Terms of Use for 2009 ThinkQuest New York City Internet Challenge Competition

INTRODUCTION
The Terms of Use set forth herein (“Terms of Use”) apply to your use of NYC.ThinkQuest.Org (the “Site”) to compete in the annual ThinkQuest New York City Internet Challenge Competition (“Local Competition”).  The Site is hosted by ThinkQuest New York City].  The Site serves as the on-line communication platform for all of the team coaches (“Coaches”), student team members and Local Competition staff of ThinkQuest New York City that visit or are registered for the Site in connection with the Local Competition (“Users”).
As used herein, “you” or “your” shall refer to you as a visitor to or User of the Site.  “We” or “our” shall refer to ThinkQuest New York City.
By using the Site, you accept and agree to comply with the Terms of Use. Your use of the Site also is subject to and contingent upon your agreement with the Local Competition Privacy Policy: http://www.tqnyc.org/privacypolicy which are hereby incorporated by reference.  PLEASE READ AND AGREE TO THE TERMS OF USE AND OUR LOCAL COMPETITION PRIVACY POLICY CAREFULLY BEFORE USING THE SITE.
PARENTAL CONSENT TO USE THE SITE
IF YOU ARE A MINOR, YOU MUST REVIEW THE TERMS OF USE AND OUR LOCAL COMPETITION PRIVACY POLICY WITH A PARENT OR LEGAL GUARDIAN OR A TEACHER BEFORE YOU USE THE SITE OR PARTICIPATE IN THE LOCAL COMPETITION.  YOU ALSO MUST HAVE YOUR PARENT OR LEGAL GUARDIAN SUBMIT A SIGNED CONSENT (http:www.tqnyc.org/consentform) IN ORDER TO USE THE SITE OR PARTICIPATE IN THE LOCAL COMPETITION.
[ThinkQuest New York City is aware that the nature of this Site means that a significant number of our Users are young people. We encourage all young visitors to consult with their parents about how to best enjoy the Site.  We believe that parents should supervise their children's online activities and consider using parental control tools available from online services and software manufacturers that help provide a child-friendly online environment. These tools also can prevent children from disclosing their names, addresses and other personal information without parental permission. For additional information about parental control tools, please consult the "Consumer Assistance" page of the Direct Marketing Association available at http://www.the-dma.org/.  For locations outside of the United States, please go to www.the-dma.org/affiliates/dmintl.shtml for a country-by-country directory of direct marketing associations. For additional information on ThinkQuest New York City’s privacy practices, please see below and also refer to the Local Competition Privacy Policy, which is hereby incorporated by reference.
REGISTRATION TO USE THE SITE
ThinkQuest New York City solicits Entries for the Local Competition via the on-line application form accessible at nyc.ThinkQuest.org. Your participation in the Local Competition and the submission of Entries are governed by the ThinkQuest Local Competition Rules (http://www.tqnyc.org/?S=rules) and the Evaluation Criteria, which are hereby incorporated by reference. You must complete all aspects of the registration process.
You acknowledge and agree that ThinkQuest New York City may (i) block your use of the Site if your registration is not complete and/or (ii) may terminate your account and rights to use the Site if any registration data that you provide is untrue, inaccurate, not current or incomplete, or if ThinkQuest New York City has reasonable grounds to believe that any registration data is untrue, inaccurate, not current or incomplete.
ACCOUNT SECURITY
Users will receive a unique user name and password (together, “your Account”).  You understand that you are responsible for keeping your Account secure. You also are responsible for all activities that occur through your Account. You agree to immediately notify ThinkQuest New York City or your school of any unauthorized use of your Account or any breach of security. Unauthorized access to the Site is a breach of the Terms of Use and a violation of law.
RULES OF CONDUCT
As a User of the Site, you acknowledge and agree to the following rules of conduct (“Rules of Conduct”) for the Site:
No Bad Language, Pictures or Behavior. You agree not to post or distribute any material that is: (a) defamatory, abusive, harassing, insulting or threatening to any other person or that could be considered stalking; (b) bigoted, hateful or racially offensive; (c) vulgar, obscene or sexually explicit; or (d) illegal or promoting illegal activity.  [ThinkQuest New York City in it sole discretion, determines what violates this section.
Ask for Permission When Borrowing Other People's Work. You agree not to post or distribute any material that infringes and/or violates any right of a third party or any domestic or international law, including but not limited to: (a) copyright, patent, trademark or other proprietary rights; (b) rights of privacy or publicity (specifically, you must not post or otherwise distribute any other person's personal information); or (c) any confidentiality obligation.
