RAMPIT, LLC (“RAMPIT”) provides an online platform for peer review competitions through various websites, including but not limited to this website, which are subject to the following terms and conditions. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. THESE TERMS AND CONDITIONS SET OUT THE TERMS OF A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RAMPIT FOR YOUR USE OF THIS WEBSITE AND THE RELATED SERVICES. BY RECOGNIZING YOUR ACCEPTANCE OF THESE TERMS, EITHER BY REGISTERING A USER ACCOUNT AND/OR BY ACCESSING AND USING THIS WEBSITE, AS APPLICABLE, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MUST CEASE USING THIS WEBSITE AND THE RELATED SERVICES.

1.        Definitions and interpretation

In this document, the following terms have the following meanings, unless the context otherwise requires:

1.1             "Agreement" means:

1. these terms and conditions;
2. any amendments subsequently made to these terms and conditions;
3. any replacement or novation of this Agreement;
4. terms and conditions incorporated into this Agreement by reference; and,
5. any policies (including the Privacy Policy), Rules, terms, conditions, Competition Terms and Conditions, notices and disclaimers contained elsewhere on this Website or provided by RAMPIT in connection with the Services.

1.2         “Competition" means any challenge or contest posted on this Website, however expressed.

1.3         "Competition Information" means all Content provided in relation to a particular Competition, including the Competition Terms and Conditions.

1.4         "Competition Host" means in relation to any Competition posted on this Website, the person or entity responsible for the Competition or those procuring RAMPIT and/or its owners to post the Competition.  For this Competition, the Competition Host is the Arizona Community Foundation, with a place of business at 2201 East Camelback Road, Suite 405B, Phoenix, Arizona  85016.

1.5         "Competition Terms and Conditions" has the meaning given to that term in Clause 2.3.

 

1.6         "Competitor" means in relation to any Competition posted on this Website, a person, a team of persons and/or a corporate entity who submits or proposes to submit an Entry to the Competition.

1.7         "Content" means any information, files, text, code, material, images, data, sounds, graphics, software, photos, designs, software downloads, goods, services documents, layouts, applet, CGI interfaces, descriptions, illustrations, catalogues, advertisements, audio and video material or specifications contained in or referred to in this Website, obtained through or via this Website or available to be viewed by accessing any part of this Website (which may be out of date or superseded), whether it be obtained directly or indirectly, in any machine or human readable format. Without limiting the foregoing, “Content” includes any Entry submitted via this Website.

1.8         "Consulting Agreement" means in relation to any Competition posted on the Website, the agreement executed between RAMPIT or a RAMPIT Affiliate and the Competition Host, which sets out the specifics of a Competition and the terms and conditions of the Services provided by RAMPIT for the sake of meeting the needs of the Competition Host.

1.9          "Entry" means an entry by a Competitor in response to a Competition.

1.10       "Entry Content" means any text, code, map, proposal, plan, materials, designs, documents, descriptions or specifications used, in whole or in part, directly or indirectly, in describing, drafting, developing, devising, calibrating, testing, evaluating, analyzing or generating an Entry, or which itself constitutes the whole or part of an Entry. The term "Entry Content" may include physical copies of the foregoing in addition to electronic copies.

1.11       "Intellectual Property Rights" means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, or trademark rights, whether or not such rights are registered or capable of being registered.

 

1.13       “Judge” means any individual, organization or other entity represented on this website as responsible for the subjective assessment of Entry Content, either for the purposes of determining or informing the determination of any Prize(s) or designation(s) of Winner(s) in the Competition.

1.14       "Loss" means any direct, indirect, special, incidental or consequential liabilities, damages, claims, losses, costs, expenses, actions, demands or suits, whether in contract, tort (including negligence), statute or otherwise and whether pecuniary or non-pecuniary. This includes, but is not limited to, loss of profits, legal costs and defense or settlement costs.

1.15       "Posting" means any addition, insertion or uploading of content to this Website, as well as any submission or communication made through or via this Website. For the avoidance of doubt, this includes (in the case of a Competitor) all Entries and Entry Content posted by that Competitor.

1.16       "Privacy Policy" means RAMPIT's privacy policies and notices posted on this Website, specific pages thereof, and/or provided by RAMPIT in connection with the Services.

1.17       "Prize" means any cash reward or other forms of recognition and/or benefit to declared or selected Winner(s), as set out in the Competition Terms and Conditions.

