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By entering this Contest or completing a submission for our review, you acknowledge that you have read, understand and agree to be bound by these Terms of Use. We reserve the right, at our sole discretion, to change, modify, add, or delete all or any portion of these Terms of Use at any time without advance notice. If we do this, we will post the changes to these Terms of Use on our web site and will indicate the date these terms were last revised. Unless you notify us in writing and request to be withdrawn from the Contest, you will be considered to have accepted the Terms of Use as it is currently published. If you do not agree to abide by these or any future Terms of Use, you must notify us in writing within 10 days. It is your responsibility to regularly check the our web site, www.rpgkc.org to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. PLEASE NOTE THAT BY AGREEING TO THE TERMS AND CONDITIONS PROVIDED FOR HEREIN YOU MAY BE TRANSFERRING VALUABLE INTELLECTUAL PROPERTY RIGHTS TO US OR THIRD PARTIES FOR OUR OR ITS COMMERCIAL USE.

Defined Terms

All initial capitalized terms used in these Terms of Use shall have the meaning ascribed to such terms. In addition to the terms defined elsewhere herein, the following initial capitalized terms shall have the meaning ascribed to such term below:

"Contest" means any Contest promoted by the Role Players Guild of Kansas City or its officers.

"Content" means all information and data that may be disseminated, disclosed or displayed on or uploaded, submitted or posted in association with a Contest, including without limitation all Name Suggestions, designs, text, personal data, graphics, pictures, video, animation, information, music, sound, audio, illustrations, diagrams, data, html code and other files and creative output, in whatever format.

"Intellectual Property Rights" means any Invention, writing, trade name, trademark, service mark, mask work, copyright, patent or any other material registered or otherwise protected or protectable under state, federal, or foreign patent, trademark, copyright, or similar laws.

"Inventions" includes ideas, discoveries, inventions, developments and improvements, whether or not reduced to practice and whether or not patentable or otherwise within the definition of Intellectual Property.

"Moral Rights" means any rights to claim authorship of any Content, to object to or prevent any modification of any Content, to withdraw from circulation or control the publication or distribution of any Content, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a "moral right."

"Name Suggestions" means all names and naming ideas submitted in response to a particular Contest.

"Person" means any individual, trust or legal entity.

"Proprietary Information" includes any scientific, technical, trade or business secrets of any person or entity and any scientific, technical, trade or business materials that a person or entity treats, or is obligated to treat, as confidential or proprietary, including, but not limited to, Inventions belonging to a person or entity and confidential information obtained by or given to a person or entity about or belonging to a third party.

“Terms of Use” this document or the most current version posted on our web site.

"User" is any Person that registers to participate as a Contestant and that has accepted these Terms of Use.

Ownership of Content

Each Contestant hereby acknowledges and agrees that, subject to these Terms of Use and applicable law, Contestants will not retain any applicable copyright and other Intellectual Property Rights with respect to any submissions created, posted or sent for this Contest.

In consideration for the opportunity to receive a Contest award, each Contestant hereby grants to the Role Players Guild of Kansas City and its officers: (a) a royalty-free, worldwide, fully paid-up, irrevocable, non-exclusive right and license to use, reproduce, display, store and distribute the submitted Content, (b) a royalty-free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to copy, analyze and use any Content submitted for the Contest, as the Role Players Guild of Kansas City or its officers may deem necessary or desirable for any purposes, (c) a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sublicensable right and license to exercise the copyright, publicity, and database rights the Contestant may have to any data submitted for this Contest.

In the event that any submission provided is selected as a winning entry, then in consideration for payment of any award chosen by the Role-players Guild of Kansas City and its officers such Contestant: hereby irrevocably assigns to the Role-players Guild of Kansas City and its officers any and all Intellectual Property Rights, if any, that such Contestant may have in such chosen name; to the extent such Contest is not otherwise effective to fully vest in the Role-players Guild of Kansas City all right, title and interest in such submission the Contestant hereby grants to the Role-players Guild of Kansas City and its officers an exclusive, worldwide, perpetual, fully-paid up, royalty-free, transferable right and license, with the right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, exploit, use, and dispose of such submission for any purpose and in all forms and all media whether now known or to become known in the future, the right to retain all revenue and income derived therefrom, and any and all other related rights of whatever kind or nature, but in each instance, solely to the extent of such Contestant's Intellectual Property Rights, if any, in such submission; and waives and agrees never to assert any and all Moral Rights such Contestant may have in or with respect to any such submission in connection with the Role-players Guild of Kansas City or its officers’ use thereof, even after termination of these terms of use. At the request of the Role-players Guild of Kansas City or any of its officers, and at no additional charge, such Contestant hereby covenants and agrees to execute, acknowledge and deliver any and all documents or instruments that the Role-players Guild of Kansas City or any of its officers may determine necessary, in its reasonable discretion, to fully assign any and all Intellectual Property Rights that such Contestant may have in such submission for entry to the Contest; provided, however, the licenses granted hereunder shall be effective regardless of whether any such additional documents are executed. In the event the Role-players Guild of Kansas City or its officers are unable for any reason, after reasonable effort, to secure a Contestant's signature on any document needed in connection with the actions or grants specified herein, each Contestant hereby irrevocably designates and appoints the the Role-players Guild of Kansas City and its duly authorized officers and agents as such Contestant's agent and attorney in fact, which appointment is coupled with an interest, to act for and in such Contestant's behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the licenses granted hereunder with the same legal force and effect as if executed by such Contestant.

