Definitions

The following terms have the meanings set forth below:

(a) "Anduril" means Anduril Industries, Inc., its subsidiaries, business units, affiliates, associates and joint ventures.

(b) "AI Grand Prix" is a combination of virtual qualifier, physical qualifier, and the AI Grand Prix Ohio where Participants deploy software code on either a digital representation or provided physical UAS to fly through a specified course in the fastest time.

(c) The "AI Grand Prix Ohio" is the championship event of season one of the AI Grand Prix.

(d) "Applicable Laws" means all local, state, federal, and/or governmental laws, orders, rules, regulations, and ordinances that affect the Competition.

(e) "Authorized Representatives" means a person specifically authorized by Anduril to administer and/or execute the Order or an individual holding one of the following positions at Anduril: CEO, COO, CFO, General Counsel, Deputy General Counsel, Supply Chain Manager, or Contracts Manager.

(f) "Competition" is all phases and support processes for the AI Grand Prix event.

(g) "DCL" means the Drone Champions League represented by DCL US Inc.

(h) "Entry" is the algorithm, source code, and associated source code documentation, and the administrative documentation required by the Official rules submitted by the Participant in connection with the Competition.

(i) "Founding Partners" are the founding organizations for the Competition. They are Anduril, DCL, Neros, and JobsOhio.

(j) "JobsOhio" means Ohio's private, non-profit economic development corporation, founded in 2011 to drive job creation and capital investment. It operates as a 501(c)(4) corporation, often referred to as Ohio's private economic development corporation or simply JobsOhio.

(k) "Neros" means Neros, Inc.

(l) "Premises" as used in these Official Rules means the premises of Anduril, DCL, Neros, its customers, or other third parties where Competition is being supported from or where it is taking place.

(m) "Promotion Entities" are advertising and promotion agencies working on behalf of another party.

(n) "UAS" is an abbreviation for Unmanned Aircraft System or drone aircraft.

Qualifications for Participating in the Competition

(a) Participants in the AI Grand Prix can participate in the Competition individually or in teams of up to eight (8) members.

(b) Participants can only participate individually or on a single team. Participating on more than one team or participating singly and on a team will be grounds for disqualification from the Competition.

(c) Potential participants aged 14-17 at the time of registration may register in the Competition for themselves, but they will be required to submit contact information for their parent or guardian post-registration. For potential participants under the age of 14 at the time of registration, their parent or guardian is required to register on their behalf for the AI Grand Prix. Written parental consent and age verification will be required for all minors prior to competing. The AI Grand Prix will contact the parent or guardian submitted prior to commencement of the virtual qualifier events to outlay the procedures and documentation necessary to provide permission for the minor to participate in the AI Grand Prix. Every Participant below the age of 25 must provide proof of age during the in-person registration process for the physical qualifier and AI Grand Prix Ohio. At no time will Anduril digitally maintain personal information of any minor in relation to the AI Grand Prix.

(d) Employees of Anduril, DCL, or Neros are not eligible to participate or win the AI Grand Prix. Anduril reserves the right to verify eligibility of Participants and Winners.

(e) All participants must provide proof of country of citizenship prior to participating in the in-person physical qualifier. Citizens of the Russian Federation are prohibited from being Participants or Spectators for the Competition. These prohibitions are based upon the U.S. Government flow down of security and international trade restrictions.

Competition Structure

(a) The AI Grand Prix or the Competition Stages in each Season:

(i) Virtual Qualifiers

(1) The journey begins with free, widely-accessible virtual qualifiers.

(2) After registering, teams race on custom designed virtual courses.

(3) The top-performing teams who meet the qualifying threshold and criteria will advance to the Physical Qualifier stage.

(ii) Physical Qualifier

(1) Teams of up to eight (8) members will gather at a select location for hands-on testing with the provided AI Grand Prix standardized UAS.

(2) Before and during the Physical Qualifier stage, Participants will refine their software code to achieve the fastest completion time on a real course.

(3) No hardware modifications allowed. Participants can only utilize the AI Grand Prix standardized UAS.

(4) Success comes purely from engineering skill, software optimization, and creative problem solving.

(5) Top teams from this phase will earn their place in the AI Grand Prix Ohio.

(6) Teams sponsored by founding partners and sponsors of the AI Grand Prix receive automatic entries to the Physical Qualifier.

(iii) AI Grand Prix Ohio

(1) Before race day, the finalists that qualify for the AI Grand Prix will have the opportunity to train and refine their software code in person on the final course in Ohio using the provided Neros standardized UAS.

