OUR SUNDAY VISITOR, INC. (“OSV”)
General TERMS & CONDITIONS
By submitting his or her application for the OSV Innovation Challenge (the “Challenge”), Applicant represents, warrants, and agrees as follows:
1. Eligibility Requirements. Applicant represents and warrants that Applicant: (i) is at least 18 years of age or older; (ii) is a legal resident of the United States of America or Canada; (iii) has not been convicted of a misdemeanor or felony charge (other than routine traffic violations) and does not have any felony or misdemeanor charges pending against him or her; and (iv) is an actively practicing member of the Catholic Church in good standing (v)Neither applicant nor any of their immediate family members or anyone living in their household currently is or has been within the past one (1) year, an employee, officer, or director of OSV or any of its affiliates, any known partner or sponsor.
2. Acknowledgements. Applicant acknowledges and agrees that: (i) OSV has sole and absolute discretion in selecting a winner or winners and may base its decision on any one or more facts or circumstances OSV deems relevant, including without limitation, the character of the Applicant or the Applicant’s business idea; (ii) Applicant is not guaranteed to advance or win the Challenge; (iii) even if Applicant is selected as a winner, an investment, loan, grant, or other consideration or terms and amounts of such investment, loan, grant, or other consideration is not guaranteed until OSV is satisfied in its sole and absolute discretion with the results of its due diligence review of Applicant and Applicant’s business; (iv) any investment, loan, grant, or other consideration given by OSV may be a securities offering and/or a sale of securities governed by federal and/or state law so Applicant shall be solely responsible to comply with such securities laws; (v) OSV is not acting on behalf of Applicant in any regard, whether as an agent, broker, or finder; and (vi) in the event Applicant is selected for investment, loan, grant, or other consideration, Applicant will be required to entered into additional agreements, such as a loan or grant agreement, with OSV or its designated affiliate in connection therewith and such agreements shall be acceptable to OSV, part of the award will go to fund a startup bootcamp to help launch the applicants idea.
3. Application Materials. Applicant represents and warrants that (i) Applicant has answered all questionnaire and application question completely, honestly and accurately; (ii) all applications, verbal or written statements, responses, materials, business plans, financial statements, financial projections, or any other information or data (collectively “Application Materials”) submitted by Applicant is true and accurate in all material respects and does not omit any material fact relating to Applicant or Applicant’s business or application; and (iii) the consent of no other person is required in order for Applicant to enter into and compete in the Challenge.
4. Grant of Rights. Applicant hereby grants and conveys to OSV the absolute and irrevocable right and license to (i) interview, audition, film, photograph, and record Applicant and/or Applicant’s voice by any method whatsoever in connection with the Challenge; and (ii) use by photograph, film, or audio means any idea, product, name, logo, artwork, packaging, trademarks, and service marks in connection with the Challenge.
5. Confidentiality. OSV will keep confidential all Application Materials and any information or trade secrets obtained or learned by OSV in connection with Applicant’s participation in the Challenge, except to the extent written consent is obtained from Applicant, as required by law, or as necessary for OSV to share with its professional advisors in connection with any evaluation of the Application Materials relating to a potential investment, loan, grant, or other consideration in favor of Applicant. Applicant shall keep confidential all and not use, disclose, or publish any information, knowledge, or data, whether in writing or not, relating to the Challenge.
6. Indemnification. Applicant, on behalf of himself or herself and his or her affiliates, successors, assigns, owners, directors, managers, officers, employees, heirs and personal representatives, shall indemnify and hold harmless OSV and Catholic Creatives from any and all claims, causes of actions, damages, and costs and expenses in connection with Applicant’s application and/or participation in the Challenge, including, without limitation, any of the following: (i) any statement, action or omission made or taken by Applicant or any other person during or in connection with or relating to the Challenge; (ii) Applicant’s failure to follow the instructions of OSV or any of its affiliates, officers, agents, representatives or employees or anyone connected with the Challenge; (iii) Applicant’s breach of any representations, warranties, or obligations under this Agreement; (iv) Applicant’s use or benefit of any investment, loan, grant, or other consideration given by OSV; or (v) the use by OSV or any of its licensees, employees, or assigns of any rights Applicant has granted to it herein.
7. Governing Law; Venue. This Agreement is governed by the laws of the State of Indiana without regard to its conflicts of laws principles. Any action by either party against the other party must be made in the federal or state courts sitting in Allen County, Indiana.
8. Severability; Assignment. Any provision of this Agreement that is held invalid, illegal, or unenforceable will be ineffective only to the extent of such invalidity, illegality, or unenforceability, without affecting in any way the remaining provisions hereof. OSV may assign, in whole or in party, any of its rights or obligations under this Agreement. Applicant may not assign any of his or her rights or obligations under this Agreement.
9. Entire Agreement. This Agreement supersedes and replaces all prior and contemporaneous oral or written communications and agreements between OSV and Applicant and sets forth the entire agreement between OSV and Applicant with respect to the subject matter hereof.
10. References. Any reference to Applicant in the gender form shall be deemed to include a reference to any limited liability, corporation, or other entity.