2.2.3 All Participants are responsible for reviewing the methodology/criteria referred to above.
2.3 How to Enter
(a) Participants must accept these terms and conditions through such mechanism as set out in the invitation email or such other communication as determined by Google.
(b)Agencies must nominate their respective Representatives for the Representative Honors in section 2.1.2 above, by submitting a nomination form (to be provided by Google) on or before such date as will be notified in writing to all Agencies for each relevant period.
3.1 Recipients of Honors in each category will receive a trophy during a recognition ceremony to be held in each Participating Territory (the “Prizes”).
3.2 Participants will not use Prizes to bribe or improperly influence another party.
4. Notification of Winners and Winners’ Obligations
4.1 If Agency qualifies for a Prize, Google will notify it by sending an email to the address submitted by the Agency.
4.2 Google reserves the right in its reasonable discretion to substitute equivalent Prizes of equal or greater value. No cash equivalent of Prizes can be claimed.
4.3 Participants may be required to submit a declaration of eligibility and/or publicity release in order to receive a Prize. Submissions made by Participants (if any) will not be returned. Google is not responsible for lost, late, misdirected, mutilated, incomplete and illegible entry materials, or for electronic transmission errors, theft or destruction or unauthorized access to or alterations of entry, technical malfunctions of any kind. Entries are void if they are in whole or in part incomprehensible, incomplete, damaged, irregular, altered, counterfeit, produced in error, forged, mechanically reproduced or obtained through fraud or theft.
4.4 By accepting the Honors, Agency grants to Google and its affiliates a worldwide, irrevocable, sub-licensable, and non-exclusive licence to use Agency’s business name and the name of Agency’s customer featured in the winning entry, for advertising and promotional purposes (including, without limitation, the promotion of the Program) for the full period of protection of any applicable intellectual property laws.
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4.6 Google and its affiliates will not be liable for unsuccessful efforts to notify a winner. If a winning Participant declines the Prize, does not respond to the Prize notification in reasonable time or fails to claim the Prize in the manner specified in reasonable time, is unavailable for Prize fulfillment, fails to abide by these Terms, or is ineligible, Google may decline to award the Prize and may select an alternative recipient of the Honors from all remaining participants.
4.7 The Prize may be subject to restrictions and/or licences and may require additional hardware, software, service, or maintenance to use. If a Participant wins a Prize, the Participant shall bear all responsibility for use of the Prize in compliance with any conditions imposed by the manufacturer or service provider, and any additional costs associated with its use, service, or maintenance.
4.8 Recipients of Prizes are solely responsible for ensuring that they comply with any applicable tax laws and filing requirements.
4.9 Prizes are non-transferrable. Participants may not sell on or give away Prizes to their customers or other persons.
5.2 Participant’s information may also be transferred to countries outside the country of Participant's residence, including the United States. Such other countries may not have privacy laws and regulations similar to those of the country of Participant's residence.
5.3 If a Participant does not provide the mandatory data required on the Program website, Google reserves the right to disqualify the entry.
5.4 Participants have the right to request access, review, rectification or deletion of any personal data held by Google in connection with the Program by writing to Google at the following address: Privacy Matters, c/o Google Inc., 1600 Amphitheatre Parkway, Mountain View, California 94043.
6.Right To Cancel, Modify Or Disqualify
6.1 If for any reason the Program is not capable of running as planned for reasons outside Google’s reasonable control, including tampering, unauthorized intervention, fraud, technical failures, printing errors, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Program, Google reserves the right at its sole discretion to cancel, terminate, modify or suspend the Program, in whole or in part,at any stage.
6.2 Google reserves the right in its reasonable discretion to: (a) disqualify any Participant who tampers with the submission process or any other part of the Program or whose conduct is contrary to the spirit of the rules or the intention of the Program and to declare as void any or all of their claims or entries based on such conduct; (b) declare as void any claims or entries resulting from any errors materially affecting the result of the promotion or the number of claimants or the value of claims; and (c) add to or waive any of these Terms on reasonable notice.
6.3 The Program is void where prohibited by law.
7. Limitation of Liability
To the maximum extent permitted by law, you agree to indemnify and keep indemnified Google at all times from and against all liability, claims, demands, losses, damages, costs and expenses resulting from any act, default or omissions by you and or a breach of any warranty by you detailed herein to the maximum extent permitted by law. You indemnify and agree to keep indemnified Google at all times from and against any liability, actions, claims, demands, losses, damages costs and expenses for or in respect of which Google will or may become liable by reason of or related or incidental to any act, default or omission by you under these rules including without limitation resulting from or in relation to any breach, non-observance, act or omission whether negligent or otherwise, pursuant to those rules by you. To the maximum extent permitted by law, you agree to hold Google, its respective Directors, Officers, Employees and assigns harmless for any injury or damage caused or claimed to be caused by participation in the Competition and/or use or acceptance of any prize won.
8.Governing Law and Jurisdiction
These Terms shall be governed by, subject to, and construed in accordance with California law, excluding California’s choice of law. Nothing in these Terms will limit a party’s ability to seek equitable relief. The parties will try in good faith to settle any dispute relating to these Terms (“Dispute”) within 30 days after such Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the International Centre for Dispute Resolution of the American Arbitration Association and conducted in accordance with its Expedited Commercial Rules in force as of the date of these Terms. There will be one arbitrator selected by mutual agreement of the parties. The arbitration will be conducted in English in Santa Clara County, California, USA. Any decision rendered by the arbitrator will be final and binding on the parties, and judgment thereon may be entered by any court of competent jurisdiction. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in these Terms. All information disclosed in connection with the arbitration, including the existence of the arbitration, will be considered confidential information and shall not be disclosed to third parties except as required by law. The parties may, however, disclose such information to an appropriate court under confidentiality restrictions, as necessary to seek enforcement of any arbitration award or judgment or to seek any relief permitted under these Terms. Nothing in these Terms will limit a party’s ability to seek equitable relief necessary to protect its rights pending resolution of the arbitration.