Competitor Agreement
Operation Blue Sky: Aboriginal Heath Initiative (the “Challenge”)
To compete in the Challenge, you must first accept these special terms. This Competitor Agreement (the “Agreement”) applies only to this particular Challenge and not to any other in which you may be a competitor. The terms applicable to any other challenge in which you may be a participant may differ from the terms of this Agreement. Please take time to read this carefully.
If you click "I agree" and proceed to register for this Challenge, this Agreement will be a valid and binding agreement between you and MNP governing your participation in the Challenge. Please print and keep a copy of this Agreement for your own records.
DEFINITIONS:
The “Competitor” is you, once you’ve provided your initial Submission, or any portion thereof.
A “Submission” comprises (a) the written and video representations of your response to the Challenge, whether in whole or in part, received by MNP from you prior to 5 pm MST, August 12th, 2015, and (b) all subsequent modifications or additions to the initial response contributed by you.
Challenge Description & Guidelines. The Challenge Description & Guidelines (the “Challenge Guidelines”) are hereby incorporated by reference and form part of this Agreement.
Submissions. You agree to provide reasonable assistance and additional information concerning your Submission to MNP (including by providing further content and specifics), if requested.
Acceptance of Submission. MNP will notify you if your Submission has been selected for a Prize according to the Challenge Schedule set forth in the Challenge Guidelines. MNP will judge all Submissions against the criteria set out in the Challenge Guidelines and determine, in its sole discretion, which Submission best addresses the Challenge Guidelines. MNP has absolute and sole discretion to determine whether to accept your Submission, or any part of it, and whether and to whom to award a prize or prizes, if any. The meeting of the Challenge Guidelines does not automatically mean that the Submission will be eligible for a prize.
Original Work. Submissions must NOT contain or include ideas, concepts, solutions, intellectual property or technology owned or controlled by a third party. Submissions and descriptions thereof may not include trade-marks or trade names of corporations or entities without the permission of their owners.
You represent and warrant that:
your entire Submission is an original work by you and you have not included third-party content (such as writing, text, graphics, artwork, logos, photographs, dialogue from plays, likeness of any third party, musical recordings, clips of videos, television programs or motion pictures) in or in connection with your Submission, unless (a) otherwise requested by MNP and/or disclosed by you in your Submission, and (b) you have either obtained the rights to use such third-party content or the content is considered in the public domain without any limitations on use;
In the event you have obtained the rights to use such third-party content or the content is considered in the public domain, you will provide to MNP evidence of same upon request;
except as disclosed in accordance with the above, no person or entity other than you has any right, title or interest in any part of your Submission;
the use by MNP of your Submission, or the exercise by MNP of any of the rights granted by you under this Agreement, does not and will not infringe or violate any rights of any third party or entity, including, without limitation patent, copyright, trademark, trade secret, defamation, privacy, publicity, false light, misappropriation, confidentiality, or any contractual or other rights; and
you have all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that you have granted to MNP hereunder, including the right for MNP to use and develop derivative works of and from the Submission.
Contractors and/or Collaborators. All persons who were engaged by you to work on the Submission or who appear in the Submission in any manner have:
given you their express written consent to submit the Submission for unlimited, royalty-free use, exhibition and other exploitation in any manner and in any and all media, whether now existing or hereafter discovered, throughout the world, in perpetuity;
provided written permission to include their name, image or pictures in or with your Submission (or if a minor who is not your child, you must have the permission of their parent or legal guardian) and you may be asked by MNP to provide permission in writing;
no claims for payment of any kind, including, without limitation, for royalties or residuals, has no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission; and
not been and are not currently under any union or guild agreement that results in any ongoing obligations resulting from the use, exhibition or other exploitation of the Submission.
Similar or Identical Works. You understand, recognize and accept that MNP has access to, may create or has created materials and ideas which may be similar or identical to the Submission in concept, theme, idea, format or other respects. You acknowledge and agree that MNP shall have the right to use such same or similar materials, and that you will not be entitled to any compensation arising from MNP's use of such materials. In the event that your Submission is identical or similar to the submission of another competitor, MNP reserves the right, at the sole discretion of MNP, to either score one submission higher than the other subject to the Challenge guidelines or to randomly choose a submission from all of those submitted which respond to the Challenge guidelines.
