1. Introduction

1.1. This Hackathon Participation Agreement (the "Agreement") is entered into between Nedbank and the Participant, governing the terms and conditions of participation in the Hackathon which will take place at 135 Nedbank Rivonia Road, Sandton on 15 and 16 November 2024  and (the "Hackathon").

1.2. By registering and participating in the Hackathon, you accept the terms of this Agreement and agree to comply with the rules set out in in this Agreement. If you do not agree to the terms set out in this Agreement, you must not register for or participate in the Hackathon.

1.3. The purpose of the Hackathon is for Participants to develop Submissions to specific problems presented by Nedbank.

 

2. Definitions

2.1. “Applicable Law” means all applicable laws, by-laws, enactments, directives, orders, certificates, regulations, regulatory policies, regulatory guidelines, industry codes of practice, approvals, settlement agreements, regulatory permits and regulatory licences issued or entered into by any government authority, regulator or court or which are in force from time to time;

2.2. “Confidential Information” means any proprietary information, technical experience or knowledge, specifications, data, materials, procedures, trade secrets, drawings, designs and know-how belonging to the Disclosing Party regarding that Party's technology, processes, business, suppliers, clients, procurement or marketing, but excluding those which the Receiving Party can conclusively establish:

2.2.1. is, or lawfully becomes through no fault, act or failure of the Receiving Party part of the public domain by publication or otherwise;

2.2.2. is known to the Receiving Party prior to the disclosure or was not acquired directly or indirectly from a third party under a pledge of secrecy; and

2.2.3. is received by the Receiving Party from others who have not received the confidential information, directly or indirectly, from a third party under a pledge of secrecy,

provided that confidential information will not be deemed to be within any of these exclusions merely because it is embraced by more general published or available information. In addition, any combination of features will not be deemed to be within the exclusions merely because individual features are within the exclusions, but only if the combination itself and its principle of operation are within the exclusions;

2.3. “Disclosing Party” means the Party who discloses Confidential Information to the Receiving Party;

2.4. "Intellectual Property" means any know-how (not in the public domain), invention (whether patented or not), design, trade mark (whether or not registered), or copyright Material (whether or not registered), processes, process methodology (whether patented or not), and all other identical or similar Intellectual Property as may exist anywhere in the world which is not in the public domain and any applications for registration of such Intellectual Property;

2.5. "Intellectual Property Rights" means, in relation to any Intellectual Property, all and any: (i) proprietary rights thereto; or (ii) any other right, title, authority or entitlement held by any party in respect thereof, whether under license or otherwise;

2.6. "Material" means all forms of the written word, images, audio recordings and audio-visual recordings, regardless of how such is captured or recorded, regardless of the media on which it is recorded,  whether it is tangible or intangible, whether it is machine readable or directly accessible by humans and includes but is not limited to all written and printed material, micro-graphic and other reproductions, depictions and pictorial material, software code and machine readable data and information;

2.7. “Nedbank Marketplace” means Nedbank online marketplace and repository of APIs, provided and operated by Nedbank;

2.8. “Nedbank APIs” means Nedbank repository of application programming interface/s, provided and operated by Nedbank including access to AWS and Azure

2.9. “Participant” means any third party who is registered to participate in the Hackathon; and

2.10. “Party” means Nedbank or Participant, and collectively as the “Parties”;

2.11. “Receiving Party” means the Party to whom Confidential Information is disclosed by the Disclosing Party.

 

3. PARTICIPANT ELIGIBILITY

3.1. Participants must be at least 18 years of age or order.

3.2. The Hackathon is open to individuals.

3.3. All Participants are required to bring their own devices, such as a laptops, phones, tablets and smartwatches.

3.4. Employees, contractors, or agents of Nedbank and their immediate family members are not eligible to participate in the Hackathon.

3.5. By registering for the Hackathon, the Participant confirms that they are eligible to do so. If the Participant don’t meet the criteria as specified in this clause 3, such Participant may be disqualified.

 

4. REGISTRATION

4.1. All Participants must complete the online registration process through Nedbank’s Hackathon website located at https://hackathon.nedbank.co.za/home/ by 20 November 2024.

