LAPF Competition Terms and Conditions

LAPF Competition Terms and Conditions

The LAPPG’s L.A. Post Fest Competition OFFICIAL RULES
ALL FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS APPLY (“APPLICABLE LAWS”).
VOID WHERE PROHIBITED OR RESTRICTED BY LAW.
This contest is subject to these official rules and all federal, state and local laws and regulations. The terms and conditions that govern the party’s relationship (“Terms and Conditions”) are set forth below:
1. Promotion Details
1.1 The Los Angeles Post Production Group’s, L.A. Post Fest, (the “Competition”) is sponsored by Allied Media, Inc., a California corporation doing business as Los Angeles Post Production Group, located at 1158 26th Street #272, Santa Monica, California 90403, United States, its representatives, designees, licensees, and assigns (hereinafter collectively referred to as “LAPPG”), and any and all of its decisions on all matters relating to this Competition will be final and binding. The Competition consists of a skill-based competition in which eligible entrants (hereinafter referred to as “entrants”, “you” or “your”), who are at least the age of majority in the state and/or country in which the entrant resides, create a derivative version of a template film based on an LAPPG-owned script (the “Film”), using only certain additional film assets. In other words, LAPPG will provide all entrants will access to the same Film and film assets, and the entrants’ task will be to create a unique derivative version of the Film, as further described in Section 2 below.
1.2 YOU MUST READ THE ENTIRE TERMS AND CONDITIONS TO FULLY UNDERSTAND WHAT YOU ARE AGREEING TO WITH REGARDS TO THIS COMPETITION. YOU REPRESENT AND WARRANT TO US THAT YOU POSSESS THE LEGAL RIGHT AND ABILITY TO ENTER INTO THIS AGREEMENT. By entering the Competition, you affirm your agreement to abide by the Terms and Conditions, notices, disclaimers, and other provisions, found herein and associated with the Competition, which may be updated from time to time (collectively referred to hereinafter as the “Rules”). You accept that this is a legally binding electronic contract between you and LAPPG, (“we”, “us”, or “our”), regarding your participation in the Competition.
1.3 ONLY ELIGIBLE CONTESTANTS MAY PARTICIPATE IN THE COMPETITION AND/OR WIN THE PRIZE PACKAGE, AS DEFINED BELOW. LAPPG EXPRESSLY RESERVES FOR ITSELF THE RIGHT TO DETERMINE THE ISSUE OF ELIGIBILITY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, AFTER AN ENTRANT WAS EARLIER DEEMED ELIGIBLE).
2. Participation
2.1 To enter the Competition, you will access the Film and certain film assets (“Approved Film Assets”), which LAPPG will make available to you after your acceptance of these terms and conditions and payment of entry fees.
2.2 You will then create a derivative version of the Film using only the Approved Film Assets (your “Derivative Film”). Once you have created your Derivative Film, then you will submit it to LAPPG by uploading the file according to the instructions you will receive with your entrant credentials to download the Approved Film Assets.
In order for any submission to be deemed complete, you must provide responses to any questions, as well as any requested contact information. There shall be one (1) Derivative Film submitted per entry, and each submission shall be accompanied by a full submission fee.
2.3 The Competition will run from 10:00:00 AM PST on November 15, 2015 (the “Starting Date”) and continue through 11:59:00 PM PST on February 7, 2016 (the “Closing Date”) (collectively the “Competition Period”). Your Derivative Film must be uploaded by the Closing Date. For clarity purposes, no entries will be counted before or after the Competition Period. At the end of the Competition Period, LAPPG will judge the submissions and select one (1) winner per category, as described more fully in Section 6 below. The potential winning of the prize, as more fully described in Section 6.2 below, is subject to verification, as set forth below. Entry is not complete until you have properly followed all the online prompts and instructions to upload your Derivative Film so that your Derivative Film submission is received and you have affirmatively accepted the Rules.
2.4 This Competition is open to residents throughout the world (void where prohibited). This Competition is open to all ages; however, You must be at least 13 years old as of the Starting Date to enter this Competition. If you are under age 18 (or the age of majority under applicable law), we require your parent or guardian’s written consent before we can accept your entry for this competition (parents, please contact us by email).
