evaluators, (c) Applicants who are subject to, or reside in jurisdictions that are subject to, trade restrictions or sanctions under Applicable Law, (d) employees, officers, MTA Board members, or directors of the MTA or MTA-Affiliated Entities, and (e) individuals (or Family Members of such individuals) who have provided or will provide Challenge-related advice to the MTA or New York State, or who participated in the creation of the Challenge, the Challenge guidelines, or this Agreement.
  • 4. The Genius Transit Challenge. The Challenge is an international competition that seeks innovative solutions to increase the capacity and improve the reliability of the New York City subway system. We seek best-practices solutions that can be implemented with speed and efficiency. Submissions to the Challenge must address one or more of the following categories:
    • 4.1. Category 1: Improve Subway System Signaling. To qualify for this Category, your Submission must meet the following core objectives: either (a) accelerate dramatically the deployment of Communications-Based Train Control (CBTC) or a related version of such technology, or (b) identify alternate signaling or other solutions that offer technological advantages or that can be deployed on a more expedited timeframe than current CBTC solutions.
    • 4.2. Category 2: Rapidly Deploy Better Subway Cars to the System. To qualify for this Category, your Submission must meet the following core objectives: either (a) enable faster delivery of new subway cars capable of supporting modern communications and train control, or (b) identify strategies for rapid refurbishment of existing cars in order to: (i) permit adoption of modern communications and train control, (ii) improve car reliability and reduce breakdown rates, and/or (iii) improve rider experience – e.g., interior car design, lighting, electronic device charging ports.
    • 4.3. Category 3: Increase Subway System Communications Infrastructure. To qualify for this Category, your Submission must meet the following core objectives: increase the communications infrastructure so as to support modern train control systems, operate in tunnels, subway cars, and stations, and provide an outstanding degree of reliability, and may include proposals for communications infrastructure to support rider applications, including cellular service and (as a future option) Wi-Fi service, and/or other technology-driven solutions to improve rider experience.
    • 4.4. Other Innovations. We may in our sole discretion, allow you to make a Submission via the application process that is ineligible for an Award and does not qualify for the Categories set out in Section 4.1 (Category 1: Improve Subway System Signaling), Section 4.2 (Category 2: Rapidly Deploy Better Subway Cars to the System), Section 4.3 (Category 3: Increase Subway System Communications Infrastructure), but that you would like to provide to us because you believe that it is innovative and can help improve the capacity and improve the reliability of the New York City subway system, or otherwise provide a benefit (each, an “Award-Ineligible Submission”).
    • 4.5. Multiple Submissions; Proper Form. You are entitled to enter multiple Submissions, and to make Submissions to one, two, or all three Categories. When you do so, to permit efficient evaluations you must comply with the following: (a) if you have multiple concepts to submit in one Category, separate the concepts in a logical manner, and include one concept per Submission, (b) if you plan to submit concepts to more than one Category, do not “mix” Categories in a single Submission. Here’s an example of filing in multiple Categories: assume you have concepts in two of the Categories (e.g., 1 and 3). Call them “Category 1 Concept” and “Category 3 Concept.” This is the rule:
      CorrectCategory 1 ConceptSubmission A
      Category 3 ConceptSubmission B
      IncorrectCategory 1 ConceptSubmission X
      Category 3 Concept
    • 4.6. Important Notice Concerning Award-Ineligible Submissions. Those Categories described in Section 4.1 (Category 1: Improve Subway System Signaling), Section 4.2 (Category 2: Rapidly Deploy Better Subway Cars to the System), or Section 4.3 (Category 3: Increase Subway System Communications Infrastructure) are each referred to as a “Category”. The other innovations submission described in Section 4.4 (Other Innovations) is referred to as an “Award-Ineligible Group”. The distinction between Categories and the Award-Ineligible Group is important – Submissions that qualify for a Category may be eligible for an Award, and Submissions that qualify for the Award-Ineligible Group are not eligible for an Award.
    • 4.7. The Award. Subject to the terms and conditions of this Agreement, we will award up to $1,000,000 (One Million Dollars) in each of the three Categories. Where an Applicant makes Submissions to more than one Category, the Applicant will be eligible win an Award in each of the submitted Categories. Depending on the quality of Submissions in a particular Category, we may select multiple winners for that particular Category, and apportion up to a $1,000,000 Award for that Category among them.
