Black Ambition Prize Terms & Conditions.
Black Ambition Prize Competition
Terms & Conditions.
BLACK AMBITION PRIZE TERMS AND CONDITIONS
NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS COMPETITION. A PURCHASE OR PAYMENT WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED BY LAW AND OUTSIDE THE UNITED STATES. SUBJECT TO ALL FEDERAL, STATE, AND LOCAL LAWS, REGULATIONS, AND ORDINANCES.
PARTICIPATION CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. PLEASE READ CAREFULLY.
Black Ambition Opportunity Inc (“Black Ambition” or the “Sponsor”) is a nonprofit organization focused on increasing both the pipeline of diverse entrepreneurs and the number of underrepresented entrepreneurs, many of whom will benefit from peer support, high-quality mentorship, and connections to resources, to succeed at raising the startup capital needed for their businesses. Black Ambition is pursuing these goals through two prize competitions focused on a broad base of diverse entrepreneurs, many of whom will benefit from peer support, high-quality mentorship and connections to resources: The Black Ambition HBCU Prize (the “HBCU Prize”), for aspiring entrepreneurs at historically Black colleges and universities (each, an “HBCU”), and The Black Ambition Prize (the “Black Ambition Prize,” and each one, a “Competition”) is focused on diverse entrepreneurs (together, the “Black Ambition Competitions”). These two premier prize competitions will culminate annually in a major national event where a select group of high-potential entrepreneurs will present in front of an audience of luminary judges and investors and be awarded cash grants. In addition to this event, Black Ambition will seek to connect the most promising entrepreneurs to venture and angel investors, and accelerator opportunities.
As further described below, eligible entrants, competing as teams, may submit their entries between March 1, 2023 at 8:00 AM Pacific Time (“PST”) and May 8, 2033 at 6:00 PM (PST) (the “Entry Period”), and selected teams will be asked to take part in educational and evaluation activities as part of the judging process in June – October of 2023; the finalists will be asked to present their business at a “Demo Day Event” in November 2023.
2. Binding Agreement
3.1. Description of Teams
3.1.1. Makeup of Teams
In order to participate in this Competition, each participant must be part of a team (the “Team”). The minimum number of Team members is two (2) people. Each Team must, at all times, include at least one (1) “Founding Member” that identifies as Black/African/African American and/or Hispanic/Latino/Latina/Latinx. A “Founding Member” is a Team member having the title of CEO, Vice President or other C-level role (e.g., the CEO or an executive-level direct report to the CEO). Individuals may compete on a maximum of two (2) Teams, except for the Lead member (defined below), who may only compete on one (1) Team. If there are two (2) or more Entries by a single Lead, then Sponsor will keep only the first Entry. If an individual who is not a Lead is on three (3) or more Entries, then Sponsor will keep only the first two (2) Entries. The sequence of Entries will be determined by the timestamps on each Entry, as shown by the YouNoodle platform on which the Entry was accepted.
3.1.2. Team Members
To be eligible, all Team members must be at least eighteen (18) years of age and above the legal age of majority in their jurisdiction of legal residence as of the date of Entry. Employees, officers, and directors of Black Ambition, members of their immediate families (spouses, parents, siblings and children, regardless of where they live), and those living in the same household as any of the foregoing are not eligible to enter or win.
3.1.3. Team Lead
Teams will select one (1) member to become the lead (the “Team Lead” or the “Lead”) to act on the Team’s part, communicate with Sponsor, and legally bind each Entrant on the Team’s behalf, to the Official Rules and with all decisions relevant to this Competition and, if applicable, the prize, such that any reference to “Entrant” herein shall be a reference to the actions of both Team Lead and each and every member of the Team. The Lead shall be domiciled in the U.S., and the Venture (as further defined in Section 3.2 below) shall be validly formed under law in the United States. The Lead shall be the CEO or President of the Venture, or if there is no CEO or President, the Lead will be the most senior Founding Member on the Team. If there are multiple Founding Members with similarly senior roles on the Team, the Team shall select only one (1) Founding Member to be classified as the Lead. The Lead will need to sign the Black Ambition Founders’ Commitment (which is featured on the application found here and agree to these Official Rules to enter the Competition. Each Team may apply for one and only one Black Ambition Competition in a given cycle. If there are two (2) or more Entries by a single Team, then Sponsor will keep the first Entry only, as determined by the timestamps on each Entry as shown by the YouNoodle platform on which the Entry was accepted.