2.5 LAPPG reserves the right to cancel and/or extend the Competition or to the extent as may be necessary amend these Terms and Conditions without notice in the event of any and all circumstances outside its control, including without limitation, a major catastrophe, war, civil or military disturbance, strike, earthquake or any actual, anticipated or alleged breach of any applicable law or regulation or any other similar event. This applies in particular if the Competition cannot be executed properly due to technical or legal reasons. No liability shall attach to LAPPG as a result thereof.
2.6 Officers, directors, and employees of LAPPG, and any of its subsidiaries and/or agencies associated with this Competition, as well as the immediate families of those persons and/or persons living in the same households as such persons (whether or not related thereto) are ineligible to enter. Any such entries will be invalid.
2.7 You may submit more than one Derivative Film in this Competition, however, any duplicate entries will be deleted and you will be disqualified from this Competition. Derivative Films that are incomplete, garbled, corrupted, or unintelligible for any reason, including, but not limited to, computer or network malfunction or congestion (including, without limitation, at LAPPG’ and/or any other entity’s servers), are void and will not be accepted. Derivative Films that are not reasonably pertinent to the Competition, as determined by LAPPG in its sole discretion, or are otherwise in violation of these Rules will be disqualified. Thus, only Derivative Films that are created using the Approved Film Assets will be considered valid Derivative Films. Any submission of any invalid Derivative Film will be immediately removed and excluded from the Competition.
2.8 All standard telephone, Internet, network and data charges will apply (there is no additional charge to enter this Competition) and you must have the bill payer’s permission prior to entering the Competition. You will be solely responsible for all costs of making and submitting your Derivative Film.
2.9 Pursuant to Section 3 below, any Derivative Film will be the property of LAPPG or shall be deemed assigned and/or licensed to LAPPG on an exclusive, royalty-free (except where prohibited by applicable law), irrevocable basis (see Section 3 “Grant of Rights” below). LAPPG is under no obligation to make any use of any Derivative Film submitted. Notwithstanding the foregoing, LAPPG may use, edit, and adapt the Derivative Film you supply in any manner or medium.
3. Ownership; Grant of Rights
3.1 You acknowledge and agree that LAPPG is the sole and exclusive owner of the intellectual property in and to the Film and certain Approved Film Assets, throughout the
universe, and in perpetuity. Furthermore, you acknowledge and agree that LAPPG controls, and has the right to use, the intellectual property in certain other Approved Film Assets. You may use the Film and the Approved Film Assets solely for the creation of your Derivative Film in order to enter this Competition. You shall have a revocable, non-exclusive, limited license within the Competition Period to use the Film and the Approved Film Assets solely for the purpose of entry of this Competition. Any use of the Film or the Approved Film Assets beyond the scope of this license shall constitute an immediate breach of these Rules and be considered an intentional infringement on LAPPG’s, or a third party’s, rights. Without limiting the generality of the foregoing, LAPPG does not grant you the right to share, post, comment, message, text or otherwise reproduce, perform, or disseminate the Film or the Approved Film Assets (or any derivative versions thereof) in connection with any physical or digital outlet (i.e., social media platform) during the Competition Period. Commencing two (2) months after the announcement of the Competition winner, you shall have a limited, revocable right to use your Derivative Film strictly for private promotional purposes only.
3.2 Subject to applicable laws, your Derivative Film shall be deemed a “work made-for-hire” specially ordered by LAPPG pursuant to the United States Copyright Act of 1976, as amended, with LAPPG being deemed the sole author and owner thereof. In the event your Derivative Film is determined not to be a “work made-for-hire”, you hereby irrevocably grant and assign to LAPPG any and all rights (including but not limited to proprietary and intellectual property rights, together with the right to amend your Derivative Film, and transfer LAPPG’ rights to the Derivative Film) therein throughout the universe in perpetuity.
