These Terms of Service (hereinafter "Agreement") are a contract between you and COTTON WARS, LLC ("COTTON WARS", “we”, “us” or “our”), and govern your use of the COTTON WARS Application (“COTTON WARS Application”), and related Servers, (hereinafter collectively the "Service"), your rights and obligations with respect to Content contained in the Service and that you place in the Service, including User Content and COTTON WARS Content, and associated Intellectual Property Rights thereto, as well as your creation of an account (hereinafter an "Account") for use in connection with the Service. By accessing or using the Service, you represent that you have read and do understand and agree to be bound by the terms of this Agreement, and that any representations you make by virtue of being party to this Agreement are accurate. This Agreement may be changed by COTTON WARS effective immediately by notifying you as provided in Section 31 below. By continuing to access or use the Service after the effective date of any such change, you agree to be bound by the modified Terms of Service. You represent that you have read and do understand and agree to be bound by the above statements, which are true and accurate. You represent that your participation in the Service and your acceptance of these terms of service are completely voluntary.
For purposes of this Agreement:
Age Requirements and Verification for COTTON WARS.
By accepting this Agreement in connection with an Account, you represent that you are at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, and you have the legal authority to enter into this Agreement. You further agree that as a condition to accessing COTTON WARS, you will submit to account verification as required by COTTON WARS, and provide only true and accurate identification documentation to COTTON WARS or its third party service providers to verify your age.
Establishing an Account
You must establish an Account with COTTON WARS to use the Service. You may not establish an account if you are currently suspended, terminated or prohibited from using the Service. You agree to provide accurate, current and complete information about yourself as prompted by the registration form ("Registration Data") and to use the account management tools provided to keep your Registration Data accurate, current and complete.
You must choose an account name to identify yourself to COTTON WARS in connection with your Account (your "Display Name"). You may not select as your Display Name any name that COTTON WARS determines may cause deception or confusion; may violate any trademark right, copyright, or other proprietary right or mislead other users regarding your identity or affiliation; or any name that COTTON WARS determines in its discretion to be vulgar, offensive, or otherwise inappropriate. COTTON WARS reserves the right to delete or change any Display Name that violates this paragraph, and will have no liability regarding the use or deletion of such Display Name.
Responsibility for Use of Account
You are responsible for all activities conducted through your Account. In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) that is connected with your Account, we may suspend or terminate your Account as described in Section 23. At the time your Account is opened, you must select a password for the Account. You are responsible for maintaining the confidentiality of this password and are responsible for any harm resulting from the disclosure, or authorization of the disclosure of any password by you or from any person's use of any password to gain access to your Account or Display Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. The disclosure of any password to any other person is at the risk of the password holder.
Modification of Service
COTTON WARS has the right to change and/or eliminate any aspect(s), features or functionality of the Service as it sees fit at any time without notice, and COTTON WARS makes no commitment, express or implied, to maintain or continue any aspect of the Service. You acknowledge that your use of the Service is subject to this risk and that you knowingly assume it and make your decisions to participate in the Service and contribute Content.
Compensation for Use of Designs
You are entitled to receive all amounts (“User Fees”) that any User pays for use of any Content you submit to the COTTON WARS Application, COTTON WARS shall pay the User Fees to you on a monthly basis, within thirty (30) days after COTTON WARS receives the User Fees.
User Responsibility for Accuracy of Information; Disclaimer of Responsibility for Conduct of Third Parties
Right of COTTON WARS to Refuse or Delete Content, Deny or Disable Access
You agree that COTTON WARS has and may exercise the right in its sole discretion to pre-screen, refuse, or delete any Content or services from the Service or disable any user's access to the Service without notice or liability to you or any other party, including upon our belief that such user's conduct, Content, services, or use of the Service is potentially illegal, threatening, or otherwise harmful to any user or other person or in violation of this Agreement, or other policies.
Policy on Intellectual Property Infringement
Intellectual property infringement on the Service is a violation of this Terms of Service, and you agree not to engage in such infringement. Further, it is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act and to terminate the accounts of repeat infringers in appropriate circumstances. COTTON WARS reserves the right to disable, delete or terminate, without notice, any user's Content or access to the Service if that user is determined by COTTON WARS to infringe or repeatedly infringe.
Interruption of Service
COTTON WARS may on occasion need to interrupt the Service with or without prior notice. You agree that COTTON WARS will not be liable for any interruption of the Service (whether intentional or not). Likewise, you agree that in the event of data loss, we will not be liable for any purported damage or harm arising therefrom. COTTON WARS owns the bits and bytes of electronic data stored on its Servers, and accordingly will not be liable for any deletion, corruption or data loss that occurs in connection with the Service. COTTON WARS will solely determine any disposition of the electronic data stored on its Servers and will have no obligation to reproduce, process, transfer, extract or recreate any data from its Servers. Our ownership of these bits and bytes of electronic data stored on our Servers does not limit or impair any Intellectual Property Rights you may have in your Content as set forth in Section 13 below.