3.2. Eligible Industry Focus Categories
Each Team shall, in its Entry, describe the Venture it is submitting for Entry. Ventures must be legally and validly formed for-profit entities, open to dilutive investment.
Ventures must be focused in one of the following categories, defined below:
- Consumer Products and Services: for-profit businesses that offer goods or services sold to consumers for their own use or enjoyment and not as means for further economic production activity.
- Media & Entertainment: for-profit businesses focused on meeting consumer needs in creative industries inclusive of cinema, television, radio, theater, publishing, gaming, advertising and music.
- Healthcare: for-profit businesses that provide medical services, manufacture medical equipment, provide medical insurance, or otherwise facilitate the provision of healthcare to patients.
- Tech: for-profit businesses related to the manufacturing of electronics, or the development of software, computers or products and services relating to information technology.
- Web 3.0: for-profit businesses offering web-based products or services that leverage artificial intelligence, speech recognition, the metaverse, cryptocurrency, NFTs, and/or augmented or virtual reality technologies to empower internet users to search for, organize, and process data.
Entrants must self-select into which of these focus areas their Venture fits, and Sponsor will screen out any Ventures or ideas that do not sufficiently meet at least one of the categories above.
3.3. Additional eligibility criteria
For eligibility to compete in the “Early Business” track, as of the date of Entry, through and including the date of winner selection, a Venture must have (i) made progress against their concept (e.g., a working prototype, minimum viable product); and (ii) generated less than one million US dollars ($1,000,000 USD) in total dilutive funding.
Entrants of the 2021 and 2022 Prize competitions who were not awarded funding are eligible to reapply for the Prize during subsequent prize cycles.
3.3. Eligibility Determination; Compliance
At all times during the Competition, up to and including the receipt of the Prize, all Teams and all members thereof must maintain compliance with the eligibility requirements stated in the Official Rules. Sponsor reserves the right, in its sole discretion and at any point during the Competition, to assess Entrant’s and/or Team’s eligibility and compliance with these Official Rules. If Sponsor requests any assistance in order to assess the Team’s compliance, or the compliance of any member thereof, you agree promptly to provide such assistance. If the requested assistance is not provided on a timely basis, or if Sponsor has reason to believe or determines that you are not complying with these Official Rules, you and/or your Team may be disqualified and forfeit any benefits or prizes received, in Sponsor’s sole discretion.
4. Entry/Application and Contents of Project
The Competition will be made available to interested parties via an application, which will become available on March 1, 2023 at 8:00 A.M. PT. Communication about the opening of a call for applications will be conducted by means of a press release, a notice published on the Competition’s Website, (as defined in Section 4.2 (Application) below, and other social media platforms.
4.2. Application Contents
To be eligible for any prize from Sponsor, Entrant must go to the Website and provide responses to all questions required per the instructions provided thereon by no later than the Entry Deadline. Information requested includes, but is not limited to: (a) the names and contact information for each Entrant; (b) a description of the Venture, including the industry focus category area and the legal status of the Venture as well as its progress-to-date, the problem it seeks to solve, the solution provided by the Venture, and how the solution compares to alternatives; and (c) a summary of the business model and the experience and capabilities for each Entrant (the “Entry”). Incomplete applications, or applications that do not otherwise meet the requirements set forth herein, will not be eligible to move to the evaluation round. All information must be provided in English.
4.3. Entry Requirements
To be eligible for any prize, your Entry must describe an original and innovative Venture in at least one of the areas described above in Section 3.1. (Eligible Industry Focus Categories), and meet the following requirements (“Entry Requirements”):
- Must not violate, misappropriate, or infringe the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity, privacy or other proprietary rights, and must be your original work (or you must have secured all rights necessary from third parties for materials that are not original to you in order to submit and allow Sponsor to utilize the Entry) (see “Warranty” Section below for more details);
- Must not contain any malware or be otherwise harmful to our computer system or the computer systems of others;
- Must not impersonate or misrepresent your affiliation with any person or entity;
- Must not be unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contain explicit or graphic descriptions or accounts of, sexual acts, or otherwise contain any other content that is objectionable;
- Must not victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Must be within the general spirit and guidance of the Competition, including meeting the terms of these Official Rules and the Entry Requirements;
- Must not contain any advertisement or solicitation unrelated to the Venture;
- Must not contain any imagery, content, recording or other audio or visual element that is owned by a third party; and
- Must be in English.