1.18       "RAMPIT" means RAMPIT, LLC, a Tennessee limited liability company, with a place of business at 1004 Hickory Lane, Suite 3, Hermitage, Tennessee 37076.

1.19       "RAMPIT Affiliate" means an entity affiliated with RAMPIT by ownership or common ownership (including The Common Pool, LLC, and 23Com Software, LLC) or any subsidiary of RAMPIT.

1.20       "Services" means the services provided by RAMPIT on or via this Website and includes all Competitions.

1.21       "Third Party Sites" means sites and resources located on servers maintained by others over whom RAMPIT has no control.

1.22       "User" means any person who has registered a user account on this Website. The term "User" includes all Competitors and Competition Hosts.

1.23       "User Account" means Your online account with RAMPIT which enables You to use this Website and includes (but is not limited to) Your username, password, rating score and feedback.

1.24       "Website" means any web pages contained within this domain and any sub-domains and all underlying software and infrastructure which permits the holding of Competitions. Where the context permits, 'website' includes the Services provided on the Website.

1.25       "Winner" means, in relation to any Competition posted on this Website, the Competitor(s) whose Entries are selected by the Competition Host as winner(s) of the Prize. Competitors may disqualify their Entries from this selection by expressly informing the Competition Host of their decision within 48 hours after the close of the competition. Subject to the Competition Terms and Conditions, there can be more than one Winner in relation to any Competition.

1.26       "You" the person or team using the Website, including a User.

2.        Agreement to be bound

 

2.1         Use of this Website is subject to this Agreement. You agree to be bound by this Agreement and any subsequent amendments to this Agreement, as set forth below.

2.2         RAMPIT reserves the right to amend or modify this Agreement at any time, provided that if such modifications materially limit Your rights and/or expand Your obligations hereunder, RAMPIT will notify You electronically, such as by email or through the Website. Such material modifications will take effect on the earlier of the date You indicate Your assent (by clicking "Accept" or otherwise) or 30 calendar days after RAMPIT's notice. No modification of the Agreement will apply to any dispute between You and RAMPIT that arose prior to the effective date of the modification. If at any time You disagree with the Agreement or any modifications thereof, You may terminate this Agreement and shall cease using this Website. Your continued use of the Website after the revised Agreement becomes effective (such as following notice as set forth above) indicates that You have read, understood, and agreed to the revised Agreement. Any new or different terms supplied by You are specifically rejected by RAMPIT unless RAMPIT agrees to them in a signed writing specifically including those new or different terms.

2.3         Particular Competitions may be subject to additional terms and conditions ("Competition Terms and Conditions"). Competition Terms and Conditions will apply in addition to this Agreement and will not limit this Agreement in any way unless RAMPIT notifies the parties to a Competition that this Agreement is amended by the Competition Terms and Conditions. If RAMPIT does not provide such notification to the parties, this Agreement will prevail in the event of any inconsistency between it and the Competition Terms and Conditions.

2.4         RAMPIT may alter this Website from time to time by adding or removing features. This Agreement will not be affected by any alterations to this Website.

2.5         Users may use this Website in the capacity of a Competition Host or Competitor or both. This Agreement will apply to Your use of the Website in either or both of those capacities.

3.        Participation

3.1         In order to participate as a Competition Host or as a Competitor in any Competition, You must register as a User. Participation on this Website is free.

3.2         Participation is available only to persons and entities who are able to form legally binding contracts under applicable law. If You do not accept this Agreement, You will not be permitted to host or participate in any Competition, or otherwise access or use the Website in any way.

3.3         Without limiting Clause 3.2 above, participation is not available to:

1. Individuals under the age of 18 years;
2. Persons whose participation has been permanently suspended or terminated under Section 4;
3. Persons who are or reside in countries that are prohibited by law, regulation (including United States or other applicable export laws and regulations), treaty or administrative act from entering into trade relations (including export of technology) with the United States or its citizens.

3.4         When registering as a User, You warrant to RAMPIT that:

1. if You are an individual, You are 18 years of age or older and You are registering as a User on Your own behalf and in Your own name (and not on behalf of and/or in the name of a third person);
2. if You are a corporation or other business entity, You are duly incorporated or organized under the laws of the place of Your incorporation or organization and have full legal capacity and power to enter into and perform Your obligations under this Agreement; and
3. You agree to act in good faith and in accordance with this Agreement.