    • 4.8. Application Procedure and Deadline for Submissions. To apply, visit the Challenge Portal (which opens June 29, 2017), review the information we’ve provided there, and complete the application process. Assuming you qualify, you will then have until 4:29:59 PM New York time (i.e., Eastern Daylight Time) on August 11, 2017 to provide your Submission. Your Submission will be date-and-time stamped via automated means at our Challenge Portal, and this date-and-time stamp will determine whether your Submission is timely. Do not wait “until the last minute” as you bear the risk of delays caused by outages, latency, or downtime outside our network.
  • 5. Conducting the Challenge: Two Phases. We will conduct the Challenge in two phases.
    • 5.1. Phase 1. This is the preliminary phase of the Challenge, where the Evaluation Committee reviews each Applicant’s Award-Eligible Submission to determine whether the Applicant will advance to Phase 2. We reserve the right in our sole discretion, and have no obligation, to review Award-Ineligible Submissions.
    • 5.2. Phase 1 Evaluation Criteria. The Evaluation Committee in Phase 1 will evaluate Award-Eligible Submissions based upon the following criteria and weighting (expressed in brackets as a percentage – [xy %] – for each of the criteria):
      • 5.2.1.1. Core Objectives [50%]: the Award-Eligible Submission fully addresses the core objectives for the Category at issue;
      • 5.2.1.2. Implementability [20%]: implementable in a rapid timeframe throughout the Subway System;
      • 5.2.1.3. Cost-Reasonableness [10%]: the Award-Eligible Submission can be implemented at a reasonable cost; and
      • 5.2.1.4. Innovativeness [20%]: the Award-Eligible Submission includes ideas, methods or products that are unique, inventive, and valuable.
    • 5.3. Phase 1 Scoring; Advancing to Phase 2. The Evaluation Committee will score the Award-Eligible Submissions, using the weighting and criteria identified above, and pass their scores on to us. We’ll then select which of the highest ranked Award-Eligible Submissions in each category will advance to Phase 2. We’ll promptly notify you if your Award-Eligible Submission is selected for Phase 2
    • 5.4. Phase 2. Phase 2 will commence after we have notified the Applicants who will advance to this phase. In Phase 2, all Applicants (the “Phase 2 Applicants”) will have the opportunity to supplement and refine their Award-Eligible Submissions (the “Phase 2 Submissions”). We will announce the deadline for Phase 2 Submissions at the start of Phase 2.
    • 5.5. Phase 2 MTA Confidential Information Disclosures. Please note that, subject to Section 6 (Confidentiality), we will likely provide Phase 2 Applicants with Confidential Information targeted to Subway System requirements and other relevant subject matter areas. We will expect Phase 2 Applicants to address these materials in their Phase 2 Submissions.
    • 5.6. Phase 2 Sequence. Phase 2 will proceed as follows: the Evaluation Committee will review all Phase 2 Submissions received by the filing deadline, and select qualified Phase 2 Submissions in each Category as applicable. The Evaluation Committee will present these Phase 2 Submissions to the Finalist Judges, who will then conduct their review.
    • 5.7. Phase 2 Evaluation Criteria. To judge Phase 2 Submissions, the Evaluation Committee and the Finalist Judges will use the following criteria and weighting:
      • 5.7.1.1. Core Objectives [40%]: the Phase 2 Submission as supplemented – and as considered under heightened Phase 2 scrutiny – in fact fully addresses the core objectives for the Category at issue;
      • 5.7.1.2. Implementability [25%]: the Phase 2 Submission as supplemented – and as considered under heightened Phase 2 scrutiny – in fact is implementable in a rapid timeframe throughout the Subway System;
      • 5.7.1.3. Cost-Reasonableness [30%]: the Phase 2 Submission as supplemented – and as considered under heightened Phase 2 scrutiny – in fact can be implemented at a reasonable cost; and
      • 5.7.1.4. Innovativeness [5%]: the Phase 2 Submission as supplemented – and as considered under heightened Phase 2 scrutiny – in fact includes ideas, methods or products that are unique, inventive, and valuable.
    • 5.8. Final Determination. When the Evaluation Committee and the Finalist Judges have completed their evaluations, we will then make the final determination of the Awards. We will make this determination in our best interests, and we reserve the right to select the Award-Eligible Submissions that, in our view, are fair, reasonable, and most advantageous to us. The MTA is the sole judge of which Award-Eligible Submissions are in its best interests, and the MTA’s decision in this regard shall be final and binding on all Applicants. Please note that the MTA reserves the right not to select any Award-Eligible Submissions in one or more Categories; the MTA has no obligation to make an Award and no obligation to implement any Submission.
