ThinkQuest School Entry Submission Agreement

I. GENERAL

Capitalized terms not otherwise defined herein have the same meaning ascribed thereto in the ThinkQuest International 2007 Rules (Rules), which are incorporated herein by reference, and in the ThinkQuest Primary Coach's Competition Registration Agreement. In order for a Team to submit an Entry into the ThinkQuest Competition (Competition), each Team must have someone with legal signing authority at the school at which the Primary Coach is employed (School), generally a principal, head teacher, or other administrator (Authorized Person), acknowledge and agree, on behalf of the School, to comply with and be bound by the terms and conditions of this School Entry Submission Agreement. The Competition is owned and operated by the Oracle Education Foundation, a California not-for-profit corporation (Foundation), and is described in more detail at http://www.thinkquest.org/.

II. EFFECTIVE DATE

The Agreement is effective as of the time the Authorized Person clicks the "Accept" button below, and will remain in effect until completion of the Competition (including through the end of the ThinkQuest Live competition) unless terminated earlier in accordance with the Agreement. The School will need to agree to separate terms and conditions with respect to any future competitions offered by the Foundation.

III. SCHOOL'S RESPONSIBILITIES

(a) Parental Permissions and Consents. In accordance with the Rules, the School is responsible for ensuring that each Primary Coach obtains a signed permission form from the parent/legal guardian of each student member of a Team if that student is (a) under age 18, or (b) is older than age 18 but not the age of legal majority in his/her country and/or state of citizenship, before submitting an Entry to the Foundation. The School is solely responsible for maintaining records of all permission forms and will provide the Foundation with access to such records upon the Foundation's reasonable request.

(b) Guidance and Oversight. The School is responsible for insuring that the Primary Coach of each Team provides adequate guidance, encouragement and oversight to his/her Team members throughout the Competition. The School understands and agrees that the Foundation will have no responsibility or liability for the conduct of the School, its coach(es) or Team members, and by submitting this Agreement, the School hereby agrees to accept all responsibility and liability for its coach(es') and Team's conduct and full compliance with the Agreement.

(c) Resources. The School acknowledges and agrees that the Foundation has no obligation to provide resources in connection with the School's or the Team's participation in the Competition, including without limitation, (1) software, hardware, telecommunications and other technology resources; (2) work space; (3) technical support or personnel; (4) educational materials and other content; or (5) financial assistance associated with the foregoing. The School will either provide or facilitate the provision of all required resources to its Team.

IV. THE COMPETITION

For additional information concerning content guidelines, schedule and deadlines, judging criteria, and applicable rules, please refer to the Rules.

V. SUBMISSION DATA

VI. INTELLECTUAL PROPERTY

(a) Entries. All Competition Entries must adhere to the copyright and other content guidelines set forth in the Rules. The School will insure that the Team does not submit to the Foundation or otherwise include content, information or materials, including without limitation text, graphics, logos, color combinations, layout, button icons, images, audio clips and software (collectively, Entry Content) in any Entry unless (1) all such Entry Content is the original creation of the Team; or (2) the Team has first obtained all requisite permissions and rights to use the Entry Content; or (3) the Team has otherwise ascertained that such Entry Content is in the public domain in accordance with and subject to applicable law.

Entries may be added by the Foundation to the ThinkQuest Library and displayed at http://www.thinkquest.org/library/ (the Library). The Foundation has sole discretion in determining whether or not to add an Entry to the Library.

(b) License to the Foundation. By submitting an Entry to the Foundation, the School grants to the Foundation a worldwide, nonexclusive and royalty-free license to reproduce, copy, distribute, modify, edit, create derivative works from, display, transmit, perform, publish and otherwise use the Entry, including all Entry Content, including, but not limited to, authorizing the Foundation to do the following, within the Foundation's sole discretion:

(1) post the Entry in the Library in any form;
(2) edit and remove Entries and Entry Content from the Library;
(3) copy and distribute Entries and/or Entry Content, including but not limited to:

a. making Entries available to students or individuals to use for homework, research, reading or personal information;
b. allowing educators to use Entry materials in the classroom, or link to Entries in the ThinkQuest Library;
c. allowing for the publication of original images, quotes or excerpts taken or derived from the Entry;
d. using of partial or complete Entry in any fashion;

(4) publicize all or portions of the Entry in press releases, news, case studies, or similar publications;
(5) use all or portions of the Entry in connection with marketing events and activities related to the Competition, or in promotional items in print, web, video, or other similar media.

