EDMUNDS UNINTENDED ACCELERATION CONTEST
CONTEST TERMS AND CONDITIONS
By making a Submission (as defined below), you agree to be bound by these Contest Terms and Conditions, the Contest Overview and the Release Agreement and Declaration (both incorporated by reference herein), and by the decisions made by us or the judges in all matters relating to the Contest (collectively, the "Official Rules"). If a Submission is made by a team, as used in the Official Rules "you" and "your" may (as the context requires) refer to your team as a whole, as well as the team leader and each team member individually. Capitalized terms not defined in these Contest Terms and Conditions are defined in the Contest Overview. For residents of certain countries, special rules apply as set forth in Section L.
Safety first! Safety should always be your most important consideration. Unless you know what you are doing, and proceed with safety in mind throughout the process, you or other people could be injured or killed. IF YOU ARE NOT SURE SOMETHING YOU ARE PLANNING IS SAFE, OR IF YOU DO NOT HAVE THE NECESSARY EQUIPMENT OR EXPERIENCE, DO NOT DO IT! You may not use any unsafe practices at any time in participating in the Contest, including in any testing. In particular, in developing a Submission and in conducting any tests relating to that Submission, you may not attempt to recreate sudden acceleration on any public road or street or in any manner that puts the safety of other people or property at risk. ALL TESTING MUST BE CONDUCTED AT SAFE TESTING FACILITIES, USING APPROPRIATE PERSONNEL AND EQUIPMENT, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. You will be required to certify your compliance with safe practices in your Submission, and any unsafe practices could result in disqualification and could subject you to civil or criminal liability.
- SUBMISSION DETAILS. To be considered, your Submission must be received either (i) by email (including attachments) sent to UA -at- Edmunds.com, or (ii) or by U.S. mail or overnight delivery service, sent to Attention: Unintended Acceleration Contest, Edmunds.com, Inc., 1620 26th Street, Suite 400 South, Santa Monica, CA 90404 to be received no later than 5:00 p.m. Pacific Time on December 31, 2010, and must include a fully completed Release Agreement and Declaration (which, if submitted by a team, must be signed by all team members), the Summary, the Test Protocol and the Test Results (all as described more fully in the Contest Overview). Submissions made in any other manner will not be accepted. There is no limit on the number of Submissions you can make; however, each Submission must include a different novel and plausible cause of unintended acceleration.
- VERIFICATION/AUDIT; PARTICIPANT COOPERATION. Any Submission that we determine, in our sole discretion, is incomplete, untimely or otherwise does not comply with the Official Rules may be disqualified and disregarded. Submission of false or inaccurate information and/or failure to comply with the Official Rules may result in disqualification. All activities relating to participation in the Contest and material submitted are subject to verification and/or auditing for compliance with the Official Rules, and you agree to cooperate with us concerning verification and/or auditing and to provide your social security number upon request, and you consent to us conducting a background check on you. Our inability to contact you at any time after reasonable efforts based solely on the contact information in your Submission may, in our sole discretion, result in the disqualification of your or your team's Submission.
- PRIZE AWARD. Winner(s) will be notified by email, telephone or U.S. mail on or before May 16, 2011. As set forth in the Contest Overview, if there are multiple Winners, each demonstrating a different cause, as we determine in our sole discretion, the Prize will be divided among each of those Winners on an equal basis. The Prize will be paid in U.S. Dollars and in a lump sum four to six weeks after we announce the Winner(s). If any Winner is a team, its share of the Prize will be paid to the team leader named in the Submission, who will have sole responsibility for the division among team members and affiliated organizations. We recommend teams determine ahead of time how any the Prize would be shared among team members. The Prize should be retained by Winner(s) only in conformity with any applicable policies of employers or academic institutions, and we assume no responsibility for the enforcement or scope of such policies. We reserve the right to not award the Prize if, in our sole discretion, we do not receive any Submissions that demonstrate a novel and plausible cause of unintended acceleration in a consumer vehicle in accordance with the Official Rules.