    • 5.9. Announcement of Winners. Once we have made our decisions, we will publicly announce the winners in each Category.
    • 5.10. Issuance of the Award. To receive an Award, each winner will be required to execute MTA contracting documents. If the Applicant is a Team, the Team must designate in writing an individual to receive the Award on the Team’s behalf. We will pay each Award in a lump sum after we (a) verify the winning Applicant’s identity and compliance with the terms of this Agreement, and (b) report the Award to taxing authorities as required by Applicable Law. All taxes specified under Applicable Law are the sole responsibility of Award recipients.
  • 6. Confidentiality. One of us (each, a “Disclosing Party”) may provide Confidential Information to the other (the “Receiving Party”) (and vice versa) in connection with the Challenge. This Section governs our treatment of each other’s Confidential Information. (Please note that the MTA will be a Disclosing Party only in Phase 2, because no MTA Confidential Information will be released in Phase 1).
    • 6.1. Confidential Treatment. The Receiving Party shall not disclose or use the Disclosing Party’s Confidential Information except as expressly permitted under this Agreement, and shall at all times exercise reasonable care to safeguard such Confidential Information.
    • 6.2. Exceptions. The Parties' obligations of confidentiality and non-use shall not apply where the information (that would otherwise qualify as Confidential Information): (a) is or after the Effective Date becomes publicly available or part of the public domain through no fault of the Receiving Party; (b) was in the Receiving Party’s possession at the time of receipt; (c) is received from a Third Party without restriction and without breach of an obligation of confidentiality to the Disclosing Party; or (d) was independently developed by the Receiving Party without reliance on the Disclosing Party's Confidential Information.
    • 6.3. Compelled Disclosure. The Receiving Party is entitled to disclose Confidential Information as necessary pursuant to any court order, or lawful requirement of a governmental agency or arbitrator (collectively, a “Disclosure Order”), or when disclosure is required by operation of law, including disclosures pursuant to any applicable securities laws and regulations. The Receiving Party shall use reasonable efforts to notify the Disclosing Party of a Disclosure Order, and reasonably cooperate with the Disclosing Party (at the Disclosing Party’s expense), in protecting against or minimizing disclosure under the Disclosure Order, or in obtaining a protective order.
    • 6.4. Freedom of Information Requests. The New York State Freedom of Information Law (N.Y. Public Officers Law Section 84 et seq.) applies to the Challenge and to your Submission. Although we will protect the confidentiality of your Submission as set out in this Section 6 (Confidentiality), the Freedom of Information Law may be interpreted to override these protections. You understand and agree that, under the Freedom of Information Law, your Submission might be made public.
    • 6.5. Duration of Your Confidentiality Obligations. You agree to protect the confidentiality of our Confidential Information for as long as the information remains outside of the exceptions listed in Section 6.2 (Exceptions), and you acknowledge that this may require you to maintain confidentiality both during and after completion of the Challenge.
    • 6.6. Duration of Our Confidentiality Obligations. To avoid giving one Applicant an unfair advantage over another during the Challenge, we will protect each Applicant’s Submission as the Applicant’s Confidential Information, up to and including the date we announce the Award. After that date, we will be entitled to publicly use and disclose the Submissions (and associated Confidential Information) in connection with our exercise of rights under Section 7 (Intellectual Property Rights).
    • 6.7. Internal Disclosures for Evaluation and Processing Purposes. We will disclose your Submission (and other elements of your application) to Evaluation Committee members, Finalist Judges, officials and employees of Covered NYS Entities, and our consultants, as needed, for purposes of evaluating your Submission, processing your application, monitoring compliance with this Agreement, and addressing other issues in connection with the Challenge (collectively, the “Evaluation and Processing Purposes”). We will instruct each of these recipients to maintain the confidentiality of your Submission (and any associated Confidential Information) in the manner set out in this Section 6 (Confidentiality).
  • 7. Intellectual Property Rights. We respect your Intellectual Property Rights, and balance both of our interests in these rights via this Section 7 (Intellectual Property Rights). By submitting your Application, you agree as follows:
    • 7.1. Your Retention of Ownership. Although you grant us certain limited licenses (detailed below), you retain ownership of all Intellectual Property Rights that you hold in your Submitted Technology. You remain free to commercialize your Submission (and your associated Intellectual Property) and you have no obligation to share with us any compensation, fees, royalties, or other benefits that you receive from commercializing these assets.
