INTELLECTUAL PROPERTY RIGHTS TERMS AND CONDITIONS
ASSIGNMENT
1. By entering the Competition, the Entrant does not assign, transfer, charge, or deal in any other manner with this Agreement (whether in whole or in part) or any of its rights, obligations, responsibilities, representations and warranties under it without the prior written consent of all other Parties to this Agreement, including Entrant’s “Contest Submissions, Information, and Metadata,” and name the Entrant or the author(s) of the Entrant’s “Contest Submissions, Information, and Metadata.” 1.1. Entrant and “QH Ventures” may subsequently agree to assign, transfer, charge, or deal in any other manner the intellectual property, including Entrant’s “Contest Submissions, Information, and Metadata.”
1.2. By entering the Competition, the Entrant agrees to GRANTS AND LICENSES described in this Agreement.
GRANTS AND LICENSES
2. By entering the Competition, the Entrant hereby fully and unreservedly grants to “QH” the following Contest Publication Rights, including a non-exclusive, perpetual, worldwide, royalty-free license to perform and conduct any and all of the following (in full accordance with the unfettered discretion of “QH Competitions”) in relation to the Entrant’s “Contest Submissions, Information, and Metadata,” and without need for “QH” to credit and name the Entrant or the author(s) of the Entrant’s “Contest Submissions, Information, and Metadata,” and without need for “QH” to otherwise first seek approval/permission from the Entrant or any third party: 2.1. broadcast the Entrant’s “Contest Submissions, Information, and Metadata” including broadcast in any media, television program, video, film, webcast, cable network, mass viewing, private viewing, theatre, cinema, websites, blogs, on any computer network (including the Internet) and the like (whether such broadcast is in digital form, analogue, film or otherwise);
2.2. exhibit the Entrant’s “Contest Submissions, Information, and Metadata” in any art gallery or exhibition;
2.3. publish, print, and distribute the Entrant’s “Contest Submissions, Information, and Metadata” in any media, including (but not limited to) any magazine, advertisement, book, catalogue, periodical, publication, leaflet, document and the like;
2.4. copy, manufacture and distribute copies of the Entrant’s “Contest Submissions, Information, and Metadata” in any form (whether analog, digital, or otherwise), including (but not limited to) videos, movies, DVDs, CDs, digital files and the like;
2.5. publish and distribute the Entrant’s “Contest Submissions, Information, and Metadata” in the form of a web page or digital file on any computer network (including the Internet);
2.6. promote the Entrant’s “Contest Submissions, Information, and Metadata” in any manner deemed fit and suitable by “QH” and in full accordance with the full and unfettered discretion of “QH”;
2.7. display the Entrant’s “Contest Submissions, Information, and Metadata” in any trade show, event and the like;
2.8. destroy, discard, or otherwise dispose of the Entrant’s “Contest Submissions, Information, and Metadata” and copies thereof in the possession of “QH”.
3. By winning First Place or Second Place in the Competition (each Winner selected from among all qualifying Entrants at the absolute discretion of “QH Judges”), each Winner will receive a Contest Award and reasonable royalties, and in exchange for accepting the Contest Award, each Winner hereby fully and unreservedly grants to “QH” an exclusive, perpetual, and worldwide license to perform and conduct any and all of the following (in full accordance with the unfettered discretion of “QH Competitions”) in relation to the Winner’s “Contest Submissions, Information, and Metadata,” and without need for “QH” to credit and name the Winner or the author(s) of the Winner’s “Contest Submissions, Information, and Metadata,” and without need for “QH” to otherwise first seek approval/permission from the Winner or any third party: 3.1. modify, rearrange, copy, reproduce, and adapt the designs for the “QH Concept Drone” and related intellectual property (referred to herein as “QH Improvements” and to be owned by “QH”) for purposes of: 3.1.1. applying for, filing, or obtaining a patent in relation to the “QH Improvements” with any relevant official, international, governmental, or jurisdictional body;
3.1.2. applying for and obtaining any form of design registration in relation to the “QH Improvements” with any relevant official, international, governmental, or jurisdictional body; and
3.1.3. applying for and obtaining any other form of registration/grant of Intellectual Property Rights or intellectual property ownership for “QH Improvements”;
3.2. broadcast the Winner’s “Contest Submissions, Information, and Metadata” including broadcast in any media, television program, video, film, webcast, cable network, mass viewing, private viewing, theatre, cinema, websites, blogs, on any computer network (including the Internet) and the like (whether such broadcast is in digital form, analogue, film or otherwise);
3.3. exhibit the Winner’s “Contest Submissions, Information, and Metadata” in any art gallery or exhibition;
3.4. publish, print, and distribute the Winner’s “Contest Submissions, Information, and Metadata” in any media, including (but not limited to) any magazine, advertisement, book, catalogue, periodical, publication, leaflet, document and the like;
3.5. copy, manufacture and distribute copies of the Winner’s “Contest Submissions, Information, and Metadata” in any form (whether analog, digital, or otherwise), including (but not limited to) videos, movies, DVDs, CDs, digital files and the like;
3.6. publish and distribute the Winner’s “Contest Submissions, Information, and Metadata” in the form of a web page or digital file on any computer network (including the Internet);
3.7. promote the Winner’s “Contest Submissions, Information, and Metadata” in any manner deemed fit and suitable by “QH” and in full accordance with the full and unfettered discretion of “QH”;
3.8. display the Winner’s “Contest Submissions, Information, and Metadata” in any trade show, event and the like;
3.9. destroy, discard, or otherwise dispose of the Winner’s “Contest Submissions, Information, and Metadata” and copies thereof in the possession of “QH”.
