THESE TERMS AND CONDITIONS SET OUT THE TERMS OF A LEGALLY BINDING
AGREEMENT BETWEEN YOU AND RAMPIT FOR YOUR USE OF THIS WEBSITE AND
THE RELATED SERVICES. BY RECOGNIZING YOUR ACCEPTANCE OF THESE TERMS,
EITHER BY REGISTERING A USER ACCOUNT AND/OR BY ACCESSING AND USING
THIS WEBSITE, AS APPLICABLE, YOU AGREE TO BE BOUND BY ALL OF THESE
TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MUST CEASE USING THIS
WEBSITE AND THE RELATED SERVICES.
1. Definitions and interpretation
In this
document, the following capitalized terms have the following
meanings, unless otherwise expressly indicated:
1.1 "Agreement"means:
- these terms and conditions;
- any amendments subsequently made to these terms and conditions;
- any replacement or novation of this Agreement;
- terms and conditions incorporated into this Agreement by
reference; and,
- any policies (including the Privacy Policy), Rules, terms,
conditions, Competition Terms and Conditions, notices and
disclaimers contained elsewhere on this Website or provided by
RAMPIT in connection with the Services.
1.2 “Competition" means any challenge or
contest posted on this Website, however expressed.
1.3 "Competition Information" means all Content
provided in relation to a particular Competition, including the
Competition Terms and Conditions.
1.4 "Competition Sponsor" means in relation to
any Competition posted on this Website, the person or entity
responsible for the Competition or those procuring RAMPIT and/or its
owners to post the Competition. For this Competition, the
Competition Sponsor is the Massachusetts Institute of Technology
(MIT) at 77 Massachusetts Avenue, Cambridge, MA 02139.
1.5 "Competition Terms and Conditions" has the
meaning given to that term in Clause 2.3.
1.6 "Competitor" means in relation to any
Competition posted on this Website, a person, a team of persons
and/or a corporate entity, either for profit or nonprofit, that
submits or proposes to submit an Entry to the Competition.
1.7 "Content" means any information, files,
text, code, material, images, data, sounds, graphics, software,
photos, designs, software downloads, goods, services documents,
layouts, applet, CGI interfaces, descriptions, illustrations,
catalogues, advertisements, audio and video material or
specifications contained in or referred to in this Website, obtained
through or via this Website or available to be viewed by accessing
any part of this Website (which may be out of date or superseded),
whether it be obtained directly or indirectly, in any machine or
human readable format. Without limiting the foregoing, “Content”
includes any Entry submitted through or via this Website.
1.8 "Entity" means an entity duly organized and
validly existing under state or federal law in the United States of
America that is represented on the Website by a natural U.S. person
at least 18 years of age who is the duly authorized representative
of such Entity.
1.9 "Entry" means an entry by a Competitor in
response to a Competition.
1.10 "Entry Content" means all Content used, in
whole or in part, directly or indirectly, in describing, drafting,
developing, devising, calibrating, testing, evaluating, analyzing or
generating an Entry, or which itself constitutes the whole or part
of an Entry. The term "Entry Content" may include physical copies of
the foregoing in addition to electronic copies.
1.11 "Intellectual Property Rights" means all
intellectual property rights of any type whatsoever throughout the
world including all rights which subsist in copyright, patent
rights, or trademark rights, whether or not such rights are
registered or capable of being registered.
1.12 “Judge” means any
individual, organization or other entity represented on this website
as responsible for the subjective assessment of Entry Content,
either for the purposes of determining or informing the
determination of any Award(s) or designation(s) of Winner(s) in the
Competition.
1.13 "Loss" means any direct, indirect,
special, incidental or consequential liabilities, damages, claims,
losses, costs, expenses, actions, demands or suits, whether in
contract, tort (including negligence), statute or otherwise and
whether pecuniary or non-pecuniary. This includes, but is not
limited to, loss of profits, legal costs and defense or settlement
costs.
1.14 "User" means any person who has registered
a user account on this Website. The term "User" includes all
Competitors.
1.15 "Posting" means any addition, insertion or
uploading of content to this Website, as well as any submission or
communication made through or via this Website. For the avoidance of
doubt, this includes (in the case of a Competitor) all Entries and
Entry Content posted by that Competitor.
1.16 "Privacy Policy" means RAMPIT's privacy
policies and notices posted on this Website, specific pages thereof,
and/or provided by RAMPIT in connection with the Services.
1.17 "Award" means any cash prize or other
forms of recognition and/or benefit to declared or selected
Winner(s), as set out in the Competition Terms and Conditions.
1.18 "RAMPIT" means RAMPIT, LLC, a Tennessee
limited liability company, with a place of business at 1004 Hickory
Lane, Suite 3, Hermitage, TN 37076.