    • 7.2. Testing and Validation License to Patents. Although you retain ownership of your Patents, you hereby grant us a limited license to exercise any Patents that you hold in the Submitted Technology, which is restricted to uses (i) solely for purposes of evaluating, testing, prototyping, and validating the Submitted Technology (in laboratory, beta, real-time, in-the-field, and other similar environments), and (ii) solely for purposes of the Subway System. This license is:
      • 7.2.1.1. Restricted in Scope. As set forth above, our license to modify, use, make, have made, and otherwise implement the Submitted Technology are limited to uses (a) solely for purposes of evaluating, testing, prototyping, and validating the Submitted Technology (in laboratory, beta, real-time, in-the-field, and other similar environments), and (b) solely for purposes of the Subway System.
      • 7.2.1.2. Restricted in Term. Our right to use your Submitted Technology is restricted in term, as follows: (a) from the time submitted in the Challenge up to the time of an Award, whether or not you have terminated this Agreement (for cause or otherwise) and (b) if you receive an Award, for an additional period of one (1) year thereafter (the "Patent License Period"). During the Patent License Period, the license shall be irrevocable, meaning we are entitled to use your Submitted Technology throughout the Patent License Period (and for as long as it is protected by Applicable Law).
      • 7.2.1.3. Non-Exclusive. You can grant others a similar (or different) license to this Intellectual Property.
      • 7.2.1.4. Paid-Up and Royalty-Free. During the Patent License Period, we do not and will not owe you compensation or further benefits when we use your Submitted Technology within the restricted scope and during the Patent License Period. If you receive an Award, and we request your assistance, post-Award, during the remainder of the Patent License Period in connection with our evaluating, testing, prototyping, and validating the Submitted Technology (in laboratory, beta, real-time, in-the-field, and other similar environments), you agree to provide us with your assistance on commercially reasonable terms that shall be subject to the agreement of the Parties.
      • 7.2.1.5. Sublicenseable. We are entitled (a) to permit our contractors, consultants, and other interested parties to exercise the licensed rights on our behalf, subject to their agreement to observe Confidentiality requirements consistent with Section 6 (Confidentiality); and (b) to permit Covered NYS Entities to exercise the licensed rights on their own behalf, subject to those Confidentiality requirements.
    • 7.3. License to Non-Patent Intellectual Property. Although you retain ownership in your Intellectual Property, you hereby grant to us a license to exercise any Non-Patented Intellectual Property that you hold in the Submitted Technology, and your grant of rights to us in your Non-Patented Intellectual Property otherwise is: (i) non-exclusive; (ii) paid-up and royalty-free; (iii) irrevocable; (iv) sublicensable; (v) restricted (in part), as specified in Section 7.4 (Non-Patent Intellectual Property License: Scope and Restrictions); and (vi) sufficient to ensure that we are free to continue to act without restriction by you, as further specified in Section 7.5 (Freedom of Action).
    • 7.4. Non-Patent Intellectual Property License: Scope and Restrictions. Our rights to your Non-Patented Intellectual Property, as set out in Section 7.3 (License to Non-Patent Intellectual Property) permit us to modify, use, make, have made, and fully implement the Submitted Technology, but we may exercise these rights solely for purposes of the Subway System and other New York State transportation needs. Please note that, unlike the Patent license under Section 7.2 (Testing and Validation License to Patents), we are permitted to use your Intellectual Property to fully implement the Submitted Technology, including use in revenue service, for day-to-day transportation use, and for all rolling stock and other assets (collectively “Full-Service Use”).
    • 7.5. Freedom of Action. The MTA and Covered NYS Entities remain free and unfettered, in their discretion and at any time, to develop, commission, use, and otherwise exploit products, services, and solutions similar (or even identical) to, or competitive with, your Submitted Technology; provided the MTA does not infringe valid Intellectual Property Rights owned by you (unless you have granted us these rights under this Section 7 (Intellectual Property Rights) (collectively, “Permitted Downstream Uses”). You will not be entitled to any compensation based on Permitted Downstream Uses, including in connection with any subsequent procurements (whether or not they involve Submitted Technology). You may, if you wish, restrict us to exercising these rights solely for purposes of the Subway System and other New York State transportation needs.
    • 7.6. No License to Patent Rights for Full Service Use; FRAND Obligations. Although we hold a testing and validation license to your Patents, and a broad license to your Non-Patented Intellectual Property (as set out above), we emphasize that we have not asked for, and you have not provided, the right to exercise your Patents for Full-Service Use. We may in the future seek such rights to your Patents. If we do so, you hereby irrevocably agree to grant us, at a minimum, a non-exclusive, irrevocable, sublicenseable, Full-Service Use license on terms that are fair, reasonable, and non-discriminatory (so-called “FRAND” licensing terms). Such pricing shall be competitive with (or more favorable to us than) comparable third party solutions available on the market.
