ATTENDEE RELEASE AND WAIVER FOR VIRTUAL EVENT
This ATTENDEE RELEASE AND WAIVER (“Release”) FOR THE VIRTUAL EVENT KNOWN AS “THE ADAPT INVENT THRIVE MARKETING SUMMIT 2020” (the “Summit”) is made by you in favor of Adapt Invent Thrive (“Company”); as a condition to your participation in the live streaming of the Summit airing on May 27, 2020 (“Event”); and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.
1. Activities and Acknowledgment
You hereby consent to Company, its designees, and/or its licensees photographing, filming, taping, recording, and/or interviewing you during or in connection with the Event (collectively, “Activities”). You hereby consent to Company, its designees, and/or its licensees to using all materials posted, shared, created, or otherwise provided by you during or in connection with the Event, including, without limitation, any pictures, videos, posts, comments, or likes on any social media or online platform (collectively, “Materials”). Your Materials must (i) be original and created solely by you, (ii) comply with the rules of the applicable social media platforms, (iii) comply with all applicable laws, rules, and regulations, and (iv) not include (a) the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans, or (b) any person, or personally identifiable information about anyone, other than you, without consent. You acknowledge and agree that Company is the exclusive owner of all rights, titles, and interests in and to all of your contributions to the resulting products of the Activities (e.g., audio/video recordings), the Materials, and all elements and derivatives thereof (including, without limitation, all copyrights) (collectively, “Works”) on a “work made for hire” basis; but if any part of the Works is not a “work made for hire”, then you hereby covey, assign, and otherwise fully transfer to Company any and all of your respective past, present, and future rights, titles, interests, and privileges throughout the universe in and to that part of the contributions to the Works. If any moral rights or termination rights cannot be assigned or otherwise transferred under applicable law, then you hereby waive all rights to enforce the same in connection with the Works; and further consent to all actions of Company and Company’s successors, assigns, transferees, and licensees which would otherwise violate such rights.
2. Grant of Rights
You hereby grant Company the non-exclusive, irrevocable, unencumbered, transferable, sub-licensable, royalty-free, fully-paid, perpetual, and worldwide right, but not the obligation, to use all or any part of your name, likeness, image, voice, statements, and performances, whether in original or modified form, in connection with all or any part of the Works in any and all languages, for any and all commercial and non-commercial purposes, and in any and all manners, mediums, and forms.
3. Termination; Survival
The Event may be cancelled by Company for any reason at any time and without liability. If the Event is cancelled for any reason or this Release terminated for any reason, then the following shall survive in perpetuity: (a) all defined terms under this Release and (b) the terms and conditions of sections 1, 2, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of this Release.
4. No Further Compensation
You are not entitled to any further compensation, payments, or benefits (royalties, residuals, credits, accountings, audit rights, reimbursements, or otherwise) from or in connection with the Activities, any resulting products of the Activities, or any of the Works, except as expressly provided for under this Release.
5. General Release
IN EXCHANGE FOR THE CONSIDERATION PROVIDED IN THIS RELEASE, YOU IRREVOCABLY AND UNCONDITIONALLY RELEASE AND HOLD HARMLESS COMPANY, COMPANY’S PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AGENTS, EMPLOYEES, PREDECESSORS, SUCCESSORS, ASSIGNS, TRANSFEREES, AND LICENSEES (COLLECTIVELY, “RELEASED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTIONS, JUDGMENTS, RIGHTS, FEES, DAMAGES, DEBTS, OBLIGATIONS, LIABILITIES, AND EXPENSES OF ANY KIND WHATSOEVER, WHETHER KNOWN OR UNKNOWN, THAT YOU HAVE OR MAY HAVE AGAINST ALL OR ANY OF THE RELEASED PARTIES ARISING OUT OF, OR IN ANY WAY CONNECTED OR RELATED TO THIS RELEASE OR THE SUBJECT MATTER COVERED BY THIS RELEASE.
