The following rules, terms and conditions (“Official Rules”) govern your entry to and participation in the Snowflake Startup Challenge (“Contest”). Your participation and submission of a contest entry constitutes your acceptance of, and agreement to be bound by, these Official Rules. If you agree to these Official Rules on behalf of a Startup (defined in Section 3.1 below), you represent and warrant that you have the authority to bind the Startup to these Official Rules and your agreement to these Official Rules will be treated as the agreement of such Startup. In that event, unless otherwise indicated, “you” and “your” refer herein to that Startup. 

NO PURCHASE OR PAYMENT NECESSARY. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. THE CONTEST IS SUBJECT TO ALL APPLICABLE LAWS AND VOID WHERE PROHIBITED.

SPONSOR MAY MAKE CHANGES TO THESE TERMS AND CONDITIONS AT ANY TIME IF IT BECOMES NECESSARY FOR SPONSOR TO DO SO. SPONSOR WILL ENDEAVOR TO PROVIDE AS MUCH NOTICE AS POSSIBLE OF ANY SUCH CHANGES ON THE CONTEST SITE OR IN OTHER APPROPRIATE MESSAGING.  

1. SPONSOR. The sponsor of the Contest is Snowflake Inc. (address for various offices published at https://www.snowflake.com/legal/snowflake-contracting-entities/) (together with its subsidiaries, “Sponsor” or “Snowflake”).

2. DATES AND TIMELINE. Snowflake’s computer will be the Contest’s official clock, and all times are provided in Pacific Time. The Contest begins on October 3, 2024 at 10:30 AM Pacific Time (PT) and ends upon the conclusion of Snowflake’s 2025 Summer Summit (“Summit”) (the “Contest Period”). The Contest Period is comprised of the submission period followed by three (3) rounds of judging, as further described below. Before the start of each period or round, the Sponsor reserves the right to postpone or modify the start or end date of that period or round. 

2.1 Submission Period. The “Submission Period” begins on October 14, 2024 at 10:30 AM Pacific Time (PT) and ends on March 1, 2025 at 11:59 PM PT. Please see Section 4 (How to Enter) for further information on the submission process.

2.2 Judging Period. The “Judging Period” begins on March 2, 2025 at 12:00 AM PT and ends upon conclusion of the Summit. Please see Section 10 (Criteria and Selection) for further information on each round of the Contest.

(a) Round 1. Round 1 of the Contest begins on March 2, 2025 at 12:00 AM PT.  Up to ten (10) semi-finalists will be announced by April 9 at 11:59 PM PT.

(b) Round 2. Round 2 of the Contest begins after the semi-finalists are announced, but no later than April 10, 2025 at 12:00 AM PT.  Three (3) finalists will be announced by May 1, 2025 at 11:59 PM PT.  

(c) Round 3. Round 3 of the Contest begins at the start of the Summit and ends at the conclusion of the Summit. The Summit will take place at a date following Round 2, to be announced. 

3. ELIGIBILITY.

3.1 Eligible Startup. The Contest is only open to valid entities (each, a “Startup”) that: (a) if in the United States, are C corporations or LLCs, and if outside the United States, are equivalent entities in the jurisdictions that the Startups were formed and/or incorporated; and (b) are in good standing and in compliance with all applicable laws, regulations, rules, and ordinances (collectively “Laws”) in each jurisdiction in which they were formed and/or incorporated, and are operating and are permitted by the Laws of each such jurisdiction to enter and compete in this Contest. In addition, to be eligible to enter the Contest, the Startup must, as of the entry date and through the date the Winner is announced: (i) have raised no more than $5 million USD in cash funding; (ii) have not received any cash funding through the sale of equity securities of the Startup, including through a Series A or other priced round of funding; (iii) have not received any valuation as a result of an equity financing; or (iv) meet the additional requirements in Section 5 (Entry Requirements).  

