THIS AGREEMENT IS MADE BETWEEN:
(1) David Jockel, David Burgess and Jack O’Hern (“the Event Organisers”);
(2) The individual whose name, address and contact details are specified in the individual’s application for this event (referred to as “the Rider”)
(A) Words and phrases defined in clause 1.1 below shall have the same meanings in these Recitals.
(B) The Event Organisers own or control all rights in and to the Event, and intend to stage and manage the Event.
(C) The Rider wishes to enter and participate in the Event.
(D) The Event Organisers have agreed to accept the Rider’s entry for the Event conditional upon the Rider entering into this Agreement and participating in the Event upon and subject to the terms and conditions of this Agreement (the “Terms of Entry”) and the Event Rules.
1.1 The following terms shall have the meaning set out below, unless the context otherwise requires:
1.1.1 “Commercial Partners” means any third party with whom a contract is lawfully concluded for the exploitation of the Commercial Rights;
1.1.2 “Commercial Rights” means any and all rights of a commercial nature connected with the Event including, without limitation, broadcasting rights, sponsorship rights, merchandising and licensing rights, ticketing rights, promotional rights, catering and hospitality rights, New Media rights and interactive games rights;
1.1.3 “Designated Starting Point” means the venue which the Event Organisers decide upon, and notify the Riders of, and is the place from which the Event shall commence;
1.1.4 “Designated Finishing Point” means the destination at which the Event is designated to finish;
1.1.5 “Effective Date” means the date of signature of this Agreement or the date thirty (30) days prior to the first day of the Event, whichever the earlier;
1.1.6 “Entry Fee” means the amount of £31.50;
1.1.7 “Event” means C2C2C ride from the Designated Starting Point to the Designated Finishing Point taking place on 28th June 2018;
1.1.8 “Event Director/s” means the person/s appointed by the Event Organisers as being responsible for the overall administration and management of the Event;
1.1.9 “Event Manual” means the manual set out in Schedule 1;
1.1.11 “Event Marks” means the event titles, words and logo(s) which are owned or controlled by the Event Organisers and which appear in Schedule 2;
1.1.12 “Event Rules” means the rules in respect of the Event as contained in the Event Manual and/or as notified by the Event Organisers to the Rider;
1.1.13 “Event Schedule” means the schedule of activities and events relating to and/or comprising the Event as set out in Schedule 3;
1.1.14 “Fundraising Rights” means those rights granted to the Rider (if any) pursuant to the Terms of Entry and/or the Event Rules;
1.1.15 “Intellectual Property Rights” shall mean all present and future right, title and interest in any trademarks, service marks, registered designs, utility models, design rights, copyright (including copyright in computer software, film, sound and photographs), database rights (including in relation to technical data and results), trade secrets and other confidential information, know-how, business or trade names (including internet domain names and e-mail address names) and all other intellectual and industrial property and rights of a similar or corresponding nature, whether registered or not or capable of registration or not and including the right to apply for and all applications for any of the foregoing rights and the right to sue for infringements of any of the foregoing rights.
1.1.16 “New Media” shall mean broadcasts via cellular mobile telecommunications systems on cellular telecommunications devices and/or the World Wide Web, as such technology is modified, developed or replaced from time to time;
1.1.17 “Officials” means the Event Organisers and other persons nominated by them;
1.1.18 “Payment Method” means payment via a merchant account system or via such other method as the Event Organisers may stipulate;
1.1.19 “Relevant Law” means all legislation, codes of practice, standards, guidelines and regulations (in each case having the force of law) together with all applicable regulations and rules (including the Event Rules) applicable to the Event and otherwise to the subject matter (whether obligations, goods or services) in question;
1.2 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate, unincorporated associations and partnerships.
1.3 References in this Agreement to clauses and schedules are to clauses and schedules to this Agreement.
1.4 References to any statute shall include references to such statute as it may after the date of this Agreement from time to time be amended, supplemented or re-enacted.
