Terms of Submission

 

1. Agreement to Terms: By participating in North Forge’s Open Innovation Challenge (the “Contest”), on its website: WeAreTheSolution.ca (the “Site”) or otherwise, you agree to be fully unconditionally bound by these Terms, and you represent and warrant that you meet the eligibility and submission requirements set forth herein. In addition, you agree to accept the decisions of 7298375 Manitoba Association Inc. o/a North Forge (“North Forge”) as final and binding as it relates to the Contest and all matters arising in connection therefrom. This Contest is subject to all applicable federal, provincial and local laws.

2. Eligibility Requirements:

(a) Contestants must be 16 years and older; and

(b) This contest is only open to legal residents of Manitoba.
(collectively, the “Eligibility Requirements”)

3. Entering the Contest: To participate in the Contest, contestants who meet the Eligibility Requirements (“Contestants” and each a “Contestant” and from time to time referred to as “you”) must each, or as a group of not more than ten (10) Contestants, submit one (1) original solution which complies with the Submission Requirements (as defined below) between Friday, November 24, 2017 at 9:00 AM (CST) and Thursday, February 22, 2018 at 4:00 PM (CST) (the “Contest Period”). Late submissions will not be considered. Each Contestant who enters the Contest during the Contest Period and complies with the Submission Requirements shall be eligible to win the Award described herein. Any submission that does not comply with these Terms may be disqualified at the sole discretion of North Forge. North Forge reserves the right to disqualify any Contestant who uses fraudulent methods, attempts to tamper with the Contest in any way or otherwise attempts to circumvent the Terms at its sole discretion. North Forge shall not be responsible for Submissions which are not received by North Forge for any reason whatsoever. No consideration or fee is required to enter the Contest. By entering a Contest, you hereby represent and warrant that you have reviewed the posting for the Contest on the Site.

4. Submission Requirements:
(a) each Contestant must sign and submit North Forge’s form of Image Consent and Release; the Solution must be original and the Contestant must own all rights thereto including intellectual property rights worldwide related thereto;
(b) the Solution must be uploaded through the Site as a Word or PDF file;
(c) the Solution must not include inappropriate or offensive content; and
(d) a Solution that is an active businesses will be considered, provided that the Solution comes from a registered Manitoba business which has a corporate head office in the Province of Manitoba.

5. Finalist Award: North Forge may, in its sole discretion, award up to three (3) finalist awards to a Contestant or Contestants, a description of which will be posted on the Site by North Forge (the “Finalist Award”). The Finalist Award is non-transferable and cannot be redeemed for cash. The approximate cash value of the Finalist Award is posted on the Site and may be divided among the finalists however, at its soles discretion, North Forge determines. Please review the Finalist Award carefully before entering the contest, as there will be no substitutions, unless otherwise noted. Contestants shall be responsible for ensuring that they are able to comply with any timing restrictions related to the Finalist Award. North Forge reserves the right to, in its sole discretion, not select a Contestant or Contestants as a finalist or finalists and/or not award the Finalist Award to any Contestant or Contestants.

6. First Place Award: North Forge may, in its sole discretion, award one (1) first place award to a Contestant (or Contestants if the winning Solution was submitted by a group), a description of which will be posted on the Site by North Forge (the “Award”). The Award is non-transferable and cannot be redeemed for cash. The approximate cash value of the Award is posted on the Site. Please review the Award carefully before entering the contest, as there will be no substitutions, unless otherwise noted. Contestants shall be responsible for ensuring that they are able to comply with any timing restrictions related to the Award. North Forge reserves the right to, in its sole discretion, not select a Contestant or Contestants as a finalist or finalists and/or not award the Award to any Contestant or Contestants.

7. Odds of Winning: The odds of winning the Contest depend on the total number of Solutions submitted and shall likely be equal to one divided by the total number of Solutions submitted. However, North Forge reserves the right to not award any awards if North Forge or any of North Forge’s representatives determine, in their sole discretion, that no viable solutions have been submitted.