  • 8. Privacy.
    • 8.1. Personal Information. We will collect personal information from our Applicants in connection with the Challenge. This information will be used only for Evaluation and Processing Purposes (except as provided in Section 8.2 (Permitted Use of Name and Likeness)), and will otherwise be subject to the New York State and MTA privacy policies, located at:
    • 8.2. Permitted Use of Name and Likeness. If you become an Award recipient, you agree to permit the MTA to use for publicity, advertising and promotional purposes (“Publicity Purposes”): (a) your name and likeness, (b) your town or city and state, province or country, (c) Award and Submission information, and (d) statements you make about the Challenge, all without additional permission or compensation. If you made the Submission in the capacity as the parent or legal guardian of the Award recipient, you hereby agree to provide the consents necessary for such Publicity Purposes, all without additional permission or compensation. If you are not an Award recipient, we will not use your name and likeness (or any of the other information identified in the preceding sentence) for Publicity Purposes without your express opt-in permission.
    • 8.3. Responsibility Reviews and Background Checks. In connection with our Finalist Judges’ review of a Phase 2 Submission, we reserve the right to require the Applicant to undergo a background check and/or contractor responsibility review. If the Applicant declines to submit to this background check and/or contractor responsibility review, or if warranted by the results of the background check and/or contractor responsibility review, we may disqualify the Applicant from, or impose conditions on continued participation in, the Challenge.
    • 8.4. Responsibility Reviews for Corporate Entities. Where an Applicant is a corporate entity, and where advisable in the MTA’s judgment, the MTA may conduct responsibility reviews and/or background checks as to the Applicant’s principals, officers, and directors, the Applicant’s employees, and entities that (directly, or indirectly through one or more intermediaries) control, are controlled by, or are under common control with the Applicant.
  • 9. Representations, Warranties, and Disclaimers.
    • 9.1. Your Representations and Warranties. In connection with your Submission and participation in the Challenge, you represent and warrant that:
      • 9.1.1.1. The information you provided in your application is true and accurate to the best of your knowledge and ability;
      • 9.1.1.2. Your Submission, to the best of your knowledge and ability, does not infringe a third party’s Intellectual Property Rights (with the exception of those third party Intellectual Property Rights that you identified in your application); and
      • 9.1.1.3. You are the Author (or a contributing Author) of the Submission (unless you are acting as the parent or legal guardian of an underage Author).
    • 9.2. Disclaimer of Warranties; Release. THE MTA AND THE COVERED NYS ENTITIES MAKE NO WARRANTIES, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW EXPRESSLY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, AND INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU HEREBY RELEASE THE MTA, THE COVERED NYS ENTITIES, THEIR RESPECTIVE OFFICERS, MTA BOARD MEMBERS, EMPLOYEES, CONTRACTORS, and CONSULTANTS, THE EVALUATORS, AND ADVISORS TO THE CHALLENGE (COLLECTIVELY, THE “released parties”) FROM ANY AND ALL LIABILITY FOR LOSS, HARM, DAMAGE, INJURY, COST OR EXPENSE WHATSOEVER WHICH MAY OCCUR IN CONNECTION WITH OR PARTICIPATION IN THE CHALLENGE OR THE ACCEPTANCE, USE, MISUSE OR NON-USE OF ANY AWARD.
  • 10. Limitation of Liability.
    • 10.1. All-Inclusive Liability Limitation; Limited and Sole Exception for MTA License Violations. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES SHALL NOT BE LIABLE FOR DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE CHALLENGE, THE AWARD, SUBMISSIONS, OR ANY ACTIVITIES IN CONNECTION WITH THE CHALLENGE, THE SUBMISSIONS, OR THE AWARD, WITH SOLE AND EXCLUSIVE EXCEPTION THAT THE MTA SHALL BE RESPONSIBLE FOR DAMAGES CAUSED BY ITS EXCEEDING THE SCOPE OF THE LICENSES GRANTED TO IT IN SECTION 7 (Intellectual Property Rights) (an “MTA License Violation”), ALL AS SPECIFIED AND EXPRESSLY LIMITED IN SECTION 10.2 (MTA License Violations). IN NO EVENT SHALL THE RELEASED PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED USD $5.00 (Five Dollars), WITH THE EXCEPTION THAT THE LIMIT OF LIABILITY OF THE MTA FOR MTA LICENSE VIOLATIONS SHALL BE AS SET OUT IN SECTION 10.2 (MTA License Violations).
