Wintermute Alpha Challenge Terms and Conditions

1. Introduction

Welcome to the Wintermute Alpha Challenge (“Challenge”), organized by Wintermute (“Organizer”). This Challenge aims to discover exceptional talent to join our research team. By participating in the Challenge, you agree to the following terms and conditions (“Terms”).

2. Eligibility

The Challenge is open to participants worldwide. If you are under the age of 18 (or the age of legal majority in your jurisdiction), you must have permission from a parent or legal guardian to participate. By entering the Challenge, you confirm that you have such permission if required.

3. Participation Process

–> Registration: Complete the registration form available on our website announcement to officially enter the Challenge.

–> Accessing Materials: After registration, you can access the Challenge materials, including problem sets and instructions, via our GitHub repository.

–> Submission:

1. Privately fork our GitHub repository containing the Challenge materials.

2. Complete your solutions in your forked repository.

3. Add Wintermute team members as collaborators for review. The list of team members to invite will be provided in the repository.

Deadline: All submissions must be completed and submitted by 11:59 PM UTC on September 4, 2024.

4. Judging and Selection

Submissions will be initially evaluated based on a scoring threshold provided in the Challenge materials on Wintermute’s GitHub. Participants who score above this threshold will be considered for further opportunities. Following this, we will also evaluate other factors such as technical accuracy, creativity, efficiency, and alignment with Wintermute’s mission during any subsequent interactions or assessments.

5. Awards

Top participants will receive various prizes, including subscriptions to industry-leading services and exclusive access to resources and communities. Some awards, such as swag, will be sent via mail. Participants who qualify for these physical awards will be required to provide their full contact details, including a mailing address, to facilitate delivery.

In addition, certain sponsors may require additional information to distribute their rewards, such as an email address or an on-chain address. Participants will be informed of these requirements, and by accepting the award, they agree to provide the necessary details. All awards are subject to applicable taxes and reporting obligations, and Wintermute may request additional information to comply with tax regulations.

6. Intellectual Property (IP)

• Ownership: Participants retain ownership of their submissions.


• License: By submitting your work, you grant Wintermute a non-exclusive, worldwide, royalty-free license to use, modify, and distribute your submission for the purpose of evaluating the Challenge and promoting future challenges.
  

7. Confidentiality

(a) Use of Confidential Information. The parties, from time to time, may disclose Confidential Information to one another. Accordingly, each party agrees as the recipient (the “Receiving Party”) to keep strictly confidential all Confidential Information provided by the other Party (the “Disclosing Party”). The Receiving Party further agrees to use the Confidential Information of the Disclosing Party solely for the purposes of fulfilling its obligations under this Agreement. The Receiving Party may not use for its own benefit or otherwise disclose any of the Confidential Information of the Disclosing Party or for any other purpose. If required by law, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent it is reasonably practicable and is legally permitted to do so provided that the Receiving Party (i) gives prompt prior written notice to the Disclosing Party sufficient to allow the Disclosing Party to seek a protective order or other remedy (except to the extent that Receiving Party’s provision of such notice would cause it to violate the law); (ii) discloses only such information as is required by applicable law and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

(b) Definition of Confidential Information. “Confidential Information” means information in any form, oral, graphic, written, electronic, machine-readable or hard copy consisting of (i) any non-public information provided by the Disclosing Party, including but not limited to, all of its inventions, designs, data, source and object code, program interfaces, know-how, trade secrets, techniques, ideas, discoveries, marketing and business plans, pricing, profit margins, and/or similar information or (ii) any information which the Disclosing Party identifies as confidential information or the Receiving Party should understand from the context of the disclosure, to be confidential information. Confidential Information also includes this Agreement and the fact of its existence. Confidential Information shall not include information that (i) was rightfully known to the Receiving Party without restriction prior to receipt from the Disclosing Party; (ii) is or becomes generally known to the public without violation of this Agreement by the Receiving Party, nor through any other impermissible act or omission by the Receiving Party; (iii) is rightfully disclosed to the Receiving Party without restriction by a third party without breach of any nondisclosure obligation; or (iv) is independently developed by the Receiving Party without use of, reference to or reliance on any Confidential Information of the Disclosing Party.

8. Representations and Warranties

You represent and warrant at of the date of these Terms and on a continuing basis throughout the duration of your participation in the Challenge that:

• you have the requisite power and authority to participate in the Challenge;


• all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, hardware, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that you may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing any activities with respect to or in relation to the Challenge, or that result from or that are related to such activities will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any intellectual property rights or any rights of privacy or rights of publicity;


• you have no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder your performance of any activities with respect to or in relation to this Challenge;


• you shall exercise all due care, skill and diligence in connection with your participation in the Challenge;


• you acknowledge that the Organizer is not providing you with any advice (including, but not limited to, any investment, legal, tax or other form of advice) as to the merits of your actions or omissions and that you are solely responsible for any decisions taken in respect of any actions or omissions made in connection with the Challenge.


• you have not relied on any oral or written representation or warranty made by the Organizer or any other person on Organizer’s behalf, other than those explicitly set forth hereunder; and


• you shall comply with all applicable laws and regulations in connection with your participation in the Challenge.

9. Liability and Disclaimers

• No Employment Relationship: Participation in the Challenge does not and should not be construed as establishing any employment or agency relationship between you and the Organizer or its affiliates. Neither party will be deemed to be an employee, agent, partner, or legal representative of the other party for any purpose, and neither party will have any right, power, or authority to obligate the other party, by contract or otherwise. Nothing hereunder shall be construed as imposing any obligations on the Organizer, contractual or otherwise, whether such obligations are asserted by the Organizer, any of its affiliates or by any other persons, including individuals or entities. Selection for further opportunities and any other outcomes arising from the Challenge is at Wintermute’s absolute sole discretion.


• Limitation of Liability: In no event will the Organizer or any of its affiliates, officers, directors, employees, consultants, members, contractors, representatives, personnel or other agents be responsible or liable for any liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profits, goodwill, reputation, loss of business opportunity or anticipated savings, and all interest, penalties and legal costs (calculated on a full indemnity basis)) (collectively “Losses”) suffered by you or any other party, unless such Losses directly result from the gross negligence, wilful default or fraud of Wintermute.


• Indemnity: You will defend, indemnify and hold the Organizer and each of its affiliates, officers, directors, employees, consultants, members, contractors, representatives, personnel or other agents harmless from and against all claims, damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) any breach of these Terms or any breach of the warranties and representations given by you; (b) any action by a third party that is based on a claim that any activities performed by you with respect to or in relation to this Challenge, or the results of such activities (including any work product), or your use thereof, infringe, misappropriate or violate such third party’s intellectual property rights; and (c) any action by a third party that is based on any act or omission by you that results in: (i) personal injury (or death) or tangible or intangible property damage (including loss of use), or (ii) the violation of any applicable law or regulation.


• Modification or Cancellation: Wintermute reserves the sole discretion to modify, amend or cancel the Challenge, its rules, or any associated terms without prior notice.

10. Privacy Policy

Your participation in the Challenge is subject to Wintermute’s Privacy Policy, which governs the collection, use, and sharing of your personal information. Please review our Privacy Policy for more details.

11. Governing Law and Dispute Resolution

These Terms and any non-contractual obligations arising out of or in connection with this Challenge will be governed by and construed in accordance with English law. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms or the Challenge.

The remedies listed herein are not exclusive and do not preempt the use of any other remedy available at equity or at law, unless otherwise waived herein. No failure to exercise, nor any delay in exercising, any right or remedy under these Terms shall operate as a waiver of any such right or remedy or any other rights or remedies that may be available at equity or at law.

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Terms.