- These terms and conditions (“General Terms”) are the overarching general terms and conditions that apply to all Aurora International Taste Challenge events controlled by Tank Town Promotions (Pty) Ltd (“the Promoter”), (the “Event”, “Event” or collectively, “Events”,”Events“, as applicable) and accessed using the relevant Promoter website per Event (“Website”), where these should be read with, and to include, all of the other Promoter Rules or policies applicable from time to time, per Event or generally.
- The terms “user“, “you” and “your” are used interchangeably and refer to all persons who enter an Event (“Entrant”). Accordingly, the terms “us”, “our” or “we” used refer to the Promoter or its possession.
- In addition to these General Terms, each Event will have its own rules which the Entrant needs to understand and agree to before and during their participation in any Promoter Event (“Rules”).
- We may change these General Terms, or our other applicable Rules, at any time. You should check our Website regularly for any changes which will apply from the date that they are uploaded. For further information in relation to any applicable Rules for any particular Event, please contact us at firstname.lastname@example.org or https://www.aurorachallenge.com and the relevant subpage that deals with the particulars of the product category in question. It is solely your responsibility to ensure that you are aware of, have read and understood any changes as and when they become applicable; where we are under no obligation to ensure that you have done so.
- By entering any event, you agree that you have read, understood and agree to be legally bound by these General Terms and any other applicable Promoter policy or Rules related to the Events, where any infringement thereof by a participant or Entrant constitutes a material breach entitling the Promoter to terminate a party’s participation in an Event or Events.
- Please pay specific attention to the BOLD paragraphs of these General Terms. These paragraphs or statements limit the risk or liability of the Promoter or a related third-party, constitutes an assumption of risk or liability by you, impose an obligation by you to indemnify the Promoter or is an acknowledgement of any fact by you.
Eligibility and who may enter a event?
- Entrants must be distributors, importers, brokers, manufacturers, producers, or wholesalers of a consumer ready food product, that have a current Certificate of Acceptability for Food premises (as per regulation dated 30/07/1999 made in terms of the Health Act 63 of 1977 (as amended) issued by the local authorities, or similar legal status to produce the product, or one issued to the manufacturer of the product, while complying with all other legal legislation needed. You may also require a Halaal Certification if you claim this on your product. The Entrant or the product manufacturer must adhere to all legislation demanded by the country of origin where the product was produced.
- Entrants, natural or juristic, can be of any nationality, and warrant that they have full legal capacity to understand and be bound to these General Terms and all other Event Rules which may be applicable, either in their own personal capacity, or with the authority of their instructing juristic entity.
- Any person acting or declaring to act as an agent of an Entrant is considered to have given The Aurora International Taste Challenge a guarantee of his or her authority to enter, and The Aurora International Taste Challenge is not obliged to make any inquiry as to that authority.
- Employees of Tank Town Promotions (Pty) Ltd. (with registration number 2017/107849/07) and/or the Promoter or their immediate family are not allowed to enter the event.
- It will be the sole decision of the Promoter as to whether any eligibility requirement has or has not been met and may require evidence or confirmation of certain information from Entrants before awarding prizes (“Awards”).
- Where an Entrant or prizewinner is in breach of any of the General Terms and/or Rules of an Event and, in particular, where a person is in breach of the entry restrictions, we may enforce our right to disqualify that person and require the return or reimbursement to us of any prize and/or cancellation of a right to use a prize, even where a prize has already been awarded and/or provided to the Entrant or prizewinner in question.
- Contestants are allowed to enter as many different products as they want.
- Any product may only be entered once.
- The Promoter is not responsible if any product is damaged or lost at any time.
- No products left over will be returned, and will become the property of the Promoter.
- The Promoter reserves the right to disqualify and discard entries that are not properly sealed or damaged, according to food and health safety procedures. All entries must be carefully packaged.
- Entries must be completed in full, and entries that were not completed in full can be declared void.
- By entering any Event, the Entrant warrants that the information provided is factually and legally correct.
- Products will be judged as it has been received without any preparation or mixing unless it is in a category that specially caters for such needs.
- Samples must be sealed according to food safety standards. All allergens must be declared on the packaging.
- If multipacks with different flavours are entered, indicate the flavour that needs to be judged, as every flavour will be a different entry.
- In all Events, we reserve the right to reject any entries that are incomplete, incomprehensible, damaged or otherwise deficient.
- We accept no responsibility for any late, lost or misdirected entries, including but not limited to, texts, calls, online submissions or emails not received due to technical disruptions, network congestion or any other reason.
