Terms of Participation
PROGRAM DESCRIPTION: The Greenlight Fund ("Program") is intended to provide eligible influencers with the resources ("Funds") to create original content ("Content") to promote Magic: The Gathering ("Game").
HOW TO SUBMIT A PROPOSAL: To submit a proposal, follow the directions provided to submit the Proposal form in its entirety in accordance with the instructions provided ("Proposal"). There is no limit on the number of Proposals a participant can submit; however, each Proposal must be separate and unique from any other Proposal submitted by that participant. Proposals which subvert the submission process are void.
Submitting a Proposal as part of this Program does not guarantee that your Proposal (or any Proposal) will be selected. Any Proposals selected, will be selected by Wizards, in its sole and absolute discretion.
NONPROPRITARY: Proposals are deemed nonproprietary and nonconfidential. Participants acknowledge that Wizards may receive other proposals (or Wizards employees or third-party independent contractors may create materials on their own) that are similar or identical in theme, format, or other respects to the Proposal submitted by other participants. Participants acknowledge that, by submitting a Proposal, Wizards does not waive any rights to use similar or related ideas previously known to Wizards, or developed by its employees, or obtained from sources other than participants. Participant further agrees that Wizards shall not have any liability to participants for any direct, indirect, contributory, vicarious, secondary, or other infringement or protection of any copyright in or to participant's proposal.
FUND RECIPIENT NOTIFICATION/CONDITIONS: Chosen Participants ("Fund Recipient") will be notified by telephone, mail, and/or email ("Notification") within approximately a month from the day their proposal was submitted. If a potential Fund Recipient does not respond to the Notification within seven (7) days of its issuance, a Notification is returned as undeliverable, or a potential Fund Recipient is not in compliance with these terms, the Funds allocated to Participant will be forfeited and, at Wizards's discretion, the Notification will be revoked.
Any and all federal, state, and local taxes associated with acceptance and use of the Funds are the sole responsibility of the Fund Recipient. Fund Recipients may not assign or transfer funds. All terms, conditions, and details of the disbursement of the Funds are at Wizards's sole discretion.
PROPOSAL RESTRICTIONS: No part of the Proposal may have been previously published, have won previous grants or contests, infringe upon the copyrights, trademarks, rights of privacy, publicity, or other intellectual property or rights of any person or entity, or otherwise encumbered. The Proposal will not include any third-party trademarks or copyrighted materials (including but not limited to content, props, or music) without having all necessary rights to enable Participant and Company to use such trademarks, personality rights, and/or materials as incorporated into the Content, for all purposes described herein, without any royalty or other compensation. Wizards, in its sole discretion, may disqualify a Proposal for any reason, including if it determines, in its sole discretion, that a Proposal fails to conform to these Terms in any way or otherwise contains unacceptable content as determined by Wizards, in its sole discretion.
This Program is limited to Content and does not grant or otherwise provide Participants rights to Wizards's intellectual property or the right to create, market, sell, or otherwise exploit merchandise that incorporates or associates with Wizards's intellectual property.
PERSONALITY RIGHTS LICENSE: Fund Recipient grants to Wizards and its designees a royalty-free, perpetual, and irrevocable license and right to use and to authorize others to use (including by license, sublicense, assignment, or otherwise) throughout the Territory the Fund Recipient's name, image, likeness, voice, performance, social media handles, nicknames, biographical materials, statements, testimonials, recordings, and other indicia, and any portion thereof to the extent necessary for Wizards to freely display, exploit, publish, photograph, record, modify, edit, reproduce, sublicense, create derivative works from, or otherwise use the Content in any and all media, channels, or platforms (now or hereafter known) for commercial, advertising, and/or promotional purposes in connection with Wizards's products, brands, or games, without in each and every instance any additional permissions from and/or compensation or notices to Influencer or any other person.
WIZARDS INTELLECUTAL PROPERTY: Fund Recipient acknowledges that it does not have any rights in any Wizards products, content, trademarks, or other intellectual property other than those limited rights expressly provided for herein. Fund Recipient agrees that it will never challenge the ownership of or Wizards's rights in or to Wizards products, content, trademarks, and intellectual property.
RIGHTS TO CONTENT: Fund Recipients shall own all right, title, and interest in the Content created with the Funds, with the exception of any intellectual property owned by Wizards incorporated therein. However, Wizards and its designees, successors, licensees, and assigns will have a nonexclusive license to reproduce, distribute, display, perform, create derivative works based upon, or otherwise exploit the Content and all elements embodied therein, in whole or in part, including, without limitation, the names, cities, and states of residence and likenesses, voices, performances of Fund Recipients, in any manner, in any and all media, now known or hereafter devised, throughout the world in perpetuity, for advertising, promotional of the Program, without further compensation, notification, or permission. Fund Recipients hereby expressly waive any and all moral rights or rights of attribution or integrity to the Content and agree not to assert the same against Wizards at any time. Fund Recipients agree that Released Parties (as defined below) are not responsible for any unauthorized use of Proposals by third parties. Wizards has no obligation to make use of the rights granted herein.
