Terms & Conditions of Use at Topcoder

Acceptance of Terms and Conditions

Welcome to topcoder.com (and related sub-domains (the “Website”). By using the Website, you are indicating your agreement to these Terms and Conditions of Use (“Terms of Use”), including, without limitation, our privacy policy and our Topcoder Code of Conduct. If you do not agree to these Terms of Use, please do not use the Website and exit now.

Throughout these Terms of Use, the words “we,” “us,” “our,” and topcoder refer to Topcoder, Inc., Appirio Inc. and their parents, subsidiaries and affiliates collectively. The term “Submissions” shall refer to any entry, component of an entry, or contents of a posting onto the Website submitted in connection with Competitions. “Competitions” shall refer to challenges, matches, tournaments or other competitions that take place on the Website or in connection with the topcoder Open (“TCO”). You and any other user of this Website that enters any Submissions with respect to Competitions shall be referred to herein as a “Contestant” in such capacity.

We may revise these Terms of Use at any time without prior notice by updating this page and such revisions will be effective upon posting to this page. Please check this page periodically for any changes. Your continued use of this Website following the posting of any revisions to these Terms of Use will mean you accept those changes. We reserve the right to alter, suspend or discontinue any aspect of www.topcoder.com, including your access to it. Unless explicitly stated, any new features will be subject to these Terms of Use.

General Eligibility

Our Website is not intended for use by children under the age of 13. You must have your parents” permission to use this Website if you have not reached the age of majority in your jurisdiction of primary residence and citizenship. You must be at least 18 years old and have reached the age of majority in your jurisdiction of primary residence and citizenship to participate in any Competitions.

Unless otherwise stated in the rules of a Competition, you are not eligible to participate in such Competition if you are a resident of the Quebec province of Canada, Iran, Cuba, North Korea, Crimea Region of Ukraine, Sudan or Syria. In addition, you are not eligible to participate in any Competition if you are on the Specially Designated National list promulgated and amended, from time to time, by the United States Department of the Treasury.

For Competitions that offer a cash prize and/or to participate in TCO, additional eligibility requirements apply. Please see the “Prize Payments” and “Additional TCO Terms” sections of this Terms of Use for additional eligibility requirements.

We may assign, novate or subcontract any or all of our rights and obligations under these Terms of Use at any time.

If you have any questions regarding these Terms of Use, contact us at support@topcoder.com.

Accounts; Passwords; Security

You may need to set up an account in order to use some of the features of the Website. You may not use a third party”s account without permission. When you are setting up your account, you must give us accurate and complete information. This means that you cannot set up an account using a name or contact information that does not apply to you, and you must provide accurate and current information on all registration forms that are part of the Website. You may only set up one account. You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account without your permission. However, if we (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable.

By registering for an account with us, you are also hereby registered to compete in the TCO. The TCO is a series of Competitions held in four (4) online periods (each, a “Period”) throughout the year (which such periods are posted on the Website), and which leads up to an onsite tournament annually which will be held at a location and time to be determined by topcoder. Your registration and participation in the TCO constitutes agreement with any additional applicable TCO terms and conditions (the “TCO Rules”) that topocder may impose at its sole discretion as well as these Terms of Use, including those available at: http://tco15.topcoder.com/overview/competition-rules/. NO PURCHASE NECESSARY TO ENTER OR WIN, A PURCHASE WILL NOT INCREASE YOUR CHANCE OF WINNING.

Competitions

In addition to these Terms of Use, we may provide specific Official Rules and Regulations and other documentation for certain activities on this Website, including with respect to Competitions conducted by us and those in conjunction with third parties. These Terms of Use are incorporated by reference into the specific Official Rules and Regulations which appear in connection with information about a particular Competition. To the extent that any conflict exists between these Terms of Use and any specific Official Rules and Regulations, the Official Rules and Regulations for that Competition in which you choose to participate shall govern.