4.2. Participants will be selected to take part in the Hackathon. Nedbank reserves the right to increase or decrease the number of Participants at its sole and absolute discretion.

4.3. There are a limited number of spaces available for the Hackathon. Participation in the Hackathon will only be confirmed upon written notice of successful registration from Nedbank.

4.4. All Participants must meet the qualifying criteria as set out in clause 3, failing to do so will result in disqualification form the Hackathon and render Participant/s ineligible to participate.

4.5. By registering, the Participant confirms that all information provided is truthful, accurate, and complete.

 

5. ACCESS TO NEDBANK MARKETPLACE AND NEDBANK APIs

5.1. Upon conclusion of this Agreement, Nedbank shall be entitled to make the Nedbank Marketplace and/or Nedbank APIs available to the Participants.

5.2. Each Participant acknowledges and agrees that the Nedbank Marketplace and/or Nedbank APIs are made available to such Participants for the sole purpose of facilitating participation in the Hackathon and for the development of Submissions.

5.3. In addition, Participant access and use of the Nedbank Marketplace and/or Nedbank APIs, remains conditional upon Participant compliance with Nedbank’s Terms and Conditions and any Nedbank policies which may be made available by Nedbank (“Nedbank Terms”). In the event that a Participant breaches Nedbank’s Terms, Nedbank reserves the right to immediately suspend and/or revoke the Participant’s access to the Nedbank Marketplace and/or Nedbank API/s.

5.4. The Hackathon will be held at Nedbank’s offices at 135 Rivonia Road, Sandton.

5.5. Participants shall have access to Nedbank APIs during the Hackathon period for its use in order to uniquely solve for specific technical problems.

5.6. Participants will be provided with access to Nedbank APIs for the duration of the Hackathon period, after which Participant access will expire.

5.7. The Participant will be presented with a specific set of problems that must be solved. The Participant will be able to choose which specific problem they want to build a solution for or which they want to solve.

5.8. Each team can use any of the Nedbank APIs that are available to solve the problem, and at least one API must be used.

5.9. Participant warrants that it shall at all times strictly comply with the Nedbank Terms and the terms of this Agreement, failing which Nedbank shall be entitled to immediately terminate this Agreement without liability to the Participant.

 

6. PARTICIPATION GUIDELINES

6.1. All Submissions must be created during the Hackathon period specified by Nedbank.

6.2. The Participant is allowed to use third party Intellectual Property, open-source software, libraries, APIs, and publicly available resources, provided they comply with the relevant licenses and permissions and subject to Nedbank’s prior consent. The Participant hereby indemnifies Nedbank against any and all losses suffered by Nedbank due to any third party claiming that the Participant’s use of such third party Intellectual Property, open-source software, libraries, APIs, and publicly available resources is in violation of any applicable third-party terms and conditions.

 

7. INTELLECTUAL PROPERTY RIGHTS

7.1. The Participant acknowledges that Nedbank is the proprietor of all Intellectual Property subsisting or embodied in the Material and the Nedbank Marketplace and Nedbank APIs (“Nedbank IP”).

7.2. Nothing in this Agreement grants to the Participant any right, title or interest in or to any Intellectual Property Right in respect of Nedbank IP otherwise than as specifically and expressly provided for in this Agreement.  The Participant will not copy or intentionally permit any third party or other Participant to copy any Nedbank IP. The Participant will not decompile, reverse compile, disassemble or print the source code or derive or attempt to derive the source code of the Nedbank IP. 

7.3. The Participant acknowledges that it is licensed to use (and access where applicable) Nedbank IP only in accordance with the express terms of this Agreement and not further or otherwise. This license does not extend to any other Intellectual Property owned by Nedbank, specifically, its trade marks, logos and slogans.

7.4. The Participant will at all times comply with guidelines and policies communicated by Nedbank concerning the use of Nedbank IP.