- TAX CONSEQUENCES ASSOCIATED WITH PRIZE AWARD. Acceptance of the Prize may have tax consequences. You should consult with your tax advisors prior to your acceptance of the Prize to understand the consequences of accepting a Prize. All federal, provincial, state, local and other taxes (including any income and withholding taxes) are the sole responsibilities of the person(s) receiving the Prize. We will issue Contest-related tax reporting as required by applicable laws and regulations. Winners agree to self-report to applicable local taxing authorities as required by local laws. As beneficiaries of U.S.-sourced promotional consideration, U.S. and foreign Winners will be required to complete applicable U.S. tax withholding-related documentation and, if necessary, provide proof of foreign status.
- INTELLECTUAL PROPERTY; LICENSES. Except for materials and ideas that you have the right to use for purposes of the Submission, all of the materials and ideas in your Submission must be original with you or the members of your team that are listed in your Submission; and such materials and ideas must not violate any contractual or other rights, or infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights, of any person or entity. If your Submission contains any intellectual property that is not owned by you, and/or which is subject to the rights of third parties, you are responsible for obtaining, prior to making your submission, any and all releases and consents necessary to permit the use of your Submission by us in the manner set forth in the Official Rules, including, for example, name and likeness permissions from any person who appears in or is identifiable in your Submission. We reserve the right at any time to request that you provide proof of these permissions in a form acceptable to us; if requested, failure to provide such proof may disqualify your Submission. We will not be responsible for protecting any intellectual property disclosed in your Submission. If you are a Winner, you agree to make yourself available (and to allow motion picture, still pictures and/or sound or other recordings) as reasonably requested by us in our discretion for (i) an interview of you, and/or (ii) other publicity concerning the Contest and/or your Submission. We may retain or destroy Submissions in our discretion and are not obligated to return or acknowledge any Submission. Participants will grant an irrevocable, perpetual, royalty free, fully paid up, worldwide non-exclusive right and license to Edmunds (and other persons as Edmunds may designate) (i) to use any copyrights, patents or other intellectual property rights that form the basis of your Submission for the purpose of reviewing, assessing, testing or otherwise analyzing your Submission in connection with the Contest, and (ii) to the extent permitted by law, to edit, copy, distribute, transmit, publish, publicly display or perform, reproduce, translate or reformat and exploit, in any and all media, now known and hereafter devised, any and all elements of your Submission and any motion picture, any still pictures and/or sound or other recordings made in accordance with the Contest (and/or such summary or description thereof as we may create or cause to be created), and/or your and/or your team's name(s), picture(s), voice(s), likeness(es) and biographical facts, in connection with Contest-related advertising, promotion, publicity and articles, and content published by Edmunds, all without further compensation, notification or permission. In addition, to the extent permitted by law, you irrevocably waive all moral rights in the licensed materials. We will not be under any obligation to undertake any publicity or to use any of your Submission or other licensed materials.
