This Sponsor Agreement (the “Agreement“) is entered into between:
(1) Verta Ventures Inc., a corporation existing under the laws of Ontario, Canada, with its registered address at 80 Mill Street, No. 1209, Toronto, Ontario, M5A 4T3, operating the McCarthy’s AI platform (“McCarthy’s“, “we“, “us“, or “our“); and
(2) the entity identified during Sponsor account registration and confirmed during the Onboarding Call (the “Sponsor“, “you“, or “your“),
each a “Party” and together the “Parties”. This Agreement is effective as of the date the Sponsor’s account is approved by McCarthy’s following the Onboarding Call (the “Effective Date”), and continues until terminated under Section 18.
Read this agreement carefully. By signing up as a Sponsor, paying a Sponsored Competition Fee, or running any competition on the platform, you agree to be bound by this Agreement, the Master Terms of Service, the Privacy Policy, and any Sponsored Competition Addendum you sign. If you do not agree, do not use the platform as a Sponsor.
In this Agreement, the following terms have the meanings set out below. Other terms are defined where they first appear.
1.1 “Applicable Law” means all laws, statutes, regulations, and binding government orders applicable to a Party, including the Income Tax Act (Canada), the Personal Information Protection and Electronic Documents Act (Canada), Canada’s Anti-Spam Legislation, and applicable provincial consumer protection statutes.
1.2 “Competition” means an AI-related contest hosted by McCarthy’s on behalf of, and funded by, the Sponsor under a specific Sponsored Competition Addendum.
1.3 “Confidential Information” has the meaning set out in Section 13.
1.4 “External Judge” means any individual invited by the Sponsor to assess Submissions who is not an employee or contractor of McCarthy’s.
1.5 “Onboarding Call” means the mandatory consultation call between McCarthy’s and the Sponsor that occurs before the Sponsor is approved to host any Competition.
1.6 “Participant” means an individual who has registered an account on the platform and applies to or is invited into a Competition.
1.7 “Participant Data” means data and information about Participants collected through the platform, including profile information, contact details, and Submission content.
1.8 “Platform” means the McCarthy’s AI website, services, tools, and infrastructure used to operate Competitions.
1.9 “Prize” means the cash amount awarded to a Winner as set out in the applicable Sponsored Competition Addendum.
1.10 “Sponsored Competition Addendum” or “SCA” means the per-Competition order form, in the form prescribed by McCarthy’s, that specifies the terms of a single Competition. Each executed SCA forms part of this Agreement and is governed by its terms.
1.11 “Sponsored Competition Fee” means the single all-inclusive fee payable by the Sponsor to McCarthy’s for a Competition, which covers (a) McCarthy’s platform and operational services for that Competition, and (b) the prize pool from which McCarthy’s pays Prizes to Winners.
1.12 “Sub-Sponsor” means any third party (other than the Sponsor) whose brand, funds, or prizes appear in connection with a Competition. Sub-Sponsors do not have direct accounts on the Platform and interact with the Platform only through the Sponsor.
1.13 “Submission” means any work, file, data, code, image, audio, video, text, or other material submitted by a Participant into a Competition.
1.14 “Winner” means a Participant whose Submission is selected, in accordance with this Agreement and the applicable SCA, to receive a Prize.
2.1 Legal Host and Operator. McCarthy’s acts as the legal host and operator of every Competition run on the Platform. The Sponsor pays a Sponsored Competition Fee in consideration of McCarthy’s running a branded Competition under the Sponsor’s name. Prizes are paid by McCarthy’s to Winners from McCarthy’s own funds, not as a remittance or transmission of funds on behalf of the Sponsor.
2.2 Not a money services business. The Parties acknowledge and intend that, under this structure, McCarthy’s is not engaged in the business of remitting or transmitting funds on behalf of the Sponsor and is not a money services business under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). The Sponsored Competition Fee is McCarthy’s revenue. Prize payments are McCarthy’s business expense.
2.3 Branded sponsorship. Despite Section 2.1, McCarthy’s will operate the Competition under the Sponsor’s branding (and any disclosed Sub-Sponsor branding) consistent with the SCA, in a manner that does not misrepresent the underlying legal relationship.
