CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENT
16 September 2019

MEMORANDUMDATE:
SUBJECT:

16 September 2019
CHALLENGE PARTICIPATION AGREEMENTThe Challenge Participation Agreement contains provisions binding registered competitors and informs
those seeking an understanding of the rules before registering for Phase 2 of the NASA CO2 Conversion
Challenge. The program is designed to offer an open and transparent opportunity for competitors topropose solutions to advance the capabilities of physical chemical systems to convert CO₂ into molecularcompounds that can be used to manufacture useful products.
This document describes the Terms and Conditions that each competitor must accept before registering,the Legal Rules of the challenge, and the Privacy Policy for the challenge website.

CONTENTS
Terms and Conditions ................................................................................................................................A-1
Legal Rules ................................................................................................................................................. B-1
RAMPIT Privacy Policy ................................................................................................................................ C-1

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX A: TERMS & CONDITIONS

Terms and Conditions
RAMPIT, LLC (“RAMPIT”) provides an online platform for skill-based competitions through various
websites, including but not limited to this website, which are subject to the following terms andconditions. RAMPIT has an agreement with NASA to host a Competition, as described below, on thisonline platform. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THISWEBSITE. THESE TERMS AND CONDITIONS SET OUT THE TERMS OF A LEGALLY BINDING AGREEMENTBETWEEN YOU AND RAMPIT FOR YOUR USE OF THIS WEBSITE AND THE RELATED SERVICES. BY
RECOGNIZING YOUR ACCEPTANCE OF THESE TERMS, EITHER BY REGISTERING A USER ACCOUNT AND/OR
BY ACCESSING AND USING THIS WEBSITE, AS APPLICABLE, YOU AGREE TO BE BOUND BY ALL OF THESETERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MUST CEASE USING THIS WEBSITE AND THE
RELATED SERVICES.
1. Definitions and interpretation
In this document, the following capitalized terms have the following meanings, unless otherwise
expressly indicated:
1.1“Affiliated Persons” means:a. the officers, employees, contractors, agents, representatives and affiliates of theCompetition Sponsor and any entity associated with the funding, administration, or
processing of the CO2 Conversion Challenge andb. the members of the Immediate Family (as defined below) of any of the persons identified in
the foregoing clause (a). The term “Immediate Family” includes a person’s spouse/domestic
partner and the parents, siblings, children and grandchildren of the person and his or her
spouse/domestic partner.

1.2"Agreement" means:
a.
b.
c.
d.
e.

1.3

these terms and conditions;any amendments subsequently made to these terms and conditions;
any replacement or novation of this Agreement;
terms and conditions incorporated into this Agreement by reference; and,any policies (including the Privacy Policy), terms, conditions, Competition Terms andConditions, notices and disclaimers contained elsewhere on this Website or provided by
RAMPIT or the Competition Sponsor in connection with the Services.

"Award" means any form of benefit or other forms of recognition to declared or selected
Winner(s), as set out in the Competition Terms and Conditions. In this case, the three highest
scoring teams may be provided the following awards in the form of a single payment to eachfrom the National Aeronautics and Space Administration (“NASA”).


1st Place - $350,000
2nd Place - $200,000
3rd Place - $100,000

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX A: TERMS & CONDITIONSIn the event of a tie score between two or more teams, the corresponding award(s) will be
divided evenly among the teams. For example, a tie for first place will result in both teams
receiving ($350,000 + $200,000)/2 = $275,000.
In the event of a tie score between two or more teams, the corresponding award(s) will be
divided evenly among the teams. For example, a tie for first place will result in both teams
receiving ($400,000 + $250,000)/2 = $325,000.
1.4“Centennial Challenges Program” means the NASA program that was initiated to use prizes togenerate revolutionary and innovative solutions to problems of interest to NASA and thenation. The program seeks innovations from diverse and non-traditional sources and engages
the public in the process of advanced technology development.

1.5“CO2 – Carbon Dioxide” means the colorless gas with a density about 60% higher than that ofdry air. Carbon dioxide consists of a carbon atom covalently double bonded to two oxygen
atoms. It occurs naturally in Earth's atmosphere as a trace gas and makes up the majority of theatmosphere of Mars.

1.6“Competition" means any challenge or contest posted on this Website, however expressed.

1.7"Competition Information" means all Content provided in relation to a particular Competition,
including the Competition Terms and Conditions.

1.8"Competition Sponsor" means in relation to any Competition posted on this Website, theentity responsible for the Competition or procuring RAMPIT and/or its owners to post theCompetition. For this Competition, the Competition Sponsor is the National Aeronautics andSpace Administration Centennial Challenge Program, a government agency, located at NASA
Marshall Space Flight Center, Huntsville, AL 35812.

1.9"Competitor" means in relation to any Competition posted on this Website, a person, a teamof persons, or an Entity that meet the eligibility requirements of this Competition and that
submits or proposes to submit an Entry to the Competition. See the Rules for the eligibility
requirements.

1.10"Content" means any information, files, text, code, material, images, data, sounds, graphics,
software, photos, designs, software downloads, goods, services documents, layouts, applet,
CGI interfaces, descriptions, illustrations, catalogues, advertisements, audio and video materialor specifications contained in or referred to in this Website, obtained through or via thisWebsite or available to be viewed by accessing any part of this Website (which may be out ofdate or superseded), whether it be obtained directly or indirectly, in any machine or humanreadable format. Without limiting the foregoing, “Content” includes any Entry submitted
through or via this Website.

1.11"Entity" means an entity duly organized and validly existing under state or federal law in the
United States of America that maintains a primary place of business in the United States andA-2

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CHALLENGE PARTICIPATION AGREEMENTAPPENDIX A: TERMS & CONDITIONS
that is represented on the Website by a person at least 18 years of age who is a U.S. citizen or
permanent resident and who is the duly authorized representative of such Entity.
1.12"Entry" means an entry by a Competitor in response to a Competition.

1.13"Entry Content" means all Content used, in whole or in part, directly or indirectly, in describing,drafting, developing, devising, calibrating, testing, evaluating, analyzing or generating an Entry,
or which itself constitutes the whole or part of an Entry.

1.14“Independent Laboratory” means laboratory outside of NASA that will provide independent
verification and testing to confirm attainment of the Challenge specifications.

1.15"Intellectual Property Rights" means all intellectual property rights of any type whatsoever
throughout the world including all rights which subsist in copyright, patent rights, or trademark
rights, whether or not such rights are registered or capable of being registered.

1.16“Judge” means any individual, organization or other entity represented on this website as
responsible for the subjective assessment of Entry Content, either for the purposes ofdetermining or informing the determination of any Award(s) or designation(s) of the Winners
in the Competition.

1.17“Judging Panel” means a panel of personnel selected from among NASA, academia, or industry
who are researchers and subject matter experts specializing in the topic area and who will
judge Challenge entries but are not competing in the Challenge.

1.18"Loss" means any direct, indirect, special, incidental or consequential liabilities, damages,
claims, losses, costs, expenses, actions, demands or suits, whether in contract, tort (including
liability due to infringement of intellectual property rights or due to negligence), statute orotherwise and whether pecuniary or non-pecuniary. This includes, but is not limited to, loss of
profits, legal costs and defense or settlement costs.

1.19"Posting(s)" means any addition, insertion or uploading of content to this Website, as well as
any submission or communication made through or via this Website. For the avoidance of
doubt, this includes (in the case of a Competitor) all Entries and Entry Content posted by that
Competitor.

1.20"Privacy Policy" means RAMPIT's privacy policies and notices posted on this Website, specificpages thereof, and/or provided by RAMPIT in connection with the Services.

1.21“Rules” means any set of provisions that establish specific conditions, under which Competitors
are bound, that are posted on this website, including specifically the Legal Rules for thiscompetition.

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1.22"RAMPIT" means RAMPIT, LLC, a Tennessee limited liability company, with a place of businessat 805 2nd Avenue South, #3, Nashville, TN 37210.

1.23"RAMPIT Affiliate" means an entity affiliated with RAMPIT by ownership or common
ownership (including The Common Pool, LLC, and 23Com Software, LLC) or any subsidiary of
RAMPIT.

1.24"Services" means the services provided by RAMPIT on or via this Website and includes all
Competitions.

1.25"Third Party Sites" means sites and resources located on servers maintained by others overwhom RAMPIT has no control.

