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MINNESOTA’S BEST CONTEST

TERMS & CONDITIONS

(Updated April 19, 2024)
 

  1. Introduction. Star Tribune Media Company LLC (“Star Tribune”) is the sponsor of the Minnesota’s Best contest (the “Contest”), in which Minnesota consumers nominate and vote for their favorite companies in various categories of business. Contest winners in each category (each a “Winner”) will be designated as a first place (“Gold Level”) Winner, second place (“Silver Level”) Winner, or third place (“Bronze Level”) Winner for a given Contest year (each applicable year is a “Contest Year”). Star Tribune has created three certification marks (the Gold Level, Silver Level and Bronze Level certification marks), each of which (a “Certification Mark”) corresponds to the level at which a given Winner has been selected as a Contest winner in a given category and for a given Contest Year. With respect to each Certification Mark for which each Winner qualifies (each, a “Qualified Logo”), that Winner will be allowed to use the Qualified Logo in its advertising and promotions, subject to these Minnesota’s Best Contest Terms and Conditions (the “Terms & Conditions”).
     

  2. Terms and Conditions. These Terms & Conditions apply to any use of the Certification Marks and Qualified Logos. Star Tribune reserves the right to change these Terms & Conditions at any time by posting a new version at https://www.shopmnbest.com/terms-conditions (the “Official Terms & Conditions Page”), and the changed Terms & Conditions will apply to all uses of the Certification Marks and Qualified Logos from the date of such publication. It is the responsibility of each Winner to monitor the Official Terms & Conditions Page and to comply with any new or updated Terms and Conditions. Violations of these Terms and Conditions by a Winner could result in termination of the Winner’s right to use the Qualified Logo.
     

  3. Contest Timing and Announcements. Once the Winners for a given Contest Year are determined, Star Tribune will notify each Winner of its selection, and will let them know the date on which the Star Tribune will publicly announce the Winners for that Contest Year (the “Official Announcement Date”). If a Winner meets all requirements, they will be provided with the appropriate Qualified Logo. Winners are subject to a separate non-disclosure agreement (“NDA”) that is required as part of their information submission form that requires them to keep the fact that they have been selected as a Winner confidential until the Official Announcement Date, after which the Winners may publicize their selection of as a Winner and, if applicable, begin public use of the Qualified Logo for which they have qualified.
     

  4. Winners’ Rights. Subject to these Terms & Conditions:
     

    • Star Tribune agrees to provide each qualified Winner access to each Qualified Logo (“Access”); and
       

    • With respect to each such Qualified Logo, Star Tribune grants its consent (“Consent”) to Winner’s nonexclusive use of the Qualified Logo starting on the Official Announcement Date for the Permitted Purposes (as defined below), but only if Winner uses the Qualified Logo strictly in accordance with these Terms & Conditions.
       

    • Each Winner acknowledges that (A) Star Tribune has granted (and/or anticipates granting) other Winners similar access to the Certification Marks and consent to use the Certification Marks in connection with those other Winners’ advertising and promotional efforts, and (B) nothing in these Terms & Conditions in any way limits or restrains Star Tribune’s right to use, transfer, sell or assign any Certification Mark or to consent to the use of any Certification Mark by any third party (including but not limited to one or more other Winners).
       

  5. Logo Usage Requirements. With respect to each Qualified Logo, Winners must comply with the following “Logo Usage Requirements”:
     

    • No Winner (or any other person) may use any Qualified Logo for which that Winner does not qualify (for instance, by Contest Year, winner level or category).
       

    • Each Winner may use each Qualified Logo only in a manner that accurately indicates the place Winner finished in the applicable category(ies) in the applicable Contest.
       

    • Winner will not alter the Qualified Logo, whether by electronic means or otherwise by any means or methods now or hereafter known, and will use the Qualified Logo solely in the form in which Star Tribune has provided it. For clarity, and without limitation of the foregoing:
       

      • Winner will not change the color, shape, or content of the Qualified Logo;
         

      • Winner will use the Qualified Logo solely in the colors and formats prescribed by Star Tribune;
         

      • Winner will keep at least ¼ inch of clear space around the Qualified Logo; and
         

      • Winner will not combine the Qualified Logo with one or more other logos (for instance, Winner will not combine the Qualified Logo with any logo belonging to Winner).
         