1.19 "RAMPIT Affiliate" means an entity
affiliated with RAMPIT by ownership or common ownership (including
The Common Pool, LLC, and 23Com Software, LLC) or any subsidiary of
RAMPIT.
1.20 "Services" means the services provided by
RAMPIT on or via this Website and includes all Competitions.
1.21 "Third Party Sites" means sites and
resources located on servers maintained by others over whom RAMPIT
has no control.
1.22 "User Account" means Your online account
with RAMPIT which enables You to use this Website and includes (but
is not limited to) Your username, password, rating score and
feedback.
1.23 "Website" means any web pages contained
within this domain and any sub-domains and all underlying software
and infrastructure which permits the holding of Competitions. Where
the context permits, ‘Website’ or 'website' includes the Services
provided on the Website.
1.24 "Winner" means, in relation to any
Competition posted on this Website, the Competitor(s) whose Entries
are selected by the Competition Sponsor as a winner of any Award(s).
Competitors may disqualify their Entries from this selection by
expressly informing the Competition Sponsor of their decision within
48 hours after the close of the competition.
1.25 "You" means the person or team using the
Website, including a User, or an Entity duly organized and validly
existing under state or federal law in the United States of America
that is represented on the Website by a User that is a natural U.S.
person at least 18 years of age who is the duly authorized
representative of such Entity. For the sake of clarity, “You” does
not refer to MIT as the Competition Sponsor.
1.26 "Your" means the possessive of the person
or team using the Website, including a User. For the sake of
clarity, “Your” does not refer to MIT as the Competition Sponsor.
2. Agreement to be bound
2.1 Use of this Website is subject to this
Agreement. You agree to be bound by this Agreement and any
subsequent amendments to this Agreement, as set forth below.
2.2 RAMPIT reserves the right to amend or
modify this Agreement at any time, provided that if such
modifications materially limit Your rights and/or expand Your
obligations hereunder, RAMPIT will notify You electronically, such
as by email or through the Website. Such material modifications will
take effect on the earlier of the date You indicate Your assent (by
clicking "Accept" or otherwise) or 30 calendar days after RAMPIT's
notice. No modification of the Agreement will apply to any dispute
between You and RAMPIT that arose prior to the effective date of the
modification. If at any time You disagree with the Agreement or any
modifications thereof, You may terminate this Agreement and shall
cease using this Website. Your continued use of the Website after
the revised Agreement becomes effective (such as following notice as
set forth above) indicates that You have read, understood, and
agreed to the revised Agreement. Any new or different terms supplied
by You are specifically rejected by RAMPIT unless RAMPIT agrees to
them in a signed writing specifically including those new or
different terms.
2.3 Particular Competitions may be subject to
additional terms and conditions ("Competition Terms and
Conditions"). Competition Terms and Conditions will
apply in addition to this Agreement and will not limit this
Agreement in any way unless RAMPIT notifies the parties to a
Competition that this Agreement is amended by the Competition Terms
and Conditions. If RAMPIT does not provide such notification to the
parties, this Agreement will prevail in the event of any
inconsistency between it and the Competition Terms and Conditions.
2.4 RAMPIT may alter this Website from time to
time by adding or removing features. This Agreement will not be
affected by any alterations to this Website.
2.5 Users may use this Website, including but
not limited to those in the capacity of a Competitor. This Agreement
will apply to Your use of the Website in that capacity, but Users
may also include Competition Administrators or representatives of
the Competition Sponsor, and any conditions place on them as Users
are identified in the Terms.
3. Participation
3.1 In order to participate in any
Competition, You must register as a User. Participation on this
Website is free.
3.2 Participation is available only to natural
U.S. persons and Entities that are able to form legally binding
contracts under applicable law. If You do not accept this Agreement,
You will not be permitted to host or participate in any Competition,
or otherwise access or use the Website in any way.
3.3 Without limiting Clause 3.2 above,
participation is not available to, and by entering you represent
that You are not an:
- Individual under the age of 18 years;
- Person whose participation has been permanently suspended or
terminated under Section 4 below; or,
- Person who is or resides in countries that are prohibited by
law, regulation (including United States or other applicable
export laws and regulations), treaty or administrative act from
entering into trade relations (including export of technology)
with the United States or its citizens.
3.4 When registering as a User, You warrant to
RAMPIT that:
- if You are an individual, You are 18 years of age or older and
You are registering as a User on Your own behalf and in Your own
name (and not on behalf of and/or in the name of a third
person);
- if You are a corporation or other business entity, You are duly
incorporated or organized under the laws of the place of Your
incorporation or organization and have full legal capacity and
power to enter into and perform Your obligations under this
Agreement; and
- You agree to act in good faith and in accordance with this
Agreement.