Ownership Rights of Submissions

Winning Submissions

Except with respect to “Fun Challenges”, you hereby assign, grant and transfer and agree to assign, grant and transfer to us all right and title in and to any and all Submissions made by you in connection with a Competition for which you are paid a cash prize or other good and valuable compensation (or for which topcoder has in good faith made available for payment pending your completion of tocpoder”s payment requirements) (any such Submission, a “Winning Submission”), along with any and all copyright, patent, trade secret, moral right, and other intellectual property rights, in and to any and all such Winning Submissions. To the extent any rights in a Winning Submission are not assignable, you hereby grant and agree to grant to topcoder under any and all such rights an irrevocable, paid-up, royalty free, perpetual, exclusive, sublicensable (directly or indirectly through multiple tiers), transferable, and worldwide license to use and permit others to use such Winning Submission in any manner desired by us (and/or our contest sponsors or customers) without restriction or accounting to you, including, without limitation, the right to make, have made, sell, offer for sale, use, rent, lease, import, copy, prepare derivative works, publicly display, publicly perform, and distribute all or any part of such Winning Submission and modifications and combinations thereof and to sublicense (directly or indirectly through multiple tiers) or transfer any and all such rights. Further, you hereby waive and agree to waive in favor of topcoder any moral right or other right or claim that is contrary to the intent of a complete transfer of rights to topcoder in each Winning Submission. You agree to promptly execute such documents and perform such acts as we may reasonably require to perfect our entire right, title, and interest in and to each and every Winning Submission, including a topcoder Competition Assignment Agreement if requested by topcoder and/or a sponsor of a Competition.

 

Other Submissions

Except with respect to “Fun Challenges”, the ownership rights in and to any Submission that is not a Winning Submission shall remain with the Contestant, except that to the extent you are required to enter into a Non-Disclosure Agreement in connection with a Competition (a “Competition NDA”), you understand and agree that the rights in and to any confidential information of the sponsor of a Competition shall remain the property of such Competition sponsor and you shall be bound by and the terms of such Competition NDA shall apply with respect to your rights in and to the Submission. The current version of the Competition NDA is posted in the “direct tool” available on the Website. In addition, by participating in a Competition and uploading a Submission, regardless of whether it is a Winning Submission or not, you consent to and you hereby grant Topcoder, other Topcoder members, Appirio, the Competition sponsor and their affiliates, employees, contractors and third parties engaged by them a license to review, revise, scan, comment on and/or update your Submission in connection with the Competition, without any payment to or further approval from you. You agree that this consent and license spans the length of the Competition and cannot be revoked.

 

Fun Challenges

“Fun Challenges” are Competitions that do not have any winners or prizes associated with them, and are intended purely for the fun of participating and collaborating with fellow topcoder members throughout the world. All Submissions in connection with Fun Challenges will be made publicly available and without any restrictions on use by anyone worldwide. By entering into a Fun Challenge and uploading a Submission in connection with a Fun Challenge, you hereby waive and release any and all ownership, copyright, patent, trade secret, moral right, and other intellectual property rights, in and to any and all such Submissions without the expectation of any payment or consideration of any kind.

 

Contest Materials

You hereby further acknowledge and understand that Competition sponsors, topcoder and Appirio engage, has engaged and will in the future engage in the development, preparation, production, acquisition and dissemination of creative, educational, artistic and other material (collectively, the “Materials”), including without limitation Materials that may be similar or identical to your Submission. You also acknowledge that other persons, including our employees and employees of a Competition sponsor, may previously have originated and may hereafter originate Materials that are similar or identical to your Submission. You agree that you will not be entitled to any compensation because of the use by Sponsor of any such similar or identical material. Without limitation of the foregoing, we, our customers and any Competition sponsor may use, without any payment or other obligation whatsoever to you, any part of the Materials, and any idea or concept contained therein, that (a) is similar or identical to, or contains significant elements encompassed in, a concept that is under consideration or in development by us or the Competition sponsor before or at the time of your entry, (b) is not unique, novel, original, and concrete so as to be entitled to protection under applicable laws, (c) has been made public by anyone at the time of its submission to the Competition sponsor or us or otherwise is in the public domain, (d) would be freely usable by a third person if it had not been accepted as a Submission or the subject of any agreement, (e) is not protected by United States copyright law, or (f) is similar or identical to, or contains significant elements encompassed in, an idea, concept or material that is independently created by us, a Competition sponsor or any third party. You agree that our or a Competition sponsor”s development, preparation, production, acquisition, dissemination and/or exploitation of Materials similar or identical to your Submission or containing features, ideas, material and/or elements similar to or identical with those contained in your Submission shall not entitle you to any compensation or other right or remedy. As an inducement to us or a Competition sponsor to accept your Submission for entry into the contest, you hereby waive any claim or right of action against us, the Competition sponsor”s and their successors in connection with use of any Materials (or any portions thereof) whether or not such Materials are similar or identical to your Submission or contain any features, ideas, material and/or elements that are similar or identical to those contained in your Submission. Acceptance by us (or a Competition sponsor, as applicable) of a Submission is not an admission by us or a Competition sponsor of the novelty or originality of the Submission.

Unless agreed otherwise in writing, the sponsor of a contest administered through the Website, topcoder or Appirio (as applicable) owns and will retain ownership (including all intellectual property rights) in and to any materials that are not Submissions, which materials may be tangible or intangible, that you develop that are a result of a contest administered through the Website (“Contest Materials”), and any modifications, improvements and derivative works thereto (including any such materials that incorporate any of Contestant”s ideas, feedback or suggestions).

