JOHN S. AND JAMES L. KNIGHT FOUNDATION
CITIES CHALLENGE TERMS OF USE AND PRIVACY POLICY

This John S. and James L. Knight Foundation Cities Challenge Terms and Conditions (“Agreement”) is between the John S. and James L. Knight Foundation (“Knight Foundation”) and the person or entity that has clicked on the “AGREE” box below (“you,” “your” or “yours”). This Agreement describes the terms under which you may submit to this www.knightcities.org website (the “Website”) your written proposal (the “Proposal”) to receive from Knight Foundation a monetary award (“Award”) to pursue the objectives set forth in your proposal. By clicking on the “AGREE” box you are agreeing to comply with and be bound by all the terms of this Agreement.

YOU REPRESENT THAT YOU ARE A NATURAL PERSON OVER EIGHTEEN (18) YEARS OF AGE, THAT YOU ARE LIVING IN THE UNITED STATES AND THAT YOU MAY LEGALLY ENTER INTO THIS AGREEMENT. KNIGHT FOUNDATION MAY CHANGE THIS AGREEMENT FROM TIME TO TIME, AND POST THOSE CHANGES HERE. KNIGHT FOUNDATION SHALL POST SUCH CHANGES AT LEAST THIRTY (30) DAYS BEFORE SUCH CHANGES BECOME EFFECTIVE, UNLESS SUCH CHANGES ARE IN RESPONSE TO A CHANGE IN LAW, JUDICIAL ORDER, OR AN URGENT CHANGE IN KNIGHT FOUNDATION’S BUSINESS, IN WHICH CASE A SHORTER PERIOD MAY APPLY. YOU AGREE TO REVIEW THIS AGREEMENT INCLUDING THE KNIGHT FOUNDATION CITIES CHALLENGE PRIVACY POLICY FREQUENTLY TO NOTIFY YOURSELF OF SUCH CHANGES. YOU UNDERSTAND AND AGREE, HOWEVER, THAT YOU SHALL BE BOUND BY ALL SUCH CHANGES, IF ANY, REGARDLESS OF WHETHER YOU ACTUALLY RECEIVE SUCH NOTIFICATION.

I. Website Features
The Website contains many features, including the capacity to allow submission of Proposals by you for funding by Knight Foundation. In order to submit Proposals, you must first register with the Website and create a personal account (“Account”) by fully and accurately completing the sign up page, and providing to Knight Foundation such fully accurate personal information as the Knight Foundation may reasonably require, including without limitation your name, your email address and other information (collectively, “Personal Information”). You agree to keep all Personal Information updated and correct. Your Account is personal to you, and you may not share it or allow it to be used by anyone other than you. You are solely responsible to ensure that your Account is used only by you and in a manner consistent with this Agreement. You agree to keep your user name and password confidential, and not allow any third party to use such user name or password. You hereby agree to indemnify and defend Knight Foundation from and against any losses or liabilities arising from any disclosure or misuse of your user name or password.

II. Proposals
You may use the Website to submit Proposals. By submitting a Proposal:
A. You hereby represent to Knight Foundation that the Proposal is an original work of yours, your employees or agents.
B. You hereby represent to Knight Foundation that the Proposal does not infringe on the rights of anyone else.
C. You hereby agree to indemnify, defend and hold harmless Knight Foundation, its officers, directors, agents and affiliates from and against any losses or liabilities arising from or in connection with any claim that your Proposal infringes upon of the rights of others.
D. You hereby acknowledge Knight Foundation is under no obligation to fund any Proposal, issue any Award, or otherwise have any future relationship with you. If Knight Foundation does agree to provide an Award to you, it shall do so solely according to the terms of its “Award Agreement,” as such Award Agreement may be modified from time to time by Knight Foundation.

III. License
Each time you submit a Proposal to Knight Foundation, you hereby grant Knight Foundation a worldwide, non-exclusive, royalty-free, paid-up, sublicensable, perpetual, irrevocable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform such Proposals in connection with the Website and Knight Foundation’s (and its successors’ and affiliates’) businesses, including without limitation for promoting and redistributing part or all of the Website in any media formats and through any media channels. You understand and agree that Knight Foundation may retain indefinitely copies of all Proposals.

