BIKETOWN DESIGN CHALLENGE OFFICIAL RULES

The following terms and conditions (the “Official Rules”) govern the submission of each entry (“Entry”) to the BIKETOWN Design Challenge (the “Competition”), sponsored by NIKE, Inc. (“Nike”) and Motivate International, Inc. (“Motivate”) and administered by Submittable Holdings Inc. (the “Administrator,” and collectively with Nike and Motivate, the “Sponsors”). The Official Rules incorporate by reference any additional terms specified at: www.BiketownDesignChallenge.co... (the “Competition Website”). By submitting an Entry, you agree to be bound by and comply with these Official Rules. THESE OFFICIAL RULES SUPERSEDE ANY OTHER RULES AND TERMS & CONDITIONS ON THE COMPETITION WEBSITE TO THE EXTENT OF A CONFLICT. THIS COMPETITION IS VOID WHERE PROHIBITED BY LAW. NO FEE OR PURCHASE IS REQUIRED TO PARTICIPATE.

COMPETITION DATES

The Competition begins February 14, 2018 and the deadline for submitting an Entry is March 7, 2018 at 8:00pm Pacific Time. Sponsors reserve the right to terminate, modify, or suspend the Competition and these Official Rules, for any reason, at any time, and without any liability.

ELIGIBILITY

Eligibility: This Competition is open only to individuals who are (1) legal residents of Oregon and presently residing in Oregon, and (2) aged eighteen (18) or older on the date of Entry (“Individual Participant”).

Teams: Individual Participants may elect to form a team (“Team”) of multiple people to submit an Entry. Each individual member of the Team (“Team Member”) must meet the eligibility requirements of an Individual Participant as set forth in these Official Rules and each Team Member must accept these Official Rules. The person who submits the Entry will be deemed as the Entry point of contact (“Team Leader”). Teams must list each Team Member. The Team Leader is responsible for submitting the Entry on behalf of the Team and is the contact for all communications between Sponsors and the Team. By submitting an Entry on behalf of the Team, the Team Leader represents and warrants that each Team Member has reviewed and accepts these Official Rules. A Team may not change its Team Members after the Entry has been submitted.

Student Athletes: You understand and agree that if you are, or may become, a student-athlete, you are responsible for your own eligibility and/or amateur stand­ing. You are aware of, and agree to comply with, all applicable rules, regulations, and bylaws of your state/territory/national associations, the National Collegiate Athletic Association (NCAA) and any other governing bodies that may be applicable to you. You understand the consequences of any failure to comply with such rules, including but not limited to, loss of your eligibility to participate in future athletic contests in any sport. Nike is not responsible or liable for your participation in this Competition resulting in your ineligibility as an amateur athlete.

General: Each Individual Participant and Team is referred to as “Entrant” or “you”. Each Entrant may submit more than one (1) Entry but only one (1) Entry may advance.

HOW TO ENTER

Submission Form: The Competition Website (www.BiketownDesignChallenge.com) includes further instructions and the required submission form (“Submission Form”) that you must follow and use to submit an Entry. Please ensure your Entry is complete and final before submitting it.

You may not revise your Entry once it has been submitted.

Account: As part of completing your Submission Form, you will provide registration information for Administrator’s platform (“Account”). You represent and warrant that all registration information associated with your Account is complete, accurate, and truthful.

Entries: As used herein, “Entry” includes all information and materials submitted through the Submission Form or otherwise submitted to Sponsors in connection with the Competition, including the submission content, original ideas, documents, drawings, graphics, or any other materials or information you submit.

The design portion of your Entry may be submitted as a .pdf or .jpg file and must be a combined maximum of 10MB or less. Entrants are responsible for any costs or expenses associated with preparing and submitting an Entry.