Your Rights and Obligations with Respect to Your Content
The Service may provide you with the ability to upload, post, disclose, distribute or otherwise submit Content to the Service. Except as provided to the contrary by paragraph 7 herein, you retain any and all Intellectual Property Rights in Content you submit to the Service. You retain any and all Intellectual Property Rights you already hold under applicable law in Content you upload, publish, and submit to or through the Servers, Website, and other areas of the Service, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of other users or COTTON WARS in Content that you may use or modify. In connection with Content you upload, publish, or submit to any part of the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize COTTON WARS and users of the Service to use the Content in the manner contemplated by the Service and these Terms of Service. You grant certain Content licenses to COTTON WARS by submitting your Content to the Service. You agree that by uploading, publishing, or submitting any Content to or through the Servers, Website, or other areas of the Service, in addition to the rights you grant pursuant to paragraph 7 herein, you hereby automatically grant COTTON WARS a non-exclusive, worldwide, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, index, prepare derivative works of, display, and perform the Content solely for the purposes of providing and promoting the Service. You understand that this license enables COTTON WARS to display, distribute, promote, and improve the Service. You agree that the license includes the right to copy, analyze and use any of your Content as COTTON WARS may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the "Service Content License." You also acknowledge that the Service Content License granted to COTTON WARS with respect to your Content will survive the termination of your Account to permit COTTON WARS: (i) to retain server copies of particular instances of your Content, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section 13 for any other copies or instances of the same Content that you have not specifically deleted from the Service.
COTTON WARS's Intellectual Property Rights and Limited License Granted to You
COTTON WARS owns Intellectual Property Rights in and to the Service, except all User Content, including the COTTON WARS Software, the COTTON WARS Platform, the Servers, and the COTTON WARS Content, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the "COTTON WARS Marks"). You understand that such Intellectual Property Rights are apart from any rights you may have in Content you upload, publish or submit to the Service, as discussed above. You acknowledge and agree that COTTON WARS and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Content. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Content, and in and to the COTTON WARS Marks are reserved by COTTON WARS. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the COTTON WARS Marks. COTTON WARS hereby grants you a exclusive, non-transferable, non-sublicenseable, limited, revocable license to access and use the Service as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. Additional terms may apply to certain elements of the Service; these terms are available where such separate elements are made available on the Website. If there is any contradiction between any additional terms and these Terms of Service, then the additional terms shall take precedence only in relation to that particular element of the Service. Any use of the Service, including Content on the Service, other than as specifically authorized in this Agreement, without the prior written permission of COTTON WARS, is strictly prohibited and will terminate all licenses granted herein.
Your Obligations with Respect to the Intellectual Property Rights of Other Users
You agree that you will not upload, publish, or submit to any part of the Service any Content that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload, publish, or submit the Content and to grant COTTON WARS and users of the Service all of the license rights granted in this Agreement. You acknowledge that the Content of the Service is provided or made available to you under license from COTTON WARS and independent Content providers, including other users of the Service ("Content Providers"). You acknowledge and agree that except as expressly provided in this Agreement, the Intellectual Property Rights of COTTON WARS and other Content Providers in their respective Content are not licensed to you by your mere use of the Service. You must obtain from the applicable Content Providers any necessary license rights in Content that you desire to use or access. You agree that you will not copy, transfer, or distribute outside the Service any Content in a manner that infringes or violates any Intellectual Property Rights of COTTON WARS, other Content Providers, or any third parties. You copy and use Content at your own risk. You are solely responsible and liable for your use, reproduction, distribution, modification, display, or performance of any Content in violation of any Intellectual Property Rights. You agree that COTTON WARS will have no liability for, and you agree to defend, indemnify, and hold COTTON WARS harmless for, any claims, losses or damages arising out of or in connection with your use, reproduction, distribution, modification, display, or performance of any Content.
Required Conduct; Prohibited Conduct
You are wholly responsible for your own conduct in connection with your use of the Service and COTTON WARS is not responsible for your behavior and possessions or that of other users. You agree to (i) behave responsibly and engage in the Service only in a prudent and cautious manner; (ii) obey all applicable laws; and (iii) not engage in any type of conduct, which contributes to or causes injury or damage to any person.
In addition, while using the Service, you agree that you will not:
Any violation by you of the terms of this Section may result in immediate suspension or termination of your Account without any refund or other compensation.