4. Personal Image Release: In registering for “QH” events, the Entrant grants permission to “QH Competitions,” its agents and others working under its authority, to take and to have full and free use of video/photographs containing their image/likeness. It is understood these images may be used for promotional, news, on-line/multimedia, research, or educational purposes by and for “QH.” The Entrant agrees that they are not entitled to remuneration, residuals, royalties, or any other payment from “QH” in respect of their image/likeness or its use. The Entrant releases, discharges, and holds harmless, “QH” and its agents from any and all claims, demands or causes of actions that they may hereafter have by reason of anything contained in the photographs or video.
5. The Entrant hereby fully and unreservedly grants to “QH” the power and authority to grant sub-licenses to any agent or representative of “QH” (“QH Agent”) to conduct any of the acts stipulated in GRANTS AND LICENSES and to assist “QH Competitions” in conducting any such acts, with the limitation that such sub-licenses do not exceed the scope of the licenses provided in GRANTS AND LICENSES.
6. The Entrant may terminate or withdraw the grants and licenses stipulated in GRANTS AND LICENSES ONLY by communicating not less than six (6) calendar months after written notice of such termination or withdrawal (as the case may be), upon which this Agreement shall be automatically terminated (without need for notice) on the same day as the termination/withdrawal of such grants and licenses.
MAINTENANCE OF OWNERSHIP AND RIGHTS
7. Notwithstanding GRANTS AND LICENSES, in the event that the Entrant performs a Disposing Act within the Term, the Entrant shall use its best efforts to ensure that such Disposing Act shall have no effect on the licenses and grants provided to “QH” as stipulated in GRANTS AND LICENSES.
PRESERVATION OF RIGHTS
8. Because the Competition does not obligate “QH” to seek intellectual property protection for “QH Improvements,” if Entrant wishes to pursue such protection, Entrant fully and unreservedly acknowledges that the Entrant shall be solely and fully responsible for fully performing any and all of the following in any jurisdiction worldwide and before “QH” reveals to the public at large the Entrant’s “Contest Submissions, Information, and Metadata” as described within this Agreement: 8.1. applying for and obtaining any form of design registration in relation to the Entrant’s “Contest Submissions, Information, and Metadata” with any relevant official, international, governmental, or jurisdictional body;
8.2. applying for, filing, or obtaining a patent in relation to the Entrant’s “Contest Submissions, Information, and Metadata” with any relevant official, international, governmental, or jurisdictional body;
8.3. applying for and obtaining any other form of registration/grant of Intellectual Property Rights or intellectual property ownership;
8.4. assessing the commercial feasibility and viability of any and all the actions stipulated in REGISTRATION OF OWNERSHIP AND RIGHTS;
8.5. the costs incurred in any and all the actions stipulated in REGISTRATION OF OWNERSHIP AND RIGHTS.
9. The Entrant fully and unreservedly acknowledges and is aware that, in furtherance to GRANTS AND LICENSES as well as “QH”’s obligations within this Agreement, “QH” may reveal to the public at large details of the Entrant’s “Contest Submissions, Information, and Metadata” and that such revelation may result in the forfeiture, disqualification or defeat of any and all of the following: 9.1. the patentability of the Entrant’s “Contest Submissions, Information, and Metadata” in any and all jurisdictions with any relevant official, international, governmental, or jurisdictional body;
9.2. the registrability of the Entrant’s “Contest Submissions, Information, and Metadata” as a registered design(s) in any and all jurisdictions with any relevant official, international, governmental, or jurisdictional body;
9.3. the registrability of any of the Entrant’s Intellectual Property Rights in any and all jurisdictions with any relevant official, international, governmental, or jurisdictional body.
