CELGENE AND LYFEBULB Present
Addressing Unmet Needs in MS: An Innovation Challenge
NO PURCHASE NECESSARY TO ENTER OR WIN. Internet access is required to enter.
ARBITRATION NOTICE: BY ENTERING, YOU AGREE THAT DISPUTES BETWEEN YOU AND ANY PROMOTION ENTITY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION HELD IN THE U.S. AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. See Disputes/Arbitration provision.
OVERVIEW: This “Addressing Unmet Needs in MS: An Innovation Challenge” (the “Challenge”) is a skill-based contest sponsored by Celgene Corporation (“Celgene”) in which eligible patient entrepreneurs are challenged to develop innovative ideas, concepts and solutions for better care and management of multiple sclerosis (“MS”), so that ultimately these innovations can be marketed to help improve the lives of those living with MS.
To enter, Participants will be required, among other things, to respond to and submit a multi-part Challenge Application (“Application”) articulating how their company’s innovative product or service will improve the life of people with MS (the “Entry”). The entries will be judged by Lyfebulb and Celgene pursuant to the criteria established herein to select up to ten (10) finalists (the “Finalists”). Finalists will travel to present in-person to a panel of judges at the Addressing Unmet Needs in MS: An Innovation Challenge event anticipated to be held in Summit, NJ in June, 2019 (the “Live-Pitch”). From the presenting Finalists, a First Prize Winner will be selected based on the Live-Pitch judging criteria stated herein (“Winner”). Winner must be a U.S. company eligible to receive prize monies and must affirmatively agree to use such Challenge prize monies in furtherance of developing and/or marketing their solution for better MS management and care.
SPONSOR: The Challenge is sponsored by Celgene, with its principal place of business at 86 Morris Avenue, Summit, New Jersey 07901 (“Sponsor”). The administrator of the Challenge is Lyfebulb, with its principal place of business at 654 Madison Ave, 15th Floor, New York, NY 10065 (“Administrator”).
WHO IS ELIGIBLE TO ENTER: To be eligible, participants in this Challenge must be: (i) a legally- established U.S. limited liability company or other U.S business entity that is capable of accepting and implementing the Challenge prize in furtherance of MS (“Company”), (ii) which business focuses on or is involved with the prevention, management, awareness, supportive care, or similarly advances the care of those living with MS, and (iii) whose owner, founder, principal, CEO, or other managing officer/director is living with MS, or has a close relative or loved one with MS, or who has experience working in the field of MS.
The Challenge is offered only in the fifty United States and only to Companies headquartered in the United States that meet the specified eligibility criteria herein, that agree to be bound to these Rules, and are under no conflicting employment, contractual or legal restriction to enter (referred to herein as “Participant(s)” and including its entering authorized representative). The authorized representative entering on behalf of their Company affirmatively represents that they are a legal resident of and physically residing in the U.S., are 18 years of age or older, and have full consent and authority by and on behalf of their Company to fully participate in the Challenge as provided herein. Void where prohibited.
WHO IS NOT ELIGIBLE TO ENTER: Employees, officers, directors and entities invested in: (i) Celgene and Lyfebulb, including their respective parent, subsidiaries, affiliates and divisions, (ii) dna and any advertising and promotion agencies, prize suppliers, and those individuals and entities involved in the preparation of materials for, administration and/or execution of the Challenge, including the individuals selected by the Sponsor to judge entries (“Judges”) (all collectively referred to as the “Promotion Entities”), (iii) the immediate family members (defined as parents, grandparents, children, siblings and spouse/partners, including step and foster relations) regardless of where they reside, and/or individuals living in the same household (whether or not related) of any of the Promotion Entities, (iv) pharmaceutical or drug companies, (v) a hospital, medical center, clinic or location where there are practicing medical providers (including individual practicing medical providers), and (vi) government agencies or Government Owned Entities, are not eligible to enter the Challenge or win a prize.