(2) The winning team will be crowned the AI Grand Prix Champion.

(3) Prizes and employment opportunities will be distributed according to the AI Grand Prix prize structure.

(b) Pre-Competition Safety Requirements for Qualifier and Finals.

(i) Safety Declaration and Event Participation List.

Prize Structure and Information

(c) A prize pool of $500,000.00 will be split among the highest-scoring teams at the AI Grand Prix Ohio. The prize pool will be awarded to Participants according to the Official Rules of the AI Grand Prix Ohio.

(d) The allotment of the prize pool for the AI Grand Prix Ohio will be finalized and these Official Rules updated prior to the first virtual qualifier.

(e) The highest scoring Participant, or a single member of the highest scoring Participant team, will also be eligible to receive an offer of employment with Anduril.

(i) In order to be eligible to receive an offer of employment with Anduril, a member of the Participant team with the highest score in the AI Grand Prix must meet at least the following requirements:

(1) Must be eighteen (18) years or older.

(2) Depending on the position offered to a Participant team member, the Participant team member may also be required to satisfy additional requirements, including, but not limited to, the ability to obtain and maintain an active U.S. security clearance and work from an Anduril office.

(3) Depending on business need, relocation may be required.

(4) For non-U.S. Persons to be eligible, a business-critical role must be open in their country of citizenship.

(ii) Should a member of the highest-scoring Participant team in the AI Grand Prix Ohio not be eligible to receive, or decline, an offer of employment with Anduril, then, in lieu of receiving an offer of employment with Anduril, they will receive an additional $10,000.00 in prize funds per team member (up to 8 total members of the team).

(1) For any minor on the highest-scoring Participant team, they will automatically receive the additional $10,000 in prize funds since they do not meet the work eligibility requirements. Anduril will work in good faith with the parents or legal guardian on legally-compliant externship opportunities if the family of the minor participant is interested.

Disqualification

(a) Failure to comply with these Official Rules will result in disqualification. Further, a Participant will be disqualified, at the sole discretion of Anduril, if the Participant:

(i) Enters the Competition through any means other than described in these Official Rules; or

(ii) Attempts to disrupt the Competition, circumvent the terms and conditions of these Official Rules, or in any way tampers with any component of the Competition.

(b) If any of the above occurs, Anduril has the right to remedy any such action, disruption, or circumvention, and to seek damages from the Participant to the fullest extent permitted by law.

(c) Gambling, including raffles and fantasy sports betting, cannot be associated with the Competition in any manner. Any Participant participating in gambling associated with the Competition will automatically be disqualified from the Competition.

Liability Release

To the fullest extent permitted by law, by participating in the Competition, Participants and Spectators agree to forever and irrevocably release, discharge, indemnify, and hold Anduril, DCL, Neros, and any of their affiliates, subsidiaries, divisions, fulfillment, and Promotion Entities and each of their respective directors, officers, employees, parent companies, subsidiaries, affiliates, divisions, agencies and all Prize suppliers, harmless from any and all liability, losses, damages, rights, claims, and actions of any kind in connection with the Competition, or resulting from acceptance, possession, use or misuse of any Prize, including any activity related thereto, including without limitation to the fullest extent permitted by law personal injuries, death and property damage, and claims based on publicity rights, defamation, or invasion of privacy, whether suffered by Participant or a third party. By participating in the Competition, each Participant agrees to abide by and accept as final the AI Grand Prix's decision and waives any right to appeal.

Publicity Release

To the fullest extent permitted by law, by participating in the Competition, Participants and Spectators grant Anduril permission to use, except where prohibited by law, Participant's name, Instagram or other social media usernames, image, likeness, and state of residence, for any purpose Anduril associates with the Competition including advertising and promotional purposes in all forms of media, now or hereafter known, throughout the world and on the Internet in perpetuity, without compensation or additional consents from Participant and prior notice, approval or inspection.

Source Code and Algorithms

(a) Participant represents and warrants that the algorithm, source code, and associated documentation submitted in connection with this competition ("Entry") is their original work, does not infringe upon the intellectual property or proprietary rights of any third party, and does not violate any existing employment agreement or non-disclosure obligation. Participant represents and warrants that the Entry does not contain any "malicious code" defined as any software, code, or routine intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information (including, without limitation, viruses, worms, time bombs, or Trojan horses).

