THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) SETS OUT THE TERMS OF A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE ASPEN INSTITUTE. (“COMPETITION SPONSOR”) FOR YOUR USE OF THE SUBMITTED SOLUTIONS AND RELATED MATERIALS MADE AVAILABLE VIA THE EXPLORE THE SUBMISSIONS PAGE (THE “SUBMISSION CONTENT”). BY CLICKING "I AGREE" AND/OR BY ACCESSING AND USING THE EXPLORE THE SUBMISSIONS PAGE OR THE SUBMISSION CONTENT, AS APPLICABLE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MUST CEASE USING THE EXPLORE THE SUBMISSIONS PAGE AND REFRAIN FROM DOWNLOADING OR USING ANY SUBMISSION CONTENT. IF YOU ARE ACTING IN THE SCOPE OF YOUR EMPLOYMENT, OR OTHERWISE ACTING ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU ARE ALSO AGREEING TO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR SUCH OTHER PERSON OR ENTITY, AS APPLICABLE. YOU HEREBY AGREE TO THE FOLLOWING
  1. The Submission Content includes, but is not limited to, any and all materials submitted by applicants in connection with the WIN Challenge (“WIN Challenge”) and may include videos hosted on YouTube and Adobe PDF files. You understand and agree that such videos are subject to additional terms of service for those platforms and you may not download the videos, take screen prints from this website, take screen shots or prints of any portion of the videos, or otherwise use any portion of the videos in any way.
  2. Subject to the terms and conditions of this Agreement, the Competition Sponsor hereby grants to You a limited, non-exclusive, royalty-free, non-transferable license (with no right to sublicense) to use the Submission Content internally solely for your non-commercial informational purposes. You agree not to use the Submission Content for any other purpose, including marketing or commercial purposes. You may make a reasonable number of copies of the Submission Content for such non-commercial informational purpose, but you otherwise agree not to reproduce the Submission Content. You further agree not to distribute to any other person, party or entity, or create derivative works of the Submission Content. As between You and the Competition Sponsor, the Submission Content shall at all times remain the exclusive property of the Competition Sponsor (including all copyrights, trade secrets, trademarks, patents and other similar proprietary rights therein). You agree that you are not acquiring any rights to the Submission Content other than the limited license granted hereunder.
  3. This Agreement shall continue until terminated. If at any time during the term of this Agreement, You breach any of the terms herein, the Competition Sponsor may immediately terminate this Agreement. Upon expiration or termination of this Agreement for any reason, You agree to stop using the Submission Content and to destroy all copies thereof immediately.
  4. This Agreement shall be interpreted and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws, and with the same force and effect as if fully executed and performed therein, and the laws of the United States of America. The jurisdiction and venue shall be the federal and state courts located in Delaware.
  5. You shall indemnify and hold harmless the Competition Sponsor, their Trustees, officers, employees, agents, representatives, Carrot, and other applicable third-party vendors and providers, and the applicants who submitted the Submission Content in connection with the WIN Challenge, against any and all losses, liability, and damages (including reasonable attorneys’ fees and costs imposed in any judgment or order) which may arise in connection with any claim or action threatened or brought against any of them arising due to a breach of Your obligations under this Agreement and/or any infringement of third-party intellectual property rights. The Competition Sponsor, Carrot, or such other parties as set forth herein, shall have the right to defend against any such claims or actions using counsel of their choice.
  6. You represent and warrant Your compliance with all applicable local, state, federal and international laws.
  7. You agree that the inclusion, publication, display, hosting, transmission, or availability of Submission Content on this website does not constitute the Aspen Institute’s or Carrot’s approval, sponsorship, recommendation, verification, adoption, or endorsement. The Aspen Institute and Carrot expressly disclaim any endorsement of an applicant or any Submission Content featured on the Explore the Submissions page.
  8. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL THE COMPETITION SPONSOR OR CARROT OR ANY OTHER THIRD-PARTY VENDOR BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS OPPORTUNITY OR DATA, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPETITION SPONSOR OR CARROT KNEW OF, SHOULD HAVE KNOWN OF OR WAS INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES.NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL THE COMPETITION SPONSOR’S, CARROT’S, AND ANY OTHER THIRD-PARTY VENDOR’S AGGREGATE LIABILITY
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    THE SUBMISSION CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE COMPETITION SPONSOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE SUBMISSION CONTENT, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPETITION SPONSOR AND CARROT DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OR TIMELINESS OF THE SUBMISSION CONTENT.
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    ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF THE TOTAL LICENSE FEES PAID BY YOU FOR THE USE OF THE SUBMISSION CONTENT OR U.S. $100, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPETITION SPONSOR, CARROT, OR ANY OTHER THIRD-PARTY KNEW OF, SHOULD HAVE KNOWN OF OR WAS INFORMED OF THE POSSIBILITY OF ANY SUCH LIABILITY.Some jurisdictions do not allow the disclaimer of warranties or exclusions or limitations of damages, so such disclaimers, limitations and exclusions may not apply to You.
  9. IT IS AGREED THAT CERTAIN OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, WHICH, BY THEIR NATURE WOULD CONTINUE BEYOND THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. SUCH OBLIGATIONS INCLUDE, BY WAY OF ILLUSTRATION ONLY AND NOT LIMITATION, THE RESTRICTIONS REGARDING YOUR USE OF THE SUBMISSION CONTENT, THE WARRANTY DISCLAIMERS, THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND THE LIMITATION OF LIABILITY.
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    This Agreement contains the entire agreement and understanding between the parties and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to all or any part of the undertakings set forth in this Agreement. Any amendments or modification to this Agreement must be in writing, dated, and signed by the parties. The term “including” means “including without limitation.”
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