“Releasees” shall include (i) COTTON WARS and its affiliates, (iii) the officers, trustees, agents and employees of COTTON WARS or its affiliates. You agree not to hold the Releasees liable for the Content, actions, or inactions of other users. As a condition of access to the Service, you release the Releasees from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with other users, including whether or not COTTON WARS becomes involved in any resolution or attempted resolution of the dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. You agree and understand that COTTON WARS does not control and is not responsible for information you provide to parties other than COTTON WARS. You will not hold the “Releasees responsible for any injury damage that you might incur in connection with the Service, even if the negligence of any of the Releasees caused or contributed to such injury or damages. You will not sue or seek damages from any of the Releasees in any form, and you hereby waive and release any and all claims against each of the Releasees for any injury or damage arising in any way out of your participation in the Service, even if the negligence of any of the Releasees caused or contributed to such injury or damages and you agree to indemnify, defend and hold each Releasee harmless from any such claims. You recognize that this release means you are giving up, among other things, rights to sue the Releasees for injuries, damages or losses you may incur.
Disclaimer of Warranties
COTTON WARS PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE COTTON WARS APPLICATION, SOFTWARE, THE SERVERS AND YOUR ACCOUNT STRICTLY ON AN "AS IS" BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR CONTENT OR ANY EXPENDITURE ON YOUR PART, COTTON WARS AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON COTTON WARS'S SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. COTTON WARS does not ensure continuous, uninterrupted, error-free, secure or virus-free operation of the Service, the COTTON WARS Software, the Servers or your Account, and you understand that you shall not be entitled to refunds or other compensation based on COTTON WARS's failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you. You acknowledge that COTTON WARS does not make and does expressly disclaim any representations or warranties about the other users or the safety of participating in the Service.
Limitation of Liability
IN NO EVENT SHALL COTTON WARS OR ANY OF ITS TRUSTEES, OFFICERS, EMPLOYEES, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE COTTON WARS APPLICATIONS, SOFTWARE, THE SERVERS AND/OR YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT COTTON WARS MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL COTTON WARS'S CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS (U.S. $100.00); OR (ii) THE RELEVANT AMOUNT SET FORTH IN SECTION 11 HEREIN, IF APPLICABLE. Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you.
At COTTON WARS's request, you agree to defend, indemnify and hold harmless COTTON WARS, its officers, trustees, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) any breach or alleged breach by you of this Agreement, including without limitation your representations and warranties relating to your Content; or (ii) your acts, omissions or use of the Service, including without limitation your negligent, willful or illegal conduct, including but not limited to any acts requiring COTTON WARS to incur costs in connection with governmental investigations, audits, or security or other remediation efforts or other measures.
Legal Relationship Between You and COTTON WARS
You acknowledge that your participation in the Service, including your creation or uploading of Content in the Service, does not make you a COTTON WARS employee and that you do not expect to be, and will not be, compensated by COTTON WARS for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement.
Suspension and Termination of Accounts
You may terminate this Agreement by closing your Account at any time for any reason. In such event, COTTON WARS shall have no further obligation or liability to you under this Agreement or otherwise, and you shall be entitled to no compensation or other payment, remedy, recourse or refund. COTTON WARS may suspend or terminate your Account if you violate this Agreement. Upon termination of your Account in the event of such breach, this Agreement between us will be automatically terminated and you may not re-subscribe to the Service through any other Account that you may establish. We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of COTTON WARS or any third party. If COTTON WARS elects to generally suspend or discontinue the Service, in whole or in part, for any reason, COTTON WARS may suspend or terminate your Account. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge COTTON WARS will have no liability to you in connection with such suspension or termination.
Loss of Content and Account Upon termination of Account
Upon termination of your Account, you will no longer be able to access your Account or access (or transfer or direct the transfer to any other Account) any Content or data you have stored on the Servers. All licenses granted by COTTON WARS to use the Service will automatically terminate. You acknowledge that you have elected to use the Service notwithstanding the possibility of termination of such license rights under the circumstances set forth in this Agreement. You should ensure that you have only stored Content on the Servers to which you are willing to permanently lose access. You acknowledge and assume the risk of the possibility of suspension or termination of your Account as provided herein, and you represent that you will make your decisions to participate in the Service and contribute Content at all times knowingly based upon these risks. You will have the technical ability to delete Content from your Account prior to its termination, but COTTON WARS is not responsible for any liability arising from any deletion of Content on your part that is prohibited by law or contrary to the terms of a validly issued Court order or subpoena requiring preservation of such Content. While COTTON WARS may retain or store Content for an indeterminate period of time after termination of your Account, COTTON WARS is under no obligation to do so. COTTON WARS also reserves the right to prevent deletion of Content when required to do so by law or the terms of a validly issued Court order or subpoena requiring preservation of such Content.
Survival of Terms After Termination
The following terms will survive any termination of this Agreement: Sections 6, 7, 17, 20 and 26.
Dispute Resolution and Arbitration
You agree that any and all disputes relating to or arising under this Agreement shall resolved by binding arbitration before the American Arbitration Association, by a single arbitrator, pursuant to the AAA’s Rules for Commercial Arbitration, in Philadelphia, Pennsylvania. You agree that this Agreement and the relationship between you and COTTON WARS shall be governed by the laws of the Commonweatlh of Pennsylvania without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.
