User Agreement Upon Use of YouJudgeIt™ Service and Database
Certain Definitions. For purposes of this Agreement, the following definitions shall apply:
1.2 "Application" means the information requested by a particular Sponsor for a Contest concerning User's personal data and history, training, education, experience and work as an User and which is submitted by the User to the Sponsor through use of the YouJudgeIt™ Service and Website.
1.3 "Artwork" shall mean the tangible works of art created by User; Including, but not limited to, images, audio, video, and documents. The copyright to which remains with the User, and digitized images of which the User submits to a Sponsor for consideration as part of User's Application with respect to a particular Contest under the terms of this Agreement.
1.4 "Database" shall mean the database of Applications and digitized Images of Artwork maintained on the Website.
1.5 "Images" shall mean digitized images of the Artwork; Including, but not limited to, images, audio, video, and documents.
1.6 "User" shall mean the individual User identified in the introductory paragraph of this Agreement as the person taking action to accept the terms of this Agreement.
1.7 "Website" shall mean the site on the World Wide Web through which User last clicked to reached this Agreement and which is maintained under the YouJudgeIt™ trademark for the submission of Applications and Images by Users for purposes of allowing Users to apply for and have their Applications and Artwork evaluated by a Sponsor or a Sponsor's jury as part of the User's participation in that Sponsor's Contest.
1.8 "YouJudgeIt™ Service" or "Service" shall mean the web-based service, owned and made available by WESTAF through the website, which creates and manages a database to accept applications and to hold and manage the data to judge Submissions by Users for entry into various contests or competitions.
Submission of Applications and Images. The User's submission of Applications and Images to Sponsors through the YouJudgeIt™ Service and Website shall, as between User and WESTAF, be under and subject to the terms and conditions of this Agreement. The terms and conditions of User's submission of Applications and Images to Sponsors reached between User and the Sponsor shall not alter or in any way change the terms of this Agreement.
WESTAF's Limited Obligations. WESTAF's obligation to User is to transmit and store Applications and Images as described on the Website through the
YouJudgeIt™ Service. WESTAF does not verify the completeness or quality of Applications or Images.
Grant of Limited Rights; No Copyright Transfer. User hereby grants to WESTAF a nonexclusive license to use the Application, Artwork, and Images for the following limited purposes: (A) to permit WESTAF to facilitate the transmission of or to actually transmit and distribute the Applications, together with submitted Images, on WESTAF’s servers and over various public networks and to make such changes to Images as are necessary to conform and adapt them to the technical requirements of connecting networks, devices, and media, to Sponsors and jurors of Sponsors to which User has indicated an Application is to be submitted and (B) for storage of User's Applications, together with submitted Images, in the nonpublic sections of the Database, subject to retrieval by the Sponsors and jurors of Sponsors to whom User has submitted Applications. The limited rights and license granted under this Agreement do not include any assignment or transfer of the copyright in the Application, Artwork and Images and do not include any right to otherwise reproduce, digitize, edit, modify, distribute, or publicly display the Application, Artwork and Images, in whole or in part.
User's Representations. User represents and warrants to WESTAF that (A) the Artwork was created exclusively by User; (B) User is the sole owner of all rights in the Artwork and Images; (C) by entering into this Agreement and submitting the Application and Images through the YouJudgeIt™ Service and Website, User is not violating any agreement with any third party; and (D) the Artwork and Images themselves and by their submission do not infringe upon any intellectual property, privacy, publicity, or other rights of any third party; and (E) the Artwork and Images do not include any content which is unlawful, harassing, libelous, abusive, tortious, defamatory, threatening, harmful, abusive, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way (the "User's Representations"). The User will provide WESTAF with appropriate documentation which establishes the accuracy of User's Representations in the form reasonably requested by WESTAF.
Return of Media. WESTAF has no responsibility to User for the return of any Application or Images submitted through the YouJudgeIt™ Service and Website, nor for any Sponsor's obligation to remove any Media from the Database and Website.
User's Limited Rights. By using the YouJudgeIt™ Service and the Website, User acquires no rights in the YouJudgeIt™ Service, the Website and, except for User's Application, Artwork and Images submitted as part of his or her Application, the content of the Database.