In submitting your Entry, you must confirm your agreement to the Official Rules. To be eligible, the Sponsor must receive your Entry prior to the Entry Deadline. Entries that arrive after the Entry Deadline will not be considered. Sponsor will retain possession of all materials submitted with Entries and will not acknowledge or return any Entry materials. If a dispute arises regarding the identity of the Entrant, the proper Entrant will be the Authorized Account Holder of the e-mail address associated with the account used to enter the Competition. “Authorized Account Holder” is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider, or other organization responsible for assigning email addresses for the domain associated with the submitted e-mail address.
5. Judging/Evaluation Process and Criteria
Sponsor will initially screen all Entries received to determine whether they comply with the basic requirements for the Competition and meet a minimum quality threshold based on completeness, coherence, and credibility.
5.1. Evaluation Criteria
Sponsor, with support from independent evaluators with business, investing, and/or subject matter expertise (“Judges”), will review all Entries and score them according to the following evaluation criteria (“Evaluation Criteria”):
- Problem and solution: Have you identified an important and unmet need, paired with a compelling solution that addresses the problem? This may include a clear description of the minimum viable product or working prototype, as applicable. (20%)
- Addressable market and distinctive market position: What is your addressable market, and how big is it? How are you poised to serve this audience (and compete with other businesses)? (30%)
- Business model and customer acquisition: What is the plan to acquire new customers or users, distribute the product or service, and generate revenue? What are the current metrics on month-to-month growth and traction (and, if pre-growth, what is your plan to measure and scale the business)? (20%)
- Quality of Team: Who is helping you build your vision? What makes them a dedicated and creative founding team with the experience or skillsets to succeed? (20%)
- Overall application: Is the application clear, concise, and compelling? (10%)
5.2. Semi-Finalist Selection
Sponsor, with support from a panel of independent evaluators with business, investing, and/or subject matter expertise (“Judges”), will review each Entry and score it according to the Evaluation Criteria stated above.
Each Entry will be judged by a panel of two (2) or more Judges.
Up to 250 Teams will be selected as semi-finalists (“Semi-Finalists”) based on scoring and distribution. In the event of a tie, the tied Teams will be re-judged based on the first three (3) criteria listed in Section 5.1 (Evaluation Criteria) above, with the Entry receiving the highest total score progressing to the next round, as applicable.
5.2.1. Semi-Finalist Notification
Teams will know whether they have been selected for the semi-finalist round within 2-3 months of the Entry Deadline.
5.2.2. One-page Update Submission
All Semi-Finalists will be required to submit a one-page update on their Venture by no later than July 24, 2023 that captures: (a) key information and changes with regard to the Venture since their application was submitted; and (b) responses to questions and feedback from application reviewers.
5.2.3 Due Diligence; Additional Vetting Check
Members of Teams selected as Semi-Finalists may be selected for additional vetting and due diligence as part of the evaluation process. By participating in the Competition, Team members agree to sign any documentation and provide any information necessary to complete said vetting and diligence. Members that fail to provide the required information or sign the required documentation will forfeit their eligibility and their Team may be disqualified from further participation.
5.3. Finalist Selection
A panel of two (2) or more independent Judges will evaluate the top forty (40) or more Semi-Finalist Teams and select up to forty (40) finalist Teams (“Finalists”) who will progress to Demo Day, based on the criteria listed above. Each of those Finalists will receive mentorship opportunities with Sponsor or its designees at Sponsor’s sole discretion.
In the event of a tie between Finalists, the tied Entries will be reevaluated based on the first 3 criteria listed in Section 5.1 (Evaluation Criteria) above, with the Entry receiving the highest total score progressing to Demo Day.