1.26"User" means any person who has registered a user account on this Website. The term "User"
includes all Competitors.

1.27"User Account" means Your online account with RAMPIT which enables You to use thisWebsite and includes (but is not limited to) Your username, password, rating score andfeedback.

1.28"Website" means any web pages contained within this domain and any sub-domains and allunderlying software and infrastructure which permits the holding of Competitions. Where thecontext permits, ‘Website’ or 'website' includes the Services provided on the Website.

1.29"Winner" means, in relation to any Competition posted on this Website, those Competitor(s)who’s Entries are selected by the Competition Sponsor as a winner of the Award(s).
Competitors may disqualify their Entries from this selection by expressly informing theCompetition Sponsor of their decision within 48 hours after the close of the competition.

1.30"You" means the person, team, or organization team using the Website, including a User, or an
Entity duly organized and validly existing under state or federal law in the United States ofAmerica or the host country of origin that is represented on the Website by a User that is aperson at least 18 years of age who is the duly authorized representative of such Entity.

1.31"Your" means the possessive of the person, team, or organization using the Website, including
a User.

2. Agreement to be bound

2.1

Use of this Website is subject to this Agreement. You agree to be bound by this Agreement andany subsequent amendments to this Agreement, as set forth below.

2.2

RAMPIT reserves the right to amend or modify this Agreement at any time, provided that if
such modifications materially limit Your rights and/or expand Your obligations hereunder,

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX A: TERMS & CONDITIONSRAMPIT will notify You electronically, such as by email or through the Website. Such material
modifications will take effect on the earlier of the date You indicate Your assent (by clicking"Accept" or otherwise). No modification of the Agreement will apply to any dispute between
You and RAMPIT that arose prior to the effective date of the modification. If at any time You
disagree with the Agreement or any modifications thereof, You may terminate this Agreement
and shall cease using this Website. Your continued use of the Website after the revised
Agreement becomes effective (such as following notice as set forth above) indicates that You
have read, understood, and agreed to the revised Agreement. Any new or different terms
supplied by You are specifically rejected by RAMPIT unless RAMPIT agrees to them in a signed
writing specifically including those new or different terms.
2.3

RAMPIT may alter this Website from time to time by adding or removing features. This
Agreement will not be affected by any alterations to this Website.

2.4

Users may use this Website, including but not limited to those in the capacity of a Competitor.
This Agreement will apply to Your use of the Website in that capacity, but Users may also
include the Competition Sponsor or representatives of the Competition Sponsor, and any
conditions placed on them as Users are identified in the Terms.

3. Participation
3.1

In order to participate in any Competition, You must register as a User. Participation on thisWebsite is free.

3.2

Participation is available only to individuals, teams, and Entities that are able to form legallybinding contracts under applicable law. If You do not accept this Agreement, You will not be
permitted to participate in any Competition or otherwise access or use the Website in any
way.

3.3

By entering, You represent that you are not:a. An individual under the age of 18 years;
b. A person whose participation has been permanently suspended or terminated under
Section 4 below; orc. A person who resides in or is a citizen of countries that are prohibited by law, regulation(including United States or other applicable export laws and regulations), treaty or
administrative act from entering into trade relations (including export of technology) with
the United States or its citizens.

3.4

When registering as a User, You warrant to RAMPIT that:a. You are 18 years of age or older, and You are registering as a User on Your own behalf andin Your own name as a representative of yourself, a team of individuals, or an Entity (andnot on behalf of and/or in the name of a third person);

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b. If You are representing an Entity, You have full legal capacity and power to enter into andperform Your obligations under this Agreement on behalf of the Entity; andc. You agree to act in good faith and in accordance with this Agreement.
3.5

No individual or represented Entity may register more than once (for example, by using a
different username/email).

3.6

Acceptance of registration is at the sole discretion of RAMPIT. If RAMPIT believes that any
registration has been made in contravention of clauses 3.1, 3.2, 3.3, 3.4 or 3.5 above (orotherwise in breach of this Agreement), it may refuse to accept the registration.

3.7

You are responsible for all use of this Website made using Your User Account (and/or
username/email or password), whether or not You are aware of that use or could reasonably
have been aware of that use. You agree to notify RAMPIT immediately if You become aware of
any unauthorized use of Your User Account.

3.8

Your User Account is personal to You and may not be sold, assigned or transferred to a third
party. If You attempt to sell, assign or transfer Your User Account to a third party, RAMPIT
may suspend or terminate Your participation at its sole discretion.

3.9

RAMPIT may communicate with You through the username/email that You provide atregistration. You agree to notify RAMPIT within a reasonable time if there are any changes toYour details. If You fail to notify RAMPIT of any changes to Your details, You agree to waive
any objection, claim, defense or recourse You might have had as a consequence of RAMPIT
failing to communicate with You. If You change Your email address and fail to notify RAMPIT
of the change, RAMPIT will be deemed to have communicated with You on the date on whichit communicated with the email address most recently provided by You.

3.10

You warrant that any Content provided or posted by You (through registration or otherwise):a. is not false, inaccurate, misleading or fraudulent;b. does not infringe any third party's Intellectual Property Rights or other rights arising at law
or otherwise;c. is not obscene, defamatory, libelous, threatening or harassing;d. does not violate any applicable law;e. does not contain or describe pornography and is not otherwise harmful to persons under
the age of 18 years;
f. will not create liability for RAMPIT or cause it to lose the services of its internet service
providers or other suppliers (in whole or in part);
g. will not create liability for the Competition Sponsor or RAMPIT of any kind.
Unlawful, plagiarized, third-party intellectual property infringing, unintelligible, illegible,
obscene, indecent or incomplete entries will be disqualified in the Competition Sponsor's or
RAMPIT’s sole discretion. The Competition Sponsor and RAMPIT reserve the right to scrutinize

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all new Entries for these requirements at any time during or after the CO2 Conversion
Challenge.
3.11

If RAMPIT believes that any Content contravenes Clause 3.10 (or any other provision of thisAgreement), it may remove that Content and/or take any other steps as it deems necessary toprotect itself or third parties against any Loss. To the maximum extent permitted by law,
RAMPIT will not be liable for any Loss to any person arising from the removal of Content
under this Section.

4. Terminating Your Participation
4.1

Subject to Clause 4.2, You may terminate Your participation at any time and without cause by
notifying RAMPIT through this Website.

4.2

If You terminate Your participation, this Agreement and any other applicable terms andconditions will continue to apply to any Postings made by You prior to giving the noticedescribed in Clause 4.1 above.

4.3

RAMPIT may, in its absolute discretion, terminate or suspend Your participation at any time
and without notice if it believes that:a. You have breached this Agreement or any other applicable terms and conditions;b. You have acted in a way which is unlawful, or which may create liability for You, RAMPIT,
our Users, our internet service providers or any other supplier, or the Competition
Sponsor;c. RAMPIT is unable to verify any information provided by You;d. Other Users give negative feedback about You, which RAMPIT determines in its absolute
discretion is worthy of termination;e. You have acted or represented Yourself in any way that RAMPIT or the Competition
Sponsor deems that your termination is necessary.

4.4

If RAMPIT terminates Your participation, RAMPIT may in its absolute discretion withdraw any
Postings submitted or made by You. If RAMPIT terminates Your participation, RAMPIT may, atits sole discretion, immediately withdraw Your Entries, which will have no force and effectfrom the date on which Your participation was terminated.

4.5

Subject to Clause 4.4, if RAMPIT suspends Your participation, any entries or other Postings
submitted or made by You may be suspended for the period in which Your participation issuspended.

4.6

If Your participation is terminated, either by You or by RAMPIT:
a. You are no longer authorized to access this Website;b. all restrictions imposed on You, licenses granted by You and all indemnities, disclaimers
and limitations of liability set out in this Agreement, including clauses 10 (Limitation of

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Liability) and 11 (Indemnities), will survive, along with clauses 13 (Intellectual Property),
15 (Arbitration) and 17 (Miscellaneous).
5. Use of this Website
5.1

You must not use the Website to facilitate or participate in any illegal activity or engage in any
activity which RAMPIT, in its absolute discretion, considers inappropriate. RAMPIT reserves theright to terminate or restrict Your access to this Website immediately and indefinitely if itsuspects that You are engaging in any such behavior or are in breach of any terms of thisAgreement. You agree that You will only use Your User Account and this Website for the
purposes of using the Services and for no other purpose. Without limiting the foregoing, in usingYour User Account and accessing the Website, You agree not to:
a.

b.
c.
d.
e.
f.
g.
h.
i.

j.
k.

use Your User Account in a fraudulent or illegal manner, or email or otherwise send any
materials from Your User Account which are offensive, unlawful, harassing, libelous,defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
use Your User Account to stalk or harass another person;
use Your User Account to impersonate any person in any way whatsoever;use Your User Account to infringe the copyright, trademark, patent or other Intellectual
Property Rights of any person or Entity;
use Your User Account to send advertising, chain letters, junk mail, spam or any other typeof unsolicited electronic communications;use Your User Account to send or distribute any Content of any kind which contains a virus,
spyware, malware or other harmful, disruptive or destructive component;
intentionally or negligently use Your User Account in a way that degrades performance of
this Website to other persons;manipulate, or attempt to manipulate, any Competition;
use Your User Account or any mechanism, software or other scripts in relation to theWebsite which could disrupt or interfere with the Website or any servers, software,
hardware or equipment connected to or via the website;
restrict or inhibit any other User from using or enjoying the Website;
violate any applicable law relating to Your use of the Website.

6. Terms specific to Competitors
6.1
a.
b.
c.
d.

If You are registered as a Competitor, You agree and acknowledge that:in making an Entry, to be bound by this Agreement and all Competition Information(including the Competition Terms and Conditions) relating to the Competition;
RAMPIT does not guarantee the accuracy of the Competition Information (or other Content
posted on the Website), ownership of any Content, or the availability of any Award(s);any leader board appearing in connection with a Competition is indicative only and makes
no representations and creates no entitlements in relation to any Award(s);RAMPIT does not control the decisions of the Competition Sponsor, and You release RAMPIT
and Competition Sponsor from any claims You may have in relation to the decisions of the

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e.
f.
g.
h.
i.

Competition Sponsor (including the selection of the Winner and ranking of Competitors),
including any defamation or other claims arising from its ranking of Competitors;
RAMPIT is not responsible for any Postings provided by other Users or for the accuracy ofContent provided by other Users;
RAMPIT is not liable to bestow any Award(s), and You will look solely to the Competition
Sponsor and any designated administrating entity for the bestowal of any Award(s);in the event that You have any dispute with another User, You release RAMPIT from all
claims of any kind arising from that dispute;
You will not initiate contact with a Competition Sponsor for the purpose of contracting
separately with the Competition Sponsor to circumvent any Competition; and,an Entry will be deemed to have been logged at the time that it is received by RAMPIT. You
agree that neither RAMPIT nor the Competition Sponsor is responsible for any Entry not
being received due to technical reasons or otherwise.

6.2

The Competition Sponsor reserves the right to conduct an administrative review of any
Entry or any Competitor in order to screen for completeness and other Entry Content
requirements (as described in the Competition Terms and Conditions) before distributing
approved Entries to Judges.

6.3

Competitors permit RAMPIT, the Competition Sponsor, and/or any entity designated by theCompetition Sponsor, to publish any Entry, Entry Content, or Content (specifically, theProposal Title, Technical Abstract, and Video) on this website; the remainder of any Entry,
Entry Content, or Content will also be viewed by the Competition Sponsor, RAMPIT, andJudges, as necessary.

6.4

By participating in the CO2 Conversion Challenge, You hereby irrevocably grant to theCompetition Sponsor a non-exclusive, royalty free, sub-licensable, worldwide, license andright to use the Entry to the extent necessary to administer the CO2 Conversion Challenge,
and to publicly perform and publicly display portions of the Entry (specifically, the Proposal
Title, Technical Abstract, and Video), including, without limitation, for advertising andpromotional purposes relating to the CO2 Conversion Challenge. If you are selected as aWinner of the CO2 Conversion Challenge, as a condition to accepting their respective
Awards, You hereby grant the Competition Sponsor a non-exclusive, perpetual, royalty free,sub-licensable, worldwide, license and right to post on the Competition Sponsor’s website
portions of your Entry, specifically, the Proposal Title, Technical Abstract, and Video (via web
link, iframe, or other presentation modality).

7. RAMPIT's relationship with Competitor and Competition Sponsor
7.1

RAMPIT is not involved in any way in the formation of any contract between the Competitor
and the Competition Sponsor. RAMPIT at no time acts as an agent for any Competitor.

7.2

RAMPIT will not be liable to You in any respect if a Competition Sponsor or Competitor fails
to perform its obligations under this Agreement or the Competition.

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7.3

The Competition Sponsor will at all times be responsible for the bestowal of any Award(s) inaccordance with the Agreement and the Competition Terms and Conditions. RAMPIT will
have no liability whatsoever in respect to the failure of a Competition Sponsor to bestow
any Award(s), and You acknowledge and agree that You will not take action of any kindagainst RAMPIT in respect to any claim for any Award(s) that You may or may not have or
wish to make.

8. Terms specific to Winners and Competition Sponsor
8.1

Winners agree that any Award is conditional upon receipt by the Competition Sponsor of any
Entry Content used or consulted by that Winner in generating the winning Entry and that any
Award will not be bestowed until this condition has been satisfied.

8.2

Awards will be issued to the team leads of the winning team. Competition Sponsor willcontact the team leads to request additional information needed to execute the Award. If a
Winner fails or refuses to sign and return all requested information within five business daysof the Competition Sponsor’s request (or a shorter time as exigencies may require), theWinner may be disqualified and an alternate Winner may be selected.

8.3

By participating in the CO2 Conversion Challenge, in addition to any other rights granted
herein or which may be granted in any other agreement entered into between theCompetition Sponsor and RAMPIT, on the one hand, and You, on the other hand, You, to theextent allowed by applicable law, hereby irrevocably (a) grant to each of the Competition
Sponsor and RAMPIT the right to use Your name, likeness, image, and biographicalinformation in any and all media for any purpose, including, without limitation, advertisingand promotional purposes relating to the CO2 Conversion Challenge and (b) releases
Competition Sponsor from any liability with respect thereto.

8.4

No more than the advertised number of awards will be distributed. Awards will be delivered
only to an address in the United States.

8.5

Attempts to notify potential Winners will be made using the contact information provided on
the Winner’s Entry. The Competition Sponsor and RAMPIT are not responsible for e-mail orother communication problems of any kind. If, despite reasonable efforts, a potential Winner
does not respond within five business days of the first notification attempt (or a shorter time
as exigencies may require), or if the Award or Award notification is returned as unclaimed orundeliverable to such potential Winner, such potential Winner will forfeit the Award and analternate Winner may be selected. If any potential Winner is found to be ineligible, or has notcomplied with these Rules or declines the applicable Award for any reason, such potential
Winners will be disqualified and an alternate Winner may be selected.

9. Taxes on Awards

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9.1

You will be responsible for any tax, levy, or other charge that may arise under any applicable law
from the use of this Website, including from receiving any Award(s). You acknowledge that You
will not be entitled to demand any additional payment by reason of any Award(s) being subject
to any tax, levy, or other charge in any jurisdiction.

10. Limitation of liability
10.1

THIS WEBSITE AND SERVICES, AND ALL CONTENT ASSOCIATED THEREWITH, ARE PROVIDED "AS
IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE
FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RAMPIT AND COMPETITIONSPONSOR AND THE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES,
LICENSORS AND SUPPLIERS OF EACH EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS,IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RAMPIT DOES NOTWARRANT THIS WEBSITE AND RELATED SERVICES AND THE CONTENT PROVIDED THROUGH IT,
INCLUDING THE ENTRIES AND ASSOCIATED ENTRY CONTENT, TO BE AVAILABLE, ACCURATE,USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELYRESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE, LOSS OF DATA, OR OTHER
HARM THAT RESULTS FROM YOUR USE OF THIS WEBSITE (INCLUDING THE SERVICES).

