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Kiwi Club of New York Inc. Logo Competition Agreement
Logo Competition: The Kiwi Club of New York Inc. (“Club”, “we” or “us”) is running a competition (“Competition”) for the design of a new Club logo.
How to Enter: You may enter the Competition if you “Like” the Club’s Facebook page and post to that page a logo that includes the words “Kiwi Club of New York.” You may post more than one logo. By posting a logo, you are deemed to have entered the Competition, and to have read and accepted this Logo Competition Agreement (and any changes to it that we may post on our website from time to time) (“Agreement”).
Your Representations: By entering the Competition, you represent to us that:
- you are at least 18 years old and may lawfully enter into and form binding contracts
- you are posting the logo under your real name and from your own Facebook account
- your logo does not contain material that is copyrighted, trademarked, protected by trade secret or otherwise subject to third party proprietary rights (unless you own such rights) and
- by entering the Competition, you are not breaching any laws or third party rights.
Your Logo Becomes the Club’s Property: When you submit a logo in the Competition, you grant us an exclusive, worldwide, perpetual, irrevocable, royalty-free sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the content in connection with the Club, in any media known now or in the future. This includes the Club’s branded material such as its website, Facebook page and emails. The Club may make changes to your logo. You do not retain any right to use (or to grant any rights in respect of) the logo without the Club’s written permission.
Winning Logo: The Club’s board of directors (“Board”) will determine the Competition’s closing date. The Board will then consider logos submitted in the Competition and select a winning logo (or decide not to select a winning logo). The Board may consider any factors it considers appropriate in reaching its decision. If the Board selects a winning logo, it will publish the results of the Competition, including your name.
Relationship Between the Parties: You will not become the Club’s agent, partner or employee in connection with the Competition or this Agreement. Nor will you obtain any rights to the Club’s name, other intellectual property or other types of property.
Amendments: Amendments to, or waivers of, any provision of this Agreement are only valid if (a) posted on the Club’s website or (b) set out in writing and signed by a Club officer. This Agreement forms the entire agreement between you and us with respect to the Competition and your logo.
Severability: If any part of this Agreement is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.
Indemnification: You agree to defend, hold harmless and indemnify the Club, its officers, directors and agents, from and against any and all losses, costs, expenses, damages or other liabilities (including reasonable attorneys’ fees) incurred by us or any such person in connection with any cause of action, claim, suit, proceeding, demand or action brought by a third party against us or any such person resulting from your participation in the Competition, your logo or your breach of this Agreement. This defense and indemnification survives this Agreement.
Jurisdiction: This Agreement is governed by the laws of the State of New York without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have with the Club in connection with the Competition, your logo or this Agreement must be resolved by a court in New York, New York. You submit to the personal jurisdiction of the courts of New York, New York for the purpose of litigating any such claims or disputes.
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