3.5 No individual or entity may register more
than once (for example, by using a different username/email).
3.6 Acceptance of registration is at the sole
discretion of RAMPIT. If RAMPIT believes that any registration has
been made in contravention of clauses 3.1, 3.2, 3.3, 3.4 or 3.5
above (or otherwise in breach of this Agreement), it may refuse to
accept the registration.
3.7 You are responsible for all use of this
Website made using Your User Account (and/or username/email or
password), whether or not You are aware of that use or could
reasonably have been aware of that use. You agree to notify RAMPIT
immediately if You become aware of any unauthorized use of Your User
Account.
3.8 Your User Account is personal to You and
may not be sold, assigned or transferred to a third party. If You
attempt to sell, assign or transfer Your User Account to a third
party, RAMPIT may suspend or terminate Your participation at its
sole discretion.
3.9 RAMPIT may communicate with You through
the username/email that You provide at registration. You agree to
notify RAMPIT within a reasonable time if there are any changes to
Your details. If You fail to notify RAMPIT of any changes to Your
details, You agree to waive any objection, claim, defense or
recourse You might have had as a consequence of RAMPIT failing to
communicate with You. If You change Your email address and fail to
notify RAMPIT of the change, RAMPIT will be deemed to have
communicated with You on the date on which it communicated with the
email address most recently provided by You.
3.10 You warrant that any Content provided or
posted by You (through registration or otherwise):
- is not false, inaccurate, misleading or fraudulent;
- does not infringe any third party's Intellectual Property Rights
or other rights arising at law or otherwise;
- is not obscene, defamatory, libelous, threatening or harassing;
- does not violate any applicable law;
- does not contain or describe pornography and is not otherwise
harmful to persons under the age of 18 years;
- will not create liability for RAMPIT or cause it to lose the
services of its internet service providers or other suppliers
(in whole or in part);
- will not create liability for the Competition Sponsor of any
kind.
3.11 If RAMPIT believes that any Content
contravenes Clause 3.10 (or any other provision of this Agreement),
it may remove that Content and/or take any other steps as it deems
necessary to protect itself or third parties against any Loss. To
the maximum extent permitted by law, RAMPIT will not be liable for
any Loss to any person arising from the removal of Content under
this Section.
4. Terminating Your
Participation
4.1 Subject to Clause 4.2, You may terminate
Your participation at any time and without cause by notifying RAMPIT
through this Website.
4.2 If You terminate Your participation, this
Agreement and any other applicable terms and conditions will
continue to apply to any Postings made by You prior to giving the
notice described in Clause 4.1 above.
4.3 RAMPIT may, in its absolute discretion,
terminate or suspend Your participation at any time and without
notice if it believes that:
- You have breached this Agreement or any other applicable terms
and conditions;
- You have acted in a way which is unlawful, or which may create
liability for You, RAMPIT, our Users, our internet service
providers or any other supplier, or the Competition Sponsor;
- RAMPIT is unable to verify any information provided by You;
- Other Users give negative feedback about You which RAMPIT
determines in its absolute discretion is worthy of termination;
- You have acted or represented Yourself in any way that RAMPIT or
the Competition Sponsor deems that your termination is
necessary.
4.4 If RAMPIT terminates Your participation, RAMPIT
may in its absolute discretion withdraw any Postings submitted or
made by You. If RAMPIT terminates Your participation, RAMPIT may, at
its sole discretion, immediately withdraw Your Entries, which will
have no force and effect from the date on which Your participation
was terminated.
4.5 Subject to Clause 4.4, if RAMPIT suspends
Your participation, any entries or other Postings submitted or made
by You may be suspended for the period in which Your participation
is suspended.
4.6 If Your participation is terminated,
either by You or by RAMPIT:
- You are no longer authorized to access this Website;
- all restrictions imposed on You, licenses granted by You and all
indemnities, disclaimers and limitations of liability set out in
this Agreement, including clauses 11 (Limitation of Liability)
and 12 (Indemnities), will survive, along with clauses 14
(Intellectual Property), 16 (Arbitration) and 18
(Miscellaneous).
5. Use of this Website
5.1 You must not use the Website to facilitate
or participate in any illegal activity or engage in any activity
which RAMPIT, in its absolute discretion, considers inappropriate.
RAMPIT reserves the right to terminate or restrict Your access to
this Website immediately and indefinitely if it suspects that You
are engaging in any such behavior or are in breach of any terms of
this Agreement. You agree that You will only use Your User Account
and this Website for the purposes of using the Services and for no
other purpose. Without limiting the foregoing, in using Your User
Account and accessing the Website, You agree not to:
- use Your User Account in a fraudulent or illegal manner, or
email or otherwise send any materials from Your User Account
which are offensive, unlawful, harassing, libelous, defamatory,
abusive, threatening, harmful, vulgar, obscene or otherwise
objectionable;
- use Your User Account to stalk or harass another person;
- use Your User Account to impersonate any person in any way
whatsoever;
- use Your User Account to infringe the copyright, trademark,
patent or other Intellectual Property Rights of any person or
entity;
- use Your User Account to send advertising, chain letters, junk
mail, spam or any other type of unsolicited electronic
communications;
- use Your User Account to send or distribute any Content of any
kind which contains a virus, spyware, malware or other harmful,
disruptive or destructive component;
- intentionally or negligently use Your User Account in a way that
degrades performance of this Website to other persons;
- manipulate, or attempt to manipulate, any Competition;
- use Your User Account or any mechanism, software or other
scripts in relation to the Website which could disrupt or
interfere with the Website or any servers, software, hardware or
equipment connected to or via the website;
- restrict or inhibit any other User from using or enjoying the
Website;
- distribute any pornographic, extremist or racist material or any
material which might otherwise be harmful to persons under the
age of 18 years;
- violate any applicable law relating to Your use of the website.
6. Terms specific to the Competition Sponsor
6.1 If You are registered as a Competition
Sponsor, when You post a Competition on the Website or have RAMPIT
run a Competition for You on Your behalf, You warrant that any
Content provided by You has not been knowingly obtained:
- by fraud;
- in breach of any copyright, trademark or other Intellectual
Property Right;
- in breach of any right of privacy or other right arising under
applicable law or any agreement entered into by You;
- without limiting any of the foregoing, in breach of any other
applicable law; or,
- in any way that may create liability for RAMPIT, its Users, its
internet service provider or any other suppliers.
6.4 If You are registered as a Competition
Sponsor, You further agree when posting to a Competition:
- to be bound by this Agreement and all Competition Information
(including the Competition Terms and Conditions) relating to the
Competition;
- to be bound by any representations made in relation to the
Competition (including the Competition Information and
Competition Terms and Conditions), whether made directly or
indirectly, in writing or orally, by or for You;
- that You may only post Competitions that are skills-based
challenges to resolve bona fide problems and not, for
clarity, games of chance;
- that You will select the Winner according to the criteria set
out in the Competition Information;
- that RAMPIT does not guarantee the quality of Entries or any
minimum number of Entries, nor the Competitors' title to the
Intellectual Property Rights therein;
- to inform RAMPIT of any additional Competition Terms and
Conditions that will govern the relationship between You and
Competitors; and,
- that RAMPIT may at its sole discretion republish or make
available the Competition Information through this Website.
6.5 You agree and warrant that You will not
cancel a Competition initiated by You for the purpose of contracting
separately with any User or Competitor or to avoid paying any
Award(s).
6.6 If You wish to withdraw from a
Competition, You must notify RAMPIT in writing. RAMPIT will in its
sole discretion decide whether to withdraw the Competition from the
public by choosing whether to terminate the website and related
Competition information.
7. Terms specific to Competitors
7.1 If You are registered as a Competitor, You
agree and acknowledge that:
- in making an Entry, to be bound by this Agreement and all
Competition Information (including the Competition Terms and
Conditions) relating to the Competition;
- RAMPIT does not guarantee the accuracy of the Competition
Information (or other Content posted on the Website), ownership
of any Content, or the availability of any Award(s);
- any leader board appearing in connection with a Competition is
indicative only and makes no representations and creates no
entitlements in relation to any Award(s);
- RAMPIT does not control the decisions of the Competition Sponsor
and You release RAMPIT from any claims You may have in relation
to the decisions of the Competition Sponsor (including the
selection of the Winner and ranking of Competitors), including
any defamation or other claims arising from its ranking of
Competitors;
- RAMPIT is not responsible for any Postings provided by other
Users or for the accuracy of Content provided by other Users;
- RAMPIT is not liable to pay any Award(s), and You will look
solely to the Competition Sponsor for payment of any Award(s);
- in the event that You have any dispute with another User, You
release RAMPIT from all claims of any kind arising from that
dispute;
- You will not initiate contact with a Competition Sponsor for the
purpose of contracting separately with the Competition Sponsor
to circumvent any Competition; and,
- an Entry will be deemed to have been lodged at the time that it
is received by RAMPIT. You agree that neither RAMPIT nor the
Competition Sponsor is responsible for any Entry not being
received due to technical reasons or otherwise.
7.2 Judges are permitted to interact with
Competitors to carry out due diligence, as necessary to evaluate
Entries against the judging criteria. It is the responsibility of
each Competitor to respond to inquiries from Judges in a timely
manner.
