The Mobile Experience Innovation Centre
MEIC Mobile
App Camp - Terms For Participation
This Agreement ("Agreement") outlines the terms by
which The Mobile Experience Innovation Centre (�MEIC�), a body corporate existing under the laws of Canada and
having a place of business at 7311A, 205 Richmond St. West, Toronto, ON M5V 1V3,
offers the undersigned ("Participant")
an opportunity to participate in the MEIC Mobile App Camp ("Camp") planned to take place August 24 - 26, 2012 at 25
Dockside Place, Toronto, Ontario at which certain media and technology
organizations, such as for example Microsoft Canada Co. , Corus Entertainment
Inc. and Rogers Media Inc. (collectively the "Brands" herein) will provide in their discretion the ability
of certain of the participants at the Camp (collectively "Campers") to utilize certain
content and perhaps technology assets solely for the purpose of the Campers
seeking to create new non-commercial mobile product concepts ("Concepts") for and during the Camp
and which will be assessed as part of the Camp.
In consideration of being
permitted to participate in the Camp the Participant agrees to the following
terms and conditions.
1.
As a condition of
participation in and attendance at the Camp, Participant shall abide by such
rules and regulations as MEIC may provide for the Camp from time to time.
2.
Participant is
entering into this agreement on a voluntary basis with no expectation of any
form of compensation whatsoever other than what is expressly provided for in
this agreement. Participant acknowledge that by becoming part of the Camp, MEIC
and or the Brands are providing Participant, without charge, access to certain
Content (defined below) for the limited purpose of participating in the Camp
and that MEIC and the Brands have not made any other promises whether express
or implied regarding any other form of compensation for Participant's
participation in the Camp.
3.
Participant
acknowledges and agrees that there is no promise that commercial discussions
concerning Participant's Concepts will occur between Participant and any Brand
or with other campers and that all efforts in respect of the initiation or
conduct of any such commercial discussions are the responsibility of
Participant.
4.
Participant's
participation in the Camp and the grant of certain limited licenses by the
Brands to Participant herein, may be terminated by MEIC at any time, for any
reason or for no reason, in MEIC�s sole and absolute discretion. MEIC may, at any time and for any reason
or for no reason, terminate Participant's participation in the Camp.
5.
Any content or
technology ("Content")
provided to Participant by any of the Brands shall remain the sole and
exclusive property (including all intellectual property) of the said Brand and
the use by Participant thereto shall be subject to the terms and conditions of
any license provided by said Brand or failing such a license shall be provided
for use only for the non-commercial purposes of the Camp and must be removed or
destroyed after the conclusion of the Camp. Nothing
in this Agreement shall transfer to Participant any ownership or other right,
title or interest in or to any copyright, trademark, trade name or any other
intellectual property right in or to the Content.
6.
Participant may
not make any public announcement of the provision or use of any Content to it by
any Brand and may not use any trademarks, trade names logo or other intellectual
property right of the Brands in any manner unless expressly authorized by the
applicable Brand.
7.
Participant shall
not make any false or misleading statements, privately or publicly, pertaining
to the Camp, other Campers, MEIC, the Brands or Sponsors or their
representatives, employees or officers.
8.
PARTICIPANT
ACKNOWLEDGES THAT THE CONTENT MAY WELL CONTAIN ERRORS AND DEFECTS AND THAT THE
CONTENT ARE PROVIDED �AS-IS", "WITH ALL FAULTS" AND WITHOUT ANY
EXPRESS OR IMPLIED REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND INCLUDING
ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY,
MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE.
9.
There may be
representatives of sponsors (which may include business, legal, finance and
other professional advisors and others) ("Sponsors") at the Camp which together
with the representatives of the Brands may, in their discretion, provide
observations or comments to one or more of the Campers in respect of the said
Camper's Concepts ("Suggestions"). Except as provided in a confidentiality
agreement with such Brands or Sponsors the Participant may be free to use such
Suggestions for the purposes of the Camp. PARTICIPANT ACKNOWLEDGES THAT THE
SUGGESTIONS MAY BE INCOMPLETE, MAY CONTAIN ERRORS AND THAT ANY SUGGESTIONS ARE
PROVIDED �AS-IS", "WITH ALL FAULTS" AND WITHOUT ANY EXPRESS OR
IMPLIED REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND INCLUDING ANY
REPRESENTATIONS, WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY,
MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE.
10.
Participant
agrees to respect the property, intellectual property and rights of other
Campers, MEIC, the Brands and the Sponsors.
11.
