Black Business Pitch Competition by Sonder Impact
Terms and Conditions
Please review our terms and conditions and acknowledge your acceptance in your application. To continue on with the prize process you must agree to the terms and conditions as outlined.
Last Updated Date: January 15, 2023
Thank you for applying to the Black Business Pitch Competition by Sonder Impact (the “Project”). The LA Black Investors Club aka Sonder Impact (“Organization”, “we” or “us”, and together with Project service providers, the “Project Organizations”) will manage the Project.
PLEASE READ THESE PROJECT TERMS (“PROJECT TERMS”) CAREFULLY. THESE PROJECT TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND THE PROJECT ORGANIZATIONS AND GOVERN YOUR APPLICATION TO AND PARTICIPATION IN THE PROJECT, INCLUDING, AND WITHOUT LIMITATION, THROUGH GUST.COM AND THE PROJECT ORGANIZATIONS’ RESPECTIVE WEBSITES (COLLECTIVELY, THE “SERVICES”). BY SIGNING THESE TERMS AND/OR SUBMITTING AN APPLICATION FOR THE PROJECT, YOU REPRESENT THAT: (1) YOU, HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE PROJECT TERMS AND BY ALL THE DECISIONS OF THE PROJECT ORGANIZATIONS AND THE AWARD OF PRIZES, WHICH SHALL BE FINAL IN ALL RESPECTS; (2) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE; AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE PROJECT TERMS PERSONALLY OR AS A “REPRESENTATIVE” OF THE BUSINESS ENTITY FOR WHICH YOU ARE SUBMITTING AN APPLICATION, AND LEGALLY BIND THAT ENTITY (AND BE BOUND) TO COMPLY WITH THESE PROJECT TERMS.
IF YOU DO NOT AGREE TO BE BOUND BY THESE PROJECT TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES OR OTHERWISE PARTICIPATE IN THE PROJECT.
PLEASE BE AWARE THAT SECTION 11 OF THESE PROJECT TERMS BELOW CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE PROJECT TERMS. IN PARTICULAR YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST THE PROJECT ORGANIZATIONS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
Your use of, and participation in, certain Services may be subject to additional terms, including, without limitation, the Project Organizations’ respective privacy policies or other policies (collectively, “Supplemental Terms”). If these Project Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. These Project Terms and any applicable Supplemental Terms are collectively referred to herein as the “Terms.”
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY THE PROJECT ORGANIZATIONS IN THEIR SOLE DISCRETION AT ANY TIME. When changes are made, Organization will make a new copy of the Project Terms available on the Organizations’ Website (the “Website”) and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Project Terms. The Project Organizations may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), the Project Organizations may, at their sole discretion, require you to stop using the Services. Otherwise, your continued use of the Services or participation in the Project constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS. THE Project IS SUBJECT TO ALL APPLICABLE LAWS AND REGULATIONS AND IS VOID WHERE PROHIBITED.
1. Organization Services.
1.1 Generally. The Services allow eligible aspiring entrepreneurs (“Applicants”) to apply to the Project. During the application process, Organization will ask Applicants questions to determine their eligibility for the Project. We work to provide you with the prize, but we are not a financial institution (i.e., we are not a bank or a lender).
1.2 Eligibility. The Project is intended to help support founders who are a member of a group that has been traditionally underrepresented in the receipt of startup funding (“Underrepresented Founder”). To be eligible for the Project, Applicants must be a Representative of a business that: (a) is Underrepresented Founder-owned (i.e., at least 51% Underrepresented Founder-owned, operated, and controlled); (b) operates in Los Angeles, CA; (c) can promptly provide all documentation requested by Organization to show proof of business status; (d) is not owned by (in whole or in part by) and does not employ any individuals who are an employee, contractor or personnel of the Project Organizations or are a family member of same, (e) does not sell or provide certain products/services (e.g., narcotics, drug paraphernalia, items that encourage illegal activity, stolen goods, items that promote hate/violence, infringing material/items, sexually oriented materials/services, ammunition/firearms, ponzi schemes, gambling), (f) does not have a direct or indirect operating relationship with an existing large scale corporation, investment fund or government agency, (g) has been operating for less than five (5) years, and (h) generated less than one million US dollars ($1,000,000 USD) in annual revenue (collectively, the “Eligibility Requirements”). The Project Organizations may update the Eligibility Requirements at any time, at their sole discretion. For purposes of this Project, the term “family members” is defined as any spouse, partner, parent, legal guardian, child, sibling, grandparent, grandchild, or in-law.