 

U.S. Federal Government Rights & Restrictions

For any Competition sponsored by, on behalf of, or for the benefit of the U.S. Federal Government, Contestants may be subject to the Federal Acquisition Regulations and agree to comply with applicable provisions of the Federal Acquisition Regulations (“FAR”) and all other laws and regulations applicable to providing goods and services to the U.S. Federal Government. In particular, Winning Submissions be considered “Commercial Items” and Contestants may be classified as “Subcontractors” according to the U.S. Federal Government, and by entering a Submission in connection with a Competition, the Contestant hereby agrees to be bound by all laws and regulations applicable to the sale of commercial items by subcontractors to the U.S. Federal Government including FAR 52.212-5(e) and FAR 52.244-6(c)(1).

User Content You are solely responsible for any User Content you post to the Website, and the consequences of posting or publishing it. By “User Content”, we mean any Content you post to the Website. “Content” means information, data, text, software, music, sound, photos, graphics, videos, messages, tags, interactive features, or any other materials. When we say “post”, we include posting, uploading, sharing, submitting or otherwise providing User Content in any manner in connection with the Website. For the avoidance of doubt, Submissions and Contest Materials are User Content. You may not:
  • Use our Website for any illegal purpose
  • Submit User Content that you don”t have the right to submit (including but not limited to material covered by someone else”s copyright, patent, trade secret, privacy policy, publicity policy, or any other proprietary right)
  • Disguise in any way the origin of any User Content you submit (including but not limited to forging headers)
  • Submit any User Content that contains lies or misrepresentations that could damage Us or anyone else
  • Submit User Content that is obscene, illegal, defamatory, libelous, threatening, pornographic, harassing, hateful, or encourages criminal conduct, give rise to civil liability, violate any law, or is otherwise inappropriate
  • Transmit any advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other solicitation
  • Impersonate anyone else or misrepresent your affiliation with any other person or entity
  • Use meta tags or any other hidden text utilizing any of our or our suppliers” names, products names, or trademarks
  • Upload, launch, post email or transmit any material (including any bot, worm, spider, script, or virus) that may harm or corrupt this Website, or anyone else”s computer systems or data
  • Use our Website to harm minors in any way
  • Collect or gather other people”s personal information (including account information)
  • Submit User Content that disparages us or our partners and affiliates
  • Solicit any users of our Website for any commercial purpose
We have the sole right, but not necessarily the obligation, to delete at any time any User Content that violates these rules or that we believe to be inappropriate for any reason. If you post User Content, you are making a guarantee to us that you either own all the Content you are posting, or you have the right to post the Content. Unless otherwise expressly permitted, you may not copy or include in any User Content any code from any third party, including “open source” code or other code that is or may be subject to license terms. Furthermore, you are guaranteeing that you have the right to allow us to make your User Content available for others to view and use as part of the Website without requiring that any such use be subject to additional obligations or terms. If you do not have these rights, do not post the Content. By posting your User Content, you do not lose any ownership rights you may have to it. However, unless otherwise governed by the Official Rules and Regulations governing a specific Competition, you do grant us a worldwide, irrevocable, non-exclusive, royalty-free, fully-paid, sublicenseable (through multiple tiers of distribution) and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, and perform your User Content in connection with the Website and our business, in any media formats or in tangible form and through any media channels now known or hereinafter developed. You also grant each user of the Website a non-exclusive royalty-free, fully-paid, sublicenseable and transferable license to access your User Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform your User Content as permitted through the functionality of the Website and under these Terms of Service.

You understand that once you post User Content, your content becomes public. We are not responsible for keeping any User Content confidential.

We generally do not review any of the User Content posted by our users. We do not endorse any User Content or support any views, opinions, recommendations, or advice that may be in user submissions. User Content comes from a variety of sources, and we make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any user submission. You may be offended by User Content that you see on the Website. You may find some of it to be inaccurate, offensive, indecent, or objectionable. However, you agree not to hold us responsible in any way for your use of our Website, including your exposure to User Content.

We reserve the right to remove any postings or other uploaded materials in response to complaints of infringement, obscenity or defamation or to otherwise review or edit such materials as appropriate, in our sole discretion and without notice.