No Advertising or Selling. You agree not to advertise or sell anything (whether or not for profit) or use the Site for commercial purposes of any kind.
No Viruses. You agree not to post or distribute a computer virus or other harmful component.
No Lies. You agree not to impersonate any person or entity or misrepresent your identity.
No Mass Emails. You agree not to engage in antisocial, disruptive or destructive acts, including "flaming," "spamming," "flooding," "trolling" and "griefing" (as such terms are commonly understood and used on the Internet.)
No Tampering. You agree not to delete any legal notice, disclaimer or proprietary notice, such as copyright or trademark symbols, or modify any logo that you do not own or have express permission to modify.
No Illegal Activity.  You will not, intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulation or law.
We may remove and/or notify law enforcement officials of any material that is in violation of any part of these Rules of Conduct. We also may remove material that we determine is not appropriate for the Site and terminate your Account at any time.  We also reserve the right to cooperate with law enforcement officials regarding the identification of any User alleged to be using the Site in violation of any applicable law.
may, at any time without prior notice, temporarily limit or suspend in whole or in part a User’s access to the Site and take reasonable actions to mitigate damages to ThinkQuest New York City or other third parties if the User has engaged in conduct or activities prohibited by the Terms of Use or has violated any applicable law.  ThinkQuest New York City shall not have any liability to the User or to any third party in respect of any limitation or suspension of the User’s access to the Site.
PUBLIC COMMUNICATION AND OUR PRIVACY POLICY
The Site allows its Users to participate in educational projects and, if authorized, allows teachers and students to connect with other Users at different schools and in different countries. As part of participation in the Site, Users may, among other things, submit personal information (i) to register to form or become part of a team; (ii) to use a non-public area of the Site; (iii) to register online for awards and/or associated events; and/or (iv) to register to receive additional information from the Site.
You understand and acknowledge that anything you submit to the Site is routed through the Site's servers and the Internet.  You understand that all submissions to the Site are subject to the Local Competition Privacy Policy http://www.tqnyc.org/privacypolicy you acknowledge that the information, data, text, software, music, sound, photographs, graphics, video, messages or other materials provided to you, by you or otherwise accessible by or to you during your visit to the Site posted on the Site (collectively, the "Content") may be viewed by other Users.  Please keep in mind that whenever you post your personal information online, your personal information can be collected and used by people that you don't know.  We cannot guarantee the security of any of the personal information that you disclose online.  Except for the information we collect in accordance with the Local Competition Privacy Policy http://www.tqnyc.org/privacypolicy please do not submit any personal information via the Site. You make such disclosures at your own risk. You are responsible for your Content on the Site and we are not responsible for the Content posted or sent by Users. You use the Content on the Site at your own risk.
LICENSE GRANT
We do not claim ownership of any Content submitted or made available by you for inclusion on the Site.  By agreeing to the Terms of Use, you grant ThinkQuest New York City a world-wide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate and publicly display any such Content (in whole or in part) on the Site, solely for the purpose for which such Content was submitted or made available. This license is perpetual notwithstanding the removal of any Content submitted by you from the Site.
CONTENT TO BE USED FOR YOUR EDUCATIONAL USE ONLY
The Site is an online educational service provided to schools for noncommercial use. The Content, other than any Content submitted or made available by you, may be protected by copyright, trademarks, service marks, trade secret or other laws or proprietary rights agreements and you are only permitted to use them only as expressly authorized by ThinkQuest New York City. You agree to comply with any additional copyright notice or restriction contained in or accompanying such Content. Subject to the foregoing and all of the other provisions contained in the Terms of Use, you are permitted to download, publish, copy, distribute, perform, display, transmit and otherwise use any portion of the material on the Site for educational and noncommercial purposes only, including, by way of example, in the classroom for teaching or in relation to other not-for-profit activities.
Other than as expressly permitted in the Terms of Use, you agree that you will not and will not permit others to: (i) publish, copy, transmit, transfer or sell, reproduce, distribute, perform, display or in any way exploit any of such Content in whole or in part; (ii) sublicense such Content to any third party or use such Content for any commercial purpose; (iii) alter such Content in any way (including without limitation, by removing copyright, trademark and other proprietary notices included with the same); (iv) create any derivative work of such Content; or (v) otherwise use such Content in a manner that is inconsistent with the Terms of Use.
LINKING TO THE SITE
You may link to the Site solely for noncommercial or educational purposes provided you notify us by contacting. For the avoidance of doubt and subject to the following, you may not link to the Site for, or in relation to, any for-profit activities. Entities or individuals wishing to link to the Site for uses other than noncommercial or educational purposes must first request and receive written permission from ThinkQuest New York City.
