COMPETITION TERMS & CONDITIONS #
Missing Middles — Sacramento Three & Up Challenge™ (2026)
PLEASE READ CAREFULLY.
The Missing Middles Three & Up Challenge (“Competition”) is an architecture and design competition created and administered by Middle Kingdom Holdings LLC under the trade name “Missing Middles” (“Sponsor”) to advance innovative approaches to small-scale residential design, support community-oriented housing solutions, and contribute to a broader ecosystem of civic, educational, and planning resources.
By participating in the Competition, you (“Entrant,” “You,” or “Your”) agree to these Competition Terms and Conditions (“Terms”), the Competition Rules (“Rules”), and the Entrant IP License Agreement (“IP License”), all of which collectively govern Your participation in the Competition.
1.DEFINITIONS
For purposes of these Competition Terms and Conditions (“Terms”), the following capitalized terms have the meanings set forth below. Capitalized terms used in these Terms but not defined here have the meanings given to them in the Competition Rules (“Rules”) or the Entrant IP License Agreement (“IP License”), as applicable.
0.1.“Competition”means the 2026 Missing Middles Three & Up Challenge, including all application, submission, judging, evaluation, announcement, award, and related activities.
0.2.“Sponsor”means Middle Kingdom Holdings LLC, its officers, directors, employees, consultants, advisors, and authorized representatives.
0.3.“Entrant”means any individual or team member who registers for, submits materials to, or otherwise participates in the Competition.
0.4.“Team”means a group of eligible individuals submitting a single Submission, as further described in the Rules.
0.5.“Submission” or “Submission Materials” means all materials submitted by Entrant or on Entrant’s behalf at any stage of the Competition, whether in draft or final form, including without limitation design files, drawings, models, renderings, text, narratives, diagrams, data, images, audiovisual materials, digital files, feasibility analyses, embedded metadata, revisions, and any supplemental materials uploaded, delivered, or otherwise provided to Sponsor in connection with the Competition.
0.6.“Rules”or “Competition Rules” means the Competition Rules published by Sponsor and incorporated into these Terms by reference. In the event of any inconsistency between the Rules and the Terms, these Terms control over the Rules.
0.7.“IP License”means the separate Entrant IP License Agreement that each Entrant must accept as a condition of participation in the Competition, governing ownership, licensing, attribution, modification, derivative works, and related intellectual property matters. In the event of any inconsistency between the IP License and these Terms or the Rules, the IP License shall control.
0.8.“MM Materials”means any templates, pro formas, frameworks, design materials, datasets, maps, planning information, instructions, prompts, downloadable content, diagrams, documentation, feasibility tools, technical frameworks, zoning overlays, site information, or other materials provided or made available by Sponsor or its collaborators for use in connection with the Competition. Entrants may use MM Materials solely for purposes of preparing Submissions for the Competition.
0.9.“Finalist”means an Entrant or Team selected by the Jury to advance to the second round or final stage of judging, as described in the Rules.
0.10.“Winner”means an Entrant or Team selected by Sponsor and the Jury to receive an award or monetary prize as described in the Rules and these Terms.
0.11.“Jury”means the individuals appointed by Sponsor to evaluate Submissions in accordance with the Rules.
0.12.“Eligible Participant”means an Entrant who meets all eligibility requirements set forth in the Rules and these Terms.
0.13.“Commercial Use” means any use of a Submission or derivative thereof in which the Submission Materials, or any material, protectable portion or derivative thereof, are sold, licensed for a fee, or otherwise monetized. Any Commercial Use by Sponsor or its Licensing Entity requires a separate written agreement with Entrant.
0.14.“Non-Commercial Use”means any use of a Submission or derivative thereof in which the Submission Materials, or any portion or derivative thereof, are not sold, licensed for a fee, or otherwise monetized. Non-Commercial Use includes, without limitation, educational, promotional, research, symposium, accelerator, pattern book, planning, feasibility, civic, or public-interest uses, regardless of whether such uses indirectly support or promote revenue-generating activities of Sponsor or its affiliates.
Non-Commercial Use expressly includes the development, publication, and free distribution of pattern books, plan sets, feasibility tools, curriculum, and other civic or educational materials, so long as neither the Submission Materials nor any derivative works incorporating them are sold, licensed for a fee, or otherwise monetized.
0.15.“Disqualification”means removal of an Entrant or Submission from any stage of the Competition for any reason permitted under these Terms or the Rules, including but not limited to eligibility failures, violation of anonymity requirements, prohibited conduct, intellectual property concerns, or conflict-of-interest determinations.
0.16.“Prize” or “Award”means any monetary award, recognition, or non-monetary benefit described in the Rules, subject to eligibility verification, tax compliance, execution of the Winner Agreement, and other conditions set forth in these Terms.
0.17.“Collaboration Partner” means any entity, organization, or individual that provides financial support, in-kind contributions, services, expertise, or other assistance to Sponsor in connection with the Competition, whether formally recognized or informally engaged. A Collaboration Partner does not acquire any ownership of, or rights in, any Submission or Submission Materials except as expressly granted in a separate written agreement with Sponsor.
0.18.“Competition Website” means the official website, web portal, or online platform designated by Sponsor for administration of the Competition, including registration, submission of materials, publication of updates, posting of Rules or modifications, dissemination of notices, and distribution of MM Materials. Sponsor may update or change the Competition Website at any time upon notice to Entrants or by posting such change on the Competition Website.
0.19.“Force Majeure Event”means any event outside Sponsor’s reasonable control, including without limitation natural disasters, pandemics, strikes, governmental actions, technical outages, system failures, or acts of God.
1.INCORPORATION AND PRECEDENCE OF TERMS
1.1.Incorporation of Rules and IP License.
The Rules and the IP License are hereby incorporated into these Terms and collectively form part of the binding agreement governing Entrants’ participation in the Competition. By registering for the Competition or submitting any Submission Materials, Entrants agree to comply with all requirements set forth in these Terms, the Rules, and the IP License. No Submission will be deemed complete unless and until the Entrant accepts the IP License.
1.2.Preview of IP License Rights.
Entrants acknowledge that the IP License grants Sponsor broad rights to use, reproduce, display, modify, adapt, combine, and create derivative works from Submission Materials, including for pattern books, permit-ready plan sets, feasibility tools, educational materials, and future commercialization activities. Entrants further acknowledge that the IP License includes waivers of certain attribution and moral-rights claims necessary to permit such uses, and that acceptance of the IP License is a condition of participation in the Competition.
Entrants understand and agree that these uses are non-royalty-bearing and that Entrants will not receive any compensation, revenue share, or other payment for Sponsor’s Non-Commercial Uses of the Submission Materials or for any derivative works created pursuant to the IP License.