2.4 No agency or partnership. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between McCarthy’s and the Sponsor. Neither Party has the power to bind the other except as expressly provided.
For each Competition under an executed SCA, and subject to the Sponsor’s compliance with this Agreement, McCarthy’s will:
3.1 Service level. McCarthy’s will use commercially reasonable efforts to provide the Platform with reasonable availability. McCarthy’s does not commit to any specific uptime, response time, or service level beyond what is expressly stated in this Agreement or the SCA.
3.2 Changes to the Platform. McCarthy’s may modify, enhance, or discontinue features of the Platform at any time, provided that material reductions in functionality during an active Competition will be communicated to the Sponsor in advance where reasonably practicable.
4.1 Onboarding Call. Sponsor must complete an Onboarding Call before any Competition may be launched. McCarthy’s may decline to onboard any Sponsor for any reason or no reason.
4.2 Verification by McCarthy’s. McCarthy’s verifies prospective Sponsors at its discretion, which at minimum includes: (a) verifying the Sponsor’s existence via public corporate registry or website lookups; (b) confirming the Sponsor’s signatory uses a corporate email domain belonging to the Sponsor; and (c) sanctions screening of the Sponsor entity and its signatory against the Consolidated Canadian Autonomous Sanctions List and the U.S. OFAC Specially Designated Nationals List.
4.3 Right to request more. McCarthy’s may, at any time, require additional verification, including but not limited to government-issued identification of the signatory, proof of corporate registration, address verification, and proof of authority to bind the Sponsor entity. Failure to provide reasonable additional verification when requested is grounds for suspension or termination.
4.4 Sponsor representations on verification. Sponsor represents and warrants that (a) the entity named in this Agreement exists and is in good standing; (b) the signatory is authorized to bind the Sponsor; (c) the corporate email domain used during onboarding is owned by the Sponsor; and (d) neither the Sponsor nor any of its directors, officers, or beneficial owners is subject to applicable sanctions.
5.1 SCA required. Each Competition must be governed by a separately executed SCA. McCarthy’s will not commence work on a Competition until (a) an SCA is signed by both Parties and (b) the full Sponsored Competition Fee for that Competition has been received by McCarthy’s in cleared funds.
5.2 Conflict between documents. In case of conflict, the SCA governs the Competition-specific commercial terms (prize structure, timeline, deliverables), and this Agreement governs all other matters. Any term in an SCA purporting to modify Sections 2, 9, 10, 11, 19, 20, 21, or 22 of this Agreement is void unless expressly accepted in writing by McCarthy’s.
5.3 Sponsor brief. The Sponsor will provide a clear and accurate Competition Brief in the SCA, including objectives, deliverable requirements, judging criteria, eligibility constraints, and any pre-existing materials the Sponsor wishes Participants to use or build upon.
5.4 No misleading representations. The Sponsor must not make, and must not allow Sub-Sponsors to make, any representation to Participants or to the public that is misleading, including: (a) any guarantee of hiring, employment, or future contracting unless backed by an enforceable commitment; (b) any false claim about Prize amounts or judging criteria; or (c) any misrepresentation about Sub-Sponsor identity or involvement.
6.1 Sponsored Competition Fee. The amount of the Sponsored Competition Fee for each Competition is as set out in the applicable SCA. The Fee is a single, all-inclusive amount covering platform services and Prize funding.
6.2 Currency. All amounts are denominated and payable in U.S. Dollars (USD), unless expressly stated otherwise in the SCA.
6.3 Minimum prize pool. The portion of the Sponsored Competition Fee allocated to prize funding, as set out in the SCA, must not be less than USD $1,000 per Competition.
6.4 Payment timing. The full Sponsored Competition Fee is due upon execution of the SCA and must be received by McCarthy’s in cleared funds before the Competition is launched.
6.5 Payment method. Payment methods accepted by McCarthy’s may include bank transfer, credit card (where supported by McCarthy’s payment processor), and other methods McCarthy’s may make available. Sponsor is responsible for any processor fees, wire fees, or currency conversion costs charged by third parties on the Sponsor’s side.