3.5         No individual or entity may register more than once (for example, by using a different username/email).

3.6         Acceptance of registration is at the sole discretion of RAMPIT. If RAMPIT believes that any registration has been made in contravention of clauses 3.1, 3.2, 3.3, 3.4 or 3.5 above (or otherwise in breach of this Agreement), it may refuse to accept the registration.

3.7         You are responsible for all use of this Website made using Your User Account (and/or username/email or password), whether or not You are aware of that use or could reasonably have been aware of that use. You agree to notify RAMPIT immediately if You become aware of any unauthorized use of Your User Account.

3.8         Your User Account is personal to You and may not be sold, assigned or transferred to a third party. If You attempt to sell, assign or transfer Your User Account to a third party, RAMPIT may suspend or terminate Your participation at its sole discretion.

3.9         RAMPIT may communicate with You through the username/email that You provide at registration. You agree to notify RAMPIT within a reasonable time if there are any changes to Your details. If You fail to notify RAMPIT of any changes to Your details, You agree to waive any objection, claim, defense or recourse You might have had as a consequence of RAMPIT failing to communicate with You. If You change Your email address and fail to notify RAMPIT of the change, RAMPIT will be deemed to have communicated with You on the date on which it communicated with the email address most recently provided by You.

3.10       You warrant that any Content provided or posted by You (through registration or otherwise):

1. is not false, inaccurate, misleading or fraudulent;
2. does not infringe any third party's Intellectual Property Rights or other rights arising at law or otherwise;
3. is not obscene, defamatory, libelous, threatening or harassing;
4. does not violate any applicable law;
5. does not contain or describe pornography and is not otherwise harmful to persons under the age of 18 years; and
6. will not create liability for RAMPIT or cause it to lose the services of its internet service providers or other suppliers (in whole or in part).
7. will not create liability for the Competition Host of any kind.

3.11       If RAMPIT believes that any Content contravenes Clause 3.10 (or any other provision of this Agreement), it may remove that Content and/or take any other steps as it deems necessary to protect itself or third parties against any Loss. To the maximum extent permitted by law, RAMPIT and the Competition Host will not be liable for any Loss to any person arising from the removal of Content under this Section.

4.        Terminating Your Participation

 

4.1         Subject to Clause 4.2, You may terminate Your participation at any time and without cause by notifying RAMPIT through this Website.

4.2         If You terminate Your participation, this Agreement and any other applicable terms and conditions will continue to apply to any Postings made by You prior to giving the notice described in Clause 4.1 above.

4.3         RAMPIT may, in its absolute discretion, terminate or suspend Your participation at any time and without notice if it believes that:

1. You have breached this Agreement or any other applicable terms and conditions;
2. You have acted in a way which is unlawful, or which may create liability for You, RAMPIT, our Users, our internet service providers or any other supplier;
3. RAMPIT is unable to verify any information provided by You; or
4. other Users give negative feedback about You which RAMPIT determines in its absolute discretion is worthy of termination.

4.4          If RAMPIT terminates Your participation, RAMPIT may in its absolute discretion withdraw any Postings submitted or made by You. If RAMPIT terminates Your participation, RAMPIT may, at its sole discretion, immediately withdraw Your Entries, which will have no force and effect from the date on which Your participation was terminated.

4.5         Subject to Clause 4.4, if RAMPIT suspends Your participation, any entries or other Postings submitted or made by You will be suspended for the period in which Your participation is suspended.

4.7         If Your participation is terminated, either by You or by RAMPIT:

1. You are no longer authorized to access this Website;
2. all restrictions imposed on You, licenses granted by You and all indemnities, disclaimers and limitations of liability set out in this Agreement (including clauses 11 (Limitation of Liability) and 12 (Indemnities)) will survive, along with clauses 14 (Intellectual Property), 16 (Arbitration) and 18 (Miscellaneous).