10.2

UNDER NO CIRCUMSTANCES WILL RAMPIT OR COMPETITION SPONSOR OR THE OWNERS,DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS OF EITHER
BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR
EXEMPLARY DAMAGES ARISING OR RELATED TO THIS WEBSITE, INCLUDING LOSS OF PROFITS,
LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, EVEN IF RAMPIT ORCOMPETITION SPONSOR OR THE AUTHORIZED REPRESENTATIVE OF EITHER HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Without limiting the generality of the foregoing, You agree that neither RAMPIT NOR THE
COMPETITION SPONSOR are responsible for any Loss arising out of, or in any way connected
with:
a.
b.
c.
d.
e.
f.
g.
h.

delay or inability to access or use this Website;reliance on any Competition Information or other Content;
the transmission of any computer virus, however occurring;
any unauthorized access to, modification or alteration of Content;
any Content sent or received or not sent or received;
any transaction entered into through this Website;
any infringement of rights, including Intellectual Property Rights;
any threatening, defamatory, obscene, offensive, harmful, inappropriate or illegal Content
or conduct of any party;
i. any Content sent by any third party using and/or included in this Website;j. termination of Your participation; or,k. any delays, interruptions, inaccuracies, errors, omissions or cessation of services.

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10.3

For the avoidance of doubt, You acknowledge that RAMPIT is a provider of an interactive
computer service and that neither RAMPIT nor COMPETITION SPONSOR is a publisher under
Section 230 of the Communications Decency Act of 1996, and therefore not responsible for anyof the Users' Postings. If, notwithstanding the provisions of this Clause 10.3, a court ofcompetent jurisdiction holds RAMPIT or COMPETITION SPONSOR liable in respect of any
matters arising under or incidental to this Agreement, RAMPIT'S AND COMPETITIONSPONSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THIS WEBSITE ORRELATED SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR
OTHERWISE) WILL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR USING THIS WEBSITE
DURING THE 12 MONTHS PRECEDING YOUR CLAIM, OR, IF NO AMOUNT WAS PAID, SUCH
LIABILITY WILL BE LIMITED TO $100.

10.4

You agree that neither RAMPIT nor COMPETITION SPONSOR nor the third-party providers ofeither will be liable or responsible for any failure in, or delay to, the provision of the Services orcomplying with obligations under this Agreement where such failure or delay has arisen as adirect or indirect result of:a.

fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war,
terrorism, explosion, sabotage, industrial accident or industrial strike;telecommunications failure, hardware failure or software failure;
the failure of any third party to fulfill any obligations to RAMPIT or COMPETITION SPONSOR; or
any other circumstance or event which is or is not within the reasonable control of RAMPIT or
COMPETITION SPONSOR.

b.
c.
d.

10.5

In the event an insufficient number of eligible entries is received or the Competition Sponsor isprevented from awarding an Award or continuing with the CO2 Conversion Challenge as
contemplated herein by any event beyond its control, including, without limitation, fire, flood,
natural or man-made epidemic, earthquake, explosion, labor dispute or strike, act of God or
public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity,war (declared or undeclared) or any federal state or local government law, order, or regulation,
public health crisis, order of any court or jurisdiction, or other cause not reasonably within theCompetition Sponsor’s control (“Force Majeure”), the Competition Sponsor shall have the rightto modify, suspend, or terminate the CO2 Conversion Challenge. If the CO2 Conversion
Challenge is terminated for Force Majeure before expiration of the CO2 Conversion Challenge,
the Competition Sponsor may (if reasonably possible) select Winners from all eligible, nonsuspect entries received as of the date of the event giving rise to the termination.

10.6

All obligations of the Competition Sponsor under or pursuant to this Agreement are subject tothe availability of funds, and no provision of this Agreement shall be interpreted to require
obligation or payment of funds in violation of the Anti-Deficiency Act, (31 U.S.C. § 1341).

10.7

You agree that the Competition Sponsor and RAMPIT:

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX A: TERMS & CONDITIONS
a.

b.

shall not be responsible or liable for any losses, damages, or injuries of any kind (including
death) resulting from participation in the CO2 Conversion Challenge or any CO2 Conversion
Challenge-related activity, or from Your acceptance, receipt, possession, use, or misuse of any
Award, andhave not made any warranty, representation, or guarantee, express or implied, in fact or inlaw, with respect to any Award, including, without limitation, regarding such award’s
merchantability or fitness for a particular purpose. The Competition Sponsor and RAMPIT
assume no responsibility for any damage to Your computer system which is occasioned byaccessing the CO2 Conversion Challenge Website or participating in the CO2 Conversion
Challenge, or for any computer system, phone line, hardware, software, or program
malfunctions, or other errors, failures, delayed computer transmissions, or network
connections that are human or technical in nature.

11.

Indemnity

11.1

You agree to indemnify and hold each of the Competition Sponsor, RAMPIT, and their owners,
officers, employees, agents and suppliers, harmless from all claims and Losses (including legalfees) due to or arising out of or in connection with Your Postings, Competition, Competition
Information and other Content (as applicable), Your use of this Website, or Your breach of thisAgreement.

11.2

You, by submitting an Entry, agree to indemnify, defend, and hold harmless each of theCompetition Sponsor and RAMPIT, and each of their respective directors, trustees, officers,
employees, agents, consultants, and successors and assigns, from and against all third party
claims, actions, or proceedings of any kind and from any and all damages, liabilities, costs, andexpenses relating to or arising from Competitor’s entry or any breach or alleged breach of any ofYour representations, warranties, and covenants in this Agreement.

11.3

You agree to obtain any and all insurance policies and coverage required by Your local, state, orfederal governments to conduct any and all activities related to or required by Your
participation in the Competition. Additionally, Competition Sponsor requires that each
Individual, Entity or Team have liability insurance in the amount of $250,000 that covers all
Competitors You are registering and will require proof of such insurance as a requirement toparticipate in the competition. This liability insurance shall cover (A) a third party for death,bodily injury, or property damage, or Loss resulting from an activity carried out in connection
with participation in a competition, with the U.S. Government named as an additional insured
under the registered Competitor’s insurance policy and registered Competitors agreeing toindemnify the U.S. Government against third party claims for damages arising from or related tocompetition activities; and (B) the U.S. Government for damage or loss to Government property
resulting from such an activity. Proof of insurance shall be provided to the Competition Sponsor
30 days in advance of the competition, and have a policy period of date of registration throughSeptember 30, 2020. You agree that failure to meet this insurance requirement will result inYour removal from participation in the Competition.

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CO2 CONVERSION CHALLENGE
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12. Access to the Site outside of the United States
12.1

Neither RAMPIT nor COMPETITION SPONSOR represents or warrants that the content on thisWebsite complies with the laws of any country outside of the United States. If You access thisWebsite from outside the United States, You do so at Your own risk.

13.

Intellectual property

13.1

You acknowledge that, as between the parties, RAMPIT is the owner of all Intellectual Property
Rights in and to this Website (excluding Postings). You acknowledge that You have noIntellectual Property Rights in or to this Website or to any Postings not made directly by You
except for a limited license to use this Website as necessary to participate in a Competition or
evaluate the possibility of such participation.

13.2

You acknowledge that all text, graphics, user interfaces, photographs, trademarks, logos andartwork, including the design, structure, selection, coordination, expression, 'look and feel' andarrangement of such Content, provided by RAMPIT or its licensors on this Website is owned or
licensed by or to RAMPIT and is protected by applicable copyright, patent and trademark laws
and various other intellectual property rights and unfair competition laws. No such Content canbe copied, publicly displayed, modified, sold, licensed or distributed in any way by You without
RAMPIT's prior written consent. You shall not use "National Aeronautics and Space
Administration" or "NASA" in a way that creates the impression that a product or service has theauthorization, support, sponsorship, or endorsement of NASA, which does not, in fact, exist.
You must submit any proposed public use of the NASA name or initials (including press releases
and all promotional and advertising use) to the NASA Associate Administrator for the Office ofCommunications or designee ("NASA Communications") for review and approval. Approval by
NASA Office of Communications shall be based on applicable law and policy governing the use of
the NASA name and initials. Use of NASA emblems (i.e., NASA Seal, NASA Insignia, NASA
logotype, NASA Program Identifiers, and the NASA Flag) is governed by 14 C.F.R. Part 1221. You
must submit any proposed use of the emblems to NASA Communications for review andapproval.

14. Third -party sites
14.1

From time to time, RAMPIT may provide, or any Content may contain, links to Third Party Sites
and resources. You acknowledge that:a.
b.