3.2 Ineligible Persons and Entities. The following persons and entities are not eligible to enter the Contest:

(a) individuals and sole proprietorships;

(b) entities organized or governed under the laws of: (i) Quebec or Brazil; and (ii) Cuba, Iran, North Korea, Sudan or Syria, or any country or territory that may, from time to time, become subject to U.S. export controls or designated as a country that is subject to a general prohibition on U.S. persons engaging in financial and/or export transactions, or entities on any restricted or prohibited party list maintained by the U.S. Departments of Commerce, State and the Treasury;

(c) system integrators and professional services firms (collectively, “Managed Service Providers”), including subsidiaries of Managed Service Providers;

(d) employees of Snowflake, or of any Company involved in the development, administration, or judging of the Contest; and each of their respective directors, officers, affiliates, subsidiaries, advertising and promotion agencies, suppliers, representatives, agents, immediate family members and/or those living in the same household of each;

(e) entities that are managed or majority owned by individuals who: (i) are currently employed by Snowflake, or were employed as of October 3, 2023, or any of Snowflake’s direct or indirect wholly or majority owned subsidiary or affiliate companies, or any entity that may be acquired by Snowflake during the contest period; (ii) are immediate family (spouse, parents, siblings, or children) or household members of any of the employees or former employees listed in Section 3.2(e)(i); (iii) are a Contest Judge (defined in Section 9 below) or immediate family (spouse, parents, siblings, or children) or household members of a Contest Judge; (iv) are current employees of an entity in which Sponsor has invested and holds an ownership interest; (v) are professionally involved in the development or administration of the Contest; (vi) are on any restricted or prohibited party list maintained by the U.S. Departments of Commerce, State and the Treasury; or (viii) are residents of, or domiciled in:

• Quebec or Brazil;
• any country, state, province or territory where the laws of the United States or local law prohibits participating in a contest or receiving a prize in the Contest or a country where a prize cannot be awarded; 
• Cuba, Iran, North Korea, Sudan, and Syria; or 
• any country or territory that may, from time to time, become subject to U.S. export controls or designated as a country that is subject to a general prohibition on U.S. persons engaging in financial and/or export transactions.  

All potential winners are subject to eligibility verification before any prizes are awarded. See Section 7 (Verification) for further information. 

3.3 Eligible Representative. The Startup must appoint and authorize an individual (the “Representative”) to act and enter the Contest on its behalf. The Representative must be: (a) 18 years or older as of the date of the entry; (b)  above the age of majority in the state or jurisdiction where the Representative resides at the time of entry; and (c)  a director, officer, general manager, owner, or founder of the Startup. The designation of such individual will mean the Representative has been given and has full authority to bind the Startup to these Official Rules. For the avoidance of doubt, by submitting an Entry (defined in Section 4.1 below) to the Contest, each Representative represents and warrants that they are authorized to act on behalf of their Startup and that these rules are binding on the Representative, individually, and their Startup. Representative further warrants that: (i) their Startup has full knowledge of the Representative’s actions and has consented thereto; and (ii) such actions do not violate the policies and procedures of their Startup. 

All Startups and their Representatives are responsible for ensuring they are in compliance with any employment or other contract to which they are a party, including, for example, eligibility to participate in promotions and acceptance of prize awards. 

4. HOW TO ENTER. 

4.1 To enter the Contest, visit https://www.snowflake.com/startupchallenge (“Contest Site”) during the Submission Period and follow all posted instructions to submit information on how the Startup uses the Snowflake platform as a core part of the architecture of its application. This information, and the submission materials (including the App (defined in Section 5.1 below)) and presentation content (collectively, the “Entry”) must meet the requirements as described below and include elements reflected in Section 5 (Entry Requirements).

4.2 LIMIT ONE (1) ENTRY PER STARTUP. Each Startup (as represented by their designated Representative) is only permitted one (1) Entry into the Contest. Subsequent entries will be disqualified and will not be considered. Entries are void if they are in whole or part illegible, incomplete, damaged, altered, counterfeit, obtained through fraud, or late. All Entries will be deemed made by the authorized account holder of the email address submitted at the time of entry, and a potential winner may be required to show proof of being the authorized account holder for that email address. The “authorized account holder” is the natural person assigned to an email address by an Internet service provider, online service provider, or other organization responsible for assigning email address for the domain and must be the designated Representative of the Startup.

5. ENTRY REQUIREMENTS. 

5.1 Entry. In addition to the requirements in Section 4.1 above, a Startup’s Entry must include the following: (a) a complete company profile, including name, email address, phone number, and country of the Startup; and the names of the key team members and their roles in the Startup and in the Entry; (b) a brief description of the application that will be accessed and evaluated by Sponsor for technical vetting (the “App”); (c) a summary that describes the problem for which the App provides a solution, the competitive advantage of the Startup, and the size of the opportunity; and (d) a narrated demo video of up to five (5) minutes that is an on-screen recording in MP4 format showing the App in use by an end user. Once the Submission Period has ended, the Entry cannot be changed or updated. Entries submitted outside of the Submission Period are invalid and will not be considered. Incomplete Entries also are invalid and will not be considered. Entries cannot be acknowledged and will not be returned. Sponsor is not responsible for any errors, omissions, or failures in submission of any Entry or in the Startup not maintaining accurate contact information during the Submission Period.