    • 10.2. MTA License Violations. IN NO EVENT SHALL THE MTA’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING FROM MTA LICENSE VIOLATIONS EXCEED USD $1,000,000.00 (One Million Dollars).
  • 11. Limitations and Controls.
    • 11.1. Challenge-Coordinators; Permitted Communication Channels. We’ve appointed a group of individuals as our “Challenge-Coordinators.” Please communicate any questions or requests for assistance directly to the Challenge-Coordinators, using the process specified on the Challenge Portal. Do not communicate with the Evaluators, or ask questions about the Challenge of (or otherwise communicate about the Challenge with) the MTA, the Covered NYS Entities, or their officers, employees, consultants, or contractors, unless a Challenge Coordinator is present. This prohibition is designed to prevent the appearance (or occurrence) of favoritism, unfair access, or other conflicts of interest. Applicants that fail to comply with these requirements may be disqualified from the Challenge.
    • 11.2. Consent to Electronic Transactions. During the Challenge, we plan to communicate with you electronically – and conduct Challenge-related transactions with you electronically – using email, notices on the Challenge Portal, and other electronic means. You agree to receive, exchange, and engage in these types of electronic communications with us.
    • 11.3. Acceptable Use Policy. You are prohibited from using the Challenge Portal or other resources or functions associated with the Challenge: (a) in a way prohibited by Applicable Law; (b) to violate the legal rights of others, to cheat, to plagiarize, or to engage in other unfair or deceptive activities; (c) to gain or attempt to gain unauthorized access to or disrupt any device, data, account, service, or network associated with the Challenge; (d) to distribute spam or malware; or (e) in a way that could materially harm the operations or functionality of the Challenge Portal or interfere with the Challenge.
    • 11.4. Change in Circumstances. We reserve the right to terminate, modify, extend, or suspend the Challenge if we determine, in our sole discretion, that such action is warranted (a “Change in Circumstances”). In such case, we may select winners from eligible Submissions received prior to and/or after (if appropriate) the Change in Circumstances.
  • 12. Indemnification. The Applicant agrees to indemnify, defend, and hold the MTA and Covered NYS Entities (and their successors, officers (including MTA Board members), directors, and employees) harmless from complaints, causes of action, demands, costs, liabilities, expenses and damages (including attorneys’ fees) arising out of a claim that, if true, would constitute a breach of the Applicant’s non-infringement warranty set out in Section 9.1.1.2 There is an exception to this obligation: you are not obligated to indemnify us (or the other entities and individuals specified above) if and only to the extent that we have modified your Submitted Technology, and it is determined that these modifications are the cause of the infringement. Please understand that, in the case of a patent infringement action, and to avoid uncertainty, our modifications excuse you under this Section 12 (Indemnification) in instances where the modifications, standing alone, meet each limitation in the patent claim at issue, and in no other instances.
  • 13. Term. This Agreement shall begin on the Effective Date and remain in full force and effect until the earlier of (a) termination in accordance with Section 14 (Termination) or (b) the issuance of the Awards and completion of the Challenge.
  • 14. Termination. You have the right to withdraw from the Challenge at any point by following the directions on the Challenge Portal. We have the right, for the reasons and on the grounds we have specified above (a) to disqualify you from the Challenge; and/or (b) to terminate this Agreement (for reasons other than your disqualification).
    • 14.1. Effect of Termination. On termination of this Agreement for whatever reason, you will return to us, or certify that you have destroyed, our Confidential Information and any derivatives thereof.
    • 14.2. Survival. The following Sections shall survive termination of this Agreement for any reason or cause: Section 6.5 (Duration of Your Confidentiality Obligations); Section 7 (Intellectual Property Rights); Section 9 (Representations, Warranties, and Disclaimers); Section 10 (Limitation of Liability); Section 12 (Indemnification); Section 14.2 (Survival); and Section 15 (Dispute Resolution).
  • 15. Dispute Resolution. Both of us agree initially to seek, through informal means, a reasonable and practical resolution of disputes between us with respect to this Agreement. If these informal methods are unsuccessful (as determined by either of us, in our reasonable judgment), then the following terms shall govern resolution of each such dispute:
    • 15.1. Governing Law. This Agreement, and the rights and obligations of the Parties hereto, shall be construed and enforced in all respects in accordance with the laws of the State of New York, without regard to any jurisdiction's conflict of laws rules, laws or doctrines.