BINDING AGREEMENT: By entering, participants agree to be bound by these Official Rules and all Challenge-related instructions, communications and information from the Sponsor in any and all media/medium (including authorized representatives), the Releases (as defined herein) and any additional documents required for prize award (collectively the “Rules”), and the decisions of the Sponsor (including its authorized representatives) and Judges which are final and binding in all respects. In order to participate, each Participant must, prior to submitting their entry, check a box on the Application indicating that the Participant has read and agrees, on behalf of their Company, to be bound to these Rules. Once the entry is submitted, the Rules form a binding legal agreement between each Participant and Sponsor with respect to this Challenge and all elements thereof, and any and all successors, assignees, subrogors, heirs, next of kin, legal and personal representatives, and anyone who obtains any rights by, from or through Participant.
PRE-REQUISITES FOR FINALIST/WINNER CONFIRMATION: Before being confirmed, potential Finalists must read, agree to be bound to, and execute: an Affidavit of Eligibility, Liability and Publicity Release, and any additional required releases and documents, which may include a non-disclosure agreement (all of which are referred to herein as the “Release Documents”). Finalists must contractually agree to the appearance and presentation at the Live-Pitch by their authorized representative who submitted the winning Finalist entry. Participants agree that these Release Documents must be executed by an authorized executive officer of the Finalist with signing authority. The Release Documents will apply to any and all Finalists, each Finalist’s entry, further participation in the Challenge, and prize-award as applicable. In addition, the Finalist who travels to participate in the Live-Pitch must be the authorized representative who submitted the entry on behalf of the Participant. Sponsor reserves the right, at its sole and absolute discretion, to allow alternative Live-Pitch arrangements due to any Finalists’ medical condition or extenuating circumstance. Failure to timely and properly execute any referenced Release Documents in whole or in part and/or non-compliance with any terms, conditions or other requirements of any such Release Document will disqualify Participant at any phase of this Challenge and void the entry and/or prize award (if applicable).
Prize award will be provided to the Company as a business entity. The same submission cannot be entered into this Challenge more than one time or by more than one Participant, nor may a Participant submit more than one entry; in such event, only the first entry submitted will be considered and all other entries will be disqualified. Promotion Entities disclaim all responsibility and liability relating to all of the above; by entering Participants agree to release, indemnify, defend and hold them harmless in all respects relating thereto.
IMPORTANT NOTICE: Participants have the responsibility to review and understand their employer’s policies, laws, rules and/or regulations, tax implications, and any other limitations (collectively “policies and laws”) regarding eligibility to participate in promotions and/or receive prizes in connection therewith. Furthermore, if a Participant enters without obtaining the appropriate approvals, or if an individual is participating in violation of any such policies and laws, Sponsor may, in its sole discretion, disqualify the Participant and forfeit their prize, if applicable. Promotion Entities disclaim all responsibility and liability relating to the above; by entering Participants agree to release, indemnify, defend and hold them harmless in all respects thereto.
PROMOTION AND JUDGING PERIODS: The Challenge begins on or about February 5, 2019 (“Promotion Period”). Entries will be accepted beginning on or about February 5, 2019 (“Entry Period”). It is anticipated that Finalists will be announced sometime in April or May 2019, and Winner announced sometime in June 2019. Deadlines may be shortened or extended as deemed necessary by Sponsor. Sponsor reserves the absolute right to modify, cancel or terminate the Challenge and any element thereof due to exigencies of the circumstances without liability. All times are Eastern Time. The Website’s server shall be the official time keeping device for the Challenge, unless otherwise stated. PARTICIPANTS ARE RESPONSIBLE FOR DETERMINING THE CORRESPONDING TIME ZONE IN THEIR RESPECTIVE JURISDICTIONS.