1.3.Non-Commercial Scope of IP License.
Entrants acknowledge that the IP License grants Sponsor rights solely for Non-Commercial Use, as defined in these Terms, including the right to reproduce, display, modify, adapt, and create derivative works such as pattern books, plan sets, feasibility tools, educational materials, and civic publications. Any Commercial Use of Submission Materials—such as sale or fee-based licensing of such materials—requires a separate written agreement and is not granted under the IP License.
1.4.Distinct Roles of the Competition Documents.
These Terms set forth the legally binding obligations applicable to Entrants, including eligibility requirements, disqualification, awards, liability limitations, and Sponsor authority. The Rules describe the procedural and structural aspects of the Competition, including submission specifications, judging processes, evaluation criteria, and deadlines. The IP License governs all intellectual property rights relating to Submission Materials, including ownership, licensing, attribution, modification, derivative works, and permitted uses.
1.5.Reading the Documents Together.
The Competition Documents address different aspects of the Competition and are intended to operate collectively. Entrants are responsible for reviewing all Competition Documents and ensuring ongoing compliance with each. In the event of any inconsistency among the Competition Documents, the order of precedence set forth in Section 18 shall control.
1.6.Sponsor Interpretation and Authority.
Sponsor retains sole discretion to administer, interpret, and enforce these Terms, the Rules, the IP License, and all other Competition-related materials. All determinations regarding eligibility, submission compliance, anonymity, conflicts of interest, judging procedures, scoring, tie-breaking, awards, modification of Competition procedures, and corrective actions are final and binding unless otherwise required by applicable law. No Entrant shall have any right to appeal, challenge, or obtain review of any such determinations. Sponsor’s determinations regarding anonymity, conflicts of interest, and potential biases are final and binding and are not subject to appeal or challenge.
1.7.Updates to the Rules and Other Materials.
Sponsor may modify, amend, or supplement the Rules or other operational materials at any time to reflect procedural, administrative, or structural needs. Updates will become effective upon posting to the Competition Website or upon direct notice to Entrants. These Terms will continue to govern the legal relationship between Entrants and Sponsor unless expressly modified in writing by Sponsor. Continued participation in the Competition after any such update constitutes acceptance of the updated materials.
1.8.Privacy Policy Incorporation
Sponsor’s collection, use, storage, and protection of Entrant personal information and Submission data is governed by Sponsor’s Privacy Policy, available at [INSERT URL] and incorporated into these Terms by reference. By registering for or participating in the Competition, Entrants acknowledge that they have reviewed and agree to be bound by the Privacy Policy.
2.ELIGIBILITY
2.1.Eligible Participants.
To participate in the Competition, each individual Entrant must (i) be at least eighteen (18) years of age at the time of entry; (ii) satisfy all eligibility requirements set forth in these Terms and in the Rules; (iii) provide complete and accurate information during registration and throughout the Competition; and (iv) agree to be bound by these Terms, the Rules, and the IP License. Sponsor may request documentation at any time to verify an Entrant’s identity, age, status, or compliance with these Terms, and may disqualify any Entrant who fails to provide such verification promptly.
2.2.Teams.
Entrants may participate individually or as part of a multi-person team (“Team”), as described in the Rules. Each Team must designate one (1) member as the Team Representative, who will serve as the primary point of contact for Sponsor and will be responsible for submitting all required materials on behalf of the Team. Actions taken by the Team Representative in connection with the Competition shall be deemed to have been taken on behalf of the entire Team. Each individual Team member must independently agree to these Terms and to the IP License, and each remains individually responsible for compliance with all Competition requirements.
2.3.Ineligible Participants.
The following individuals are not eligible to enter or participate in the Competition: (i) employees, officers, directors, or contractors of Sponsor; (ii) employees, officers, directors, contractors, or agents of any Collaboration Partner; (iii) Jury members and any individuals involved in the administration, scoring, or evaluation of Submissions; (iv) the immediate family members (spouse, domestic partner, parent, child, or sibling) or household members of any such individuals; and (v) any person who has, in Sponsor’s judgment, obtained or been granted access to non-public Competition materials, evaluation tools, or deliberative processes. Sponsor may also determine, in its discretion, that an Entrant presents a conflict of interest or other fairness concern, and may disqualify such Entrant at any stage of the Competition.
2.4.Institutional or Employer Participation.
If an Entrant participates as part of coursework, employment, fellowship, studio program, or any other institutional arrangement, it is the Entrant’s sole responsibility to confirm that such participation does not violate any applicable institutional rules, employer policies, intellectual property provisions, or contractual obligations. Sponsor will not mediate disputes arising out of institutional or employment relationships, and such matters fall outside the scope of these Terms.
2.5.Eligibility Verification.
Sponsor may, at any time and in its discretion, require Entrants to submit documentation or certifications confirming compliance with these Terms, including but not limited to government-issued identification, proof of student or professional status (if applicable), or signed declarations regarding originality or authorship. Failure to provide requested documentation may result in disqualification.
2.6.Eligibility as a Condition of Award.
Eligibility is an ongoing requirement. Finalists and Winners must continue to meet all eligibility requirements through the conclusion of the Competition and must satisfy all conditions precedent to receiving any Award, including but not limited to execution of the Winner Agreement, completion of required tax forms, and verification of compliance with these Terms, the Rules, and the IP License. Sponsor may withhold or revoke any Award, or reassign an Award to another Entrant, if Sponsor determines that an Entrant (i) is or has become ineligible; (ii) provided false or misleading information; (iii) violated any provision of these Terms, the Rules, or the IP License; or (iv) engaged in conduct that, in Sponsor’s discretion, undermines the fairness or integrity of the Competition. Awards are not transferable and may not be substituted except by Sponsor.
3.COMPETITION STRUCTURE
3.1.Overview of Competition Phases.
The Competition consists of multiple phases of evaluation, as more fully described in the Rules. These phases include an initial review of all eligible Submissions and one or more subsequent rounds of judging in which a subset of Entrants may be invited to refine or expand upon their work. The specific procedures, timelines, submission requirements, scoring criteria, and evaluation methodologies applicable to each phase are set forth in the Rules and may be supplemented or updated by Sponsor as needed.
3.2.Application of Rules.
Entrants are responsible for reviewing and complying with all procedural requirements described in the Rules, including but not limited to submission formats, deadlines, anonymity protocols, presentation requirements, and evaluation criteria. Sponsor may, in its discretion, waive minor irregularities that do not materially affect the fairness or integrity of the Competition, but no Entrant is entitled to a waiver.
3.3.Anonymity of Submissions.