    • 15.2. Exclusive Jurisdiction; Procedure. Any and all claims, disputes, or controversies arising out of, relating to, or connected in any way with the Parties’ rights and obligations under this Agreement, or with the Challenge (each a “Claim”) shall be submitted exclusively to a court of competent jurisdiction sitting in the judicial district that includes New York City, and such court shall have exclusive jurisdiction regarding such Claim. Each Party waives objection to the personal jurisdiction of such court, and the laying of venue in such judicial district. The proceeding shall be conducted under Article 78 of the New York Civil Practice Law and Rules, and in accordance with the procedures and laws applicable in that court.
  • 16. Accessibility. We are committed to making the Challenge accessible to all innovators. If you require assistive technology or other accommodation in order to complete the application process, please contact us Monday through Friday between the hours of 8:30 AM and 4:30 PM Eastern Daylight Time at the following number: 1-518-453-5109.
  • 17. Definitions. Capitalized terms have the following meanings:
    • 17.1. “Applicable Law” means laws and regulations that govern the Challenge, the MTA’s sponsorship of the Challenge, and Applicants’ participation in and activities concerning the Challenge. “Applicable Law” includes Federal, State, and local laws (with respect to the MTA and Applicants subject to U.S. law), as well as the laws of jurisdictions other than the U.S., to the extent an Applicant is subject to those laws.
    • 17.2. “Applicant” means an individual or a Team that meets each of these requirements: the individual or the Team (a) has completed the application process for the Challenge, (b) has provided us with a Submission, and (c) meets the eligibility criteria for participating in the Challenge, as set out in Section 3 (Eligibility). If the Author of the Submission has not reached Legal Age as of the date of the Submission, the Author’s parent or legal guardian must act as the Applicant on behalf of the Author.
    • 17.3. “Author” means the creator of a Submission (acting on his or her own, or jointly with others). You qualify as an Author (a) if you conceive of the ideas or technological concepts that are the subject of the Submission, and/or (b) if you reduce these ideas and concepts to practice in a form (such as a prototype or beta) that can be tested and validated.
    • 17.4. “Award” means the monetary prize identified in 4.7 (The Award).
    • 17.5. “Award-Eligible Submission” means a Submission that we determine in our sole discretion qualifies for a Category.
    • 17.6. “Award-Ineligible Submission” has the meaning set out in Section 4.4 (Other Innovations).
    • 17.7. “Category” means one or more of the permitted categories for Submissions, as set out in Section 4.1 (Category 1: Improve Subway System Signaling), Section 4.2 (Category 2: Rapidly Deploy Better Subway Cars to the System), and/or Section 4.3 (Category 3: Increase Subway System Communications Infrastructure), as further defined in Section 4.6 (Important Notice Concerning Award-Ineligible Submissions).
    • 17.8. “Challenge” means the MTA Genius Transit Challenge.
    • 17.9. “Challenge Coordinators” means the individuals we have tasked with (a) reasonably assisting Applicants in the application process, (b) coordinating conferences and other communications with Evaluators (where applicable), and (c) managing other public-facing and operational activities associated with the Challenge. Challenge Coordinators are prohibited from acting as Evaluators.
    • 17.10. “Challenge Portal” means the website designed specifically for the Challenge, which is located at www.applyformtageniuschallenge.ny.gov.
    • 17.11. “Confidential Information” means information in any form that meets the following two criteria: the information (a) is not publicly available, and (b) is marked or otherwise identified as "CONFIDENTIAL" by the Disclosing Party, or is obtained under circumstances such that the Receiving Party knew or reasonably should have known that the information should be treated confidentially. Subject to Section 6.2 (Exceptions), Confidential Information might include designs, specifications, software, and prototypes, as well as other technical, financial, business, and security-related information.
    • 17.12. “Covered NYS Entities” means (a) MTA-Affiliated Entities and (b) the New York Entities.
    • 17.13. “Disclosing Party” has the meaning set out in Section 6 (Confidentiality).
    • 17.14. “Effective Date” means the date you accept these terms in accordance with Section 2 (Your Acceptance of this Agreement).
    • 17.15. “Evaluation and Processing Purposes” has the meaning set out in Section 6.7 (Internal Disclosures for Evaluation and Processing Purposes).
    • 17.16. “Evaluation Committee” means the committee of individuals selected, based on their subject matter expertise and qualifications, to (a) evaluate Submissions and (b) provide qualifying Submissions to the Finalist Judges for consideration.