HOW TO ENTER: Eligible Participants may access the Challenge documents at www.lyfebulb.com (“Website” or “site”) during the Entry Period, provide all contact and other information required in order to access the PDF Challenge Application, provide complete, accurate, good-faith responses to the “Challenge Application” in compliance with these Rules and the stated terms and conditions on the Website, agree to be bound to the Rules and submit the Application as provided within the Entry Period (“entry” or “Application”). The idea that is the subject of the entry must contain a business case/plan and/or have credible, verifiable medical or scientific rationale behind it. However, the entry idea/concept method must not be based on pharmaceuticals or drugs, but may be based on, for example, digital healthcare applications, devices, products, or services. For purposes of the Challenge and pursuant to these Rules, unless otherwise specified, the entry includes the Application, plus any and all additional responses, materials and information submitted by an eligible Participant in any and all formats/media/medium at any stage in the Challenge, which collectively constitute the “entry”. Limit one (1) entry per Participant/Company.
ENTRY CONDITIONS: In order to be eligible for this Challenge, the submitted entry, in whole and in part (and Participant) must comply with all terms stated in these Rules and on the Website. Further, by entering this Challenge, Participants hereby represent, warrant and covenant (as applicable), and agree to produce written evidence of such if requested, that:
(i) The entry and any and all information therein, in whole and in part, does not violate or infringe upon any laws, rules or regulations (“laws”), nor violate or infringe upon any proprietary or intellectual property rights, including copyrights, trademarks, patents, trade secrets, industrial property rights, privacy, personal or moral rights, or any other rights whatsoever of any person and/or entity (“rights”);
(ii) The entry, in whole and in part, is submitted to the Challenge by or with the express permission of all persons (living or deceased), venues and/or entities who worked on, were engaged to work on, or contributed in any respect to the entry or any part thereof, who are depicted (directly or indirectly) in the entry by name, likeness, voice, image or any other information or indicia of persona, or who otherwise have any right, title and interest in and to the entry or any part thereof (including but not limited to rights arising from a work for hire relationship), and all such persons, venues, and/or entities have provided their written consent to submission of the entry and its use pursuant to the Rules;
(iii) The entry is the original creation of the Participant and/or Participant has all title, rights, licenses, permissions and consents from all necessary persons/entities to and in connection with the entry and all content thereof, and the right to submit it into this Challenge and to grant all of the rights granted to the Promotion Entities in these Rules (and in any written Release Documents and/or agreements signed by Participant), and the exercise thereof by the Promotion Entities and/or the use by them of the rights granted by Participant, in whole or in part, does not and will not give rise to any alleged or actual claims, disputes, actions, damages, losses, or liabilities, including but not limited to those for violations of privacy, disputes or payment of any kind, including without limitation infringement of intellectual property rights, royalties, residuals, attribution, credit, dues, approval or consultation rights, or any rights of participation, attribution, or any other fees, costs, or expenses, arising out of the submission, use, exhibition and/or any other use or exploitation of the entry, in whole and in part, the use thereof by Sponsor and Promotion Entities of any of the rights granted in these Official Rules;
(iv) The entry, in whole or in part, contains no pornographic, sexually explicit (including nudity), defamatory, offensive, violent, harmful, discriminatory, cruel, abusive, highly political, religious or sensitive or illegal content, and/or technology or other content that is prohibited from export, content of an obscene or menacing character, and does not otherwise offend against reasonable standards of taste and decency (as solely determined by Sponsor in its absolute discretion); and
(v) Without limitation, any information, materials, content and data included in the entry (“entry data”) and the collection, storage, usage, disclosure, transmission, and/or sharing in any respect of such entry data at any time (including, but not limited to, prior to or in connection with this Challenge and any element thereof) is with the legal permission of all persons and/or entities whose information of whatever kind or nature contributed or became part of the entry data, that it was collected in compliance with all applicable laws or rights, including HIPAA, and such entry data is de-identified so as not to disclose the personal health information of an individual personally identifiable by such entry data.
