FDX API Hackathon Participation Terms

To ensure the success of the OpenFinity FDX API Hackathon (“Hackathon”), all participants are required to adhere to a basic set of Hackathon rules and terms. Those terms and rules are laid out below (“Terms”). By participating in the Hackathon, your company or organization (“Company”) agrees to adhere to these terms. OpenFinity is a trademark of Open Gramercy, LLC, a Washington DC corporation .

1. Definitions. In addition to terms defined elsewhere in this Terms, the following capitalized terms have the meanings given to them below:

1.1 “Effective Date” means the date when you register on the OpenFinity website to the Hackathon.

1.2 “Company Background IP” means all Materials, including, without limitation, all intellectual property rights therein, made, conceived, developed or created by or for Company, which are either: (i) existing prior to the Effective Date, or (ii) brought into existence, on or after the Effective Date, other than in the course of Company’s participation in the Hackathon.

1.3 “Company Materials” means any Materials that Company uses during the Hackathon or makes, conceives, develops or creates, on or after the Effective Date in connection with the Hackathon, including Company Background IP and Developed Software.

1.4 “Developed Software” means any new software developed or created by or on behalf of Company, during, and resulting from, the Hackathon, directed to the Hackathon’s use case for which Company developed or created, as applicable, such software.

1.5 “Hackathon Resources” means all Materials, documentation, tools, platforms, and capabilities made available by OpenFinity to participants for use during the Hackathon, including those licensed from a third-party.

1.6 “Materials” means software (including machine images), code, data, text, audio, video, images, protocols, frameworks, schema, models, databases, algorithms, compilations, information, works of authorship, applications or other content or materials. For purposes of illustration and without limiting the foregoing, “Materials” includes AI algorithms, models, weights, methodologies, training data, fine-tuning data and other input data and AI/API outputs.

1.7 “Solution” means each proposed solution directed to a Hackathon use case developed, created and/or generated by Company during the Hackathon, including any Developed Software and Company Materials that are incorporated therein.

2. Hackathon Resources. During the term of the Hackathon, Company may access and use Hackathon Resources solely in connection with its participation in the Hackathon. Company acknowledges and agrees that its right to use Hackathon Resources may be subject to Company satisfying requirements imposed by a third-party provider, including complying with separate terms and conditions and/or paying separate fees and charges. Company is solely responsible for complying with all applicable terms, paying any separate fees and satisfying all technical requirements of the applicable third-party provider. OpenFinity is not responsible for, and makes no representations or warranties, with respect to any aspects of the Hackathon Resources, including that the Hackathon Resources will be free of viruses, worms, or other malicious code.

3. Company Responsibilities. If Company uses its own equipment or environment during the Hackathon, Company will be solely responsible for such equipment and environment, including protecting it from security threats, malicious code or unauthorized access. During the Hackathon, Company shall use only publicly available data or data that is anonymized and/or aggregated such that it does not include, and cannot be reverse engineered to reveal, any confidential information, personally identifiable information or production data, including data identifying real financial transactions. Company is solely responsible for maintaining back-ups of all Company Materials and Developed Software and any other computer files used by Company in connection with the Hackathon. Company shall ensure that its employees, officers, directors or other representatives who are participating in the Hackathon (“Representatives”) comply with the Terms and the rules of the Hackathon and shall be responsible for all actions or omissions of its Representatives. OpenFinity shall have no obligation to provide any technical or other support to Company or its Representatives. Company will comply with all laws and regulations applicable to its participation in the Hackathon.

4. Intellectual Property.

4.1 Company represents and warrants that it owns, or is duly licensed to use, all intellectual property included into the Company Materials or Solutions and that the Company Materials and Solutions do not infringe, misappropriate or violate any third-party rights, including any intellectual property rights.

