Participation terms and conditions
Samsung x Dezeen Ambient Mode Design Competition 2018 between Cheil Germany GmbH, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Königstein under HR B 63 60, with business address at Am Kronberger Hang 8, 65824 Schwalbach am Taunus - “Cheil” - and Entrants of the Design Challenge - “Designer”; Cheil and Designer being each a “Party” and collectively "Parties".
A. Samsung is the world’s largest media and technology-company and the market leader in the TV and mobile device market; with iconic signature products such as the QLED TVs, SUHD TVs, UHD TVs as well as the Galaxy phone and tablet series (jointly with all its affiliated cooperation and entities “Samsung”).
B. Samsung and its affiliated company Cheil Germany GmbH (“Cheil”) in cooperation with Dezeen Limited (“Dezeen”), owner of an architecture and design magazine and publishing and host of the website www.Dezeen.com and Dezeen’s affiliated social media channels (inter alia Twitter, Facebook, Instagram, YouTube) (jointly “Dezeen Website”), have launched an Innovative Design Challenge in the lead-up to Internationale Funkausstellung Berlin (“IFA”) in August and September 2018 with the aim on challenging designers to design a new “Ambient Mode”, a useful feature that can be used in place of the Black Screen when the QLED TV is not in use, the “Samsung AM Design Challenge 2018” (“Design Challenge”). IFA (International radio exhibition, Berlin) is one of the oldest industrial exhibitions in Germany in August and September 2018.
C. DESIGNER intends and wishes to participate in the Design Challenge. The Jury of the Design Challenge will select fifteen (15) of the submitted Entries of the “Ambient Mode” (“Shortlisted Entries”), five (5) Finalists and one (1) Winner.
D. Dezeen and Samsung intend to use the Entries and the submitted “Ambient Mode” Video Design of the participating DESIGNERS through any media for the purposes of administering the Design Challenge and any associated marketing and promotion of the Design Challenges.
E. Samsung (Cheil) shall be granted an option to purchase and obtain comprehensive rights to commercially exploit the submitted “Ambient Mode” Video Design of Shortlisted Entries from the DESIGNER against a remuneration of net. 10.000,00 EUR per Shortlisted Entry.
F. These Participation Terms & Condition (“Agreement”) set out the terms and conditions of Designer’s participation in the Design Challenge and the acquisition of exploitation rights (Purchase Option) until 2.9.2019. Samsung is not obliged to exercise this Purchase Option.
G. The Design Challenge is exclusively addressed to traders within the meaning of Article 2 (2) DIRECTIVE 2011/83/EU. The DESIGNER declares and guarantees to participate in the Design Challenge and enter into this Agreement for purposes relating to his trade, business, craft or profession.
BY PARTICIPATING IN THE DESIGN CHALLENGE THE DESIGNER AGREES TO THE TERMS OF THIS AGREEMENT.
1. Design Challenge
1.1 The Design Challenge was launched by Samsung and Cheil in cooperation with Dezeen, in order to invite designers to design a new “Ambient Mode”, a useful feature that can be used in place of the Black Screen when the QLED TV is not in use.
1.2 Samsung is looking for outstanding, creative and distinctive designs to demonstrate how this new QLED TV feature can be integrated in and highlight people’s home environments. The brand would like the participating designers to have a particular and individual lifestyle in mind and to design the “Ambient Mode” to match this lifestyle.
1.3 A description of the Design Challenge including the schedule and further information can be found on the Dezeen Website via which the Design Challenge is administrated.
In case of any deviation of and between the content on the Dezeen Website and the terms and regulations in this Agreement, the terms and regulations in this Participation Agreement supersede.
For the avoidance of doubt: Above and beyond this Agreement, Cheil assumes no responsibility for any content on or in connection with the Dezeen Website.
1.4 Cheil reserves the right to, in cooperation with Dezeen, change and/or amend the Participation Agreement if necessary to achieve its purpose and/or the successful realization of the Design Challenge. Cheil is required to inform Designer of any changes and/or amendments in the Participation Agreement immediately.
2. Design Challenge procedure
The Design Challenge will be conducted as follows:
Non-Compliance with the requirements set out of below may lead to a disqualification from the Design Challenge.
2.1 The dates listed below (except the Closing Date) are preliminary and may be subject to changes. Dezeen will inform the participants of any date changes in a reasonable manner. The Design Challenge will run until 23.59 GMT on August 3rd, 2018 (Closing Date). Entries received after that time will not be considered.