  • At no time will Winner use the Qualified Logo in any of the following ways:
     

    • In any way that disparages Star Tribune or any Star Tribune Product (“Star Tribune Product” means any publication, product or service offered by Star Tribune, including but not limited to the Star Tribune newspaper (the “Newspaper”));
       

    • In any way that indicates or implies that Star Tribune, the Newspaper, or any other Star Tribune Product in any way endorses any person, product, service, or enterprise of any sort;
       

    • In any way that is likely to cause confusion, or to cause mistake, or to deceive (i) as to the affiliation, connection, or association of Winner with Star Tribune, the Newspaper or any other Star Tribune Product, or (ii) as to the origin, sponsorship, or approval of Winner’s goods, services, or commercial activities by Star Tribune, the Newspaper or any other Star Tribune Product; or
       

    • In any way that misrepresents the nature, characteristics, qualities, or geographic origin of Winner’s (or any other person’s) goods, services, or commercial activities.
       

(For clarity, the foregoing does not prohibit Winner from accurately reporting the results of the applicable Contest as the same pertain to Winner.)
 

  • Quality Standards. Each Winner must maintain the quality of the goods and services with which the Qualified Logo is used (including but not limited to all Winner Promotional Materials that incorporate the Qualified Logo) at or above the quality standards Star Tribune meets with respect to the goods and services Star Tribune provides using the Qualified Logo. “Winner Promotional Materials” means any self-promotional materials that Winner creates to advertise or promote its business.
     

  • Permitted Purposes. Provided that Winner complies with the Logo Usage Requirements and the Merchandise Restrictions (as defined below), Winner, commencing on the Official Announcement Date for any given Contest Year, may use each Qualified Logo as follows (collectively, the “Permitted Purposes”):
     

    • visually in any print, digital or television advertising campaign accurately promoting Winner’s results in the Contest;
       

    • on any sign or in-store item (e.g., a menu) accurately promoting Winner’s results in the Contest; or
       

    • on wearable items (e.g., shirts or hats) worn by Winner personnel or given away to customers free of charge and accurately promoting Winner’s results in the Contest.
       

  • Merchandise Restrictions. Each Winner must comply with the following restrictions (collectively, the “Merchandise Restrictions”). Winner may not use any Qualified Logo or other Certification Mark on (or incorporate any Qualified Logo or other Certification Mark into) any of the following:
     

    • any item that is sold or intended for sale by Winner (or any third party, including but not limited to any agent, representative or subcontractor of Winner) to any other person or entity;
       

    • any item (whether used or intended for use by Winner or any other person or entity) that is then-currently available for purchase via the Contest Website or otherwise from Star Tribune or a Star Tribune Merchandise Provider (“Star Tribune Merchandise Provider” means, at any given time, any entity then-currently designated by Star Tribune as a seller of Contest-related merchandise for winners (e.g., window clings, buttons, banners and plaques bearing a Certification Mark)); or
       

    • any item the creation, possession, or sale of which violates applicable law.
       

Without limitation of the foregoing, Winner may not use a Qualified Logo in any of the following ways:
 

  • on any item (e.g., a shirt or hat) that is sold to the public;
     

  • on any item (e.g., a shirt or hat) that is sold to another business.


6. Ownership of Certification Marks. With respect to each Certification Mark, each of the following apply:
 

  • Ownership. As between Winner and Star Tribune, Star Tribune is the owner of the Certification Mark. Winner agrees that (i) Winner will do nothing inconsistent with such ownership, and (ii) all use of the Certification Mark by Winner will inure to the benefit of and be on behalf of Star Tribune. Nothing in these Terms & Conditions gives any person any right, title, or interest in the Certification Mark other than the right to use each Qualified Logo in accordance with these Terms & Conditions.
     

  • Challenges Prohibited. Winner will not challenge or assist others in challenging (a) Star Tribune’s ownership of the Certification Mark, (b) Star Tribune’s exclusive rights related to the Certification Mark, (c) Star Tribune’s right to register the Certification Mark, (d) Star Tribune’s ownership of any registration related to the Certification Mark, (e) the validity of any such registration, or (f) Star Tribune’s right to restrict and otherwise control use by others of the Certification Mark.
     

