These Terms of Participation (“Agreement”) are hereby entered into on the date of your participation conditional upon your agreement to these terms (“Effective Date”) between you (“Participant”), as a participant in the LitCoin Natural Language Processing (NLP) Challenge competition (the “Competition”) hosted at bitgrit.net (the “Competition Site”), and bitgrit Inc. (“bitgrit”). IMPORTANT, READ CAREFULLY: Your participation in the Competition on the above Competition Site is conditional upon your comprehension of, compliance with, and acceptance of these terms. Please review thoroughly before accepting. I. General Clauses 1. Participants are allowed to participate as in an individual capacity or as teams. 2. In order to participate in this competition and be eligible for the prize money, participants must be a U.S. citizen or a U.S. permanent resident. Non-U.S. citizens and non-permanent residents can participate as well, as a member of a team that includes a citizen or permanent resident of the U.S, or they can participate on their own. However, such non-U.S. citizens and non-permanent residents are not eligible to win a monetary prize (in whole or in part). Their participation as part of a winning team, if applicable, may be recognized when the results are announced. Similarly, if participating on their own, they may be eligible to win a non-cash recognition prize. Proof of citizenship and permanent residency will be required. For more information on competition eligibility requirements, please see https://ncats.nih.gov/challenges/litcoin 3. In the case of a team participation, all submissions must be made by the team lead. 4. Participants are not permitted to share or upload the competition dataset to any platform outside of competition. Participants that do not comply with the confidentiality regulations of the competition will be disqualified. 5. The top seven (7) winning participants will be eligible to receive a competition prize (ranked by performance) after we have received, successfully executed, and confirmed the validity of both the code and the solution. In order to ensure that at least 7 participants may be awarded prizes, the top fifteen (15) individuals/teams will be asked to submit their source code for evaluation. 6. Any prize awards are subject to verification of eligibility and compliance with these Terms of Participation. Novelty and innovation of submissions may also affect the final ranking. All decisions of bitgrit, CrowdPlat and NCATS will be final and binding on all matters relating to this Competition. 7. Cash prizes will be paid directly by NIH/NCATS to the competition winners. In the case of a winning team, the money prize will be paid directly by NIH/NCATS to the Team Lead. Non-U.S. citizens and non-permanent residents are not eligible to receive a cash prize (in whole or in part). Their participation as part of a winning team, if applicable, may be recognized when the results are announced. Payments to winners may be subject to local, state, federal and foreign tax reporting and withholding requirements. II. Clauses of Non-Disclosure 1. Confidential Information (1) Confidential Information shall mean any and all information disclosed by bitgrit to the Participant with regard to the entry and participation in the Competition, including (i) metadata, source code, object code, firmware etc. and, in addition to these, (ii) analytes, compilations or any other deliverable produced by the Participant in which such disclosed information is utilized or reflected. (2) Confidential Information shall not include information which; (a) is now or hereafter becomes, through no act or omission on the Participant, generally known or available to the public, or, in the present or into the future, enters the public domain through no act or omission by the Participant; (b) is acquired by the Participant before receiving such information from bitgrit and such acquisition was without restriction as to the use or disclosure of the same; (c) is hereafter rightfully furnished to the participant by a third party, without restriction as to use or disclosure of the same. 2. Non-Disclosure Obligation The Participant agrees: (a) to hold Confidential Information in strict confidence; (b) to exercise at least the same care in protecting Confidential Information from disclosure as the party uses with regard to its own confidential information; (c) not to use any Confidential Information except for as it concerns the Purpose elaborated upon above; (d) not to disclose such Confidential Information to third parties; (e) to inform bitgrit if it becomes aware of an unauthorized disclosure of Confidential Information. 3. No Warranty All Confidential Information is provided “as is.” None of the Confidential Information shall contain any representation, warranty, assurance, or integrity by bitgrit to the Participant of any kind. 4. No Assignment of Rights The Participant agrees that nothing contained in this Agreement shall be construed as conferring, transferring or granting any rights to the Participant, by license or otherwise, to use any of the Confidential Information. III Rights to Deliverables 1. Transferable rights / Licenses In order to be eligible for the prize, a competition winner (whether an individual, group of individuals, or entity) must agree to grant to the NIH an irrevocable, paid-up, royalty-free non-exclusive worldwide license to reproduce, publish, post, link to, share, and display publicly the submission on the web or elsewhere, and a non-transferable, irrevocable, paid-up, royalty-free non-exclusive worldwide license to practice or have practiced for or on its behalf, the solution. For more detailed information, please visit http://ncats.nih.gov/challenges/litcoin. 2. Restrictions on Use The Participant hereby agrees to not utilize Submitted Algorithms to or for businesses, business endeavors, products, or services in competition with bitgrit or with the Competition co-host. 3. Authorization of Non-compensatory Use The Participant hereby authorizes and consents to bitgrit and/or relevant third parties utilizing, analyzing, altering, or further reauthorizing the use of the Submitted Algorithm(s) to other third parties and will not make claims or demands for monetary compensation in regard to the above purposes. 4. Representations and Warranties The Participant hereby declares and warrants that the Participant’s, bitgrit’s, and the related third party’s use of the Submitted Algorithms does not violate or infringe upon the intellectual property rights, business secrets, or other rights of any other third party. 5. Warranty Against Exercising of Moral Rights The Participant agrees to not exercise moral rights to bitgrit or to related third parties in regard to the Submitted Algorithms. 6. Rights Regarding Modified and Derivative Works The Participant hereby agrees that Intellectual Property Rights and other rights regarding any modified or derivative works created from the Submitted Algorithms shall belong to the creator of that modified or derivative work.