RIGHTS TO DERIVATIVE CONTENT: For the purpose of these Terms, "Derivative Content" shall mean any content that is derived from, a spin-off of, a sequel to, and/or inspired by the Content. Fund Recipients agree that in the event that they wish to create Derivative Content, they will notify Wizards and Wizards will have the right to help fund and/or participate in the creation or development of such Derivative Content, and Wizards will also have the right of first negotiation and last refusal with respect to the owning or licensing (exclusively or nonexclusively) such Derivative Content; such rights shall survive the expiration or termination of Fund Recipients' participation in the Program. The parties shall negotiate the terms of an agreement with respect to Derivative Content development in good faith. Only in the event that Wizards decides not to enter into such an Agreement with Fund Recipients, may Fund Recipients develop such Derivative Content without Wizards's involvement. It is expressly understood and agreed that Fund Recipients' use of the Game in Derivative Content will be subject to Wizards's approval, regardless of whether Wizards participates in, or funds, Fund Recipients' creation of Derivative Content.
RELEASE OF LIABILITY AND ADDITIONAL COVENANTS: Participant agrees to release, indemnify, discharge, and hold harmless Wizards, its parent, affiliates, subsidiaries, and advertising and promotion agencies, and the respective officers, directors, shareholders, employees, agents, and representatives of the forgoing (collectively, "Released Parties") from any and all injuries, liability, losses, and damages of any kind to persons, including death, or property resulting, in whole or in part, directly or indirectly, from Participant's participation in the Program or any Program-related activity, the acceptance of the Funds and/or Wizards's use of the rights granted herein. Participant agrees that Wizards is not liable under any circumstances for lost opportunities or profits, or for consequential, special, punitive, or indirect damages of any kind.
Participant will indemnify, defend, and hold harmless Released Parties from and against any breach, claims, suits, hearings, actions, damages, liabilities, fines, penalties, costs, losses, judgments, or expenses (including reasonable attorneys' fees) arising out of or relating to the Content or Participant's failure to comply with the terms of this Program.
Participants represent, warrant, and covenant that the Content is the result of a production that is not subject to the jurisdiction of SAG, AFTRA, or other acting or entertainment unions or guilds that would impose restrictions on the production or create obligations for residuals or other fees or payments in connection with the use of the Content, and Fund Recipients forfeit any right to assert such obligations resulting from guild or union membership.
Wizards reserves the right to modify or discontinue, temporarily or permanently, the Program (or any part thereof) or your participation in the Program with or without notice and without liability to Fund Recipients. Fund Recipients agree that Wizards will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Program.
Fund Recipients may not assign, transfer, subcontract, or delegate Terms of Participation or any of Fund Recipients' duties, obligations, rights, or remedies hereunder, either voluntarily or by operation of law, without the prior written consent of Wizards, which may be withheld in Wizards's sole discretion. Any such assignment, transfer, or delegation will be of no force and effect.
If any provision of these Terms of Participation is found or held to be invalid or unenforceable by any tribunal of competent jurisdiction, then the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of these Terms of Participation. The remainder of these Terms of Participation will remain in full force and effect.
Released Parties are not responsible for lost, late, incomplete, damaged, inaccurate, stolen, delayed, misdirected, undelivered, or garbled Proposals, messages, email, mail, or other communications of any kind; or for lost, interrupted, or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone, or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures, or difficulties, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing, or otherwise relating to or in connection with the Program, including, without limitation, errors or difficulties which may occur in connection with the administration of the Program, the processing or reviewing of Proposals, or in any Program-related materials. Released Parties are also not responsible for any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Program. Released Parties are not responsible for injury or damage to any person's computer related to or resulting from participating in this Program. Persons who tamper with or abuse any aspect of the Program who act in an unsportsmanlike or disruptive manner or who are in violation of these Terms, as solely determined by Wizards, will be disqualified and all associated Proposals will be void. Should any portion of the Program be, in Wizards's sole opinion, compromised by virus, worms, bugs, non-authorized human intervention, or other causes which, in the sole opinion of the Wizards, corrupt or impair the administration, security, fairness, or proper submission of Proposals, Wizards reserves the right at its sole discretion to suspend, modify, or terminate the Program. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, WIZARDS RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES (INCLUDING ATTORNEYS' FEES) FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
Regardless of the place of its physical execution, these Terms of Participation shall be interpreted exclusively under the laws of the State of Washington, without reference to its choice of law rules. The parties irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located in King County, Washington with respect to any claim or suit arising out of or related to these Terms of Participation, and agree not to commence or prosecute any such claim or suit other than in the aforementioned courts. The parties hereby agree to waive their respective rights to a jury trial of any dispute, claim, or cause of action related to or arising out of this Agreement.