1.3 No Guarantees for Applicants. USE OF OUR SERVICES DOES NOT GUARANTEE THAT AN APPLICANT WILL QUALIFY TO PARTICIPATE IN THE PROJECT AND RECEIVE A PRIZE, AND/OR THAT AN APPLICANT WILL BE APPROVED FOR A PRIZE IN A CERTAIN AMOUNT. A DETERMINATION OF ELIGIBILITY DOES NOT AUTOMATICALLY RESULT IN APPROVAL FOR A PRIZE AND NOT ALL ELIGIBLE APPLICANTS MAY RECEIVE PRIZES. IN ORDER TO DETERMINE IF YOU MEET THE ELIGIBILITY REQUIREMENTS, THE ORGANIZATION WILL ASK YOU FOR CERTAIN INFORMATION, INCLUDING AMONG OTHER INFORMATION, HISTORICAL AND FINANCIAL INFORMATION WHICH WE MAY SHARE WITH THE PROJECT ORGANIZATIONS, THE PROJECT ORGANIZATIONS AND/OR THIRD-PARTIES. BY SUBMITTING RESPONSES TO SUCH INFORMATION, YOU CONSENT TO SUCH SHARING AND ACKNOWLEDGE AND AGREE THAT WE MAY PERFORM, AND/OR USE SUCH INFORMATION TO, AMONG OTHER PURPOSES,TO HAVE ONE OR MORE THIRD PARTIES PERFORM A BACKGROUND CHECK, AND THAT APPLICANT’S BACKGROUND CHECK MAY BE USED TO VERIFY ELIGIBILITY TO PARTICIPATE IN THE PROJECT AND TO CONFIRM YOUR IDENTITY TO AVOID FRAUDULENT TRANSACTIONS IN YOUR NAME.
1.4 Application Data. In completing and submitting an application to participate in the Project, Applicant agrees to: (a) provide true, accurate, current and complete information about the Applicant as prompted by the Organization; and (b) maintain and promptly update any such data or information, as necessary, to keep it true, accurate, current and complete. If any information Applicant provides is untrue, inaccurate, not current or incomplete, we have the right to terminate your application for the Project and/or your access to the Services, and may instruct the Project Organizations to withhold any awarded funds. In addition, in such an event, Applicant agrees to return to the Project Organizations any previously awarded funds. When you submit an application for the Project, you agree to cooperate in the application process, including, without limitation, by submitting all required documentation in a timely manner, and, if needed, to obtain information we may need from third parties. As the Applicant, you acknowledge and agree that our ability to facilitate the processing of the prize and participation in the Project depends on such cooperation.
1.5 Sharing of Information. In order to facilitate the Project, Applicant directs Organization to disclose, exchange and otherwise provide and the Project Organizations and/or other service providers of the Organization any and all information collected by us or on our behalf for the purpose of administering, evaluating your ability to qualify for, judging your application for, and/or otherwise carrying out any aspect of, the Project. Please contact us as set forth in Section 11.5 below if you would like more details regarding our use of your personal information in connection with the Project.
1.6 Agreement to Additional Terms. If you are approved to participate in the Project, you may be required to enter into additional agreements or supplementary terms as a condition of receiving further consideration for an award.
1.7 Application Procedure. The Project will be made available to interested parties via an application, which will become available on January 19, 2023 at 9:00 A.M. PT. Communication about the opening of a call for applications will be conducted by means of a press release, a notice published on the Organization’s website (www.sonderimpact.org) (the “Organization’s Website”), and/or other social media platforms.
1.8 Application. Businesses may only be entered through the Gusto.com application which can be accessed on the Organization’s Website or on Gusto.com’s website (individually and collectively, the “Website”). The application will open on January 19, 2023 at 9:00 A.M. PT and Applicants will have until 11:59 P.M. PT on February 5, 2023 to submit their applications (the “Entry Deadline”).