10. Entrant fully and unreservedly agrees and acknowledges that for any action of “QH” which results in any or all the following: 10.1. the forfeiture, disqualification or defeat in the patentability of the Entrant's “Contest Submissions, Information, and Metadata” in any and all jurisdictions with any relevant official, international, governmental, or jurisdictional body;
10.2. the forfeiture, disqualification or defeat in the registrability of the Entrant's “Contest Submissions, Information, and Metadata” as registered design(s) in any and all jurisdictions with any relevant official, international, governmental, or jurisdictional body; or
10.3. the forfeiture, disqualification or defeat in the registrability of any of the Entrant’s Intellectual Property Rights in any and all jurisdictions with any relevant official, international, governmental or jurisdictional body; the Entrant shall not make any claims against “QH” and shall not hold “QH” responsible or liable for any loss (including loss of income), damages or the like resulting from any such act, forfeiture, disqualification or defeat described above.
WARRANTIES OF THE ENTRANT
11. The Entrant expressly and unreservedly warrants any and all the following: 11.1. the Entrant bears no knowledge and is not consciously aware of any infringement that the Entrant’s “Contest Submissions, Information, and Metadata” may have upon the Intellectual Property Rights of any third party;
11.2. the Entrant has reasonably conducted searches and research to ensure that the Entrant’s “Contest Submissions, Information, and Metadata” does not infringe upon the Intellectual Property Rights of any third party;
11.3. the Entrant is the sole, full, and unfettered owner of the Entrant’s “Contest Submissions, Information, and Metadata” and possesses and has title to all Intellectual Property Rights over the Entrant’s “Contest Submissions, Information, and Metadata” throughout all jurisdictions worldwide, subject to GRANTS AND LICENSES;
11.4. the Entrant has not performed any act or omission to (whether directly or indirectly) jeopardize, derogate, mortgage, dilute or dispose of its sole, full, and unfettered ownership of the Entrant’s “Contest Submissions, Information, and Metadata,” subject to GRANTS AND LICENSES;
11.5. the Entrant has not performed any act or omission to (whether directly or indirectly) jeopardize, derogate, mortgage, dilute or dispose of any of its sole, full, and unfettered Intellectual Property Rights over the Entrant’s “Contest Submissions, Information, and Metadata ,” subject to GRANTS AND LICENSES.
INDEMNITY
12. The Entrant shall unreservedly and promptly indemnify and keep indemnified in full “QH” from and against any and all loss, damages, fees (including legal fees and costs incurred), liabilities whether criminal or civil suffered by “QH” as a result of any or all of the following: 12.1. a third party claims that the Entrant’s “Contest Submissions, Information, and Metadata” are an infringement upon the Intellectual Property Rights or rights to ownership of any third party in any and all jurisdictions worldwide (whether such Intellectual Property Rights or rights to ownership were previously assigned from the Entrant or otherwise);
12.2. the Entrant grants a license to any third party concerning the use of the Entrant’s “Contest Submissions, Information, and Metadata” within any jurisdiction worldwide and such third-party licensee makes a claim against the Entrant;
12.3. any misrepresentations, untruths or misinformation communicated by the Entrant (whether such misrepresentation, untruth or misinformation was given unknowingly or otherwise) concerning any or all the following: 12.3.1. its sole, full, and unfettered ownership over the Entrant’s “Contest Submissions, Information, and Metadata” in any jurisdiction worldwide, subject to GRANTS AND LICENSES;
12.3.2. its sole, full, and unfettered Intellectual Property Rights to the Entrant’s “Contest Submissions, Information, and Metadata” in any jurisdiction worldwide, subject to GRANTS AND LICENSES.
LIMITATION OF LIABILITY
13. Nothing in this Agreement shall exclude or in any way limit either Party’s liability for fraud, gross negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law, the total liability limited as follows: 13.1. the total liability of “QH Competitions” to the Entrant, whether such liability arises out of any breach of contract, tort, negligence, strict liability, breach of statutory duty or otherwise for any loss, damages, costs or expenses of any nature whatsoever incurred or suffered by “QH Competitions” of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, income, profits, business or goodwill shall be limited to not more than $5,000;
13.2. the total liability of the Entrant to “QH Competitions,” whether such liability arises out of any breach of contract, tort, negligence, strict liability, breach of statutory duty or otherwise for any loss, damages, costs or expenses of any nature whatsoever incurred or suffered by “QH Competitions” of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, income, profits, business or goodwill shall be limited to the greater of $5,000 or royalties received hereunder.