6.6 Taxes (GST/HST and sales tax). Sponsored Competition Fees are exclusive of GST/HST, sales tax, value-added tax, and similar taxes. McCarthy’s will add such taxes to invoices where required by Applicable Law. The Sponsor is responsible for any taxes imposed in its own jurisdiction on payments made to McCarthy’s, other than taxes on McCarthy’s net income.
6.7 Withholding on Prizes (informational). Sponsor acknowledges that, where required by Canadian or other Applicable Law, McCarthy’s will deduct withholding tax at source on Prize payments to non-resident Winners (under Part XIII of the Income Tax Act (Canada) where applicable), and will issue T4A or equivalent tax slips to Winners. Prize amounts stated in the SCA are stated gross of any such withholding. The Sponsor has no further obligation in respect of these taxes once the Sponsored Competition Fee is paid.
6.8 Late payment. If any amount is overdue, McCarthy’s may (a) suspend or refuse to launch the Competition, (b) charge interest at the lower of 1.5% per month or the maximum rate permitted by Applicable Law, and (c) recover collection costs including reasonable legal fees.
6.9 No refunds. The Sponsored Competition Fee is non-refundable in full, including any portion notionally allocated to prizes that are not awarded, except where McCarthy’s expressly grants a credit in its sole discretion. This Section 6.9 is a material term of the commercial bargain.
6.10 Chargebacks. The Sponsor will not initiate a chargeback, payment reversal, or dispute against McCarthy’s in respect of any properly invoiced Sponsored Competition Fee. Any such action is a material breach and entitles McCarthy’s to immediately suspend the Sponsor’s account and void any active Competitions.
7.1 Compliance. Sponsor will comply with this Agreement, all applicable SCAs, the Master Terms of Service, the Acceptable Use Policy (incorporated into the Master Terms of Service), and Applicable Law.
7.2 Brand assets. Sponsor warrants that it owns, or holds all necessary licenses, consents, and authorizations to use and to permit McCarthy’s to display, every name, logo, trade mark, photograph, copy, video, dataset, document, and other content the Sponsor provides for use in the Competition (collectively, “Sponsor Brand Assets”).
7.3 License grant to McCarthy’s. Sponsor grants McCarthy’s a worldwide, royalty-free, sublicensable license to use, display, reproduce, and adapt the Sponsor Brand Assets solely as needed to run the Competition and to record, document, and case-study the Competition (including in McCarthy’s own marketing materials, with reasonable redaction of confidential commercial detail on request).
7.4 Accuracy. Sponsor warrants that information provided to McCarthy’s, and content provided for display to Participants, is accurate, complete, not misleading, and lawful.
7.5 No collusion. Sponsor will not, and will procure that its personnel, Sub-Sponsors, and External Judges will not: (a) participate in its own Competition; (b) cause any related person to participate; (c) accept any payment, gift, or benefit from any Participant; (d) bias judging based on factors not in the published criteria; or (e) communicate non-public Competition information to selected Participants.
7.6 Insider participation exception. Sponsor may run an internal or invitation-only Competition limited to its own employees or contractors, but only if (a) this is disclosed in the SCA, (b) the Competition is clearly labeled to Participants as internal, and (c) external Participants are not invited.
7.7 Good faith judging. Sponsor will recommend Winners in good faith and consistently with the judging criteria published in the SCA and to Participants.
7.8 No hiring guarantees. Sponsor will not represent, directly or indirectly, that participation, winning, or any other outcome on the Platform guarantees hiring, employment, or future engagement by the Sponsor or any Sub-Sponsor.
8.1 Disclosure. Sponsor must disclose to McCarthy’s, in the SCA, any Sub-Sponsor whose brand, funds, or content will appear in connection with the Competition, including the Sub-Sponsor’s legal name, contact information, and the nature of its involvement.
8.2 No platform interaction. Sub-Sponsors do not have accounts on the Platform and do not have direct contractual rights against McCarthy’s. All Sub-Sponsor interactions with the Competition occur through the Sponsor.
8.3 Sponsor responsibility. Sponsor is fully responsible for the acts and omissions of every Sub-Sponsor in connection with the Competition, including any failure by a Sub-Sponsor to deliver promised prizes, services, or benefits, any misrepresentation by a Sub-Sponsor, and any misuse of Sub-Sponsor or Sponsor brand assets.