3.3 Subject to applicable laws, LAPPG shall be the sole owner of the entire copyright and all other rights in and to your Derivative Film and the results and proceeds of your services in connection therewith. You hereby grant to LAPPG the right and all consents necessary to enable LAPPG to exploit your Derivative Film throughout the universe without any payment or royalty to you (or any third party) of any nature (except where prohibited by applicable law) and, to the fullest extent permissible by applicable law, you waive any so called moral rights or similar rights you may have or acquire in connection herewith. To the extent that you acquire any copyright in or to the Derivative Film you hereby assign the same, including without limitation any and all respective exploitation rights, to LAPPG by way of present assignment of present and/or future copyright for the full duration thereof (including all extensions and renewals).
3.4 You hereby grant to LAPPG (and its licensees, affiliates and assigns), an irrevocable, perpetual, worldwide, exclusive, royalty-free, fully paid up, license (and the right to sub-license such rights) to adapt, use, copy, transmit, display, broadcast, exploit, manipulate, make available or otherwise distribute, publicly perform, digitally perform and/or otherwise use any Derivative Film in any medium and in any manner now or hereafter known without any payment to you (or any third party) of any nature, except where prohibited by applicable law.
3.5 To the fullest extent permissible by applicable law, you hereby waive, and shall procure that any other person involved or performing in the Derivative Film waives, any so-called moral rights or similar rights in connection with the Derivative Film and consents to the use of your performance(s) as provided by these Rules.
3.7 You will, at the request of LAPPG, execute any additional documentation reasonably required by LAPPG to further assure the grant of rights hereunder.
3.8 LAPPG may at its sole discretion opt not to use, without notice or reason, any Derivative Film that LAPPG believes is inappropriate or in breach of these Rules.
3.9 With respect to any Winning Derivative Film, as defined below, any Winner hereby assigns and grants LAPPG the right to sell and otherwise commercially exploit such Derivative Film, without any additional consideration or payment to you (or any third party) of any nature (except where prohibited by applicable law), in any medium and in any manner now or
hereafter known. For the avoidance of doubt these Rules may not be revoked or otherwise terminated by you.
4. Representations and Warranties
4.1 You represent and warrant to LAPPG that:
4.1.1 the Derivative Film supplied by you does not, and shall not, violate the rights of any third party, including, but not limited to, copyrights, performer’s rights, moral rights, trademark rights and/or any other intellectual property rights; and
4.1.2 the Derivative Film supplied by you is not false, deceptive, misleading, scandalous, indecent, criminally obscene, pornographic, unlawful, blasphemous, defamatory, libelous, fraudulent, tortuous, threatening, harassing, hateful, degrading, intimidating, or racially or ethnically offensive, or contains nudity, pornographic images, explicit sexual themes or graphic violence; and
4.1.3 the Derivative Film supplied by you does not and shall not create any liability for LAPPG, its successors and assigns and/or any of their respective licensees; and
4.1.4 the Derivative Film supplied by you does not contain a virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is harmful or invasive or may, or is intended to damage or hijack the operation of, or to monitor the use of, LAPPG or any hardware, software, or equipment; and
4.1.5 the Derivative Film supplied by you does not contain any advertising, promotional material, or other form of solicitation or any non-public information about a company; and
4.1.6 all new elements contributed by you that are embodied in the Derivative Film, including, without limitation, visual effects, composites, animations, and the compilation of elements, were originally created by you; and
4.1.7 you have no right title or interest in the Film or the Approved Film Assets within your Derivative Film thereof.
5. Indemnification
5.1 You agree to indemnify, defend and hold harmless LAPPG, its successors, licensees and assigns and the licensors of each, and your respective, affiliates, vendors, distributors from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees, resulting from:
.    5.1.1  any breach of these Rules;
.    5.1.2  any use of a Derivative Film supplied by you or by any other person or third party under
these terms of use, including, but not limited to, any third party claim of infringement of a copyright or other intellectual property right or invasion of privacy.
5.2 To the fullest extent permissible by applicable law, you irrevocably waive the right to assert any claim against LAPPG or any LAPPG company or licensee in relation to the use of your Derivative Film, including, but not limited to any claim arising from, copyright, performer’s rights, moral rights and trademarks. For avoidance of doubt, subject to applicable laws, you agree to waive any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including actual, consequential and punitive damages), arising out of or in any way connected with the use of your Derivative Film.
