1. Term. These Terms shall apply immediately upon your submission to True Calling of the Application and shall continue for as long as the Grant Program is in effect (the “Term”).
2. Grant Program. You acknowledge and agree that any and all decisions relating to the Grant Program shall be at True Calling’s sole discretion, including, without limitation, the selection of recipients of any grants or awards; your submission of the Application shall not entitle you to anything other than as set out in these Terms.
3. Representations and Warranties. By submitting the Application, you represent and warrant:
(a) you are (or are an authorized agent of) the owner of any and all rights connected to any materials that form part of the Application, including, without limitation, any copyright(s) or trademark(s) in such materials;(b) you have the right, authority and legal capacity to grant the rights granted hereunder and to enter into this Terms; (c) the information contained in the Application (and any related documents) is true and correct; and(d) you will defend, indemnify and hold True Calling and its employees, agents, successors, licensees and assigns, harmless from and against any and all claims, damages, liabilities, losses or expenses (including reasonable attorney’s fees and costs) which True Calling may suffer or incur arising out of or in connection with the breach by you of any of the representations and warranties set forth herein.
4. License. You hereby grant to True Calling a non-exclusive license to use the Application and any materials contained therein for the purpose of reviewing the same with its employees, contractors, affiliates and representatives and deciding whether True Calling, in its sole-discretion, wishes to select your application in connection with the Grant Program. You agree that the granting of the aforementioned license and any other terms or conditions herein shall not obligate True Calling to use your application in any manner whatsoever or otherwise create any obligations of True Calling in connection with the Application, the Grant Program and you.
5. Release of Liability. You hereby forever release and discharge True Calling from any and all actions, causes of actions, claims and demands in connection with the Application and the Grant Program which you had or which you can, shall, or may have for, or by any reason, or arising out of any cause, deed, matter, thing, omission or otherwise, whatsoever and howsoever existing up to the end of the Term.
6. Relationship with True Calling. Nothing herein contained shall be construed to create a joint venture or partnership between you and True Calling, nor shall you be authorized to act as agent or legal representative of True Calling, be responsible for any debts or losses of True Calling, or to otherwise incur any obligations, liabilities or responsibilities on behalf of True Calling. Furthermore, you shall not represent or hold yourself out as a subsidiary or employee of True Calling.
7. Severability. The invalidity, illegality or unenforceability of any portion or provision of these Terms or the occurrence of any event rendering any portion or provision of these Terms void shall in no way affect the validity or enforceability of any other portion or provision of these Terms. Any void portion or provision shall be deemed severed from these Terms and the balance of these Terms shall be construed and enforced as if these Terms did not contain the particular portion or provision held to be void.
8. Governing Law. These Terms shall in all respects be governed and construed in accordance with the laws of the Province of British Columbia, Canada applicable to contracts entered into and fully performed therein.