    • 17.17. “Evaluators” means (a) members of the Evaluation Committee, (b) Finalist Judges, and (c) the MTA personnel responsible for decisions under Section 5.3 (Phase 1 Scoring; Advancing to Phase 2) and Section 5.8 (Final Determination).
    • 17.18. “Family Member” means (i) the spouse, domestic partner, child, or sibling of the ineligible individual; (ii) a person who is a direct descendant (or the spouse of a direct descendant) of a grandparent of the ineligible individual, or a grandparent of the ineligible individual’s spouse or domestic partner; or (iii) a person living in the same household as the ineligible individual.
    • 17.19. “Finalist Judges” are the individuals we’ve identified as the finalist judges on the Challenge Portal.
    • 17.20. “Full-Service Use” has the meaning provided in Section 7.4 (Non-Patent Intellectual Property License: Scope and Restrictions).
    • 17.21. “Intellectual Property” or “Intellectual Property Rights” means the following rights, under the law of any jurisdiction: (a) rights in Patents and in Patent applications; (b) rights under trademark law; (c) rights under copyright law; (d) rights in trade secrets and Confidential Information; (e) moral rights, design rights, rights in mask works, and rights in data compilations; and (f) other similar rights to exclude others from the use or enjoyment of a technology, process, data set, or other asset.
    • 17.22. “Legal Age” means the age an individual must be, in her or his jurisdiction, in order to enter into a legally binding contract. Although the law generally provides that an individual reaches Legal Age when he or she turns 18, different jurisdictions have different laws: some set the Legal Age at under 18 and some set the Legal Age at over 18. Please consult with an attorney or other qualified individual if you are uncertain whether you’ve reached Legal Age in your jurisdiction.
    • 17.23. “MTA-Affiliated Entities” means the New York City Transit Authority, Staten Island Rapid Transit Operating Authority, Manhattan and Bronx Surface Transit Operating Authority, MTA Bus, Metro-North Commuter Railroad, Long Island Rail Road Company, MTA Capital Construction, the Triborough Bridge and Tunnel Authority, the First Mutual Transportation Assurance Company, and the successors and assigns of these entities.
    • 17.24. “New York Entities” means the State of New York and the City of New York.
    • 17.25. “Non-Patented Intellectual Property Rights” and “Non-Patented Intellectual Property” means Intellectual Property that does not constitute a Patent.
    • 17.26. “Party” or “Parties” means the MTA, the Applicant, or both the MTA and the Applicant.
    • 17.27. “Patents” means issued patents, divisions, continuations, continuations-in-part, reissues, renewals, extensions, supplementary protection certificates, utility models, and the like of such issued patents, and foreign counterparts and equivalents thereof.
    • 17.28. “Receiving Party” has the meaning set out in Section 6 (Confidentiality).
    • 17.29. “Phase 1” has the meaning set out in Section 5.1 (Phase 1).
    • 17.30. “Phase 2” has the meaning set out in Section 5.4 (Phase 2).
    • 17.31. “Phase 2 Applicants” has the meaning provided in Section 5.4 (Phase 2).
    • 17.32. "Phase 2 Submissions” has the meaning provided in Section 5.4 (Phase 2).
    • 17.33. “Submission” means the materials that you submit for our evaluation in connection with a possible Award or pursuant to Section 4.4 (Other Innovations). The term “Submission” applies to the materials you provide in Phase 1 and Phase 2 (if you advance to Phase 2), and includes both Award-Eligible Submissions and Award-Ineligible Submissions.
    • 17.34. “Submitted Technology” means all products, processes, designs, ideas, and technologies disclosed in your Submission.
    • 17.35. “Subway System” means the New York City subway system and Staten Island Rapid Transit Operating Authority system.
    • 17.36. “Team” means (a) a formal legal entity, like a corporation or legal partnership (whether for-profit or not-for-profit) that is acting in its capacity as a formal legal entity in the Challenge, and (b) a collection of individual Authors who have worked together to make a combined, single Submission.
    • 17.37. “you” means the Applicant.
  • 18. General Provisions. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define or limit the section they introduce. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between the MTA and you with respect to the Challenge, and supersedes any prior or contemporaneous understanding, whether written or oral. Although we expect and encourage the translation of this Agreement into languages other than English, for legal purposes the English-language version of this Agreement will govern our relationship.
  • 19. Contact Us. Contact us using the links provided on the Challenge Portal.