Awards and the use of the award artwork earned
- Please see the Rules particular to each Event, to see the exact Awards available to be won for each event.
- The various Award winners will be contacted within 30 days of the closing date of the Event, whereafter the Promoter will provide the relevant winner with any further information and/or agreements to adhere to to receive their Award/right to use their Award. Should the promoter be unable to contact a winner after reasonable attempts or should the winner be unable to accept the award or adhere to a component of its acceptance/use, the promoter reserves the right to award the Award to an alternative winner, drawn in accordance with these terms and each event’s rules.
- Sticker/decal artwork or artwork owned by the promoter shall only be featured in association with a product and brand that has been entered into the relevant Event and was awarded. The sticker/decal/artwork must show the year of the Award.
- If the artwork is featured on a label, the minimum number height of the year of the Award must be 1mm (one millimetre) high.
- The entrant acknowledges that all logos and artwork associated with this event are owned by The promoter and that the entrant may not promote the winning of any award, or any association with an award or The Aurora International Taste Challenge, other than in accordance with the rules and regulations of the event and have agreed to the non-exclusive licence agreement signed by both parties.
- The promoter may take any action considered necessary in respect of any advertising that is in conflict with the rules of the event, including cancelling the award and/or any right to use marks or artwork associated with an event.
- Award stickers/decals, if applicable, can only be acquired through The Aurora International Taste Challenge.
- The Aurora International Taste Challenge logo and artwork are trademarked and incorrect use or misrepresentation of an Award can lead to disqualification.
- Partial or entire imitation or depiction of the sticker/artwork/decal, logo, name, or part of the event is prohibited without prior written agreement. Reproduction of stickers/decals cannot be made.
- If the formulation of the product changes significantly after the product wins an Award, the Award or any of the associated artwork cannot be used in association with that product anymore. No stickers/decals/Logos/Award artwork may be used on this other product, and the non-exclusive licence agreement will not be applicable to be used in association with this varied product.
- The promoter makes no representation nor warranty concerning Awards provided and to the fullest extent permitted by law, the Promoter shall have no liability to any Entrant/winner in relation to any Award, its fitness for purposes, merchantability or otherwise.
The judging of products
- The event reserves the right to change the class an entry was entered into, if it is considered to be in the wrong class.
- Products are judged by the particular professionals identified in each event’s particular rules, consisting of industry experts, tasting professionals and other specialists in the Event’s field.
- The decision of the judges is final and no changes will be made to awards after the judging process is complete. In the event of a dispute, this event’s decision will be final.
- The decisions of The Aurora International Taste Challenge are final, and in no way mirrors the view of the sponsors or individual judges. Results may not be challenged.
- The Aurora International Taste Challenge can refuse any entry deemed a health hazard.
- The event reserves the right to refuse entries for any reason it sees fit.
- No product may be entered that is not meant for consumption by the public. The judges may refuse to judge a product that does not appear appetising.
- In case there are more than the manageable amount of products submitted, products may be pre-screened to bring the final down to a manageable quantity.
- Tiebreakers, disputes, conflicts, questions or concerns will be managed by the Promoter and if required by law, by an independent adjudicator.
- Judging is verified by an independent and objective verification provider (“Verifier”), who performs this function in strict accordance with applicable laws and regulations. The promoter has absolutely no influence on the verification of the judging of award winners, or the actions association therewith, performed by the Verifier. As such, the Promoter will not engage with you on any dispute on the verification of the judging, Award-winning or awarding process, as the Promoter is not the party conducting the verification and has no control over it.
- Entries will only be accepted in English.
- By entering an event, the participant agrees to the rules of the event, in addition to these General Terms.
- The exact entry fee per event will be stated in that particular Event’s Rules. The entry fee is only refundable if the entry is withdrawn before the close of entries, and for no other reason.
- If a participant does not follow all the rules of the event or legal requirements as required, the promoter has the right to disqualify the particular entry concerned or the entire year’s entries or ban the participant from the event.
- The Promoter can change the rules of the event without notice, and publish them on the website without giving notice to participants. If the Entrant does not want to comply with the new rules of the event, they can cancel their entries, up to the date entries close. After this time, participants have to comply with the rules of the event.
- The promoter will not enter into correspondence regarding these rules, or other rules pertaining to particular event classes.
