Last Updated: December 5, 2022

Xata Challenge Terms


This Application Challenge Terms Agreement (this “Agreement”) sets forth the terms of use of hyperlinks (“links”) to your website and software and your related trademarks between Xatabase, Inc., a Delaware corporation located at 584 Castro Street #2144, San Francisco, CA 94114, and its agents, affiliates, subsidiaries, contractors, successors, and assigns (“Xata”) and you. This Agreement governs your participation in the Xata Challenge. By registering, or submitting any work, code, software, or other item (a “Submission”) to this competition, you are confirming that you understand this Agreement, and that you accept all of its terms and conditions. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to this Agreement, in which case “you” will mean the entity you represent.

In consideration of the mutual promises and obligations herein, along with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. LICENSE.

You grant to Xata and their affiliates a non-exclusive, worldwide, perpetual, fully paid up, royalty-free, sublicensable, transferable license to (1) hyperlink to your website and software from Xata’s websites, or websites from Xata’s agents, affiliates, or assigns; (2) use and display your name, professional and personal information, photo, likeness, and your trademarks related to your software for any purpose related to this Challenge; (3) copy, distribute, compile, revise, and otherwise use any Submission transmitted to Xata, linked to, or listed on any registration form.

2. Participation and Eligibility.

2.1. Eligibility.

Eligibility is open to individuals, and groups of individuals, eighteen years of age or older. Individuals domiciled in Cuba, Sudan, Iran, North Korea, or any country under trade or economic sanction or where the laws of the United States or local law prohibit their participation are not eligible. Employees and contractors of Xata, its affiliates, or agents and family members of such employees and contractors are eligible to participate, but are not eligible to win any prizes.

2.2. Submission Requirements.

  1. a. All Submissions must be submitted before 11:59 pm, Pacific Time on January 8, 2023, at https://xata.io/challenge.
  2. b. All Submissions must be provided in the English language.
  3. c. All Submissions must be newly created during the applicable contest period.
  4. d. Submissions must not violate Xata's Terms of Service, Privacy Policy, or any other policy.

3. XATA TRADEMARKS.

Unless expressly authorized, you may not use any Xata trademarks in any manner that implies Xata sponsorship or endorsement of your company, project or software.

4. REPRESENTATIONS AND WARRANTIES.

You represent and warrant that your website, and any work, software, or other item submitted:

  • do not and will not violate any applicable law;
  • do not and will not contain or have links to sites containing pornography or recreational drug-related paraphernalia;
  • do not and will not disparage or make negative references to Xata;
  • do not and will not contain any false, misleading, fraudulent, abusive or libelous content;
  • do not and will not infringe any intellectual property rights or any other rights of any third party; and
  • do not and will not contain any security vulnerabilities or any program, routine, device or other undisclosed feature, including without limitation, a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door, or other harmful device which is designed to delete, disable, deactivate, provide unauthorized access, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications.

5. Prizes and Judging.

5.1. The Prizes to be awarded:

Three Grand Prizes to include:
$500 USD Gift Card or equivalent
Xata Limited Edition Swag Pack

Seven Runner-Ups to include:
Xata Limited Edition Swag Pack

Each Entrant may win only one prize. Only one prize may be awarded per Submission. Xata may verify each Entrant’s eligibility before awarding a prize.

5.2. Judging.

All Submissions will be judged by judges selected by Xata. Xata reserves the right to select the judges and to establish criteria for judging. Decisions of the judges are final and binding, and any deliberations among the judges may be kept confidential by Xata. Judging will take place on or about on January 5, 2023. Xata, may, in its sole discretion, conduct judging on a different date.

5.3. Taxes.

All taxes for any prize are the responsibility of each winning entrant. Each winning Entrant will cooperate with Xata, and its agents, in compliance with all tax reporting obligations, and will supply any requested documentation to Xata for tax compliance purposes. All Entrants acknowledge that failure to supply requested information for tax compliance purposes may result in fioriture of any prize, without additional compensation. Xata will not withhold any taxes.

5.4. Winner Notification.

Winners will be notified by email, on or after January 8, 2023. Winning Submissions and Entrants may be posted on the website and social media accounts.

6. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.

6.1

XATA PROVIDES THE CHALLENGE “AS IS” AND DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.2 LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL XATA BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF XATA HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

THE PROVISIONS OF THIS SECTION 6 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

7. INDEMNIFICATION.

You agree to indemnify, hold harmless, and defend Xata from and against any claims or lawsuits, and any losses, liabilities, damages, costs and expenses (including attorneys' fees), arising from your website, software or your related trademarks or breach of your representations and warranties. Xata will give you prompt written notice of any such claim, tender to you the defense or settlement of such a claim at your expense, and cooperate with you, at your expense, in defending or settling such claim.

8. TERM AND TERMINATION.

This Agreement is effective until terminated by mutual agreement, unless otherwise terminated sooner in accordance with this Section. Xata has the right to terminate this Agreement immediately. You have the right to terminate this Agreement upon thirty (30) days’ prior written notice to Xata. Xata agrees, upon termination or such written notice from you, to delete the hyperlink to your website and/or software and to immediately discontinue any use of your related trademarks. Upon termination, Sections 1, 4, 6, 7, 8, 9, and 10 will survive.

9. CHOICE OF LAW.

This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of Delaware, without giving effect to its choice of law provisions. The courts located in the County of New Castle, Delaware shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction, the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act, the application of any of which is expressly excluded.

10. Integration.

This Agreement, and the documents incorporated by reference, is the complete and exclusive statement of your agreement with Xata, which supersedes any prior agreement, oral or written, between you and Xata with respect to your website, software, trademarks, and this competition. No variation of the terms of this Agreement will be enforceable against a party unless such party gives its express consent, in writing signed by an officer of such party. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.