6. The Winners
6.1 After the Competition Period, one (1) Derivative Film in each category, which shall be determined in LAPPG’s sole discretion (each a “Winning Derivative Film”) will be selected from all valid entries, by LAPPG (collectively, the “Judges”), in their sole discretion. Derivative Films will be judged based upon the following criteria: 1) Performance Quality (34%); 2) Creativity (33%); and 3) Originality (33%) (“Judging Criteria”). The Winning Derivative Films will be those that receive the highest overall score, subject to verification of eligibility and compliance with these Rules. The Judges’ decision is final. The person responsible for any such Winning Derivative Film shall be deemed a Winner. The Winner(s) Derivative Film(s), subject to LAPPG’ sole discretion, may be featured on the website and/or web channels (for example Facebook page) of LAPPG, and LAPPG may make further use of the Derivative Film, as set out in the clauses herein. The Winner(s) will be announced by LAPPG on or around March 1, 2016 by publication on the LAPPG website. The Winner(s) will further be contacted by email or telephone directly by LAPPG to be notified that they have been chosen. LAPPG will not notify unsuccessful entries. If you are one of the Winners, LAPPG will request that you contact LAPPG to provide proof of identity and age. Any Winner(s) will also be required to return a completed, signed, and unmodified official affidavit of eligibility, whereby any Winner(s) shall provide his/ her contact information as well as warranties and representations regarding identity, and availability to accept the Prize Package, as well as a release of liability, and (except where prohibited) a publicity release (collectively, the “Documents”) within two (2) or less business days after such notification. Faxed or Scanned copies of the Documents will have the same force and effect as the original documents. Noncompliance within this time period will result in disqualification. If any Winner(s) cannot be reached, or is found to be ineligible, or cannot or does not comply with these Rules, or if his/her Documents are returned as undeliverable, such Winner(s) will be disqualified. If you do not promptly (within two (2) business days of any request made by LAPPG) provide us with any of the information we have requested under this paragraph, you may be disqualified from the Competition at the sole discretion of LAPPG. The Prize Package, as defined below, will be forfeited with respect to any selected Winner and will be awarded to an alternate Winner, in the successive order that the Derivative Films are ranked by the Judges, upon the occurrence of any of the following: (i) the failure of the Winner to redeem the Prize Package by April 15, 2016; (ii) the return of a prize, prize notification or winner announcement email to Sponsor as non-deliverable; or (iii) the rejection of a prize by a Winner.
The Prize Package
6.2 Any selected Winner(s) will receive designated prizes (the “Prize Package”) which includes:Blackmagic Resolve 12, iZotope RX 5 and many other software prizes. The approximate retail value (“ARV”) of all of the prizes is Fifteen Thousand Dollars($15,000.00). There is no monetary value associated with the opportunity to have the Derivative Film promoted and used by LAPPG. Any difference between actual value and stated ARV will not be awarded. No cash equivalent or alternative Prize will be given and the Prize is non-transferable.
6.3 No substitution, cash redemption, or transfer of prize is permitted except at the sole discretion of LAPPG. If prize, or any portion thereof, cannot be awarded for any reason, LAPPG reserves the right to substitute prize or portion of prize with another prize or portion of prize of equal or greater value. Any portion of the prize not accepted by any Winner(s) shall be forfeited.
6.4 LAPPG reserves the right to verify the eligibility of your Derivative Film. LAPPG may request that the Winner(s) contact LAPPG to confirm that they are a winning entrant and/or to provide proof of identity and age. In the event of a dispute as to the identity of a Derivative Film, such Derivative Film will be deemed to have been submitted by the authorized holder of the email account from which the Derivative Film was submitted. You may be requested to provide LAPPG with proof that you are the authorized holder of the email account associated with the winning Derivative Film.
6.5 In all cases LAPPG (and its licensees, affiliates, and assigns) shall not be liable for email that does not reach the Winner(s) for reasons beyond the reasonable control of LAPPG (and its licensees, affiliates, and assigns). LAPPG (and its licensees, affiliates, and assigns) shall not be responsible for any costs or losses incurred directly or indirectly by the Winner(s) as a result of an incorrect email address or address or name given by the Winner(s).