5.        Use of this Website

 

5.1         You must not use the Website to facilitate or participate in any illegal activity or engage in any activity which RAMPIT, in its absolute discretion, considers inappropriate. RAMPIT reserves the right to terminate or restrict Your access to this Website immediately and indefinitely if it suspects that You are engaging in any such behavior or are in breach of any terms of this Agreement. You agree that You will only use Your User Account and this Website for the purposes of using the Services and for no other purpose. Without limiting the foregoing, in using Your User Account and accessing the Website, You agree not to:

1. use Your User Account in a fraudulent or illegal manner, or email or otherwise send any materials from Your User Account which are offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
2. use Your User Account to stalk or harass another person;
3. use Your User Account to impersonate any person in any way whatsoever;
4. use Your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person or entity;
5. use Your User Account to send advertising, chain letters, junk mail, spam or any other type of unsolicited electronic communications;
6. use Your User Account to send or distribute any Content of any kind which contains a virus, spyware, malware or other harmful, disruptive or destructive component;
7. intentionally or negligently use Your User Account in a way that degrades performance of this Website to other persons;
8. manipulate, or attempt to manipulate, any Competition;
9. use Your User Account or any mechanism, software or other scripts in relation to the Website which could disrupt or interfere with the Website or any servers, software, hardware or equipment connected to or via the website;
10. restrict or inhibit any other User from using or enjoying the Website;
11. distribute any pornographic, extremist or racist material or any material which might otherwise be harmful to persons under the age of 18 years;
12. violate any applicable law relating to Your use of the website.

6.        Terms specific to Competition Hosts

 

6.1         Competition Hosts will have ultimate responsibility for oversight and decision-making related to the Competition and Competition Terms and Conditions on the Website.

6.2         Competition Host requires RAMPIT to upload and run a Competition, and Competition Host has entered into a Consulting Agreement with a RAMPIT Affiliate.

6.3         When the Competition Host posts on the Website, the Competition Host warrants that any Content provided by the Competition Host has not been obtained:

1. by fraud;
2. in breach of any copyright, trademark or other Intellectual Property Right;
3. in breach of any right of privacy or other right arising under applicable law or any agreement entered into by You;
4. without limiting any of the foregoing, in breach of any other applicable law; or
5. in any way that may create liability for RAMPIT, its Users, its internet service provider or any other suppliers.

6.4         If You are registered as a Competition Host, You further agree when posting a Competition:

1. to be bound by this Agreement and all Competition Information (including the Competition Terms and Conditions) relating to the Competition;
2. to be bound by any representations made in relation to the Competition (including the Competition Information and Competition Terms and Conditions), whether made directly or indirectly, in writing or orally, by or for You;
3. that You may only post Competitions that are skills-based challenges to resolve bona fide problems and not, for clarity, games of chance;
4. that You will select the Winner according to the criteria set out in the Competition Information;
5. that RAMPIT does not guarantee the quality of Entries or any minimum number of Entries, nor the Competitors' title to the Intellectual Property Rights therein; and
6. to inform RAMPIT of any additional Competition Terms and Conditions that will govern the relationship between You and Competitors.

6.5         You agree and warrant that You will not cancel a Competition initiated by You for the purpose of contracting separately with any User or Competitor or to avoid paying any Prize.

6.6         If You wish to withdraw a Competition, You must notify RAMPIT in writing.

7.        Terms specific to Competitors

7.1         If You are registered as a Competitor, You agree and further acknowledge and agree that:

1. in making an Entry, to be bound by this Agreement and all Competition Information (including the Competition Terms and Conditions) relating to the Competition;
2. RAMPIT does not guarantee the accuracy of the Competition Information (or other Content posted on the Website), ownership of any Content, or the availability of any Prize;
3. any leader board appearing in connection with a Competition is indicative only and makes no representations and creates no entitlements in relation to any Prize;
4. RAMPIT does not control the decisions of the Competition Host and that any claims You may have in relation to the decisions of the Competition Host (including the selection of the Winner and ranking of Competitors), may be taken solely against the Competition Host, including any defamation or other claims arising from its ranking of Competitors;
5. RAMPIT is not responsible for any Postings provided by other Users or for the accuracy of Content provided by other Users;
6. RAMPIT is not liable to pay any Prize, and You will look solely to the Competition Host for payment of any Prize;
7. in the event that You have any dispute with another User, You release RAMPIT from all claims of any kind arising from that dispute;
8. You will not initiate contact with a Competition Host for the purpose of contracting separately with the Competition Host and/or circumventing any Competition; and,
9. an Entry will be deemed to have been logged at the time that it is received by RAMPIT. You agree that neither RAMPIT nor the Competition Host is responsible for any Entry not being received due to technical reasons or otherwise.

7.2         Judges are permitted to interact with Competitors to carry out due diligence as necessary to evaluate the proposals against the judging criteria.  It is the responsibility of each Competitor to respond to inquiries from Judges in a timely manner.