7.5. All code, prototypes, designs, and other materials , developed or submitted by Participants during the Hackathon (collectively referred to as the “Submissions”) and the Intellectual Property Rights therein, vest solely in the Participant, provided that the Participants who become employed by Nedbank in terms of clause 11 of this Agreement (“Employed Participants”) agree that Nedbank shall own their Submissions and all Intellectual Property Rights to Nedbank. To give effect to this clause, the Employed Participants hereby assign all their title, right or interest in and to their Submissions and any Intellectual Property Rights that subsist therein, to Nedbank.

7.6. The Participant agrees that:

7.6.1 Nedbank may commercialise the Submissions in any manner it deems appropriate, within its sole discretion;

7.6.2 it will co-operate with Nedbank, including signing any additional documentation, where required, to give effect and/or perfect the assignment of the Intellectual Property Rights in the Submissions;

7.6.3 no additional compensation will be paid to it in respect of the assignment;

7.6.4 it will not challenge Nedbank’s ownership of the Submissions, including any Intellectual Property Rights herein; and

7.6.5 it waives, in favour Nedbank, its nominee, and / or its successor in title, any right to claim authorship of any works in which copyright subsists and / or to object to any distortion, mutilation, or other modification of such works.

7.7. The Participant warrants that its Submission does not infringe on the Intellectual Property Rights of any third party, including any terms and conditions applicable to any such third-party Intellectual Property. The Participant hereby indemnifies Nedbank from and against any and all alleged third-party claims or liability arising from a breach by the Participant of any third party Intellectual Property Rights.

7.8. The Participant will indemnify Nedbank for any and all liabilities arising from any claims that the Submissions infringes its and/or any third party’s copyright, trademark, design or patent rights or misappropriates it’s common law reputation and goodwill, know-how and trade secrets, and for any loss or damages suffered by Nedbank.

7.9. The Participant agrees to indemnify Nedbank for any and all loss, damages, liabilities or claims arising from the use by the Participant of Nedbank’s Marketplace and/or Nedbank API/s in breach of the Nedbank Terms and/or this Agreement.

7.10. The Participant agrees to indemnify Nedbank for any and all loss, damages, liabilities or claims arising from the Participant’s breach of any Applicable Laws.

7.11. For avoidance of doubt, there will be no transfer or assignment of any Intellectual Property, Material, content or feedback to the Participant and the Participant hereby expressly waives any such rights in and to any such Nedbank Intellectual Property, Material, content or feedback.

7.12. Any breach of the Participant’s obligations under this clause 7 will constitute a material breach of this Agreement and will entitle Nedbank to exercise any and all of its legal remedies at Nedbank’s sole discretion.

 

8. CONFIDENTIALITY

8.1. Participants may have access to Confidential Information about Nedbank or other Participants during the Hackathon.

8.2. Nedbank shall not be liable for any misuse of Confidential Information shared during the Hackathon by any Participant.

8.3. The Receiving Party undertakes that, except as authorised in writing by the Disclosing Party beforehand, it will, at all times during and after the termination/expiry of this Agreement (for whatever reason):

8.3.1. keep all Confidential Information confidential;

8.3.2. not disclose, in whole or in part, any Confidential Information to any third party;

8.3.3. not use the Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

8.3.4. not make any copies of, record in any way or part with possession of any Confidential Information; and

8.3.5. ensure that none of its directors, officers, employees, agents, representatives, subcontractors or advisers commit any act which, if done by the Receiving Party would be a breach of the provisions of clauses 8.3.1 to 8.3.4.

8.4. The Receiving Party may, subject to the prior written consent of the Disclosing Party, disclose any Confidential Information to another person or entity or an employee of the Receiving Party or member of the Receiving Party’s Personnel (provided they have a clear need to know) to such extent only as is necessary for the purposes contemplated by this Agreement, provided that such other person, entity or employee has an underwritten obligation of sufficient scope to obligate them to maintain the confidentiality of confidential information of Third Parties and of the Disclosing Party in the Receiving Party’s possession, but in any event the Party will remain responsible for any breach of this Agreement by such other person or entity or any of its employees or member of the Receiving Party's personnel.