The license the School grants cannot be revoked, and continues after the completion of the Competition. The license is also transferable to any successor or assign of the Foundation. The School warrants (1) that it has all necessary intellectual property and other rights in the Entries that the Team submits in order to grant the license to the Foundation described in this Section VIII(b), (2) that it has obtained all such rights as are necessary to grant the license to the Foundation herein, in writing, from each Team member, and (3) that it will provide the Foundation with copies of such written records upon request.

(c) Source Identification. Upon the Foundation's request, whether at the time of the Team's Entry submission or any time thereafter, the School will identify in writing the sources for the Entry Content so that the Foundation might verify the School's compliance with the Agreement. The foregoing notwithstanding, the Foundation has no obligation to verify the School's right to use any Entry Content, and the School remains fully responsible and liable for its use of the Entry Content and compliance with the Agreement.

(d) Foundation Proprietary Rights. The Program Tools, Submission Content (as defined under Article X below) and other information that may be provided to the School or otherwise accessible by the School during its participation in the Competition (collectively, the Program Related Materials) may be protected by copyright, trademarks, service marks, trade secret or other laws or proprietary rights agreements and the School is only permitted to use them as expressly authorized by the Foundation. The School agrees to comply with and will insure that each coach and Team member complies with any copyright notices or restrictions contained in or accompanying the Program Related Materials. Except for purposes directly related to the School's participation in the Competition, it will not and it will not permit others to: (1) publish, transmit, transfer or sell, reproduce, distribute, perform, display, or in any way exploit any of the Program Related Materials in whole or in part; (2) sublicense the Program Related Materials to any third party or use the Program Related Materials for any commercial purpose; (3) alter, modify, or reverse engineer the Program Related Materials in any way (including without limitation, by removing copyright, trademark and other proprietary notices included with the same); or (4) create any derivative works of the Program Related Materials unless expressly permitted to do so.

VII. TERM AND TERMINATION

The Agreement may be terminated at any time for convenience by the School, upon thirty (30) days prior written notice to the Foundation, such notice to be provided in accordance with the notice provision in Section XI(b) of this Agreement. Subject to the survival provisions contained in Section XI(f), termination of this Agreement will have the effect of terminating all agreements that are incorporated herein by reference.

In accordance with the terms set forth in the Rules, the Foundation in its sole discretion may terminate the Team's participation in the Competition effective immediately upon the Foundation's notice to the, Primary Coach, if the School, coach(es) or any Team members: (1) violate any of the terms and conditions of the Agreement; (2) use the Program Related Materials or the proprietary technology or intellectual property of the Foundation or any third party in violation of the Agreement or an international, federal, state or local law or regulation; or (3) submit an Entry that contains Objectionable material (as defined below).

VIII. RISK ALLOCATION

(a) Other Entries. During the School's participation in the Competition, the School may be exposed to content provided by other Competition participants (Submission Content). The School acknowledges and agrees that (1) the Foundation does not pre-screen Submission Content; (2) the Foundation does not endorse or adopt (and has not necessarily reviewed) any Submission Content nor does it assume any responsibility for any Objectionable material therein; and in light of the foregoing, (3) the School agrees that it will evaluate, and bear all risks associated with the use of any Submission Content, including any reliance on the accuracy, completeness, or usefulness of such Submission Content.

The School agrees, in connection with its participation in the Competition, to release and to cause the Primary Coach and Team members to release the Foundation, its parent corporation, subsidiaries, and each of their officers, employees, directors, shareholders, and agents, from any and all claims, demands and damages, of any type and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with exposure to or use of the Submission Content by or on behalf of the School, the coach(es) and Team members (including without limitation disputes of any kind with any parties responsible for the Submission Content).

