ThinkQuest Entry Submission Agreement

October 2004 Competition

I.  GENERAL

In order to submit an entry into the October 2004 ThinkQuest Competition described in more detail at www.thinkquest.org (Competition), you must agree to be bound by the terms and conditions contained in this ThinkQuest Entry Submission Agreement, as well as to the terms of the <ThinkQuest Competition Registration Agreement>, <Rules>, <Evaluation Criteria> and the <ThinkQuest Privacy Policy> (each of which is hereby incorporated by reference), with all of the foregoing constituting the Entry Submission Agreement.

Upon the submission of your Competition entry (Entry), a legally binding agreement will be created between the school or other educational entity with which a team is associated (School) and the Oracle Education Foundation, a California not-for-profit corporation (Foundation).  In order for your Entry to be accepted by the Foundation, we require that the Entry Submission Agreement be agreed to by the principal or equivalent School administrator with the ability to bind the School (Authorized Person).  The individual who reads and clicks the "Accept" button below (a.k.a., "submission button") on this Entry Submission Agreement (you, your, etc.) should be the Authorized Person. 

II.  AUTHORIZED PERSON REPRESENTATION

By clicking the "Accept" button below the Authorized Person represents and warrants to the Foundation that he or she is empowered to act on behalf of the School, and that the School has been duly authorized by all requisite action to execute, deliver and perform under the Entry Submission Agreement, and to take or cause to be taken all acts contemplated by the Entry Submission Agreement. 

III.  EFFECTIVE DATE

The Entry Submission Agreement is effective as of the time you click the "Accept" button below, and will remain in effect until expiration of the ThinkQuest October 2004 Competition unless terminated earlier in accordance with the Entry Submission Agreement.  After the expiration of the ThinkQuest October 2004 Competition, you will need to register and agree to separate terms and conditions with respect to any future competitions offered by the Foundation. 

IV.  PEER REVIEW; SUBMISSIONS; AFFIDAVIT

As described in greater detail in the <Rules> and <Evaluation Criteria>, in order to participate in the Competition, your team(s) must participate in Peer Review.  For specific participation requirements, including grounds for disqualification from the Competition, please refer to the <Rules> and <Evaluation Criteria>. If after submission, your Entry/Entries are selected as a prospective winner by the Foundation and its designees, then coach(es) and team members will be required to agree to separate terms and conditions governing winning entries. Please click <here> if you wish to review the Winners Affidavit. 

V.  SCHOOL'S RESPONSIBILITIES

(a) Parental Permissions and Consents.  School is solely responsible for obtaining prior written parental or legal guardian consents and waivers as may be required by applicable local law regarding each team member's participation in the Competition before submitting any information to the Foundation.  In addition to the foregoing, School shall obtain any such additional consents and waivers as may be requested by the Foundation from time to time.  School is solely responsible for maintaining records of all consents and waivers and for otherwise complying with all applicable law regarding the participation by School and each team member in the Competition and shall provide the Foundation with access to such records upon the Foundation's reasonable request.

(b) Guidance and Oversight.  School is solely responsible for insuring that coach(es) provide adequate guidance, encouragement and oversight regarding its coach(es) and team members throughout the peer review process, all in accordance with the <Rules> and <Evaluation Criteria>, and shall insure that all requisite steps are followed, including the prompt completion of surveys.  School understands and agrees that the Foundation shall have no responsibility or liability for the conduct of School, its coach(es) or team members, and by registering a team for participation in the Competition, School is hereby agreeing to accept all responsibility and liability for its coach(es') and team's conduct and full compliance with the Entry Submission Agreement.

(c) Resources.  School understands and agrees that the Foundation shall have no obligation to provide resources, including without limitation, (1) software, hardware, telecommunications and other technology resources; (2) work space; (3) personnel; (4) educational materials and other content; or (5) financial assistance associated with the foregoing or in any way related to a team's participation in the Competition.  School will either provide or facilitate the provision of all required resources to its team as a condition of participation in the Competition.  The Foundation may in its sole discretion elect to host at its expense on its servers a team's Entry upon or after submission.

(d) Software Tools.  The Foundation may make available certain software tools or other materials (Program Tools) for your use during participation in the Competition. School is solely responsible for insuring that Program Tools (if any) are used in accordance with the Entry Submission Agreement and any specific terms accompanying the Program Tools.  Unless otherwise specified in writing by the Foundation or its suppliers, Program Tools may be used only for activities directly related to your peer review in the Competition. 