It is hoped that should there be a dispute, we will be able to work it out amicably through email correspondence and telephone conference calls. However, should we be unable to seek resolution within a reasonable time as determined in our sole discretion, you agree now that the only method of legal dispute resolution that will be used is binding arbitration before a single arbitrator who practices in the province of Ontario, selected jointly by us. Before seeking arbitration, you must contact us in writing, and include all of your reasons for dissatisfaction with our services. You understand and agree now that the only remedy that can be awarded to you through arbitration is full refund of any payment made to date. No other actions or financial awards of consequential damages, punitive or aggravated damages, or any other type of damages, may be granted to you. We both agree now that the decision of the arbitrator is final and binding and may be entered as a judgment in any court of competent jurisdiction in Ontario. In the event of a dispute between us, you agree to not engage in any conduct or communications, whether in public or in private including but not limited to on social media, either directly or indirectly, designed to disparage us, our company, or our website. Where requested by law or arbitration, of course, you are not prohibited from sharing your thoughts and opinions as part of the legal process.
7. Litigation. In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority or otherwise according to this Release or applicable law), you hereby irrevocably submit to the exclusive jurisdiction and venue of the Superior Court of Ontario for the litigation of any and all disputes, controversies, and claims arising from or concerning this Release, and agree that it is not an inconvenient venue or forum.
8. Limitation of Liability
IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS RELEASE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL COST OF YOUR TICKET FOR THE EVENT.
9. Successors and Assigns
Company may assign its rights or delegate its obligations, in whole or in part, without your consent or prior written notice to you, to (a) one or more of its subsidiaries/affiliates, or (b) an entity that acquires all or substantially all of the business or assets of Company to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. For purposes of this provision, “affiliate” means an entity which is subject to common control of Company. You may not assign your rights or delegate your obligations, in whole or in part, to this Agreement without the prior written consent of Company. Any purported assignment by you in violation of this section 10 shall be null and void.
10. Governing Law
This Release is governed by the laws of the Province of Ontario and the applicable federal laws of Canada, regardless of its place of execution, its place of performance, and any conflicts of law analysis.
11. Force Majeure
Company will not be liable or deemed in default for any delay, failure or interruption in performance under this Release resulting directly or indirectly, beyond its reasonable control, from any acts of God, civil or military authority, acts of the public enemy, war, acts of terrorism, riots, civil disturbances, labor strikes, insurrections, accidents, fires, explosions, earthquakes, floods, the elements, any government order or law, disease, epidemics, pandemics, or any other “force majeure” event. For the avoidance of doubt, the occurrence of such events shall not excuse you from completing payment of your ticket to the Event.
You represent and warrant that you have read, understand, and voluntarily enter into this Release; and that there is no obligation, disability, agreement, or adverse claim that restricts any rights, titles, or interests granted or conveyed by you herein. If a court or arbitrator, as applicable, with binding authority invalidates any term or condition of this Release, then the remainder will not be affected, and that court or arbitrator, as applicable, will reform the invalidated term or condition to the maximum extent possible consistent with the intent of this Release and applicable law. This Release sets forth the entire agreement and understanding between you and Company relative to the subject matter hereof; and shall inure to the benefit of and be binding on you, Company, and each’s respective successors, assignees, and transferees.
THESE RULES ARE THE STANDARD TERMS AND CONDITIONS APPLICABLE TO THE CONTESTS AND GIVEAWAYS (EACH A “CONTEST” AND COLLECTIVELY THE “CONTESTS) ADMINISTERED BY “THE ADAPT INVENT THRIVE MARKETING SUMMIT 2020” (THE “SUMMIT”). THE CONTESTS ARE INTENDED TO BE CONDUCTED IN THE PROVINCE OF ONTARIO ONLY AND SHALL BE CONSTRUED AND EVALUATED ACCORDING TO APPLICABLE CANADIAN LAW. NO PURCHASE IS NECESSARY. VOID IN WHOLE OR IN PART WHERE PROHIBITED BY LAW. ENTRY IN THE CONTESTS CONSTITUTES ACCEPTANCE OF THESE CONTEST RULES (THE “CONTEST RULES”).
- To be eligible to enter a Contest, an individual must:
- be a legal resident of, and the age of majority in, the province of Ontario and
- if applicable, be the sole owner of all right, title and interest (including copyright) in and to the Work (as defined below) submitted in connection with the Contest.
Employees and contractors of Geek Unicorn Inc., Henry Business Law Professional Corporation, Adapt Invent Thrive, their parent, affiliates, subsidiaries, related companies, successors and assigns, related advertising and promotional agencies and Contest prize providers (all such entities being individually and collectively referred to hereafter as the “Sponsors”), and/or a household member of any of the above are not eligible to enter or participate in the Contests unless otherwise specified by the Sponsors.