IV. Restrictions
In connection with Proposals, you agree that you will not submit material that is illegal, inaccurate, hateful, racist, offensive, vulgar, obscene, disgusting, indecent or objectionable. Further, in connection with Proposals, you also agree that you will not submit material that is copyrighted by, protected by trade secrets of or otherwise subject to the proprietary rights (including without limitation privacy and publicity rights) of, any third party, unless you have permission from that third party to do so and to grant Knight Foundation all of the license rights granted herein. You agree that Knight Foundation shall be the sole arbiter of whether any Proposals are in breach of any and all of the foregoing obligations.

V. Term
The term of this Agreement will continue until terminated by you or Knight Foundation upon notice to the other. Knight Foundation may suspend access to your Account at any time with or without notice and with or without cause.

VI. Privacy Policy
The Knight Foundation CITIES CHALLENGE PRIVACY POLICY is hereby incorporated into this Agreement by reference. Knight Foundation may keep non-financial contact information. such as your e-mail address and postal address, in a database used by Knight Foundation employees, contractors and nonprofit partners. Knight Foundation may collect e-mail and postal addresses from a variety of sources including partner organizations and public records lists. Knight Foundation may also share your information with Knight Foundation grant partners where those grant partners sponsor or are associated with a program or project in which we believe you will be interested. We may also communicate directly with you and send you email publications or newsletters, but we will honor your request to stop sending you such publications or email newsletters, and this will not affect your grant-related communications. You may make such a request by email sent to: publications@knightfdn.org or web@knightfdn.org. You may also contact Knight Foundation with any questions at: Wachovia Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, FL 33131-2349, Main: (305) 908-2600, or Fax: (305) 908-2698.

VII. Limitation of Liability
IN NO EVENT SHALL KNIGHT FOUNDATION BE LIABLE TO YOU OR ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER AND WHEREVER ARISING. IN NO EVENT SHALL THE TOTAL LIABILITY OF KNIGHT FOUNDATION UNDER THIS AGREEMENT OR REGARDING YOUR PROPOSAL EXCEED ONE THOUSAND DOLLARS ($1000). Some jurisdictions do not allow certain limitations of damages so the foregoing may not apply to you.

VIII. Jurisdiction and Venue
This Agreement shall be subject to the laws of the State of Florida as apply to contracts entered into and performed in Florida between Florida residents and without regard to conflicts of laws principles. The State and Federal courts located in Miami-Dade County, Florida, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.

IX. Disclaimer
KNIGHT FOUNDATION PROVIDES ALL GOODS AND SERVICES, INCLUDING WITHOUT LIMITATION THE CONSIDERATION OF PROPOSALS, ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY. KNIGHT FOUNDATION HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, ARISING FROM COURSE OF DEAL, USAGE OR TRADE, AND INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR TITLE.

X. General
Neither this Agreement, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by you without the prior, written permission of Knight Foundation. Any purported assignment without such permission shall be void. This Agreement may be assigned by Knight Foundation in whole or in part without notice. Any waiver of any rights of Knight Foundation under this Agreement must be in writing, signed by Knight Foundation, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes any and all prior or contemporaneous or additional communications, negotiations or agreements with respect thereto. YOU AND KNIGHT FOUNDATION AGREE THAT ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Copyright © 2014
The John S. and James L. Knight Foundation
All Rights Reserved.

If you have any questions or comments about Knight Foundation or this Agreement, you may contact Knight Foundation at:

John S. and James L. Knight Foundation
200 S. Biscayne Blvd.
Suite 3300
Miami, FL 33131-2349
Fax: (305) 908-2698
Phone: (305) 908-2600
THE JOHN S. AND JAMES L. KNIGHT FOUNDATION, KNIGHT FOUNDATION, and the Knight Foundation logo are trademarks of the John S. and James L. Knight Foundation, and may not be used without prior written permission.
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