8.5. The Confidential Information will remain the property of the Disclosing Party and the Disclosing Party may demand the return of the documents (whether in hard copy, electronic format or otherwise) containing the Confidential Information at any time upon giving written notice to the Receiving Party.  Within 30 (thirty) days of the date of such notice, the Receiving Party will return all of the originals of said documents and will destroy all copies and reproductions thereof (including in electronic form) in its possession and in the possession of its employees to whom it was disclosed pursuant to this Agreement.

8.6. Without derogating from the generality of this clause 8, the Receiving Party hereby binds itself not to do anything, directly or indirectly, which will or may prejudicially affect the Disclosing Party’s business, reputation and image in the local and international markets and industries or jeopardise the Disclosing Party’s relationship with its stakeholders, suppliers/service providers and customers.

8.7. Should there be a breach of the provisions of clauses 8.1, 8.2, 8.3 or 8.4, the Disclosing Party will, without limiting any other rights that it might have, be entitled to forthwith cancel this Agreement.

8.8. The provisions of this clause 8 will continue to be in force in accordance with their terms, despite the expiry or the termination of this Agreement for any reason.

8.9. In the event the Disclosing Party authorises the Receiving Party pursuant to clause 8.2 to disclose Confidential Information to any third party or to the employee of the Receiving Party or a member of the Receiving Party’s personnel, the Receiving Party will limit such disclosure strictly to that which is necessary to achieve the purpose of this Agreement.

 

9. PROTECTION OF PERSONAL INFORMATION

9.1. The following definitions apply in this clause 9:

9.1.1. "Privacy Laws" means all applicable data protection and privacy legislation in force from time to time, as applicable to Nedbank and the Participant and this Agreement and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal information, and the guidance and codes of practice issued by the relevant regulatory authority as applicable to a Party; and

9.1.2. "data subject", "personal information", "processing", and "responsible party" have the meaning given to them, or conceptually similar terms, under Privacy Laws.

9.2. Each Party agrees to comply with its obligations under Privacy Laws in respect of any personal information it processes pursuant to the exercise of its rights and performance of its obligations under this Agreement.

9.3. Each Party will ensure that, in respect of personal information disclosed or made available to it under this Agreement, it will:

9.3.1. have all necessary notices and consents and lawful bases in place to enable lawful sharing or transfer of such personal information to the other Party;

9.3.2. process such personal information for the sole purposes of this Agreement, or as required by law;

9.3.3. treat such personal information as confidential; and

9.3.4. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal information and against accidental loss or destruction of, or damage to, personal information.

9.4. The Participant hereby indemnifies Nedbank from and against any and all claims or liability arising from a breach by the Participant of its obligations under this clause 9 or its failure to comply with Privacy Laws.

 

10. JUDGING SUBMISSIONS

10.1. To determine the winners of the Hackathon, Nedbank will appoint a panel of judges who will, at their sole discretion, assess each Submission in terms of a number of criteria that will be made available to Participants.

10.2. In Nedbank’s sole and absolute discretion, Participants who win the Hackathon may be awarded an offer to be employed by Nedbank and enter into contracts of employment with Nedbank, subject to the provisions of clause 11 below. It being recorded that in no circumstances will Nedbank be obligated to award such an offer to any Participant and that nothing in this Agreement grants a right to a Participant to claim employment.

 

11. EMPLOYMENT

11.1. In the event that a Participant is, at the sole and absolute discretion of Nedbank, offered employment and the Participant accepts the offer, the Participant and Nedbank shall enter into a contract of employment, setting out the terms and conditions of employment, including the rights and obligations of the Participant and Nedbank. No employment relationship will come into existence prior to the conclusion of a written contract of employment, signed by both parties.

11.2. Any offer of employment shall be subject to satisfactory background check results on the following:

1.1.1. criminal record; 

1.1.2. credit (ITC) record;

1.1.3. personal references;

1.1.4. previous employment; and

1.1.5. educational/professional status.

 

12. CODE OF CONDUCT

12.1. The Hackathon promotes a safe, inclusive, and harassment-free environment. Participants must treat each others with respect and professionalism.

12.2. Any form of harassment, discrimination, or disruptive behaviour will not be tolerated and may result in immediate disqualification from the Hackathon.