1.9 Application Contents. To be eligible for any prize, Applicant must go to the Website and provide responses to all questions required per the instructions provided thereon by no later than the Entry Deadline. Information requested includes, but is not limited to, (a) the names and contact information for the business team members, (b) a description of the business, including the industry/focus area and the legal status of the business as well as its progress-to-date, the problem it seeks to solve, the solution provided by the business, and how the solution compares to alternatives, and (c) the business model, and the capabilities of the business team members (the “Entry”). Incomplete applications, or applications that do not otherwise meet the requirements set forth herein, will not be eligible to move to the evaluation round. All information must be provided in English.
1.10 Judging/Evaluation Process and Criteria.
Organization will initially screen all Entries received to determine whether they comply with the Eligibility Requirements and meet a minimum quality threshold based on completeness, coherence, and credibility.
There will be three (3) rounds of selection for Applicants:
● Semifinalist selection
● Finalist selection
● Winner Selection/PItch Day
1.10.1 Evaluation Criteria.
Organization, with support from independent evaluators with business, investing, and/or subject matter expertise, will review all Entries and score them according to the following equally weighted evaluation criteria (“Judging Criteria”) for both the semifinalist and finalist selection rounds:
● Team
● Marketing/Sales
● Idea/Future Potential
● Progress/Traction
● Competitive Advantage
● Preparation for Next Steps
1.10.2 Due Diligence; Additional Vetting Check. Team members of businesses selected as semi-finalists may be selected for additional vetting and due diligence as part of the evaluation process. By participating in the Project, Applicants and their team members agree to sign any documentation and provide any information necessary to complete said vetting and diligence. Applicants that fail to provide the required information or sign the required documentation will forfeit their eligibility and their business may be disqualified from further participation.
1.10.3 Winner Selection/Pitch Day. All Applicants and each individual team member thereof selected to move to the final round (“Finalists”) will be required to grant to the Project Organizations the unrestricted rights to publish and use the finalists’ name, hometown, likeness, a 2-3 sentence summary of the Entry, and/or prize information for advertising and publicity purposes worldwide without limitation and without additional compensation, except where prohibited. All Finalists must participate in the pitch day event, which will take place on or about March 2, 2023 and may be in-person, virtual or a hybrid of the two. In order to take part in the pitch day event, Applicants may be required to show a record of their vaccination status, have a negative COVID test within 48 hours prior to the event, take a rapid test on-site or any combination of the foregoing. At that event, all Finalists will pitch to a panel of independent judges with expertise in the eligible industries stated in Section 1.2 herein. Based on that pitch, three (3) winning Applicants will be selected as the winners.
1.11 Prizes. We will award three (3) prizes, and may award additional prizes, in our sole discretion. First Prize (1): $5,000; Second Prize (2): $1,500 and Third Prize (3): $500. Applicants who are awarded prizes acknowledge and agree that they will, as part of the application process, be required to have or to establish an account in the name of the business (a “Business Account”). Prizes to successful Applicants will be provided through such Business Account.
1.12 Use of Prize Funds. Applicant will not use funds for the purpose of furthering any business activity that:
● Violates any law, statute, ordinance or regulation.
● Relates to transactions involving (a) narcotics, steroids, drug paraphernalia, certain controlled substances or other products that present a risk to consumer safety and are illegal under the laws of the State of California, USA, (b) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (c) stolen goods including digital and virtual goods, (d) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (e) items, materials or services that are considered sexually explicit or obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) ammunition, firearms, or certain firearm parts or accessories, or (h) certain weapons or knives regulated under applicable law.
● Relates to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler’s checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption.
● Involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.
● Would otherwise violate the Supplemental Terms.