Disclaimer of Warranties as to Use Outside of the United States
COTTON WARS is a United States-based service. COTTON WARS makes no representation that any aspect of the Service is appropriate or available for use outside of the United States. Those who access the Service from other locations are responsible for compliance with applicable local laws. The COTTON WARS Application is subject to applicable export laws and restrictions.
Assignment of Agreement and Account
You may not assign this Agreement or your Account without the prior written consent of COTTON WARS. You may not transfer or sublicense any licenses granted by COTTON WARS in this Agreement without the prior written consent of COTTON WARS. COTTON WARS may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement.
Integration, Interpretation of Section Headings and Severability
This Agreement and the DMCA and Privacy policies referenced in this Agreement sets forth the entire agreement and understanding between you and COTTON WARS with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be modified except as provided in Section 1 or by mutual written agreement between you and COTTON WARS that is signed by hand (not electronically) by duly authorized representatives of both parties and expressly references amendment of this Agreement. You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
Notices and Communication
COTTON WARS may provide notice to you and obtain consent from you through (1) the website at _________________; (2) by electronic mail at the electronic mail address associated with your Account; and/or (3) by written mail communication to you at the address associated with your Account. You must give all notices required or permitted under this Agreement at _____. In connection with providing the Service, COTTON WARS may communicate with you, your clients and business partners by electronic mail and SMS or other text messages. By accessing the Services, you consent to receiving such communications. You, your clients and your business partners may advise COTTON WARS that you withdraw this consent in connection with your use of the Services by providing notice in accordance with this paragraph.
The following provisions in paragraphs 30 through 42 (the “Contest Rules”) are hereby made part of this Agreement and apply to you in the event that you participate in a Cottonwars Design Contest (“Contest”).
PLEASE READ THESE CONTEST RULES CAREFULLY AS THE CONTEST RULES REQUIRE THAT ENTRANT WAIVES THE RIGHT TO A JURY TRIAL AND THAT DISPUTES ARISING OUT OF OR RELATING TO THIS CONTEST BE RESOLVED IN ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN BY CLASS ACTIONS, AND YOUR RIGHTS AND REMEMDIES IN THE EVENT OF A DISPUTE.
Submission and Contest Period:
Each Contest shall begin on the date announced on the Cottonwars Site (the “Commencement Date”), and ends on the date announced on the Cottonwars Site (the “Completed Date”). Cottonwars will advise Entrants as to whether they are accepted into the Contest after the Entrant makes a Submission (as defined herein) Cottonwar’s time clock will be the official time keeping devise for this Contest. All interpretations of these Contest Rules and decisions made by Cottonwars relating to the Contest are final.
Each Contest is open to persons who are at least eighteen years of age. Entrants must have at least two (2) active social media accounts. Entrants must not be a party to any agreement that might present a conflict or interfere with entrant’s participation in the Contest. Cottonwars reserves the right, in its sole discretion, to disqualify any entrant who is under any agreement which Cottonwars deems to be in conflict with Contest.
Employees, agents, and directors of Cottonwars and their respective parent companies, affiliated companies, subsidiaries, partners, dealers, manufacturers, distributors, advertising agencies, promotion and administration agencies, and any entity which is involved in any aspect of the creation, production, operation, execution or fulfillment of the Contest (“Contest Entities”), and their immediate families (i.e., parents, spouses, siblings, children, grandparents, step parents, step children and step siblings, and their respective spouses, and those living in the same household, whether or not related) are not eligible to enter Contest.
By entering a Contest, entrants acknowledge and agree that nothing in the Contest or Contest Rules is intended to create or give rise to any employment relationship and entrant should not have any expectations of employment at entry, during or at the conclusion of the Contest or during Prize participation.
By participating in a Contest, entrants: (a) agree to be bound by these Contest Rules and by the interpretations of these Contest Rules by Cottonwars and by the decisions of Conttonwars; (b) acknowledge compliance with these Contest Rules; (c) represent and warrant that he or she meets all the eligibility criteria set forth in these Contest Rules; (d) agree to comply with any and all applicable federal, state and local laws, rules and regulations; and (e) agree to indemnify and hold harmless Contest Entities from and against any and all liability arising out of or relating in any way to entrant’s participation in Contest and to release all rights to bring any claim, action or proceeding against Contest Entities. This includes, but is not limited to, any and all claims, demands, damages and causes of action for personal injuries or death and/or damage to personal or real property, theft, loss or any other harm, suffered directly or indirectly from entrant’s participation in Contest, the receipt or acceptance, redemption, possession, use or misuse of the Prize(s) (hereinafter defined), traveling to, preparing for and/or participating in any Prize related activity, and for any claim including claims based on defamation, publicity rights, invasion of privacy, trade secrets, misappropriation of ideas, patent infringement, copyright infringement, trademark infringement, or any other intellectual property related or other cause of action.