7.3         The Competition Host reserves the right to conduct an administrative review of any Entry in order to screen for completeness and other Entry Content requirements (as described in the Competition Terms and Conditions) before distributing approved Entries to Judges.

7.3         Competitors permit RAMPIT and/or the Competition Host to publish any Entry, Entry Content, or Content to other Competitors, Judges or other designees, as necessary, to promote greater transparency, collaboration, and follow-on investment for Competitors during the Competition.  For further information regarding the sharing of Entries, Entry Content, and Content, please refer to Section 14, Intellectual Property, the Rules, and the Privacy Policy.

8.        RAMPIT's relationship with Competitor and Competition Host

 

8.1         RAMPIT is not involved in any way in the formation of any contract between the Competitor and the Competition Host. RAMPIT at no time acts as an agent for a Competitor or a Competition Host.

 

8.2         RAMPIT will not be liable to any Competitor in any respect if a Competition Host or Competitor fails to perform its obligations under this Agreement or the Competition.

 

8.3         The Competition Host will at all times be liable to pay Prize(s) to the Winner(s) in accordance with the Agreement and the Competition Terms and Conditions. RAMPIT will have no liability whatsoever in respect to the failure of a Competition Host to pay Prize(s) to Winner(s), and You acknowledge and agree that You will not take action of any kind against RAMPIT in respect to any claim for a Prize that You may or may not have or wish to make.

9.        Terms specific to Winners and Competition Hosts

 

9.1         The Winner(s) agree that payment of any Prize(s) is conditional upon receipt by the Competition Host of any Entry Content used or consulted by the Winner in generating the winning Entry and that Prize(s) will not be paid until this condition has been satisfied.

 

9.2         The Winner and the Competition Host acknowledge and agree that once the Winner has been chosen and notified, the Winner will enter into a separate, binding and direct agreement with the Competition Host in accordance with the Competition Terms and Conditions and in relation to the provision of the Entry, the Prize and the rights of the Winner(s).  This separate agreement will provide the terms for use of the Prize money, as well as the metrics that will be used to evaluate the proposal’s success. The agreement will state that the Prize money must be used to further the plan proposed as part of the competition and will include a detailed budget. RAMPIT and its third party providers will not be a party to this separate agreement and will have no responsibility or liability whatsoever in relation to the performance or failure to perform under the separate agreement.

 

9.3         Each Competition Host acknowledges that RAMPIT does not make any warranties or representations as to the accuracy or utility of any Entry or associated Entry Content.

10.      Taxes on Prizes

 

10.1       You will be responsible for any tax, levy, or other charge that may arise under any applicable law from the use of this website, including from the award of any Prize(s). You acknowledge that You will not be entitled to demand any additional payment by reason of any Prize(s) being subject to any tax, levy, or other charge in any jurisdiction.

11.      Limitation of liability

 

11.1       THIS WEBSITE AND SERVICES, AND ALL CONTENT ASSOCIATED THEREWITH, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RAMPIT AND ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RAMPIT DOES NOT WARRANT THAT THIS WEBSITE AND RELATED SERVICES AND THE CONTENT PROVIDED THROUGH IT, INCLUDING THE ENTRIES AND ASSOCIATED ENTRY CONTENT, TO BE AVAILABLE, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THIS WEBSITE (INCLUDING THE SERVICES).  THIS LIMITATION OF LIABILITY HOLDS EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT BETWEEN THE ARIZONA COMMUNITY FOUNDATION AND THE COMMON POOL, LLC (“Consulting Agreement”).

 

11.2       UNDER NO CIRCUMSTANCES WILL THE COMPETITION HOST NOR RAMPIT NOR ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THIS WEBSITE, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, EVEN IF RAMPIT OR A RAMPIT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS LIMITATION SHALL NOT APPLY TO SERVICES DESCRIBED IN THE AGREEMENT BETWEEN THE ARIZONA COMMUNITY FOUNDATION AND THE COMMON POOL, LLC (“Consulting Agreement”).  Without limiting the generality of the foregoing, You agree that RAMPIT is not responsible for any Loss arising out of, or in any way connected with:

1. delay or inability to access or use this Website;
2. reliance on any Competition Information or other Content;
3. the transmission of any computer virus, however occurring;
4. any unauthorized access to, modification or alteration of Content;
5. any Content sent or received or not sent or received;
6. any transaction entered into through this Website;
7. any infringement of rights, including Intellectual Property Rights;
8. any threatening, defamatory, obscene, offensive, harmful, inappropriate or illegal Content or conduct of any party;
9. any Content sent by any third party using and/or included in this Website;
10. termination of Your participation; or
11. any delays, interruptions, inaccuracies, errors, omissions or cessation of services.

