By participating in Kasasa’s “These Are My People” promotion, the financial institution (“You”) agrees to be bound by these terms and conditions and the Local Official Rules (collectively “Terms”). The Promotion is subject to these Terms and to all applicable laws and regulations.
1. The Promotion. Kasasa has organized the “These Are My People” local contest (“Local Promotion”) and national contest (“National Promotion”) (collectively “Promotion”) whereby entrants submit a photo and statement in order to be considered for a local and/or national prize.
1.1. Local Promotion. You agree to participate and promote the Promotion in your community subject to these Terms. The Promotion begins November 7th, 2022 at 12:00 A.M. CST and ends at midnight on December 7, 2022 CST (“Closing Date”). All times in this Promotion refer to Central Standard Time (“CST”). All submissions must be received by Kasasa by the Closing Date or the entry will be automatically disqualified. You agree to submit all submissions You receive manually to Kasasa by the Closing Date. The Local Promotion contest winners will be selected by Kasasa as stated in the Local Official Rules.
1.1.1. Promotion Materials. As consideration for your participation, You will have access to certain materials such as a landing page (www.winwithkasasa.com/YourInstitutionName), print and digital assets for the Promotion.
1.1.2. Local Prize. Pursuant to the Terms, You agree to distribute the prize(s) selected by You (the "Prize(s)") in the online participation form to the Local Promotion contest winner(s) who are selected by Kasasa that submitted an entry in your community.
1.2. National Promotion. Kasasa will promote the National Promotion per the National Official Rules located at www.kasasacontest.com.
2. Use of Marks. You grant Kasasa the non-exclusive, non-transferable right and license to utilize your logos, trade names, service marks, trademarks, trade dress, copyrights, and other identifying marks provided by You in ("Marks") in any promotional materials and advertising in any media (print, broadcast, digital, mobile, or otherwise) ("Materials") in connection with the Promotion. You acknowledge and agree that You will not use the name of the Promotion or any trademark, service mark, logo, name, likeness, or any derivative thereof, or any other intellectual property belonging to Kasasa except in connection with the Promotion or without the express written consent of Kasasa or the party to whom the property or right belongs.
3. Approval & Monitoring. You will have the right to review the use and placement of the Marks and the landing page, prior to Kasasa's use, which approval will not be unreasonably withheld or delayed. You will have twelve hours from receipt of notice to conduct such review, and if You do not respond within such time, the proposed use of the Marks and the landing page will be deemed approved. You agree that once a specific use of the Marks has been approved by You, such use may be incorporated into other Materials without seeking another approval. Kasasa cannot guarantee that it can accommodate any changes requested to the landing page. You also agree to monitor and remove material that is violent, pornographic, obscene, illegal, inappropriate, or racially or morally offensive from any Promotion submissions, sites or materials.
4. Delivery Procedure. You are responsible for timely paying the Prize(s) to the Local Promotion's prize winner(s) ("Winner(s)") and for any tax documents, costs, fees and expenses relating to the Prize(s). You shall deliver, at your sole cost, expense, and risk of loss, each Prize to each Winner. Kasasa shall send the Winner names and contact information to You when the Winner is selected. Within 2 days after receiving a Winner's contact information, You shall contact the Winner and arrange the delivery of the Prize to the Winner. Within 7 days after receiving a Winner's contact information, You shall deliver the Prize to the Winner. You will make 2 attempts to notify potential Winner(s) at the phone number and/or email address submitted at the time of entry. Once Prize(s) have been delivered to the Winners, you notify Kasasa that the Prize has been delivered. You will assist with procuring Contest Documents (as defined in the Local Official Rules) from Winner(s).
5. Taxes. You shall prepare all relevant tax materials, if any, including the Internal Revenue Service Form 1099. You shall provide copies, upon Kasasa's request, of all available information that Kasasa may reasonably request or require to fulfill its obligations under any national, state or local tax statute, regulation, or rule.
6. Local Promotion and Winner Complaints. In the event that anyone lodges a complaint or inquiry with You arising or relating to the Promotion, You will address the problem and respond to the individual in as prompt and courteous a manner. You will inform Kasasa of any such complaint within two days of receipt of such complaint. If You is unable to satisfy the complaining party, or if such party persists in their complaint, or makes an inquiry to which You is unable to respond, You shall promptly notify Kasasa of the situation. Nothing in this provision derogates from Your obligation to indemnify Kasasa per these Terms. You are not responsible for dealing with customer complaints or inquiries concerning the conduct of the overall Promotion, except to the extent the complaints or inquiries are related to your obligations hereunder. You shall notify Kasasa of any complaint or inquiry relating to the conduct of the overall Promotion or relating to Kasasa within 2 days of receipt of such complaint.