7.3 The Competition Sponsor reserves the right
to conduct an administrative review of any Entry or any team in
order to screen for completeness and other Entry Content
requirements (as described in the Competition Terms and Conditions)
before distributing approved Entries to Judges.
7.3 Competitors permit RAMPIT and/or the
Competition Sponsor to publish any Entry, Entry Content, or Content
to other Competitors, Judges or other designees, as necessary, to
promote greater transparency, collaboration, and follow-on
investment for Competitors during the Competition. For further
information regarding the sharing of Entries, Entry Content, and
Content, please refer to the Privacy Policy.
8. RAMPIT's relationship with Competitor and Competition
Sponsor
8.1 RAMPIT is not involved in any way in the
formation of any contract between the Competitor and the Competition
Sponsor. RAMPIT at no time acts as an agent for a Competitor or
Competition Sponsor.
8.2 RAMPIT will not be liable to You in any
respect if a Competition Sponsor or Competitor fails to perform its
obligations under this Agreement or the Competition.
8.3 The Competition Sponsor will at all times
be liable to pay Award(s) to the Winner(s) in accordance with the
Agreement and the Competition Terms and Conditions. RAMPIT will have
no liability whatsoever in respect to the failure of a Competition
Sponsor to pay Award(s) to Winner(s), and You acknowledge and agree
that You will not take action of any kind against RAMPIT in respect
to any claim for any Award(s) that You may or may not have or wish
to make.
9. Terms specific to the Winner and Competition
Sponsor
9.1 The Winner agrees that payment of any
Award is conditional upon receipt by the Competition Sponsor of any
Entry Content used or consulted by the Winner in generating the
winning Entry and that any Award(s) will not be paid until this
condition has been satisfied.
9.2 The Winner and the Competition Sponsor
acknowledge and agree that once the Winner has been chosen and
notified, each Winner will enter into a separate agreement with the
Competition Sponsor (each a “Separate Agreement”). RAMPIT and
its third party providers will not be a party to this Separate
Agreement and will have no responsibility or liability whatsoever in
relation to the performance or failure to perform under the Separate
Agreement.
9.3 The Competition Sponsor acknowledges that
RAMPIT does not make any warranties or representations as to the
accuracy or utility of any Entry or associated Entry Content from a
Winner.
10. Taxes on Awards
10.1 You will be responsible for any tax, levy,
or other charge that may arise under any applicable law from the use
of this website, including from receiving any Award(s). You
acknowledge that You will not be entitled to demand any additional
payment by reason of any Award(s) being subject to any tax, levy, or
other charge in any jurisdiction.
11. Limitation of liability
11.1 THIS WEBSITE AND SERVICES, AND ALL
CONTENT ASSOCIATED THEREWITH, ARE PROVIDED "AS IS" AND "AS
AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE
FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RAMPIT AND
COMPETITION SPONSOR AND THE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS OF EACH EXPRESSLY
DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. RAMPIT DOES NOT WARRANT THIS WEBSITE
AND RELATED SERVICES AND THE CONTENT PROVIDED THROUGH IT, INCLUDING
THE ENTRIES AND ASSOCIATED ENTRY CONTENT, TO BE AVAILABLE, ACCURATE,
USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU
ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE,
LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THIS
WEBSITE (INCLUDING THE SERVICES).
11.2 UNDER NO CIRCUMSTANCES WILL RAMPIT OR
COMPETITION SPONSOR OR THE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS OF EITHER BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR
EXEMPLARY DAMAGES ARISING OR RELATED TO THIS WEBSITE, INCLUDING LOSS
OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS,
EVEN IF RAMPIT OR COMPETITION SPONSOR OR THE AUTHORIZED
REPRESENTATIVE OF EITHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Without limiting the generality of the foregoing, You agree that
neither RAMPIT NOR COMPETITION SPONSOR is responsible for any Loss
arising out of, or in any way connected with:
- delay or inability to access or use this Website;
- reliance on any Competition Information or other Content;
- the transmission of any computer virus, however occurring;
- any unauthorized access to, modification or alteration of
Content;
- any Content sent or received or not sent or received;
- any transaction entered into through this Website;
- any infringement of rights, including Intellectual Property
Rights;
- any threatening, defamatory, obscene, offensive, harmful,
inappropriate or illegal Content or conduct of any party;
- any Content sent by any third party using and/or included in
this Website;
- termination of Your participation; or,
- any delays, interruptions, inaccuracies, errors, omissions or
cessation of services.
11.3 For the avoidance of doubt, You
acknowledge that RAMPIT is a provider of an interactive computer
service and that neither RAMPIT nor COMPETITION SPONSOR is a
publisher under Section 230 of the Communications Decency Act of
1996, and therefore not responsible for any of the Users' Postings.
If, notwithstanding the provisions of this Clause 11.3, a court of
competent jurisdiction holds RAMPIT or COMPETITION SPONSOR liable in
respect of any matters arising under or incidental to this
Agreement, RAMPIT'S AND COMPETITION SPONSOR’S TOTAL LIABILITY TO YOU
FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR YOUR USE OF THIS WEBSITE OR RELATED
SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY,
OR OTHERWISE) WILL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR
USING THIS WEBSITE DURING THE 12 MONTHS PRECEDING YOUR CLAIM, OR, IF
NO AMOUNT WAS PAID, SUCH LIABILITY WILL BE LIMITED TO $100.
11.4 You agree that neither RAMPIT nor
COMPETITION SPONSOR nor the third party providers of either will be
liable or responsible for any failure in, or delay to, the provision
of the Services or in RAMPIT nor COMPETITION SPONSOR complying with
its obligations under this Agreement where such failure or delay has
arisen as a direct or indirect result of:
- fire, earthquake, storm, flood, hurricane, inclement weather or
other act of God, war, terrorism, explosion, sabotage,
industrial accident or industrial strike;
- telecommunications failure, hardware failure or software
failure;
- the failure of any third party to fulfill any obligations to
RAMPIT or COMPETITION SPONSOR; or
- any other circumstance or event which is or is not within the
reasonable control of RAMPIT or COMPETITION SPONSOR.
12. Indemnity
12.1 You agree to indemnify and hold RAMPIT
and the Competition Sponsor, its owners, officers, employees, agents
and suppliers, harmless from all claims and Losses (including legal
fees) due to or arising out of or in connection with Your Postings,
Competition, Competition Information and other Content (as
applicable), Your use of this Website, or Your breach of this
Agreement.
13. Access to the Site outside of the United
States
13.1 Neither RAMPIT nor COMPETITION SPONSOR
represents or warrants that the content on this Website complies
with the laws of any country outside of the United States. If You
access this Website from outside the United States, You do so at
Your own risk.
14. Intellectual property
14.1 You acknowledge that, as between the
parties, RAMPIT is the owner of all Intellectual Property Rights in
and to this Website (excluding Postings). You acknowledge that You
have no Intellectual Property Rights in or to this Website or to any
Postings not made directly by you except for a limited license to
use this Website as necessary to participate in a Competition or
evaluate the possibility of such participation.
14.2 You acknowledge that all text, graphics,
user interfaces, photographs, trademarks, logos and artwork,
including the design, structure, selection, coordination,
expression, 'look and feel' and arrangement of such Content,
provided by RAMPIT or its licensors on this Website is owned or
licensed by or to RAMPIT and is protected by applicable copyright,
patent and trademark laws and various other intellectual property
rights and unfair competition laws. No such Content can be copied,
publicly displayed, modified, sold, licensed or distributed in any
way by You without RAMPIT's prior written consent. You shall not use
the name “Massachusetts Institute of Technology” or “MIT” or any
variation, adaptation, or abbreviation thereof, or the name of any
of MIT’s trustees, officers, faculty members, students, employees,
or agents, or any trademark owned by MIT, in any promotional
material or other public announcement or disclosure, nor copied,
publicly displayed, modified, sold, licensed or distributed in any
way by You without the prior written consent of MIT’s Technology
Licensing Office, which consent MIT may withhold in its sole
discretion.
15. Third party sites
15.1 From time to time, RAMPIT may provide, or
any Content may contain, links to Third Party Sites and resources
(e.g., www.youtube.com). You acknowledge that:
- Neither RAMPIT nor COMPETITION SPONSOR has any control over
Third Party Sites and resources;
- Neither RAMPIT nor COMPETITION SPONSOR is responsible for the
availability of such external sites or resources; and
- Neither RAMPIT nor COMPETITION SPONSOR endorses nor is either
responsible for any content, advertising, products, services or
other materials on or available from such sites or resources.
15.2 You acknowledge and agree that neither
RAMPIT nor COMPETITION SPONSOR will be responsible or liable,
directly or indirectly, for any Loss caused or alleged to be caused
by or in connection with Your use of or reliance on any Content or
material available on or through any Third Party Sites or resource.
16. Arbitration
16.1 In the interest of resolving disputes
between You and RAMPIT or COMPETITION SPONSOR in the most expedient
and cost effective manner, You and RAMPIT and COMPETITION SPONSOR
agree that any and all disputes arising in connection with this
Agreement shall be resolved by binding arbitration. Arbitration is
more informal than a lawsuit in court. Arbitration uses a neutral
arbitrator instead of a judge or jury, may allow for more limited
discovery than in court, and can be subject to very limited review
by courts. Arbitrators can award the same damages and relief that a
court can award. Our agreement to arbitrate disputes includes, but
is not limited to all claims arising out of or relating to any
aspect of this Agreement, whether based in contract, tort, statute,
fraud, misrepresentation or any other legal theory, and regardless
of whether the claims arise during or after the termination of these
Terms. You understand and agree that, by entering into these Terms,
You and RAMPIT and COMPETITION SPONSOR are each waiving the right to
a trial by jury or to participate in a class action.