Entrants must (i) Visit the Cottonwars Site; (i) complete the Contest entry form and agree to the Contest Rules; and (ii) using the design submission tool at the Cottonwars Site, submit to Cottonwars an original design concept conceived by you, and choose a shirt color. Only fully completed submission forms and designs are eligible. All contents of submission must be in the in the English language. Entrants must outline their fonts, and use one of three (3) file types: .AI, .EPS or .PSD, with between 200 to 300 Dots Per Inch (“DPI”) and no longer than 600 x 600 pixels. Submissions must be in compliance with the Submission Guidelines specified in Sections 1-13 herein. All contents of entrants’ submissions, including but not limited to, concept, content, text, images, graphics, photographs, captions and descriptions, data, codes, programs, hereinafter referred to as (“Submission” or “Submissions”).
No personal information, including, but not limited to, name (other than name being included in entrant’s Contest entry form), image, likeness of any person is to be included or referred to in the Submissions. All contents of Submissions must be in compliance with the Additional Submission Guidelines specified in Section 35 herein.
Entrants understand and acknowledge that: (i) proprietary rights in and to inventions, discoveries, concepts and ideas are governed by the patent, trademark, copyright, other intellectual property rights and other applicable laws of the United States and other countries and by the trade secret, trademark and other intellectual property rights and other applicable laws of various states; (ii) disclosure of the Submission as part of your participation in Contest may adversely affect your ability to obtain, secure and/or maintain proprietary rights under the patent, trademark, trade secret, copyright, other intellectual property rights and other applicable laws of the United States, other countries and various states; (iii) it is entrant’s sole responsibility to evaluate all potential adverse consequences of entrant participation in Contest and to obtain legal advice and consultation as necessary in connection with all such potential adverse consequences, including, without limitation, patent, trademark, trade secret, copyright, other intellectual property rights and other laws and entrant’s legal rights related to entrant’s participation in Contest.
Entrant understands and acknowledges that the evaluation, preparation, filing, prosecution and maintenance of patent, trademark, copyright or other intellectual property right applications with respect to the Submission are your sole responsibility and that Cottonwars, its representatives, affiliates, licensees, successors and assigns do not assume and hereby expressly disclaim, any responsibility, obligation or liability whatsoever with respect to the evaluation, preparation, filing, prosecution and/or maintenance of any patent, trademark, copyright or other intellectual property right application with respect to the Submission.
Entrant represents and warrants that entrant has had an opportunity to discuss the potential adverse consequences associated with entrant’s participation in the Contest in addition to patent, trademark, trade secret, copyright, other intellectual property right and other applicable laws, with entrant’s own independent legal counsel and that entrant knowingly and voluntarily accepts any and all risks with respect thereto.
Entrant understands and acknowledges that Cottonwars and its representatives, affiliates, licensees, successors and assigns make no representation or warranty, either express or implied, and that Cottonwars and its representatives, affiliates, licensees, successors and assigns hereby expressly disclaim any representation and warranty, express or implied, with respect to entrant’s participation in Contest or the Submission, including, without limitation, the novelty, non-obviousness, usefulness, uniqueness, or patentability of the Submission, and you agree that no such representation or warranty shall be implied as a result of the fact that you may be considered as a an entrant and a possible Winner (as hereinafter defined) as the result of entrant’s participation in Contest.
Entrant covenants and agrees that entrant will not, either directly or indirectly, initiate, maintain or prosecute, or in any way knowingly aid or assist in the initiation, maintenance or prosecution of, any claim, demand or cause of action at law or otherwise, against Cottonwars or any other Contest Entity, for infringement or misappropriation of any patent, trademark, copyright, trade secret, intellectual property right, design or technology that is included in the Submission or is disclosed in the course of entrant or entrant’s child’s (if applicable) participation in the Contest. You agree that this covenant will run with title to any patents and will bind any person or entity to whom rights in the patents are assigned or otherwise transferred.
Additional Submission Guidelines
Submissions must be the original work of entrant. The design must be relevant to the theme.
Submissions must not feature the name, likeness or other personally identifiable information of any person. Personally identifiable information includes, but is not limited to name, image, likeness, license plates, phone numbers and personal addresses. Submissions must not include, depict or make reference to any of the following: obscenity, inappropriate language, nudity, sexual explicitness, drug or alcohol use, violence, firearms/weapons, instructional information about illegal activities, commercial products or services, unauthorized trade secrets, or patented, copyrighted or trademarked properties, including brand names, logos, or trade dress, private property, material that promotes any activities that may appear unsafe or dangerous, or promotes any particular political agenda or message, material that is hateful, tortious, defamatory, false or misleading, disparaging, slanderous, libelous, or otherwise unlawful, material that violates or infringes another’s rights, including but not limited to, rights of privacy or publicity, patents, copyrights, trademarks, trade secrets, idea misappropriation, or any other intellectual property rights, material that promotes bigotry, racism, hatred or harm against any group or individual, or promotes discrimination based on race, ethnicity, sex, religion, nationality, disability, sexual orientation or age, and any other content, including but not limited to, text, images, graphics, photographs, captions and descriptions, data, codes or programs that could be considered inappropriate or offensive, as determined by Cottonwars in its sole discretion. Further, Submissions must not contain any claim that is not and cannot be substantiated or that would be false or misleading to a reasonable consumer.
