ThinkQuest Primary Coach's Competition Registration Agreement
I. GENERAL
As a Primary Coach, you are registering a Team for participation in the ThinkQuest International 2008 Competition described in more detail at http://www.thinkquest.org (Competition). The Competition is owned and operated by the Oracle Education Foundation, a California not-for-profit corporation (Foundation).
Participation in the Competition is subject to and contingent upon your agreement with the ThinkQuest International Rules (Rules), which, along with this Primary Coach's Competition Registration Agreement, constitute a legally binding agreement between you and the Foundation (Agreement). Capitalized terms that are not defined in this Primary Coach's Competition Registration Agreement have the same meaning given to them in the Rules.
When you click the "Accept" button below, a legally binding agreement will be created between you (Coach) and the Foundation. On or before the Entry Submission Deadline, an Authorized Person at the Eligible School at which you are employed (School) must acknowledge and agree, on behalf of the School, to comply with and be bound by the terms and conditions of the School Entry Submission Agreement.
II. EFFECTIVE DATE
The Agreement is effective as of the time you click the "Accept" button below, and will remain in effect until completion of the Competition (including through the end of the ThinkQuest Live event), unless terminated earlier in accordance with the Agreement. You will need to register and agree to separate terms and conditions with respect to any future competitions offered by the Foundation.
III. TEAMS, ELIGIBILITY
As described in greater detail in the Rules, in order to participate in the Competition, students must form Teams and be represented by one Primary Coach. For specific eligibility requirements, including grounds for disqualification from the Competition, please refer to the Rules.
IV. PRIMARY COACH'S RESPONSIBILITIES
In addition to the Primary Coach requirements described in the Rules, you acknowledge and agree to the following:
(a) Resources. The Foundation has no obligation to provide resources in connection to your 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. You and the School will either provide or facilitate the provision of all required resources to your Team.
(b) Program Tools. The Foundation may make available certain software tools and other materials (Program Tools) for use by Teams during the Competition, including but not limited to access to tools and materials available on the Think.com website. You will, and will cause the Team to, use the Program Tools (if any) in accordance with the Agreement and any specific terms accompanying the Program Tools including any applicable Software License Terms or Terms of Use for such Program Tools (Terms). You are also responsible for insuring removal of the Program Tools from computer systems upon completion of the Competition, termination of your Team's participation in the Competition, and/or termination of the Agreement. You will provide written certification to the Foundation that you have deleted or otherwise removed the Program Tools from all computer systems. Unless otherwise specified in writing by the Foundation or its suppliers, Program Tools may be used only for activities directly related to the Team's participation in the Competition.
V. THE COMPETITION
For additional information concerning content guidelines, schedule and deadlines, judging criteria, and applicable rules, please refer to the Rules.
VI. REGISTRATION AND TEAM CREATION DATA
In order to enroll in the Competition you must complete the registration process, which will be finalized upon your acceptance of this Agreement. The registration process includes the submission of certain information about you, your School, additional coach(es) (if applicable), and your Team members (Registration Data). All Registration Data is treated in accordance with the ThinkQuest Privacy Policy. To update your Registration Data, please log in with your Coach account.
The Foundation will provide you with a Coach account and Team account (Accounts) in order to facilitate the uploading and administration of information. You acknowledge and agree that Accounts may only be used in accordance with this Agreement and for the sole purpose of facilitating your Team's participation in the Competition in accordance with the Rules. You are responsible for maintaining the confidentiality of all Accounts issued to you and your Team(s), and are fully responsible for all activities that occur under your Accounts, whether or not expressly authorized by you. You will notify the Foundation immediately by sending an email to support@thinkquest.org upon becoming aware of any actual or suspected abuse or unauthorized use of the Accounts issued to you.
VII. INTELLECTUAL PROPERTY
(a) Entries. All Competition entries (each, an Entry) must adhere to the copyright and other content guidelines set forth in the Rules. Specifically, you will not submit to the Foundation or otherwise include, content, information or materials, including but not limited to text, graphics, logos, color combinations, layout, button icons, images, audio clips and software (collectively, Entry Content) in any Entry unless (1) all Entry Content is the original creation of your Team; (2) your Team has first obtained all requisite permissions and rights to use the Entry Content; or (3) your 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) Source Identification. Upon the Foundation's request, whether at the time of your Entry submission or any time thereafter, you will identify in writing the sources for the Entry Content so that the Foundation might verify your compliance with this Section VII. However, the Foundation has no obligation to verify your right to use any Entry Content, and you remain fully responsible and liable for your Team's use of the Entry Content and your Team's compliance with the Agreement.