To preserve the integrity of the judging process, Submissions will be evaluated anonymously in accordance with the Rules. Entrants must adhere strictly to the anonymity requirements described in the Rules, and any violation—whether intentional or inadvertent—may result in Disqualification. Sponsor may disclose entrant identities only after the completion of judging or for administrative purposes permitted under these Terms.
3.4.Judging and Evaluation.
Judging will proceed as described in the Rules. Sponsor may make procedural adjustments as necessary. All judging decisions are final.
3.5.Sponsor Authority to Modify Procedures.
Sponsor may issue updates or clarifications to the judging procedures, evaluation steps, timelines, or required deliverables as necessary. Any such updates will be posted on the Competition Website or otherwise communicated to Entrants. Entrants are responsible for monitoring Competition communications and complying with all updated requirements.
3.6.No Guarantee of Advancement or Award.
Sponsor makes no representation or guarantee that any Entrant will advance to a subsequent phase of the Competition or receive an Award. Sponsor may, in its discretion, decline to advance Submissions that fail to meet the quality, completeness, or eligibility standards described in these Terms or the Rules, and may decline to issue any Award if Sponsor determines that no Submission meets the Competition’s objectives or standards.
4.ENTRY REQUIREMENTS AND SUBMISSION STANDARDS
4.1.Submission Compliance.
All Submissions must comply with the procedural, technical, and formatting requirements described in the Rules. Entrants are solely responsible for reviewing and complying with those requirements, including any updates posted to the Competition Website. Sponsor may, in its discretion, reject or disqualify any Submission that fails to meet the requirements set forth in the Rules or these Terms.
4.2.Entry Fees.
Entry fees and available early-pricing tiers are posted on the Competition Website. Entrants must pay the applicable entry fee described on the Competition Website at the time of registration. Entry fees are non-refundable, including in the event of Disqualification, failure to complete a Submission, submission of an incomplete or non-compliant entry, or withdrawal from the Competition. Sponsor may offer early-registration pricing or promotional discounts as described in the Rules or advertised on the Competition Website. Entrants acknowledge that such pricing is limited in duration and is subject to change at Sponsor’s discretion.
4.3.Submission Responsibility.
Each Entrant, or each Team through its Team Representative, is responsible for ensuring that all Submission Materials are timely uploaded, complete, free of technical errors, and compliant with all file specifications and anonymity requirements described in the Rules. Sponsor is not responsible for any late, lost, corrupted, misdirected, or incomplete Submissions, regardless of cause, including technical failures of platforms or services used for submission.
4.4.Sponsor’s Right to Decline Review.
Sponsor may, in its discretion, decline to review any Submission that (i) is incomplete; (ii) does not comply with submission specifications; (iii) violates anonymity or formatting requirements; (iv) includes prohibited or improperly sourced content; or (v) otherwise fails to satisfy the standards set forth in these Terms or the Rules. Sponsor’s decision not to review a Submission does not entitle the Entrant to any refund, reconsideration, or alternative form of evaluation.
4.5.Submission Content Restrictions.
Submission Materials must not include content that (i) violates or infringes the intellectual property, privacy, or moral rights of any third party; or (ii) includes materials not permitted under the Rules, including materials inconsistent with anonymity protections. Any Submission found to include prohibited content may be disqualified. Entrants represent that their Submission Materials do not infringe the rights of any third party and comply with all applicable laws. Additional warranties and indemnification obligations are set forth in the IP License.
4.6.Minimum Technical Standards.
Submissions must reflect a level of technical feasibility sufficient to permit meaningful evaluation under the criteria set forth in the Rules. Sponsor may deem a Submission ineligible for review if it is technically infeasible, grossly non-compliant with applicable ordinances or site parameters, or otherwise incapable of evaluation.
4.7.Prohibited Conduct During Submission.
Entrants must not engage in any conduct that undermines the fairness or integrity of the submission process, including but not limited to (i) attempting to identify jurors or disclose entrant identity; (ii) submitting content created or materially assisted by prohibited technologies or tools; (iii) submitting plagiarized or misappropriated work; or (iv) interfering with the submission process or with other Entrants. Sponsor may disqualify any Entrant engaging in such conduct.
4.8.No Collusion or Unauthorized Collaboration.
Entrants must prepare all Submission Materials independently or solely with the members of their declared Team. Collaboration, assistance, or input from any person or organization outside the declared Team—whether paid or unpaid—is prohibited unless expressly authorized by Sponsor. Entrants may not coordinate with other Entrants or Teams, submit materially similar work, or use firm-wide or studio-wide resources that effectively result in coordinated or collective submissions. Sponsor may investigate suspected collusion or unauthorized collaboration at any stage of the Competition. Any Entrant or Team found to have engaged in such conduct may be disqualified or have any Award revoked.
5.ANONYMITY AND CONFLICT OF INTEREST
5.1.Anonymity Requirements.
To preserve the fairness and integrity of the Competition, all Submissions must be prepared and submitted in accordance with the anonymity requirements described in the Rules. Entrants must not disclose, directly or indirectly, their identity, institutional affiliation, or any other identifying information in, on, or in connection with their Submission Materials, except as expressly permitted in the Rules. Any communication with Sponsor regarding the Competition must be conducted through channels that do not disclose Entrant identities to Sponsor or to jurors or otherwise compromise the anonymous review process.
5.2.Anonymity During Judging.
Submissions will be reviewed anonymously during all rounds of judging. Sponsor will ensure that Entrant identities are not disclosed to the Jury or to any Sponsor personnel involved in evaluating or scoring Submissions. Entrants acknowledge that neither jurors nor evaluation-facing Sponsor personnel will have access to Entrant identities until after Winners have been selected, except as required for administrative review. Sponsor may access or disclose Entrant identities internally at any time for administrative or compliance purposes, including eligibility verification, conflict-of-interest review, or investigation of potential violations of these Terms or the Rules. The competition submission platform will administer procedural anonymity in accordance with Sponsor’s instructions.
5.3.Consequences of Anonymity Violations.
Any violation of the anonymity requirements, whether intentional or inadvertent, may result in immediate Disqualification. Sponsor retains sole discretion to determine whether anonymity has been compromised and whether such compromise warrants Disqualification or other remedial action. No refund of entry fees will be provided in the event of Disqualification.
5.4.Conflict of Interest Review.
Sponsor will conduct an internal review for potential conflicts of interest at one or more stages of the Competition, including after the de-anonymization of Finalists or Winners. Sponsor may rely on information provided by Entrants, Sponsor personnel, or third parties in assessing potential conflicts of interest and is under no obligation to disclose the details of its review or decision-making process to Entrants. Entrants acknowledge that they may be disqualified at any stage of the Competition—including after being named a Finalist or Winner—if Sponsor determines, in its discretion, that a conflict of interest existed or arose that could compromise the fairness or integrity of the Competition. Sponsor may revise, correct, or reissue results if a conflict of interest is discovered after judging, including altering finalist or winner designations.