5.3.1. Finalist Notification
Teams will be notified whether they will advance to the Final Round within 2-3 months of being notified that they are Semi-Finalists.
5.3.2. Speech Coach and Graphic Designer
By no later than September 25, 2023, all Finalist Teams must work with a speech coach and graphic designer, provided through Sponsor, to prepare for Demo Day. At least one representative from the Team must participate with the speech coach and graphic designer.
5.3.3. Affidavit and Release Requirement
Each member of the Finalist Teams will be required to sign an Affidavit and Release similar to what is set forth below at Section 13 (Nature of Relationship/Waiver of Equitable Relief), and to grant to the Sponsor and its agencies the unrestricted rights to publish and use the finalists’ name, hometown, likeness, a 2-3 sentence summary of the Entry, and/or prize information for advertising and publicity purposes worldwide without limitation and without additional compensation, except where prohibited.
5.4. Winner Selection/Demo Day
All Finalist Teams must participate in the national Demo Day event, which will take place in November 2023. t that event, all Finalist Teams will pitch to a panel of four (4) independent judges with expertise in the industries described in Section 3.2 (Eligible Industry Focus/Categories). Based on that pitch, approximately ten (10) winning Teams will be selected as the prize award winners.
In the event of a tie, the tied Teams will be reevaluated based on the top three criteria set forth in Section 5.1 (Evaluation Criteria) above, with the Venture application receiving the highest score being selected to receive a prize, as applicable. Finalists will be notified whether they have won a prize, subject to winner verification, at the conclusion of the final Demo Day event in November 2023.
5.5. Winner Verification
In order to win a prize, the potential winners must continue to comply with all terms and conditions of these Official Rules. Each member of the winning Teams will be required to sign a winner verification and release agreement (“Prize Documents”) with Sponsor that will include, without limitation, (i) a release of the Released Parties similar to what is set forth below in Section 13 (Nature of Relationship/Waiver of Equitable Relief), and (ii) a grant to the Sponsor and its agencies of the unrestricted rights, in their collective or individual discretion, to publish and use the winners’ name, hometown, likeness, a 2-3 sentence summary of the Entry, and/or prize information for advertising and publicity purposes worldwide without limitation and without additional compensation, except where prohibited; as well as (iii) the Sponsor Grant Agreement described in Section 6.1 (Funds), below. If a member of a Team that has potentially won cannot be contacted or fails to sign and return the Prize Documents within the specified time period or provide the required information in a timely manner, or is found to be ineligible under the Official Rules, Sponsor may disqualify the member and/or the entire Team from receiving a prize in Sponsor’s sole discretion. If a prize is forfeited or if winners are disqualified, or if any prize or prize notification is returned as undeliverable, at Sponsor’s sole discretion and time permitting, Sponsor may award the forfeited prize to the Team with the next highest score based on the Judges’ scoring. The Sponsor may repeat this process until a winning Team is determined in Sponsor’s sole discretion; otherwise, the prize will remain the property of Sponsor and will not be awarded. All federal, state, local and other taxes and duties that may become due as a result of winning a prize are the sole responsibility of the prize winner.
POTENTIAL FINALISTS/WINNERS ARE SUBJECT TO VERIFICATION BY SPONSOR, WHOSE DECISIONS ARE FINAL AND BINDING IN ALL MATTERS RELATED TO THE CONTEST. AN ENTRANT IS NOT A WINNER OF ANY PRIZE UNLESS AND UNTIL ENTRANT’S ELIGIBILITY HAS BEEN VERIFIED AND SPONSOR HAS NOTIFIED ENTRANT THAT VERIFICATION IS COMPLETE. PRIZE DETERMINATIONS ARE IN SPONSOR’S SOLE DISCRETION, AND CANNOT BE APPEALED OR CHALLENGED.
Sponsor will award a minimum of seven (7) Black Ambition Prizes. The minimum aggregate value of all prizes to be awarded shall be one million five hundred thousand dollars ($1,500,000 USD) broken down as follows.