5.2 Language. All Entries, including any oral presentations, must be in English.

5.3 Snowflake Account. To facilitate the development of the App, Sponsor is providing a free trial account to any Startup participating in the Contest. Startup must access the sign-up link (https://signup.snowflake.com/?trial=startup) available on the Contest Site and will be directed to accept the Self-Service Trial Terms: Self-Service On Demand Terms of Service (available for review at https://www.snowflake.com/legal/). Each trial account is provided with a $400 credit. 

6. ADDITIONAL REQUIREMENTS FOR ENTRIES. Each Startup is entirely responsible for its Entry, submission materials, and presentation content, in whole or in part. By submitting an Entry and participating in the Contest, the Startup represents and warrants that its Entry, submission materials, and presentation content: (a) do not contain any defamatory, offensive or otherwise inappropriate materials; (b) are original, not copied, in whole or in part, and are exclusively owned and gratuitously provided without any restriction or limitation on use; (c) do not infringe or misappropriate of any intellectual property rights or confidential or proprietary information of any third party; (d) do not contain any confidential or proprietary information of any entity or person, including the Startup; (e) do not contain any material that violates any privacy or publicity right of any person; (f) do not reflect any duty of attribution, or any compensation obligation; (g) do not contain any content that would violate any law, statute, ordinance, rule or regulation, or any agreement with another person or entity; (h) do not contain software viruses, Trojan horses, worms, time bombs, bots, or any other computer code or files that are designed to disrupt damage, impact, or limit the functioning of any software or hardware in any way; and (i) are not misleading, and must be true and accurate. Sponsor, in its sole discretion, reserves the right to remove the Entry, submission materials, and presentation content from the Contest Site, in whole or in part, for any violation of these Official Rules. 

7. VERIFICATION. During the Contest Period, the Sponsor, its agents and/or the Contest Judges will evaluate the Entry for the Startup’s compliance with these Official Rules and satisfaction of the minimum requirements for the Entry to be judged in the Contest. Sponsor reserves the right, in its sole discretion, to disqualify any Entry that it ascertains at any time does not meet the requirements for the Entry and these Official Rules during or after the Contest Period. Sponsor further reserves the right before awarding any prize, to have the Startup, through its Representative, execute a declaration (or affidavit) of compliance and agreement with these Official Rules, compliance with all applicable Laws, and/or confirmation of eligibility, the publicity release, and the copyright license in connection with any round of the Contest.

8. RIGHTS.

8.1 Intellectual Property of Startup. Subject to the licenses described below, any applicable intellectual property rights to an Entry (including the submission materials and presentation content) will be owned by and remain with the Startup.

8.2 License Grant. By entering the Contest, Startup grants to the Sponsor and any other third parties acting on the Sponsor’s behalf, a royalty-free, non-exclusive, worldwide, irrevocable license to display publicly and use the Entry (including the submission materials and presentation content) for promotional and any other purposes in perpetuity without further consideration or payment of any type. This license includes, but is not limited to, posting, or linking to the Entry on Sponsor’s and partners’ websites and applications, including the Contest Site, and displaying and promoting the Entry in any other media, worldwide, including publication of the name, description, images, video URL, website URL, and team members.

8.3 Representation and Warranty. Each Startup represents and warrants that the Sponsor and its partners are free to use the Entry in the manner described above, as provided or as modified by the Sponsor, without obtaining permission or license from any third party and without any compensation to Startup.

9. JUDGING. Eligible Entries will be evaluated by a panel of judges selected by the Sponsor for each round of the Contest (the “Contest Judges”) as further specified in Section 10 (Criteria and Selection). Contest Judges will include employees of the Sponsor, including from the Product, Sales, Engineering, and Marketing teams, and/or external industry specialists, representatives of Snowflake customers, and employees of venture capital firms. Judging will take place in three rounds in accordance with Section 10 below. All decisions of the Contest Judges and Sponsor are final, non-appealable, and binding, and in their sole discretion applying the criteria to the Entries. By participating in the Contest, each Startup agrees it has no right to request, and Sponsor has no obligation to disclose, the score or assessment given to its Entry at any time in any round of the Contest or in the entirety of the Contest. 