Neither RAMPIT nor Competition Sponsor has any control over Third Party Sites and resources;
Neither RAMPIT nor Competition Sponsor is responsible for the availability of such external sites
or resources; andNeither RAMPIT nor Competition Sponsor endorses nor is either responsible for any content,
advertising, products, services or other materials on or available from such sites or resources.

c.

14.2

You acknowledge and agree that neither RAMPIT nor Competition Sponsor will be responsible
or liable, directly or indirectly, for any Loss caused or alleged to be caused by or in connection

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with Your use of or reliance on any Content or material available on or through any Third-Party
Sites or resource.
15. Arbitration
15.1

In the interest of resolving disputes between You and RAMPIT in the most expedient and costeffective manner, You and RAMPIT agree that any and all disputes arising in connection with thisAgreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuitin court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more
limited discovery than in court, and can be subject to very limited review by courts. Arbitrators
can award the same damages and relief that a court can award. Our agreement to arbitrate
disputes includes, but is not limited to all claims arising out of or relating to any aspect of thisAgreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal
theory, and regardless of whether the claims arise during or after the termination of theseTerms and Conditions. You understand and agree that, by entering into these Terms andConditions, You and RAMPIT are each waiving the right to a trial by jury or to participate in aclass action.

15.2

You and RAMPIT or Competition Sponsor each agree that nothing herein shall be deemed towaive, preclude, or otherwise limit any rights to (i) bring an individual action in small claims
court, (ii) pursue enforcement actions through applicable federal, state, or local agencies wheresuch actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a courtof law to address intellectual property infringement claims.

15.3

Any arbitration between You and RAMPIT will be governed by the Commercial Dispute
Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes(collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by theseTerms and Conditions, and will be administered by the AAA. The AAA Rules and filing forms areavailable online at www.adr.org, by calling the AAA at 1-800-778-7879.

15.4

A party who intends to seek arbitration must first send a written notice of the dispute to theother, by certified mail or Federal Express (signature required), or in the event that we do nothave a physical address on file for You, by electronic mail ("Notice"). RAMPIT's address for
Notice is: RAMPIT, LLC, 805 2nd Avenue South, #3, Nashville, TN 37210 or support@rampit.com.
The COMPETITION SPONSOR’s address is NASA MSFC, ATTN: Monsi Roman, Centennial
Challenges Program, NASA Marshall Space Flight Center, Huntsville, AL 35812. The Notice must:(a) describe the nature and basis of the claim or dispute; and, (b) set forth the specific relief
sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reachan agreement within 30 calendar days after the Notice is received, You may commence
arbitration proceedings.

15.5

Any arbitration hearings will take place at a location to be agreed upon by the parties to thearbitration or, if a location cannot be agreed upon, then it will be agreed upon by thearbitrator(s), provided that if the claim is for $10,000 or less, You may choose whether thearbitration will be conducted solely on the basis of documents submitted to the arbitrator,

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX A: TERMS & CONDITIONS
through a non-appearance based telephonic hearing, or by an in-person hearing as establishedby the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator
shall issue a reasoned written decision sufficient to explain the essential findings andconclusions on which the decision and award, if any, are based. The arbitrator may make rulings
and resolve disputes as to the payment and reimbursement of fees or expenses at any time
during the proceeding and upon request from either party made within 14 calendar days of thearbitrator's ruling on the merits.
15.6

YOU AND RAMPIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUROR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and RAMPIT agree
otherwise, the arbitrator may not consolidate more than one person's claims, and may nototherwise preside over any form of a representative or class proceeding.

15.7

If only Clause 15.6 is found to be unenforceable, then the entirety of this Section 15 shall be nulland void and, in such case, the parties agree that the exclusive jurisdiction and venue describedin Section 17 shall govern any action arising out of or related to the Agreement.

16. Digital Millennium Copyright Act
16.1

If you are a copyright owner or an agent thereof and believe that any Content infringes upon
your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act("DMCA") by providing RAMPIT's copyright agent (the "Copyright Agent") with the following
information in writing (see 17 U.S.C 512(c)(3) for further detail):a.

A physical or electronic signature of a person authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple
copyrighted works at a single online site are covered by a single notification, a representative listof such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled and information
reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as anaddress, telephone number, and, if available, an electronic mail;A statement that you have a good faith belief that use of the material in the manner complainedof is not authorized by the copyright owner, its agent, or the law; andA statement that the information in the notification is accurate, and under penalty of perjury,that you are authorized to act on behalf of the owner of an exclusive right that is allegedly
infringed.

b.

c.

d.
e.
f.

16.2

RAMPIT's designated Copyright Agent to receive notifications of claimed infringement is
Copyright Agent, RAMPIT, LLC, 805 2nd Avenue South, #3, Nashville, TN 37210, email:support@rampit.com. You acknowledge that if you fail to comply with all of the requirements ofthis Section 16, your DMCA notice may not be valid.

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX A: TERMS & CONDITIONS

16.3

If you believe that your Content that was removed (or to which access was disabled) is not
infringing, or that you have the authorization from the copyright owner, the copyright owner's
agent, or pursuant to the law, to post and use the material in your Content, you may send a
counter-notice containing the following information to the Copyright Agent:a.
b.

Your physical or electronic signature;
Identification of the Content that has been removed or to which access has been disabled andthe location at which the Content appeared before it was removed or disabled;
A statement that you have a good faith belief that the Content was removed or disabled as aresult of mistake or a misidentification of the Content; andYour name, address, telephone number, and e-mail address, a statement that you consent to
the jurisdiction of the federal court in Nashville, Tennessee, and a statement that you will accept
service of process from the person who provided notification of the alleged infringement.

c.
d.

16.4

If a counter-notice is received by the Copyright Agent, RAMPIT may send a copy of the counternotice to the original complaining party informing that person that it may replace the removed
Content or cease disabling it in 10 business days. Unless the copyright owner files an action
seeking a court order against the Content provider, member or user, the removed Content may
be replaced, or access to it restored, in 10 to 14 business days or more after receipt of thecounter-notice, at RAMPIT's sole discretion.

17. Miscellaneous
17.1

As defined in Clause 1.2, this Agreement is the entire agreement between You and RAMPIT
relating to the subject matter herein, and supersedes all previous communications,representations, understandings and agreements, either oral or written, between You and
RAMPIT with respect to said subject matter. This Agreement shall not be modified except in a
writing signed by both parties, or by a change made as provided in Clause 2.2. If any provision ofthis Agreement is invalid or unenforceable, such invalidity or unenforceability will not affect theremainder of this Agreement, which is severable from said provision and will remain in full force
and effect.

17.2

If You breach any provision of this Agreement and RAMPIT has knowledge (either actual orconstructive) of that breach, a failure to pursue legal action or to enforce any remedy against
You will not constitute a waiver of its legal rights. Any waiver of rights under this Agreement
must be in writing and signed by RAMPIT.

17.3

All matters relating to this Website and this Agreement are governed by and are to be construed
according to the laws applicable in the state of Tennessee, United States (without regard to any
rules governing choice of law). If one or more of the exceptions from arbitration expressly set
forth in Section 16 above apply, You agree unconditionally to submit to the exclusive jurisdictionof the courts in Davidson County, Tennessee, in relation to all matters arising out of or in any
way connected with this Agreement or this Website.

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX A: TERMS & CONDITIONS
17.4

RAMPIT may assign its rights and novate or transfer obligations which arise under thisAgreement. You must not assign, novate or otherwise transfer Your rights or obligations under
this Agreement without the prior written consent of RAMPIT. Any assignment attempted inviolation of this Clause 17.4 shall be void.

17.5

The parties agree that no rule of construction applies to the disadvantage of a party becausethat party was responsible for the preparation of this Agreement or part of it.

17.6

Unless otherwise requested in writing by You, RAMPIT may refer to You and Your corporate
identity (if applicable) as part of promoting this Website and RAMPIT in the marketplace.

17.7

RAMPIT accepts content uploaded from Users in good faith and on the basis of warranties
provided by Users. It is Your responsibility at all times to investigate and become satisfied as tothe accuracy of the information provided by any other party (including all Users) on thisWebsite. RAMPIT at no time makes any representations as to the accuracy of any information
provided on this Website.

17.8

You acknowledge and agree that to the extent that this Agreement relates to a Competition, aprospective Competition or any Posting, this Agreement is intended also to be for the benefit of
the Competition Sponsor, the Competitors and other Users, who are entitled to enforce theprovisions of this Agreement against You.