(b) By submitting the Entry, Participant hereby grants to the AI Grand Prix and its Founding Partners, a non-exclusive, royalty-free, irrevocable, perpetual, sublicensable, worldwide license to use, reproduce, modify, and display the Entry in any manner and for any purpose, without further consideration or payment to Participant.

(c) Participants retain ownership of their algorithm, source code, and associated documentation subject to the license they provide to the AI Grand Prix and its Founding Partners.

(d) Participant represents and warrants that they have the full legal right to grant the licenses specified in paragraph (b) of this section.

(e) Participants shall disclose to the AI Grand Prix and its Founding Partners, in writing, any Free, Libre, and Open-Source software (FLOSS) that will be used in connection with their participation in the Competition. Participants shall disclose to the AI Grand Prix and its Founding Partners, in writing, the use of any generative AI tools in the development of their Entry and Participant warrants that the use of such tools does not violate any third-party license terms and that the resulting output is eligible for the license grants provided in paragraph (b) of this section. With above terms met, use of both FLOSS and generative AI tools are allowed in the competition.

(f) Participant agrees to indemnify, defend, and hold harmless the AI Grand Prix and its Founding Partners from any and all third-party claims arising out of or relating to any breach or alleged breach of the representations and warranties in this section. This includes, but is not limited to, claims of copyright or patent infringement, misappropriation of trade secrets, or damages resulting from the submission of malicious code as part of the Entry. the AI Grand Prix and its Founding Partners reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Participant, in which event the Participant will cooperate with the AI Grand Prix and its Founding Partners in asserting any available defenses.

Broadcasting & Recording

(a) All recording of any portion of the Competition must be approved by Anduril. Anduril can withhold the authority to record any portion of the Competition by any competitor or spectator.

(b) All recording performed by anyone, who is not an employee or contractor of Anduril, must be accomplished pursuant to an approved credential and license provided to Media Representative approved by Anduril. Contact info@theaigrandprix.com to request Media Representative credentials and licenses.

(c) Anyone recording any portion of the Competition must display their credentials certifying they posses a license to record the Competition.

(d) Only Anduril has the right to broadcast any portion of the Competition. This includes broadcast of any media on any platform capable of live or delayed transmission of the Competition.

(e) Anduril can grant a specific license to broadcast to specific Media Representatives, then they may not charge fees of any kind for spectators to watch the Competition on any platform or method of broadcast.

(f) Any Media Representative authorized to broadcast a portion of the Competition on any platform or method of broadcast, is responsible for ensuring that any accompanied chat or voice dialogue is adequately moderated to prevent vulgar, abusive, or an otherwise mean-spirited environment.

(g) Participants and Spectators agree that any broadcast stream or recording of the competition shall be owned by Anduril as a "work made for hire" and therefore all right, title and interest therein (including, without limitation, copyrights) shall vest exclusively in and shall be the exclusive property of Anduril. To the extent that all or any part of the broadcast or recording does not qualify as a "work made for hire" under applicable law, without further compensation, Participant irrevocably assigns, transfers and conveys in perpetuity to Anduril and its successors and assigns, its entire worldwide right, title, and interest in and to the broadcast stream and recording, including, without limitation, all patent rights, copyrights, mask work rights, trade secret rights and other proprietary rights therein. Such assignment includes the transfer and assignment to Anduril and its successors and assigns of any and all moral rights which Participant may have in the broadcast stream and recording of the competition. Moral rights include the right of an author to be known as the author of a work; to prevent others from being named as the author of the works; to prevent others from falsely attributing to an author the authorship of a work which the author has not in fact created; to prevent others from making deforming changes in an author's work; to withdraw a published work from distribution if it no longer represents the views of the author; and to prevent others from using the work or the author's name in such a way as to reflect on the author's professional standing. Participant shall, at any time upon the request of Anduril, take all such further actions and execute, acknowledge and deliver all such further documents (including without limitation assignments of rights) as Anduril deems advisable or necessary in order to secure for Anduril the exclusive ownership of all rights in the broadcast stream and recording, by patent, copyright or otherwise.

Merchandising

(a) Anduril is the only entity that is allowed to merchandize the Competition and sell "official" merchandise to Competitors and Spectators.

(b) Anduril is the only entity allowed to sell merchandise at the Competition.

(c) This restriction does not impact the rights and ability of DCL and Neros to merchandize their own materials and properties not associated with the Competition. DCL and Neros need the specific written approval of Anduril merchandize anything related to the Competition.