The Sponsors shall have the right at any time to require proof of identity and/or eligibility to participate in the Contests. Failure to provide such proof may result in disqualification. All personal and other information requested by and supplied to the Sponsors for the purpose of the Contests must be truthful, complete, accurate and in no way misleading. The Sponsors reserve the right, in their sole discretion, to disqualify any entrant should such an entrant at any stage supply untruthful, incomplete, inaccurate or misleading personal details and/or information.
- CONTEST PERIODS. Each Contest entry period (each a “Contest Period”) shall start and end as announced on the Summit’s website (the “Contest Website”) after which time the Contest will be closed and no other entries shall be accepted.
- HOW TO ENTER.
- There is no purchase necessary to enter a Contest. All ticket holders for the Summit are eligible to win a Contest.
- All entries, including, if applicable, any story and/or photograph submitted in connection with the Contest entry (the “Work”), become the sole property of the Sponsors and will not be returned for any reason. Entries must be received prior to the indicated Contest Period entry deadline. No communication or correspondence will be exchanged with entrants except with those selected as a potential Contest winner.
- If Work has been submitted by an entrant in connection with the Contest, each entrant agrees that the Sponsors may post the Work on Sponsor owned or controlled websites, viewing galleries and/or social media platforms. Each entrant further represents and warrants that: (i) the Work does not contain any material that is libelous, defamatory, profane or obscene; (ii) the Work is original and all right, title, and interest (including copyright) therein and thereto is owned and/or controlled by the entrant to the full extent necessary to enable the Sponsors to use the Work as contemplated by these Contest Rules; and (iii) the Work does not infringe upon the intellectual property or other statutory or common law rights of any third party.
- Each Contest prize shall have an approximate retail value between one Canadian dollar (CDN $1.00) and one thousand Canadian dollars (CDN $1,000.00) and shall be announced and described on the Contest Website at the beginning of each Contest Period. Winners shall not be entitled to receive the difference between the actual prize value and the approximate prize value.
- Winners will be contacted by the Sponsors with instructions on how to claim the prize.
- Prizes must be accepted as awarded and cannot be transferred, assigned, substituted or redeemed for cash, except at the sole discretion of the Sponsors. Any unused portion of a prize will be forfeited and have no cash value. The Sponsors reserve the right, in their sole discretion, to substitute a prize of equal or greater value if a prize (or any portion thereof) cannot be awarded for any reason.
- The Sponsors shall not assume any liability for lost, damaged or misdirected prizes.
- In the case of concert or event tickets, if an artist or any of his/her band members are unable to attend the applicable concert or event or a concert or event is cancelled for any reason whatsoever, the prize and any prize portions shall be deemed fulfilled and such prize or prize portions will not be substituted, except in the sole discretion of the Sponsors.
- In the case of gift cards or gift certificates, the terms by which the gift cards or gift certificates may be redeemed are governed by the applicable retailer or service provider. The Sponsors are not responsible for administering or ensuring compliance with the terms and conditions of the gift cards or gift certificates.
- PRIZE CONDITIONS.
- All incidental costs and expenses not specifically referred to herein as part of the prize description (the “Expenses”) are the sole responsibility of the prize winner and/or guest(s), where applicable. All prize elements are subject to availability and substitution. The winner shall not seek reimbursement for the Expenses from the Sponsors.
- WINNER SELECTION.
- Following the end of the applicable Contest Period, an authorized agent of the Sponsors will select one (1) entrant (or more, if applicable, based on the number of prizes available to be won) by a random draw from all eligible entries received during the Contest Period, unless otherwise indicated. Each entrant shall be eligible to win only one (1) prize. The odds of being selected as a potential winner are dependent upon the number of eligible entries received for the Contest.
- Before being declared a winner, the selected entrant(s) shall be required to correctly answer, without assistance of any kind, a time-limited mathematical skill-testing question to comply with these Contest Rules and may be required to sign and return the Release (described below).