In addition to the above terms governing User Content, as a condition of participating in the TCO, you agree to permit topcoder to describe, publicize, and link to any User Content submitted or posted in connection with TCO. You may not cheat; all ideas for Submissions submitted in connection with the TCO shall be solely yours; you may not collaborate on any Submissions entered in connection with the TCO unless otherwise set forth in the TCO Rules. IN ORDER TO BE ELIGIBLE FOR THE TCO, YOU WARRANT THAT YOUR SUBMISSION FOR EACH COMPETITION THAT IS PART OF THE TCO:

Does not include or anticipate the inclusion of any unsuitable or offensive content, including nudity, sexually explicit, disparaging, libelous or other inappropriate content;

Does not include or anticipate the inclusion of any content that is in violation of or infringes third party intellectual property rights including, but not limited to copyrights, including music copyrights, trademarks, and rights of publicity;

Has not been entered in previous contests, or won previous awards;

Has not been published or distributed previously in any media;

Is suitable for a general audience; and

Does not contain any claims that are not and cannot be substantiated or that would be false and/or misleading to a reasonable consumer.

Copyright, Trademark and Other Intellectual Property

Protection

Except as otherwise indicated, this Website and its entire contents (including, but not limited to, the text, photographs, information, software, graphics, images, sound, and animation) are owned by us and are protected by domestic and international copyright, trademark, patent, and other intellectual property laws. All copyrightable text and graphics, the selection, arrangement, and presentation of all materials (including information in the public domain), and the overall design of this Website are “2014 topcoder. All rights reserved. We hereby give you permission to download and print materials from this Website for the sole purposes of viewing, reading, and retaining for reference the materials for non-commercial use. Any other copying, distribution, retransmission, or modification of information or materials on this Website, whether in electronic or other form, without our express prior written permission is strictly prohibited. You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify the material on this Website. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable laws.

 

Notice

All trademarks, service marks, and trade names are proprietary to us or other respective owners that have granted us the right and license to use their marks.

Copyright Complaints

We respect the intellectual property of others, and we ask you to do the same. We may, in appropriate circumstances and at our sole discretion, terminate the access of users who infringe the copyright rights of others.

If you believe that your work has been copied and is accessible at our Website in a way that constitutes copyright infringement, or that our Website contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify us by providing our copyright agent the information required by the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act, 17 U.S.C. “512. Our agent for notice of claims of copyright infringement on or regarding this Website can be reached as follows:
BY E-MAIL: GC@appirio.com
BY MAIL: Dan LascellTopcoder, Inc.760 Market StreetSan Francisco, CA 94102
BY PHONE: (650) 268-9911
  Repeat infringers will be blocked from accessing the topcoder Website.

 

Marketing Materials

You hereby authorize us and any Competition sponsors to publicize the results of any Competition, including your name and account name (handle). Contestant hereby grants to us and any Competition sponsors the absolute right and permission to use your name, address (city and state), testimonial statement (or statements in different words which have substantially the same meaning), voice, photograph and/or other likeness in any and all advertising and promotional materials, or to refrain from doing so, in any manner or media whatsoever, worldwide, for advertising and promotional purposes in conjunction with this and similar Competitions without notice to you and without further compensation. You shall have no right of approval, no claim to any compensation, and no claim arising out of the use, alteration, distortion or illusionary effect or use in any composite form of your name, address, testimonial statement, voice, photograph or likeness.

You understand that we own all photographs of you taken by us and we may copyright material containing such photographs.

Indemnification and Release

By accessing our Website, you agree to indemnify us and any parent, subsidiary, sponsor or affiliated entities, our officers and employees, and officers and employees of any parent, subsidiary, sponsor or affiliated entities and hold them harmless from any and all claims and expenses, including attorney’s fees, arising from your use of our Website including any material (including third-party material) that you post on our Website and any services or products available through our Website. In addition, you hereby release us and any parent, subsidiary, sponsor or affiliated entities, our officers and employees, and officers and employees of any parent, subsidiary, sponsor or affiliated entities from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to any services or products available at our Website. You hereby agree to waive all laws that may limit the efficacy of such releases.

By registering and/or participating in the TCO or a Competition, you agree to release topcoder and any Competition sponsor(s), and its affiliates and agents, and the officers, employees, affiliates, advertising and promotions agencies, prize suppliers, and all of their employees, officers, directors, shareholder’s and agents (collectively, the “Releasees”) from any and all liability or any injuries, loss or damage of any kind arising from or in connection with the TCO or a Competition, the use of any Submission, or the acceptance or use of any prize won, except where prohibited by law. Releasees assume no responsibility for incomplete, misdirected, damaged or illegible entries nor for any delayed Submissions or those not received for whatever reason, including without limitation due to internet or e-mail server failure, telephone, human, or other higherror or for any technical or other malfunctions that may occur including any injury or damage to your or any other person’s computer relating to or resulting from participation in the Tournament or a Competition or downloading any materials during or for the TCO or a Competition.