Duty of Care. WESTAF will use reasonable efforts to control the security of the Website, but does not warrant that the YouJudgeIt™ Service or Website will be able to protect Applications, Artwork, Images and any other content uploaded by User from disclosure to unauthorized persons, infringement or piracy. User acknowledges that technological advances of those trying to break codes and encryption devices may outpace the technology of encryption and security and that there is no such thing as an absolutely secure Website. The User further acknowledges that the publication of digitized data on the Internet necessarily makes it possible for Applications, Artwork and Images to be copied in some form and for dishonest people to attempt to profit from that copying. User agrees that WESTAF shall have no liability for any negligence or lack of due care in failing to protect the security of the Website and User's rights in the Application, Artwork, Images and any other content, but, subject to the other limitations of this Agreement, WESTAF shall be liable for any gross negligence and intentional wrongdoing on its part with respect to the security of the Website and the protection of the User's rights in the Application, Artwork, Images and any other content.
Limitation of Liability; Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE WEBSITE AND YOUJUDGEIT™ SERVICE ARE PROVIDED AS IS AND WITHOUT ANY WARRANTIES. WESTAF HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WEBSITE AND THE YOUJUDGEIT™ SERVICE. IN NO EVENT WILL WESTAF BE LIABLE TO User OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE OF PROPERTY, HARM TO REPUTATION OR OFFENDED MORAL RIGHTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WESTAF SHALL HAVE NO OBLIGATION TO PROTECT USER'S MORAL RIGHTS, IF ANY, IN THE ARTWORK AND IMAGES. USER'S SOLE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY WESTAF FOR ANY UNAUTHORIZED PUBLICATION, USE OR APPROPRIATION OF APPLICATIONS, ARTWORK OR IMAGES THROUGH THE WEBSITE AND FOR ANY OTHER CLAIMED HARM FROM USING THE YOUJUDGEIT™ SERVICE OR WEBSITE, WHETHER CAUSED OR ALLEGED TO BE CAUSED BY WESTAF, SHALL BE USER'S ACTUAL DAMAGES, IF ANY, SUBJECT TO A LIMITATION OF $250 PER CLAIM OR $750 IN THE AGGREGATE FOR ALL CLAIMS UNDER THIS AGREEMENT.
Indemnification. The User agrees to indemnify, defend and protect WESTAF, for any cost and expense, including attorney's fees, incurred by WESTAF as a result of any breach of the User's Representations.
Governing Law; Dispute Resolution. WESTAF’s servers supporting the website are located exclusively or, in some instances, primarily, in the United States of America and you agree that WESTAF will perform its obligations under this Agreement from within the United States of America. This Agreement shall be governed by the laws of the state of Colorado, excluding its conflict of laws principles. Except as provided in the last sentence of this Section, any claim, dispute or controversy arising out of or relating to this Agreement shall be submitted by the parties to binding arbitration. The arbitration shall be held in Denver, Colorado, by a single arbitrator who shall be a lawyer with at least five years of experience in intellectual property law or online e-commerce law and shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The parties shall be entitled to standard discovery as provided for in the Colorado Rules of Civil Procedure. The cost of arbitration shall be borne equally by the parties. Nothing in this Section shall preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction within the City and County of Denver, Colorado.
Language and Currency. The parties reached agreement using the English language and the English language version of this Agreement is the only version of this Agreement which reflects the agreement of the parties. Any proceedings to enforce this Agreement, including, without limitation, any arbitral proceedings, shall be conducted in the English language. Any reference to currency in this Agreement is a reference to United States of America dollars, unless expressly stated otherwise.
Liberal Construction. This Agreement is between commercially sophisticated parties and may not be construed and interpreted for or against either party. Each party is aware that each is free to seek independent professional guidance or legal counsel regarding this Agreement. Each party has either sought such guidance or legal counsel or decided, after reviewing the Agreement carefully, to waive such right.
Entire Agreement; Conflict in Terms. This Agreement represents the entire agreement between the parties concerning its subject matter and there are no other agreements, representations, promises or inducements made to or to be received by either party, except as expressly provided for or referred to in this Agreement. In the event of any conflict between any terms or provisions included in the YouJudgeIt™ Service, Website or the Other Terms and the terms of this Agreement, then the terms of this Agreement shall control.