1.5 The headings in this Agreement are inserted for convenience only and shall not affect its construction.
1.6 The word “including” is not to be treated as a word of limitation.
2. Entry and participation
2.1 The Rider hereby agrees to enter and participate in the Event upon and subject to the Terms of Entry and the Event Rules.
2.2 For the avoidance of doubt, the Rider shall observe and abide in every respect by the Terms of Entry and the Event Rules and any decision of the Event Organisers (including any decision to prevent the Rider’s further participation in the Event.) Such decisions shall be binding on the Rider, who acknowledges that they shall not have the power to revoke or alter any such decisions.
3.1 The Event shall be named C2C2C or such other name as the Event Organisers shall notify to the Rider.
3.2 The Rider shall use their best endeavours to refer to the Event with the title in clause 3.1 above at all times and in particular during any performance of the obligations set out in clause 6.1.
4. Entry Donations
4.1 In consideration of the acceptance of the Rider’s entry to participate in the Event by the Event Organisers, the Rider agrees to pay the Entry Donations. Such Donations shall be paid on the date the Rider signs up to the Event (unless otherwise agreed by the Event Organisers) via the Payment Method or by such other means as specified by the Event Organisers.
4.2 For the avoidance of doubt, failure to pay the Entry Donation in full by the date specified in clause 4.1 shall entitle the Event Organisers to disqualify the Rider and their Team from participation in the Event.
5. Obligations of the Event Organisers
5.1 The Event Organisers represent, warrant and undertake:
5.1.1 that they have and will continue to have full right and title and authority to enter into this Agreement and to accept and perform the obligations imposed on them under this Agreement;
5.1.2 to use all reasonable endeavours to organise, manage and stage the Event;
5.1.3 without prejudice to clause 5.1.2, to use all reasonable endeavours to organise the Event Schedule and provide a copy of the Event Schedule to the Rider on or before the commencement of the Event. The Event Organisers will also notify the Rider as soon as practicable of any updates or amendments to the Event Schedule;
5.1.4 that, subject to clause 7, they shall grant the Rider a non-exclusive royalty-free licence to use the Event Marks solely in connection with the Fundraising Rights and/or promoting the Rider as an entrant of the Event to prospective sponsors and for the duration the Event; and
5.1.5 that they own or control the Event Marks and shall take all measures they consider reasonable to protect their rights in the Event Marks from infringement by any third party.
6. Obligations of the Rider
6.1 The Rider hereby represents, warrants and undertakes that (at their sole expense where relevant and unless otherwise specified):
6.1.1 they have, and will continue to have, full right and title and authority to enter into this Agreement and to accept and perform the obligations imposed on them hereunder;
6.1.2 they are or will be 18 years of age or older as at the Effective Date;
6.1.3 all statements made in the Rider’s application form or otherwise are true and accurate, including statements relating to the prior cycling experience of the Rider. The Rider acknowledges and accepts that the Events Organisers have relied upon these statements in allocating the Rider a place in the Event;
6.1.4 they are in good health and know of no reason, physical or mental, why they could be unable to participate in the Event and engage in the activities comprised therein or would otherwise be advised by a competent medical professional not to engage in the Event;
6.1.5 they shall be present at the Designated Starting Point ready to commence participation in the Event on 28th June 2018;
6.1.6 they shall not do anything or permit anything to be done which might adversely affect the Commercial Rights or the value of the Commercial Rights;
6.1.7 they shall observe and comply with, in addition to the Terms of Entry and the Event Rules, all Relevant Laws and any other directions, codes of practice or guidelines imposed by national law or any competent authority applicable to the Event;
6.1.8 they shall promptly observe and comply with all reasonable instructions, directions or regulations issued by or on behalf of the Events Organisers including those relating to the organisation, staging, safety and image of the Event;
6.1.9 they understand the necessity to take out all relevant insurance at their sole expense in order to participate in the Event and that they will be solely responsible for obtaining and maintaining the currency of all and any such insurance which may be necessary to cover all relevant risks of their participation in the Event;
6.1.10 they are solely responsible for ensuring both the fitness for purpose of the bicycle, helmet, clothing and other equipment provided by the Rider for the duration of the Event;
6.1.11 It is the rider’s responsibility to make their own way to the start point of the event and people using any car parking offered do so at their own risk and the event organisers cannot accept any liability for any loss or damage incurred to vehicles or cycles
6.1.12 they shall ensure that they do not make any defamatory or derogatory statements or take part in any activities which are or might be derogatory or detrimental to the reputation, image or goodwill of the Event Organisers, the Event or any Commercial Partner; and
6.1.13 they acknowledge the importance of co-operating with the media to obtain maximum coverage and exposure for the benefit of the Event and agree to co-operate with all reasonable requests of such nature by the Event Organisers and/or any broadcaster or other Commercial Partner of the Event.