VI.  THE COMPETITION

For additional information concerning content guidelines, schedule and deadlines, Evaluation Criteria, and applicable rules, please refer to the <Rules> and <Evaluation Criteria>.

VII.  SUBMISSION DATA

In order to submit an Entry on behalf of your School's team in the Competition, you must complete the submission process, which will commence upon your acceptance of this Entry Submission Agreement and includes the submission of certain information about the  Authorized Person (Submission Data).  All Submission Data is treated in accordance with the <ThinkQuest Privacy Policy>.  If you wish to update your Submission Data (other than an Entry), please visit the <Manage Teams> page.

VIII.  INTELLECTUAL PROPERTY

(a) Entries.  All Competition Entries must adhere to the copyright and other content guidelines set forth in the <Rules> and <Evaluation Criteria>.  Specifically, School shall 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 School; (2) School has first obtained all requisite permissions and rights to use the Entry Content; or (3) School has otherwise ascertained that such Entry Content is in the public domain in accordance with and subject to applicable law. 

(b) Assignment to the Foundation.  Upon submission, your Entry shall become the exclusive property of the Foundation, and School shall and hereby does assign to the Foundation all of School's (including each coach's and team member's) right, title, and interest in and to any Entry Content, and concepts, know-how, techniques, ideas or materials comprising or included in School's Entry without any restrictions, liability, or accounting to you or any third party, except to the extent the Entry comprises materials or intellectual property rights owned by third parties (Third Party Materials).  To the extent the Entry includes any Third Party Materials, you hereby grant the Foundation an irrevocable, fully-paid up, perpetual, transferable, fully-sublicensable, exclusive right and license to use such Third Party Materials, solely as embodied in the Entry.  If you seek to submit an Entry that will include Third Party Materials, prior to submission, you must provide the Foundation with: (1) notice of such intention, and (2) a detailed description of the Third Party Materials, whereupon the Foundation may elect not to accept the Entry by sending a notification pursuant to Section XI(b). 

Notwithstanding any provision herein to the contrary, in the event you submit an Entry and the Foundation in its sole discretion elects: (i) not to host your Entry; or (ii) to remove your Entry from its servers, so that upon and after eighteen (18) months from the date of submission your Entry has not been displayed on the Foundation web sites, the Foundation will assign all of its right, title and interest in the Entry (including all concepts, know-how, techniques, ideas or materials comprising or included in the Entry) to the School, provided that the School has sent the Foundation a written request (via the notification provisions contained in Section XI(b)) for such assignment, and the Foundation confirms that such materials are eligible for such assignment as set forth in this paragraph.

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

(d) Foundation Proprietary Rights.  The Program Tools, Submission Content (as defined under Article X below) and other information provided to you or otherwise accessible by you during your 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 School is only permitted to use them as expressly authorized by the Foundation.  School agrees to comply with and shall insure that each coach and team member complies with any additional copyright notices or restrictions contained in or accompanying the Program Related Materials.  Except for purposes directly related to your participation in the Competition, you shall not and you shall 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 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.

Nothing contained in the Entry Submission Agreement shall be deemed to grant, either directly or by implication, estoppel or otherwise, any right or license under any intellectual property rights, including without limitation, any Foundation or Oracle trademarks or service marks (whether or not registered) other than or in addition to the licenses expressly set forth herein.

IX.  TERM AND TERMINATION

The Entry Submission Agreement may be terminated at any time for convenience by either the Foundation or School, upon thirty (30) days prior written notice in accordance with the notice provision set forth in Section XI(b) of this Entry Submission Agreement.  Subject to the survival provisions contained in Section XI(f) and survival of all relevant provisions contained in the ThinkQuest Privacy Policy, termination of this Entry Submission Agreement will have the effect of terminating all agreements that are incorporated by reference into the Entry Submission Agreement.

The Foundation in its sole discretion, may terminate and/or suspend School's participation in the Competition effective immediately upon the Foundation's notice to you, (a) if School, its coach(es) or team: (1) violate any of the terms and conditions of the Entry Submission 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 Entry Submission Agreement or an international, federal, state or local law or regulation; (3) submit an Entry that contains Objectionable material (as defined below); or (b) if the Foundation chooses to discontinue the Competition.