8.4 No data access. Sub-Sponsors receive no Participant Data from McCarthy’s by default. If a Sponsor wishes to share Participant Data with a Sub-Sponsor, the Sponsor must do so itself after lawful export and consistent with Section 12, and the Sponsor remains responsible for that Sub-Sponsor’s handling of the data.
8.5 Sub-Sponsor indemnity. Sponsor will indemnify McCarthy’s against any claim arising out of the conduct of, or content provided by, a Sub-Sponsor, on the terms of Section 19.
9.1 Disclosure. Sponsor must disclose in the SCA the identity of each External Judge who will assess Submissions, and confirm that each External Judge has agreed in writing to (a) confidentiality obligations no less protective than those in this Agreement, (b) the published judging criteria, and (c) the anti-collusion and integrity rules in Section 7.5.
9.2 Sponsor responsibility for External Judges. Sponsor is fully responsible for the acts and omissions of each External Judge, including any breach of confidentiality, integrity failure, conflict of interest, or biased judging. McCarthy’s has no direct relationship with any External Judge and will enforce External Judge obligations only through the Sponsor.
9.3 Removal. McCarthy’s may require the Sponsor to remove any External Judge if McCarthy’s reasonably believes the External Judge has violated platform rules or has a material conflict of interest. The Sponsor will replace the External Judge or proceed with judging through another method approved by McCarthy’s.
10.1 Sponsor recommends, McCarthy’s confirms. At the close of each Competition, the Sponsor will recommend Winner(s) to McCarthy’s through the Platform, certifying that the recommendation was made (a) in good faith, (b) in accordance with the published judging criteria, and (c) without breach of Sections 7 or 9.
10.2 McCarthy’s confirmation. McCarthy’s will confirm Winners after performing, at its discretion: (a) sanctions screening of the recommended Winner(s); (b) review for evidence of integrity issues or material breach by the Sponsor; and (c) such other checks as McCarthy’s reasonably determines necessary.
10.3 Override and disqualification. McCarthy’s may disqualify a recommended Winner and require the Sponsor to recommend a replacement if McCarthy’s determines, on reasonable grounds, that the recommended Winner: (a) does not meet eligibility requirements; (b) violated Anti-Cheating rules; (c) is subject to sanctions; (d) was selected in breach of this Agreement; or (e) makes payout unlawful or commercially unreasonable. The Sponsor may not appeal a disqualification decision.
10.4 Replacement Winners. If a recommended Winner is disqualified, fails verification, or fails to claim the Prize within the required time, McCarthy’s may (a) require the Sponsor to recommend a replacement, (b) declare no Winner for that position and apply the unawarded amount as McCarthy’s revenue, or (c) take such other action as is reasonable in the circumstances. The Sponsor is not entitled to a refund of any unawarded Prize amount.
10.5 Final declaration. McCarthy’s declaration of Winners is final and is the public record of the Competition outcome.
11.1 McCarthy’s owns Submissions. Sponsor acknowledges that, upon submission, Participants assign all intellectual property rights in each Submission to McCarthy’s pursuant to McCarthy’s Submission Terms, with explicit waiver of moral rights to the maximum extent permitted by Applicable Law.
11.2 Sponsor does not automatically receive IP. The Sponsor does not receive any ownership of, or transferable license to, any Submission by virtue of this Agreement, the payment of any fee, or the running of the Competition. The Sponsor receives only the right to view Submissions and the limited Participant Data as set out in Section 12, for the limited purposes set out in that Section.
11.3 Use of Submissions in the Sponsor’s business. If the Sponsor wishes to use a specific Submission in its own business (for example, to deploy code, license content, or build on a participant’s deliverable), the Sponsor must enter into a separate license arrangement with McCarthy’s. McCarthy’s may grant or decline such a license, and the financial terms are not part of this Agreement or any standard SCA.
11.4 McCarthy’s reserved rights. McCarthy’s may use, license, modify, adapt, and exploit Submissions for any lawful purpose, including marketing, AI/ML training, public showcases, derivative works, and licensing to third parties, in each case subject to McCarthy’s Privacy Policy and the Submission Terms accepted by the Participant.