(c) Foundation Proprietary Rights. The Program Tools, Submission Content (as defined under Article IX(a) below) and other information that may be provided to you or otherwise accessible by you during your participation in the Competition in accordance with the Rules (collectively, the Program Related Materials) may be protected by copyright, trademarks, service marks, trade secret or other laws or proprietary rights agreements and you are only permitted to use them as expressly authorized by the Foundation. You agree to comply with and will insure that each Team member complies with any copyright notices or restrictions contained in or accompanying the Program Related Materials. Except for purposes directly related to your participation in the Competition, you will not and you 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.
Except for licenses to Program Related Materials that may be granted in accordance with the Rules and the applicable terms accompanying such Program Related Materials, nothing contained in the Agreement will be deemed to grant to you or to any Team, any right or license under any intellectual property rights, including without limitation, any Foundation or Oracle USA trademarks or service marks (whether or not registered)
XIII. TERM AND TERMINATION
You may terminate the Agreement at any time upon thirty (30) days prior written notice to the Foundation (see Section X(b)). Subject to the survival provisions contained in Section X(f), termination of this Agreement will have the effect of terminating all agreements that are incorporated into this Agreement by reference.
In accordance with the terms set forth in the Rules, the Foundation in its sole discretion may terminate your participation in the Competition effective immediately upon the Foundation's notice to you if you or your 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.
IX. RISK ALLOCATION
(a) Other Entries. During your participation in the Competition, you may be exposed to content provided by other Competition participants (Submission Content). You acknowledge and agree 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) you 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.
(b) Representations & Warranties. You represent and warrant to the Foundation that you (1) will comply and will cause the Team members to comply in all material respects with the terms and conditions of the Agreement; (2) will not and will not permit Team members to damage the goodwill or reputation of the Foundation or disparage or misrepresent the Competition in any manner whatsoever; (3) agree that use of your Entry will not violate or infringe any copyright or other proprietary or intellectual property rights of any third party; (4) agree that dissemination of the Entry 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) will comply and will cause the Team members to comply with all applicable local, state, national, and international laws and regulations.
(c) Indemnification. You agree to defend, indemnify, and hold harmless the Foundation, Oracle USA, their respective 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 you and your Team'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. THE FOUNDATION ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE SUBMISSIONS OR ENTRIES.
YOU UNDERSTAND AND AGREE 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 YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR 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 YOU MAY HAVE CERTAIN RIGHTS DEPENDING ON YOUR STATE OR JURISDICTION.
(e) Liability Limitation. AS A CONDITION OF AND IN CONSIDERATION OF YOUR PARTICIPATION IN THE COMPETITION, YOU AGREE THAT IN NO EVENT WILL THE FOUNDATION, ORACLE USA, THEIR RESPECTIVE 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 (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 BUT NOT LIMITED TO 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.
YOU AGREE 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 you.
You agree that any suit or other legal action or any arbitration brought by you relating in any way to the Competition, including your use of any Program Related Materials, must be officially filed or officially commenced no later than one (1) year after the claim first arises.
X. GENERAL PROVISIONS
(a) Jurisdiction and Venue. Any claim or dispute relating to your participation in the Competition, including use of the Program Related Materials you or your 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. You hereby (1) waive all right to trial by jury; (2) consent 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) consent 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 support@thinkquest.org for notices to the Foundation, or to the e-mail address provided to the Foundation as part of the Registration 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 you wish to update your Team's contact information, please log in with your Coach account.
(c) Severability; Entire Agreement. In the event that any provision of the Agreement 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. You agree 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 to it constitute the entire agreement between the parties regarding the Competition and supersede all prior understandings and agreements, whether written or oral.
(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 you 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 and their respective heirs, successors, and permitted assigns. The Agreement may be assigned, with or without your 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. You may not assign your rights or delegate your 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 IV, VII, IX, and X will survive termination or expiration of the Agreement.
(g) Further Assurances. Each party agrees to complete all documents and reasonable actions necessary to carry out its obligations and 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 shall be the version using the English language. All translations of this Agreement into other languages shall be for the convenience of the parties only, and shall 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 shall 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 seront 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.
(i) Binding Agreement. By clicking the "Accept" button below, you acknowledge (1) that you have read and understand the Agreement; and (2) that the Agreement has the same force and effect as a signed agreement.
Last Updated: August 15, 2007
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