Ownership of the Submissions. Excluding the intellectual property rights therein which are retained by the Competitor in accordance with Section 8 below, you agree that all Submissions become MNP's property and will not be returned.
Ownership of the Works. All intellectual property rights, if any, in the idea, concept, or activities demonstrated by the Submission will remain with the Competitor. By submitting a Submission to this Challenge, you grant to MNP the irrevocable, perpetual, non-exclusive, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon the works thereof, (2) authorize others to do any or all of the foregoing.
You hereby represent and warrant that you have the full right and authority to perform your obligations and grant the rights and licenses herein granted, and that you have neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title or interest to any intellectual property right that would conflict with your obligations hereunder. You covenant and agree that you shall not enter into any such agreements.
Right of First Refusal. MNP has the exclusive right to launch and market the work(s) proposed in a Submission (the “Work”), to choose partners with whom it wants to associate, to give funding, and to have its name and image associated with the Work in Canada. MNP can waive its right to do so in writing, in which event the Competitor will be free to contact any company regarding the Work. For further clarity, MNP will not derive any economic benefits from such association; any revenues arising from the launch of the Work will remain with the Competitor.
Use of Image or Likeness. You hereby irrevocably grant to MNP, its affiliates, employees, advertising or promotional agencies and other agents the right to use your name, address, city, province, state and country of residence, photograph, voice, video or any likeness, in any and all media or formats in connection with the publicity, advertising, marketing or promotion of the Challenge, including with respect to any prize awarded in relation thereto, and you expressly waive any right to further compensation for such use.
You agree that you will not, whether on your own or in association with any other person, advertise the Challenge, your Submission, or the Work in any media or format, including but not limited to social media, without MNP’s express prior written consent. MNP has the sole right to advertise the Challenge, Submission and the Work, in any and all media or formats.
Use of the MNP Logos or Trade-marks. You will not use MNP logos or trade-marks in association with the Work or the Submission without the prior written consent of MNP.
Confidentiality and Indemnification. You agree that all communications between you and MNP in connection with the Challenge, Submission and the Work is confidential information which you will not disclose at any time to any party. This obligation of confidentiality concerning your communications with MNP does not expire. Further, you agree that until such time as the winning submission has been announced, the Submission and the content of it will be confidential information and you agree not to disclose to any third party any part of the Submission, including specific details of it or the general underlying concept. In the event of a breach of the confidentiality obligations in this Section 12, you agree to defend, indemnify and hold harmless MNP and its partners, officers, directors, employees, and agents from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized disclosure of confidential information in breach of this provision.
Changes and Cancellation. MNP has the right to make updates and/or make any changes to, or to modify the scope of the Challenge Guidelines, Challenge Schedule, and Evaluation Criteria (as defined in the Challenge Guidelines) at any time during the Challenge. Competitors are responsible for regularly reviewing the Challenge site to ensure you are meeting all rules and requirements of the Challenge. MNP has the right to cancel the Challenge at any time, without warning or explanation, and to subsequently remove the Prize completely.
GENERAL CONDITIONS. MNP has the right to verify each Competitor's eligibility and compliance with this Agreement. MNP has the right to enforce the terms and conditions hereof directly against you. Participation is conditioned on providing the data required in the online registration form. Competitors should direct any request to access, update, or correct information to MNP. MNP is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
Competitors should not register with multiple e-mail and/or street addresses. In the event of a dispute as to any Submission, the authorized account holder of the email address used to enter will be deemed to be the person who submitted the Submission. The authorized "account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address.
Competitor is responsible for any related costs to complete activities related to solving the challenge and preparing their Submission;
Competitor is responsible for obeying any local, national, and international laws in undertaking any activities related to solving the challenge;
Competitor is responsible for obtaining any insurance related to activities performed to solve the challenge;
Competitor is responsible for truthful representation of all activities undertaken to solve the challenge; MNP reserves the right, at any time, to verify such activities;
Competitor is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the challenge; MNP is not responsible for calculating results, but reserves the right, at any time, to verify such information;
Competitor is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; MNP will not accept late registrations or late Submissions;
MNP is not liable for any activities undertaken to solve the challenge; and
MNP has the right to disqualify an individual from the challenge at any time.
Conflict. In the case of any conflict between the terms of this Agreement and the Challenge Guidelines, this Agreement controls.
Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the Province of Alberta, country of Canada.