Each Contestant further acknowledges and agrees that any compensation that such Contestant might receive as a result of submitting such Contest submission, may be inadequate or below fair market value, and such Contestant expressly agrees to bear such risk in connection with submitting Content for use in the Contest.

Each Contestant further understands and agrees that: it is solely responsible for understanding all copyright, patent, trademark, trade secret, Proprietary Information and other Intellectual Property Rights or other laws that may apply or relate to any Content submitted; it is solely responsible for, and the Role-players Guild of Kansas City and its officers will have no liability in connection with, the legal consequences of any actions or failures to act on its part, including without limitation any legal consequences relating to its or any other Person's Intellectual Property Rights or Proprietary Information.

Copyright and Trademark Infringement Complaints

The Role-players Guild of Kansas City respects the intellectual property rights of others and prohibits Contestants from uploading, posting or otherwise transmitting any materials that violate another party's Intellectual Property Rights or that constitutes another Person's Proprietary Information. Any infringing materials posted by any Contestant can be identified and removed pursuant to the Role-players Guild of Kansas City compliance with the Digital Millennium Copyright Act (the "DMCA"). Each Contestant agrees to comply with such process in the event it is involved in any claim of copyright or trademark infringement to which the DMCA may be applicable.

Disputes

Each Contestant hereby releases the Role-players Guild of Kansas City (and all of the Role-players Guild of Kansas City affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any Content submitted, stored or transported by any means and any dispute a Contestant may have with another Contestant; including, without limitation, any claim that Content submitted by a Contestant infringes upon any Intellectual Property Rights or constitutes another Person's Proprietary Information. Each Contestant further acknowledges and agrees that: (a) the Role-players Guild of Kansas City and its officers will have the right but not the obligation to resolve disputes between or among Contestants, and the Role-players Guild of Kansas City and its officers resolution of any particular dispute shall not create an obligation to resolve any other disputes; (b) to the extent the Role-players Guild of Kansas City and its officers elect to resolve such disputes, it will do so in good faith based solely on the general rules and standards agreed to by its officers; (c) the Role-players Guild of Kansas City and its officers’ resolution of such disputes will be final; and (d) each Contestant hereby releases the Role-players Guild of Kansas City (and the Role-players Guild of Kansas City affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such resolution of disputes. 

Indemnification

Each Contestant hereby agrees to defend, indemnify and hold harmless the Role-players Guild of Kansas City, its affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from or related to any breach of these Terms of Use or the alleged infringement or misappropriation of any Intellectual Property Right or Moral Right or the alleged misappropriation of any Proprietary Information.

Dispute Resolution; Governing Law; Venue and Jurisdiction

THESE TERMS OF USE AND ANY DISPUTE ARISING FROM THE PERFORMANCE OR BREACH HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES AND EXCLUDING ANY APPLICATION OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EACH CONTESTANT (I) HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF MISSOURI LOCATED IN JACKSON COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT THAT IS NOT SUBJECT TO ARBITRATION AS PROVIDED BELOW, (II) HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH SUITS, ACTIONS OR PROCEEDINGS MAY BE HEARD AND DETERMINED IN SUCH MISSOURI STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI AND (III) TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT. A FINAL JUDGMENT OBTAINED IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING REFERRED TO IN THIS SECTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT OR JUDGMENT OR IN ANY MANNER AS PROVIDED BY APPLICABLE LAW.

EACH CONTESTANT HEREBY AGREES THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE SHALL BE FINAL AND BINDING ARBITRATION, EXCEPT THAT TO THE EXTENT THAT THE ROLE PLAYERS GUILD OF KANSAS CITY OR A CONTESTANT HAS IN ANY MANNER INFRINGED UPON OR VIOLATED OR THREATENED TO INFRINGE UPON OR VIOLATE THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, THEN THE PARTIES ACKNOWLEDGE THAT BINDING ARBITRATION IS NOT AN ADEQUATE REMEDY AT LAW AND THAT INJUNCTIVE OR OTHER APPROPRIATE RELIEF MAY BE SOUGHT. 

Arbitration under this Agreement shall be conducted by an arbitrator selected by the Role-players Guild of Kansas City and its officers. The location of the arbitration shall be selected by the Role-players Guild of Kansas City and its officers and the allocation of costs and fees for such arbitration shall be determined in accordance with the arbitrator’s rules. If such costs are determined to be excessive in a consumer dispute, the Role-players Guild Of Kansas City will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER CONTESTANT, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN NO EVENT SHALL ANY CLAIM, ACTION OR PROCEEDING BY YOU RELATED IN ANY WAY TO THIS CONTEST BE INSTITUTED MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION AROSE.

 

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