12.1 Export. After a Competition concludes, the Sponsor may, through the Platform’s export feature, access Participant Data for Participants who joined that specific Competition, including profile information, contact details, submission viewing rights, and (for Winners) sufficient information to enable lawful follow-up engagement.
12.2 Permitted purposes. Sponsor may use exported Participant Data solely for: (a) evaluating Participant skill, capability, and fit in connection with the Competition’s stated objective; (b) hiring or contracting with Participants for genuine, bona fide roles; and (c) internal record-keeping. Sponsor must not use exported Participant Data for any other purpose.
12.3 Prohibited uses. Sponsor must not, without separate written consent from McCarthy’s and from each affected Participant: (a) sell, license, or transfer Participant Data to any third party; (b) use Participant Data for mass marketing, advertising, or sales solicitation unrelated to the Competition; (c) enrich Participant Data by combining it with third-party data sources to build broader profiles; (d) use Participant Data to train any general-purpose machine-learning model; or (e) disclose Participant Data to any Sub-Sponsor or other third party.
12.4 Confidentiality. Sponsor will treat all Participant Data as Confidential Information and apply security measures reasonably designed to prevent unauthorized access, use, disclosure, or loss.
12.5 Retention. Sponsor will retain exported Participant Data only for as long as necessary for the permitted purposes and in any case no longer than twenty-four (24) months from the close of the Competition, unless (a) a separate agreement with the Participant (such as an employment or contractor agreement) provides for longer retention, or (b) a longer period is required by Applicable Law.
12.6 Deletion. Upon expiry of the retention period, request from McCarthy’s, or request from a Participant validly forwarded by McCarthy’s, the Sponsor will delete or anonymize the affected Participant Data and certify deletion in writing if requested.
12.7 Breach notification. Sponsor will notify McCarthy’s in writing without undue delay, and in any case within seventy-two (72) hours, of any actual or reasonably suspected unauthorized access, use, disclosure, or loss of Participant Data.
12.8 Cooperation. Sponsor will cooperate with McCarthy’s in responding to any Participant request to access, correct, or delete their data, and in any regulator inquiry concerning Participant Data.
12.9 Sub-processors. If Sponsor uses sub-processors (for example, applicant tracking systems) to process Participant Data, Sponsor must impose contractual obligations on those sub-processors no less protective than those in this Section 12.
12.10 Non-solicitation of other Sponsors’ Participants. Sponsor may not use Participant Data obtained in connection with one Competition to solicit Participants who joined a different Sponsor’s Competition. Sponsor may approach Participants who joined the Sponsor’s own Competitions and Participants who have separately and publicly indicated availability.
13.1 Definition. “Confidential Information” means non-public information disclosed by one Party to the other in connection with this Agreement that is identified as confidential, or that a reasonable person would understand to be confidential, including: Sponsor’s competition briefs, datasets, and pre-existing materials; McCarthy’s pricing, internal processes, and business practices; and all Participant Data.
13.2 Obligations. The receiving Party will (a) use Confidential Information only as needed to perform this Agreement, (b) protect it with the same care as it uses for its own confidential information and no less than reasonable care, and (c) not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than this Section.
13.3 Exclusions. Confidential Information does not include information that (a) was lawfully known to the receiving Party without confidentiality obligation before disclosure, (b) is or becomes public other than through breach of this Agreement, (c) is independently developed without reference to the disclosed information, or (d) is rightfully received from a third party without confidentiality obligation.
13.4 Required disclosure. If compelled by law or legal process, the receiving Party may disclose Confidential Information, provided that it gives prompt prior notice (where lawful) and cooperates with the disclosing Party’s efforts to limit or contest disclosure.
14.1 Mutual commitment. The Sponsor and McCarthy’s are jointly committed to the integrity of Competitions.
14.2 Sponsor cooperation. Sponsor will: (a) follow the published judging criteria; (b) report any suspected cheating, collusion, plagiarism, or fraud by Participants, External Judges, or any other person; (c) cooperate with McCarthy’s investigations; and (d) not interfere with McCarthy’s enforcement decisions.
