Effective Date: [DATE]
These Terms & Conditions ("Terms") govern participation in Parsimoni Ltd.'s ("Parsimoni," "we," "us," or "Company") "Test Your Idea in Orbit" Idea Capture contest (the "Contest"). By submitting an idea or otherwise participating, you ("Entrant," "you") agree to these Terms. If you do not agree, do not submit or accept these Terms.
Open to individuals worldwide who are at least 18 years old at time of entry. Minors may participate only with verifiable parental or legal guardian consent. Employees, contractors, vendors, and immediate family members of Parsimoni may be excluded as determined by the Company. Parsimoni reserves the right to disqualify submissions or entrants that do not meet eligibility requirements.
Entrants must submit their idea in the form and within the word/format limits posted on the Contest page. Submissions must be the Entrant's original work and must not infringe third-party rights. Multiple entries permitted only to the extent posted on the Contest page.
There is no purchase or fee necessary to enter.
Parsimoni and its evaluators (which may include Company employees and independent third-party experts) will evaluate submissions according to criteria posted on the Contest page. Parsimoni's decisions are final and binding.
Except as set forth below, Entrant retains all right, title and interest in and to the submission.
By submitting you grant Parsimoni and its affiliates a perpetual, worldwide, royalty-free, transferable, sublicensable, non-exclusive license to copy, reproduce, distribute, display, perform, modify, adapt, create derivative works of, evaluate, and otherwise use, exploit and promote the submission for purposes of administering the Contest, evaluating and promoting the Contest, and Parsimoni's marketing and promotional activities (the "License"). The License includes the right to publish the submission (or portions thereof) in connection with announcing finalists and winners.
If your submission is selected as a winner or otherwise selected for development, you grant Parsimoni an exclusive option to negotiate in good faith for additional rights, including (if applicable) assignment or exclusive license of intellectual property created in connection with development of the idea. Any assignment or exclusive license of rights will be effective only upon execution of a separate written agreement signed by the parties; no assignment or transfer occurs by virtue of selection alone.
Parsimoni may contact Entrants for clarification, to suggest tailoring of ideas, and to introduce Entrants to third-party developers or partners. Any subsequent app development, business terms, equity or revenue-sharing arrangements shall be governed by separate written agreements.
Parsimoni will use commercially reasonable efforts to keep submissions confidential until winners are announced and intends to have evaluators sign confidentiality agreements.
HOWEVER, PARSIMONI CANNOT GUARANTEE CONFIDENTIALITY OR THAT SUBMISSIONS WILL BE PROTECTED FROM THIRD-PARTY USE OR INDEPENDENT DEVELOPMENT. ENTRANTS ACKNOWLEDGE AND ACCEPT THAT PARSIMONI MAY USE SUBMISSIONS PURSUANT TO THE LICENSE ABOVE AND THAT NO IMPLIED CONFIDENTIALITY OR PRIORITY RIGHTS ARISE OTHER THAN THOSE EXPRESSLY STATED HERE.
By entering, Entrant consents to Parsimoni's use of Entrant's name, city and country of residence, submitted materials, and likeness for marketing and promotional purposes without further compensation, unless Entrant timely requests anonymity in writing before public announcement of winners. Parsimoni will make reasonable efforts to honor anonymity requests for publicity but disclaims any obligation beyond commercially reasonable steps.
Parsimoni will process Entrant personal data in connection with the Contest. By entering you consent to Parsimoni's collection, storage, use and disclosure of personal data for Contest administration and marketing.
By submitting you represent and warrant that: (i) the submission is your original work; (ii) you own or control all necessary rights to grant the License and any additional rights Parsimoni may seek; and (iii) the submission and its exploitation as permitted by these Terms will not violate any law or the rights of any third party.
You will indemnify, defend and hold harmless Parsimoni, its affiliates, officers, directors, employees, agents and assigns from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from or relating to a breach of the foregoing warranties or any claim that the submission infringes or misappropriates the intellectual property or other rights of a third party.
SUBMISSIONS ARE PROVIDED "AS IS." PARSIMONI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PARSIMONI DOES NOT WARRANT THAT SUBMISSIONS WILL BE DEVELOPED, TESTED IN ORBIT, OR OTHERWISE EXPLOITED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PARSIMONI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR THE CONTEST. PARSIMONI'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE CONTEST IS LIMITED TO THE GREATER OF (A) THE TOTAL CASH PRIZE ACTUALLY AWARDED TO THE ENTRANT IN CONNECTION WITH THE CONTEST, OR (B) ONE HUNDRED DOLLARS (US$100). NOTHING IN THIS SECTION SHALL LIMIT LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law rules.
Any dispute, claim or controversy arising out of or relating to these Terms, the Contest or a submission (each, a "Dispute") shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") under the AAA's Consumer Arbitration Rules (if Entrant is an individual acting for personal purposes) or Commercial Arbitration Rules (if Entrant is acting in a commercial capacity), in effect at the time the arbitration is filed. If AAA is unavailable, the parties shall select JAMS or another nationally recognized arbitration forum by mutual agreement. The seat of arbitration shall be Wilmington, Delaware, unless the parties agree otherwise. The arbitration shall be decided by a single neutral arbitrator selected in accordance with the applicable AAA rules. The arbitrator shall apply Delaware law and the terms of these Terms. The arbitration may be conducted by videoconference or written submissions where appropriate, consistent with the AAA rules.
Notwithstanding the foregoing: (a) either party may bring an individual claim in small claims court (if within that court's jurisdiction and the claim qualifies); and (b) either party may seek temporary, provisional, or injunctive relief from a court of competent jurisdiction in Delaware to preserve the status quo or for other equitable relief pending arbitration. The parties agree that any such court action is limited to the specific relief sought and does not waive the requirement to arbitrate other issues.
ENTRANT AND PARSIMONI EACH AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS BY OR AGAINST OTHER PERSONS OR JOIN PARTIES UNLESS ALL PARTIES HAVE EXPRESSLY AGREED IN WRITING.
Any attempt to proceed on a class or representative basis shall be unenforceable.
The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs unless the arbitrator awards fees and costs to the prevailing party as permitted by law or these Terms. The arbitration and any award shall be confidential, except as necessary to confirm, enforce or vacate the award or as otherwise required by law.
Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between you and Parsimoni. Neither party has authority to bind the other. You may not assign or transfer any of your rights or obligations under these Terms without Parsimoni's prior written consent; Parsimoni may freely assign or transfer its rights and obligations, in whole or in part, to an affiliate or successor (including in connection with a merger, sale of assets, financing, or reorganization). These Terms are solely for the benefit of Parsimoni and its affiliates; no other person or entity is intended to be a third-party beneficiary of these Terms. Failure or delay by Parsimoni in exercising any right does not constitute a waiver of that right.
Parsimoni reserves the right to cancel, suspend or modify the Contest or these Terms at any time for any reason. If any provision is found unenforceable, the remaining provisions shall continue in full force. These Terms constitute the entire agreement between you and Parsimoni relating to the Contest.
Contact: Parsimoni Ltd., Attn: Legal [email address / postal address]