5.5.Jury Conflicts of Interest.
Sponsor will manage and enforce conflict-of-interest procedures applicable to members of the Jury, as described in the Rules. Entrants acknowledge that such procedures may include requiring jurors to recuse themselves from the evaluation of certain Submissions or from participation in particular phases of judging. Sponsor has sole discretion to determine whether any juror is conflicted and to implement appropriate measures to ensure a fair judging process.
6.Judging and Tie-Breaking
6.1.Composition and Authority of the Jury.
Submissions will be evaluated by a panel of jurors selected by Sponsor (the “Jury”). Sponsor retains sole discretion to determine the composition of the Jury, to appoint additional jurors, to remove or replace jurors as necessary, and to implement any procedures required to maintain the integrity of the judging process. Entrants acknowledge that jurors serve in an advisory capacity to Sponsor, and that Sponsor retains ultimate authority over all judging outcomes and Award decisions.
6.2.Evaluation Criteria.
Submissions will be evaluated using the criteria, scoring methodology, and evaluation processes described in the Rules. Entrants are responsible for reviewing those criteria and ensuring that their Submission Materials address the considerations set forth therein. Sponsor may, in its discretion, clarify, adjust, or supplement evaluation processes as necessary to achieve a fair and consistent review. The specific weighting of criteria, scoring methods, deliberation processes, and internal evaluation procedures shall be determined exclusively by Sponsor and the Jury and need not be disclosed to Entrants.
6.3.Jury Discretion; Sponsor Oversight.
The Jury has discretion to interpret and apply the evaluation criteria and to determine the relative merit of Submissions. Sponsor may oversee the judging process to confirm procedural compliance, address potential conflicts of interest, and take any corrective measures Sponsor deems necessary to preserve the fairness and integrity of the Competition. Sponsor may correct clerical, computational, or procedural errors at any time and may direct the Jury to review, re-evaluate, or re-rank Submissions if Sponsor determines that such action is warranted.
6.4.Confidentiality of Deliberations.
The deliberations, discussions, scoring, rankings, commentary, internal notes, and decision-making processes of the Jury are confidential. Entrants acknowledge that they have no right to access or obtain any Jury deliberation materials, scoring sheets, internal communications, or other evaluative documents, except to the limited extent described in the Rules for finalist feedback. Sponsor is under no obligation to disclose the rationale for any judging decision.
6.5.No Right to Scores or Feedback.
Except as expressly described in the Rules with respect to feedback provided to certain finalists, Sponsor has no obligation to provide Entrants with scores, ranking explanations, juror comments, critiques, or any other form of feedback, whether written or oral. Entrants waive any expectation of receiving such information.
6.6.Tie-Breaking Procedures.
In the event of a tie or closely scored Submissions, Sponsor may apply the tie-breaking procedure described in the Rules or may implement an additional review, re-ranking, or evaluation process at Sponsor’s discretion.
6.7.Sponsor’s Right to Withhold Awards.
Sponsor may, in its discretion, determine that no Submission—or no Submission in a particular category, track, or award tier—satisfies the Competition’s objectives, standards, or requirements. Sponsor reserves the right to decline to issue one or more Awards under such circumstances. Entrants acknowledge that advancement to a later round or participation as a finalist does not guarantee receipt of an Award.
6.8.Sponsor’s Right to Re-Evaluate or Correct Judging Errors. Sponsor may re-evaluate Submissions or direct the Jury to do so if Sponsor determines that (i) an error has occurred in scoring or ranking; (ii) a conflict of interest has been identified; (iii) anonymity has been compromised; (iv) a juror must be recused; or (v) any other circumstance arises that, in Sponsor’s judgment, affects the fairness or integrity of the judging process. Sponsor may revise results, rankings, finalist selections, or Award decisions based on such corrective actions.
6.9.Finality of Judging Decisions. All judging determinations, including but not limited to rankings, scoring, tie-breaking outcomes, advancement decisions, and Award selections, are final and binding. Sponsor’s decisions relating to the interpretation or application of evaluation criteria, scoring methodology, or deliberative processes shall not be subject to appeal, challenge, or reconsideration, except as expressly required by applicable law.
7.DISQUALIFICATION AND RIGHT TO REMOVE ENTRIES
7.1. Grounds for Disqualification.
Sponsor may disqualify any Entrant, Team, or Submission at any stage of the Competition—whether before, during, or after judging—if Sponsor determines, in its sole discretion, that the Entrant, Team, or Submission has violated these Terms, the Rules, or the IP License, or has otherwise engaged in conduct inconsistent with the fairness or integrity of the Competition. Grounds for Disqualification include, without limitation: (i) failure to meet eligibility requirements; (ii) submission of incomplete, non-compliant, or improperly formatted materials; (iii) violation of anonymity requirements; (iv) inclusion of prohibited or infringing content; (v) misrepresentation of identity, authorship, or eligibility; (vi) manipulation or attempted manipulation of the judging process; (vii) prohibited contact with jurors or Sponsor personnel; and (viii) any form of prohibited conduct described in the Rules. Sponsor may decline to review, score, or consider any Submission that is technically infeasible, grossly non-compliant with applicable ordinances or development constraints, or otherwise incapable of meeting the objectives of the Competition, as determined in Sponsor’s sole discretion.
7.2.Right Not to Review Submissions.
Sponsor may decline to review, score, or evaluate any Submission that fails to meet the minimum requirements set forth in the Rules or these Terms, including Submissions that are incomplete, improperly assembled, technically deficient, untimely, or in violation of anonymity or content restrictions. Sponsor is under no obligation to notify Entrants of the reason a Submission was not reviewed. No refund of entry fees will be issued for any Submission that is not reviewed, scored, or evaluated, whether due to non-compliance, incompleteness, technical error, or any other reason permitted under these Terms or the Rules.
7.3.Disqualification After Judging or Award Announcement.
Sponsor may disqualify an Entrant or Team even after finalist selection, award notification, or public announcement of Winners if Sponsor determines that: (i) the Entrant was ineligible at any time during the Competition; (ii) the Submission violated these Terms, the Rules, or the IP License; (iii) anonymity was breached; (iv) a conflict of interest existed or arose that could have affected the fairness of the judging process; or (v) any information provided by the Entrant was false, misleading, or incomplete. In such cases, Sponsor may revoke any Award received and may reassign or decline to reassign the Award in Sponsor’s discretion.