  • Cooperation; Duty to Report. Winner will cooperate with Star Tribune to diligently protect each Certification Mark and agrees to promptly notify Star Tribune in writing of any unauthorized use, infringement, misappropriation, dilution, or other violation or infringement of each Certification Mark of which Winner becomes aware. If Winner believes that some third party is making any unauthorized use of any of a Certification Marks, Winner will take no action except to report such suspected unauthorized use to Star Tribune. Star Tribune may take whatever action it deems appropriate to investigate and abate any such unauthorized use. For clarity, Star Tribune will have the sole right and discretion to bring infringement actions, unfair competition proceedings, or other actions involving any Certification Mark (each, an “Action”). The Star Tribune will be entitled to retain the entire amount of any award arising from any Action. Winner will have no claim of any kind against Star Tribune based on, or arising out of Star Tribune’s handling of, or decisions concerning, any Action and/or the settlement or compromise of any Action.


7. No Warranties. Winner acknowledges that: (a) Star Tribune is providing each Qualified Logo to Winner on an “as is” basis without warranty of any kind; (b) Star Tribune has not prepared or modified the Qualified Logo to meet any specific requirements or specifications of Winner; and (c) Star Tribune makes no representations or warranties as to value, use, sale or other exploitation of the Qualified Logo by Star Tribune, Winner, or any third party.

 

8. Indemnification. Winner will fully indemnify, defend, and hold harmless Star Tribune, its affiliates and the respective officers, directors, employees, managers, agents, successors and assigns of Star Tribune and its affiliates from and against any and all liabilities, damages, claims, demands, causes of action, judgments, costs and expenses (including, without limitation, attorneys’ fees and costs) pertaining in any way to these Terms & Conditions or Winner’s use of each Qualified Logo or any Certification Mark, including without limitation, any suit based on or arising out of any claim by a third party alleging any matter that, if true, would constitute a breach by Winner of these Terms & Conditions.

 

9. Breach. If any Winner fails to comply with its obligations under these Terms & Conditions (including but not limited to a failure to comply with the Logo Usage Requirements), Star Tribune may terminate Winner’s rights under these Terms & Conditions immediately upon written notice to the defaulting Winner, in which event the Access and Consent are terminated and of no further force or effect, in which case that Winner must cease all use of each Qualified Logo and any use of any other marks or logos likely to create confusion with any Certification Mark.

 

10. Complete Agreement. These Terms & Conditions, along with the NDA and any documents submitted by Winner to Star Tribune in connection with a Contest (all of which constitute the “Applicable Agreement”), constitute the entire agreement between Star Tribune and each Winner with respect to the subject matter hereof, and supersede all previous proposals, both oral and written, and all prior negotiations, conversations or discussions between the parties related to the Contest and all other aspects of the Applicable Agreement.

 

11. Independent Contractors. In fulfilling their respective obligations under an Applicable Agreement, Star Tribune and Winner are each acting as independent contractors. Nothing in any Applicable Agreement is to be construed as making either the Star Tribune or any Winner the employee, agent, or legal representative of the other for any purpose whatsoever, and neither party has any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party.

 

12. Assignment. Winners do not have the right to assign, sublicense or otherwise transfer their rights and obligations under an Applicable Agreement without the prior written consent of Star Tribune, which Star Tribune may withhold in its sole discretion. Any prohibited assignment, sublicense or transfer will be null and void. These Terms & Conditions will be binding on, and inure to the benefit of, the Star Tribune’s and the Winners’ respective permitted successors and permitted assigns.

 

13. Unenforceability. If any of the terms of an Applicable Agreement are held by a court of competent jurisdiction to be illegal or unenforceable, the validity of the remaining terms will not be affected, and the illegal or unenforceable term is to be deemed replaced by a legal or enforceable term that comes closest to the intention underlying the illegal or unenforceable term.

 

14. Governing Law. The Applicable Agreement constitutes an agreement between the Star Tribune and each Winner, which will be governed by and interpreted and construed in accordance with the laws of the State of Minnesota (excluding its choice of law rules), and all causes of action relating to or arising out of the Contest and any Applicable Agreement must be brought in the State of Minnesota.

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