The foregoing notwithstanding, ThinkQuest New York City reserves the right in its sole discretion to prohibit any entity or individual from linking to the Site.
To the extent permission is granted to website publishers, such publishers may not include a banner over the browser window of the linked page such that the URL of the Site or sub-page is not visible. In addition, the origin of the Site must be included in any description or listing of a Site (for instance, "a ThinkQuest Local Competition site" or other language as may be required by ThinkQuest New York City in its sole discretion).
LINKS TO OTHER WEBSITES
The Terms of Use apply only to the Site.  ThinkQuest New York City, its affiliates and subsidiaries operate many other websites for different purposes and in multiple jurisdictions where local laws may apply. The Site may include links to certain affiliated sites and to other educational resource and non-profit Sites, including access to content, products and services of such affiliated and non-affiliated sites (“Other Sites”). When you click on a link to these Other Sites, you leave the Site.  These Other Sites are not under the control of ThinkQuest New York City and you acknowledge that ThinkQuest New York City is not responsible for the accuracy, copyright compliance, legality, decency or any other aspect of the content of such sites (whether or not such sites are affiliated in any way with ThinkQuest New York City. The inclusion of any links within the Site to any other site does not imply endorsement of such other site by us or any association with its operators.  Prior to accessing Other Sites or nonThinkQuest New York City content via the Site, we urge you to familiarize yourself with the terms of use and privacy policy for each Other Site prior to using such Other Sites. ThinkQuest New York City takes no responsibility for the compliance or non-compliance by any Other Site with any privacy or other law.
THINKQUEST NEW YORK CITY'S USE OF SUBMISSIONS
ThinkQuest New York City does not accept or consider unsolicited submissions or other content. Please do not send your unsolicited ideas or any original materials to us or anyone at ThinkQuest New York City. If, despite this request, you still send us your ideas or such materials, please understand that we make no assurances that your ideas or materials will be treated as confidential or proprietary, and upon submission, any such ideas or materials become the sole and exclusive property of the ThinkQuest New York City.
COPYRIGHT INFRINGEMENT
In accordance with the Digital Millennium Copyright Act ("DMCA") http://lcweb.loc.gov/copyright/, ThinkQUest New York City has designated an agent to receive notifications of alleged copyright infringement associated with the Site. ThinkQuest New York City will, upon receiving proper notice as set forth below, use commercially reasonable efforts to remove or disable access to any such material as set forth in the DMCA. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify DMCA (or it successor copyright agent) at:
ThinkQuest New York City
Copyright Agent:
[Lindsay A. Bleier
GOODWIN | PROCTER LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
T: 212.459.7209
F: 212.355.3333
E: lbleier@goodwinprocter.com]
When notifying ThinkQuest New York City of alleged copyright infringement, please include all of the following information:
(i) A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
(ii) Identification of the copyrighted work claimed to have been infringed;
(iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to locate the material;
(iv) Information reasonably sufficient to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address;
(v) A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(vi) A statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If material is believed in good faith by [ThinkQuest New York City Internet Challenge Competition to infringe a copyright or otherwise violate any intellectual property right, [ThinkQuest New York City will remove or disable access to any such material. If you believe that a notice of copyright infringement has been wrongly filed against you and you would like to submit a counter-notification, you may file a Counter-Notification in Response to Claim of Copyright Infringement with ThinkQuest New York City’s Copyright Agent.
DISCLAIMER
THE USE OF THIS SITE IS AT THE USER’S SOLE RISK.  THE SITE AND ALL MATERIALS ON THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE SITE OR THE MATERIALS ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR MATERIALS OR FUNCTIONS ON THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless ThinkQuest New York City, its affiliates and their respective officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Site, your violation of the Terms of Use or any Content you post or any posting by any other person using your Account of any objectionable material.
MODIFICATIONS TO THE SITE
ThinkQuest New York City reserves the right to modify or discontinue the Site, or any part thereof, temporarily or permanently, with or without notice to Users. We are not obligated to support or update the Site. Users acknowledge and agree that ThinkQuest New York City will not be liable to Users or any third party in the event that ThinkQuest New York City modifies or discontinues the Site.
TERMINATION
The Terms of Use are effective until terminated by either you or us. You can terminate the Terms of Use at any time by discontinuing use of the Site. We may immediately terminate the Terms of Use as applied to you (including your access to the Site) without cause and without notice in our sole discretion. Upon termination by either you or ThinkQuest New York City, you must stop using the Site.