- NO RESPONSIBILITY FOR TECHNICAL ISSUES. You are solely responsible for the timely delivery of your Submission. To the extent permitted by law, Edmunds and its parents, subsidiaries, affiliates, divisions, partners, agents, consultants, advisors, contractors, licensees, assigns and advertising and promotion agencies; the foregoing entities' officers, directors, shareholders, employees, representatives, agents; and all others associated with the development or execution of the Contest (collectively, the "Contest Parties") are not responsible and will have no liability (i) for lost, late, incomplete, stolen, misdirected, undelivered, delayed, inaccurate, garbled or illegible Submissions, materials or mail; or for any computer, telephone, cable, network, satellite, electronic or Internet hardware or software malfunctions, failures, connections, or availability, or for garbled or jumbled transmissions, or for service provider/Internet/website accessibility or availability, traffic congestion, or unauthorized human intervention, or for inaccurate capture of any information, or the failure to capture any such information or for any other error or failure of any kind in connection with or relating to the Contest, whether caused by any human, typographical, printing, mechanical, computer (such as tampering or hacking) or other means, including, without limitation, errors or failures that may occur in connection with the administration of the Contest, the processing or review of Submissions, the announcement of the Prize or in any Contest-related materials (nor are we obligated to advise you of any lost, late, incomplete, stolen, misdirected, undelivered, delayed, inaccurate, garbled or illegible Submissions, materials or mail, or the occurrence of any of such events, even if we become aware of them); or (ii) for injury or damage to any person's computer related to or resulting from participating in the Contest or downloading materials from or use of our website. Persons who tamper with or abuse any aspect of the Contest or our website, who act in an unsportsmanlike or disruptive manner or who are in violation of the Official Rules, as we determine in our sole discretion, will be disqualified and all associated Submissions will be void. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OUR WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES (INCLUDING ATTORNEYS' FEES) FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
- OFFICIAL RULES AMENDMENT AND INTERPRETATION; DECISIONS FINAL AND BINDING. We reserve the right in our sole discretion any time and for any reason (i) to suspend, modify or terminate the Contest, (ii) to amend or to interpret the Official Rules or official Contest communications and any element or elements arising under or relating to the Contest any time, and (iii) to waive compliance with any of the Official Rules or requirements in the Official Rules for any Submission or Submissions. In all cases, we will endeavor to remain true to the spirit of the Contest. You shall be deemed to have notice of any such amendments or interpretations upon publication of the same on our website and shall be deemed to have accepted such amendments or interpretations by virtue of your continuing participation in the Contest. Disqualification of one member of a team may, as determined in our sole discretion, result in disqualification of all team members and the team's Submission. We reserve the right to make all decisions, in our sole discretion, arising out of or relating to instances of suspected violations, abuse, fraud, error or anomalies in the operation of the Contest, or the time of receipt of any Submission. All decision made by us and the judges with respect to the Contest or any Submission in good faith will be final and binding.
- REMEDIAL PROCESS. Any and all disputes, claims, and causes of action arising out of or connected with the Contest, or any benefits received, or the administration of the Contest (each a "Contest Claim") must be initiated by sending a notice to us (via certified mail to at 1620 26th Street, Suite 400 South, Santa Monica, CA 90404, Attn: General Counsel) not later than 60 days after the publication of the results of the Contest. Our formal response and decision shall be final and binding, absent clear and convincing evidence that we acted in bad faith. Our decision in a particular matter shall not bind us as to decisions or adjudications of similar future matters, if there is a rational basis for distinguishing the facts or circumstances. If the holder of any Contest Claim does not accept our decision, its sole and exclusive recourse will be an individual (and not a class action) arbitration, to take place in Los Angeles County, California pursuant to the then effective rules of JAMS, which must be commenced within one (1) year of the publication of the results of the Contest. UNLESS MANDATED BY LAW, NO PERSON WILL HAVE THE RIGHT TO LITIGATE ANY CONTEST CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. The