6.6 Any Prize Package awarded does not, and will not, include any payment for expenses incurred in connection with the Competition including without limitation studio hire or equipment hire and costs.
6.7 The Winner(s) may be required, as a condition of being awarded the Prize, for no remuneration, to participate in promotional and publicity materials (such as publication in any form, media or technology now known or later developed) at the reasonable request of LAPPG, and it shall be a condition of being awarded the Prize, that the Winner(s) consents and agree to do so. By submitting your Derivative Film in connection with this Competition, you grant to LAPPG, and its affiliated companies, the right, except where prohibited by law, to use (i) any entry form information including without limitation your name, age, likeness and e-mail address, and (ii) any approved biographical information, without compensation, in any form, media, or technology now known or later developed. Subject to applicable laws, you shall have no right of approval, no claim to compensation, and no claim (including, without limitation, claims based on invasion of privacy, defamation, or right of publicity) arising out of any use, blurring, alteration, or use in composite form of your name, picture, likeness, e-mail address, biographical information, or entry. The rights granted under this paragraph shall extend to LAPPG and its affiliated companies with respect to all entrants in the Contest, including the entrants who are selected as a Winner and those entrants who are not selected as a Winner. LAPPG is under no obligation to use any such materials or your Derivative Film for any purpose.
6.8 LAPPG (and its licensees, affiliates, and assigns) accepts no responsibility for Derivative Film lost, damaged or delayed, or for any difficulty experienced in accessing or submitting your Derivative Film. Late, damaged, defaced, illegible, incomplete or suspected fraudulent Derivative Films will not be accepted. Proof of dispatch of the Derivative Film (whether electronic or postal) will not be accepted as proof of receipt by LAPPG. LAPPG is not responsible or liable for Derivative Films that are uploaded by other than human means (such as by an automated computer program or any non-human mechanism, entity, or device), or for Derivative Films that are illegible, late, forged, destroyed, lost, misdirected, tampered with, incomplete, deleted, damaged, garbled, altered, mutilated, destroyed, or otherwise not in compliance with these Rules, whether caused by any of the equipment or programming associated with or utilized in the Competition, or by any technical or human error which may occur in the processing of Derivative Films in the Competition, or for failure to receive Derivative Films due to transmission failures or technical failures of any kind and such Derivative Films will be disqualified.
7. General Terms
7.1 LAPPG reserves the right, in its sole discretion and without refund of any submission fees, to disqualify any individual it (or its authorized designee) finds to be: (i) tampering with, as applicable, the entry process or otherwise with the operation of the Competition (including, but not limited to, the use of automated computer programs or any non-human mechanism, entity, or device), or any Web page or Web banner ad related to the Competition; (ii) acting in violation of the Rules; (iii) acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten, harass, harm, mislead, or defraud any other individual or entity; or (iv) otherwise in violation of any Applicable Law. Any person attempting to defraud LAPPG, or any of its parents, subsidiaries or affiliates, or in any way tamper with the Competition will be
ineligible to win the Prize Package and LAPPG, or any of its parents, subsidiaries or affiliates, will seek all remedies available to it, including, if appropriate, filing appropriate complaints with legal authorities. If, for any reason, the Competition becomes corrupted, or is not capable of running as originally planned, or does not allow the proper processing of Derivative Films in accordance with these Rules, or if infection by computer virus, bugs, tampering, unauthorized intervention, actions by Entrants, fraud, technical failures, or any other causes, in the sole opinion of LAPPG, corrupts or affects the administration, security, fairness, integrity, or proper conduct of the Competition or the granting of a prize or any component thereof, LAPPG reserves the right, in its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, modify, or suspend the Competition or any portion thereof and to conduct the judging and award the Prize Package from all eligible, salvageable Derivative Films received (if any) during the Competition Period, in accordance with the Rules.
7.4 In the event of any fault, mistake, misunderstanding or dispute concerning the operation of any part of the Competition, the decision of LAPPG shall be final.
7.5 LAPPG is not responsible for network, telephone line, or communication failures of any kind or for entries that are incomplete, corrupted, incomprehensible, or not received before the closing date and time. Such Derivative Film entries will be void.