4.2 Company shall retain all right, title and interest, including all intellectual property rights, in and to the Company Background IP, Company Materials, Developed Software and Solutions, subject to the licenses granted by Company pursuant to Section 4.3 and 4.4. If Company is part of a team with other participants, the team is wholly responsible for determining ownership of any intellectual property rights in the Solutions.

4.3 Company grants to OpenFinity a limited, royalty-free, non-exclusive, irrevocable license, for the term of the Hackathon, to use, store, copy, publicly display and exploit the Solutions for the purposes of evaluating, testing, judging and demonstrating such Solutions. Company further represents and warrants that OpenFinity’s use such Solutions in accordance with these Terms does not infringe or violate any third-party rights, including any intellectual property rights.

4.4 Company acknowledges and agrees that there is no obligation of confidentiality on the part of OpenFinity or any other participants in the Hackathon, including with respect to ideas or solutions shared by Company during the Hackathon.

5. Prizes. OpenFinity will award prizes to Hackathon winners and/or participants in the sole discretion of the Jury and its members appointed by OpenFinity. Winners must be present during the OpenFinity days event in NY on May 14-15, 2025 to receive their prizes. OpenFinity will have no obligation to award any prizes to participants who fail to be present at the OpenFinity days event.

6. Limitation of Liability and Disclaimer. To the fullest extent permitted by law, OpenFinity, its affiliates and third=party providers disclaim any and all representations and warranties, express or implied, with respect to the Hackathon Resources, including, without limitation, warranties of accuracy, completeness, timeliness, merchantability, non-infringement or fitness for a particular purpose. The Hackathon Resources are provided on an “as is” basis and Company’s use of the Hackathon Resources and participation in the Hackathon is entirely at Company’s own risk. In no event will OpenFinity, its affiliates or third party providers be liable for any direct, indirect, incidental, special, punitive or consequential or similar damages even if advised of the possibility of such damages. OpenFinity shall not be liable for any claims against Company by any third parties.

7. Indemnification. To the fullest extent permitted by law, Company will indemnify and hold harmless OpenFinity, its affiliates and third-party providers and their respective directors, officers, managers, employees, agents, and consultants from and against, any and all losses, liabilities, damages, fines, penalties, deficiencies, costs or expenses, including the reasonable fees and expenses of attorneys or other experts and professional advisers incurred, sustained or suffered as a result of a claim brought by a third-party arising from or relating to: (i) Company’s breach of these Terms or any separate terms imposed by a third-party provider of Hackathon Resources, or (ii) any alleged or actual infringement, misappropriation or violation of any third-party rights, including intellectual property rights, by Company’s Solutions or the use of Company’s Solutions by OpenFinity as authorized by these Terms.

8. Publicity and Promotion. Company agrees that OpenFinity may, without notice to or consent of Company, issue a press release, newsletter, email, promotional material or public communication (including via social media or OpenFinity’s website) regarding the Hackathon, including identifying Company and Representatives as participants. OpenFinity may include, without limitation, photos, audio or visual recordings of, or statements made by, Representatives. Neither party will use the other party’s trademarks, trade dress, logos or service marks, for any purpose, including in any promotional or marketing materials, without the prior, written consent of the other party.

9. Termination. Company and/or Company’s team right to participate in the Hackathon may be terminated, with or without notice to Company, if, in OpenFinity’s sole discretion, Company or its Representatives: (i) breach any these Terms or any third-party terms or (ii) violate any of the Hackathon rules. These Terms shall commence on the Effective Date and terminate upon the end of the Hackathon, provided, however, that the following provision shall survive termination: Sections 4.4, 6, 7, 8 and 10.

10. Miscellaneous. These Terms shall be governed by and construed in accordance with the laws of the District of Columbia without regard to its conflicts of law rules. Each party consents to the exclusive jurisdiction and venue of such courts. These Terms may be amended, modified or supplemented only by a written instrument executed and delivered by both parties. If any provision of these Terms is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of these Terms shall remain in full force and effect.

If you have any questions regarding the Terms, please contact legal@openfinity.org