(b) Representations & Warranties of School. The School hereby represents and warrants to the Foundation that: (1) it is an accredited school and is a non-profit and tax-exempt organization; (2) it will comply and will cause the coach(es) and Team members to comply in all material respects with the terms and conditions of the Agreement; (2) it will not nor will it permit the coach(es) or the Team members to damage the goodwill or reputation of the Foundation or disparage or misrepresent the Competition in any manner whatsoever; (3) use of the Entry as contemplated by the Competition and the Agreement will not violate or infringe any copyright or other proprietary or intellectual property rights of any third party; (4) dissemination of the Entry as contemplated by the Competition and the Entry Submission Agreement will not contravene the laws, including but not limited to laws of defamation, of any country in which the Foundation distributes or publishes the Entry from time to time; and (5) it will comply and will cause its coach(es) and Team members to comply with all applicable local, state, national, and international laws and regulations.

(c) Indemnification. The School hereby agrees to defend, indemnify, and hold harmless the Foundation, its parent corporation, subsidiaries, and each of their officers, employees, directors, shareholders, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs made by any third party, due or arising out of or in any way connected with the School's participation in the Competition.

(d) Warranty Disclaimers THE COMPETITION AND ALL INFORMATION MADE AVAILABLE THROUGH THE COMPETITION OR ANY WEBSITE PROVIDED BY THE FOUNDATION IS PROVIDED AS IS AND ON AN AS AVAILABLE BASIS WITH ALL FAULTS AND WITHOUT ANY WARRANTIES. THE FOUNDATION HEREBY DISCLAIMS ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE COMPETITION, THE PROGRAM RELATED MATERIALS, SUBMISSION CONTENT, OR ANY OTHER INFORMATION ACCESSIBLE BY ANY PARTY IN THE COURSE OF COMPETITION PARTICIPATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. THE FOUNDATION ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE SUBMISSIONS OR ENTRIES. THE SCHOOL ACKNOWLEDGES AND AGREES THAT ANY INFORMATION OR PROGRAM RELATED MATERIALS DOWNLOADED, UPLOADED, INSTALLED OR OTHERWISE OBTAINED THROUGH THE USE OF THE COMPETITION WEBSITE OR THROUGH ANY OTHER MEANS OF DELIVERY IS AT THE SCHOOL'S OWN DISCRETION AND RISK AND THAT THE SCHOOL WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, UPLOAD OR INSTALLATION OR USE OF SUCH INFORMATION OR PROGRAM RELATED MATERIALS. THE FOUNDATION DOES NOT WARRANT THAT ITS WEBSITE, ITS SERVERS, OR E-MAIL SENT FROM THE FOUNDATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR DISCLAIMER OF SOME WARRANTIES AND THE SCHOOL MAY HAVE CERTAIN RIGHTS DEPENDING ON ITS STATE OR JURISDICTION.

(e) Liability Limitation AS A CONDITION OF AND IN CONSIDERATION OF THE SCHOOL'S PARTICIPATION IN THE COMPETITION, THE SCHOOL AGREES THAT IN NO EVENT WILL THE FOUNDATION NOR ITS PARENT CORPORATION, SUBSIDIARIES, AND EACH OF THEIR OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AND AGENTS, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES RELATING TO LOST REVENUES OR PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS, LOST DATA, WORK STOPPAGE, EXPENSES, COSTS, OR COMPUTER FAILURE OR MALFUNCTION) RESULTING DIRECTLY OR INDIRECTLY FROM OR OTHERWISE ARISING IN CONNECTION WITH THE COMPETITION, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, ACTIONS IN CONTRACT, WARRANTY, NEGLIGENCE, OR PRODUCTS LIABILITY), EVEN IF THE FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION ANY OF THE FOLLOWING: (1) any defect in, or download, use, or attempted use of, or inability to use, any information or Program Related Materials made available by the Foundation; (2) inability to access or use the Competition Website; or (3) any allegation, claim, suit, or other proceeding based upon a contention that an Entry or any Submission Content constitutes Objectionable material.