1.13 Taxes. To the fullest extent allowable under applicable law, all taxes (including, without limitation, national, federal, state, provincial, territorial, prefectural, and/or local taxes, as well as any interest, penalties and additions to tax), as well as any expenses arising from acceptance or use of the prize and not specified in the Terms as being provided as part of the Project, are your sole responsibility. Prior to receiving any Project award, you will provide to the Project Organizations a properly completed Internal Revenue Service (“IRS”) Form W-9 or appropriate IRS Form W-8, as applicable. The Project Organizations will be entitled, but not obligated, to deduct and withhold from any funds granted pursuant to the Project such amounts as are required to be deducted and withheld under law with respect to the making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated as having been paid to the person in respect of whom such deduction and withholding was made. Regardless of any action any party takes with respect to any applicable national, local, or other taxes or social contributions, withholdings, required deductions, or other payments, if any, that arise upon the payment of the prize (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount (if any) actually withheld by the Project Organizations. You agree to make adequate provision for (and indemnify the Project Organizations and each of their respective subsidiaries and affiliates) any Tax-Related Items. You further acknowledge and agree that you are solely responsible for filing all relevant documentation that may be required in relation to the prize, or any Tax-Related Items, other than filings or documentation that are the specific obligation of the Project Organizations pursuant to applicable laws, such as, but not limited to, corporate income tax returns or reporting statements in relation to the prize. You further acknowledge that the Project Organizations: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the prize; and (b) do not commit to and are under no obligation to structure the terms of the prize to reduce or eliminate your liability for Tax-Related Items, or achieve any particular tax result. Further, if you become subject to Tax-Related Items in more than one jurisdiction, you acknowledge and agree that the Project Organizations may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
2. Registration.
2.1 Registering Your Survey Account. In order to access certain features of the Services you may be required to create an account on a third party website (“Third Party Account”). You acknowledge that (1) your use of a Third Party Account may be subject to separate terms between you and such third party, and (2) the Project Organizations are not responsible for any of your activities on your Third Party Account.
2.2 Registration Fee. To enter the Project, Applicants must submit a registration fee (the “Fee”). The early bird Fee is $39.00 USD (the "Early Bird Fee") and will be active from 9:00am PST on January 19, 2023 through 11:59pm PST on January 26, 2023. To qualify for the Early Bird Fee, full payment of such Fee must be received by Organization by 11:59pm PST on January 26, 2023. The regular Fee is $49.00 USD (the "Regular Fee") and will be active from 12:00am PST on January 27, 2023 through 11:59pm PST on February 5, 2023. Full payment of the Regular Fee must be received by Organization by 11:59pm PST on February 5, 2023, at which time applications close. You acknowledge that (1) you will not advance in the application process unless you submit the Fee in full by the respective deadlines herein stated; (2) the Fee is non-refundable; (3) as consideration for the Fee, you will receive entry to the Project and admission to the live pitch competition on March 2, 2023; and (4) submission of the Fee does not guarantee advancement to the finalist round of the Project.
3. Ownership.
3.1 Services. Except with respect to the information or data you submit through the Services (collectively, “Your Data”), you agree that Organization owns all rights, title and interest in the Services. You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in the accompanying Services.
3.2 License to Your Data. You grant the Project Organizations a non-exclusive and fully sub-licensable right and license to use, distribute, and reproduce Your Data (in whole or in part) for the purposes of operating and providing the Services. You agree that you, not Organization, are responsible for all of Your Data that you make available on or in the Services. You represent and warrant to the Project Organizations that you have the right to grant the above license.
3.3 Publicity Rights. The Project Organizations may develop promotional and marketing materials regarding Applicant’s participation in the Project or the Services provided hereunder. The Project Organizations may use Applicant’s name and its trademark as a reference both publicly and privately, without limitations, in the Project Organizations’ marketing and promotional materials, including, but not limited to, press releases, newsletter articles, web site references, and email.
4. User Conduct.
You agree that you will not, under any circumstances:
(a) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(b) Attempt to access or use another user’s Third Party Account without authorization;
(c) Create or use a false identity;
(d) Violate any applicable local, state, national or international law or regulation, or any order of a court;
(e) Make available any data, information, or content that infringes the rights of any person or entity; or
(f) Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
Additionally, Applicants agree to not damage or cause interruption of the Project and/or prevent others from participating in the Project. The Project Organizations reserve the right to restrict or void participation from any IP address, email address or domain, device, or other designator or identifiable source if any fraudulent or harmful participation is suspected, as determined by the Project Organizations in its sole discretion. The Project Organizations further reserve the right to disqualify any Applicant who they believe has attempted to tamper with or impair the administration, security, fairness, or proper operation of the Project. ANY ATTEMPT TO DAMAGE ANY ONLINE SERVICE OR WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE Project MAY VIOLATE CRIMINAL AND CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, THE Project ORGANIZATIONS MAY DISQUALIFY ANY PARTICIPANT OR APPLICANT MAKING SUCH ATTEMPT AND MAY SEEK DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW.