All Entries must be in English. By submitting an Entry, each Entrant represents and warrants that:

· the Entrant is not submitting any confidential, proprietary, or trade secret information and you understand that your Entry will not be treated as confidential by Sponsors;

· the Entrant is not submitting any content that contains software viruses, Trojan horses, worms, time bombs, bots or any other computer code or files that are designed to disrupt, damage, or limit the functioning of any software or hardware;

· the Entry is the original creation of the Entrant;

· Entrant owns the intellectual property in the Entry and/or Entrant has the right to license the Entry, including each portion thereof, to Sponsors without restrictions;

· the Entry does not, to your knowledge, violate any applicable law, statute, ordinance, rule or regulation, or any agreement with any third party; and

· the Entry does not, to your knowledge, infringe upon or violate intellectual property or publicity rights held by any third party.

Sponsor may disqualify any Entry that, in its sole discretion, violates these Official Rules.

JUDGING CRITERIA

Nike is seeking designs that represent the five quadrants of Portland (North, Northwest, Northeast, Southwest, and Southeast) (each a “Quadrant” and together the “Quadrants”).

Entries will be evaluated using at least the following criteria (“Judging Criteria”):

· Interpretation and clarity of the theme to the viewer.

· Creativity and originality of the depicted theme.

· Quality of artistic composition and overall design based on the theme.

· Overall impression of the design.

· Inspiration.

The following approaches are of less interest:

· Poor color or image quality.

· Sloppiness.

· Incomplete or poorly written submission materials.

Entries that include the following will not advance:

· Contains discriminatory images, content, or inspiration.

· Profane or offensive language.

· Contains third party copyrights, trademarks, content, or other images owned or controlled by a third party other than Entrant, unless sufficient permission has been granted to Entrant. For example, “Made in Oregon” or Nike’s Swoosh Design.

PHASES AND AWARDS

Phase One: A voting panel that may include Administrator, Nike executives, art and community leaders, and others will choose up to ten (10) Entries per Quadrant based on the Judging Criteria to potentially advance to Phase Two. Entrants who have been selected to potentially advance will be notified in or around April 2018. Advancing to Phase Two is contingent on eligibility verification (including presenting photo identification), your consent to, and Sponsors’ evaluation of, a background check, and your confirmation of compliance with these Official Rules (in the case of a Team, each Team Member is subject to this section).

Phase Two: Entries that advance to Phase Two (“Finalists”) will be posted publically. Each BIKETOWN member may cast a vote for one (1) Finalist Entry per Quadrant. Entrants may advocate publically for themselves but may not offer anything in exchange for votes. One (1) Finalist per Quadrant with the most votes from the BIKETOWN members will be selected as the potential winner. Potential winners will be notified in or around May 2018.

Award and Winners: One (1) winning Entry per Quadrant will be placed on ten (10) BIKETOWN bicycles based in the Quadrant that the Entrant’s art represents. Winning is contingent upon compliance with all requirements set forth in these Official Rules. Should BIKETOWN members select you as a potential winner, Nike will coordinate with you to determine the way your art will appear on the BIKETOWN bicycles. Your Entry may need to be wrapped in such a way that it looks different than your original Entry. Your Entry will also coexist with the Nike Swoosh on the bicycle. If Entrant and Nike cannot agree on how your Entry should appear on the bicycle, you will not become a winner and your Entry will not be used on a BIKETOWN bicycle. The Entrant with the next highest amount of BIKETOWN votes will then become a potential winner.

This is a voluntary competition of skill and innovation and no fee is required to enter. Whether or not your Entry is determined as a Winner depends on how your Entry compares to the other Entries submitted in the Competition when evaluated based on the Judging Criteria within the sole judgment of the Sponsors and the judging panel, and by BIKETOWN members in a vote. Sponsors’ decisions will be final and binding on all matters relating to this Competition.

NOTIFICATION AND PRIZE DISTRIBUTION

Sponsors will communicate with Entrants by the e-mail address provided in the Entry. If an Entrant cannot be contacted, is ineligible, or fails to claim an award, the award may be forfeited and an alternate Entrant may be selected from remaining valid, eligible entries timely submitted.