16.2 Exceptions. Notwithstanding subsection
(a), You and RAMPIT and COMPETITION SPONSOR each agree that nothing
herein shall be deemed to waive, preclude, or otherwise limit any of
our rights to (i) bring an individual action in small claims court,
(ii) pursue enforcement actions through applicable federal, state,
or local agencies where such actions are available, (iii) seek
injunctive relief in a court of law, or (iv) to file suit in a court
of law to address intellectual property infringement claims.
16.3 Any arbitration between You and RAMPIT or
COMPETITION SPONSOR will be governed by the Commercial Dispute
Resolution Procedures and the Supplementary Procedures for Consumer
Related Disputes (collectively, "AAA Rules") of the American
Arbitration Association ("AAA"), as modified by these Terms, and
will be administered by the AAA. The AAA Rules and filing forms are
available online at www.adr.org, by calling the AAA at
1-800-778-7879.
16.4 A party who intends to seek arbitration
must first send a written notice of the dispute to the other, by
certified mail or Federal Express (signature required), or in the
event that we do not have a physical address on file for You, by
electronic mail ("Notice"). RAMPIT's address for
Notice is: RAMPIT, LLC, 1004 Hickory Lane, Suite 3, Hermitage, TN
37076 or support@rampit.com.
COMPETITION SPONSOR’s address is Office of the General Counsel, 77
Massachusetts Avenue, Cambridge, MA 02142. The Notice must (a)
describe the nature and basis of the claim or dispute; and, (b) set
forth the specific relief sought. We agree to use good faith efforts
to resolve the claim directly, but if we do not reach an agreement
to do so within 30 calendar days after the Notice is received, You
and/or RAMPIT and/or COMPETITION SPONSOR, as pertinent, may commence
arbitration proceedings.
16.5 Any arbitration hearings will take place
at a location to be agreed upon by the parties to the arbitration
or, if a location cannot be agreed upon, then it will be agreed upon
by the arbitrator(s), provided that if the claim is for $10,000 or
less, You may choose whether the arbitration will be conducted
solely on the basis of documents submitted to the arbitrator,
through a non-appearance based telephonic hearing, or by an
in-person hearing as established by the AAA Rules. Regardless of the
manner in which the arbitration is conducted, the arbitrator shall
issue a reasoned written decision sufficient to explain the
essential findings and conclusions on which the decision and award,
if any, are based. The arbitrator may make rulings and resolve
disputes as to the payment and reimbursement of fees or expenses at
any time during the proceeding and upon request from either party
made within 14 calendar days of the arbitrator's ruling on the
merits.
16.6 YOU AND RAMPIT AGREE THAT EACH MAY BRING
CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY,
AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. Further, unless both You and RAMPIT agree
otherwise, the arbitrator may not consolidate more than one person's
claims, and may not otherwise preside over any form of a
representative or class proceeding.
16.7 If only Clause 16.6 is found to be
unenforceable, then the entirety of this Section 16 shall be null
and void and, in such case, the parties agree that the exclusive
jurisdiction and venue described in Section 18 shall govern any
action arising out of or related to the Agreement.
17. Digital Millennium Copyright
Act
17.1 If you are a copyright owner or an agent
thereof and believe that any Content infringes upon your copyrights,
you may submit a notification pursuant to the Digital Millennium
Copyright Act ("DMCA") by providing RAMPIT's copyright agent
(the "Copyright Agent") with the following
information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act
on behalf of the owner of an exclusive right that is allegedly
infringed;
- Identification of the copyrighted work claimed to have been
infringed, or, if multiple copyrighted works at a single online
site are covered by a single notification, a representative list
of such works at that site;
- Identification of the material that is claimed to be infringing
or to be the subject of infringing activity and that is to be
removed or access to which is to be disabled and information
reasonably sufficient to permit the service provider to locate
the material;
- Information reasonably sufficient to permit the service provider
to contact you, such as an address, telephone number, and, if
available, an electronic mail;
- A statement that you have a good faith belief that use of the
material in the manner complained of is not authorized by the
copyright owner, its agent, or the law; and
- A statement that the information in the notification is
accurate, and under penalty of perjury, that you are authorized
to act on behalf of the owner of an exclusive right that is
allegedly infringed.