2.2 Participating designers are requested to submit their design entry of the “Ambient Mode” for the Samsung QLED TV (“Entry”). Participants will need to submit the following:
· Name, Birth date, Country, City, email, telephone;
· “Ambient Mode” Design as video file in compliance with Design Challenge Guideline;
· Name of the submitted “Ambient Mode” Design for the Samsung QLED TV, which will appear on all communication and media coverage;
· a full explanation of the concept and idea behind it, including any background information and the ideal target audience (maximum 300 words);
· a description of the strategy or intention behind the concept idea (maximum 300 words);
· a hero image showing the Ambient Mode on the TV in the context of a room that shows the lifestyle the participating designer was inspired by;
· 3-5 still images of the room with the TV, as well as 3-5 stills of the Ambient Mode Design in different times of the day.
2.3 Video and still images to upload via Dezeen Website (max. 2 GB) respecting following video specs:
· Resolution: 3840x2160 or 1920x1080
· Container: AVI / MKV / MP4
· Video Codec: H.264 (3840x2160) / HEVC (3840x2160) / MPEG4
· Audio Code: Dolby Digital / AAC / HE-AAC / WMA / MPEG / AC-4
2.4 Participants shall submit all elements of an Entry in the English language.
2.5 Files, documents or other material submitted not complying with the requirements above will not be regarded in the Design Challenge and irrevocably deleted.
2.6 Of all validly submitted Entries, the jury will select 15 (fifteen) shortlisted Entries to be announced in August, 2018 (“Shortlisted Entries”). The names of the DESIGNERS of the Shortlisted Entries will be announced and published on Dezeen Website.
2.7 Of all 15 Shortlisted Entries, the jury will then select 5 (five) finalists on August 10, 2018 (or as soon as practicable afterwards) and publish their names on the Dezeen website (“Finalists”).
2.8 The participants who uploaded the Shortlisted Entries (“Shortlisted Designers”) and the Finalists will be informed individually via the contact details provided with the Entry.
2.9 The 5 (five) Finalists need to be available in August 10th – 17th, 2018 for a interview by telephone or email about their Designs to be published on Dezeen Website.
2.10 Each of the 5 (five) Finalists need to make a video, that presents the (i) concept and (ii) making-of of their Designs. The videos must be with sound with optional subtitles in English and should explain the Design idea of the Finalist. The videos are not part of the evaluation criteria for the Design Challenge and will be displayed on the Design Challenge campaign section of Samsung IFA. The videos must have a maximal length of time 2-3 minutes and be sent until August 17th, 2018 via WeTransfer (or similar service) in accordance of video specs in 2.3. to Cheil via email.
2.11 The 5 (five) Finalists need to send a suitable portrait photo until August 17th, 2018 to Cheil via email.
2.12 The 5 (five) Finalists shall visit and participate on invitation by Samsung/Cheil IFA in Berlin, Germany. The Finalists need to be available from August 27th to September 2nd, 2018 (photo shooting, interview, coaching, preparing their final presentation and final judging.)
2.13 All 5 (five) Finalists will present their works in front of the jury of the Design Challenge at the IFA in Berlin, Germany on September 1st, 2018. Cheil will organize travel and accommodation for the Finalist. The Judging Day will be video/audio recorded.
2.14 The Entries of Finalists - in particular the submitted “Ambient Mode” Design and the making-of video (section 2.10) - will be displayed on the Design Challenge campaign section of Samsung IFA.
2.15 Among the Finalists, the jury will select the final winner of the Design Challenge 2018 (“Winner”).
2.16 The Winner will be announced on September 10th (or as soon as practicable afterwards) on Dezeen Website, additionally interview footage of the Winner will be included in a short video created and published by Dezeen.
3.1 The Winner of the Design Challenge is awarded an amount of 8,000.00 €;
3.2 # 2 - # 3 of the Design Challenge are awarded an amount of 3,000.00 € each;
3.3 # 4 - # 10 of the Design Challenge are awarded an amount of 1,500.00 € each;
3.4 # 11 - # 15 of the Design Challenge are awarded an amount of 1,000.00 € each.
3.5 Awards must be claimed within 60 days of announcing the Winner(s). If awards are not claimed, Dezeen and Cheil reserve the right to offer the award to another participant or to withdraw the unclaimed award.
3.6 The award prize will be paid by Cheil directly to the Winner, Finalists and Shortlisted Designers.
4.1 Only one (1) Entry per person.
4.2 Each DESIGNER participating in the Design Challenge has to be of full legal capacity in their respective jurisdiction, at least 18 years of age.