By submitting an entry, without limiting any other provision herein, Participants agree the Promotion Entities are not responsible for, and shall be indemnified, defended, released and held harmless for/from any threatened or actual claims, actions, disputes, damages, losses or liabilities between a Participant and any other Participant and/or third party or entity (who may be unaffiliated with this Challenge) relating to the entry, in whole or in part. Proof that an entry is submitted or uploaded, or otherwise created is not proof or evidence that the entry was received or is eligible for the Challenge.
Once submitted an entry may not be cancelled or deleted and will not be returned. The entry as a whole will be considered and judged, but may be posted, viewed and used by the Promotion Entities in whole or in part, as provided herein and by others interested in, involved with, or administering the Challenge. Participants assume all risk of ineligible, non-compliant, damaged, lost, late, incomplete, invalid, incorrect, incompatible, non-functioning, untimely, or misdirected entries, in whole or in part. SPONSOR MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN CONNECTION WITH (I) THE CHALLENGE AND ANY ELEMENT THEREOF, (II) THE PRIZE IN WHOLE OR IN PART (III) ITS ABILITY TO IN ANY WAY ENABLE, DEVELOP, MARKET OR PROMOTE THE PARTICIPANT OR THE ENTRY, OR (IV) ITS ABILITY TO IN ANY WAY ENABLE, IMPROVE, DEVELOP, MARKET OR PROMOTE THE ENTRY, PARTICIPANT, OR THE PRODUCT(S), IDEAS OR SOLUTIONS MENTIONED, EMBODIED OR SET FORTH IN THE ENTRY, IN WHOLE OR IN PART.
Without limitation, Sponsor reserves the right to immediately disqualify and/or remove at any time (before, during or after the Challenge) any entry and/or Participant for any reason in its absolute discretion. Without limiting the foregoing, if at any time a Participant and/or Winner is found to have breached, violated or failed to comply with these Rules or the Release Documents (or any subsequent Agreement), in whole or in part, at any time, or is or found at any time to have been ineligible, they will be immediately disqualified and agree to immediately return in full any and all prizes to Sponsor (if applicable).
Participants understand, recognize and accept that, without fault of the Promotion Entities, other persons may have provided one or more of the Promotion Entities, or others, or made public, or may in the future submit, or make public, materials that are the same or similar to Participant’s entry. Further, Participants have independent access to, may create or have created technologies, methods, materials and ideas which may be similar or identical in whole or in part to another entry in concept, theme, idea, format or other respects. In the event that an entry is identical or similar to the entry of another Participant, the Sponsor and Judges reserve the right to score one entry higher than the other, subject to the judging criteria set forth herein, in the discretion of Sponsor and Judges. Entries may not be acknowledged and, unless otherwise stated, will not be received or held “in confidence” or “in trust”. By submitting an entry it does not create a confidential relationship or obligation of secrecy between Participant and any of the Promotion Entities. Information submitted in the Application will not be considered confidential information or treated as such. Participants will not now or in the future be entitled to any approval, rights of compensation, or any other payment; unless adjudged and verified a Winner pursuant to these Rules, and in such event, only to the extent of the prize award. Further, Participants and Winner acknowledge and agree that by submitting an entry and/or receiving a prize in the Challenge does NOT give rise to or in any way create, either express or implied, any employer/employee, joint or co-venture, principle/agent, or any other employment, fiduciary, or other relationship, between them and any one or more of the Sponsor or other Promotion Entities, or any other person or entity. Participants and Winner further acknowledge and agree that by submitting an entry and/or receiving a prize in the Challenge does NOT give rise to or in any way create, either express or implied, any obligations by Sponsor to Participants or Winner except as expressly detailed herein. The Promotion Entities disclaim all responsibility and liability relating to all of the above; by entering Participants agree to release, indemnify, defend and hold them harmless in all respects thereto.
JUDGING CRITERIA/FINALIST & WINNER SELECTION: Eligible entries will be judged by a panel of subject matter experts selected by the Lyfebulb and the Sponsor (“Judges”) using the following Judging Criteria:
- What is the strategic basis for the identified problem/gap (e.g., research conducted)?