By entering the Contest, each entrant represents and warrants that: (i) the Submission is the original work of the entrant, that he/she has all rights to the Submission, that the Submission, in whole or in part, has not been released commercially, been previously published, won any awards or is the subject of any patent filing; (ii) the Submission does not and will not violate any law, statute, ordinance or regulation; (iii) the Submission is free and clear of any and all liens or claims with respect to the use of the Submission in the manner authorized in these Contest Rules; (iv) the Submission does not infringe upon or violate the intellectual property rights of any third party and will not give rise to any claims of infringement, invasion of privacy or publicity, or infringe on any patents, copyrights, trademarks, trade secrets, or other intellectual property rights or any rights or interests of any third party, or create claims for idea misappropriation or breach of contract, or give rise to any claims for any payment whatsoever; and (v) the Submission is not and will not be defamatory, disparaging libelous, pornographic or obscene.
Cottonwars reserves the right to disqualify any Submission that it deems, in its sole discretion, to be a violation of these Contest Rules and/or that is not in keeping with the Submission Guidelines specified herein or which communicate messages or images inconsistent with the positive images and/or good will to which Cottonwars wishes to associate. Cottonwars also reserves the right, in its sole discretion, to ask entrant to revise a Submission rather than disqualify an otherwise compliant Submission.
All Submissions will be reviewed for content before being judged, however such review does not relieve entrant from responsibility for compliance with all of these Contest Rules.
All Submissions submitted in compliance with these Contest Rules and not disqualified are considered “Eligible Submissions”. Submissions will not be returned. Proof of submission will not be deemed to be proof of receipt of Submission by Cottonwars.
Use of Submissions; Ownership of Submissions
All entrants, whether a Winner or not, agree that in exchange for their participation in Contest, they grant, and have the full right to grant, Cottonwars and its representatives, affiliates, licensees, successors and assigns the right, but not the obligation, to edit, rearrange, distribute internally translate, combine with other pictures, items and/or materials , and modify Submissions;. In the event an Entrant’s Submission is accepted into a Contest, in addition to the rights granted in the previous sentence, at that time the entrant agrees to grant the assignable, sublicenseable, perpetual, non-exclusive, irrevocable, royalty free, right and license to use, exhibit, display, broadcast, copy, reproduce, adapt, reformat, add to and/or customize, make prototypes of, incorporate into the packaging and packaging design of Cottonwars’s products and services encode, compress, encrypt, incorporate data into, rebroadcast, transmit, record, publicly perform, create derivative works of, distribute and synchronize in timed relation to visual and aural elements, and or otherwise exploit, the Submission, and/or any portions or excerpts thereof, including without limitation, using entrant’s name, image, likeness, performance, voice, and any other attributes of entrant, individually or with others, in whole or in part, in conjunction with other material, in any manner, including in connection with their products and services, advertising, promoting and publicizing Cottonwars, an unlimited number of times, in any and all media, now known or hereafter devised, in perpetuity, throughout the world, without any additional notification, permission, liability, obligation, or review or approval by, or additional payment of any kind to entrant or any third party. Entrant warrants that entrant has the sole and non-exclusive right to grant such rights to Cottonwars, its representatives, affiliates, licensees, successors and assigns, and that the reproduction, publishing, displaying, and/or other use of entrant’s Submission by Cottonwars, its representatives, affiliates, licensees, successors and assigns, will not infringe on any rights of any third parties, including, without limitation, patent, copyright, trademark, trade secret, privacy, or publicity, or any other intellectual property right, or create claims for defamation, false light, idea misappropriation, intentional or negligent infliction of emotional distress, or breach of contract.
Entrants acknowledge and agree that Cottonwars, and its representatives, affiliates, licensees, successors and assigns, will be entitled to retain any and all revenue generated from any sales, license or, assignments of the rights granted by entrant hereunder, as well as any and all revenue generated by the display of any advertising, publicity, promotional materials, or distribution rights in connection with this Contest and/or entrant’s Submission.
Entrants agree to obtain, upon request from Cottonwars, any documentation necessary to prove their unrestricted ownership in all contents of Submission and their right to use Submission as specified in these Contest Rules.
The amount of the Prize Money available to be won may vary by Contest at Cottonwars sole discretion, and may be “bucketed” for groups of Winners, and in the event of a tie, the total prize money for the bucketed segment will be distributed to all tying participants. By way of example, if the 2nd through 5th place winners are supposed to receive $500 each, and the 6th through 10th place winners are supposed to receive $100 each, and there is a 2nd through 10th place tie, the $2,500 allocated for these 9 winners would be evenly distributed to the 9 designers who have tied.
