This Agreement will apply to you in relation to a Contest, in your capacity as either a Contest Owner or Creative in respect of that Contest.
When a Contest Owner selects a winning Entry for their Contest, the Contest Owner and the Creative will be deemed to enter into a legally binding agreement for the provision of that Entry from the Creative to the Contest Owner. Unless the Contest Owner and the Creative otherwise separately agree in writing, that legally binding agreement will be on the terms of this Agreement.
By entering into a Contest (either in your capacity as a Contest Owner or a Creative), you agree that you will be bound by the terms of this Agreement as set out below.
Parties
The parties to this Agreement are the Contest Owner and the Creative which the Contest Owner selects as a Winner in respect of a Contest hosted by the Contest Owner ("Winner"). If there is more than one Winner, then the Contest Owner will be deemed to enter into a separate agreement on the terms of this document with each Winner.
Date of This Agreement
This Agreement is entered into between the Contest Owner and the Winner on the date that the Contest Owner selects the Winning Entry.
BrandNewName Terms of Service
By using the BrandNewName Service, you have agreed to be bound by the BrandNewName Terms of Service ("Services Agreement"). A copy of that agreement may be found here: https://www.brandnewname.com/legal
To the extent that there is any inconsistency between the terms of this Agreement, any other agreement between you and another Contest Owner or Creative, and the Services Agreement, then those documents will be read in the following order of precedence:
first, the Services Agreement will take precedence over all other documents; and
second, any separate agreement between you and another Contest Owner or Creative will take precedence over this Agreement (apart from clauses 3(d) and 4 of this Agreement which will take precedence over that separate agreement).
Terms
The following terms and conditions will apply to you in both your capacity as a Contest Owner and as a Creative.
1. Definitions
Words and phrases defined in the Services Agreement will have the same meaning in this Agreement.
2. Provision of the Entry
The Creative hereby agrees to provide and deliver the Winning Entry to the Contest Owner in accordance with the Creative's obligations set out in the Services Agreement.
3. Assignment of Intellectual Property Rights
Upon receipt of payment for the Entry in the form of BrandNewName Credits (pursuant to the terms of the Services Agreement), the Creative hereby assigns to the Contest Owner, all Intellectual Property Rights which the Creative has or may in the future have in the Entry.
The Creative warrants that prior to supplying the Entry to the Contest Owner, the Creative has disclosed to the Contest Owner any Intellectual Property Rights in the Entry which may be held by a third party.
If the Entry incorporates the Intellectual Property Rights of a third party, then:
- the Creative warrants that it has obtained a License from the relevant third party to incorporate the Intellectual Property Rights of that third party in the Entry ("Third Party License")
- if the Third Party License is capable of assignment to the Contest Owner, then the Creative hereby assigns and transfers to the Contest Owner, and the Contest Owner hereby agrees to take an assignment and transfer of, the Third Party License and all of the rights and obligations of the Creative under the Third Party License;
- if the Third Party License is not capable of assignment to the Contest Owner, then:
- the Creative must disclose this fact to the Contest Owner prior to providing the Contest Owner with the Entry and prior to the conclusion of the Contest;
- the Creative warrants that the Contest Owner may obtain a Third Party License in its own name; and
- prior to the conclusion of the Contest, the Creative must provide the Contest Owner with details of where to obtain the Third Party License in its own name and the cost of doing so.
- the Creative warrants that unless expressly stated to the contrary by the Creative prior to providing the Contest Owner with the Entry and prior to the conclusion of the Contest, the Third Party License provides the Contest Owner with a worldwide, royalty free, perpetual right to display, distribute and reproduce (in any form) the Intellectual Property Rights of the third party contained in the Entry.
The Creative hereby indemnifies and keeps indemnified the Contest Owner, BrandNewName and BrandNewName third party providers ("Indemnified Parties") against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which the Indemnified Parties may suffer or incur as a result of a breach by the Creative of any of the provisions of this clause.
4. Liability of BrandNewName and Its Third Party Providers
You acknowledge and agree:
- BrandNewName and its third party providers are not parties to this Agreement; and
- BrandNewName and its third party providers shall each not be liable or responsible for any breach of this Agreement by any party to this Agreement.
5. Miscellaneous
Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. A notice is taken to be received:
- in the case of a notice delivered by hand, when so delivered;
- in the case of a notice sent by pre‑paid post, on the third day after the date of posting;
- in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that the facsimile has been successfully sent; or
- in the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient's email server that the email has been received by the recipient.
This agreement is governed by, and must be construed in accordance with, the laws of the State of Illinois and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Illinois and their Courts of Appeal.