INTELLECTUAL PROPERTY RIGHTS

Entry Evaluation and License: By submitting an Entry, you agree to grant and hereby do grant to the Sponsors a non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable, world-wide license to use any information, concepts, inventions, approaches, designs, art, drawings, graphics, photographs, or materials arising from or contained, incorporated, or referenced in your Entry and any derivative thereof, whether or not protected by patent, trademark, or copyright or other intellectual property rights, for any purpose in connection with the Competition or a future competition including but not limited to judging, promoting, and documenting the Competition and wrapping the bicycles.

Your Information: By submitting an Entry, you consent to the use, by Sponsors and their affiliates, agents, and representatives, of your name, likeness, image, biographical information, award information (if an award winner), any trademarks or service marks, and any personal data submitted with your Entry, for any purposes related to the Competition or a future competition. For uses beyond the consent that you grant herein, you agree that Sponsors’ use of your personal data will be governed by the Privacy Policy posted on the Competition Website.

Sponsors’ Intellectual Property: You agree that nothing in the Official Rules grants you the right or license to use any intellectual property of a Sponsor, including without limitation a Sponsor’s trademarks or service marks.

PRIVACY

Sponsors may collect personal data about Entrants online, including, without limitation, through your Entry, in accordance with the Privacy Policy on the Competition Website or as otherwise described in these Official Rules. By participating in the Competition, you hereby agree to Sponsors’ collection and use of your personal information and acknowledge that you have read and accepted these Official Rules and the Privacy Policy on the Competition Website.

LIMITATION OF LIABILITY

You agree to release, indemnify and hold harmless, Sponsors and their respective affiliates, agents, representatives, officers, directors, shareholders, and employees (collectively, “Sponsor Entities”) from and against any injuries, losses, damages, claims, actions and any liability of any kind (including attorneys' fees) resulting from or arising out of your participation in, association with, or submission to the Competition (including any claims alleging that your Entry infringes, misappropriates, or violates any third party's intellectual property rights). Sponsor Entities are not responsible for any technical failures related to communication or submission failures, such as unavailable networks or server connections, or other failures related to hardware, software, viruses, or incomplete, late, or misdirected Entries. Any compromise to the fair, proper, and legal conduct of this Competition may result in the disqualification of an Entry, the termination of the Competition, or other remedial or legal action at the sole discretion of Sponsors.

IN NO EVENT WILL SPONSORS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE COMPETITION, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SPONSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

NO OBLIGATION

You acknowledge that multiple participants may submit Entries that contain designs, concepts, approaches, or technologies similar to your Entry and that the Sponsor, and/or its respective affiliates and business partners may already be investigating or developing designs or have business activities that are related to or similar to those disclosed in your Entry. You acknowledge and agree that a Sponsor's actions with respect to another Entry or one of its own solutions, investigations, or business activities, even if similar to your Entry, will not create any liability, of any kind, by Sponsor to you or others. Further, a Sponsor is not and will not be restricted in any way from pursuing, developing, or commercializing, in any way that it sees fit, independent of you and at its sole discretion, any design or technology that is created independent of your Entry. Participation in this Competition or acceptance of the award does not create an obligation on a Sponsor's part to enter into any business relationship with you. There is no offer of a license, royalty, or other financial compensation implied beyond the award described above.

APPLICABLE LAW

These Official Rules are governed by the law of the State of Oregon, without reference to rules governing choice of laws. Any action, suit, or case arising out of, or in connection with, this Competition or these Official Rules must be brought in either the federal courts located in the District of Oregon or the state courts located in Multnomah County, Oregon.

BY SUBMITTING AN ENTRY, YOU ARE ACCEPTING THE TERMS AND CONDITIONS STATED IN THESE OFFICIAL RULES, AGREEING TO BE BOUND BY THE DECISIONS OF THE SPONSORS, AND WARRANTING THAT YOU ARE ELIGIBLE TO PARTICIPATE IN THE COMPETITION AND HAVE ANY NECESSARY RIGHTS TO DO SO. IF YOU CAN NOT ACCEPT THESE OFFICIAL RULES, DO NOT SUBMIT AN ENTRY TO THE COMPETITION.