The dates for fulfillment of the Prizes will be on or about ten (10) days after selection of the Winners, but subject to change in Cottonwars’s sole discretion. Cottonwars reserves the right to award more or less Prizes, or Prizes of greater or lesser value, depending on the size of the field of entrants or Cottonwars, in its sole discretion, deems the award of more or less Prizes of greater or lesser value to be advisable under the circumstances. If for any reason any Prize is unavailable or any Prize or related event is delayed, cancelled or postponed, or for any other reason, Cottonwars reserves the right to modify the Contest in its sole discretion and award a substitute Prize, or portion of Prize, of comparable or greater value as set forth in these Contest Rules. No substitution, transfer, assignment or cash equivalent of the Prize, or any portion thereof, is permitted by a Winner. Contest Entities shall have no responsibility or obligation to a Winner who is unable or unavailable to, or who does not for any reason, accept or utilize the Prize. All costs and expenses not specifically listed above as part of the Prizes are solely Winners’ responsibility. PRIZES ARE PROVIDED “AS IS”. ENTRANTS ACKNOWLEDGE THAT CONTEST ENTITIES HAVE NEITHER MADE NOR ARE IN ANY MANNER RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION OR GUARANTEE EXPRESS OR IMPLIED IN FACT OR IN LAW, RELATIVE TO THE PRIZES AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. Prizes pictured in online television, print, advertising, and other Contest materials are for illustrative purposes only. Arrangements for the fulfillment of the Prizes will be made by Cottonwars.
By participating in Contest, each Winner grants the right to Cottonwars, and its representative, affiliates, licensees and assigns, to record, film, videotape and photograph the Winner (“Images”). These Images will be owned by Cottonwars. Cottonwars and each of its designees shall have the right to use, re-use, reproduce, publish, display, exhibit, distribute edit, adapt, post, stream, copy and exploit such Images, and all elements embodied therein, including any names, likenesses, address, voice, conversation, biographical and Prize information and any other attributes of the Winners, individually or with others, in whole or in part, in conjunction with other material, in any and all media now known or hereafter devised, for the purpose of trade, advertising, promotion or on a Winner’s List or any other lawful purpose, whatsoever, in perpetuity, throughout the world, without additional compensation, consideration, notification or permission, except where prohibited by law.
Judging for Entrants
All Eligible Submissions will be judged by representatives of Cottonwars (“Judges”). The Judges also reserve the right to extend the Submission Period. Contest Entities and Judges disclaim any liability from any entrant and entrants agree to waive any claims against Contest Entities and Judges relating to the judging.
To be eligible to be declared a Winner and to receive the Prize(s), the potential Winners must sign and return to Cottonwars, within five (5) calendar days of issuance of such documentation from Cottonwars an Affidavit of Eligibility and Release that: (a) releases Contest Entities from any and all liability, loss, claims, demands, and causes of action for personal injuries or death and/or damage to personal or real property, theft, loss, or any other harm suffered directly or indirectly from potential Winner’s participation in Contest, including, but not limited to, traveling to, preparing for and/or participating in any Prize related activity, or the acceptance, possession, or use or misuse of any Prize; (b) except where prohibited by law, grants Contest Entities the right to use potential Winner’s name, picture and/or likeness, or biographical information or voice for trade, advertising and publicity purposes, in any media now known or hereafter devised, throughout the world, in perpetuity, without additional compensation or consideration or notification;(c) a non-exclusive, irrevocable, royalty free, license, in perpetuity, commencing at Contest entry granting Cottonwars and its designees the right to use the Submission as specified herein; and (d) any other release deemed necessary. Entry into Contest constitutes agreement to sign such release(s). If a potential Winner does not sign this release(s) (his or her parent/legal guardian if potential Winner is a Minor) and return it within the time frame specified, the potential Winner may be disqualified, at Cottonwars’s sole discretion, and the Prize forfeited.
Prize or Prize documents returned as undeliverable will result in forfeiture of Prize. Cottonwars expressly reserves the right to delay the announcement of the Winners for any reason Cottonwars deems necessary. In addition, Cottonwars reserves the right to select alternate Winners in the event that any potential Winner fails to comply with these Contest Rules or fails to execute the documentation within the time frame specified.
By participating in Contest, Winners acknowledge that Contest Entities have not and will not obtain or provide insurance of any kind relating to the Prizes and that Winner (or any parent or legal guardian acting on behalf of a Winner) will be responsible for obtaining and paying for any form of insurance relating to the Prizes that Winners deem appropriate.