5. Indemnification.
You agree to indemnify and hold the Project Organizations, and each of their respective parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, partners and licensors (collectively, the “Project Party(ies)” or “Indemnified Party(ies)”) harmless from and against any and all losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your application for or participation in the Project, including, without limitation: (a) Your Data or any inaccuracies therein; (b) your violation of the Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. The Indemnified Parties reserve the right, at each of their own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the applicable Indemnified Party in asserting any available defenses. This provision does not require you to indemnify any of the Indemnified Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Third Party Account, the Terms, or your access to Services.
6. Disclaimer of Warranties and Conditions.
6.1 As-Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WHETHER NOW KNOWN OR HEREINAFTER ENACTED, RELATIVE TO ITS USE OR ENJOYMENT.
(a) THE PROJECT ORGANIZATIONS MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORGANIZATION OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
6.2 No Liability For Conduct Of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE INDEMNIFIED PARTIES LIABLE, FOR THE CONDUCT OR INFORMATION OF THIRD PARTIES. WE ARE NOT LIABLE FOR THE ACCURACY OR QUALITY OF ANY THIRD-PARTY SERVICES OR INFORMATION.
7. LIMITATION OF LIABILITY.
7.1 DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE PROJECT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING SHALL NOT APPLY TO LIABILITY OF AN INDEMNIFIED PARTY FOR ANY INJURY CAUSED BY AN INDEMNIFIED PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
7.2 CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN INDEMNIFIED PARTY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY AN INDEMNIFIED PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN INDEMNIFIED PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
7.3 BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PROJECT ORGANIZATIONS AND YOU.
8. Nature of Relationship/Waiver of Equitable Relief/General Release.
(a) Each Applicant understands and acknowledges that Organization and the Project Organizations each have wide access to ideas, designs, and other materials, and that new ideas are constantly being submitted to them or being developed by their own employees and volunteers. Each Applicant also acknowledges that many ideas may be competitive with, or similar or identical to the submission by Applicant and/or other Applicants of the Project in theme, idea, format or other respects. Each Applicant acknowledges and agrees that such Applicant will not be entitled to any compensation as a result of Organization’s or any Project Organization’s use of any material that is similar or identical to such Applicant’s own Entry. Each Applicant acknowledges and agrees that no Project Organization shall now or in the future have any duty or liability, direct or indirect, vicarious, contributory or otherwise, with respect to the infringement or protection of the copyright in and to any submission by Applicant. Finally, each Applicant acknowledges that, with respect to any claim by Applicant relating to or arising out of any Project Organization’s actual or alleged exploitation or use of any material submitted by Applicant in connection with the Project, the damage, if any, thereby caused to the applicable Applicant will not be irreparable or otherwise sufficient to entitle such Applicant to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition or other exploitation of the Applicant’s application or any material based on or allegedly based on such application, and the Applicant’s rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
(b) THE APPLICANT HEREBY WAIVES, RELEASES, COVENANTS NOT TO SUE, AND DISCHARGES THE PROJECT ORGANIZATIONS AND THEIR RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATED COMPANIES, ADVERTISING AND PROMOTION AGENCIES, AND THE EMPLOYEES, REPRESENTATIVES, AGENTS, DIRECTORS, OFFICERS, SUCCESSORS AND ASSIGNS OF ALL OF THE FOREGOING (COLLECTIVELY, “RELEASED PARTIES”) FROM ANY AND ALL LIABILITIES, CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF ANY KIND (COLLECTIVELY, “CLAIMS”) ARISING OUT OF OR RELATED TO THE PROJECT OR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INTERACTIONS WITH OR CONDUCT OF OTHER USERS OR THIRD-PARTY WEBSITES OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF THE TERMS OR YOUR PARTICIPATION IN THE PROJECT OR USE OF SERVICES OR FOR ANY EXPOSURE OR ILLNESS FROM DISEASES INCLUDING BUT NOT LIMITED TO MRSA, INFLUENZA, AND COVID-19. THE FOREGOING RELEASE, WAIVER, AND COVENANT NOT TO SUE, INCLUDES, BUT IS NOT LIMITED TO, CLAIMS ARISING UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT LIABILITY, OR ANY OTHER THEORY. I HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, AND ANY ANALOGOUS PROVISION OF OTHER STATE LAWS, WHICH PROVIDES: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including, without limitation, personal injuries, death or property damage for any unconscionable commercial practice by a Released Party or for such Released Party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder.