APPLICABLE LAWS
The Terms of Use will be governed by the substantive and procedural laws of New York State without regard to the conflict of laws provisions thereof. The U.N. Convention on Contracts for the International Sale of Goods will not apply to the Terms of Use.  Any controversy or claim arising between the parties in connection with the Terms of Use will be resolved by binding arbitration in accordance with the terms and conditions of this section; provided, that actions by either party seeking equitable or declaratory relief may be brought in any court of competent jurisdiction. Each party irrevocably and unconditionally (i) consents to the jurisdiction of any such proceeding and waives any objection that it may have to personal jurisdiction or the laying of venue of any such proceeding and (ii) waives its rights to have disputes tried and adjudicated by a judge and jury except as otherwise expressly provided herein.
The arbitration and selection of the arbitrator(s) will be conducted in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (”ICC”). If the parties are unable to agree upon a single arbitrator within sixty (60) days, three (3) arbitrators will be used, one selected by each party within ten (10) days after the conclusion of the sixty (60) day period and a third selected by the first two within ten (10) days thereafter. The arbitrator appointed to chair the arbitral tribunal will be fluent in English and not of the same nationality as either party. The place of the arbitration will be London, England. The arbitrator(s) will have the authority to award actual money damages, specific performance, and temporary injunctive relief, but the arbitrator(s) will not have the ability to award exemplary or punitive damages, and the parties expressly waive any claimed right to such damages. The parties exclude any right of appeal to any court on the merits of the dispute. Judgment on the award may be entered in any court having jurisdiction over the award or any of the parties or their assets. Any dispute relating to the validity or effect of this arbitration clause or to any arbitration arising thereunder will be governed by the arbitration law of the arbitral site.
The costs and expenses of the arbitration, but not the costs and expenses of the parties, will be shared equally by the parties; provided, that if the arbitrator(s) determine(s) that one party prevailed in the proceeding, then the other party will bear the entire cost and expense of the arbitration. In any arbitration, the successful or prevailing party will be entitled to recover its reasonable attorney’s fees and other costs incurred in connection with the proceeding, in addition to any other relief to which such party may be entitled. Except as otherwise required by law, the parties and the arbitrator(s) will maintain as confidential all information or documents obtained during the arbitration process, including the resolution of the dispute.
AMENDMENT
ThinkQuest New York City reserves the right to revise, modify, add or delete portions of the Terms of Use at any time. We will provide notice of any material change to the Terms of Use by posting a “New Terms of Use” (or similar formulation) link on the Site’s home page.  Coaches and/or schools are responsible for obtaining updated parental consent if material changes are made to the Terms of Use.  Any change, modification, addition or deletion will be effective thirty (30) calendar days following our posting of the notice on the Site.
MISCELLANEOUS
Neither you nor ThinkQuest New York City will be deemed to be a partner, employee, fiduciary, agent or representative of the other by your use of the Site. You may not sell, trade, lease, assign or otherwise transfer your rights hereunder to any third party.  The Terms of Use do not create rights enforceable by third parties. ThinkQuest New York City may assign its rights and duties under the Terms of Use without such assignment being considered a change to the Terms of Use and without notice to you. The Terms of Use are severable. In the event that any provision is determined to be unenforceable or invalid, such provision will still be enforced to the fullest extent permitted by applicable law and such determination will not affect the validity and enforceability of any other remaining provisions. If ThinkQuest New York City fails to enforce any provision of the Terms of Use, it will not constitute a waiver of such provision. The Terms of Use will inure to the benefit of ThinkQUest New York City ’s successors, assignees and licensees. The Terms of Use and the Local Competition Privacy Policy and any modification by ThinkQuest New York City to either or both of the foregoing, constitute the entire understanding between ThinkQuest New York City regarding your access to, license and use of the Site and they supersede any prior agreement, statement or representation with respect to the same. The headings of the sections of the Terms of Use were added for convenience and are not to be deemed a part of the Terms of Use.
LANGUAGE
The parties confirm that the Terms of Use and all related documentation will be drafted in English.
Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y rattaché, soient redigés en langue anglaise.
QUESTIONS ABOUT THE TERMS OF USE
ThinkQuest New York City welcomes your comments or questions.
Please contact us by sending us an email to info@NYC.ThinkQuest.Org or by sending a letter to:
ThinkQuest New York City
245 Fifth Avenue, Suite 1801
New York, NY 10016
LAST UPDATED: October 29, 2008