7.4.Effect of Disqualification.
If an Entrant or Team is disqualified, the Entrant or Team shall forfeit any right to continue participating in the Competition or to receive any Award or other benefit. Sponsor may promote the next highest-ranked Submission, if any, or may decline to name an alternate, in Sponsor’s discretion. Disqualification does not entitle an Entrant to any refund of entry fees or to any form of reconsideration or appeal.
7.5.Sponsor’s Exclusive Determination.
Sponsor may base any Disqualification determination on information obtained before, during, or after judging, and may rely on information from any source, including third-party reports, internal reviews, Jury observations, or Entrant communications. Sponsor is not required to disclose the basis for any Disqualification determination.
7.6.No Obligation to Reinstate.
Sponsor has no obligation to reinstate any Entrant or Submission that has been disqualified, even if the Entrant later attempts to remedy the issue giving rise to Disqualification. Sponsor may, however, in extraordinary circumstances and in Sponsor’s sole discretion, permit corrective action if doing so does not compromise the fairness or integrity of the Competition.
8.AWARDS
8.1.Award Descriptions.
The types and amounts of Awards available in the Competition are described in the Rules. Sponsor may modify Award amounts, descriptions, or categories at any time prior to announcement of Winners, provided that no such modification will reduce the value of an Award already announced to the public. Sponsor may, in its discretion, add additional non-monetary recognition or opportunities for Entrants or Finalists.
8.2.Award Payment Recipient.
Monetary Awards will be paid to the Team Representative designated at the time of registration, or to the individual designated by the Team Representative in writing. Sponsor’s payment to the Team Representative (or designee) constitutes full satisfaction of Sponsor’s Award payment obligations.
8.3.No Mediation of Team Disputes.
Sponsor will not mediate, participate in, or resolve any internal disputes among Team members regarding the allocation, sharing, or distribution of any Award. All such matters are solely the responsibility of the Team. Sponsor’s payment to the Team Representative fully satisfies Sponsor’s obligations with respect to the Award.
8.4.Conditions Precedent to Receiving an Award.
No Entrant is entitled to receive any Award unless and until the Entrant (i) satisfies all eligibility requirements; (ii) is not subject to Disqualification; (iii) signs and returns the Winner Agreement within the timeframe specified by Sponsor; (iv) provides all required tax documentation, including a valid W-9 or W-8BEN, as applicable; (v) completes any verification procedures required by Sponsor; and (vi) satisfies any other conditions described in these Terms or the Rules. Failure to meet any condition precedent may result in withholding, revocation, or reassignment of an Award.
8.5.Award Revocation and Reassignment.
Sponsor may withhold, revoke, or reassign any Award at any time if Sponsor determines, in its discretion, that (i) the Entrant became ineligible; (ii) the Entrant violated these Terms, the Rules, or the IP License; (iii) anonymity or competition integrity was compromised; (iv) a conflict of interest existed or arose; (v) required documentation was not provided; or (vi) any information submitted by the Entrant is false, misleading, or incomplete. Sponsor may, but is not required to, select an alternate Entrant to receive a revoked Award.
8.6.No Guarantee of Award.
Sponsor makes no representation or guarantee that any Entrant, Finalist, or category will receive an Award. Sponsor may, in its discretion, determine that no Submission meets the standards or objectives of the Competition and may therefore decline to issue one or more Awards. Advancement to a later round does not confer any entitlement to receive an Award.
8.7.Tax Treatment.
Awards may be considered taxable income under applicable law. Entrants are solely responsible for all taxes, withholding, reporting, and other obligations arising from their receipt of any Award. Sponsor may withhold taxes from any Award as required by applicable law and may report Award payments to taxing authorities as required. Additional details regarding tax compliance are provided in Section 10.
8.8.Non-Monetary Recognition.
Sponsor may, in its discretion, provide non-monetary opportunities or recognition to Entrants, including but not limited to publication, exhibition, promotion, invitations to events or symposiums, or other professional opportunities. Such opportunities do not constitute a guarantee of future work or compensation and may be modified or withdrawn by Sponsor at any time.
8.9.No Transfer or Substitution.
Awards may not be transferred, assigned, exchanged, or substituted except by Sponsor, which may substitute an Award of equal or greater value if a listed Award becomes unavailable. Sponsor is not responsible for any inability or failure of a Winner to accept or use an Award.
8.10.Winner Obligations.
Winners will be required to execute the Winner Agreement, participate in specified media or symposium activities as described therein, and comply with all reasonable requests related to the administration of the Awards, including travel or participation obligations for which Sponsor may, in its discretion, provide limited reimbursement as described in the Winner Agreement.
8.11.Award Decisions Are Final.
All decisions regarding Awards, including selections, revocations, reassignments, substitutions, or withholding of Awards, are final and binding and are not subject to appeal, challenge, or reconsideration.
8.12.IP Rights Apply Regardless of Winner Status.
Entrants further acknowledge that all rights granted under the IP License apply to every Submission, whether or not the Entrant is selected as a Finalist or Winner. Rights granted in the IP License arenot contingent upon award status, and Sponsor’s ability to use, reproduce, modify, adapt, or create derivative works from Submission Materials applies equally to all Entrants.
9.TAX DOCUMENTATION AND COMPLIANCE
9.1.Tax Forms Required for Award Eligibility.
As a condition of receiving any monetary Award, each Winner must submit all tax documentation requested by Sponsor, including a valid Form W-9 (for U.S. taxpayers) or Form W-8BEN (for non-U.S. taxpayers), and any additional certifications or information required to establish the Winner’s tax status. Sponsor may require that tax forms be submitted prior to the issuance of any Award and may withhold payment until all required documentation is received and validated.
9.2.Withholding Requirements.
Sponsor may withhold taxes from any Award as required by applicable federal, state, or local law. For Entrants who are foreign individuals or entities for U.S. tax purposes, Sponsor may be required to withhold up to thirty percent (30%) of the Award value unless a reduced treaty rate applies and the Winner supplies documentation sufficient to establish eligibility for that treaty rate. Any amounts withheld will be remitted to the appropriate taxing authorities, and Winners will receive applicable tax reporting forms, including Form 1099-MISC or Form 1042-S, as required by law.
9.3.Responsibility for Taxes.
Winners are solely responsible for the payment of all federal, state, provincial, local, foreign, or other taxes, duties, assessments, or charges imposed in connection with the receipt of any Award. Sponsor does not provide tax advice and makes no representation regarding the tax consequences of participation in the Competition. Entrants are encouraged to consult with their own tax advisors regarding the implications of receiving an Award.
9.4.Failure to Provide Tax Documentation.
If a Winner fails to provide required tax documentation within the timeframe specified by Sponsor; submits incomplete, inaccurate, or unverifiable information; or fails to satisfy applicable tax withholding obligations, Sponsor may revoke the Award, decline to issue the Award, or reassign the Award to another Entrant. Sponsor shall not be liable to any Entrant for any loss arising from such revocation or reassignment.
9.5.Nature of Awards as Taxable Income.
Entrants acknowledge that monetary Awards may be treated as taxable income to the recipient and that Sponsor may report the payment of Awards to the appropriate taxing authorities. Non-monetary recognition, opportunities, or benefits provided by Sponsor may also be treated as taxable income under applicable law, and Entrants agree that they are responsible for any taxes that may result from such benefits.
9.6.No Additional Payments.
Sponsor will not provide any additional payments or reimbursements to offset any tax liability that may arise from the issuance, acceptance, or use of an Award. All taxes remain the sole responsibility of the Winner.
10.SPONSORSHIP AND BRAND PROTECTIONS
10.1.Sponsor Control of Branding and Communications.
Sponsor retains exclusive authority over all branding, naming, promotional language, visual identity, and public communications relating to the Competition. No Entrant, Team, Collaboration Partner, or other third party may: (i) alter the Competition name or associated branding; (ii) create branded materials relating to the Competition; or (iii) make any public statement regarding the Competition that implies endorsement, partnership, affiliation, or approval by Sponsor, except with Sponsor’s prior written consent.
10.2.Use of Sponsor Marks.
Entrants may reference the Competition name solely as permitted in these Terms or the IP License and must not use Sponsor’s trademarks, service marks, logos, copyrighted materials, or other proprietary content without Sponsor’s prior written approval. All uses of Sponsor Marks are subject to Sponsor’s brand guidelines and may be revoked or modified at any time.
10.3.No Implied Endorsement.
Participation in the Competition does not constitute an endorsement of any Entrant, Team, sponsor, product, service, organization, or viewpoint. Entrants must not represent or imply that Sponsor endorses, approves, or is affiliated with their work, products, or organization, except as expressly permitted in writing by Sponsor.
10.4.City of Sacramento (“City”) Branding and Collaboration.
Any use of the City of Sacramento’s name, marks, logos, datasets, planning materials, advisory capacity references, or other City-owned content in connection with the Competition is subject to both Sponsor’s approval and the terms of any separate collaboration agreement between Sponsor and the City of Sacramento. Entrants may not reference or use City branding without prior written authorization from Sponsor, and any City-facing communications must be coordinated through Sponsor.
10.5.Restrictions on Entrant Publicity.
Entrants must not publicly disclose or promote their participation in the Competition, or share any Submission content, in any manner that could compromise anonymity, conflicts-of-interest review, or the integrity of the judging process. These restrictions apply until Sponsor publicly announces the Winners or otherwise lifts anonymity. Sponsor may require removal or modification of any Entrant-created public statements that pose a risk to anonymity or competition integrity.
11.WINNER MEDIA PARTICIPATION AND PUBLICITY OBLIGATIONS
11.1.Required Participation in Sponsor Activities.
As a condition of receiving any Award, each Winner agrees to participate in a future symposium hosted by Sponsor and related events described in the Winner Agreement, as well as reasonable media, publicity, or promotional activities requested by Sponsor. Required activities may include, without limitation: interviews; panel discussions; presentations; behind-the-scenes content creation; participation in promotional videos or photography; and attendance at in-person or virtual events. Sponsor will coordinate such activities with reasonable advance notice.
11.2.Travel and Expense Limitations.
Sponsor may, in its discretion, reimburse certain reasonable travel expenses related to required Winner activities, as specified in the Winner Agreement or approved in advance by Sponsor. Reimbursement will not include luxury accommodations, upgrades, or expenses beyond the approved categories or limits. Sponsor has no obligation to cover any travel or lodging expenses not expressly authorized in writing.
11.3.Use of Winner’s Name, Image, and Likeness.
Each Entrant acknowledges that Sponsor may request the right to use the Winner’s name, image, likeness, biographical information, voice, statements, or professional affiliation (“NIL Rights”) for non-commercial, promotional, educational, or publicity purposes in connection with the Competition, the symposium, or Sponsor’s mission. Any grant of NIL Rights will be formalized in the Winner Agreement. Sponsor has no obligation to use any Winner’s NIL Rights.
11.4.Winner Publicity Must Be Approved.
Any public statements, announcements, social media posts, press releases, interviews, or marketing materials created by a Winner that reference the Competition, Sponsor, Awards, or related activities must comply with Sponsor’s publicity and branding guidelines and may not be published without Sponsor’s prior written approval. Sponsor may require modifications or removal of any Winner-created content deemed inaccurate, misleading, or inconsistent with these Terms.
11.5.No Publicity Prior to Identity Disclosure.
To preserve anonymity and competition integrity, Winners and Finalists must not make any public statement regarding their participation in the Competition until Sponsor publicly announces the Winners or provides written authorization. Any breach of this obligation may result in Disqualification, revocation of an Award, or other remedies described in these Terms.
11.6.No Compensation Beyond Award.
Except as expressly set forth in the Winner Agreement, Winners will not receive additional compensation for participating in any symposium, event, interview, promotional activity, or publicity conducted by or on behalf of Sponsor.
11.7. Sponsor’s Editorial Discretion.
Sponsor retains full editorial discretion over all promotional content, including decisions regarding editing, formatting, contextualization, distribution, and timing of publication. Winners acknowledge that their participation does not entitle them to creative control, editorial approval, or rights to review or approve final materials unless required by applicable law.
12.Confidentiality and Use of MM Materials
12.1.MM Materials Are Confidential and Proprietary.
Sponsor may provide Entrants with access to certain MM Materials, including but not limited to datasets, planning materials, zoning analyses, program guidelines, templates, financial pro formas, scenario descriptions, instructions, evaluation criteria not made public, and other proprietary information. MM Materials are the confidential and proprietary property of Sponsor or its licensors and are provided solely for the purpose of preparing a Submission for this Competition. Entrants acknowledge that MM Materials remain the exclusive property of Sponsor. To the extent any Submission incorporates MM Materials, Entrant’s rights extend only to the original contributions made by Entrant, and Sponsor retains all rights in any preexisting MM Materials.
12.2.Permitted Use.
Entrants may use MM Materials only as necessary to participate in the Competition and for no other purpose. Entrants may not reproduce, distribute, publish, reverse engineer, or create derivative works from MM Materials, except as expressly permitted in these Terms or the Rules or incorporated into permissible Submission Materials. Any such use is strictly limited to the duration of the Competition. Entrants are prohibited from using MM Materials in any subsequent competition, accelerator, studio, or similar program, except as expressly permitted in the IP License.