17.2 RAMPIT's designated Copyright Agent to
receive notifications of claimed infringement is Copyright Agent,
RAMPIT, LLC, 1004 Hickory Lane, Suite 8, Hermitage, TN 37076, email:
support@rampit.com. You acknowledge that if you fail to
comply with all of the requirements of this Section 17, your DMCA
notice may not be valid.
17.3 If you believe that your Content that was
removed (or to which access was disabled) is not infringing, or that
you have the authorization from the copyright owner, the copyright
owner's agent, or pursuant to the law, to post and use the material
in your Content, you may send a counter-notice containing the
following information to the Copyright Agent:
- Your physical or electronic signature;
- Identification of the Content that has been removed or to which
access has been disabled and the location at which the Content
appeared before it was removed or disabled;
- A statement that you have a good faith belief that the Content
was removed or disabled as a result of mistake or a
misidentification of the Content; and
- Your name, address, telephone number, and e-mail address, a
statement that you consent to the jurisdiction of the federal
court in Nashville, Tennessee, and a statement that you will
accept service of process from the person who provided
notification of the alleged infringement.
17.4 If a counter-notice is received by the
Copyright Agent, RAMPIT may send a copy of the counter-notice to the
original complaining party informing that person that it may replace
the removed Content or cease disabling it in 10 business days.
Unless the copyright owner files an action seeking a court order
against the Content provider, member or user, the removed Content
may be replaced, or access to it restored, in 10 to 14 business days
or more after receipt of the counter-notice, at RAMPIT's sole
discretion.
18. Miscellaneous
18.1 As defined in Clause 1.1, this Agreement
is the entire agreement between You and RAMPIT relating to the
subject matter herein, and supersedes all previous communications,
representations, understandings and agreements, either oral or
written, between You and RAMPIT with respect to said subject matter.
This Agreement shall not be modified except in a writing signed by
both parties, or by a change made as provided in Clause 2.2. If any
provision of this Agreement is invalid or unenforceable, such
invalidity or unenforceability will not affect the remainder of this
Agreement, which is severable from said provision and will remain in
full force and effect.
18.2 If You breach any provision of this
Agreement and RAMPIT has knowledge (either actual or constructive)
of that breach, a failure to pursue legal action or to enforce any
remedy against You will not constitute a waiver of its legal rights.
Any waiver of rights under this Agreement must be in writing and
signed by RAMPIT.
18.3 All matters relating to this Website and
this Agreement are governed by and are to be construed according to
the laws applicable in the state of Tennessee, United States
(without regard to any rules governing choice of law). If one or
more of the exceptions from arbitration expressly set forth in
Section 16 above apply, You agree unconditionally to submit to the
exclusive jurisdiction of the courts in Davidson County, Tennessee,
in relation to all matters arising out of or in any way connected
with this Agreement or this Website.
18.4 RAMPIT may assign its rights and novate
or transfer obligations which arise under this Agreement. You must
not assign, novate or otherwise transfer Your rights or obligations
under this Agreement without the prior written consent of RAMPIT.
Any assignment attempted in violation of this Clause 18.4 shall be
void.
18.5 The parties agree that no rule of
construction applies to the disadvantage of a party because that
party was responsible for the preparation of this Agreement or part
of it.
18.6 Unless otherwise requested in writing by
You, RAMPIT may refer to You and Your corporate identity (if
applicable) as part of promoting this Website and RAMPIT in the
marketplace.
18.7 RAMPIT accepts content uploaded from
Users in good faith and on the basis of warranties provided by
Users. It is Your responsibility at all times to investigate and
become satisfied as to the accuracy of the information provided by
any other party (including all Users) on this Website. RAMPIT at no
time makes any representations as to the accuracy of any information
provided on this Website.
18.8 You acknowledge and agree that to the
extent that this Agreement relates to a Competition, a prospective
Competition or any Posting, this Agreement is intended also to be
for the benefit of the Competition Sponsor, the Competitors and
other Users, who are entitled to enforce the provisions of this
Agreement against You.
18.9 All notices, requests, demands, consents,
approvals, offers, agreements or other communications given by You
to RAMPIT must be emailed to RAMPIT at support@rampit.com
18.10 In the interpretation of this Agreement,
unless the contrary intention appears:
- the words 'includes' or 'including' mean 'includes without
limitation' or 'including without limitation';
- a reference to a 'person' or 'entity' includes a reference to an
individual, group of individuals, corporation, firm, association
or other entity;
- the singular includes the plural and vice versa;
- an agreement, representation or warranty made by two or more
persons is made by them jointly and by each of them severally;
and headings are inserted for convenience only and do not affect
the interpretation of this Agreement.
18.11 This Competition is a skills-based
challenge to resolve bona fide requirements and not, for
clarity, any game(s) of chance.