7. Intellectual Property
7.1 In consideration of the acceptance of the Rider’s entry to participate in the Event, the Rider hereby acknowledges and agrees that all Intellectual Property Rights arising from and in relation to the Event including its name, logotype, format and films and photographs of the Event shall be exclusively vested in the Event Organisers.
7.2 The Rider further acknowledges and agrees that they shall not obtain any right in the Intellectual Property Rights arising from or in relation to the Event by virtue of its entry or otherwise, and they will do nothing to damage the Event Organisers rights set out in clause 7.1.
8. Commercial rights
8.1 Without prejudice to clause 7, the Rider acknowledges that the Event Organisers will be seeking to maximise the income from the exploitation of the Commercial Rights for the Event by entering into a number of agreements and arrangements with Commercial Partners. The Rider undertakes to co-operate with the Event Organisers and the Commercial Partners in order to protect the Commercial Rights and in particular the Rider agrees that, unless agreed in writing by the Event Organisers and save as permitted by the Fundraising Rights granted to the Rider:
8.1.1 the Rider will not assert any claim to use, sell or exploit any of the Commercial Rights in connection with the Event and the Rider will not develop or acquire any rights in relations to the Event which are similar to or compete with the Commercial Rights;
8.1.2 the Rider will not during the Event, directly or indirectly allow his or her name, image or likeness to be used in an advertising or endorsement or for any commercial purpose which involves a direct or indirect association with the Event and/or seeks to exploit (whether implicitly or explicitly) any connection therewith;
8.1.3 no use shall be made by the Rider of the description of a product or service as being the “Official” product or service of the Rider’s participation in the Event;
8.1.4 the Rider may film all or any part of the Event provided that:
(a) not more than one video camera shall be used in making the film, and the cameraman observes all directions as to filming made by the Event Organisers;
(b) not more than one additional copy is made of that film;
(c) the film is made and used only for private use and that no part of the film is exhibited or distributed or otherwise exploited in any format whatsoever to any public or private audience or for any other broadcast of whatever nature. Any Rider who makes such a film pursuant to this clause hereby assigns with full title guarantee to the Event Organisers all rights of any nature whatsoever in perpetuity including copyright in any such film.
9. Media Rights
9.1 The Rider undertakes on behalf of themselves and any other persons associated with the Rider that they hereby consent in perpetuity and on a royalty-free basis to:
9.1.1 the use of their names, initials, nicknames, signatures, photographs, likenesses, voices, quotations, biographical details, fame and reputation, the name and photograph of the Rider, the names and logotypes of the sponsors and suppliers who appear on the Rider’s clothing and equipment:
9.1.2 in all contexts;
9.1.3 in all media (including New Media) now known or hereafter devised, including, without limitation, theatrical exhibition in cinemas, all forms of television and radio broadcasts, all print media (including, without limitation, all consumer and trade magazines and catalogues, newspapers and other periodicals), posters, banners, street vision monitors, airliners and ships, in-store ads and all other point of purchase advertising and promotional materials, train and bus wraps, mobile phones, direct mail, billboards, and internet sites,
9.1.4 for all advertising, promotion, endorsement, broadcast, merchandising and/or gaming purposes of the Event Organisers, the Commercial Partners and any other approved third parties at the discretion of the Event Organisers.