7.6 To the fullest extent permissible by applicable law, you hereby agree to release and hold harmless LAPPG, its parent companies, affiliates, subsidiaries, divisions, advertising and promotion agencies and its respective employees, officers, directors, agents, representatives, shareholders and prize’ partners and third parties (collectively, the “Releasees”) from any claims, actions, injury, loss or damages of any kind, including but not limited to, any damage to the entrant’s or any other person’s computer relating to or resulting from participation in, or downloading of any materials or software in connection with, this Competition, resulting from participating in this Competition or from the acceptance, possession, or use or misuse of any Prize Package awarded or participation in any Prize Package related activity. This limitation of liability is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect, or consequential damages; loss of data, income, or profit; loss or damage to property; and claims of third parties. Subject to applicable laws, eligible participants agree that Releasees have not made nor are in any manner responsible or liable for any warranty, representation, or guarantee, statutory, express or implied (including but not limited to, the implied warranties of merchantability, title, and fitness for a particular purpose), in fact or in law, relative to the Competition or the Prize Package awarded. Without limiting the generality of the foregoing, Releasees do not make any express or implied warranties or representations with respect to any promotional web site and Releasees shall not be liable for the consequences of any interruptions or errors related thereto. These terms give you specific legal rights. The provisions regarding implied warranties are void in some jurisdictions where implied warranties are prescribed by law. For avoidance of doubt, subject to applicable laws, you agree to release any and all Releasees from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including actual, consequential and punitive damages), arising out of or in any way connected with the Competition.
7.7 You hereby expressly waive Section 1542 of the California Civil Code, as well as any other statute, law or rule of similar effect, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
7.8 To the extent allowable by law, LAPPG shall not be responsible for any payment of any taxes or other costs associated with the receipt of the Prize Package.
7.9 Should one or more provision of these Terms and Conditions and Rules be unlawful, void,
or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and enforceability of the remaining provisions and the remainder of the Terms and Conditions and Rules will thus remain in full force and effect.
7.10 Ineligible Entries – Strategic Partner hereby understands and agrees that its officers, directors, and employees, as well as the immediate families of those persons and/or persons living in the same households as such persons (whether or not related thereto) are ineligible to enter the Contest. Any such attempted entry shall be invalid.
8. Confidentiality
8.1 The Winner(s) agrees to keep confidential any knowledge about LAPPG and its business and personnel received by them as a result of the Prize Package. The Winner(s) will, at the request of LAPPG, execute any additional documentation reasonably required by LAPPG to further assure this confidentiality obligation.
9. Dispute Resolution
9.1 The Rules and this Competition are governed by the laws of the State of California. Except where prohibited, California law, applicable to contracts entered into and to be performed entirely within California, shall govern all disputes arising out of or related to these Rules or the interpretation, performance or enforcement of these Rules. In the event of any dispute between the parties relating in any way to these Rules, the parties agree to in good faith consider resolving the dispute by engage in mediation using a mutually selected mediator. In the alternative, the parties shall submit the dispute to binding arbitration, conducted on a confidential basis under the Commercial Arbitration Rules of the American Arbitration Association in Los Angeles County, California, provided that the federal rules of discovery and evidence shall be applicable to any such proceedings. An award from any binding arbitration shall be enforceable in all courts of competent jurisdiction. All questions concerning the validity, operation, interpretation and construction of this engagement will be governed by and determined in accordance with the laws of the State of California and the prevailing party in such proceeding shall be awarded reasonable outside attorneys’ fees, reasonable expert witness fees, and out-of-pocket and verifiable costs incurred in connection therewith, in addition to any other relief awarded. The parties agree that to the extent permitted by law, the resolution provisions provided in this paragraph are the sole and exclusive remedy of the parties and they waive and forego any right to pursue action in any court or other legal forum to resolve such claims. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THESE RULES WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
10. Assignment.
LAPPG may freely assign, in whole or in part, any of its rights or obligations under this Agreement to any third party, and any rights and obligations so assigned may also be assigned by the assignee. You must not assign, any of your rights or obligations under this Agreement without the prior written consent of LAPPG. Any assignment attempted in violation of this clause shall be void.
11. Relationship. The parties acknowledge and agree that nothing in this agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
12. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter contained herein.