THE SCHOOL AGREES THAT THE FOREGOING LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. Some jurisdictions do not allow the limitation or exclusion of liability. Accordingly, some of the above limitations may not apply to the School.

IX. GENERAL PROVISIONS

(a) Jurisdiction and Venue. Any claim or dispute relating to the School's participation in the Competition, including use of the Program Related Materials by the School, its coach(es) or Team members, will be governed by and interpreted in accordance with the laws of the state of California (without reference to choice of law principles that might apply the law of any other jurisdiction), which will take priority over any foreign laws, rules, and regulations. The School hereby (1) waives all right to trial by jury; (2) consents to the exclusive jurisdiction of the Supreme Court of the State of California and of the United States District Court for the San Mateo District of California; and (3) consents that any process of notice of motion or other application to the court or judge thereof may be served within or without the State of California by registered or certified mail, or by personal service, provided a reasonable time for appearance is allowed. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

(b) Notices. Subject to subparagraph (a) immediately above, all notices to a party will be in writing and will be made via e-mail to thinkquest_ww@oracle.com for notices to the Foundation, or to the e-mail address provided to the Foundation as part of the Submission Data for notices to you, or such other address as either party may specify. Notice will be deemed given 48 business hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, notices to the Foundation may be sent by regular mail, postage prepaid to:

Oracle Education Foundation
Colleen Cassity, Director
500 Oracle Parkway, MS 5OP8
Redwood Shores, CA 94065

and notice will be deemed given upon the Foundation's receipt. If the School wishes to update its contact information, please contact the Team's Primary Coach.

(c) Severability; Entire Agreement. In the event that any provision of the Agreement will, in whole or in part, be determined by a court of competent jurisdiction, to be invalid, unenforceable or void for any reason, such determination will affect only the portion of such provision determined to be invalid, unenforceable, or void, and will not affect in any way the remainder of such provision or any other provision of the Agreement. The School agrees to allow a court or arbitrator to replace such an invalid, unenforceable, or void provision with a valid provision which is as similar as possible in substance to the invalid, unenforceable, or void provision. The Agreement and any modifications hereto constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, as to such subject matter.

(d) No Waiver. The waiver by the Foundation of any default or breach of the Agreement will not constitute a waiver of any other or subsequent default or breach. The Foundation's failure to act with respect to a breach by the School or others does not constitute a waiver of its right to act with respect to subsequent or similar breaches.

(e) Assignment. The Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and permitted assigns. The Agreement may be assigned, with or without the School's consent, by the Foundation to any person, partnership, corporation or other entity which succeeds to the business of the Foundation or which has purchased substantially all of the assets of the Foundation. The School may not assign its rights or delegate its obligations under the Agreement and any such attempted assignment or delegation will be void and of no effect.

(f) Survival. The provisions contained in Articles VIII, X, and XI, as well as in Section (a) of Article V, will survive termination or expiration of the Agreement.

(g) Further Assurances. Each party hereto will execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such instruments and take such other action as may be necessary or advisable to carry out its obligations hereunder, and to implement the terms and conditions of the Agreement.

(h) Language. The parties confirm that this Agreement and all related documentation will be drafted in English. Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s'y rattaché, soient redigés en langue anglaise. The original and controlling version of this Agreement will be the version using the English language. All translations of this Agreement into other languages will be for the convenience of the parties only, and will not control the meaning or application of this Agreement. All notices and other communications required or permitted by this Agreement must be in English, and the interpretation and application of such notices and other communications will be based solely on the English language version thereof. La version originale et controllante de cette convention est la version Anglaise. Toutes les traductions de cette convention dans une autre langue sont uniquement pour le bénéfice des parties et ne sera pas controllant du sens de convention. Touts les avis et communications requis ou permis part cette convention doivent etre dans la langue Anglaise et touts les interpretations et les applications de ces communications sera dans la langue Anglaise.

Last Updated: August 15, 2006