12.3.Restrictions on Disclosure.
Entrants must not disclose, disseminate, or make available to any third party any standalone MM Materials or any non-public Competition information, Jury deliberation content, internal criteria, or other information designated as confidential by Sponsor. For clarity, Entrants may share, display, or publish their own Submission Materials after anonymity is lifted, including Submission Materials that incidentally contain or reference MM Materials, provided that Entrants do not extract, reuse, or distribute MM Materials separately from their Submission. Entrants must not publicly discuss or reveal details in a manner that compromises anonymity or the integrity of the judging process before Winners are announced.
12.4.Protection of Access Credentials and Systems.
If Sponsor provides Entrants with login credentials, access links, or other means of accessing protected systems or data, Entrants must keep such credentials strictly confidential and must not share, transfer, or allow any third party to use them. Entrants are responsible for any actions taken under their assigned credentials.
12.5.Confidentiality of Jury Procedures and Internal Processes.
All details regarding Jury deliberations, scoring methodologies, internal decision-making processes, and Competition administration are confidential. Entrants may not request or disclose such information except as expressly permitted in these Terms. This obligation survives the conclusion of the Competition.
12.6.Return or Destruction of MM Materials.
Upon Sponsor’s request or upon completion or withdrawal from the Competition, Entrants must cease all use of MM Materials and, if instructed, return or destroy any copies in their possession. Entrants may retain copies only to the extent incorporated into their own original Submission Materials and only as permitted by the IP License.
12.7.Survival of Obligations.
Entrants’ confidentiality obligations under this Section 13 survive Disqualification, withdrawal, completion of the Competition, and any expiration or termination of these Terms.
13.LIMITATIONS OF LIABILITY AND INDEMNITY
13.1.Participation at Entrant’s Own Risk.
Entrants participate in the Competition at their own risk. Sponsor makes no representation or warranty, express or implied, regarding the Competition, the availability or functionality of submission platforms, the judging process, or the accuracy of any MM Materials. Sponsor is not responsible for any loss, damage, or injury arising from Entrant’s participation, inability to participate, or use of MM Materials.
13.2. No Liability for Technical or Operational Issues.
Sponsor shall have no liability for any technical malfunctions, interruptions, delays, data corruption, platform errors, file incompatibilities, transmission failures, unauthorized access, or other issues affecting submission, review, or judging, regardless of cause. Sponsor is not responsible for late, lost, incomplete, corrupted, misdirected, or improperly formatted Submissions.
13.3.No Liability for Judging Outcomes.
Sponsor shall not be liable for any claims arising out of or relating to the composition of the Jury, the judging process, the application of evaluation criteria, tie-breaking procedures, or any scoring, ranking, or Award decisions. Entrants waive any claim based on disagreement with the judging process or outcome.
13.4.Limitation on Types of Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPONSOR SHALL NOT BE LIABLE TO ANY ENTRANT OR THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF OPPORTUNITY, REPUTATIONAL HARM, INTERRUPTION OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE COMPETITION—EVEN IF FORESEEABLE OR EVEN IF SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.5.Cap on Direct Liability.
To the maximum extent permitted by law, Sponsor’s total cumulative liability to any Entrant for any claim arising out of or relating to the Competition, these Terms, the Rules, or any related agreements shall not exceed the greater of: (i) the amount of the Entrant’s paid entry fees; or (ii) one hundred dollars ($100). This limitation applies to all theories of liability, including contract, tort, negligence, strict liability, and statutory claims.
13.6.Indemnification by Entrant.
Entrant agrees to indemnify, defend, and hold harmless Sponsor, its directors, officers, employees, volunteers, consultants, advisors, agents, fiscal sponsors, Jury members, Collaboration Partners, and City collaborators (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, penalties, costs, or expenses (including reasonable attorneys’ fees) arising from:
(a) Entrant’s violation of these Terms, the Rules, or the IP License;
(b) any claim that Submission Materials infringe, misappropriate, or violate any copyright, trademark, trade secret, moral right, privacy right, publicity right, architectural work right, or other intellectual property or proprietary right of any person or entity;
(c) any claim that the Submission Materials contain inaccuracies, defects, or unpermitted uses of third-party content or data;
(d) Entrant’s misuse of MM Materials;
(e) Entrant’s conduct in connection with the Competition, including communications, representations, or public statements;
(f) any breach of confidentiality obligations; or
(g) any claim relating to Entrant’s participation in symposium activities or Winner obligations, except to the extent such claim is caused by Sponsor’s gross negligence or willful misconduct.
13.7. No Responsibility for Third-Party Content or Links.
Sponsor shall not be liable for the content, accuracy, or actions of any third-party websites, submission platforms, hosting services, or tools used in connection with the Competition. Entrants use such third-party services at their own risk.
13.8. Application to City of Sacramento and Fiscal Sponsor.
The City of Sacramento’s and Sponsor’s fiscal sponsor’s roles in the Competition are advisory or administrative only. Entrants acknowledge that neither the City nor the fiscal sponsor is responsible for the administration, judging, or operation of the Competition and that no claim may be asserted against them arising from participation in the Competition.
13.9. Survival.
Entrant’s indemnity obligations and all limitations on Sponsor’s liability shall survive withdrawal, Disqualification, completion of judging, issuance or revocation of an Award, execution of a Winner Agreement, and any expiration or termination of these Terms.
14.MODIFICATION, TERMINATION, AND FORCE MAJEURE
14.1.Modification of Terms and Rules.
Sponsor may modify, amend, supplement, or update these Terms or the Rules at any time if Sponsor determines such changes to be necessary or advisable for the administration of the Competition. Any modifications will take effect upon posting to the Competition Website or upon direct written notice to Entrants. Continued participation in the Competition after any such modification constitutes acceptance of the updated Terms or Rules.
14.2.Modification of Competition Structure or Timeline.
Sponsor may modify the Competition schedule, deadlines, phases, judging procedures, or structure, including postponement, extension, alteration, or restructuring of Competition stages, if Sponsor determines that such changes are necessary to maintain fairness, integrity, or feasibility. Sponsor shall not be liable for any costs or losses incurred by Entrants in connection with any such modifications.
14.3.Suspension or Cancellation of the Competition.
Sponsor may suspend, delay, or cancel the Competition, in whole or in part, at any time if Sponsor determines that: (i) the Competition cannot be conducted as originally planned; (ii) administrative, technical, legal, or operational issues impede the Competition; (iii) safety, integrity, or anonymity concerns arise; (iv) insufficient quality or quantity of Submissions exists; or (v) any other circumstance makes continuation impracticable. In the event of cancellation, Sponsor is not obligated to award any prize or to continue the Competition in any form.