9. Remedies.
9.1 Violations. If a Released Party (ies) becomes aware of any possible violations by you of the Terms, the Project Organizations reserve the right to investigate such violations. If, as a result of the investigation, a Released Party (ies) believes that criminal activity has occurred, the Project Organizations reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. The Project Organizations are entitled, except to the extent prohibited by applicable law, to disclose any information or materials , including, without limitation, Your Data, in Organization’s possession in connection with your use of Services, to: (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Data violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of the Project Organizations, its users or the public, and all enforcement or other government officials, as the Project Organizations in their sole discretion believes to be necessary or appropriate.
9.2 Breach. In the event that the Project Organizations determine, in their sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate with respect to the Services, the Project Organizations reserve the right to: (a) delete any of Your Data provided through the Services; (b) terminate your pending application(s) if you are an Applicant; (c) discontinue your access to any Services; and/or (d) pursue any other action which the Project Organizations deem to be appropriate. Any Applicant who receives an award under the Project agrees to return to the Project Organizations any prize money awarded if Applicant breaches the Terms.
10. Term and Termination.
10.1 Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect, unless terminated earlier in accordance with the Terms.
10.2 Prior Use. Notwithstanding the foregoing, if you used the Services prior to the date you accepted the Terms, you hereby acknowledge and agree that these Terms commenced on the date you first used the Services (whichever is earlier) and will remain in full force and effect , unless earlier terminated in accordance with the Terms.
10.3 Termination of Services by You. The Terms will remain in full force and effect until your Third Party Account is terminated as provided herein, or you email the Organization at info@sonderimpact.org.
10.4 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Data associated therewith from our live databases. Organization will not have any liability whatsoever to you for any suspension or termination, including, without limitation, for deletion of Your Data. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
10.5 No Subsequent Registration. If your registration(s) with or ability to access Services, or any other Organization community is discontinued by Organization due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access Services or any Organization community through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, Organization reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
11. General Provisions.
11.1 Dispute Resolution. The Project, the Services and any dispute arising under or related thereto (whether for breach of contract, tortious conduct, or otherwise) will be governed by the laws of the State of California, USA, without giving effect to its conflicts of law or choice of law principles or rules that would cause the application of the laws of any other jurisdiction. Any legal actions, suits or proceedings related to the Project (whether for breach of contract, tortious conduct, or otherwise) will be brought exclusively in the state or federal courts located in or having jurisdiction over California, USA, and each Applicant accepts and submits to the personal jurisdiction of those courts with respect to any legal actions, suits or proceedings arising out of or related to the Project. Except where prohibited by law, any and all disputes, claims, and causes of action between an applicant and a Project Party arising out of or connected with the Project or these Terms must be resolved individually, without resort to any form of class action.
11.2 Electronic Communications. The communications between you and Organization and/or the Project Organizations use electronic means, whether you visit the Services or send emails to Organization or the Project Organizations, or whether Organization and/or the Project Organizations post notices on Services or communicates with you via email or text message. Message and data rates may apply for each text message sent or received. Your mobile telephone provider may not carry the services necessary to communicate with the Project Organizations regarding this Project. Applicants should consult their wireless provider’s pricing plans prior to participation in this Project. For contractual purposes, you: (1) consent to receive communications from Organization and/or the Project Organizations in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Organization and/or the Project Organizations provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
11.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Organization’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
11.4 Force Majeure. Without limiting any other provision in the Terms, the Project Organizations are not responsible or liable to any Applicant (or any person claiming through such Applicant) for delay or failure to perform its obligations hereunder in the event that any of the Project Organizations’ operations or activities are affected by any cause or event beyond the sole and reasonable control of the applicable Project Entity (as determined by such party in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi- governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.
11.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Services, please contact us at info@sonderimpact.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
11.6 Notice. Where Organization requires you to provide an email address, you are responsible for providing Organization with your most current email address. In the event that the last email address you provided to Organization is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, Organization’s dispatch of the email containing such notice will nonetheless constitute effective notice. Notice shall be deemed to have been duly given on the first business day following successful email transmission to Organization.
11.7 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.8 Severability. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
11.9 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
11.10 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.