- How is the problem/gap being specifically addressed?
- Does the innovation have the potential to improve the lives of people affected by multiple sclerosis?
- What level of impact will the innovation make?
- How will the impact on patient needs be measured?
- How is the project or service unique to the market?
- Feasibility of development and implementation into the marketplace (e.g., funding, regulations, requirements for testing)
Scores will not be made public at any time.
Finalist Selection: Assuming sufficient eligible entries are received, it is anticipated that up to ten (10) potential Finalists will be selected from all eligible entries based on their highest combined score in accordance with the above Judging Criteria. Sponsor may, but without obligation, select more than the stated number of Finalists if such additional Finalists are found to be of exceptional quality in Sponsor’s absolute discretion. Sponsor reserves the right to select fewer than the stated number of Semi-Finalists or Finalists due to insufficient eligible and qualified entries/Participants. By way of example only, Sponsor reserves the absolute right in its discretion to disqualify as ineligible entries that do not provide (in Sponsor’s absolute determination) a credible, feasible or innovative product or solution for those living with MS, appear not to have been submitted in good faith, or are otherwise lacking or non-compliant, or for any other reason.
In the case of a tie, a judging chairperson shall be assigned, and that individual will be the sole decision-maker for breaking a tie.
Winner Selection: Once confirmed and verified, the authorized representative who submitted the qualifying entry on behalf of each Finalist Participant, will be invited to the Addressing Unmet Needs in MS: An Innovation Challenge (“Summit”) and will travel to Summit, NJ on or about June 12 to participate in the Live-Pitch, which will be a timed, live presentation of the slide-show deck submitted prior to the event as a PowerPoint document (“Live-Pitch”). Finalists will be provided details, instructions and information regarding the Live-Pitch prior to the trip. The Live-Pitch shall be deemed included as part of a Participant’s entry. Such Live-Pitch may, but without obligation to Sponsor or Judges, be followed by a question-and-answer session with the Judges. Finalists will be judged pursuant to the judging criteria stated herein, and their responses to instructions and questions that may (or may not) be posed in the Live-Pitch by Sponsor and/or Judges and their ability to communicate the benefits of their innovation.
Sponsor reserves the right in its absolute discretion to modify the Live-Pitch and any elements thereof, in whole or in part, by communicating such modification(s) to all Finalists prior to the start of all Live-Pitch presentations.
There will not be a tie in Winner selection; Judges will decide upon one qualifying Winner, who may in Sponsor’s discretion be announced at the Summit or within approximately four weeks following the Summit. Sponsor may, but without obligation, select more than the stated number of Winners if found to be of exceptional quality in Sponsor’s absolute discretion. In the event any potential Finalist or Winner is disqualified, forfeits the opportunity to continue to participate and/or receive a prize in the Challenge, or is otherwise ineligible, non-compliant, unable or unwilling to participate, an alternate potential Semi-Finalist, Finalist, or Winner may be selected (in Sponsor’s absolute discretion) in accordance with the next highest score from judging applicable to that stage of the Challenge.
PRIZES: Assuming sufficient eligible entries are received, the following Finalist and Challenge prize(s) are available to be awarded:
FINALIST PRIZES (up to 10): Each Finalist shall receive a 1 night trip to Summit, NJ (June 12) for an opportunity to compete in the Live-Pitch. Approximate Retail Value (“ARV”): USD$1,500 each.
Limit one (1) Finalist prize per Participant.