14.4.No Liability for Termination or Modification.
To the maximum extent permitted by applicable law, Sponsor shall not be liable to any Entrant or third party for any damages, losses, expenses, or injuries resulting from the modification, suspension, or cancellation of the Competition, or from any changes to these Terms, the Rules, or the Competition structure.
14.5. Force Majeure.
Sponsor shall not be liable for any delay or failure to perform any obligation under these Terms or in connection with the Competition if such delay or failure results from causes beyond Sponsor’s reasonable control, including but not limited to acts of God; natural disasters; fires; floods; epidemics or pandemics; labor disputes; acts of terrorism or war; civil unrest; governmental orders, regulations, or restrictions; failures of utilities or telecommunications; platform outages; supply chain disruptions; or any other extraordinary event or circumstance (“Force Majeure Event”). The occurrence of a Force Majeure Event may result in modification, suspension, or cancellation of the Competition as described above.
14.6.Restoration of Performance.
In the event of a Force Majeure Event, Sponsor may, in its discretion, resume the Competition once the Force Majeure Event is resolved, modify the Competition timeline or requirements, or cancel the Competition entirely. Sponsor shall have no obligation to restore or continue any portion of the Competition that was interrupted or affected.
14.7.Entrant Acknowledgment.
Entrants acknowledge that the Competition involves multiple phases, stakeholders, and operational variables, and Entrants assume the risk that the Competition may be modified, delayed, or terminated in accordance with this Section 15. Entrants agree that they shall have no claim against Sponsor arising from any such modification, delay, or termination.
15.GOVERNING LAW AND DISPUTE RESOLUTION
15.1.Governing Law.
These Terms, the Rules, the IP License, the Winner Agreement, and any dispute arising out of or relating to the Competition or any related activities shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction.
15.2.Venue and Jurisdiction.
Any action, claim, or proceeding arising out of or relating to these Terms, the Rules, the IP License, the Winner Agreement, or the Competition shall be brought exclusively in the state courts located in Sacramento County, California or the federal courts located in the Eastern District of California. Entrants irrevocably submit to the personal jurisdiction of such courts and waive any objection to venue or forum non conveniens.
15.3. No Class or Collective Actions.
Entrants agree that any claim or dispute arising from or relating to the Competition must be brought solely on an individual basis. Entrants may not assert claims as a plaintiff or class member in any purported class, collective, representative, or group action. The courts identified in Section 16.2 shall have the authority to enforce this waiver.
15.4.Informal Resolution Encouraged.
Before initiating any formal legal proceeding, Entrant agrees to first notify Sponsor in writing of the basis for any dispute and to engage in good-faith discussions for at least thirty (30) days to attempt to resolve the matter informally. Sponsor is not obligated to modify any decision or determination as a result of such discussions, but such informal resolution efforts are intended to avoid unnecessary disputes.
15.5.Injunctive and Equitable Relief.
Notwithstanding the requirement for informal discussions, nothing in this Section shall prevent Sponsor from seeking injunctive, equitable, or other extraordinary relief in any court of competent jurisdiction to prevent or address: (i) misuse of MM Materials; (ii) infringement or misappropriation of intellectual property; (iii) breaches of confidentiality; or (iv) conduct that threatens the integrity of the Competition.
15.6.Time Limit for Bringing Claims.
To the fullest extent permitted by applicable law, any claim arising out of or relating to the Competition must be brought within one (1) year of the date the claim accrued. Claims filed after this one-year period are permanently barred.
16.Notices
16.1.Notices from Entrants to Sponsor.
Any notices required or permitted under these Terms must be submitted in writing to Sponsor at the email address or physical address designated on the Competition Website or in Sponsor’s official communications. Notices will be deemed effective only upon actual receipt by Sponsor. Sponsor is not responsible for notices sent using incorrect or outdated contact information.
16.2.Notices from Sponsor to Entrants.
Sponsor may provide notices to Entrants by email, by posting on the Competition Website, or through the submission platform used for the Competition. Sponsor may also communicate updates or modifications using any method reasonably calculated to provide notice to Entrants. Entrants are responsible for monitoring the email address and submission account associated with their Competition registration.
16.3.Electronic Communications.
Entrants consent to receive all notices, disclosures, decisions, modifications, and other communications from Sponsor electronically. Entrants acknowledge that electronic communications satisfy all legal notice requirements and agree that Sponsor has no obligation to provide paper copies.
17.ENTIRE AGREEMENT; INTEGRATION; ORDER OF PRECEDENCE
17.1.Entire Agreement.
These Terms, together with the Rules, the IP License, and any executed Winner Agreement (collectively, the “Competition Documents”), constitute the entire agreement between Entrant and Sponsor regarding the Competition. No other statements, representations, assurances, or agreements, whether oral, written, or electronic, shall form part of the agreement between the parties unless expressly incorporated into the Competition Documents.
17.2.Order of Precedence.
If any conflict, inconsistency, or ambiguity arises among the Competition Documents, the following order of precedence shall govern and control:
1.The Winner Agreement (if applicable);
2.The Entrant IP License Agreement;
3.These Terms;
4.The Competition Rules.
Sponsor’s interpretation of any conflict among the Competition Documents shall be final and binding.
17.3.Amendments.
Except as otherwise expressly provided herein, no modification or amendment to these Terms shall be effective unless made by Sponsor in writing and communicated to Entrants in accordance with Section 17. Sponsor may amend the Rules or other non-contractual Competition materials as described in Section 2.5 and Section 15.
17.4.No Reliance.
Entrants acknowledge that they have not relied upon, and shall not rely upon, any statements, communications, or representations not expressly set forth in the Competition Documents when deciding to participate in the Competition.
18.Miscellaneous
18.1.Severability.
If any provision of these Terms is held to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid, enforceable provision that most closely reflects the original intent.
18.2. No Waiver.
Sponsor’s failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by Sponsor to be effective.
18.3.Assignment.
Entrants may not assign, transfer, or delegate any rights or obligations under these Terms without Sponsor’s prior written consent. Sponsor may assign or transfer its rights and obligations, in whole or in part, to any successor organization, fiscal sponsor, affiliated entity, or new Licensing Entity without Entrant’s consent.
18.4.No Agency or Partnership.
Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, or employment relationship between Entrant and Sponsor.
18.5.Headings.
Headings and section titles are for convenience only and do not affect interpretation.
18.6.Survival.
Any provision of these Terms that, by its nature, should survive termination or expiration (including Sections 9, 10, 11, 12, 13, 14, 16, 17, 18, and this Section 19) shall survive and remain in effect.