For purposes of the Entry Submission Agreement, the term Objectionable means, any information in any medium or format, including without limitation text, data, graphics, audio or video, content (or use of the content), or any action or behavior that: (i) is libelous or defamatory, pornographic, sexually explicit, or unlawful or that encourages any of the foregoing; (ii) a reasonable person would consider harassing, abusive, threatening, harmful, vulgar, profane, obscene, excessively violent, racially, ethnically or otherwise objectionable or offensive in any way or promotes bigotry, racism or harm against any group or individual; (iii) constitutes a breach of any person's privacy or publicity rights, a misrepresentation of facts, hate speech or an infringement or misappropriation of any third party's intellectual property rights of any kind, including without limitation, copyright, patent, trademark, industrial design, trade secret, confidentiality or moral rights; (iv) promotes software or services that deliver unsolicited email, including without limitation, bulk e-mail, surveys, contests, "junk mail," "spam," or chain letters; (v) disrupts or interferes with the security of, or otherwise abuses, the Competition or any services, system resources, accounts, servers or networks connected to or accessible through the Competition or any affiliated or linked programs or services; (vi) is subject to any restriction upon transmission under any law or under contractual or fiduciary relationships (such as information pertaining to minors where no parental consent has been obtained); or (vii) violates or encourages others to violate any applicable law.

X.  RISK ALLOCATION

(a) Other Entries; Content.  During your participation in the Competition, you may be exposed to content provided by other Competition participants (Submission Content). School acknowledges 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 do we assume any responsibility for any Objectionable material therein; and in light of the foregoing, (3) you agree that you must 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.

You agree, in connection with your participation in the Competition to release and to cause the coach(es) 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 you, your 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:  School hereby represents and warrants to the Foundation that: (1) it shall comply and shall cause the coach(es) and team members to comply in all material respects with the terms and conditions of the Entry Submission Agreement; (2) it shall not nor shall 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 School's Entry as contemplated by the Competition and the Entry Submission Agreement will not violate or infringe any copyright or other proprietary or intellectual property rights of any third party; (4) dissemination of the School's 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 School's Entry from time to time; and (5) it shall comply and shall cause its coach(es) and team members to comply with all applicable local, state, national, and international laws and regulations.

(c) Indemnification.  You hereby agree 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 your participation in the Competition.

(d) Warranty Disclaimers
THE COMPETITION AND ALL INFORMATION MADE AVAILABLE THROUGH THE COMPETITION OR ANY RELATED WEB SITE 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.  YOU UNDERSTAND AND AGREE THAT ANY INFORMATION OR PROGRAM RELATED MATERIALS DOWNLOADED, UPLOADED, INSTALLED OR OTHERWISE OBTAINED THROUGH THE USE OF THE THINKQUEST WEB SITE 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 WEB SITE, 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, 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 Foundation web site; 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 Tools, must be officially filed or officially commenced no later than one (1) year after the claim first arises.
 
XI.  GENERAL PROVISIONS

(a)  Jurisdiction and Venue.  Any claim or dispute relating to School's participation in the Competition, including use of the Program Related Materials by School, its coach(es) or team members, shall 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 shall 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 shall not apply to the Entry Submission Agreement.

(b)  Notices.  Subject to subparagraph (a) immediately above, all notices to a party shall be in writing and shall 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 shall 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 1LGN-2
Redwood Shores, CA 94065

and notice shall be deemed given upon the Foundation's receipt.  If you wish to update your contact information, please visit the <account management> page.

(c)  Severability; Entire Agreement.  In the event that any provision of the Entry Submission Agreement shall, in whole or in part, be determined by a court of competent jurisdiction, to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable, or void, and shall not affect in any way the remainder of such provision or any other provision of the Entry Submission 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 Entry Submission 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 Entry Submission Agreement shall 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 Entry Submission Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and permitted assigns.  The Entry Submission 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 Entry Submission Agreement and any such attempted assignment or delegation shall 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, shall survive termination or expiration of the Entry Submission Agreement.

(g)  Further Assurances.  Each party hereto shall 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 Entry Submission Agreement.

(h)  Language.  The parties confirm that this Entry Submission 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 et la version Anglaise.  Toutes les traductions de cette convention dans une autre langue est uniquement pour le bénéfice des parties et ne sera pas contollant 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, School is indicating its acknowledgement (1) that you have read and understands the Entry Submission Agreement; and (2) that the Entry Submission Agreement has the same force and effect vis-à-vis School as a signed agreement.

(j)  Document Conflicts.  If any term contained in this Entry Submission Agreement conflicts with the terms of the ThinkQuest Competition Registration Agreement, Rules, Evaluation Criteria or ThinkQuest Privacy Policy, the terms contained herein shall govern.