8. Selection of Finalists: North Forge may select up to three (3) Solutions from all of the Solutions submitted to the Contest by eligible Contestants, in its sole discretion, based on a review of all eligible submissions, to receive the Finalist Award (the “Finalist(s)”). The selection may be made following completion of the Contest Period. The Finalist(s), if selected, shall be notified at the email address, or by such other contact information, provided in the submission form. North Forge shall have no liability for the Finalist(s)’s failure to receive notices due to the Finalist(s)’s spam, junk e-mail, absence or inaccessibility of voicemail, or other security settings or for the Finalist(s)’s provision of incorrect or otherwise non-functioning contact information. If the Finalist(s) cannot be contacted, is ineligible or fails to claim the Finalist Award within two (2) business days from the time notification was sent by North Forge, then the opportunity may be forfeited (at the sole option of North Forge) and an alternate finalist selected (the “Alternate Finalist”). Each Finalist must: (i) complete and execute a declaration and release in favour of North Forge; (ii) correctly answer, unaided, a mathematical skill-testing question; (iii) if required, complete and return additional forms and/or a background check for the Finalist(s) and anyone travelling with the Finalist(s); (iv) confirm that they are able to take part in any time restrictions relating to the Finalist Award; (v) if required, confirm that they (any anyone travelling with them) have a valid passport; all within seven (7) days from notification to the potential finalist by North Forge.
The receipt by the Finalist(s) or the Alternate Finalist(s) of the Finalist Award is conditional upon compliance with any and all federal and provincial laws and regulations. Any violation of these official Terms by any finalist (at North Forge’s sole discretion) will result in such finalists’ disqualification and all privileges as a winner will be immediately terminated.

9. Selection of Winner: North Forge may select one (1) Solution from all of the Solutions submitted to the Contest by eligible Contestants, in its sole discretion, based on a review of all eligible submissions, to receive the Award (the “Winner”). The selection may be made following completion of the Contest Period. The Winner, if selected, shall be notified at the email address, or by such other contact information, provided in the submission form. North Forge shall have no liability for the Winner’s failure to receive notices due to the Winner’s spam, junk e-mail, absence or inaccessibility of voicemail, or other security settings or for the Winner’s provision of incorrect or otherwise non-functioning contact information. If the Winner cannot be contacted, is ineligible or fails to claim the Award within two (2) business days days from the time notification was sent by North Forge, then the opportunity may be forfeited (at the sole option of North Forge) and an alternate winner selected (the “Alternate Winner”). Each winning Contestant must: (i) complete and execute a declaration and release in favour of North Forge; (ii) correctly answer, unaided, a mathematical skill-testing question; (iii) if required, complete and return additional forms and/or a background check for the Winner and anyone travelling with the Winner; (iv) confirm that they are able to take part in any time restrictions relating to the Award; (v) if required, confirm that they (any anyone travelling with them) have a valid passport; all within seven (7) days from notification to the potential winner by North Forge.

The receipt by the Winner or the Alternate Winner of the Award is conditional upon compliance with any and all federal and provincial laws and regulations. Any violation of these official Terms by any winner (at North Forge’s sole discretion) will result in such winner’s disqualification and all privileges as a winner will be immediately terminated.

10. Rights Granted by you: By participating in this Contest you understand that North Forge, anyone acting on behalf of North Forge, or its respective licensees, successors and assigns will have the right, where permitted by law, without any further notice, review or consent to print, publish, broadcast, distribute, and use, worldwide in any media now known or hereafter in perpetuity and throughout the World, your entry (subject to Section 9 hereof), including, without limitation, the Solution and the Contestant’s name, portrait, picture, voice, likeness, image or statements about the Contest as news, publicity or information and for trade, advertising, public relations and promotional purposes without any further compensation.