7. Compliance with Law. You are responsible and liable for ensuring that You, your participation in the Promotion, any and all marketing or disclaimers used by You, and the Prizes are compliant with all applicable laws, regulations, ordinances, industry standards, and guidelines. Until all of your obligations have been satisfied, You have and shall maintain in effect all permissions, authorizations and consents that it needs to carry out its obligations under this Terms. Kasasa agrees to conduct the Promotion in compliance with all applicable laws, regulations, and ordinances applicable to Kasasa.
8. Confidentiality. You and your affiliates, subsidiaries, successors, and assigns and their respective employees, agents, attorneys, and representatives shall maintain as confidential, and shall not use for their own purposes, or disclose or cause to be disclosed to any person or entity other than Kasasa all non-public, confidential, or proprietary information of Kasasa, including any proprietary information regarding the Promotion or any other marketing or general business information, data (including the names, addresses, and other personally-identifiable information of the Winners), documents, research, or procedures to which You may gain access in the course of its performance under this Terms. You shall not use Winner names and other personally identifiable information other than to fulfill its obligations under this Terms. Upon Kasasa's request, You shall promptly return all documents and other materials received from Kasasa. Kasasa shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to You at the time of disclosure; or (c) rightfully obtained by You on a non-confidential basis from a third party. Notwithstanding anything to the contrary, and subject to the Local Official Rules, You may post the Local Promotion winner(s) on your social media account(s).
9. Representations and Warranties; Covenants; and Product Warranties. You and Kasasa each represent and warrant that they possess the full right, and corporate power and authority to enter into and fully perform its obligations as set forth herein.
You further represent and warrant that: (i) the Prizes will be free and clear of all liens, security interests, or other encumbrances; (ii) the Prizes conform to applicable specifications; and (iii) the Marks, Kasasa's intended usage of the Marks will not violate, infringe, or misappropriate any third party's copyright, patent, trademark or other intellectual property or proprietary rights.
You shall perform its obligations in a timely manner, understanding that time is of the essence in fulfilling such obligations.
10. Indemnification. You shall, at its expense, defend, indemnify, and hold harmless Kasasa and its subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, and employees and Winners (collectively, "Kasasa Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including reasonable attorney and professional fees and costs, incurred by Kasasa Indemnitees relating to any claim by a third party or Kasasa arising out of or alleged to arise out of or occurring in connection with: (i) the use, redemption, or delivery of the Prizes (including, without limitation, any action or proceeding concerning personal injury or property damage); (ii) the use of the Marks in connection with the Promotion as provided herein; or (iii) Your negligence, misconduct, or breach or alleged breach of this Terms. You shall not enter into any settlement without Kasasa's or Kasasa Indemnitee's prior written consent.
11. Limitation of Liability. You acknowledge and agrees that: (a) money damages at law are a fully adequate remedy to compensate You for any breach or threatened breach of this Terms by Kasasa; and (b) an action at law for money damages is your sole and exclusive remedy hereunder. You shall not have the right to seek equitable or injunctive relief to terminate this commitment, or in any way enjoin, restrain, or interfere with the development, conduct, or advertising of the Promotion, or to obtain any other equitable relief. IN NO EVENT SHALL KASASA BE LIABLE TO YOU HEREUNDER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL KASASA'S AGGREGATE LIABILITY RELATED TO THIS TERMS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF THE VALUE OF THE PRIZE OR $2,000.
12. Survival. Subject to the limitations and other provisions of this Terms: (a) the representations and warranties of the parties contained herein shall survive the expiration or earlier termination of this Terms; and (b) any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Terms.
13. Assignment. You shall not assign, transfer, delegate, or subcontract any of your rights or obligations under this Terms without the prior written consent of Kasasa. Any purported assignment or delegation in violation of this Section is null and void.
14. Entire Terms/Governing Law. This document, including attachments and exhibits hereto and any documents incorporated by reference herein, constitutes the entire Terms and understanding between the parties regarding the subject matter hereof, and supersedes all prior discussions and all oral and written Terms between them relating thereto. No waiver, modification, or amendment to this Terms shall be valid unless in writing, signed by the parties hereto. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege. These Terms shall be governed by and construed in accordance with the substantive laws, but not the laws of conflicts, of the State of Texas. Any legal suit, action, or proceeding relating to this Terms shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.