Black Ambition Grand Prize (1): $1,000,000
Second Place Prize (1): $250,000
Runner up (5) $50,000
Prize winners will receive a transfer of funds to the Venture’s commercial bank account or, if the Venture does not yet have a commercial bank account, to the Lead’s commercial bank account. All transfers of funds will take place within sixty (60) days of notification to the prize recipients, subject to the recipient entering into a contractual agreement with Sponsor setting forth the terms and conditions governing the receipt and use of the prize funds, which terms and conditions are in Sponsor’s sole discretion (“Sponsor Grant Agreement”).
Sponsor may award additional prizes, in its sole discretion.
6.2. Prize Structure/Delivery
6.2.1. Delivery of Prize
The Black Ambition prize awards are generally structured as a simple agreement for future equity (“SAFE”) investment into the company prize award recipient. A SAFE is a convertible equity security that allows the investor to receive shares in a future priced financing round based on the “investment amount” based upon the price per share of the future round, rather than at a predetermined valuation.
6.2.2. Conditions for Delivery of the Grant
The conditions for Sponsor to deliver the prize shall be as follows:
- Sign the Sponsor Grant Agreement.
- Delivery of documentation declaring the Entrant’s legal status as an individual and/or as a Venture.
- Completion of Financial Counseling
- Delivery of a completed W-9
- Provision of EFT details to facilitate funds transfer
Sponsor reserves the right to verify that the technical and legal information declared in the Entry and any supplemental materials is valid and, in the event that any material nonconformity is found, or a company award recipient does not complete the necessary conditions by a deadline established by the Sponsor, the Sponsor will suspend the delivery of the prize.
6.2.3. Financial award payment timing
Prize Awards will be disbursed in full within sixty (60) days of completion of Financial Counseling that is provided to prize winners after Demo Day.
6.3. Financial Counseling
All prize winners must participate in financial counseling, to be provided through Sponsor (the “Financial Counseling”). At least one representative from the Team must participate in the Financial Counseling.
6.4. Additional Conditions/Restrictions on Prize
Limit one (1) prize per Team; a Team may not submit Entries for both the HBCU Prize and the Black Ambition Prize. Any and all applicable federal, state, and local taxes and all fees and expenses related to acceptance and use of any prize amount not specifically stated herein, including but not limited to, change of air travel fees, ground transportation, automobile insurance, meals, incidentals, passenger tariffs or duties, surcharges, service charges or facility charges, personal charges at lodging, security fees and/or other expenses, are the sole responsibility of the winner. Prize awards cannot be substituted, assigned, or transferred; however, Sponsor reserves the right to make prize substitutions at its sole discretion. Sponsor will not replace any lost or stolen prizes or components of a prize(s).
6.5. Monitoring and Reporting
All eligible applicants will be asked to participate in follow-up surveys to share their experience with the Black Ambition competition to help improve the competition in future years. Additionally, all prize winners will be asked to participate in follow-up surveys in subsequent years to share the progress of their Ventures, so that Black Ambition can stay informed and provide guidance as helpful to winners.
7. Publicity and Intellectual Property Release
EXCEPT WHERE PROHIBITED BY LAW, BY PARTICIPATING IN THIS COMPETITION, ENTRANT CONSENTS TO THE USE BY SPONSOR AND ITS AUTHORIZED EMPLOYEES, REPRESENTATIVES, CONTRACTORS, OR THOSE ACTING AT ITS DIRECTION, OF THE ENTRANT’S LIKENESS, PHOTOGRAPH, AUDIO-VISUAL FOOTAGE, NAME, BIOGRAPHICAL INFORMATION, A 2-3 SENTENCE SUMMARY OF THE ENTRY, VOICE, OR ANY OTHER RECORD OF PARTICIPATION IN ANY COMPETITION-RELATED EVENT FOR ADVERTISING AND PUBLICITY PURPOSES IN ANY AND ALL MEDIA, NOW KNOWN OR HEREAFTER DEVELOPED, WORLDWIDE (INCLUDING WINNERS LIST) WITHOUT ADDITIONAL COMPENSATION OR NOTIFICATION. IN ADDITION, ENTRANT HEREBY AUTHORIZES SPONSOR AND ITS AUTHORIZED EMPLOYEES, REPRESENTATIVES, CONTRACTORS, OR THOSE ACTING AT ITS DIRECTION, TO FILM, PHOTOGRAPH AND INTERVIEW ENTRANT AND OTHERWISE DOCUMENT ENTRANT’S PARTICIPATION IN ANY COMPETITION-RELATED EVENT, AND WITH RESPECT THERETO, ENTRANT HEREBY TRANSFERS AND ASSIGNS TO SPONSOR, AS APPLICABLE, ALL RIGHT, TITLE AND INTEREST IN AND TO ANY AND ALL INTERVIEWS, PHOTOGRAPHIC IMAGES, VIDEO AND AUDIO RECORDINGS, AND STATISTICAL MEASUREMENTS THAT INCORPORATE ENTRANT’S DEMOGRAPHIC INFORMATION. ENTRANT HEREBY WAIVES ANY RIGHT TO INSPECT OR APPROVE THE FOREGOING, ANY MATERIALS THAT MAY BE USED IN CONNECTION WITH THE FOREGOING, OR THE USE TO WHICH THEY MAY BE APPLIED.