- If the selected entrant does not respond within three (3) business days of notification, he/she will be disqualified and will not receive a prize and another entrant may be selected (as determined by the Sponsors in their sole discretion) until such time as an entrant satisfies the terms set out herein. The Sponsors are not responsible for the failure for any reason whatsoever of a selected entrant to receive notification or for the Sponsors to receive a selected entrant’s response.
- If, as a result of an error relating to the entry process, drawing or any other aspect of a Contest, there are more selected entrants than contemplated in these Contest Rules, there will be a random draw amongst all eligible prize claimants to award the correct number of prizes.
- Winners (and if applicable, any guest of the winner) may be required to execute a legal agreement and release (“Release”) that confirms his or her: (i) eligibility for the Contest and compliance with these Contest Rules; (ii) acceptance of the prize as offered; (iii) release of the Sponsors and each of their respective parent companies, subsidiaries, affiliates and/or related companies and each of their employees, directors, officers, suppliers, agents, administrators, licensees, representatives, advertising, media buying and promotional agencies (collectively, the “Releasees”) from any and all liability for any loss, harm, damages, cost or expense arising out of participation in the Contest, participation in any Contest-related activity or the acceptance, use, or misuse of any prize, including but not limited to costs, injuries, losses related to personal injuries, death, damage to, loss or destruction of property, rights of publicity or privacy, defamation, or portrayal in a false light, or from any and all claims of third parties arising therefrom; and (iv) grant to the Sponsors of the unrestricted right to produce, reproduce, convert, publish, broadcast, communicate by telecommunication, exhibit, distribute, translate, adapt, and otherwise use or re-use the submitted Work, his or her name, image, likeness, comments, voice and/or biography in any and all media now known or hereafter devised in connection with publicity related to the Contest. The executed Release(s) must be returned within two (2) business days of the date indicated on the accompanying letter of notification or verification as a winner, or the selected individual(s) will be disqualified and any rights he or she may have to the prize will be forfeited.
- INDEMNIFICATION BY ENTRANT. By entering a Contest, each entrant releases and holds the Releasees harmless from any and all liability for any injuries, loss or damage of any kind to the entrants or any other person, including personal injury, death, or property damage, resulting in whole or in part, directly or indirectly, from acceptance, possession, use or misuse of any prize, participation in the Contest, any breach of the Contest Rules, or in any prize-related activity. Each entrant agrees to fully indemnify Releasees from any and all claims by third parties relating to the Contest, without limitation.
- RIGHTS CLEARANCE. By providing the Work to the Sponsors in connection with the Contest (if applicable), each entrant shall retain all right, title and interest (including copyright) in and to the Work, and shall grant to the Sponsors a worldwide, gratuitous, irrevocable, and exclusive licence to copy, use, modify, reproduce, display, adapt and transmit the Work for use in all media now known or hereafter devised in perpetuity beginning on the date of entry, including, but not limited to, in connection with the administration, promotion and exploitation of the Contest. The entrant hereby confirms that the Work is an original work, solely created by the entrant, and that no third party participated as an author, co-author, photographer or otherwise in the creation of the Work or any part thereof. The Sponsors assume no responsibility for any claims of infringement of rights to copyright, privacy and/or personality, and all such liability shall remain with the entrant. In addition, each entrant represents to Sponsors that the Work does not infringe any copyright interest of any third party and that the Work is not defamatory or obscene and does not violate any laws relating to hate speech or otherwise. Sponsors reserve the right to exclude any Work on the basis of concerns relating to the rights of third parties, including but not limited to privacy, copyright, defamation, rights of personality, obscenity or hate speech, as determined by Sponsors in their sole discretion.
- LIMITATION OF LIABILITY. The Sponsors assume no responsibility or liability for lost, late, unintelligible/illegible, falsified, damaged, misdirected or incomplete entries, notifications, responses, replies or any Release, or for any computer, online, software, telephone, hardware or technical malfunctions that may occur, including but not limited to malfunctions that may affect the transmission or non-transmission of an entry. The Sponsors are not responsible for any incorrect or inaccurate information, whether caused by website users or by any of the equipment or programming associated with or utilized in the Contest or by any technical or human error which may occur in the administration of the Contest. The Sponsors assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries. The Sponsors are not responsible for any problems, failures or technical malfunction of any telephone network or lines, computer online systems, servers, providers, computer equipment, software, e-mail, players, or browsers, on account of technical problems or traffic congestion on the Internet, at any website, or on account of any combination of the foregoing or otherwise. The Sponsors are not responsible for any injury or damage to any entrant or to any computer related to or resulting from participating or downloading materials related to the Contest. Entrant assumes liability for injuries caused or claimed to be caused by participating in the Contest, or by the acceptance, possession, use of, or failure to receive any prize. The Sponsors assume no responsibility or liability in the event that the Contest cannot be conducted as planned for any reason, including those reasons beyond the control of the Sponsors, such as infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or corruption of the administration, security, fairness, integrity or proper conduct of the Contest and/or the Contest Website.