4.3 The Design Challenge is exclusively addressed to traders within the meaning of Article 2 (2) DIRECTIVE 2011/83/EU. The DESIGNER declares and guarantees to participate in the Design Challenge and enter into this Agreement for purposes relating to his trade, business, craft or profession.
4.4 The jury reserves the right to reject any Entry it considers to be incomplete or to contain inappropriate content, which is not submitted with a sufficiently good standard of English or breaches the Terms.
4.5 Dezeen and Cheil do not accept liability for any Entries or parts thereof which are not (completely and/or partially) received or lost regardless of the cause.
4.6 If submitting a Design created by more than one individual, it is a condition of entry that each individual agrees to be bound by the terms of this Agreement. The DESIGNER will inform disclose to Cheil any third party contributor or collaborator in the Design. Cheil may request from the DESIGNER this Agreement in written form signed by the DESIGNER and/or any third party contributor or collaborator in the Design at any stage.
4.7 By entering the Design Challenge DESIGNER confirms that he/she has the authority to do so, including permission from any third party rights holders. Entries must not infringe the rights of any third parties and DESIGNER shall hold Dezeen and Cheil harmless from any infringement of third party rights.
The jury’s decision is final. No discussion will be entered into. The decision may not be reviewed or challenged.
6. Ownership / Rights (participating Designers)
6.1 “Content” within this Agreement shall mean all images, videos, audios, drawings, sketches, pictures, photos, descriptions, texts, interviews, concepts, designs, interfaces and other material of Designer submitted or provided in connection with the Design Challenge as well as all of the versions, results and proceeds thereof in whatever stage of completion as may exist from time to time, in particular the submitted “Ambient Mode” Design.
6.2 DESIGNER hereby grants and procures that any third party contributor or collaborator grants a worldwide perpetual irrevocable, transferable, license to Cheil, to distribute, print, exhibit, display, publicly perform, broadcast (via radio, TV and/or any other technical means/systems), reproduce and alter the Content in any manner through any media for the purposes of administering the Design Challenge and any associated marketing and promotion of the Design Challenge and to permit any other person, firm, or corporation to do any or all of the foregoing.
6.3 Designer hereby acknowledges and agrees that Cheil will have the perpetual non-exclusive right to use and to authorize others to use the Designer’s names (including professional name or nickname), approved biographical material, photographical and video material, interviews in the distribution, advertising, publicity and promotion the Design Challenge and the Ambient Mode.
6.4 Explicitly transferred under clause 6.2 above is also the right to use the Content in an above-the-line TV Commercial (“TVC”). Designer grants to Cheil the transferable right to use the Content in order to create a TVC for broadcast and all other media within worldwide.
6.5 It is expressly agreed and understood between the Parties that Cheil has the right to use images/videos taken of the Content subject to clause 6.2 above. For the avoidance of doubt all rights in Designer’s Content itself are owned by Designer.
6.6 Designer hereby waives and procures that any third party contributor or collaborator waives its entitlement to be named as the originator and author of the submitted Content in connection with the licensing of rights and any exploitation act subject to clause 6.2.
6.7 Subject to the Designer not advancing to the second round of the Design Challenge (Shortlisted Entries), the license granted at 2 above shall terminate 3.9.2019.
For the avoidance of doubt: Except with respect to the Shortlisted Entries subject to clause 7, Cheil will not exploit any rights transferred following termination of the license pursuant to this clause 6.7; stop any current exploitations as of the time of such termination; and refrain from any future exploitations of such rights as if the relevant rights have never been transferred to Cheil. Cheil and/or Dezeen are not obliged to delete the Content from third party platforms or services (e.g. Google Cache) of the time of such termination and thereafter.
7. Purchase Option (Shortlisted Entries)
7.1 DESIGNERS which are selected by the jury into the 15 Shortlisted Entries grant Cheil a Purchase Option to acquire and obtain comprehensive rights to commercially exploit the Content, in particular the submitted “Ambient Mode” Design, in accordance with the following stipulations.
7.2 For the avoidance of doubt: Licensing of rights subject to clause 7.4 shall not take place until the DESIGNERS is informed by Cheil on the exercise of the Purchase Option (e.g. email). Cheil is not obliged to exercise the Purchase Option.
7.3 Cheil may exercise the Purchase Option only until 2.9.2019.
7.4 Transfer of Rights
In the case Cheil exercises the Purchase Option, the DESIGNER transfers the following exploitation rights:
7.4.1 The DESIGNER hereby grants and procures that any third party contributor or collaborator grants a worldwide, perpetual, irrevocable, transferable license to Cheil to commercially/non-commercially exploit without limitation all his contributions to the Design Challenge, in particular any Content, submitted for and in connection with the Design Challenge, including the right to alter the Content in any manner.