- If for any reason any event is not capable of running as planned as a result of any (including but not limited to) technical failures, unauthorised intervention, irregular or unfair entry schemes, computer viruses, mobile network failure, tampering, fraud or any other causes beyond our control which corrupt or affect the administration, security, fairness, integrity or proper conduct of an event, we reserve the right to cancel, terminate, modify or suspend the event and/or judging related to the event and/or to disqualify and/or take further legal actions against any individual who (whether directly or indirectly) causes (or has caused) the problem.
- No indulgence, leniency or extension of time granted by the Promoter shall constitute a waiver of any of the promoter’s rights under these General Terms and, accordingly, the promoter shall not be precluded, as a consequence of having granted such indulgence, from exercising any rights against an Entrant which may have arisen in the past or which might arise in the future.
- The legal force of other provisions in this agreement shall in no way be affected by the inability of one such provision to be unenforceable. However, in such a case the parties involved are obligated to reach a new arrangement to overcome this. The original purpose of the provision shall be maintained as far as is possible until an agreeable way forward is reached by both parties.
- The promoter will not publish nor reveal the names of products that are not awarded.
- For confidentiality purposes, only a list of the top participants may be made public. There will not be a list available of all the participants that took part in the event nor the score assigned to any product.
Limits of liability
- The promoter will not be held liable for any damage incurred to stickers/decals once the stickers/decals have been accepted by the Award winner or by a third party, such as a transportation company.
- The Aurora International Taste Challenge shall neither by agreement, legislation nor tort suffer liability for losses, circuitous, unusual or resulting injury, damages or loss of any sort, with respect to Awards awarded, or any Entrant’s participation in any Event.
- The Promoter will not be liable for defective stickers/decals, or stickers/decals that are not to the preference of winning Entrants. The Promoter can, within its discretion, either replace or pass credit for defective stickers/decals so proven, but shall not be liable for any direct, indirect, or any other loss, including the loss to third parties and legal expenses, arising out of errors in providing the material.
- On no account shall The Aurora International Taste Challenge or Promoter be responsible for financial or other demands for compensation or damages related to products entered, a product liability claim or a similar event caused by unsuitability of the product for any reason. The Aurora International Taste Challenge and/or the Promoter shall remain exempted from such demands made by any third party. However, participants shall be fully responsible for damages inflicted on The Aurora International Taste Challenge or the Promoter on account of such demands. Damages may include those inflicted in terms of financial costs incurred by The Aurora International Taste Challenge or the Promoter due to this event, as well as damage to its credibility. The costs include but are not restricted to those connected to offensive, and falsified utilisation of the Awards by the participant involved.
- In the event of a communicable disease including a viral infection or pandemic and/or any resultant official warning or instructions to prevent the assembly of people at a given place or at a given time, or any restrictions following any recommendation or legislation by the World Health Organisation or government that public events may not be staged or can proceed, the promotors are not responsible for any consequential loss should its own event or events or exhibitions be affected, postponed or cancelled, and the promotor will not refund deposits and/or any other payments or deposits either paid, accrued, pending or which are due for payment, or contracted to be paid at a future date. Customers of the promotor who are partners, sponsors, advertisers and/or entrants, should ensure that their own insurance adequately covers them for such eventualities or circumstances, as the promotor will not be found liable for repayments or damages or any consequential loss in such prevailing circumstances.
- In the event that requisite Event judging cannot take place for any reason, or participants cannot be given results, no refunds will be made.
- In the event of an unavoidable catastrophe such as fire outbreaks, war, an act of God, epidemic outbreak, civil unrest, obligations and bans by the government, or any other event beyond The Aurora International Taste Challenge’s control (collectively referred to as ‘Force Majeure Event’), no party shall be held accountable if there is a failure to keep to the Rules and regulations of an Event. In the event of such an occurrence, prompt notice of incapacity must be provided by the affected party. The other party reserves the right to annul the contract without having to pay ensuing damages. In the event of any Entrant breaching these General Terms or any other of the Promoter’s applicable Rules or policies, the Entrant shall be liable for all legal costs (on the scale as between attorney and client) (including collection commission) which may be incurred by the Promoter in relation to, and as a consequence of, the breach.
Governing Law and Disputes
- The legislature governing the South African Law shall enact and enforce the Rules and regulations of any Event as well as the Awards awarded.
- Should any dispute, disagreement or claim arise between a user and the Promoter concerning any matter relating to an event, the parties shall endeavour to resolve the dispute amicably, by negotiation, and with the best interests of both parties in mind. Should the parties fail to resolve such dispute in an aforesaid manner or within such further period as the parties may agree to in their negotiation, it shall be resolved with the assistance of any applicable regulator, or finally, in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator appointed by the Foundation.
- The parties mutually agree that in no circumstance will either party publicize the dispute on any social media or another public platform. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim against the infringing party.
NON-EXCLUSIVE LICENSE AGREEMENT
This License Agreement (the “Agreement’) is made and effective the day the results are issued.
BETWEEN: TANK TOWN PROMOTIONS (PTY) LTD, TRADING AS THE AURORA INTERNATIONAL TASTE CHALLENGE, company registration number 2013/212836/07, company website https://www.aurorachallenge.com herein referred to as the “Licensor”), duly represented in this Agreement by JM Nel, a Company organised and existing under the laws of South Africa, with its head office located at: 9 Holly Oak, Stellenbosch, 7600, South Africa
AND: The full name of the company that own or distribute the products in question that the award is awarded to (herein referred to as the “Licensee”), duly represented in this Agreement by the person who entered the property with Main Address located at the property that won the award, and the headquarters of the company that own this property.
WHEREAS, the Licensee has developed a Product and owns all Intellectual Property rights to the Products including names and interest in and to the Licensor’s AITC Marks, trade dress, as shown in the attachment that wil be emailed with this agreement.
WHEREAS, the Licensee wishes to obtain the non-exclusive, revocable, non-transferable license to use the Aurora International Taste Challenge (AITC) Marks in accordance with the policies, conditions, and terms provided in this Agreement.
WHEREAS, Licensor and Licensee now desire to enter into this Agreement to grant Licensee a worldwide, SEASONAL, non-exclusive, non-transferable license to use the AITC Marks as specified herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the Licensor and Licensee agree as follows:
- AITC MARKS
For the purpose of this Agreement, the AITC Marks contemplated in this Agreement shall mean all Licensor’s intellectual rights, names, trade signs, trade dress, trade marks in and to Product Name and Marks that may be used worldwide in conjunction with year of the event.
The AITC marks include, but are not limited to the Gold, Double Gold, Silver and the event Logo as well as variants thereof, irrespective of the year indicated on the artwork, particular colours used, particular design, or the gold, double gold, trophy or silver rating.
Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable license to use the AITC Marks worldwide in the course of its business and for its own internal business purposes, and for no other purpose whatsoever without the express written permission of the Licensor. Licensee shall not sell or distribute the AITC Marks in any way. Licensee may copy the AITC Marks in accordance with the terms of this Agreement, for its own internal business purposes. Any other use made by Licensee shall only occur upon the receipt of prior written approval from Licensor.
Licensee shall not sell, grant sub-licenses or distribute the AITC Marks in any way without the prior express written approval of Licensor.
Licensee hereby accepts such license and agrees that Licensee shall not use the AITC Marks except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the AITC Marks.
The Licensee shall not pay any fee for the granting of this license for the original brand name that the product was entered into the event, as it is included in the entry fee. If the same product is marketed under a different brand name, a separate licensing fee equal to that of an entry fee needs to be paid, to apply for a non-exclusive license agreement for each separate brand name this product is produced under, if the licensee wishes to use the aforementioned marks in association with those brand names.
- TERM AND TERMINATION OF THE LICENSE
The term of this Agreement (the “Term”) shall commence on the Effective Date first above written and continue for the duration of 3 years unless earlier terminated in accordance with the terms and conditions hereof.
This Agreement may be terminated by the Licensor at any time in the event that Licensee shall:
- Use the AITC Marks in any manner other than as specifically permitted herein, or in any manner which, in the sole opinion of the Licensor, places the Licensor or any of its member schools at risk of liability or directly or indirectly causes harm to the AITC Marks, the Licensor or any of the Licensor’s member schools;
- Be unable or unwilling to pay its debts when due, or shall make any assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or shall file or have filed against it any petition under the bankruptcy or insolvency laws of any jurisdiction (in which event, neither the Licensee nor its receivers, representatives, trustees, agents, administrators, successors or assigns shall have or retain any rights under this Agreement);
- Discontinue its business;
- Attempt to assign or otherwise transfer Licensee’s rights or obligations under this Agreement to any third party without the prior written approval of the Licensor; or
- Otherwise breach this Agreement and fail to cure such breach within five (5) business days of receiving notice from the Licensor.
Upon termination, all rights (but not obligations) of Licensee under this Agreement shall immediately cease. Licensee shall immediately: (i) discontinue all use and/or reproduction of the AITC Marks, any merchandise or material with the AITC Marks on it and any material that is confusingly similar thereto; (ii) delete or remove the AITC Marks from, or where such deletion or removal is not reasonably practicable, destroy or, if the Licensor shall so elect, deliver to the Licensor or its designee, all materials or documents in the possession or under the control of Licensee to which the AITC Marks are then affixed or approved, including, without limitation, Licensee’s web site, catalogues, advertisements, product displays, labels and any other promotional materials.
If at any time an awarded product experiences contamination of any kind, or a situation occurs as to change the quality to such an extent that the product is no longer similar to the product that won an award, the award is rescinded, and may not be advertised or shown in conjunction with the product that won, as the quality is not the same as that was entered. The moment an entrant becomes aware of circumstances that will change the taste or quality of the product, The Aurora International Taste Challenge must be notified by email within 48 hours
The foregoing is without prejudice to Licensor’s other rights, including its right to inform third parties and the public of the termination of the Agreement, as well as its right to claim compensation from Licensee for all damages, including loss of profits, indirect, special, incidental or consequential damage.
- Compliance with the Rules and Regulations
The Rules and Regulations as published by Licensor on its website https://www.aurorachallenge.com form an integral part of this Agreement.
- Any violation, by the Licensee, of said Rules and Regulations shall be considered a violation of this Agreement, and vice-versa.
- USE OF AITC MARKS; QUALITY STANDARDS.
Licensee shall take all reasonable and necessary measures and actions to ensure that any use of the AITC Marks is used in a manner consistent with applicable law the Rules and Regulations of the Aurora International Taste Challenge and in a manner which will not cause harm or loss by the Licensor of any of its rights and/or goodwill in and to the AITC Marks. Additionally, Licensee shall:
- Use the AITC Marks only in the form and manner set forth in this Agreement and the Licensor Guidelines;
- Use the AITC Marks along with appropriate legends identifying Licensor as the owner of the AITC Marks;
- Carry out its activities in such manner as is consistent with reputable entities within the industry.
- If the artwork is featured on a product, the minimum height of the numbers featuring the year of the award must be 1mm high, but must always be in proportion to the other elements in the original artwork, as the artwork may never be altered without written consent from the licensee.
- Licensee is only allowed to use the AITC Marks associated with the award garnered during the year of the event, and in conjunction with the specific year of the event, for the purpose of Licensee’s promotion and sale of the Awarded product(s) on labels, packaging, printed documents, advertisement and electronic media.
The ways Licensor can monitor this include but are not limited to:
- Requesting a sample of any or all advertising and promotional material, labels, packaging, etc., which will be/are being used by Licensee referring to the AITC Marks,
- Requesting for a certification to the effect that actual use of the AITC Marks is in full adherence to this Agreement and Rules and Regulations of the event.
- OWNERSHIP OF AITC MARKS.
Licensee acknowledges and agrees that all right, title and interest in and to the AITC Marks shall at all times remain the exclusive property of the Licensor. Licensee further acknowledges and agrees that the rights to the AITC Marks granted to Licensee in this Agreement shall not be construed to grant to Licensee any ownership, rights or other benefits in the AITC Marks. In light of the foregoing, Licensee represents and warrants that:
- Each use of the AITC Marks pursuant to this Agreement shall constitute an independent derivative work of the AITC Marks, the rights to which are hereby assigned to the Licensor, evidenced and acknowledged by Licensee.
- Licensee will not, during or subsequent to the Term, use or seek to register any trademark, service mark, trade name, insignia, logo, or work of art that is confusingly similar to or a colourable imitation of the AITC Marks;
- Licensee will not, at any time, itself or through another, challenge or assist any third party in challenging the Licensor’s right, title, or interest in the AITC Marks or the validity of the AITC Marks or any registration thereof; do, cause to be done or omit to do anything that would contest or in any way impair the rights of the Licensor in and to the AITC Marks; or represent that it has any ownership or other rights with respect to the AITC Marks other than those rights expressly conferred to Licensee under this Agreement; and
- Licensee will, upon request by Licensor, promptly execute, acknowledge, or deliver any documents or confirmations deemed necessary and appropriate by the Licensor to memorialize, enforce, protect, or otherwise perfect the Licensor’s rights, title and interest in and to the AITC Marks.
- ADDITIONS AND MODIFICATIONS TO AITC MARKS.
The Licensor expressly reserves the sole right to add to, modify, change or discontinue any and all of the AITC Marks at any time. The added, modified or changed AITC Marks shall for all purposes be deemed to be the AITC Marks referred to in this Agreement and any such modifications or changes to the AITC Marks shall be the sole and absolute property of the Licensor. The Licensor shall have the sole right (but not the obligation) to seek registration of any of the AITC Marks now or in the future existing, and Licensee agrees to provide the Licensor with reasonably requested assistance in connection with any such registration (provided that the Licensor shall reimburse Licensee for any reasonable out-of-pocket costs of providing any such assistance).
LICENSEE HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD THE LICENSOR, THE LICENSOR’S AFFILIATED ENTITIES, SUCCESSORS, SUCCESSORS IN INTEREST AND ASSIGNS, AND EACH OF THE FOREGOING PARTIES’ RESPECTIVE OWNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUPPLIERS AND AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) AND DAMAGES OF ANY NATURE ARISING DIRECTLY OR INDIRECTLY FROM ANY ALLEGATION OR DETERMINATION THAT LICENSEE HAS BREACHED THIS AGREEMENT.
ON NO ACCOUNT SHALL THE AURORA INTERNATIONAL TASTE CHALLENGE OR TANK TOWN PROMOTIONS (PTY) LTD BE RESPONSIBLE FOR FINANCIAL OR OTHER DEMANDS FOR COMPENSATION OR DAMAGES RELATED TO PRODUCTS ENTERED, OR A PRODUCT LIABILITY CLAIM OR A SIMILAR EVENT CAUSED BY UNSUITABILITY OF THE PRODUCT FOR ANY REASON. THE AURORA INTERNATIONAL TASTE CHALLENGE OR TANK TOWN PROMOTIONS (PTY) LTD SHALL REMAIN EXEMPTED FROM SUCH DEMANDS MADE BY ANY THIRD PARTY. HOWEVER, PARTICIPANTS SHALL BE FULLY RESPONSIBLE FOR DAMAGES INFLICTED ON THE AURORA INTERNATIONAL TASTE CHALLENGE OR TANK TOWN PROMOTIONS (PTY) LTD ON ACCOUNT OF SUCH DEMANDS. DAMAGES MAY INCLUDE THOSE INFLICTED IN TERMS OF FINANCIAL COSTS INCURRED BY THE AURORA INTERNATIONAL TASTE CHALLENGE OR TANK TOWN PROMOTIONS (PTY) LTD DUE TO THIS EVENT, AS WELL AS DAMAGE TO ITS CREDIBILITY. THE COSTS INCLUDE BUT ARE NOT RESTRICTED TO THOSE CONNECTED TO OFFENSIVE, AND FALSIFIED UTILISATION OF THE AWARD ARTWORK BY THE PARTICIPANT INVOLVED.
- FORCE MAJEURE
No Party shall be responsible or liable for any breach of this Agreement and/or Rules and Regulations arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions. The affected Party shall notify the other Party in writing of the Force Majeure, provided that the other Party shall have the rights to terminate this Agreement after 30 days of the occurrence of a Force Majeure.
Every provision of this Agreement is intended to be severable. In the event that any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable; provided, however, that any such invalid or unenforceable provision shall be deemed automatically replaced with a valid and enforceable provision having legal effect as similar as possible.
- BINDING AGREEMENT; NO ASSIGNMENT.
This Agreement and its benefits, obligations and other provisions is applicable to, binding upon, and shall inure to the benefit of the parties and their respective affiliated entities, successors, successors in interest, assigns, any entity over which either party exerts control, and the present and former owners, officers, directors, shareholders, employees, representatives, contractors, suppliers and agents of the foregoing. The previous notwithstanding, Licensee may not assign or transfer any of Licensee’s rights or delegate any of Licensee’s obligations under this Agreement, in whole or in part, without the Licensor’s prior written approval. Any attempted assignment, transfer or delegation, without such approval will be void and may, in the Licensor’s sole discretion, be grounds for terminating this Agreement.
Any modification of this Agreement must be agreed upon and signed in writing by both parties. Failure by either Party to enforce any right or to seek to remedy for any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
This Agreement is drawn up in English.
- Governing Law and Jurisdiction
This Agreement will be construed and enforced in accordance with the laws of South Africa.
Any dispute arising from or in connection with this Agreement, will be settled amicably. In case of a dispute for which no amicable solution is possible, such dispute shall be submitted to the exclusive jurisdiction of the Commercial Courts of South Africa.