ENTRANT HEREBY GRANTS TO SPONSOR AND ITS AUTHORIZED EMPLOYEES, REPRESENTATIVES, CONTRACTORS, OR THOSE ACTING AT ITS DIRECTION, A LIMITED, NONEXCLUSIVE, IRREVOCABLE, WORLDWIDE LICENSE TO THE ENTRY AND ANY OTHER COMMUNICATIONS, CREATIVE SUGGESTIONS, IDEAS, NOTES, CONCEPTS OR OTHER MATERIALS THAT ENTRANT MAY SUBMIT TO SPONSOR OR POST TO WWW.BLACKAMBITIONPRIZE.COM IN CONNECTION WITH THIS CONTEST (COLLECTIVELY WITH THE ENTRY, “SUBMISSIONS”) TO EDIT, MODIFY, PUBLISH, REPRODUCE, USE, DISCLOSE, DISSEMINATE AND DISTRIBUTE THE SUBMISSIONS FOR PURPOSES OF EXECUTING THE CONTEST, INCLUDING AS FOLLOWS:
- TO CONDUCT THE SELECTION PROCESS DESCRIBED ABOVE, BY SHARING THE ENTRY OR SECTIONS OF THE ENTRY WITH INDEPENDENT EVALUATORS AND JUDGES TO REVIEW;
- TO PUBLICIZE AND MARKET BLACK AMBITION, BY SHARING A 2-3 SENTENCE SUMMARY OF THE ENTRY;
- TO EVALUATE AND IMPROVE THE DESIGN OF FUTURE COMPETITIONS, BY SHARING A 2-3 SENTENCE SUMMARY OF THE ENTRY IN PROGRAM MATERIALS AND DEMOGRAPHIC INFORMATION FOR PURPOSES OF STATISTICAL MEASUREMENTS.
IF ANY USE BY SPONSOR OF THE SUBMISSIONS CAUSES IT TO BE LIABLE TO ANY THIRD-PARTY, E.G., DUE TO ENTRANT’S PLAGIARISM OR INFRINGEMENT OF ANOTHER’S INTELLECTUAL PROPERTY RIGHTS, ENTRANT AGREES TO INDEMNIFY AND DEFEND SPONSOR AND ITS AGENTS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, REPRESENTATIVES AND ALL RELATED PARTIES FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, JUDGMENTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) WHICH IT INCURS AS A RESULT OF SPONSOR’S USE OF THE SUBMISSIONS.
Each Entrant warrants and represents as follows:
- The Entrant shall not violate any intellectual property rights, confidentiality obligation, right of privacy, or other right of any person or entity.
The information provided by Entrant throughout the Competition is accurate and complete. Each Entrant understands that in the event he/she/they have/has failed to disclose any relevant information which may have impacted Sponsor’s decision to select and support their Venture, or have/has provided false information, Sponsor will be entitled to rescind any Sponsor Grant Agreement with immediate effect, in addition to any other remedies available by contract or by law.
9. Legal Status
The Entrants are independent of Sponsor, and nothing contained in or relating to any prize shall be construed as establishing or creating an employer/employee relationship with Sponsor. Sponsor shall not be responsible for any loss, accident, damage or injury suffered by the Entrants, arising during or as a result of participation in the Competition, including travel, whether sustained on Sponsor’s premises or not.