 

11.3       For the avoidance of doubt, You acknowledge that RAMPIT is a provider of an interactive computer service and not a publisher under Section 230 of the Communications Decency Act of 1996, and therefore not responsible for any of the Users' Postings. If, notwithstanding the provisions of this Clause 11.3, a court of competent jurisdiction holds RAMPIT liable in respect of any matters arising under or incidental to this Agreement, RAMPIT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THIS WEBSITE OR RELATED SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) WILL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR USING THIS WEBSITE DURING THE 12 MONTHS PRECEDING YOUR CLAIM, OR, IF NO AMOUNT WAS PAID, SUCH LIABILITY WILL BE LIMITED TO $1,000.

 

11.4       You agree that RAMPIT and its third party providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in RAMPIT complying with its obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:

1. fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or industrial strike;
2. telecommunications failure, hardware failure or software failure;
3. the failure of any third party to fulfill any obligations to RAMPIT; or
4. any other circumstance or event which is or is not within the reasonable control of RAMPIT.

12.      Indemnity

 

12.1       You agree to indemnify and hold RAMPIT and the Competition Host, its owners, officers, employees, agents and suppliers, harmless from all claims and Losses (including legal fees) due to or arising out of or in connection with Your Postings, Competition, Competition Information and other Content (as applicable), Your use of this Website, or Your breach of this Agreement.  Any issues of indemnity between the RAMPIT affiliate, The Common Pool, LLC, and the Competition Host, the Arizona Community Foundation, are addressed in the Consulting Agreement.

13.      Access to the Site outside of the United States

 

13.1       RAMPIT does not represent or warrant that the content on this Website complies with the laws of any country outside of the United States. If You access this Website from outside the United States, You do so at Your own risk.

14.      Intellectual property

 

14.1       You acknowledge that, as between the parties, RAMPIT is the owner of all Intellectual Property Rights in and to this Website (excluding Postings). You acknowledge that You have no Intellectual Property Rights in or to this Website except for a limited license to use as necessary to participate in a Competition or evaluate the possibility of such participation.

 

14.2       You acknowledge that all text, graphics, user interfaces, photographs, trademarks, logos and artwork, including the design, structure, selection, coordination, expression, 'look and feel' and arrangement of such Content, provided by RAMPIT or its licensors on this Website is owned or licensed by or to RAMPIT and is protected by applicable copyright, patent and trademark laws and various other intellectual property rights and unfair competition laws. No such Content can be copied, publicly displayed, modified, sold, licensed or distributed in any way by You without RAMPIT's prior written consent.

14.3       You acknowledge that all components of your submission (text, graphics, photos, videos, etc.) can be used by the Competition Host and RAMPIT in promotional efforts that support the Water Consciousness Challenge and the use of the website. This includes but is not limited to posting elements of your submission on social media channels, sharing them with traditional and social media outlets for potential publication, posting to the Arizona Community Foundation or other related websites, etc.

15.      Third party sites

 

15.1       From time to time, RAMPIT may provide, or any Content may contain, links to Third Party Sites and resources (e.g., www.youtube.com). You acknowledge that:

1. RAMPIT has no control over Third Party Sites and resources;
2. RAMPIT is not responsible for the availability of such external sites or resources; and
3. RAMPIT does not endorse and are not responsible for any content, advertising, products, services or other materials on or available from such sites or resources.

 

15.2       You acknowledge and agree that RAMPIT will not be responsible or liable, directly or indirectly, for any Loss caused or alleged to be caused by or in connection with Your use of or reliance on any Content or material available on or through any Third Party Sites or resource.

16.      Arbitration

 

16.1       In the interest of resolving disputes between You and RAMPIT in the most expedient and cost effective manner, You and RAMPIT agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, You and RAMPIT are each waiving the right to a trial by jury or to participate in a class action.

 

16.2       Exceptions. Notwithstanding subsection (a), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, (iv) to file suit in a court of law to address intellectual property infringement claims or (v) if You are a Competition Host, resolve any dispute that primarily relates to the applicable Consulting Agreement pursuant to the provisions of said agreement.