Disclaimer

THE MATERIALS AND SERVICES ON OUR WEB SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEB SITE OR THE SERVER(S) THAT MAKES OUR WEB SITE AVAILABLE OR ANY ADVERTISED OR HYPERLINKED SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT OUR SITE, SERVER(S), ADVERTISED OR HYPERLINKED SITES WILL BE ACCESSIBLE AT ALL TIMES. WE DO NOT WARRANT THAT SUCH ERRORS, DEFECTS OR INTERRUPTIONS IN SERVICE WILL NOT AFFECT THE RESULTS OF OUR COMPETITIONS, AND WE DISCLAIM ANY RESPONSIBILITY FOR REDUCED PERFORMANCE IN COMPETITIONS DUE TO SUCH PROBLEMS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF OUR WEB SITE WITH RESPECT TO CORRECTNESS, ACCURACY, RELIABILITY, GRAPHICS, LINKS OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Documents, graphics and other materials appearing at our Website may include technical inaccuracies, typographical errors, and out-of-date information and use of such documents, graphics or other materials is at your own risk.

You represent and warrant that neither you nor any member of your immediate family, nor anyone living in your household, is an employee of topcoder or Competition sponsors, regardless of commitment date as sponsor, including any companies involved in the production (including prize suppliers), implementation and distribution of this tournament and their advertising or promotion agencies, parent companies, service providers, agents, officers, subsidiaries or affiliates, or any other persons or entities directly associated with the tournament, and that neither you nor any immediate family member nor anyone living in your household is connected with any of the above.

 

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TOPCODER] SHALL NOT BE LIABLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF WINNINGS, DATA OR OTHER DAMAGE TO ANY OTHER INTANGIBLE PROPERTY, EVEN IF TOPCODER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (i) THE USE OR INABILITY TO USE THIS WEB SITE, (ii) THE DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, (iii) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY OR (iv) ANY OTHER MATTER RELATING TO TOPCODER.

 

Prize Payment

You understand that neither we, the Competition sponsors nor their parent corporations, subsidiaries, affiliates, agents, assigns, etc. or any entity connected with a Competition will be responsible for any costs (including, without limitation, any federal, state or local taxes) Contestant may incur in connection with any Contest or any prize Contestant may be awarded. However, Contestant understands that topcoder may make withholdings from any prize that Contestant may be awarded in order to comply with applicable tax laws. Contestant agrees to sign any applicable forms necessary to distribute the prize as required by tax authorities.

All cash prizes are listed and shall be awarded in USD. All prizes will be awarded in each Competition, provided a qualified number of Submissions are received and the requisite number of Contestants participate in a round of a Competition. A Competition sponsor may award prizes to more than one Submission with respect to any Competition. If a Contestant cannot or will not accept a prize, then the prize will be forfeited and may be awarded to the next highest scoring Submission. Unless otherwise provided herein, by participating in a Competition and/or the TCO, a Contestant acknowledges and agrees that if his/her Submission is selected as a winner, the Contestant will receive a cash award only upon verification of all applicable eligibility requirements. Cash prizes will be paid out by topcoder (or its designee) in the US in US dollars no later than 90 days following the conclusion of the Competition or the conclusion of the TCO (as applicable). Taxes, if any, are the sole responsibility of the winner(s). Prizes which remain unclaimed or undeliverable for a period of six (6) months will be forfeited.

As a condition of winning and redeeming a cash prize, Contestants will be required to submit a completed (i) Contestant Questionnaire and all post Competition surveys, (ii) if requested, an Affidavit of Eligibility and Liability and Publicity Release, unless a notarized copy is already on file with topcoder (iii) IRS Form W-9 or W-8BEN, as appropriate if one is not already on file with topcoder, (iv) with respect to the TCO, a topcoder Competition Assignment Agreement, if one is not already on file with topcoder, and (v) with respect to the TCO, a Travel form. In completing any requested Affidavit of Eligibility and Liability and Publicity Release, a Contestant who wins a cash prize (a) confirms his/her eligibility, (b) represents and warrants that he/she has not cheated, (c) verifies the accuracy of the demographic information submitted to, and contained in, the topcoder member database, (d) authorizes topcoder to publicize the results of the Competition and/or the TCO, (e) agrees to sign any applicable forms required by tax authorities, (f) grants topcoder a license to all information submitted during the Competition and/or the TCO, and (g) releases topcoder from liability arising out of any prize won. topcoder requires all Contestants to complete the Form W-9 or W-8BEN for tax reporting purposes. Providing false information in the registration process or in the required forms described in this paragraph will result in a forfeiture of a cash prize. If a winning Contestant (i) does not reply to a notification from topcoder or the notification is undeliverable, (ii) in the case of TCO, does not return a requested Affidavit of Eligibility/Liability/Publicity release completed and signed within ten (10) days of date of prize notification, or (iii) is not otherwise in compliance with these Rules or the rules of a Competition, the Contestant will be disqualified and forfeit any prize, and topcoder may, at our discretion, select and notify another Contestant. Participatory prizes and non-cash prizes will be mailed within one month following the conclusion of the Competition or the TCO (as applicable) to the address provided by the Contestant in their topcoder profile. Unclaimed or undeliverable participatory prizes will be forfeited. Contestants who do not submit the required information by the applicable deadlines forfeit their prizes. Please allow 6-12 weeks for delivery. If a Contestant”s prize is returned, topcoder will resend that prize to a secondary address provided a request is made by the prizewinning Contestant. topcoder is not responsible for lost or stolen items and will not send additional prizes in the event a prize is not received. Each Contestant that participates in the Onsite portion of the TCO is eligible to receive only one (1) TCO T-shirt during the TCO, which may only be picked up by the Contestant at the TCO.