17.9

All notices, requests, demands, consents, approvals, offers, agreements or othercommunications given by You to RAMPIT must be emailed to RAMPIT at support@rampit.com.

17.10 In the interpretation of this Agreement, unless the contrary intention appears:
a.
b.
c.
d.
e.

the words 'includes' or 'including' mean 'includes without limitation' or 'including without
limitation';a reference to a 'person' or 'entity' includes a reference to an individual, group of individuals,
corporation, firm, association or other entity;
the singular includes the plural and vice versa;
an agreement, representation or warranty made by two or more persons is made by themjointly and by each of them severally; andheadings are inserted for convenience only and do not affect the interpretation of thisAgreement.

17.11 This Competition is a skills-based challenge to resolve bona fide requirements and not, forclarity, any game(s) of chance.

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX B: LEGAL RULESLEGAL RULES
Thank you for your interest in the NASA CO2 Conversion Challenge (the “Competition”). The Competitionis sponsored by NASA with platform support provided by RAMPIT. Please know that by participating inthis Competition and in accordance with these Rules you are eligible to receive various forms ofrecognition and a possible award from NASA. The three highest scoring teams will be awarded thefollowing prizes:

1st Place - $350,000
2nd Place - $200,000
3rd Place - $100,000

In the event of a tie score between two or more teams, the corresponding award(s) will be divided
evenly among the teams. For example, a tie for first place will result in both teams receiving ($350,000 +$200,000)/2 = $275,000.
The Rules governing this Competition ("Rules") are stated here as an extension of the Terms &Conditions ("Terms") for use of this Website. The full Terms are available for your review by accessing
them on this website. Capitalized words used but not defined in the Rules have meanings given to themin the Terms.
Please read these Rules and the Terms carefully, as they describe the conditions under which you areallowed to participate. As you participate, you may periodically be asked to recognize your acceptanceof these Rules and the Terms by clicking "accept" at various pages on this website, but by continuing any
use of this website you expressly consent to all of these Rules and the Terms.
SUBMISSION OF AN ENTRY IN PHASE 2 OF THE CO2 CONVERSION CHALLENGE CONSTITUTES FULL AND
UNCONDITIONAL AGREEMENT TO AND ACCEPTANCE OF THESE RULES.
NO PURCHASE OR PAYMENT IS NECESSARY TO ENTER OR TO WIN.
1. Eligibility
NASA welcomes applications from individuals, teams, and organization or entities that have arecognized legal existence and structure under applicable law (State, Federal or Country) and that are ingood standing in the jurisdiction under which they are organized with the following restrictions:a. Individuals must be U.S. citizens or permanent residents of the United States and must be 18
years of age or older.
b. Organizations must be an entity incorporated in and maintaining a primary place of business in
the United States.
c. Teams must be comprised of otherwise eligible individuals or organizations, and led by anotherwise eligible individual or organization.
d. Teams must conduct their demonstration work in facilities based in the United States, to include
Alaska, Hawaii, and the U.S. territories.

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CO2 CONVERSION CHALLENGE
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U.S. government employees may enter the competition, or be members of prize-eligible teams, so longas they are not acting within the scope of their Federal employment, and they rely on no facilities,
access, personnel, knowledge or other resources that are available to them as a result of theiremployment except for those facilities, access, personnel, knowledge or other resources available to allother participants on an equal basis.
U.S. government employees participating as individuals, or who submit applications on behalf of anotherwise eligible organization, will be responsible for ensuring that their participation in theCompetition is permitted by the rules and regulations relevant to their position and that they haveobtained any authorization that may be required by virtue of their government position. Failure to doso may result in the disqualification of them individually or of the entity which they represent or inwhich they are involved.
Foreign citizens may only participate through an eligible US entity as:
1. An employee of such entity
2. A full-time student of such entity, if the entity is a university or other accredited institution ofhigher learning,
3. An owner of such entity, so long as foreign citizens own less than 50% of the interests in theentity, OR
4. A contractor under written contract to such entity.
No Team Member shall be a citizen of a country on the NASA Export Control Program list of designatedcountries in Category II, which are countries determined by the Department of State to support
terrorism. The current list of designated countries can be found at http://oiir.hq.nasa.gov/nasaecp/.
Please check the link for latest updates. In the case of dual citizenship, U.S. citizenship will be acceptedover citizenship of a designated country for eligibility.
A team-designated team lead shall be responsible for the actions of and compliance with the rules,
including prize eligibility rules, by all members of his or her team.
2. Ineligible persons or entities
Federal entities or Federal employees acting within the scope of their employment are not eligible to
win an award.
Employees of NASA, RAMPIT, The Common Pool, LLC, and any of their subsidiaries and affiliates, andimmediate family members (spouse, parent, child, sibling and their respective spouses, regardless of
where they live) or persons living in the same households of such employees, are not eligible.
3. No use of government funds
No U.S. government funds may be used to prepare your submission.

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX B: LEGAL RULES
4. Distribution of an Award to a Team
If a team of individuals and/or entities is selected as a Winner of Phase 2: Demonstration, one payment
will be made to the team lead of the winning team that submitted the application. Team leads will be
required to confirm contact information provided in the participation agreement after notification of
the team winning. Competition Sponsor will contact the team leads to request additional informationneeded to execute the Award.
5. Distribution of an Award to an Organization
If an organization is selected as a Winner of Phase 2: Demonstration, one payment of the award will bemade to the team lead of the winning team that submitted the application. You warrant that theappropriate officers, executives, managers, or other persons who have the authority to approveparticipation in this competition have approved Your Entry and You understand that these terms will bebinding on both You and your Entity. Furthermore, You understand that if You enter without obtaining
the appropriate approval, NASA may, in its sole discretion, disqualify your Entry. Finally, if an entity is
selected to receive an award, an officer or person entitled to bind the entity will be required to validatethat You are entitled to receive the award on the behalf of the entity and the officer or person entitled
to bind the entity must provide the appropriate information for payment of the award.
6. Treatment and Use of Intellectual Property
Each application should reflect the anticipated ownership, use, and licensing of any intellectual
property. You represent and warrant that your Entry is an original work created solely by You, that You
own all Intellectual Property in and to the Entry, and that no other party has any right, title, claim orinterest in the Entry, except as expressly identified by You to us in writing in Your application. You retain
all right, title and interest in any inventions, software or work of authorship You invent or create. The
ownership and use of intellectual property arising from this competition remains with You. NASA may
choose to negotiate for a license to use the solutions developed as a result of this competition. Neither
NASA nor any of the entities administering this competition shall obtain any right, title or interest to any
inventions, software or work of authorship first invented or created by the participants in the course ofthis competition as a consequence of the participants’ involvement in the competition. NASA reserves
the right to share any submissions received with its civil servants and contractors, and reserves the rightto approach individual participants about any future opportunities at the conclusion of the competition.
7. Other Rules
7.1

Your application must be in English.

7.2

You must complete registration to participate in the Competition. Individuals must be 18 yearsof age or older at the time of entry to participate either individually or by representing anapplicant organization. You cannot reside in nor be governed by countries that are prohibitedby law, regulation (including United States or other applicable export laws and regulations),
treaty or administrative act from entering into trade relations (including export of technology)
with the United States of America or its citizens.

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX B: LEGAL RULES
7.3

Your Entry should meet the application requirements stipulated on this website. You arerequired to register in advance of any deadlines for the submission of an Entry, and You mustcomply with all other deadlines posted on this website. Your Entry may not, in the sole andunfettered discretion of NASA and/or RAMPIT, contain obscene, provocative, defamatory, orotherwise objectionable or inappropriate content. NASA reserves the right to cancel, modify orsuspend Competition in whole or in part without liability to You. NASA and/or RAMPIT also
reserves the right to disqualify You from participating.

7.4

By participating in the CO2 Conversion Challenge, You represent, warrant, and agree that:
1. You are the sole author, creator, and owner of the Entry;
2. the Entry is not the subject of any actual or threatened litigation or claim;
3. the Entry does not and will not violate or infringe upon the intellectual property rights,
privacy rights, publicity rights, or other legal rights of any third party;
4. the Entry does not and will not contain any harmful computer code (sometimes referred
to as "malware," "viruses" or "worms"); and5. the Entry, and Your use of the Entry, does not and will not violate any applicable laws or
regulations, including, without limitation, applicable export control laws and regulationsof the United States and other jurisdictions. If the Entry includes any third party works(such as third-party content or open source code), You must provide the Competition
Sponsor with all appropriate licenses and releases for such third party works. In theevent you cannot provide all such required licenses and releases, the Competition
Sponsor reserves the right, in the Competition Sponsor's sole discretion, to disqualify
the applicable Entry.

7.5

You may participate by registering, but You may not register more than one true and uniform
identity; multiple registrations for a Competitor using multiple identities are not allowed. NASA
and/or RAMPIT reserve the right to disqualify any Entry made by a Competitor violating thislimitation, regardless of whether all of the respective parties had knowledge of such violation.
You may only submit one Entry.

7.6

The application requirements for your Entry are clearly described on this website. Once anapplication has been received, judges will review the above materials and, upon satisfactory
review, schedule a call with the teams to determine if a team has met the requirements for asite visit. A site visit will then be scheduled. A judge will observe and evaluate the system
operation at the team’s facility, which must be within the United States. The team must
perform an on-site demonstration for the judge to verify system performance parameters andcollect a product sample for verification by an independent laboratory. Results by the
independent laboratory will be the determining factor for scoring the sample’s target
compound composition and quantity.
After samples from all participating teams have been collected and analyzed by an independent
laboratory, the team will be provided an official score based on the results and scoring criteria
described below.

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7.7

Only in extraordinary circumstances can an appeal of a score by a competitor be proposed. If
the appeal process is chosen, the TEAM LEADER must submit the appeal in writing to the
Ombudsman within 30 minutes of the incident and prior to prizes being awarded. The final
decision of the appeal will be rendered by the Ombudsman before the award of prizes and shallprevail.

7.8

While RAMPIT, LLC (“RAMPIT”) is providing an online platform for your participation, RAMPIT is
not responsible for the payment of any Award(s). Payment of any Award(s) is the sole
responsibility of NASA and its designees, and under the Terms each participant has agreed tolook solely to NASA, as the Competition Sponsor, for the payment of any Award.

7.9

By submitting your Entry, you agree to release, discharge and hold harmless NASA, The
Common Pool, LLC, and RAMPIT and their partners, affiliates, subsidiaries, advertising agencies,
agents and their employees, officers, directors and representatives from any Loss arising out ofyour participation in Competition and the acceptance and use, misuse, or possession of any
Award(s). Neither NASA, The Common Pool, LLC, nor RAMPIT assume responsibility for any
error, omission, interruption, deletion, defect, or delay in operation or transmission;communications line failure; theft or destruction of or unauthorized access to Competition
entries or entry forms; or alteration of entries or entry forms. Neither NASA, The Common
Pool, LLC, nor RAMPIT are responsible for any problems with or technical malfunction of any
telephone network or lines, computer online systems, servers or providers, computerequipment, software, failure of any entry to be received on account of technical problems or
traffic congestion on the Internet or any website, human errors of any kind, or any combination
thereof, including any injury or damage to competitors’ or any other persons’ computersrelated to or resulting from participation, uploading or downloading of any materials related tothis Competition. In the event of a dispute about the identity of any Competitor, an online
registration will be declared as if made by the authorized account holder of the e-mail address
submitted at time of entry.

7.10

THIS COMPETITION IS VOID WHERE PROHIBITED. Competitors agree that this Competition shallbe subject to and governed by the laws of the United States of America and the forum of any
dispute shall be in the courts of the United States of America.

7.11

If for any reason Competition is not capable of running as planned, due to infection bycomputer virus, bugs, worms, Trojan horses, denial of service, tampering, unauthorizedintervention, fraud, technical failures or any other causes beyond the control of RAMPIT that
corrupt or affect the administration, security, fairness, integrity, or proper conduct of thisCompetition, RAMPIT reserves the right, at its sole discretion, to disqualify any individual(s)who tamper with the process, and/or to cancel, terminate, modify, or suspend theCompetition. If NASA and/or RAMPIT terminates the Competition, it will not retain any rights inthe submitted Entries.

7.12

The Competition Sponsor reserves the right in its sole discretion to disqualify any Competitor
who is found to be tampering with the entry process or the operation of the CO2 Conversion

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CHALLENGE PARTICIPATION AGREEMENTAPPENDIX B: LEGAL RULES
Challenge, to be acting in violation of these Rules, or to be acting in an unsportsmanlike or
disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the
CO2 Conversion Challenge, or to annoy, abuse, threaten, or harass any other person.
7.13

Entry into the CO2 Conversion Challenge does not constitute entry into any other NASA
competition, RAMPIT competition, or promotion that may be offered by the Competition
Sponsor and/or its affiliates.

7.14

NASA and/or RAMPIT reserves the right to disqualify any Competitor who violates these RULES,
the Terms and any standards of behavior expressed or implied in them.

7.15

The names of the Winners will be posted on this website for such period of time as theCompetition Sponsor deems reasonable.

7.16

NASA and/or RAMPIT reserve the right to alter the rules and/or schedule if deemed necessary.
Teams will be notified of changes and given the opportunity to voice concerns or request
modifications. Final authority for all changes will rest with NASA. Requests for rules
clarifications should be sent to questions@co2conversionchallenge.org.

7.17 Contact Information:
You may contact us with any questions or comments about these RULES. Please enter CO2 Conversion
Challenge in the subject line of your email. You may reach us at:questions@co2conversionchallenge.org.

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX C: RAMPIT PRIVACY POLICYRAMPIT Privacy Policy
Welcome and thank you for your interest in the CO2 Conversion Challenge. This Website is managed by
RAMPIT, LLC, ("RAMPIT") and all provisions governing your participation in this Competition (including
the Services provided through it) are described in the Terms and Conditions ("Terms"). This Privacy
Policy is incorporated into and is a part of the Terms. Capitalized language used, but not defined in thisPrivacy Policy, may have the meanings given to them elsewhere in the Terms. Please read this Privacy
Policy carefully, as it describes what information we gather from you, and how we may use and disclosethat information. By registering a User Account and/or by accessing or using this Website, you expressly
consent to the information handling practices described in this Privacy Policy.
The Information RAMPIT Collects:
1. User-Provided Information: You may provide to RAMPIT what is generally called "personallyidentifiable information” (such as your name, email address, postal mailing address, home/mobile
telephone number, etc.) while using this Website, such as when you register, when you submit
Entries and/or when you provide information in order to compete to receive any Award(s).
2. "Cookies" Information: When you use this Website, we may send one or more cookies – small text
files containing a string of alphanumeric characters – to your computer. RAMPIT may use bothsession cookies and persistent cookies. A session cookie disappears after you close your browser. A
persistent cookie remains after you close your browser and may be used by your browser onsubsequent visits to this Website. Persistent cookies can be removed. Please review your web
browser "Help" file to learn about the proper way to modify your cookie settings. Please note that if
you delete or choose not to accept cookies from this Website, you may not be able to utilize thefeatures of this Website to their fullest potential.
3. "Flash Cookies" Information: Flash and other browser plugin applications use technology similar tocookies to enable the storage and recall of settings, preferences and usage data, and otherinformation. Because they are stored in separate software applications, these types of cookies are
not managed through your web browser's cookie management interface. RAMPIT may employ suchtechniques, including Adobe Flash Cookies (also called "Local Shared Objects") to track information
related to your interaction with features of this Website through which Flash-based content isprovided. You can access various Flash Cookie management tools and configure certain privacy andsecurity settings for your Flash Player from Adobe's web site directly.
4. "Automatically Collected" Information: When you use this Website or open one of our HTMLemails, we may automatically record certain information from your web browser by using different
types of technology, including "clear gifs" or "web beacons." This "Automatically Collected"
information may include Internet Protocol address ("IP Address") or other device address or ID, webbrowser and/or device type, the web pages or sites that you visit just before or just after thisWebsite, the pages you view on this Website, and the dates and times that you visit this Website.
5. Linked Website Information: When you link an account you may have on a third party service (suchas any third party social networking site) to your Account on this Website, RAMPIT may store theC-1

CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX C: RAMPIT PRIVACY POLICY
access credentials you provide and will have access to and may collect any information you may
have stored in connection with that account that you have configured and those services to makeavailable, including personally identifiable information and friends lists. By linking your accounts inthis manner, you are authorizing RAMPIT as your agent to access and use your account on the thirdparty service in connection with your use of this Website.
6. Third-Party Web Beacons: We may also implement third party content on this Website that uses
"clear gifs," "web beacons," or other similar techniques, which allow the third-party content
provider to read and write cookies (including Flash Cookies) to your browser, or implement similar
tracking mechanisms, in connection with your viewing of that third party content displayed on thisWebsite. This information is collected directly by the third party, and RAMPIT does not participate inthat data transmission. Information collected by third parties in this manner is subject to that third
party's own data collection, use, and disclosure policies.
7. Information from Other Sources: We may also obtain information, including personally identifiable
information, from third parties and sources other than this Website, such as other Users who importyour email address. We may also receive information from third party services that provide amechanism to expose information you have provided to such third party through the use of an
application program interface (API), such as Facebook Connect and the Google API. If we combine orassociate information from other sources with personally identifiable information that we collectthrough this Website, we will treat the combined information as personally identifiable informationin accordance with this Privacy Policy.
The Way RAMPIT Uses Information:
1. RAMPIT uses the information that you provide or that we collect to operate, maintain, enhance, andprovide all of the features and services found on this Website. We will use your email address tocontact you with respect to Entries, any Award, and otherwise in connection with Competitions, for
any administrative and customer service purposes, to address intellectual property infringement,rights of privacy, or defamation issues, or regarding Postings.
2. RAMPIT uses all of the information that you provide or that we collect to understand and analyze
the usage trends and preferences of our Users, to improve the way this Website works and looks,
and to create new features and functionality.
3. RAMPIT may use "Automatically Collected" information and "cookies" information to: (a)personalize our services, such as remembering your information so that you will not have to reenter it during your visit or the next time you visit this Website; (b) provide customized third party
content and information; (c) monitor and analyze the operation and effectiveness of this Website
and related activities; (d) monitor aggregate site usage metrics such as total number of visitors andpages viewed; and, (e) track your status in any Competitions or other activities.
4. RAMPIT may use your email address or other personally identifiable information to send you: i)messages about this Website or communications from other Users; ii) messages related to thisWebsite and the activities of third parties with whom we work; and, iii) messages on behalf of other

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX C: RAMPIT PRIVACY POLICY
Users, who think that you may be interested in this Website. You will have the ability to opt-out ofreceiving any such communications, either through links provided in the messages, or by updating
your Account settings through this Website.
When RAMPIT Discloses Information:
We are not in the business of selling your information. We do, however, disclose your personallyidentifiable information in a variety of circumstances in connection with developing and maintaining thisWebsite and operating or supporting Competitions. For example:
1. By its nature, this Website enables Users to communicate in a variety of ways. This also applies toinformation you choose to make available through features that connect to third party services, if
applicable. Once you make your personally identifiable information available, it may be collected
and used by the recipients without restriction. We urge Users to exercise common sense, prudence
and good judgment about what personal information to make available to others through thisWebsite.
2. RAMPIT may disclose your personally identifiable information to the Competition Sponsor and/orCompetitors, as applicable, to enable your participation in and the operation of Competitions.
3. RAMPIT works with third party service providers to provide general website hosting, specialized
Content hosting (e.g. the hosting of video Content), maintenance, and other services. These third
parties may have access to or process your personally identifiable information as a result of
performing the services they were engaged to perform.
4. RAMPIT may also disclose your information if required to do so by law or in the good-faith belief
that such action is necessary or useful to comply with applicable laws, to respond to a court order,
judicial or other government subpoena or warrant, or to otherwise assist or cooperate with law
enforcement activity or other similar activities in connection with internal or coordinated fraud
detection and prevention, and the protection or enforcement of third party rights.
5. RAMPIT works to promote a safe and reliable service for all Users. We reserve the right to disclose
your information that we believe, in good faith, is appropriate or necessary to take precautions
against liability; to protect RAMPIT and others from fraudulent, abusive, predatory, or unlawful uses
or activity; to investigate and defend ourselves against any third-party claims or allegations; toprotect the security or integrity of this Website; or to protect or vindicate the rights, property, or
personal safety of RAMPIT, our Users, or others.
Your Choices
You may, of course, decline to share certain personally identifiable information with RAMPIT, in whichcase RAMPIT may not be able to provide to you some of the features and functionality found on thisWebsite. Please note that we may retain all information you submit for a variety of purposes, including
backups and archiving, prevention of fraud and abuse, and analytics.

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX C: RAMPIT PRIVACY POLICYTo protect your privacy and security, we take reasonable steps to verify your identity before granting
you account access or making corrections to your information. YOU ARE RESPONSIBLE FOR
MAINTAINING THE SECRECY OF YOUR UNIQUE PASSWORD AND ACCOUNT INFORMATION AT ALL TIMES.
We may now or in the future make certain tools and features for configuring your privacy settings
available to you through this Website, but any such features and settings we may provide do notguarantee the anonymity or confidentiality of any information, including personally identifiable
information and Postings you provide or submit to this Website.
Third-Party Websites:
This Website contains links to Websites and services provided by third parties. Any personallyidentifiable information you provide on third party sites or services is provided directly to that third
party and is subject to that third party's policies, if any, governing privacy and security. We are notresponsible for the content or privacy and security practices and policies of third party sites or services
to which links are displayed on this Website. We encourage you to learn about third parties' privacy andsecurity policies before providing them with personally identifiable information. We do not sell or shareyour information with online marketers.
Our Commitment to Children's Privacy:
Protecting the privacy of children is especially important. For that reason, RAMPIT does not knowingly
collect or maintain personally identifiable information from persons under 13 years-of-age, and no partof this Website is directed to persons under 18 years-of-age. IF YOU ARE UNDER 18 YEARS OF AGE, THEN
PLEASE DO NOT USE OR ACCESS THIS WEBSITE FOR THE PURPOSES OF THE COMPETING AT ANY TIMEOR IN ANY MANNER. If RAMPIT learns that personally identifiable information of persons less than 13years-of-age has been collected on this Website without verifiable parental consent, then RAMPIT willtake the appropriate steps to delete this information. If you are a parent or guardian and discover thatyour child under the age of 13 has obtained a User Account on this Website, then you may alert RAMPIT
at privacy@rampit.com and request that RAMPIT delete that child's personally identifiable informationfrom its systems.
Our Commitment to Data Security:
RAMPIT uses a variety of physical, managerial, and technical safeguards designed to improve thesecurity of our systems and your personally identifiable information. We cannot, however, ensure or
warrant the security of any information you transmit to RAMPIT, nor can we guarantee that suchinformation may not be accessed, disclosed, altered, or destroyed by breach of any of our physical,
technical, or managerial safeguards. You transfer your information to RAMPIT at your own risk.
If RAMPIT learns of a security systems breach, then we will attempt to notify you electronically so thatyou can take appropriate protective steps. Depending on where you live, you may have a legal right toreceive notice of a security breach in writing. If you'd like to receive such a notice, please notify us
at privacy@rampit.com.
International Visitors

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CO2 CONVERSION CHALLENGE
CHALLENGE PARTICIPATION AGREEMENTAPPENDIX C: RAMPIT PRIVACY POLICYYour information may be stored and processed in any country in which RAMPIT and its affiliates
maintain facilities. In this regard, or for purposes of sharing or disclosing data in accordance with thisPrivacy Policy, RAMPIT reserves the right to transfer, store, and process your information outside ofyour country. Your acceptance of the Terms includes your consent to any such transfer, storage, andprocessing of your information outside of your country.
Changes and Updates to this Privacy Policy
Please revisit this page periodically to stay aware of any changes to this Privacy Policy, which may berevised at RAMPIT's sole discretion, as provided in the Terms. Note that our amended Privacy Policy will
become effective on a going forward basis as set forth in the Terms, except that: (i) unless you agree
otherwise, we will use your personally identifiable information in the manner described in the Privacy
Policy in effect when we received that information; and, (ii) if you do not agree with any changes to thePrivacy Policy, you must terminate your participation and cease use of this Website. Your continued useof this Website after a revised Privacy Policy has become effective indicates that you have read,understood, and agreed to the current version of the Privacy Policy.
RAMPIT Contact Information
Please contact RAMPIT with any questions or comments about this Privacy Policy, your personallyidentifiable information, our use and disclosure practices, or your consent choices by email:privacy@rampit.com.

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