10. Electronic Communications
Entrant acknowledges and agrees to electronic communication and delivery of all documents related to the Competition as designated by Sponsor. Entrant further acknowledges and agrees to:
(i) the transfer of your personal data to the United States of America and for it to be stored on the Sponsor’s servers there;
(ii) the act of clicking your consent to these Official Rules as a binding form of your electronic signature, which will bind you to these Rules;
(iii) represent that all information provided by you will be complete, current, and accurate; and
(iv) represent that you have a printer or other device to print or otherwise save communications and documents including, without limitation, these Official Rules and that you have, in fact, printed or otherwise saved a copy of these Official Rules for your records.
Acceptance of these Official Rules and any consent noted herein is effective unless and until you withdraw it. You may withdraw your consent to electronic communication and delivery of documents, update your contact information, or request a free paper copy of these Official Rules at any time by contacting us at email@example.com.
11. Limitation of Liability/Release
By participating in the Competition, Entrants and winners individually and on behalf of their relatives, heirs, assignees, successors, executors, and administrators, and employers (if applicable) hereby permanently, irrevocably and forever waive and release any and all rights, demands, losses, liabilities, claims and causes of action whatsoever which you may now or hereafter be entitled to assert against the Sponsor, as well as all others associated with the development and execution of the Competition (collectively, the “Released Parties”), including, but not limited to (i) any death, injury, loss of enjoyment or other harm or loss of any nature whatsoever caused by, contributed to, or arising out of the Competition and/or any prize awarded, (ii) any claim or demand for additional compensation or any other claim or demand related to the Competition or what the Sponsor provides, (iii) any claim related to unauthorized human intervention in the Competition or technical errors that may impair your ability to participate in the Competition, (iv) any claims related to errors in the administration of the Competition, (v) any claims or allegations that your Entry infringes any copyright, trademark, or any other intellectual property right, (vi) disputes between Entrants, (vi) disputes between Entrants and their employers, (vii) claims relating to damage to persons or property relating in any way to your participation in the Competition, and forever release and discharge the Released Parties from any and all liability with respect thereto. The Released Parties assume no responsibility for any error, omission, interruption, deletion, defect, or delay in operation or transmission; communications line failure; theft or destruction of or unauthorized access to the Website or any other website involved in the Competition, or any registration, voting, judging or winner selection. YOU FURTHER AGREE THAT IN NO EVENT SHALL SPONSOR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO PARTICIPATION IN THE COMPETITION OR THE USE OF ANY SPONSOR MATERIALS BY YOU OR ANYONE ELSE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE.
Nothing in these Official Rules shall be interpreted as granting you permission to use or display any of the Sponsor’s trademarks (including any logo or brand) or rights in any Sponsor technologies or intellectual property. Moreover, nothing shall permit you to promote your participation or involvement in the Competition without Sponsor’s prior written consent.
12. General Conditions
Sponsor reserves the right, in its sole discretion, to disqualify and seek damages from any individual or Entrant who does not comply with any provision of these Official Rules, cheats, tampers with or manipulates the operation of the Competition, or otherwise acts in a disruptive or inappropriate manner.
The Sponsor is not responsible for late, erroneous, misdirected or incomplete entries, or for any computer-related, online, telephonic, or technical malfunctions that may occur. Proof of transmission does not constitute proof of entry. Entries will be considered void if they are in whole or in part illegible, incomplete, damaged, irregular, altered, counterfeit, produced in error, forged, mechanically reproduced or obtained through fraud or theft, or if they contain an Entry that does not meet the requirements.
Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision; to be enforceable, a waiver must be in writing and signed by an authorized representative of Sponsor. These Official Rules, together with any release and any Sponsor Grant Agreement signed by an Entrant and Sponsor represent the entire agreement between you and Sponsor with respect to the Competition and supersede all prior and contemporaneous communications in any form between you and Sponsor with respect to the Competition. No joint venture, partnership, franchise, employment, alliance, or agency relationship exists between you and Sponsor as a result of these Official Rules or the Competition. If any part of these Official Rules is held by a court to be contrary to law, that part shall be changed and interpreted so as to best accomplish the objectives of the original parties to the fullest extent allowed by law, and the remaining parts of these Official Rules will remain in full force and effect.
13. Nature of Relationship/Waiver of Equitable Relief:
Each Entrant understands and acknowledges that Sponsor has wide access to ideas, designs, and other materials, and that new ideas are constantly being submitted to it or being developed by Sponsor’s own employees. Each Entrant also acknowledges that many ideas may be competitive with, or similar or identical to the Submission and/or each other in theme, idea, format or other respects. Each Entrant acknowledges and agrees that such Entrant will not be entitled to any compensation as a result of Sponsor’s use of any material that is similar or identical to such Entrant’s own Entry. Each Entrant acknowledges and agrees that the Sponsor does not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Submission. Finally, each Entrant acknowledges that, with respect to any claim by Entrant relating to or arising out of Sponsor’s actual or alleged exploitation or use of any Submission or other material submitted in connection with the Competition, the damage, if any, thereby caused to the applicable Entrant will not be irreparable or otherwise sufficient to entitle such Entrant to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition or other exploitation of the Submission or any material based on or allegedly based on the Submission, and the Entrant’s rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
14. Ability to Modify or Terminate
The Competition will be provided by Sponsor “as is” without a warranty of any kind. In the event that the operation, security, or administration of the Competition is in Sponsor’s judgment impaired in any way, Sponsor may, in its sole discretion, without limitation: (a) suspend the Competition to address the impairment and then resume the Competition; (b) cancel the Competition and award the prize(s) according to the criteria set forth above from among the eligible Entries received up to the time of the impairment; and/or (c) take any other reasonable action as Sponsor deems necessary and appropriate to the circumstances in Sponsor’s sole discretion. Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Competition. Sponsor reserves the right at its sole discretion to modify the Official Rules at any time and for any reason. If the Official Rules are modified, Sponsor will post the updated Official Rules on the Website. In the event Sponsor modifies the Official Rules, your submitting an Entry, continued participation in the Competition, or receiving a prize shall indicate your acceptance of the modified Official Rules.
15. Force Majeure
Without limiting Sponsor’s other rights set forth in this these Official Rules, Sponsor hereby retains the right (in its sole discretion) to suspend, modify and/or terminate the Competition and/or award of any prize in the event that completion of the Competition is prevented or interrupted because of force majeure events, including any strike, fire, war, terrorist, or governmental action, illness, epidemic, pandemic, or any disruptive event beyond its control. In the event of Force Majeure suspension or postponement, the Competition and/or award of the prize shall be deemed extended by a period equivalent to any period(s) of suspension, unless otherwise announced on the Website.
Notwithstanding the foregoing, no termination hereunder shall affect Sponsor’s rights hereunder or any of its rights in and to the Competition, which shall remain in full force and effect.
16. Disputes/Choice of Law
The Competition is governed by the laws of California, without regard to the conflicts of law provisions. These Official Rules are and will be made in and will be construed and enforced solely in accordance with the laws of California.
All disputes, claims or demands that relate to these Official Rules will first be brought to the attention of the other party. The receiving party will have sixty (60) days from the date of such notice to remedy the described breach or violation and notify the complaining party in writing of the resolution. If the dispute, claim or demand is not resolved to the satisfaction of the complainant within sixty (60) days, the complainant may request an informal resolution conference (mediation), which if agreed to by the other party will be scheduled to occur within twenty-one (21) days of the written response. Each party will have the right to be represented at such a conference by legal counsel and will ensure that a decision-maker with full and complete authority to resolve the dispute on behalf of such party attends the conference. Such conference will be in front of a third-party mediator mutually chosen by the parties. If the parties do not agree to conference or are unable to resolve a dispute after such a conference, the parties agree that exclusive jurisdiction for any dispute, claim or demand related in any way to these Official Rules will be decided individually, without resort to any form of class action, by binding arbitration. All disputes between the parties, of whatsoever kind or nature arising out of these Official Rules, will be submitted to JAMS for binding arbitration under its rules then in effect in California, before one arbitrator to be mutually agreed upon by both parties. The parties agree to share equally in the arbitration costs incurred.
17. Personal Information and Privacy
Questions may be addressed to the following e-mail address: firstname.lastname@example.org