 

16.3       Any arbitration between You and RAMPIT will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.

 

16.4       A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for You, by electronic mail ("Notice"). RAMPIT's address for Notice is: RAMPIT, LLC, 1004 Hickory Lane, Suite 3, Hermitage, TN 37076 or support@rampit.com. The Notice must (a) describe the nature and basis of the claim or dispute; and, (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 calendar days after the Notice is received, You or RAMPIT may commence arbitration proceedings.

 

16.5       Any arbitration hearings will take place at a location to be agreed upon in Nashville, TN, provided that if the claim is for $10,000 or less, You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 calendar days of the arbitrator's ruling on the merits.

 

16.6       YOU AND RAMPIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and RAMPIT agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

 

16.7       If only Clause 16.6 is found to be unenforceable, then the entirety of this Section 16 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 18 shall govern any action arising out of or related to the Agreement.

17.      Digital Millennium Copyright Act

 

17.1       If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing RAMPIT's copyright agent (the "Copyright Agent") with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

17.2       RAMPIT's designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent, RAMPIT, LLC, 1004 Hickory Lane, Suite 3, Hermitage, TN 37076, email: support@rampit.com. You acknowledge that if you fail to comply with all of the requirements of this Section 17, your DMCA notice may not be valid.

17.3       If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

1. Your physical or electronic signature;
2. Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
3. A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Nashville, Tennessee, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

 

17.4       If a counter-notice is received by the Copyright Agent, RAMPIT may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at RAMPIT's sole discretion.

18.      Miscellaneous

 

18.1       As defined in Clause 1.1, this Agreement is the entire agreement between You and RAMPIT relating to the subject matter herein, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between You and RAMPIT with respect to said subject matter. This Agreement shall not be modified except in a writing signed by both parties, or by a change made as provided in Clause 2.2. If any provision of this Agreement is invalid or unenforceable, such invalidity or unenforceability will not affect the remainder of this Agreement, which is severable from said provision and will remain in full force and effect.

 

18.2       If You breach any provision of this Agreement and RAMPIT has knowledge (either actual or constructive) of that breach, a failure to pursue legal action or to enforce any remedy against You will not constitute a waiver of its legal rights. Any waiver of rights under this Agreement must be in writing and signed by RAMPIT.

 

18.3       All matters relating to this Website and this Agreement are governed by and are to be construed according to the laws applicable in the state of Tennessee, United States (without regard to any rules governing choice of law). If one or more of the exceptions from arbitration expressly set forth in Section 16 above apply, You agree unconditionally to submit to the exclusive jurisdiction of the courts in Davidson County, Tennessee, in relation to all matters arising out of or in any way connected with this Agreement or this Website.

 

18.4       RAMPIT may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer Your rights or obligations under this Agreement without the prior written consent of RAMPIT. Any assignment attempted in violation of this Clause 18.4 shall be void.

 

18.5       The parties agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

 

18.6       Unless otherwise requested in writing by You, RAMPIT may refer to You and Your corporate identity (if applicable) as part of promoting this Website and RAMPIT in the marketplace. If RAMPIT wishes to describe the Competition Host using a characterization or terminology not already publicly available on the competition website, RAMPIT must seek approval in advance from the Competition Host. 

 

18.7       RAMPIT accepts content uploaded from Users in good faith and on the basis of warranties provided by Users. It is Your responsibility at all times to investigate and become satisfied as to the accuracy of the information provided by any other party (including all Users) on this Website. RAMPIT at no time makes any representations as to the accuracy of any information provided on this Website.

 

18.8       You acknowledge and agree that to the extent that this Agreement relates to a Competition, a prospective Competition or any Posting, this Agreement is intended to also be for the benefit of the Competition Host, the Competitors and other Users, who are entitled to enforce the provisions of this Agreement against You.

 

18.9       All notices, requests, demands, consents, approvals, offers, agreements or other communications given by You to RAMPIT must be emailed to RAMPIT at support@rampit.com

 

18.10     In the interpretation of this Agreement, unless the contrary intention appears:

1. the words 'includes' or 'including' mean 'includes without limitation' or 'including without limitation';
2. a reference to a 'person' or 'entity' includes a reference to an individual, group of individuals, corporation, firm, association or other entity;
3. the singular includes the plural and vice versa;
4. an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally; and headings are inserted for convenience only and do not affect the interpretation of this Agreement.