This Promotion Submission Agreement (“Agreement”) is a legal contract between you and DesignMissoula (“Sponsor”). By submitting any essay or other materials or content (collectively, “Content”) to or through DesignMissoula.com (the “Site”) or to or through www.facebook.com/DesignMissoula (the “facebook page”), you agree to be bound by the terms and conditions of this Agreement. You must be at least 18 years old (or the age of majority in your state of residence) to submit Content to the Site.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SUBMITTING ANY CONTENT. THIS AGREEMENT INCLUDES IMPORTANT TERMS REGARDING YOUR INTELLECTUAL PROPERTY RIGHTS IN CONTENT YOU SUBMIT FOR DESIGNMISSOULA LOVE IS THE MOVEMENT CONTEST (THE “PROMOTION”); GRANTS CERTAIN RIGHTS AND RELEASES; AND MAKES CERTAIN REPRESENTATIONS, WARRANTIES AND INDEMNITIES REGARDING THE CONTENT YOU SUBMIT.
In consideration of allowing you to participate in the Promotion and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree as follows:
1. License to Sponsor. You hereby grant to Sponsor a perpetual, irrevocable, worldwide, sub-licensable, assignable royalty free license to publish, reproduce, distribute, publicly perform, publicly display, edit, modify, create derivative works of and otherwise use the Content in any manner or media and for any purpose whatsoever at the sole discretion of the Sponsor, including, without limitation, any advocacy, advertising or commercial use of any kind. You further grant to Sponsor the right to use your name, hometown, image, and biographic information in connection with the Content worldwide in any manner or medium now existing or later developed, in connection with the Promotion and for other advocacy, advertising, and promotional purposes without compensation to you or any other person or entity. The Sponsor will have no obligation to publish, use, or retain any Content you submit or to return any such Content or entry materials to you. You agree that it is your sole responsibility to obtain all permissions and releases necessary for the grant of the rights contained in this paragraph. You also agree to take any further action (including, without limitation, execution of affidavits, licenses, and other documents) reasonably requested by Sponsor to effect, perfect, or confirm Sponsor’s rights set forth above in this paragraph. You will not be entitled to compensation for any use by Sponsor, or its agents, licensees or assignees, of the Content.
2. Promotion Official Rules. By submitting Content, you agree to participate in the Promotion and acknowledge that you have read and agree to all of the terms, conditions and rules set forth in the Official Promotion Rules (“Official Rules”) available at DesignMissoula.com/officialcontestrules which are incorporated into this Agreement by reference as if fully set forth herein. Without limiting the foregoing, you understand and agree that as a condition of being awarded any prize, each winner may be required to execute and deliver to Sponsor a signed affidavit of eligibility, acceptance of the Official Rules, and any other required legal, regulatory and/or tax-related documents.
3. Representations and Warranties. You represent and warrant that: (a) you are eligible to enter the Promotion; (b) the Content is original to you and you are the owner of all right, title and interest in and to the Content and have the right to grant the rights granted herein; (c) you have the unconditional right to submit the Content to Sponsor pursuant to this Agreement, and the Content and the use thereof as contemplated herein does not and will not violate or infringe upon any law or regulation or the rights of any third party, including without limitation any copyright, trademark, patent, rights of publicity or privacy, or other intellectual property, personal, or proprietary rights; (d) the Content does not contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data; (e) all statements that you assert as fact are true and accurate; and (f) all Content will fully comply with the Official Rules. You acknowledge that it is your sole responsibility to obtain all permissions, licenses, assignments, and releases necessary for the grant of the license contained in this Agreement.
4. Waiver and Release. By submitting the Content, you hereby release Sponsor from any liability whatsoever, and waive the right to make any claims against Sponsor, arising out of, or relating to, the Content or the use of your name, hometown, biographical information, image and/or likeness as set forth in this Agreement, including, without limitation, claims of infringement, unfair competition, breach of implied contract, breach of confidentiality, and/or violation of any right of privacy or publicity.
5. No Confidentiality. You realize that Sponsor may have access to, or may independently create content and material similar or identical to, the Content you submit, and you agree that you will not be entitled to any compensation by reason of the use by Sponsor of such similar or identical material. You understand and agree that all Content submitted to Sponsor will not be treated as confidential, and you agree not to include or disclose any confidential or proprietary information of a third party in any Content.
6. Indemnification. You will defend, indemnify, and hold harmless Sponsor, and its parent companies, subsidiaries, affiliates, successors and assigns, from and against any and all claims, demands expenses, losses or liabilities including, without limitation, reasonable attorneys’ fees and punitive damages, arising out of or in connection with the Content, or any use thereof, including without limitation those arising from any breach, or alleged breach, of the warranties, representations and promises provided by you in this Agreement.
7. Miscellaneous. This Agreement, together with the Official Rules, embodies the parties’ entire agreement and supersedes any prior agreement, express or implied, written or oral, with respect to the Content. No modification, deletion, or amendment of any provision is binding unless in writing signed by each party’s authorized representative. This Agreement shall be construed in accordance with the laws of the State of Montana without regard to its or any other jurisdiction’s choice of law provisions. The parties hereby consent to the jurisdiction of the state and federal courts located in the State of Montana. All of the covenants, terms, provisions and agreements contained in this Agreement will be binding upon, and inure to the benefit of, the parties hereto, and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.