11. Intellectual Property Rights: By participating in this Contest, you retain ownership of any copyright you claim to your submitted Solution. However, by submitting your Solution, you automatically hereby grant North Forge a royalty-free, fully-paid, perpetual, irrevocable, non-exclusive, transferable, worldwide, sublicensable (through multiple tiers) right and licence in and to any and all intellectual property, including but not limited to the Solution, any copyright, trademark, publicity and database rights and all intellectual property related thereto, submitted in connection with the Contest (collectively, the “Submission”) and all intellectual property rights related thereto, whether registered or not (the “Intellectual Property Rights”), for the duration of the Contest plus such length of time following completion of the Contest as may be required to provide the Award and/or Finalist Award to the Winner and/or Finalist and a reasonable period of time thereafter (the “Licence”), to use the Submission solely for the purposes of this Contest. In connection with the Licence, you also hereby irrevocably waive all moral rights in and to the Submission and the Intellectual Property Rights for the duration of the Licence. North Forge shall be free to use any ideas, concepts, know-how or techniques contained in such Submission for any purposes whatsoever, including but not limited to, research, development, manufacturing and marketing of products and services and other items incorporating such ideas, concepts, know-how and techniques. You agree that North Forge can grant sublicences with respect to the Submission. You represent and warrant that you have the right to grant the Licence.

12. Terms: North Forge reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Contest should (in its sole discretion) a virus, bugs, technological failure, non-authorized human intervention, fraud or other causes beyond its control corrupt or affect the administration, security, fairness or proper conduct of the Contest. In such case, North Forge may select the Winner and Finalist(s) from all eligible submissions received prior to and/or after (if appropriate) the action taken by North Forge. North Forge reserves the right at its sole discretion to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Contest or website or violates these Terms.

North Forge has the right, in its sole discretion, to maintain the integrity of the Contest, to void entries for any reason. Any attempt by an entrant to deliberately damage any website or undermine the legitimate operation of the Contest may be a violation of criminal and civil laws and should such an attempt be made, North Forge reserves the right to seek damages from any such person to the fullest extent permitted by law.

13. Limitation of Liability: By participating in the Contest you agree to release and hold harmless North Forge and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers and directors from any liability, illness, injury, death, loss, litigation, claim or damage whatsoever that may occur, directly or indirectly, whether caused by negligence or not, from, relating to or in connection with: (i) such Contestants’ participation in the Contest and/or his/her acceptance, possession, use, or misuse of any Award or any portion thereof, (ii) technical failures of any kind, including but not limited to the malfunctioning of any computer, cable, network, hardware or software; (iii) the unavailability or inaccessibility of any transmissions or telephone or Internet service; (iv) unauthorized human intervention in any part of the entry process or the Contest; or (v) electronic or human error which may occur in the administration of the Contest or the processing of entries.

YOU AGREE TO INDEMNIFY NORTH FORGE FOR ALL CLAIMS BROUGHT BY A THIRD PARTY AGAINST NORTH FORGE ARISING OUT OF YOUR SUBMISSION, INCLUDING ANY CLAIM IN RESPECT OF INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR A CLAIM ARISING OUT OF OR IN CONNECTION WITH A BREACH OF ANY OF THE ABOVE REPRESENTATIONS AND WARRANTIES. NORTH FORGE TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY SUBMISSIONS SUBMITTED BY YOU OR ANY THIRD PARTY.

You hereby acknowledge and agree that any Submission you choose to submit or share with other Contestants will be considered non-confidential. North Forge shall not be liable for the disclosure or use of such Submission. If, at North Forge’s request, you send any intellectual property to improve the Submission, North Forge will also consider such content to be non-confidential, and North Forge will not be liable for the use or disclosure of the Submission or any intellectual property related thereto. Any communication by you to North Forge is subject to these Terms.

14. Disputes: THIS CONTEST IS GOVERNED BY THE LAWS OF CANADA AND MANITOBA, WITHOUT RESPECT TO CONFLICT OF LAW DOCTRINES. As a condition of participating in this Contest, Contestants agree that any and all disputes which cannot be resolved between the parties, and causes of action arising out of or connected with this Contest, shall be resolved individually, without resort to any form of class action, exclusively before a court located in Manitoba having jurisdiction. Further, in any such dispute, under no circumstances will Contestant be permitted to obtain awards for, and hereby waives all rights to claim punitive, incidental, or consequential damages, including reasonable attorneys’ fees, and Contestant further waives all rights to have damages multiplied or increased.