Participant shall
be solely responsible to identify and take applicable steps to protect any
rights, including without limitation, any intellectual property rights in its
Concepts. Where Participant chooses
to work collaboratively with other Campers it shall be Participant's
responsibility to define clearly the respective rights and obligations and
division of work, resources, effort and otherwise between Participant and such
other Camper(s).
12.
Nothing requires
the Participant to bring any invention to the Camp or to share to disclose to
others any invention it may make at the Camp. Where Participant may bring or
make any invention to the Camp it shall be Participant's responsibility to
address the applicable need for secrecy of any such invention and to take such steps as Participant may need in order to protect its rights
in any such invention. MEIC, the
Brands and any Sponsors do not represent that the information exchanged at the
Camp may be private or confidential nor that rights in any inventions for which
patent applications have not been filed will not be prejudiced by the sharing
of any such invention.
13.
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, MEIC, THE BRANDS AND THE SPONSORS AND THEIR RESPECTIVE
REPRESENTATIVES, DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS SHALL NOT BE
LIABLE TO PARTICIPANT OR ANYONE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING WITH RESPECT TO THIS
AGREEMENT, THE CONTENT OR ANY SUGGESTIONS PROVIDED HEREUNDER, OR THE CAMP,
WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR
NOT PARTICIPANT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
14.
IN NO EVENT SHALL
MEIC, THE BRANDS AND THE SPONSORS AND THEIR RESPECTIVE REPRESENTATIVES,
DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS TOTAL AGGREGATE LIABILITY TO
PARTICIPANT UNDER THIS AGREEMENT, OR ARISING FROM ANY USE OF THE CONTENT OR
SUGGESTIONS OR THE CAMP EXCEED FIVE HUNDRED DOLLARS ($500.00).
15.
MEIC shall in its
discretion provide a process to evaluate the Concepts and may provide certain
recognition for Concepts it or the brands may consider worthy in accordance
with such rules and regulations as MEIC may provide for the Camp from time to
time.
16. Participant hereby
authorize MEIC to photograph and record (on film, digitally or otherwise), the
Participant at the Camp and in respect of the provision of any recognition for
any Campers; to edit the same at its sole discretion and to include it with the
images or activities of others and with sound effects, special effects and
music; to incorporate the same into one or more audio-video productions or
other programs; to use and to license others to use such recordings and
photographs in any manner or media whatsoever, including without limitation
unrestricted use for purposes of publicity, advertising and sales promotion;
and to use Participant�s name, image, likeness, voice, biography or other
information concerning Participant or Participant�s organization or any
individual representative of Participant in connection with the Camp, promotion
of the Camp or promotion of the activities of MEIC. Participant further
acknowledges that the MEIC owns all rights to such images and photographs without
any right for compensation or consideration. Participant hereby waives any
right to inspect and/or approve the advertising copy or promotion that may be
used in connection therewith.
17.
This Agreement
shall take effect on the Effective Date and shall continue until the completion
of the Camp, unless terminated.
18.
Any personal
information collected by MEIC by registration for or participation at the Camp
shall be collected, used, retained and disclosed for the purposes of managing
the Camp, enforcement of the rules and regulations, promoting MEIC and the
Camp, providing follow-up up on Camp participation and recognition arising from
the Camp and as otherwise provided in MEIC's privacy policy a copy of which may
be viewed at: www.meic.ca.
19.
Participant
hereby releases and forever discharges MEIC and the Brands and their respective
affiliates, officers, directors, employees, and agents from any and all
liability and any and all claims, damages, recourses, costs, expenses, actions
and causes of action, demands, suits, debts, dues, accounts (including without
limitation any and all claims for invasion of privacy, defamation or right of
publicity) of every nature and kind whatsoever, whether arising out of or in any
way related to or connected to Participant�s participation in the Camp, that
Participant has or may in the future have.
20.
This Agreement
shall be is governed by, and will be construed under, the Laws in force in the
Province of Ontario without regard to choice of law principles. The application
of the United Nations Convention on Contracts for the International Sale of
Goods is expressly excluded.
21.
The provisions of
Sections 2, 4, 5, 6, 7, 8, 9, 10, 11,
12, 14 18 and 19 shall continue in full force and effect even after the
CAMP has been completed and/or Participant's participation in the Camp has been
terminated.
I hereby acknowledge that I
have read and understand the foregoing Agreement and agree that I am
acknowledging my agreement to be bound by the terms and conditions of this
Agreement. In witness whereof Participant have duly executed this Agreement by their hereunto duly authorized officers as of this ____ day
of ______, 2012 (the "Effective
Date").
By:
________________________
Name:______________________
Title:________________________
Address:_____________________
Phone
Number: _______________
Email
Address:________________
[Witness]
By: ________________________
Name:
Date: