1.1 The Home Depot Stars 2016 Talent Competition (the “Competition”) is operated on behalf of The Home Depot (“THD”) by Hartmann Studios Incorporated (“HSI”), the manager of the Competition. This Participation & Submission Agreement (“Agreement”) sets forth the terms and conditions by which competition participants (“Participants”) may submit their entries to the Competition and defines the parties’ rights and obligations with respect to the submissions and performances by Participants in connection with the Competition. By submitting an entry into the Competition, you become a Participant and agree to be bound by the terms of this Agreement and the Competition Rules, as defined below.
1.3 The Competition Rules may be changed without prior notice to Participants. Changes are effective upon the date first posted to the Website. A Participant’s continued participation in the Competition and use of the Website constitutes the Participant’s agreement with and acceptance of any such changes.
1.4 References to “the Show” shall mean the live performance at the 2016 Home Depot Store Managers Meeting in Las Vegas. The finalists in the Competition will be eligible to perform live at the Show. THD reserves the right to cancel the finalists’ performances at the Show, in its absolute discretion, and to offer a substitute prize to the Competition finalists.
To enter the Competition and make a submission, you must:
(a) be 18 years or older; and
(b) be a current Home Depot employee; and
(c) be under no legal restrictions that prevent you from providing your Performance to THD and HSI as part of the Competition; and
(d) not be a party to any agreement with a talent agent or manager or have a current music recording contract (either alone or as a member of a group); and
(e) be available in early 2016 to participate in the Show, if selected (the dates to be announced at the Website) and
(f) have made your submission and accepted the terms of the Competition Rules on or before January 31, 2016, 5pm Pacific Daylight Time.
3. Intellectual Property Rights
3.1 All submissions, including but not limited to the audio or video file or the YouTube link you submit either offline or online through the Website, as well as your live performance as a finalist at the Show produced and recorded by THD and HIS, are collectively referred to as your “Performance.” Neither HSI nor THD is required to treat any of your Performance as confidential. By entering the Competition,. you grant HSI and THD and their successors, licensees and assigns, the irrevocable, exclusive, royalty-free right and license to film, tape and/or photograph, record, exhibit, edit, publish, display, transmit, distribute, perform and otherwise use your Performance, including without limitation, your appearance, name, likeness, voice, singing voice, conversation, sounds and biographical data on or in connection with the Competition and Show in any manner in THD’s sole election and discretion, which use shall not entitle you to receive any compensation whatsoever. You agree that THD is the sole owner of all results and proceeds of such film, tape, photography and/or recording and your appearance thereon, with the right for THD and its successors, assigns, and licensees, forever and throughout the universe, to use the same and any portion thereof in any and all media, whether now known or hereafter devised, including, without limitation, motion pictures, television and publishing, and in connection with the advertising, sale, promotion, marketing, merchandising, distribution, publicizing and all other types of exploitation of the Competition, the Show or any part thereof, or in any manner whatsoever. THD shall also have the unrestricted right to edit the content of the Show in any manner or form. Without limiting the foregoing, you grant THD and HSI the right to use your Performance, including any Material (defined below) incorporated into your Performance, for THD and/or HIS’s marketing or advertising purposes, including without limitation use in THD facilities, on THD websites or social media pages, including but not limited to Facebook, Twitter, LinkedIn, Google+, Pinterest, and/or any other social media format now existing or later developed ,or THD or HSI marketing materials or portfolios.
3.2 You represent and warrant that your Performance (including without limitation, all worldwide copyrights therein) shall, from the inception of creation, be free from any claims whatsoever by any person deriving any rights or interests from you or otherwise, and that your Performance does not violate the rights of any third party, including without limitation, intellectual property, publicity or privacy rights. You agree to indemnify , protect, defend, and hold THD and HSI harmless against any claim that your Performance infringes on the rights of any third party.
3.3 If you wish to use your submission or any of its elements for purposes other than submittal to the Competition, and if your Performance contains any trademarks, trade names, trade dress, service marks or any other intellectual property owned or licensed by THD or HSI, you must in each instance first obtain the written consent of THD and/or HSI, as applicable.
4. Warranties and Representations
4.1 By submitting your Performance to the Competition, you warrant as follows:
(a) that you are under no restriction that would prevent you from recording, uploading and assigning to us the rights to use your Performance as set forth herein;
(b) that the submission is of you and only you, or you have acquired the appropriate rights, releases and permission of any other individuals identifiable in the submission; and
(c) that your Performance does not contain any obscenity, falsehoods, slander, libel or pornography.
5. Competition Winners
5.1 The Competition winners shall be determined according to the Competition Rules and all decisions shall be final. Without limitation to the foregoing, the Competition shall consist of:
(a) open submissions, selection from which shall be by a judging panel appointed by HIS and THD; and then
(b) four (4) finalists will be selected to participate in the Show where the winner(s) will be determined by THD;
5.2 All prizes for the winner(s) of the Competition shall be specified at the Website, which may be updated throughout the Competition from time to time at THD’s discretion.
5.3 THD reserves the right to cancel your appearance in the Show in its absolute discretion and offer a substitute prize for the Competition winner(s).
6. Schedule, Force Majeure, Cancellation
6.1 The schedule of the Competition and/or the Show shall be displayed at the Website and may be updated from time to time throughout the Competition.
6.2 In the event that part of the Competition and/or the Show is delayed or postponed by THD for any reason, THD may, in its absolute discretion, reschedule that part of the Competition and/or the Show or cancel the Competition and/or the Show.
6.3 THD and HSI shall not be liable for any damages, losses, etc., on account of the delay or cancellation of the Competition due to circumstances beyond their control.
6.4 Due to the nature of the Internet and digital media, data transmitted, including your submission, cannot be protected against the risks of misappropriation or piracy, for which neither HSI nor THD shall be liable. You represent and warrant that you are responsible for taking all appropriate steps to back-up and protect your submission.
7. INDEMNITY AND RELEASE
7.1 You agree to indemnify and hold HSI and THD harmless from and against any liability, loss, damages (including without limitation) cost and expenses, claim, penalty, interest, award, judgment, fine, fee (including reasonable attorney’s fees) and all other cost of investigating, defending or asserting any claim for indemnification under the terms of this Agreement, arising from or relating to (i) Your Recording, (ii) your violation of the Competition Rules, (iii) your use of the Website, (iv) your violation of any third-party rights, including without limitation any copyright, trademark, publicity or privacy rights; and (v) our breach of any of the terms of this Agreement and/or any representations or warranties you have made pursuant to this Agreement.
7.2 You hereby release, discharge, and hold harmless THD and HSI, their assignees, licensees, agents, and affiliates, and each of their related parent companies, subsidiaries and/or affiliated companies, and the officers, directors, employees, agents and representatives of each of the foregoing (collectively, the “Released Parties”), from any and all liability or claims arising out of or in any way resulting from your participation in the Competition and Show and the use or reuse of your appearance, name, voice, singing voice, likeness and/or biographical information, and you agree not to make any claim against THD or HSI or the Released Parties as a result of your participation in the Competition and/or Show and in connection with any use or reuse of your appearance, name, voice, singing voice, conversation, likeness and/or biographical information (including, without limitation, any claim based upon defamation or invasion of privacy and/or publicity). In no event shall you have any right to injunctive or other equitable relief against any of the Released Parties in connection with the Competition or Show.
8.1 THD may, in its sole discretion, disqualify you from participation in the Competition or Show in the event that you are in breach of this Agreement or any of the Competition Rules.
9. Personal Data
9.1 In order to maintain your eligibility, you must accurately maintain your registration details submitted at the Website or offline.
9.4 For purposes of the Competition and Show, THD and HSI will communicate with you by email or by posting notices on the Website. For contractual purposes, you consent to receiving communications from THD and HSI electronically and you agree that all agreements, notices, disclosures and other communications that THD or HSI provide to you electronically satisfy any legal requirement that such communications be in writing.
10. Law and Jurisdiction, Miscellaneous
10.1 You agree that any dispute among you, HSI and THD arising out of or relating in any way to the Competition Rules, your Performance, the Competition or Show shall be governed, construed, applied, and enforced in accordance with the laws of the State of Georgia without regard to conflict-of-law principals. The parties hereto submit and consent to the jurisdiction and venue of the federal and state courts in Atlanta, Georgia, for any claims or legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or not arising under this Agreement). The winning party in any litigation or arbitration will be entitled to recover its costs of such litigation or arbitration.
10.3 Any provision or part of this Agreement shall, for any reason, be held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, this Agreement shall be deemed severable and such invalidity, illegality, or unenforceability shall not affect any other provision or part of this Agreement which shall be enforced in accordance with the intent of this Agreement.
10.4 The headings in this Agreement are included or purposes of convenience only and shall not be used in the construction or interpretation of this Agreement.
10.5 The failure or delay of a party at any time to enforce performance of this Agreement shall not be construed as a waiver of the right of such party to enforce performance of this Agreement at any subsequent time.
10.6 The scope of this Agreement is worldwide.
I have read and understand the terms of the The Home Depot Stars Talent Competition Participation and Submission Agreement.
I understand that by making my submission to enter the Competition, I grant HSI and THD the rights to my Performance as more fully described above.
By entering a submission, I accept and agree to comply with the terms of this Agreement.