9.2 For the avoidance of doubt, the Rider shall have no right to approve the use of the rights licensed under this clause 9.
10.1 The Event Organisers shall have the right at any time to terminate this Agreement immediately by giving written notice to the Rider in the event that the Rider:
10.1.1 has committed a material breach of any obligation under this Agreement which breach is incapable of remedy or cannot be remedied in time for the Event;
10.1.2 has committed a material breach of any of their obligations under this Agreement and has not remedied such breach (if the same is capable of remedy) within seven (7) days of being required by written notice so to do;
10.1.3 enters into any arrangement with their creditors and/or suffers any event of bankruptcy, save in circumstances which are approved by the Event Organisers.
10.2 The Event Organisers shall have the right to terminate this Agreement by providing fourteen (14) days’ notice in writing to the Rider in the event that it no longer wishes, or is no longer able, to stage the Event.
10.3 Without prejudice to any rights which the Event Organisers may have whether pursuant to this Agreement or otherwise, if the Rider defaults on or is in breach of any of their obligations hereunder and fails to remedy such default or such breach forthwith upon notice from the Event Organisers stipulating the same, the Event Organisers may intervene (at the sole cost of the Rider, who shall indemnify the Event Organisers from any liability in respect of such costs) in the carrying out of any obligation of the Rider to ensure its proper and timely performance.
11. Force majeure
11.1 A party (the “Affected Party”) shall not be held liable or deemed to be in default under this Agreement for any failure to perform its obligations if such failure results directly or indirectly from circumstances beyond the Affected Party’s reasonable control (“Force Majeure”). Force Majeure includes but is not limited to strikes, lock-outs, civil warfare, flood or fire damage, environmental calamity, inclement weather, acts of God, legal enactment, governmental order, regulatory enactments and/or orders, imposition of sanctions by a country against the territory where any part of the Event is to held that adversely affects the staging of the Event, any action taken by a governmental or public authority of any kind (including not granting a consent, exemption, approval or clearance), epidemic and disease, civil strife, terrorism (threatened or actual), and war. Subject to clause 11.2, the Affected Party must continue to perform its other obligations to the extent that they are not affected by the Force Majeure and must use all reasonable endeavours to overcome or remove the Force Majeure as quickly as possible.
11.2 If any event of Force Majeure delays or prevents the performance of the obligations of either party for a continuous period of fourteen (14) days, the party not so affected shall then be entitled to give notice to the Affected Party to terminate this Agreement with immediate effect without penalty. Such a termination notice shall be irrevocable except with the consent of both parties.
12. Acknowledgement of risk
12.1 The Rider recognises and acknowledges that participating in the Event is a potentially dangerous activity. Additionally, the Rider is fully aware and acknowledges that all cycling and accordingly participation in the Event involve serious risk of harm, including, but not limited to, risks of accident, serious bodily injury, including death, broken bones, head injuries, trauma, pain, fatigue, dehydration and suffering and property damage. The Rider additionally acknowledges and accepts full responsibility for checking and maintaining all equipment in their possession for the duration of the Event to ensure its safe use (including by way of example, wheels, brakes, tyres and cycle helmet).
12.2 In recognition of these facts, and for the consideration set out in this Agreement, the Rider elects voluntarily to enter into this Agreement and assume all risks of loss, damages, injury or death that may be sustained, and the Rider will participate in the Event in accordance with this Agreement entirely at their own risk.
12.3 Save in the event of any negligent or willful act or omission on the part of the person or entity concerned, none of the Event Organisers, any Official or any of their respective officers, agents or employees, shall be liable to any Rider for death or personal injury, damage to property or other loss or damage of any nature whatsoever suffered by the Rider whether arising from participation in the Event or otherwise.
12.4 Under no circumstances shall the Event Organisers be liable for any actual or alleged indirect loss or consequential loss howsoever arising suffered by the Rider including, but not limited to, loss of profits, anticipated profits, savings, business or opportunity or loss of publicity or loss of reputation or opportunity to enhance reputation or any other sort of economic loss.