Each Winner must supply Cottonwars with his or her social security number for tax purposes and complete a Form W-9. If the actual value of a Prize is over $600, an IRS Form 1099 will be issued in the name of Winner , (or parent/legal guardian if applicable) for the actual value of the Prize awarded. All federal, state and local taxes, and any other costs and expenses associated with acceptance and/or use of the Prize not specifically provided for in these Contest Rules are solely the responsibility of the Winner.
Contest Entities are not responsible if a Contest cannot take place, or if any Prize cannot be awarded due to delays, interruptions or failures due to acts of God, war, natural disasters, weather, acts or threats of terrorism, strikes, lockouts, labor disputes, work stoppages, fire, acts of government, or other events outside of the reasonable control of Contest Entities. If, for any reason Contest is not capable of running as planned, including, without limitation, lack of significant participation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the reasonable control of Contest Entities, which, in Cottonwars’s sole determination, corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Contest, Cottonwars reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend Contest or any part of the Contest, and to determine the Winners in their sole discretion. If Contest or any part of Contest is terminated or modified prior to the end the Contest Period, notice will be posted on Cottonwars’ Site and the Prizes may be awarded to potential Winnesr to be selected by Cottonwars from among all Eligible Submissions received prior to any such event. Cottonwars reserves the right to modify and amend these Contest Rules from time to time during Contest Period for clarification purposes. Failure by Cottonwars to enforce any term of these Contest Rules shall not constitute a waiver of that provision.
Contest Entities assume no responsibility for and will disqualify submissions that are: stolen, late, lost, illegible, incomplete, invalid, unintelligible, damaged, destroyed, delayed, misdirected, not received, postage due mail entries, garbled votes or failure to receive votes, or submissions that have incorrect or inaccurate entry information, whether caused by any of the equipment or programming associated with or utilized in the Contest, or by any human, mechanical or electronic error that may occur in the processing of the submissions in Contest, or other errors appearing within the Contest Rules or in any Contest related advertisements. Contest Entities assume no responsibility for any typographical or other error in the printing of the offer, administration of Contest, errors in processing Submissions, identifying the Winners, in the announcement of the Prizes and Winners, and the delivery of the Prizes, any problems or technical malfunction of any telephone network or lines, mobile phone, computer systems, online systems, servers or providers, computer equipment, software, failure of any e-mail or players on account of technical problems or traffic congestion on the Internet or on any web site, or any combination thereof, including, without limitation, any injury or damage to entrant’s or any other person’s computer system/software or mobile phone, or other portable electronic devise related to or resulting from participation or downloading any materials in Contest. Cottonwars reserves the right in its sole discretion to disqualify any person they suspect or find: (i) to have tampered with the submission process or the operation of Contest; (ii) to be acting in a disruptive manner, or with the intent to annoy, abuse, threaten or harass any other person; (iii) to display behavior that will bring such Winner or Contest Entities into disgrace; (iv) to have provided inaccurate information on any legal documents submitted in connection with Contest; or (v) to be acting in violation of these Contest Rules. ANY VIOLATION OF THESE CONTEST RULES BY A WINNER WILL RESULT IN SUCH WINNER’S DISQUALIFICATION AS A WINNER OF THE CONTEST AND ALL PRIVILEGES AS A WINNER WILL BE IMMEDIATELY TERMINATED.
AS A CONDITION OF ENTERING THE CONTEST, ENTRANT AGREES THAT: (I) UNDER NO CIRCUMSTANCE WILL ENTRANT BE PERMITTED TO OBTAIN AWARDS FOR, AND ENTRANT HEREBY WAIVES ALL RIGHTS TO CLAIM, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, OTHER THAN FOR OUT-OF-POCKET EXPENSES: (II) ENTRANT WAIVES THE RIGHT TO A JURY TRIAL OF ANY AND ALL ISSUES AND THAT ALL CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS CONTEST, OR ANY PRIZE AWARDED, SHALL BE RESOLVED INDIVIDUALLY—WITHOUT RESORT TO ANY FORM OF CLASS ACTION—BY BINDING ARBITRATION (BY A SINGLE NEUTRAL ARBITRATOR SELECTED BY COTTONWARS IN ITS SOLE AND ABSOLUTE DISCRETION) ; AND (III) ANY AND ALL CLAIMS, JUDGEMENTS AND AWARDS SHALL BE LIMITED TO ACTUAL OUT-OF-POCKET COSTS INCURRED, BUT IN NO EVENT SHALL SUCH CLAIMS, JUDGEMENTS OR AWARDS INCLUDE ATTORNEYS’ FEES. THIS CONTEST SHALL BE GOVERNED BY AND CONSTRUED IN ACORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA.
ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE OR ANY WEBSITE ASSOCIATED WITH THIS CONTEST OR UNDERMINE THE CONTENT OR LEGITIMATE OPERATION OF THE CONTEST MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAW AND SHOULD SUCH AN ATTEMPT BE MADE, COTTONWARS WILL DISQUALIFY SUCH ENTRANT AND COTTONWARS RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.