- By participating in a Contest, each entrant agrees to be bound by the Contest Rules. Entrants further agree to be bound by the decisions of the Sponsors, which shall be final and binding in all respects. The Sponsors reserve the right, in their sole discretion, to disqualify any entrant found to be: (a) violating the Contest Rules; (b) tampering or attempting to tamper with the entry process or the operation of the Contest, the Contest Website, or any related promotional website; (c) violating the terms of service, conditions of use and/or general rules or guidelines of any the Sponsor’s property or service; and/or (d) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE THE CONTEST WEBSITE OR ANY RELATED WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSORS RESERVE THE RIGHT TO SEEK REMEDIES AND DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO CRIMINAL PROSECUTION. If applicable, winners (and guests, if applicable) must at all times behave appropriately when taking part in the prize and observe the Contest Rules and any other rules or regulations in force at any prize-related locations. The Sponsors reserve the right to remove from any prize-related locations, any winner and/or guest who breaks such rules and/or fails to behave appropriately and to disqualify such winner and/or guest.
- PRIVACY / USE OF PERSONAL INFORMATION.
- By participating in the Contest, each entrant: (i) grants to the Sponsors the right to use his/her personal information provided when he/she enters the Contest and the Work (if applicable) (collectively the “Personal Information”) for the purpose of administering the Contest, including but not limited to contacting and announcing the winners and coordinating the provision of the Contest prize; (ii) grants to the Sponsors the right to use his/her Personal Information for publicity and promotional purposes relating to the Contest in any and all media without further compensation unless prohibited by law; and (iii) acknowledges that the Sponsors may disclose his/her Personal Information to third-party agents and service providers of the Sponsors in connection with any of the activities listed in (i) and/or (ii) above.
- INTELLECTUAL PROPERTY. All intellectual property, including but not limited to trade-marks, trade names, logos, designs, promotional materials, web pages, source code, drawings, illustrations, slogans and representations are owned by the Sponsors and/or their affiliates. All rights are reserved. Unauthorized copying or use of any copyrighted material or intellectual property without the express written consent of its owner is strictly prohibited.
- TERMINATION The Sponsors reserve the right, in their sole discretion, to terminate any Contest, in whole or in part, and/or modify, amend or suspend a Contest, and/or the Contest Rules in any way, at any time, for any reason without prior notice.
- GOVERNING LAW These are the official Contest Rules. The Contests are subject to applicable federal, provincial and municipal laws and regulations. The Contest Rules are subject to change without notice in order to comply with any applicable federal, provincial and municipal laws or the policy of any other entity having jurisdiction over the Sponsors and/or the Contests. All issues and questions concerning the construction, validity, interpretation and enforceability of the Contest Rules or the rights and obligations as between the entrant and the Sponsors in connection with the Contests shall be governed by and construed in accordance with the laws of the province of Ontario including procedural provisions without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other jurisdiction’s laws.
- LANGUAGE DISCREPANCY. In the event of any discrepancy or inconsistency between the terms and conditions of the Contest Rules and disclosures or other statements contained in any Contest-related materials, including but not limited to the Contest entry form, or point of sale, television, print or online advertising, the terms and conditions of the Contest Rules shall prevail, govern and control.
SOCIAL MEDIA. This Contest is in no way sponsored, endorsed or administered by any social media platforms on which the Contest may have been promoted and/or publicized, including but not limited to Facebook and/or Twitter. Any personal information provided in connection with the Contest is being provided to the Sponsors and not to Facebook and/or Twitter. Any questions or comments regarding a Contest must be directed to the Sponsors and not to any of the social media platforms on which the Contest may have been advertised or administered.