14.3 McCarthy’s enforcement. McCarthy’s may, at its sole discretion: investigate suspected violations; suspend Competitions during investigations; disqualify Submissions or Participants; reverse Winner declarations made on the basis of fraudulent recommendations; and take any other action it deems necessary to preserve the integrity of the Platform.
14.4 AI-generated content. Submissions may incorporate AI-generated content. Participants are required to disclose use of AI tools. The fact that a Submission was created with AI tools is not in itself a violation; the Sponsor’s judging criteria should account for this.
15.1 Sponsor cannot cancel. Once an SCA is executed and the Sponsored Competition Fee is paid, the Sponsor may not cancel the Competition. McCarthy’s may, at its discretion, grant a credit toward a future Competition, but is under no obligation to do so.
15.2 No refunds. Without limiting Section 6.9, the Sponsored Competition Fee is non-refundable under any circumstance, including (a) low Participant interest, (b) the Sponsor’s change of business plans, (c) inability of the Sponsor to identify a desired Winner, or (d) the Sponsor’s dissatisfaction with the Submissions received.
15.3 Scope changes. If the Sponsor wishes to change the scope, timeline, or prize structure of a launched Competition, McCarthy’s may accommodate the change at its discretion, subject to (a) an executed amendment to the SCA, (b) payment of any additional fees, and (c) any communication to Participants McCarthy’s deems necessary.
16.1 Right to void. McCarthy’s may void, suspend, or refuse to launch a Competition if McCarthy’s reasonably believes that: (a) the Sponsor has breached this Agreement; (b) running the Competition would violate Applicable Law; (c) the Competition is being used to facilitate fraud, money laundering, sanctions evasion, or other unlawful conduct; (d) the Competition is materially misleading to Participants; or (e) running the Competition would expose McCarthy’s to significant reputational or legal risk.
16.2 Consequences. If McCarthy’s voids a Competition: (a) Participants will be notified; (b) any Prizes already paid stand; (c) any unpaid Prizes are forfeited unless McCarthy’s elects to pay them; and (d) the Sponsored Competition Fee is forfeited, except that McCarthy’s may, in its sole discretion, grant a credit against a future Competition.
16.3 Force majeure. Neither Party is liable for failure to perform caused by events beyond its reasonable control (including acts of God, war, sanctions, government action, internet or infrastructure outages, and pandemics). The Party affected will give prompt notice. If the event persists for more than thirty (30) days, either Party may terminate the affected Competition.
17.1 Term. This Agreement begins on the Effective Date and continues until terminated. The Agreement governs all Competitions run while it is in effect.
17.2 Termination for convenience. Either Party may terminate this Agreement for convenience on thirty (30) days’ written notice, provided that any then-active SCAs continue under this Agreement’s terms until completion.
17.3 Termination for cause. Either Party may terminate this Agreement immediately on written notice if the other Party (a) materially breaches the Agreement and fails to cure within fifteen (15) days of notice, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.
17.4 Suspension. McCarthy’s may suspend the Sponsor’s account or any active Competition, at any time, if McCarthy’s reasonably suspects breach, fraud, sanctions risk, chargeback, or harm to Participants or the Platform. Suspension is not a refund event.
17.5 Effect of termination. Termination does not entitle either Party to a refund except as expressly stated. Sections that by their nature should survive (including Sections 1, 6.7, 6.9, 11, 12, 13, 19, 20, 21, and 22) will survive termination.
18.1 Mutual representations. Each Party represents that (a) it has full authority to enter into this Agreement, (b) entry will not violate any other obligation, and (c) it will comply with Applicable Law.
18.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, McCARTHY’S DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
18.3 No guarantees. McCarthy’s does not guarantee: (a) the number, quality, identity, or skill of Participants; (b) the outcome of any Competition; (c) any commercial benefit to the Sponsor from running a Competition; (d) the absence of disputes; or (e) the availability of any specific Participant after the Competition.