Use of Trademarks and Logos

(a) Participants and Spectators shall not use "Anduril," "Anduril Industries", "AI Grand Prix", "Drone Champions League", "Neros", or any other trademark or logo owned by Anduril, DCL, or Neros in whatever shape or form, in any manner, without the prior written consent of the respective owner of that trademark or logo.

Applicable Laws

The Competition and any matter arising out of or related to the Competition shall be governed by the laws of the State of Delaware, without regards to its conflicts of laws provisions.

Gratuities/Kickbacks

Participants shall not offer or give a kickback or gratuity (in the form of entertainment, gifts, or otherwise) for the purpose of obtaining or rewarding favorable treatment as part of the Competition.

Disputes

(a) All disputes arising from the Competition involving Anduril, DCL, Neros, any of their affiliates, subsidiaries, divisions, Promotion Entities, the Sponsors, the Participants, the Spectators, Media Representatives, and any contractors or affiliates of the listed parties; including its existence, interpretation, performance, or breach, shall be settled first by mediation and, if necessary, by binding arbitration administered by the American Arbitration Association (AAA) under its Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted by one impartial arbitrator selected by AAA, with costs shared equally by the parties, and hearings will take place in New Castle County, Delaware. The federal rules of civil procedure shall apply, and the arbitrator's findings will be final and binding. The prevailing party may recover attorneys' fees and costs, including expert witness fees. Any arbitration award may be enforced exclusively in a court with jurisdiction over New Castle County, Delaware, where the parties waive any immunity and submit to personal jurisdiction, acknowledging the transactions as commercial under U.S. law.

(b) Until final resolution of any dispute hereunder, all parties to any disputes shall diligently proceed with the performance of any contracts or agreements as directed by Anduril.

(c) Notwithstanding any other provision in the Official Rules, the parties acknowledge that a breach or threatened breach of any intellectual property rights associated with the Competition as outlined by its Official Rules, may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the non-breaching party shall be entitled to seek immediate injunctive relief or other equitable remedies in court—including temporary restraining orders, preliminary or permanent injunctions—without the requirement to post a bond or prove actual damages.

Insurance

Participants are responsible for maintaining any necessary insurance coverage to adequately mitigate any risks associated with the Competition.

Indemnification

In the event a claim or claims are made against Anduril resulting from incidents, accidents, injuries, or deaths to any person and/or losses to property, and defense of Anduril has not been accepted under the insurance contract(s) specified in the Insurance Annex, Seller agrees to indemnify, defend, and hold harmless Anduril, its officers, directors, employees, and agents from Seller's negligence or willful misconduct. Indemnity shall not apply to (i) modifications by Anduril, (ii) integration into other systems, (iii) compliance with Anduril specifications, (iv) misuse. Seller's liability is capped at 150% of Order value.

Privacy

AI Grand Prix will be collecting, processing, and using personal information provided by Participants in accordance with AI Grand Prix's privacy policy. Please review AI Grand Prix's privacy policy at https://theaigrandprix.com/privacy-policy. By participating in the Competition, Participants agree to AI Grand Prix's collection and usage of their personal information and acknowledge that they have read and accepted AI Grand Prix's privacy policy.

Information

(a) By entering the Competition, the Participant grants AI Grand Prix permission to collect, process, and use personal information provided by the Participant (including for example Name, Date of Birth, Email Address, Mailing Address, and State/Country of Residence) and to transfer such personal information outside of their State or Country of residence to AI Grand Prix in the United States which may have different personal information protection laws that the Participant's State or Country of residence.

(b) Participant may request access to and/or correction or deletion of Participant's personal information (in connection with the Competition) at any time by submitting such request to info@theaigrandprix.com as set forth AI Grand Prix's Privacy Policy. Any inquiries or complaints with respect to Participant's personal information should also be channeled to AI Grand Prix in this manner. Participant further acknowledges that it will be necessary for AI Grand Prix to store and process Participant's personal information for the purpose of administering the Competition, without which Participant will not be able to participate in the Competition.

Release of Information

Except as required by law, no public release of any information, or confirmation or denial of same, with respect to the Competition or the subject matter hereof, will be made by Participants or Spectators without the prior written approval of Anduril.

Severability

Each clause, paragraph, and subparagraph of the Official Rules is severable, and if one or more of them are declared invalid, the remaining provisions of the Official Rules will remain in full force and effect.

Cancelation

Anduril reserves the right at its sole-discretion to cancel, terminate, modify, or suspend the Competition.