Contest Terms and Conditions
This document sets forth the terms and conditions of a contest (“Contest”) organized by Personalized Kicks, Inc. d/b/a Garrixon (the “Garrixon”) for the design of footwear as described at https://garrixon.com/pages/design-contest
- Eligibility. This Contest is open to any person who is 18 years of age or older who signs up by submitting an entry online on Instagram as provided in Section 3 below, but is void where prohibited by law. Employees of Garrixon and its affiliates and subsidiaries (collectively, “Employees”), and immediate family members and/or those living in the same household of Employees, are not eligible to participate in the Contest. The Contest is subject to all applicable foreign, federal, state and local laws and regulations.
- Agreement to Terms and Conditions. By participating, each contestant (“You” or “Your”) agree to be fully unconditionally bound by these terms and conditions, and You represent and warrant that You meet the eligibility requirements. In addition, You agree to accept all decisions of Garrixon with respect to the Contest as final and binding.
- How to Enter. The Contest must be entered by submitting an entry online on Instagram] and your design (“Design”) of footwear in compliance with the requirements specified at garrixon.com/createwithgrxn and the following requirements. In order for Your Design to eligible, post an image, video or multiple images of Your Design to your Instagram feed with the hashtag #CreatewithGRXN and tag @garrixonstudio & @vibram in the image. Your Design may be submitted in any format, including, handwritten drawing, computer-aided drawing or 3D rendering. Your Instagram account must be public. There is no limitation on the number of Designs you may submit. The entry must fulfill all Contest requirements, as specified. Entries that are incomplete or do not adhere to the Contest requirements may be disqualified at the sole discretion of Garrixon.
- Contest Period. Entries will be accepted online starting on May 27th, 2020 and ending June 28th, 2020. All online entries must be received no later than 11:59PM June 28th, 2020.
- Contestant’s Warranties and Representations; Intellectual Property Rights. By submitting a Design, You warrant and represent that the Design submitted by You (a) is original to You, (b) does not infringe the intellectual property, privacy, publicity or any other rights of any third party and (c) does not violate any federal, state or local law or regulation. You acknowledge and agree that the Design shall be and remain the sole and exclusive property of Garrixon and hereby assign to Garrixon all right, title and interest in and to the Design, with Garrixon having all ownership rights therein, including the right to modify the Design. Should You be selected as a Finalist (as defined below), You agree to execute and deliver to Garrixon an assignment of ownership rights, title and interest in the Design to Garrixon as a condition to receiving any Award (as defined below) in a form acceptable to Garrixon in its sole discretion.
- Publicity. By entering this Contest, except where prohibited by law, participation in this Contest constitutes Your consent to Garrixon’s use of Your name, likeness, voice, opinions and biographical information for promotional purposes in any media without payment or consideration.
- Disqualification. Garrixon reserves the right in its sole discretion to disqualify any person it finds to be tampering with the entry process or the operation of the Contest or to be acting in violation of these terms and conditions or in an unsportsmanlike or disruptive manner. Failure by Garrixon to enforce any provisions of these terms and conditions shall not constitute a waiver of that provision.
- Selection of Winner. Garrixon, in its sole discretion, will select sixteen (16) of the Designs submitted by the contestants participating in the Contest (the “Top 16 Designs”) that will compete for votes in Instagram Stories on @garrixonstudio & @ubiqlife, pursuant to a process designed by Garrixon in its sole discretion (“Instagram Competition”), until fourteen (14) Designs of the Top 16 Designs have been eliminated in the Instagram Competition. Any and all determinations made by Garrixon in connection with the Instagram Competition will be final and binding on the contestants. Each contestant that submitted any of the two (2) Designs that have not been eliminated in such Instagram Competition (each, a “Finalist”) will work with Garrixon on patterning, grading and sampling to prepare for the production of a shoe using his, her or its Design. Garrixon will conduct pre-sales of each such shoe through Garrixon.com and UBIQlife.com for a period of approximately five (5) to ten (10) days on terms and conditions, including, without limitation, price and quantity, as determined by Garrixon in its sole discretion (“Pre-Sales”). With respect to Pre-Sales of the two (2) Designs, Garrixon will award and pay to (x) the contestant whose shoe had the greater amount of Pre-Sales in terms of [dollars], 30% of the Profits from the Pre-Sales of such shoe and (y) the other contestant 10% of the Profits from the Pre-Sales of his, her or its shoe. “Profit,” with respect to a pair of shoes sold during the Pre-Sales period, shall be calculated by (x) subtracting all costs and expenses associated with the production and sale of such shoe, including, without limitation, all direct costs and indirect costs, including, without limitation, allocated overhead and taxes, from (y) the revenue (net of discounts and returns) received in respect of the sale of such shoe, all as determined by Garrixon in its sole discretion (such amounts payable pursuant to clause (x) and (y), each an “Award”). Garrixon’s calculation of profit shall be final and binding.
- Release; Limitations of Liability; Indemnification. By participating in the Contest, You agree to release and hold harmless Garrixon and its affiliates and their respective officers, directors, employees and agents (collectively, the “Released Parties”) from and against any claim or cause of action arising out of participation in the Contest, including, but not limited to: (a) any technical errors that may prevent a contestant from submitting an entry; (b) printing errors; (c) lost, late, post-due, misdirected or undeliverable mail; (d) errors in the administration of the Contest or the processing of entries; or (e) injury, death or damage to persons or property which may be caused, directly or indirectly in whole or in part, from Your participation in the Contest. You further agree that in any cause of action, the Released Parties’ liability will be limited to the cost of entering, if any, and participating in the Contest, and in no event shall the Released Parties be liable for attorneys’ fees. You waive any right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct or indirect damages. Further, You shall indemnify, defend and hold harmless the Released Parties from and against any and all suits, proceedings, claims, liability, losses, damages, costs or expenses, including, without limitation, reasonable attorneys’ fees, which the Released Parties or any of them may incur, suffer, or be required to pay arising out of (i) any infringement or suspected infringement of any third party’s intellectual property or other rights or (ii) any breach of these terms and conditions by You.
- Disputes. You agree that any and all disputes, claims and causes of action arising out of, or connected with, the Contest shall be resolved individually, without resort to any form of class action, and exclusively by the state courts located in Philadelphia, Pennsylvania or Federal courts sitting in the Eastern District of Pennsylvania. The Contest and these terms and conditions shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles.