Contest submission agreement

This Contest Submission Agreement ("Agreement") is a legal contract between you and Yola, Inc. ("Sponsor").  By submitting any Website Redesign Entry Materials (as defined in the Official Rules), including any descriptions, statements, plans, videos, designs (including any website designs), photos, images or other materials or content ("Content") to or http://yolamakeover.com/ (the "Site"), you agree to be bound by the terms and conditions of this Agreement.  You must be at least 18 years of age (or the age of majority in your state of residence) to submit Content to or through the Site.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SUBMITTING ANY CONTENT. THIS AGREEMENT INCLUDES IMPORTANT TERMS REGARDING YOUR INTELLECTUAL PROPERTY RIGHTS IN CONTENT YOU SUBMIT FOR THE YOLA, INC. "YOLA WEBSITE MAKEOVER CHALLENGE" CONTEST (THE "CONTEST"); GRANTS CERTAIN RIGHTS AND RELEASES; AND MAKES CERTAIN REPRESENTATIONS, WARRANTIES AND INDEMNITIES REGARDING THE CONTENT YOU SUBMIT.

In consideration of allowing you to participate in the Contest, you agree as follows:

1.    License of Rights to Sponsor. 

All entries and other materials (including Content) submitted to Sponsor in connection with the Contest (collectively, "Entry Materials") will not be returned to you.  You hereby grant Sponsor a limited, non-exclusive license to use, modify, reproduce, publish, perform, display, distribute, make derivative works of and otherwise commercially and noncommercially exploit the Content during the Contest Period (as defined in the Official Rules). 

2.    Assignment of Rights to Sponsor

In the event the Content you submitted is selected as the Winning Redesigned Website (as defined in the Official Rules), you hereby assign all right, title, and interest in the Content, including, without limitation, all associated copyright, trademark, patent, and other proprietary rights therein, to Sponsor. Without limiting the generality of the foregoing, you acknowledge that Sponsor will own all rights to use, modify, reproduce, publish, perform, display, distribute, make derivative works of and otherwise commercially and non-commercially exploit the Content in perpetuity and throughout the universe, in any manner or medium now existing or later developed, without separate compensation to you or any other person or entity.  You further grant to Sponsor the right to use your name, image and likeness on, and in connection with, the Content worldwide in any manner or medium now existing or later developed, for any purpose (commercial or non-commercial), without separate compensation to you or any other person or entity.  You will take, at Sponsor's expense, any further action (including, without limitation, execution of assignments, affidavits and other documents) reasonably requested by Sponsor to effect, perfect or confirm Sponsor's rights as set forth above in this paragraph.  Notwithstanding the foregoing, if the Content you submitted is selected as the Winning Redesigned Website (as defined in the Official Rules), Sponsor hereby grants to you a limited, non exclusive license to publish, reproduce and display the Content solely for promotional purposes.

3.    Contest Official Rules.  By submitting Content, you acknowledge that you have read and agree to all of the terms, conditions and rules set forth in the Official Contest Rules ("Official Rules") available at http://yolamakeover.com/rules which are incorporated into this Agreement by reference.  Without limiting the foregoing, as a condition of being awarded any prize, each winner will be required to execute and deliver to Sponsor a signed affidavit of eligibility and acceptance of the Official Rules, and any other required legal, regulatory and/or tax-related documents. 

4.    Representations and Warranties.  You represent and warrant that (a) you are eligible to enter the Contest; (b) the Content is original to you and that you are the owner of all right, title and interest in and to the Content and have the right to grant the rights granted herein or, alternatively, you have obtained all necessary rights and permissions to use and submit the Content in connection with the Contest and to provide all the rights specified in this Agreement; (c) you have the unconditional right to submit the Content to Sponsor pursuant to this Agreement and the Content and the use thereof as contemplated herein does not and will not violate or infringe upon any law or regulation or the rights of any third party, including, without limitation, any intellectual property rights, rights of privacy, and/or rights of publicity; (d) the Content does not contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data; (e) all statements that you assert as fact are true and accurate; and (f) Entry Materials will fully comply with the Official Rules.  It is your sole responsibility to obtain all permissions, assignments, and releases necessary for the grant of the assignment contained in this Agreement.

5.    Waiver and Release.  By submitting the Content, you hereby release Sponsor from any liability whatsoever, and waive the right to make any claims against Sponsor, arising out of, or relating to, the Content or the use of your name, image and/or likeness as set forth in this Agreement, including, without limitation, claims of infringement, unfair competition, breach of implied contract, breach of confidentiality, and/or violation of any right of privacy or publicity.   

6.    No Confidentiality.  You realize that Sponsor may have access to, or may independently create content and material
similar or identical to, the Content you submit, and you agree that you will not be entitled to any compensation by reason of the use by Sponsor of such similar or identical material.  All Content submitted to Sponsor will not be treated as confidential, and you will not include or disclose any trade secrets or other confidential or proprietary information of a third party in any Content.

7.    Indemnification.  You will defend, indemnify, and hold harmless Sponsor, and its parent companies, subsidiaries, affiliates, successors and assigns, from and against any and all claims, demands expenses, losses or liabilities including, without limitation, reasonable attorneys' fees and punitive damages, arising out of or in connection with the Content, or any use thereof, including, without limitation, those arising from any breach, or alleged breach, of the warranties, representations and promises provided by you in this Agreement. 

8.    Miscellaneous.  This Agreement, together with the Official Rules, embodies the parties' entire agreement and supersedes any prior agreement, express or implied, written or oral, with respect to the Content.  No modification, deletion, amendment of any provision is binding unless in writing signed by each party's authorized representative.  This Agreement will be construed in accordance with the laws of the State of California without regard to its choice of law provisions.  The parties hereby consent to the jurisdiction of the state and federal courts located in the State of California with venue in San Francisco County, California.  All of the covenants, terms, provisions and agreements contained in this Agreement will be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

Official rules for "tweet to win" sweepstakes

Important:  Please read these rules before entering the Tweet To Win Sweepstakes (the "Sweepstakes").  By participating, you agree to be bound by these Official Rules and represent that you satisfy all of the eligibility requirements set forth below.

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES.

1.    Eligibility.  PURCHASE WILL NOT INCREASE ODDS OF WINNING.  SWEEPSTAKES VOID WHERE PROHIBITED.  SWEEPSTAKES OPEN ONLY TO RESIDENTS OF THE FIFTY (50) UNITED STATES AND DISTRICT OF COLUMBIA WHO ARE AT LEAST EIGHTEEN (18) YEARS OF AGE (OR AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR RESIDENCE).  IF YOU ARE NOT A RESIDENT OF THESE AREAS OR YOU ARE UNDER THE AGE OF EIGHTEEN (18) (OR THE AGE OF MAJORITY IN YOUR STATE OF RESIDENCE), THEN YOU ARE NOT ELIGIBLE TO WIN A PRIZE, AND YOLA, INC. ("SPONSOR") RESERVES THE RIGHT NOT TO AWARD PRIZES TO YOU.  To be eligible to win a prize, entries must be completed and received by Sponsor in the format designated below.  Directors, officers and employees of Sponsor and any of their respective affiliate companies, subsidiaries, agents, professional advisors, advertising and promotional agencies, and immediate families of each are not eligible to win any prizes. All applicable federal, state and local laws and regulations apply. There is no limit to the number of submissions per person.

2.    Disclaimer.  Sponsor, all participating prize providers, and any of their respective parent companies, subsidiaries, affiliates, directors, officers, professional advisors, employees and agencies )together, the "Released Parties") will not be responsible for: (a) any late, lost, misrouted, garbled or distorted or damaged transmissions or entries; (b) telephone, electronic, hardware, software, network, Internet, or other computer- or communications-related malfunctions or failures; (c) any Sweepstakes disruptions, injuries, losses or damages caused by events beyond the control of Sponsor; or (d) any printing or typographical errors in any materials associated with the Sweepstakes.

3.    Sweepstakes Period.  The Sweepstakes period is from 12:01 a.m. (all times Pacific Time) on July 28, 2009 to 11:59 p.m. on August 7, 2009 (the "Sweepstakes Period").  All entries must be received by the Deadline to be eligible to win a prize.

4.    Prizes.  One (1) prize winner will be randomly drawn from all entries received (the "Winner").  The Winner will receive two (2) tickets to a U2 concert in a U.S. city of the Winner's choosing (http://www.u2.com/tour/) up to $800 in value and one (1) BlackBerry © up to $600 in value (the "Prize").  Approximate retail value of the Prize is $1,400.

5.    Odds; Taxes; Etc.  Odds of winning a prize depend on the number of eligible entries received.  ALL FEDERAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZES ARE THE SOLE RESPONSIBILITY OF THE WINNER.  Many will enter; a few will win. All prizes will be awarded.  Prizes returned as undeliverable or otherwise not claimed within seven (7) days after delivery of notification will be forfeited and awarded to an alternate Winner.  The Prize is not transferable.  No substitutions or exchanges (including for cash) of the Prize will be permitted, except that Sponsor reserves the right to substitute a prize of equal or greater value for the Prize.  The Prize is awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or implied, (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose).

6.    Identity of Entrant.  Each entry will be identified by the entrant's Twitter account screen name (the "Screen Name").  The Winner may be required to provide Sponsor with proof that he or she is the authorized account holder of the Twitter account associated with the winning entry.  Submitting mass entries or entries generated by a script, macro or use of automated devices is prohibited and will result in disqualification.

7.    How to Enter.  To enter, follow either one of the two following methods:
(a)    first register for a Twitter account at www.twitter.com (the "Twitter Site").  From your Twitter account, you must follow the directions available on the Twitter Site to register as a "follower"' of Yola, Inc. at http://twitter.com/yola.  Finally, you must send the following "tweet" (as defined on the Twitter Site) to all of your followers: "Does your small business need a website makeover? RT for chance to win U2 Tickets and a Blackberry. http://bit.ly/1CfoMZ Sponsored by #yola."  You must include your correct and verifiable Screen Name when you enter.  You must update your Screen Name, as necessary, to remain eligible to win.  All entries will be deemed to have been made by the authorized account holder of the Twitter account used for the tweet.
(b)    hand print your name, mailing address, telephone number and email address on a postcard and mail it to Attn: Tweet To Win, Yola, Inc. 51 Federal Street, San Francisco, CA 94107.
Failure to submit all required information in the manner required in these Official Rules may result in disqualification.  All entrants and entries are subject to verification by Sponsor.  Any submission that does not comply with any aspect of these Official Rules may be rejected by Sponsor and the entrant disqualified. 

8.    Sweepstakes Rules.  The winner will be determined by random drawing from all eligible entries, to be held at 51 Federal Street, San Francisco, CA 94107 on or around August 8, 2009.  The winner will be notified either by his or her Twitter account or by email by August 21, 2009.  To claim the Prize, the winner should follow the instructions contained in his or her notification.

9.    General Release.  By entering the Sweepstakes, you release Sponsor and all Released Parties from any liability whatsoever, and waive any and all causes of action, related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the Sweepstakes or delivery, misdelivery, acceptance, possession, use of or inability to use any prize (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.

10.    Use of Winner's Name, Likeness, etc.  Except where prohibited by law, entry into the Sweepstakes constitutes permission to use Winner's name, likeness and/or prize information, without limitation, for promotional purposes without further permission or compensation.  As a condition of being awarded the Prize, except where prohibited by law, the Winner may be required to execute a consent to the use of his or her name, likeness and/or prize information, without limitation, for promotional purposes without further permission or compensation.

11.    Affidavit & Release.  As a condition of being awarded the Prize, the winner may be required to execute and deliver to Sponsor a signed affidavit of eligibility and acceptance of these Official Rules and release of liability.

12.    Winners List; Rules Request.  For a copy of the winners list, send a stamped, self-addressed, business-size envelope after August 21, 2009 and before August 21, 2010 to Sponsor at the address listed below, Attn: Tweet To Win Winners List. To obtain a copy of these rules, send a stamped, self-addressed business-size envelope to Sponsor at the address listed below, Attn: Tweet To Win Official Rules Request.  Residents of VT may omit return postage. 

13.    Copyright Notice.  YOLA, SYNTHASITE is a trademark of Sponsor.  The Contest and all accompanying materials are copyright © 2009 by Yola, Inc.  All rights reserved.

14.    Miscellaneous.  The Sweepstakes and these Official Rules will be governed, construed and interpreted under the laws of the State of California.  Entrants agree to be bound by these Official Rules and by the decisions of Sponsor, which are final and binding in all respects.  Sponsor reserves the right to change these Official Rules at any time, in its sole discretion, and to suspend or cancel the Sweepstakes or any entrant's participation in the Sweepstakes should viruses, bugs, unauthorized human intervention or other causes beyond Sponsor's control affect the administration, security or proper play of the Sweepstakes or Sponsor otherwise becomes (as determined in its sole discretion) incapable of running the Sweepstakes as planned.  Entrants who violate these Official Rules, tamper with the operation of the Sweepstakes or engage in any conduct that is detrimental or unfair to Sponsor, the Sweepstakes or any other entrant (in each case as determined in Sponsor's sole discretion) are subject to disqualification from entry into the Sweepstakes.  Sponsor reserves the right to lock out persons whose eligibility is in question or who have been disqualified or are otherwise ineligible to enter the Sweepstakes.  If you have any questions about these Official Rules or the Sweepstakes, please e-mail them to makeover@yola.com or send written questions to Yola, Inc., 51 Federal Street, San Francisco, CA 94107.

15.    Sweepstakes Sponsor.   The sponsor of the Sweepstakes is Yola, Inc. 51 Federal Street, San Francisco, CA 94107.