7.4.2 It is expressly agreed and understood between the Parties, that the DESIGNER in particular grants and procures that any third party contributor or collaborator grants a worldwide, perpetual, irrevocable, transferable license to Cheil to commercially/non-commercially exploit the submitted “Ambient Mode” Design, in the original or in amended, translated, processed or modified form, in any way and manner, executable in any hardware and software environment, in any medium recognized or future technology, to reproduce (e.g. permanently or temporarily save and load), to distribute (e.g. offer alone (e.g. against payment or free-of charge; online/offline (including DVD, Bluray etc.) or in connection with and preinstalled on any hardware (e.g. TV or mobile device), to publish, to display, to communicate to the public, by wire or wireless means, to broadcast and/or to make available to the public (e.g. downloading and streaming) the submitted “Ambient Mode” Design and to permit any other person, firm, or corporation to do any or all of the foregoing.
7.4.3 The DESIGNER grants and procures all rights under clause 7.4.1 and 7.4.2 exclusive for a period of ten (10) years, commencing from the date Cheil exercise the Purchase Option. After the exclusive period elapses, the DESIGNER grants and procures all rights under clause 7.4.1 and 7.4.2 non-exclusive.
7.4.4 It is expressly agreed and understood between the Parties, that the DESIGNER in particular grants and procures all rights under clause 6.2 perpetually. Clause 7.4.3 applies accordingly. The exclusive period of (10) years, commences from the date of submitting the respective content.
7.4.5 Designer hereby waives and procures that any third party contributor or collaborator waives its entitlement to be named as the originator and author of the submitted Content in connection with the licensing of rights and any exploitation act subject to clause 7.4.1, 7.4.2 and 7.4.4.
7.5.1 In the case Cheil exercises the Purchase Option, Cheil pays the DESIGNER – in addition to the Award subject – a remuneration of 10.000,00 EUR plus VAT in return for the transfer of rights subject to clause 7.4.
7.5.2 The remuneration is due 30 days after the DESIGNER provides Cheil with an invoice in accordance with applicable tax law. Cheil may determine the recipient of the invoice.
7.6 Cheil is entitled to withhold and deduct all other applicable taxes and duties from the remuneration (e.g. withholding tax), unless the DESIGNER provides Cheil with an exemption certificate.
7.7 DESIGNER shall provide Cheil with a written form of this Agreement signed by the DESIGNER and any third party contributor or collaborator in the Design without undue delay, once the DESIGNER is informed by Cheil that the DESIGNER had been selected by the jury into the 15 Shortlisted Entries. The provision of this Agreement in written form shall be precondition of any remuneration payment subject to clause 7.5.1.
8. Designer’s further obligations
8.1 Designer shall:
· at any time provide true and complete information on and about him during all registration procedures and/or requests for information for and in connection with the Design Challenge.
· ensure that all his activities undertaken in connection with this Agreement and/or his participation in the Design Challenge fully comply with all relevant laws and regulations.
· participate in the Design Challenge in a professional manner, with all due care, skill and diligence.
· undertake to comply fully with the reasonable requirements of Cheil with regard to the Design Challenge.
· participate without using any third-party brands, logos, trademarks, trade names or other representations (“Branding”) and shall follow any further instructions of Cheil in relation to any Branding that is agreed to appear in connection with the Designer’s participation in the Design Challenge.
8.2 Designer shall not:
· do, nor authorize to be done, anything which, in Cheil’s reasonable opinion, disparages Cheil, Samsung and/or Dezeen, its respective management, administration, its respective affiliates, or products published by Dezeen and/or built by Samsung and its affiliates namely without limitations the QLED, SUHD, UHD products; vice versa Cheil will not disparage Designer.
· use, authorize the use or assist in the use if the materials of Dezeen or Cheil without the relevant party’s permission. This includes use of the DEZEEN, CHEIL or SAMSUNG brand and any other materials created by Dezeen or Cheil in respect of the Design Challenge.
· act in any way, which could harm the brands, trademarks or other proprietary rights of Dezeen, Cheil or of any of the Samsung Companies.
· institute legal or other proceedings in the name of Dezeen, Cheil or any of the Samsung Companies nor as agent for, or on behalf of the above.