sole question before the arbitrator will be whether there is clear and convincing evidence that we acted in bad faith. The arbitrator will not have the authority to award any damages other than actual out-of-pocket costs incurred, including costs associated with participating in the Contest, and in no event shall any person be entitled to receive punitive, incidental and consequential damages and any other damages, or to have damages multiplied or otherwise increased as a result of any Contest Claim. Furthermore, claims brought by either party against the other may not be joined or consolidated in arbitration with Claims brought by or against any third party, unless agreed to in writing by all parties. NEITHER SPONSOR NOR ENTRANT WILL HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER PERSONS SIMILARLY SITUATED, OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
- RELEASE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, THE CONTEST PARTIES WILL NOT BE LIABLE, AND ARE NOT RESPONSIBLE, FOR DAMAGES OF ANY KIND RELATED TO YOUR PARTICIPATION OR INABILITY TO PARTICIPATE IN THE CONTEST OR ANY CONTEST-RELATED ACTIVITY (INCLUDING (I) ANY INJURY OR HARM TO PROPERTY, TO YOU, OR TO ANY OTHER PERSON RESULTING FROM ANY OF YOUR RESEARCH OR TESTING (INCLUDING, BUT NOT LIMITED TO, RIGHTS OF PRIVACY AND PUBLICITY, INFRINGEMENT OF RIGHTS, DEFAMATION, OR FALSE LIGHT), AND (IF APPLICABLE) (II) ANY MATTER RELATING TO THE MANNER IN WHICH ANY TEAM WAS OR IS FORMED, CONSTITUTED OR MANAGED; ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY ANY MEMBER OF ANY TEAM; AND THE DISTRIBUTION OF THE PRIZE OR ANY PORTION THEREOF AMONG MEMBERS OF THE TEAM OR PERSONS CLAIMING TO BE MEMBERS OF THE TEAM), REGARDLESS OF (A) WHETHER CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY CONTEST PARTY OR ANYONE ELSE, OR (B) WHETHER THE DAMAGES, IN WHOLE OR IN PART, ARE DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL (ALL OF THE FORGOING BEING COLLECTIVELY REFERRED TO AS "DAMAGES"). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY UNDER CIRCUMSTANCES WHERE PROHIBITED BY LAW. To the maximum extent permitted by law, you agree that you will never sue any of the Contest Parties or bring any arbitration or other claim against any of them to the extent the subject or basis of such suit, arbitration or claim is covered by this release.
- INDEMNITY. You agree to defend, indemnify and hold harmless the Contest Parties from and against any actions, claims and/or liability or responsibility for injury, loss or damage of any kind (including any for the violation or infringement of any proprietary or personal right of any person, and any personal injury, death and/or property damage) arising out of or resulting from, in whole or in part, directly or indirectly, (i) your and/or your team's participation in the Contest, including any violation by you or your team of the Official Rules, or any breach or alleged breach by you or your team of any of the representations, warranties or covenants made in the Submission, (ii) the materials and ideas that constitute your Submission and any use thereof by us or you (or any rights therein), (iii) our use, acceptance, possession or exploitation of your Submission or the rights granted to us, (iv) your use, acceptance or possession of the Prize or any part thereof, or (v) any matter as to which you or your team has released us.
- JURISDICTION. All Submission information and Submissions shall be deemed collected and judged in the United States. All applicable federal, state and local laws and regulations apply. Except where prohibited, all issues and questions concerning the construction, validity, interpretation and enforceability of these Rules, or your rights and obligations in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the United States of America and the State of California, without regard for conflicts of law doctrine of any jurisdiction, and all disputes will be exclusively resolved in Los Angeles County, California, United States.
- SPECIAL RULES IN CERTAIN COUNTRIES: Notwithstanding anything else in the Official Rules or the Release Agreement and Declaration, the following special rules will apply to residents of the following countries:
FOR RESIDENTS OF BRAZIL: Brazilian law will not apply to the Contest.
FOR RESIDENTS OF THE UNITED KINGDOM: IF YOU ARE A RESIDENT OF THE UNITED KINGDOM, THEN THE LIABILITY OF THE CONTEST PARTIES WILL NOT BE RESTRICTED BY THE RELEASES IN THE OFFICIAL RULES OR THE RELEASE AGREEMENT AND DECLARATION TO THE EXTENT THAT DAMAGES ARE THE FORESEEABLE RESULT OF MATTERS WITHIN THE CONTEST PARTIES' REASONABLE CONTROL AND ARE THE DIRECT CONSEQUENCE OF NEGLIGENCE OR DEFAULT BY ANY OF THEM.
- SPONSOR. We are Edmunds.com, Inc., located at 1620 26th Street, Suite 400 South, Santa Monica, CA 90404, and we are the sponsor of the Contest.
To participate in the Contest, you (and each member of your team, if you are part of a team) must individually complete, sign and submit the Release Agreement and Declaration.