Links to Other Web Sites and Services

To the extent that our Website contains links to other Websites and outside services and resources, we do not control the availability and content of those Websites, services or resources, nor do we necessarily review or endorse materials available at or through such other Websites. Viewing other Websites or utilizing outside services and resources is done at your own risk. We shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Other Restrictions on Conduct

We are making the Website available to you for your information and personal use only. You may not (and you agree not to) use, copy, distribute, transmit, broadcast, sell, or do anything else with the Website for any other purpose.

You agree not to disrupt, modify or interfere with the functioning of our Website or any services provided on or through our Website or with any associated software, hardware or servers in any way and you agree not to impede or interfere with others’ use of our Website. This includes your agreement that you will not cheat; that the idea for the code and/or challenge(s) submitted by you is yours alone. This also includes your agreement that you will not provide your topcoder information including, but not limited to, your topcoder handle and rating, to any third party for the purpose of pursuing employment opportunities without the written consent of topcoder. If you are contacted by a third-party regarding employment opportunities and/or media interest as a result in your participation in topcoder Competitions, you agree to promptly notify topcoder of such contact. You also agree not to alter or tamper with any information or materials on, or associated with our Website or services provided on or through our Website.

We do not necessarily endorse, support, sanction, encourage, verify or agree with the comments, opinions, or other statements made public at our Website by users through our Competitions, forums or other interactive services available at our Website. Any information or material sent by users to any forums, including advice and opinions, represents the views and is the responsibility of those users and does not necessarily represent our views.

You agree that no impediment exists to you joining the topcoder Website, and your participation in topcoder’s Website and the Competitions it offers will not interfere with your performance of any other agreement or obligation which has been or will be made with any third party.

Provisions Applicable to Chinese Citizens and Expatriates Residing in China

topcoder hereby incorporates into these Terms of Use and into our Privacy Policy the provisions of China’s Decision on Safeguarding the Security of the Internet (the “Decision”).

According to Section 1 of the Decision “to ensure operational security of the Internet, the person or organization perpetrating any of the following acts in violation of the criminal law shall be penalized according to the criminal code:

  1. Unauthorized penetration into the computer and information system of the state affair, national defense or high-tech departments of the state;
  2. Intentional composition or dissemination of computer virus or other destructive programs, or attacking the computer system or telecommunication network and resulting in damage or destruction of such computer systems or telecommunication network;
  3. Unauthorized disruption of operation of the computer network or telecommunication service and resulting in malfunction of such network or telecommunication systems in violation of the laws or regulations of the state.”
According to Section 2 of the Decision, “to protect national security and social stability, the person or organization perpetrating any of the following acts in violation of the criminal law shall be penalized according to the criminal code:
  1. Disseminating rumor or slander on the Internet, or publishing or diffusing maleficent information to instigate subversion of the state power or socialist system, advocate abruption of the country or harm unity of the country;
  2. Stealing or disclosing the national or military secrets on the Internet;
  3. Instigating inter-ethnic enmity or prejudice, or disrupting ethnic unity on the Internet; and
  4. Establishing or organizing heresies on the Internet and impeding the implementation of laws and regulations of the state.”
  Section 3 of the Decision also stipulates that “to safeguard the order of the socialist market economy and social stability, the person or organization perpetrating any of the following acts in violation of the criminal law shall be penalized according to the criminal code:
  1. Selling fake or shoddy goods on the Internet or making false or misleading propaganda of commodities on the Internet;
  2. Hurting others’ commercial fame or reputation of products on the Internet;
  3. Infringing upon others’ intellectual property rights on the Internet;
  4. Compiling and distributing false information on the Internet to affect securities or futures transactions or disrupt order of the financial markets; and
  5. Establishing pornographic web sites or web pages, providing links to pornographic web sites, or disseminating pornographic magazines, films, audio and videos materials or graphics on the Internet.”
Section 4 of the Decision stipulates that “to protect the legal rights of personal safety and property of individuals, legal persons and other organizations, the person or organization perpetrating any of the following acts in violation of the criminal law shall be penalized according to the criminal code:
  1. Insulting others or drawing up slanders against others on the Internet;
  2. Illegally intercepting, modifying or deleting others’ emails or other database materials and infringing rights of the citizen of freedom and secrets in communicating and letter transmitting; and
  3. Perpetrating theft, fraud, or blackmailing on the Internet.”

Choice of Law and Forum

These Terms of Use are governed by the laws of the state of California. You hereby agree to submit to the exclusive jurisdiction of the courts of San Francisco County, California. To the extent that applicable laws have mandatory application to this agreement or give you the right to bring action in any other courts, the above limitations may not apply to you. Use of this Website is unauthorized in any jurisdiction that does not give full effect to all provisions of these Terms of Use.

 

Severability and Enforceability

If any provision or portion of these Terms of Use is held illegal, invalid, or unenforceable, in whole or in part, it shall be modified to the minimum extent necessary to correct any deficiencies or replaced with a provision which is as close as is legally permissible to the provision found invalid or unenforceable and shall not affect the legality, validity or enforceability of any other provisions or portions of these Terms of Use.

 

Termination/Exclusion

We reserve the right, in our sole discretion, to revoke any and all privileges associated with accessing and/or competing on our Website, and to take any other action we deem appropriate including but not limited to terminating or suspending your use of www.topcoder.com, for no reason or any reason whatsoever, including improper use of this Website or failure to comply with these Terms of Use.

Additional TCO Terms

Eligibility

The TCO and each Competition that is part of the TCO is open to all members of the topcoder Website who have agreed to these Terms of Use and who are at least 18 years of age at the time of registration and have attained the age of majority in their jurisdiction of primary residence and citizenship. In addition to the other terms and eligibility criteria set forth in these Terms and Use, to be eligible to participate in the TCO, you must be (i) a U.S. citizen, (ii) a lawful permanent resident of the U.S., (iii) a temporary resident, asylee, refugee of the U.S., or have a lawfully issued work authorization card permitting unrestricted employment in the U.S., or (iv) a non-U.S. resident authorized in the country in which the member resides while participating in the TCO to perform services as an independent contractor; or (v) with respect to any Competition designated by us as an “Algorithm Competition”, be in the United States under a valid and current visa issued by the United States government which does not prohibit receiving a cash prize.

Violation of these Terms of Use may result in disqualification from the TCO and/or further consequences as determined in our sole discretion. Current employees of topcoder and those involved in the development, production (including prize suppliers and sponsors), implementation and distribution of the TCO (including Competitions run as part of the TCO) and their advertising or promotion agencies, parent companies, service providers, agents, officers, subsidiaries or affiliates, or any other persons or entities directly associated with the TCO and members of their immediate families and/or persons living in the same household as such persons, are ineligible to enter the TCO and related Competitions. Current employees of any TCO sponsor (or Competition sponsor that is part of TCO) or their parent companies, subsidiaries or affiliates which such Competition sponsor or TCO Sponsor, as applicable, is involved in the preparation, administration or judging of the TCO (and any related Competitions) and members of their employees’ immediate families and/or persons living in the same household as such employees, are ineligible to enter the TCO.

 

Topcoder’s Discretion regarding TCO

All decisions relating to the viability of Submissions, the ranking of Submissions and all other matters pertaining to the TCO are within the sole discretion of topcoder or its designee and shall be final and binding in all respects. By participating in the TCO and/or a Competition that is part of the TCO, a Contestant who wins a prize releases and agrees to hold harmless topcoder its affiliates, subsidiaries, sponsors, advertising and promotion agencies, and prize suppliers, and all of their respective directors, officers, employees, representatives and agents, from and against any and all liability for any loss, property damage or damage to person, including without limitation, death and injury, due in whole or in part, directly or indirectly, from or arising out of participation in the TCO, or participation in any TCO-related activity, or the receipt, use or misuse of a prize. topcoder reserves the right to limit the participation of any person in the TCO, amend or interpret these rules or official communications governing the TCO or cancel the TCO or any TCO-related Competition for any reason with prior notice. Notices for any such amendment, interpretation or cancellation will be deemed to have been given by posting on the Website and by virtue of a Contestant’s continued participation in the TCO. A Contestant may terminate participation in the TCO upon written notice to topcoder.

 

TCO Logistics

All Contestants who have advanced or won a trip to the onsite portion of the TCO (“Onsite Contestants”) must arrive at the event no later than the date and time specified in the TCO Rules. All Onsite Contestants must confirm their attendance at the onsite event no later than the date specified in the TCO Rules. In order to confirm attendance, Onsite Contestants must have acquired any necessary travel visas and confirm their ability to travel to the United States no later than the date specified in the TCO Rules. If an Onsite Contestant is required to travel from outside the United States, the Onsite Contestant must show proof of a visa and/or passport by the date specified in the TCO Rules. Onsite Contestants may email a copy of their documents as instructed in the TCO Rules. Onsite Contestants who fail to meet this requirement may be replaced as an Onsite Contestant. Contestants who are otherwise eligible to compete in any or all of the Competitions will be permitted to participate in the online portions of any/all of them. However, in the event a Contestant advances to the onsite finals in more than one Competition and any of the times for the onsite rounds of the Competitions overlap, the Onsite Contestant may participate in either, but not both, Competitions. The Onsite Contestant must notify topcoder of the Competition in which she/he will participate as an Onsite Contestant no later than the date specified in the TCO Rules.

Topcoder will issue visa invitation letters (upon request) to international Contestants who require one to obtain a travel visa to enter the United States. All registered TCO Contestants may request a visa invitation letter in respect of the year of the upcoming TCO. Contestants must fill out the visa letter request form in its entirety before a visa letter will be mailed. Contestants have until the date and time specified in the TCO Rules to request a letter. Visas can take a significant amount of time to obtain in certain countries, so it is in a Contestant’s best interests to request one well before the deadline. The cost of obtaining a visa is the sole responsibility of the Contestant. See more information about travel visas. The TCO involves a large number of visa applications by topcoder members. By applying for a visa to attend the TCO, Contestant understands that topcoder will cooperate with all requests by consulates, the Department of Homeland Security, and law enforcement in connection with such Contestant’s visa, including information about the visa applicants’ attendance at the TCO. Any abuse of the visa application process or any visa obtained for the TCO is considered a serious violation of US law and these Terms of Use, and, among other things, the Contestant will be subject to discipline by topcoder. Topcoder will provide air travel arrangements for each Onsite Contestant. The flight will be reserved and paid for by topcoder. Onsite Contestants will arrive on the date specified in the TCO Rules and depart the day after the final day of the Onsite portion of the TCO. At topcoder’s sole discretion, topcoder will pay for each Onsite Contestant’s airfare up to $1,500, but reserves the right to make exceptions to the maximum amount based on individual circumstances. If an Onsite Contestant wishes to take a flight other than the one provided by topcoder and/or wishes to stay at a hotel other than the one provided by topcoder, the Onsite Contestant shall be responsible for the entire cost of such deviation from the accommodations and travel arrangements provided by topcoder. In addition, the Onsite Contestant agrees to reimburse topcoder for any costs, penalties, fines or fees incurred by topcoder as a result of such deviation. Ground transportation to and from the airport will be provided for each Onsite Contestant by topcoder, as well as private hotel accommodations and certain meals. All other expenses are the responsibility of the Onsite Contestant. topcoder will not provide travel, lodging accommodations, or visa assistance for any guests of an Onsite Contestant. If an Onsite Contestant is eliminated or chooses not to utilize the travel accommodations provide by topcoder for any reason after he/she is confirmed as a finalist and travel accommodations have already been made for the Onsite Contestant by topcoder for the onsite finals, that Onsite Contestant may be held responsible for reimbursing topcoder for the cost of such accommodations. topcoder reserves the right to withhold any future cash prizes won by the Onsite Contestant until the cost of such accommodations has been fully reimbursed. Onsite Contestants must complete the following items and submit them to topcoder by the date specified in the TCO Rules (failure to submit these items will disqualify an Onsite Contestant from advancing to the onsite event):

Confirmation of attendance/proof of travel documents ” Please confirm your attendance onsite as directed in the TCO Rules. If you require a passport and/or visa to visit the United States, you must show proof of your documents.

Please submit a member photo, if you have not already done so.

Please also submit a fun photo to be shared during your onsite introduction.

Please ensure the information listed in your topcoder profile is current. We may need to mail your plane tickets or contact you via telephone.

Complete the Onsite Contestant Questionnaire – your responses may be published in the program for the TCO.

Travel form – provide topcoder with the appropriate travel information for your trip to the onsite event.

Applicable tax forms (unless one is already on file with topcoder).