12.5 Except where expressly provided in this Agreement, the Rider undertakes to the Event Organisers to be liable for any death or personal injury to third parties, damage to property or any other claims, losses, costs (including, without limitation, all reasonable legal costs) or demands arising out of any negligent or willful act or omission of the Rider during the Event, whether arising from participation in the Event or otherwise.
12.6 The Rider undertakes and agrees that they will irrevocably indemnify and hold the Event Organisers harmless from and against all costs and expenses (including reasonable legal costs), actions, proceedings, claims, demands and damage arising from a breach of the Rider’s representations, warranties or undertakings contained herein or arising from the acts or omissions of the Rider, respective officers, employers, agents or sub-contractors.
12.7 Notwithstanding clause 6.1.12, the Rider shall take out death, accident and health insurance for himself. A copy of such insurance policies shall be provided to the Event Organisers at any time upon request.
13. Power to make rules and other provisions
13.1 The parties recognise that given the nature of the Event, issues may arise in relation to the Event that were not foreseen and therefore are not specifically addressed in the Terms of Entry or the Event Rules or that would have an unintended result if made subject to the Terms of Entry and the Event Rules without modification. The parties further recognise that it is in the best interests of the Event, and of all the participants in the Event, that such issues be addressed as quickly and effectively as possible.
13.2 In consequence of the recognitions set out in clause 13.1, the Rider agrees that the Event Organisers shall have the right, exercisable unilaterally from time to time before and/or during the Event:
13.2.1 to supplement or amend the Terms of Entry and/or the Event Rules (and, if applicable, the Event Schedule);
13.2.2 to resolve any queries that arise in relation to the proper interpretation and application of the Terms of Entry and/or the Event Rules; and
13.2.3 to issue directions as to the conduct of the Event, including the conduct of Riders, the contents of the Event Manual and the preservation of the value of the Commercial Rights.
13.3 During the Event itself, the Event Organisers may delegate the right conferred by clause 13.1 above to one or more designees including any Official or any other person appointed by the Event Organisers.
13.4 The Rider agrees that any amended and supplemental Terms of Entry or Event Rules and any directions made pursuant to this clause 13 shall become binding upon the Rider immediately upon communication to them and shall be deemed to be included in the Terms of Entry or the Event Rules (as applicable) for the purposes of this Agreement.
13.5 Decisions made pursuant to this clause to amend or supplement the Terms of Entry or Event Rules or to issue directions shall be final. Any such decisions or directions shall be posted on the C2C2C website and communicated to the Rider via email. In the event that the Event Organisers make a decision/provide a direction under this clause whilst the Event is in progress, it shall use all reasonable endeavours to communicate this to the Rider as soon as practicable following the issue of the decision/direction. No challenge shall be made by the Rider to any such decision.
14. Dispute resolution
14.1 All disputes, issues or complaints regarding the Rider’s participation in the Event shall be referred to the Event Organisers for determination as soon as practicable thereafter. For the avoidance of doubt, all determination, decisions and directives of the Event Organisers shall be final.
14.2 Without prejudice to the generality of the Event Organisers’ powers under clause 14.1, the Event Organisers shall be entitled to impose any or all of the following:
14.2.1 suspension or expulsion from the Event (including, for the avoidance of doubt, in the event that the Rider’s riding ability does not, in the reasonable opinion of the Event Organisers, reflect that stated in their application),
14.2.2 adjudication on whether there has been a breach of the Terms of Entry or the Event Rules or upon whether an event constitutes an event of Force Majeure for the purposes of clause 11.1.
15. Announcements and confidentiality
The Rider will not make or permit to be made any public announcement(s) in relation to this Agreement without the prior consent of the Event Organisers nor (save as required by law) disclose to any third party an information concerning the terms or subject matter of this Agreement from the date hereof.