Trip Specifics: Trip consists of round-trip, coach air transportation for one (1) person from each Finalist Participant (as determined by Sponsor) to location of the Summit, or Live-Pitch if different; standard accommodations (one room/single occupancy, room & tax only); ground transportation to/from destination airport and hotel, and hotel and Live-Pitch; and designated Sponsor provided meals. Trip must be accepted as a whole, or will be forfeited in its entirety. ARV of trip may vary, depending on the point, date and time of departure; any difference between ARV and actual value will not be awarded. All travel arrangements must be made through a travel agent or entity selected by Administrator. Trip recipients will be responsible for all upgrades, add-ons, additional excursions, gratuities, beverages, telephone calls, mini-bar and any other incidental costs or expenses not specifically stated as being included herein. Specific air carrier(s) and other trip specifics are at the sole discretion of the Sponsor or its designee(s). All travel is subject to availability, other restrictions may apply. Trip recipients will be required to provide valid government issued photo ID as required by travel authorities at time of travel, and to obtain and maintain all insurance (including car, health, liability and any other insurance). Recipient acknowledges and agrees that neither the Sponsor nor the Promotion Entities are providers/carriers of transportation, or insurance providers. No changes will be made to travel details once any element(s) of the trip has been booked. Trip conditions may be added or modified by Sponsor. Sponsor is not responsible for any changes of any element of trip, nor liable for any expenses incurred as a consequence of flight changes, cancellation or delays. Sponsor will not replace any lost or stolen tickets, travel vouchers, gift cards, or certificates. Travel is subject to capacity controls, availability, and certain other restrictions, all of which are subject to change. Any unclaimed and/or unused element of the trip, or any element thereof, will remain the property of Sponsor. The restrictions/conditions stated herein are not all-inclusive and the described above may be subject to additional restrictions/conditions, which may be stated in the Affidavit, and/or other travel documents. In the event any Finalist engages in behavior that, as determined by Sponsor (or its authorized representative or designees) in their absolute discretion, is obnoxious or threatening, dangerous, harmful, illegal or that is intended to annoy, abuse, threaten or harass any other person, or that is suspected of being an attempt to cheat or engage in artifice, Sponsor reserves the right to terminate the trip and their participation in the Live-Pitch, in whole or in part, and they will be disqualified and forfeit all opportunity to further compete or receive a prize.
CHALLENGE PRIZES: Assuming sufficient eligible entries are received, Challenge Prizes available to be awarded are as follows and will be awarded to and in the name of the Company and not to an individual:
First Prize (1): USD$25,000
Limit one (1) Challenge prize per Finalist.
General Prize Conditions: All prize awards are contingent upon verification of potential Winner and entries, confirmation of eligibility to receive a prize, and compliance with the Rules and Release Documents including any additional documentation required for prize fulfillment. Prize will be awarded as a check in USD, made out to and in the name of the Company and not to an individual. IMPORTANT NOTE: Prize Winner must be a Company, and must contractually agree that such prize monies will be used in strict compliance with Sponsor instructions and conditions and must be used in furtherance of publicly launching into the commercial marketplace the MS idea, concept or innovation embodied in, or that was the subject of the winning entry.
Prize is not assignable or transferable in whole or in part. No prize substitutions allowed, in whole or in part; except Sponsor reserves the right to substitute a prize of comparable value. In no event will Sponsor be responsible for awarding more than the stated value/number of prizes. Prize Winner must be able to accept a prize in its entirety or not at all, or else prize may be forfeited (in Sponsor’s absolute discretion). All potential Finalists/Winner will be notified by e-mail, telephone, or in person depending on prize level (in Administrator’s discretion) using the information provided in the entry. Potential Winner may be required to sign and return additional Release Documents as required by Sponsor for receipt within the time/date specified, or else prize will be forfeited in its entirety and an alternate potential Winner will be selected from remaining eligible Finalists in accordance with their score. In the event a potential Winner cannot be reached using the contact information provided on the entry on or within two (2) separate attempts, the prize will be forfeited and an alternate potential Winner may be selected. Returned, undelivered, unclaimed, refused, unused, or otherwise un-awarded prizes or any part thereof will be forfeited and will not be (re)awarded. Sponsor shall have the right, where necessary, to undertake all action and/or require further information as is reasonable to protect itself, or any of the Promotion Entities against fraudulent or invalid claims, potential public scandal, ridicule, or disrepute in awarding any prize to a Participant.
