By entering into the Photo Contest, you “Photographer” agree to the following (“Agreement”):

1. License. Photographer hereby grants to Adventure Cycling an unlimited, non-exclusive, royalty-free, worldwide, perpetual license, to publish, reproduce, perform, digitize, disseminate, display, transmit, create derivatives, and distribute the Work and each Individual Photograph thereof, together or individually, in any version, format, manner, or media at the Client’s sole discretion. The Parties acknowledge and agree that nothing in this Agreement precludes the Photographer from licensing the Individual Photographs to any other person or entity and that the scope of the license of the Individual Photographs granted herein is unlimited, worldwide, non-exclusive, royalty-free, and perpetual.
2. Photographer’s Representations. Photographer represents, warrants, and covenants that:
1. Photographer owns all rights, title and interests in each Individual Photograph, and each Individual Photograph is a completely original work of authorship created solely by Photographer;
2. Photographer has secured all model releases for each Individual Photograph delivered to Client;
3. Each Individual Photograph in the Work will not (i) infringe upon or violate any copyrights, moral rights, trademarks, service marks, rights or privacy, rights of publicity or any other intellectual property or proprietary rights of any Person, (ii) violate any law, statute, ordinance or regulation, or (iii) contain any defamatory, libelous or unlawful matter;
4. Photographer has the full right and power to enter into this Agreement and grant all of the rights described herein;
5. Photographer is not subject to any restriction which prevents Photographer from fully complying with its obligations or which conflicts with its grant of rights under this Agreement;
6. Adventure Cycling will receive the rights and license described above, free and clear of all encumbrances, third-party interests, and liens of any kind, including but not limited to any charges, claims, community property interests, pledges, conditions, equitable interests, option, security interest, mortgage, easement, encroachment, right of first refusal, or otherwise.
7. Photographer is at least 18 years of age and has a bank account in the U.S.
3. Indemnity. Photographer shall indemnify, defend, and hold harmless Client and each of its respective officers, employees, directors, legal representatives, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (each, an “Action”) arising out of or related to any claims that any Individual Photograph infringes upon any right of any third-party or violates any laws, and/or Photographer’s breach of any representation, warranty, obligation, or covenant set forth in this Agreement.
4. Miscellaneous
1. Adventure Cycling is not responsible for any incorrect or inaccurate information, whether caused by website users or by any equipment or programming associated with or utilized in the photo competition, or by any technical or human error that may occur in the processing of submissions to the photo competition, including but not limited to any misprints or typographical errors. Adventure Cycling assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries. Adventure Cycling is not responsible for any problems or technical malfunction of any telephone network or lines, computer equipment, servers, providers, computer on-line systems, software, or failure of email on account of technical problems or traffic congestion on the Internet or at any website, including injury or damage to participant’s or to any other person’s computer related to or resulting from participating or uploading images or information in the photo contest.
2. If, for any reason, the photo competition is not capable of completion as planned, including but not limited to, any reason of infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures or any other causes beyond the control of Adventure Cycling that corrupt or affect the administration, security, fairness, integrity or proper conduct of the photo competition, Adventure Cycling reserves the right at their sole discretion to cancel, terminate, modify, or suspend the photo competition.
3. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
4. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, in whole or in part, by any court or decision maker having jurisdiction, such provision shall be amended to the minimum extent necessary to conform to the minimum requirements of the law so as to be valid and enforceable, or if such provision cannot be so amended without materially altering the intention of the Parties, the provision shall be stricken to the minimum extent necessary and the remainder of this Agreement shall remain in full force and effect.
5. (g) Governing Law; Dispute Resolution. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Montana, irrespective of the fact that any one of the Parties now is or may become a resident of a different state or nation, and without giving effect to any choice or conflict of law provision or rule (whether of the State of Montana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Montana. The Parties agree that in the event a dispute of any kind or nature arises under this Agreement or any matters related to this Agreement or to any exhibit hereto, prior to initiating litigation, the Parties shall mediate the dispute. To do so, the aggrieved Party shall notify the other Party in writing describing with reasonable specificity the details and the nature of the dispute, the proposed resolution, and the Party’s request to mediate the dispute (the “Notice”). After such Notice has been given, the Parties in good faith will select a mediator and participate in mediation in Boulder, Montana within thirty (30) days of the Notice. If, within sixty (60) days after the Notice, such dispute is not resolved through negotiation or mediation, either Party may begin litigation to resolve the dispute. The Parties shall split the costs of the mediation. The statute of limitations on all claims shall be tolled from the date of the Notice until the time for resolution by mediation has expired. In the event that mediation fails to settle the dispute as provided above, each of the Parties hereby irrevocably agree and consent to the exclusive jurisdiction of any state or federal court of competent jurisdiction sitting in Missoula, Montana, to resolve any dispute, action, or proceeding arising out of or relating to this Agreement and agree that all claims in respect of such dispute, action, or proceeding shall be heard and determined by such court. The prevailing Party shall be awarded all costs and fees. “Costs and fees” means all reasonable expenses, including court costs and fees, travel expenses, out-of-pocket expenses such as copying and telephone, witness fees (including experts), and attorneys’ fees. Each of the Parties hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. Except as otherwise prohibited by applicable law, the Parties hereby irrevocably waive the right to a jury trial in any litigation, proceeding or action arising out of or relating to this Agreement, and each Party hereby irrevocably waives any rights and/or claims that the Party may have for punitive, consequential, and/or incidental damages.