12.3. If a Participant witnesses or experiences any inappropriate behaviour, they are encouraged to report it to Nedbank immediately.

 

13. DISCLAIMER

Your use of Nedbank’s Marketplace and/or Nedbank’s API/s are at your sole risk. Nedbank’s Marketplace and/or Nedbank’s API/s is provided on an “as is” and an “as available” basis. Nedbank disclaims all warranties and representations (express or implied, oral or written) with respect to its Nedbank’s Marketplace and/or Nedbank’s API/s, whether alleged to arise by operation of law, by reason of custom or usage in the trade, by course of dealing or otherwise, including any warranties of merchantability, fitness for any purpose, non-infringement, and condition of title.

 

14. LIMITATION OF LIABILITY

14.1. Nedbank’s total aggregate liability to the Participant, whether for breach of contract, delict, negligence, strict liability, or on the basis of any other legal theory, shall be limited to R30,000.00 (Thirty thousand Rand).

14.2. Nedbank is not responsible for any direct, indirect, incidental, special, or consequential damages arising out of or related to the Hackathon, including but not limited to technical failures, loss of data, or damage to any Participant's property.

14.3. Participation in the Hackathon is at the Participant's own risk, and Nedbank makes no warranties or guarantees regarding the quality, safety, or performance of any aspect of the Hackathon.

 

15. DISQUALIFICATION AND TERMINATION OF THE HACKATHON

15.1. Nedbank reserves the right to disqualify any Participant for non-compliance with this Agreement or any Hackathon rules (as may be made available by Nedbank).

15.2. Any use of unfair practices, cheating, or unethical behaviour will result in immediate disqualification.

15.3. The Participant agrees that it must not:

15.3.1. reproduce, duplicate, copy or re-sell any part of Nedbank’s Marketplace and Nedbank’s API/s;

15.3.2. publish any Nedbank Material in any media, including any social media platforms;

15.3.3. conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to Nedbank’s Marketplace and Nedbank’s API/s (or any part thereof);

15.3.4. use Nedbank’s Marketplace and Nedbank’s API/s:

15.3.4.1. in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

15.3.4.2. to harm or attempt to harm children;

15.3.4.3. to bully, insult, intimidate or humiliate anyone;

15.3.4.4. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

15.3.4.5. in any manner to impact on user access or otherwise slow down traffic on Nedbank’s Marketplace and Nedbank’s API/s;

15.3.4.6. misuse Nedbank’s Marketplace and Nedbank’s API/s by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;

15.3.4.7. attempt to gain unauthorised access to Nedbank’s Marketplace and Nedbank’s API/s, the server on which Nedbank’s Marketplace and Nedbank’s API/s are stored, or any server, computer or database connected to Nedbank’s Marketplace and Nedbank’s API/s;

15.3.4.8. attack Nedbank’s Marketplace and Nedbank’s API/s via a denial-of service attack or a distributed denial-of service attack; or

15.3.4.9. engage in any other objectionable behaviour or activity in relation to Nedbank’s Marketplace and Nedbank’s API/s.

15.4. Nedbank may terminate the Hackathon at its sole discretion and is not responsible for any costs or damages incurred by Participants due to such termination.

 

16. PUBLICITY AND MARKETING

16.1. By participating in the Hackathon, the Participant consents to the use of their name, likeness, photographs, and biographical information in promotional material by Nedbank.

16.2. Nedbank may record the Hackathon event and use these recordings for future promotional or commercial purposes.

 

17. AMENDMENTS

17.1. Nedbank reserves the right to amend this Agreement or any applicable Hackathon rules at any time. Changes will be communicated to Participants through official communication channels, including the Hackathon website located at https://nedbankhackathon.co.za.

 

18. GOVERNING LAW

18.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

18.2. Any disputes arising out of or related to this Agreement or the Hackathon shall be subject to the exclusive jurisdiction of the courts of the Republic of South Africa.

 

19. CONTACT INFORMATION

For any questions regarding the Hackathon or this Agreement, Participants may contact Nedbank at nedbankhackathon@nedbank.co.za.