ThinkQuest Competition Registration Agreement

October 2004 Competition

You are registering for participation in the ThinkQuest October 2004 Competition described in more detail at www.thinkquest.org (Competition) which is owned and operated by The Oracle Education Foundation, a California not-for-profit corporation referred to hereinafter as the Foundation. 

When you check the box next to "I Accept the Registration Terms of ThinkQuest" below, a legally binding agreement will be created among the school (School) with which you (Coach, you, your, etc.) are affiliated, you and the Foundation.  Prior to submitting your Competition web site for judging, the person authorized to act on behalf of your School will be required to agree to additional legal terms. 

II.  OTHER APPLICABLE TERMS 

Participation in the Competition up until the time of your entry submission is subject to and contingent upon your agreement with the <Rules> and the <ThinkQuest Privacy Policy> (each of which is hereby incorporated by reference), as well as this ThinkQuest Competition Registration Agreement, with all of the foregoing constituting the legal agreement between you and the Foundation (Agreement).  In addition, as part of The Competition, you and the School's principal or equivalent School administrator (Authorized Person) will be required to agree to separate terms and conditions governing submission of your School's Competition entry for peer review and judging.  Please click here <ThinkQuest Entry Submission Agreement> if you wish to review these additional terms. 

III.  EFFECTIVE DATE 

The Agreement is effective as of the time you click the registration button below, and will remain in effect until expiration of ThinkQuest October 2004 Competition unless terminated earlier in accordance with the Agreement.  After the expiration of 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.  TEAMS, ELIGIBILITY 

As described in greater detail in the <Rules> and <Evaluation Criteria>, in order to participate in the Competition, applicants must form teams and be represented by at least one coach.  For specific eligibility requirements, including grounds for disqualification from the Competition, please refer to the <Rules> and <Evaluation Criteria>. 

V.  COACH'S RESPONSIBILITIES 

(a) Parental Permissions and Consents.  Coach 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.  (b) Guidance and Oversight.  School and Coach are solely responsible for providing adequate guidance, encouragement and oversight regarding participation in the Competition, all in accordance with the <Rules> and <Evaluation Criteria>.  (c) Software Tools.  The Foundation may make available certain software tools or other materials (Program Tools) for your use during participation in the Competition. Coach is solely responsible for insuring that Program Tools (if any) are used in accordance with the 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 participation in the Competition.  (d) Resources.  You understand and agree 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.  You and/or the School will either provide or facilitate the provision of all required resources to your team as a condition of participation in the Competition. 

VI.  THE COMPETITION 

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

VII.  REGISTRATION DATA 

In order to participate in the Competition, you must complete the registration process, which will be finalized upon your acceptance of this Agreement, and includes the submission of certain information about you, your School, additional coach(es) and your team members (Registration Data).  All Registration Data is treated in accordance with the <ThinkQuest Privacy Policy>.  To update your Registration Data, please visit the <manage teams> page. 
The Foundation will provide all registrants with a password or passwords (Passwords) in order to facilitate the uploading of information or administering accounts.  You understand and agree that Passwords may only be used in accordance with this Agreement and for the sole purpose of your team's participation in the Competition in accordance with the <Rules> and <Evaluation Criteria>.  You are responsible for maintaining the confidentiality of all Passwords issued to you and your team(s), and are fully responsible for all activities that occur under your Passwords, whether or not expressly authorized by you.  You shall notify the Foundation immediately by sending an email to thinkquest.ww@oracle.com upon becoming aware of any actual or suspected abuse or unauthorized use of the Passwords issued to you. 

VIII.   FOUNDATION PROPRIETARY RIGHTS 

The Program Tools and other information that may be 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 you are only permitted to use them as expressly authorized by the Foundation.  You hereby agree to comply with and shall insure that each  team member and the School comply 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 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 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 Agreement may be terminated at any time for convenience by either the Foundation, you or your School, upon thirty (30) days prior written notice to the other party, such notice to be provided in accordance with the notice provision in Section XI(b) of this 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 you, School, or your team members: (1) violate any of the terms and conditions of the Agreement; or (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 (b) if the Foundation chooses to discontinue the Competition. 

X.  RISK ALLOCATION 

(a) Representations & Warranties of School.  You hereby represent and warrant to the Foundation that you and the School: (1) shall comply and shall cause the team members to comply in all material respects with the terms and conditions of the Agreement; (2) shall not and shall not permit team members to damage the goodwill or reputation of the Foundation or disparage or misrepresent the Competition in any manner whatsoever; and (3) shall comply and shall cause the team members to comply with all applicable local, state, national, and international laws and regulations. 

(b) 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. 

(c) Warranty Disclaimers 
THE COMPETITION AND ALL INFORMATION MADE AVAILABLE THROUGH THE COMPETITION OR ANY 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, 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. 
(d) Liability Limitation 
AS A CONDITION OF AND IN CONSIDERATION OF YOUR PARTICIPATION IN THE COMPETITION, YOU AND THE SCHOOL HEREBY AGREE 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; or (2) inability to access or use the ThinkQuest web site.   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. 

XI.  GENERAL PROVISIONS 

(a)  Jurisdiction and Venue.  Any claim or dispute relating to your 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 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 Registration Data for notices to you, or such other address as either party may specify.  If you wish to update your information, please visit the <account management> page. 

(c)  Severability; Entire Agreement.  In the event that any provision of the 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 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 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 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 Agreement shall 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 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 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 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 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. 

(i)  Binding Agreement.  By checking the box next to 'I accept the Registration Terms of ThinkQuest' below, you hereby 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.