19.1 Sponsor indemnity. Sponsor will defend, indemnify, and hold harmless McCarthy’s and its directors, officers, employees, contractors, and affiliates from and against any third-party claim, loss, damage, fine, or expense (including reasonable legal fees) arising out of or relating to: (a) Sponsor Brand Assets infringing or violating the rights of any third party; (b) any false, misleading, or unlawful statement made by the Sponsor or any Sub-Sponsor in connection with a Competition; (c) the acts or omissions of any Sub-Sponsor; (d) the acts or omissions of any External Judge; (e) the Sponsor’s misuse of Participant Data in breach of Section 12; (f) the Sponsor’s breach of Applicable Law; and (g) the Sponsor’s breach of this Agreement.
19.2 McCarthy’s indemnity. McCarthy’s will defend, indemnify, and hold harmless the Sponsor from and against any third-party claim alleging that McCarthy’s Platform technology (excluding Sponsor-provided content, Submissions, and Participant Data) infringes the third party’s intellectual property rights, subject to the Sponsor (a) promptly notifying McCarthy’s, (b) giving McCarthy’s sole control of the defence and settlement, and (c) cooperating reasonably.
19.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the claim, (b) give the indemnifying Party sole control of the defence and settlement (provided no settlement admits liability or restricts the indemnified Party without consent), and (c) reasonably cooperate.
THIS SECTION LIMITS MCCARTHY’S LIABILITY. PLEASE READ CAREFULLY.
20.1 Exclusions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT FORESEEABLE AND WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY.
20.2 Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL SPONSORED COMPETITION FEES PAID BY THE SPONSOR TO McCARTHY’S IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
20.3 Exceptions. The limitations in Sections 20.1 and 20.2 do not apply to: (a) the Sponsor’s payment obligations under Section 6; (b) either Party’s indemnification obligations under Section 19; (c) the Sponsor’s breach of Section 12 (Participant Data); or (d) liability that cannot be limited by Applicable Law.
21.1 Governing law. This Agreement is governed by, and will be construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
21.2 Informal resolution. Before commencing any formal proceeding, the disputing Party will give written notice describing the dispute and the requested resolution. The Parties will negotiate in good faith for at least thirty (30) days.
21.3 Mediation. If the dispute is not resolved through informal resolution, the Parties will attempt mediation in Toronto, Ontario, before a mediator agreed by the Parties, with mediation costs shared equally.
21.4 Arbitration. Any dispute not resolved through mediation will be finally resolved by binding arbitration administered in Toronto, Ontario, under the Arbitration Act, 1991 (Ontario), before a single arbitrator. The language of arbitration is English. The arbitration award is final and may be entered as a judgment in any court of competent jurisdiction.
21.5 Class action waiver. EACH PARTY AGREES TO BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
21.6 Equitable relief. Nothing in this Section prevents a Party from seeking interim injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property, Confidential Information, or other rights pending resolution of the dispute.
22.1 Entire agreement. This Agreement, together with any executed SCAs and the documents referenced in this Agreement, is the entire agreement of the Parties on its subject matter.
22.2 Amendments. McCarthy’s may amend this Agreement on at least fifteen (15) days’ written notice (including by email or in-platform notice). Continued use of the Platform after the effective date of amendments constitutes acceptance. If the Sponsor objects, the Sponsor’s sole remedy is to terminate this Agreement under Section 17.2.
22.3 Assignment. Sponsor may not assign this Agreement or any SCA without McCarthy’s prior written consent. McCarthy’s may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
22.4 Notices. Notices to McCarthy’s must be sent to support@mccarthys.ai with a copy to the registered address. Notices to the Sponsor will be sent to the corporate email address on file for the Sponsor account.
22.5 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
22.6 Waiver. No waiver is effective unless in writing. A waiver in one instance is not a continuing waiver.
22.7 Third-party beneficiaries. This Agreement does not create rights in any person other than the Parties, except that Sub-Sponsors and External Judges are bound by the Sponsor’s obligations to the extent the Sponsor has caused them to act.
22.8 Headings. Headings are for convenience only and do not affect interpretation.
22.9 Counterparts and electronic signature. This Agreement (and any SCA) may be executed in counterparts and by electronic signature, each of which is an original and which together constitute one instrument.
Manage invitation for competition.
You can successfully announced the winners.
Invite participants of for competition.