Designer guarantees that and undertakes to for the Participation Agreement of the Design Challenge, he will not present, advertise, promote or otherwise display the Content to or towards any other party until 3.9.2019 unless authorized to do so by prior written approval of Cheil.
10. Warranties and Representations
10.1 Designer warrants, represents and undertakes to Cheil, Dezeen and Samsung, as well as guarantees, by means of an independent guarantee pursuant to § 311 para 1 German Civil Code (BGB) (selbständiges Garantieversprechen), that:
10.1.1 he has all necessary rights, licences, permissions, power and capacity to enter into this Agreement and to perform the obligations hereunder and in so doing, is not in breach of any obligations nor duties owed to any third parties and will not be so as a result of performing its obligations under this Agreement namely that his participation under this Agreement do not infringe the rights of any third party;
10.1.2 he has obtained or will obtain any and all necessary approvals and consents of third parties;
10.1.3 he is not aware, as at the date of this agreement, of anything within its reasonable control that may, or will, adversely affect its ability to fulfill its obligations under this Agreement;
10.1.4 he has full power, right and capacity to grant and assign to Cheil those rights set out in, and in accordance with, clause 6 and 7.
10.2 Designer hereby indemnifies and holds harmless Cheil, its officers, directors, employees, contractors and agents (“Indemnified Parties”) on demand from and against any and all claims, losses, damages, costs, judgments, penalties and expenses of any nature whatsoever (including reasonable legal Fee and disbursements) obtained against, imposed upon, incurred or suffered by any of them arising from, and/or in connection with, any dispute or other claim(s) or proceeding(s) brought against the Indemnified Parties (or any of them) on the basis of the breach of any guarantee given by Designer subject to this Agreement.
10.3 The provisions of this section 10 shall survive this Agreement and shall continue to have full legal force and effect without limit in time.
11.1 Designer shall not, at any time during or after the Term, use, divulge or communicate to any third party or to the media (including public announcements and press releases) any confidential information of Cheil, Dezeen and / or Samsung, which may have, or may in the future, come to its knowledge.
11.2 Nothing in this Agreement shall prohibit Dezeen, Samsung and/or Cheil from making any public announcement(s) relating to this Agreement. The provisions of this section 11 shall survive expiry of this Agreement and shall continue to have full legal force and effect without limit in time.
12.1 Changes to Design Challenge: Dezeen and Cheil reserve the right to suspend, cancel or amend the Design Challenge where it becomes necessary to do so, without liability to you or any third party.
12.2 Data Protection: By entering the Design Challenge you agree that any personal information provided by you may be held and used by Dezeen and Cheil and its agents/suppliers to administer the competition.
12.3 Charges: There is no charge to enter the Design Challenge, however, entrants are responsible for their own access charges that may be charged by third parties, such as internet providers.
12.4 This Agreement constitutes the entire agreement between the Parties and supersedes any and all previous agreement or arrangement between the Parties relating to the subject matter hereof.
12.5 Designer is an independent person with respect to Cheil, and nothing in this Agreement shall be construed to place the Parties in the relationship of employer and employee, principal and agent, partners or joint venture partners.
12.6 Designer shall not assign at law or in equity (including by way of a charge or declaration of trust), sub-license, transfer, charge or deal in any other manner with this Agreement or any rights or obligations under this Agreement, or sub-contract any or all of its obligations under this Agreement or purport to do any of the same unless approved by Cheil in writing. Cheil shall not assign at law its payment obligations hereunder.
12.7 No delay, indulgence or omission in exercising any right, power or remedy provided by this Agreement or by law shall operate to impair or be construed as a waiver of such right, power or remedy or of any other right, power or remedy.
12.8 Any and all Schedules referred to in this Agreement or submitted under this Agreement are an integral part of this Agreement.
12.9 Wherever this Agreement includes English terms after which either in the same provision or elsewhere in this Agreement German terms have been inserted in brackets and/or italics, the respective German terms alone and not the English terms shall be authoritative for the interpretation of the respective provisions.
12.10 This Agreement and its execution shall be exclusively governed by German Law (without regard to the provisions of German conflict of laws rules).
12.11 All disputes arising out of or in connection with this Agreement, its validity or its enforceability shall – if the Designer is a commercial designer or if the Designer has no place of general jurisdiction in Germany – be finally and exclusively settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) without recourse to the ordinary courts of law. The place of arbitration is Berlin. The number of arbitrators is three. The language of the arbitral proceedings is English. The applicable substantive law is German law.
12.12 In case any provision in this agreement is or becomes invalid or incomplete this will not affect any other provision within this Agreement.