TAXES: Winner is solely responsible for any local, state, federal or any other applicable taxes, compliance with (governmental) reporting, filing and documentation requirements, and for any other costs, expenses and fees connected with their acceptance and use of the Prize. Prize will be awarded to and in the name of the eligible Company and not to an individual.
Without limiting any other right or term herein, a Participant may be disqualified from the Challenge immediately if, in a Sponsor’s (or its authorized representative’s) absolute discretion, it reasonably believes the Participant has, is suspected of, appears to, or has attempted to undermine or circumvent the legitimate operation of the Challenge, the Rules or any element thereof, or if a Participant is suspected at any time of engaging in artifice, cheating, deception, fraud, using multiple or false identities, engaging in illegal, harmful, dangerous, unsportsmanlike activities or obnoxious behavior, or other unfair or subversive acts or practices, or has or attempts to annoy, abuse, threaten, harass, or intimidate or cause harm to any other Participant, any of the Promotion Entities, or any other person or cause damage, destruction or loss of property.
Participants acknowledge that entries may be subject to United States export laws, regardless of location or nationality. Participants agree to comply with all applicable export controls, including, but not limited to, the United States Department of Commerce’s Export Administration Regulations, sanctions programs administered by the United States Treasury Department’s Office of Foreign Assets Control, and any export laws applicable in Participant’s country of residence. Participant further warrants that their entries are authorized for export from the United States under these laws, if applicable.
INTELLECTUAL PROPERTY RIGHTS: As between Promotion Entities and the Participant, the Participant has and retains all intellectual and proprietary rights in and to the entry. As a condition of entry, nothing in these Rules, the participation by Participants in the Challenge, or Challenge materials or related communications preclude Sponsor from using the ideas, concepts and know-how which are developed or learned in the course of Participant’s participation in the Challenge or at any time, or be deemed to limit Sponsor’s rights to provide similar technology, services, products or any other offerings (“Sponsor Offerings”) to other customers. Participants agree that Sponsor may use any feedback provided by Participant at any time related to Sponsor and/or any Sponsor Offerings for any Sponsor business purpose, without requiring consent including reproduction and preparation of derivative works based upon such feedback, as well as distribution of such derivative works. Subject to any Release Documents or other agreements between the Participant and the Sponsor. Participants understand that Sponsor may use any of the ideas, concepts, know-how, or techniques submitted as part of or in connection with the entry for any purpose.
RELEASE AND INDEMNIFICATION: To the maximum extent permitted by applicable law, Participants (whether or not declared a Finalist or Winner) by entering agree to release, indemnify, defend and hold harmless (“release”) Sponsor and all other Promotion Entities, their parents, affiliates, subsidiaries and divisions, and their respective directors, officers, employees and agents (“Released Parties”) from and against any and all threatened or actual actions, liabilities, claims, demands, losses, settlements, fines, damages, costs and expenses (including reasonable attorney fees) whether or not litigation is commenced (“disputes”) arising at any time from participation in the Challenge, the use of an entry (in whole or in part), participation in any Challenge and/or prize-related activity or inability to participate in or parts thereof, the delivery, acceptance, use, misuse of a prize or any failure with respect thereto arising at any time, personal injuries, death, damage to, loss or destruction of property, rights of intellectual property, publicity or privacy, defamation or portrayal in a false light (whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory, any act, default, omission, non-compliance, and/or a violation or breach of any laws, rules, agreements, representations, warranties or covenants made herein, or any other Releases or other agreements by/with Participant, the Promotion Entities, and/or any other party or entity. Further, to the maximum extent permitted by law, and without limiting the foregoing, Participants agree to release the Released Parties from and against any and all threatened or actual disputes arising at any time directly or indirectly from any dispute brought by any persons or entities (who may be other than a party to the Rules) arising from or related to an entry, participation and/or involvement in any other respect with the Challenge and any element thereof, and/or the delivery, acceptance, use, misuse of a prize or any failure with respect thereto arising at any time. To the maximum extent permitted by law, Participants, Finalists and Winner covenant not to sue or disparage any Released Party or cause them to be sued regarding any matter released above; and further covenant not to disaffirm, limit or rescind the releases in these Rules to the fullest extent permitted by law. A waiver by one or more of the Promotion Entities of any term in these Official Rules does not constitute a waiver of any other provision.
LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES – UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF THIS CHALLENGE, PARTICIPATION IN THE CHALLENGE OR PRIZE ACTIVITIES OR ELEMENTS THEREOF, INCLUDING BUT NOT LIMITED TO THE SUBMISSION OF AN ENTRY, PARTICIPANT’S ACCESS TO AND USE OF THE PROMOTIONAL WEBSITE OR THE UPLOADING OF MATERIALS TO THE WEBSITE, PARTICIPATION IN CHALLENGE AND/OR PRIZE ACTIVITIES, AND/OR THE DELIVERY, ACCEPTANCE, USE/MISUSE OF A PRIZE OR FAILURE WITH RESPECT THERETO ARISING AT ANY TIME. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BY PARTICIPATING IN THE CHALLENGE, YOU EXPRESSLY AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN; IF YOU DO NOT AGREE TO THIS ALLOCATION OF RISK, YOU MUST NOT PARTICIPATE IN THE CHALLENGE OR SUBMIT AN ENTRY.
NETWORKS AND CANCELLATION: Promotion Entities are not responsible for typographical error; technical, network, website, computer, digital, platform, telephone, cable, electronic, or hardware or software malfunctions, failures, connections, problems; incompatibility; unavailable, garbled, corrupt, or jumbled transmissions; service provider, Internet, website, blog site, user net accessibility, availability or congestion; unauthorized human intervention, security breach or unauthorized access; failure to collect an entry in whole or in part, the incorrect or inaccurate capture, storing, or processing of entries or other information, nor for the failure to process, collect or communicate any such information; electronic errors, omissions, interruptions, deletions, defects, and/or delays; or loss, theft, corruption, alteration, or destruction of any entry, or any other Challenge related materials or information, in whole or in part. If for any reason the Challenge or any part thereof, is not capable of running as planned, including infection by computer virus, bugs, suspected tampering, unauthorized intervention, fraud, cheating, technical failures, a force majeure event, artifice, or any other causes similar or dissimilar which in the discretion of the Promotion Entities may subvert, corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Challenge or any element thereof, Sponsor and Administrator reserve the right in its absolute discretion to cancel, terminate, modify or suspend the Challenge or any part thereof. Sponsor and Administrator reserve the right to select only potential Finalists/Winners in each category/prize level from eligible, non-suspect entries received (prior to the intervening event or otherwise), but only if doing so is deemed feasible and equitable in Sponsor’s absolute and final determination under the circumstances. Any attempt by a Participant to deliberately damage any website or undermine the legitimate operation of the Challenge is a violation of applicable U.S. criminal and civil laws and should such an attempt be made, Sponsor reserves the right to disqualify Participant and seek damages from any such Participant to the fullest extent of the law.
DISPUTES/ARBITRATION: These Rules shall be governed by, subject to, and construed in accordance with the laws of the State of New Jersey, United States of America, without regard to conflict of law rules. As a condition of participating in this Challenge, entrants agree that any and all issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, participant’s rights and obligations, or the rights and obligations of the Sponsor in connection with the Challenge, and any other disputes that cannot be informally resolved between the parties arising out of or connected with this Challenge or any element thereof shall be resolved individually, without resort to and waive their rights to claim any form of class action, exclusively before a neutral one person arbitration panel located near Summit, NJ.
WINNER’S LIST: Winner of Prize will be posted on the Website, anticipated to be available on or within ten (10) days of Winner verification and confirmation.