16. Points of contact
16.1 The principal point of contact for each party (unless the other party is notified otherwise in writing) shall be as follows:
The Event Organisers: Email: Lincsc2c2c@gmail.com
The Rider: see details of individual as set out in the Rider section of the execution page
16.2 The Rider acknowledges and agrees that they are not entitled to rely on any representation, authorisation or decision of the Event Organisers unless made by the principal point of contact (or their designated replacement) set out at clause 16.1 above.
17.1 The parties agree that all notices under this Agreement shall, unless otherwise notified, be served on the following addresses:
For the Event Organisers: marked for the attention of Event Organisers C2C2C, c/o The Wright Vigar Charitable Trust, Newland, Lincoln
For the Rider: see details of individual as set out in the Rider section of the execution page
17.2 All notices shall be in writing and may be delivered personally, by email or by first class pre-paid post and shall be deemed to be properly given or served:
17.2.1 two working days after being sent to the intended recipient by pre-paid post addressed as aforesaid or, if sent by international airmail, five working days after being sent to the intended recipient; or
17.2.2 if sent by email, on receipt of confirmation of successful transmission or if not a working day the first working day thereafter.
18.1 In the event that the Rider determines in advance of the Event that, for whatever reason they no longer wish or are no longer able to participate in the Event, they will not be entitled to a refund in respect of the Entry Donation they have already paid.
19.1 The granting by the Event Organisers of any time or indulgence in respect of any breach of any term of this Agreement by the Rider shall not be deemed a waiver of such breach and the waiver by the Event Organisers of any breach of any term of this Agreement by the Rider shall not prevent the subsequent enforcement of that term nor be deemed a waiver of any breach by the Event Organisers.
19.2 This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and shall supersede any prior agreements, representations or understanding between the parties, whether written or oral.
19.3 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, but all of which when taken together shall constitute one and the same Agreement.
19.4 All rights, remedies and powers conferred upon the parties are cumulative and shall not be deemed to be exclusive of any other rights, remedies or powers now or subsequently conferred upon them by law or otherwise.
19.5 Should any term of this Agreement be considered void or voidable under any such applicable law, then such terms shall be served or amended in such a manner as to render the remainder of this Agreement valid or enforceable.
19.6 This Agreement may only be modified or any provision waived if such modification or waiver is in writing and signed by a duly authorised representative of each party.
19.7 In respect of any date or period mentioned in any clause of this Agreement time shall be of the essence.
19.8 A person who is not a party to this Agreement shall not have any rights or remedies pursuant to it.
19.9 Nothing in this Agreement shall be deemed to constitute a joint venture, partnership or relationship of agency or employment between the parties.
19.10 The Rider shall not be permitted to assign any of its rights or obligations under this Agreement without the prior written consent of the Event Organisers.
20. Governing law
This Agreement shall be governed by and construed in accordance with English/Welsh law and the parties hereby submit to the exclusive jurisdiction of the English/Welsh Courts with regard to any claims relating to or in connection with this Agreement.
For the avoidance of doubt:
Any defined words contained in this Event Manual shall have the same meaning and interpretation as set out in the Rider Entry Agreement; and The Event Manual (including the Event Rules) will be amended and updated from time to time and it is the right of the Event Organisers to do this. All amendments and updates will be displayed on the C2C2C website at www.c2c2c.co.uk and it shall be the responsibility of Riders to regularly check such website in order to inform themselves of any relevant amendments and updates.
C2C2C Event Marks
Pre-Ride Registration and Briefing
Start at Lincoln Rugby Club, Longdales Park, Lodge Lane Nettleham, Lincoln (unless otherwise stipulated)
Stage 1 - Lincoln to Hemingby
Stage 2 - Hemingby to Chapel Point
Stage 3 - Chapel Point to Hemingby
Stage 4 - Hemingby to Lincoln
Finish at Lincoln Rugby Club, Longdales Park, Lodge Lane Nettleham, Lincoln (unless otherwise stipulated)
Follow us now on the C2C2C2 twitter account @LincsC2C2C
Contact us Lincsc2c2c@gmail.com