10. CRITERIA AND SELECTION.

10.1 Round 1 Criteria. All eligible Entries will be reviewed by Contest Judges to select up to ten (10) semi-finalists (each, a “Semi-Finalist”). Contest Judges in Round 1 will score Entries according to the following criteria: (a) extent to which the Snowflake’s Data Cloud makes up a central part of the App architecture; (b) the utilization of one or more Snowflake features such as Snowflake Cortex, Snowflake ML, Secure Data Sharing, Snowpark, Snowpark Container Services, Hybrid Tables, Snowflake Native App Framework, User-Defined Functions (UDFs), multi-cluster warehouse, Time Travel, and VARIANT data type, (see https://developers.snowflake.com/ for additional features relevant to application developers); (c) extent to which the App complements or extends Snowflake’s products, helps the most Snowflake users, or addresses an unmet need; (d) the size of the market opportunity, business potential, and business model; and (e) the competitive advantage the App provides (collectively, “Round 1 Criteria”). The Semi-Finalists selected to proceed to Round 2 will be notified promptly following the conclusion of Round 1 and identified on the Contest Site.

10.2 Round 2 Criteria. Semi-Finalists will be required to: (a) provide at least one and at most two key members of the Startup to sit for a thirty (30) minute interview with a Contest Judge to discuss their Entry and the experience of the Startup’s leadership team; (b) provide App access to the official Contest account for evaluation by the Contest Judges (the App illustrated in Startup’s Entry as described in Section 5.1(d) will be the App judged as part of the Entry); and (c) submit by email to Sponsor an investor pitch video in MP4 format of up to five (5) minutes featuring members of the Startup’s founding team that pitches the company, the App and business strategy, and how the Startup would use an investment by May 7, 2025. Contest Judges for Round 2 will score Semi-Finalists on the Round 1 Criteria in addition to following criteria: (a) the oral interview provided by the Startup; and (b) the experience of the Startup’s leadership team and ability to execute (collectively, “Round 2 Criteria”). The three (3) Startups who are judged as the top Startups (each, a “Finalist”) and designated to proceed to Round 3, will be notified promptly following the conclusion of Round 2 and identified on the Contest Site.

10.3 Round 3 Criteria. Up to two (2) executives representing each of the three (3) Finalists will present their final business pitch, as amended from its Round 2 recorded submission, at the Summit. Each Finalist will be required to give a presentation of up to five (5) minutes and answer follow-up questions for up to ten (10) minutes. Contest Judges for Round 3 will evaluate Finalists based on the Round 1 Criteria, the Round 2 Criteria, and the oral presentations given by the Startup at the Summit. Contest Judges will provide their evaluations to Sponsor who will verify the Entries and, based on the evaluations of the Contest Judges, determine in its sole discretion one first-place winner (“Winner”). The Winner will be notified  following the conclusion of the Summit and will be identified on the Contest Site.

11. CONTEST PRIZES.

11.1 Semi-Finalist Prize. Sponsor will promote each of the Semi-Finalists (up to ten (10) may be selected by Sponsor) in a promotional blog post written about each Semi-Finalist with links to their respective Apps that will be posted on an official Snowflake website (such as https://www.snowflake.com/blog/) (“Semi-Finalist Prize”). The total approximate retail value of each Semi-Finalist Prize is approximately $50 USD.

11.2 Finalist Prize and Investment Opportunity. In addition to the Semi-Finalist Prize, the three (3) Finalists will each receive: 

 (a)         A prize comprised of the following elements (collectively the “Finalist Prize”):

(i) promotional feature on select marketing channels, including official Snowflake social media accounts (Facebook, https://www.facebook.com/snowflakedb/; LinkedIn, https://www.linkedin.com/company/snowflake-computing; and/or Twitter, https://twitter.com/snowflakedb); 

(ii) the opportunity to present at the Summit to investors and potential customers attending the Summit; and

(iii) two (2) passes for the Summit (travel expenses (e.g. airfare and transportation), meals and accommodations not provided).

(iv) individual consultation sessions up to 20 minutes with the CEO of Snowflake

The total approximate retail value of each Finalist Prize is $4,500 USD.

 (b)         Each of the three (3) Finalists will also receive, at the Finalist’s option, an opportunity for Snowflake and select investors to conduct further due diligence on the Finalist, which will form the basis for a possible investment by Snowflake in the Finalist based on the due diligence performed and, subject to Section 12, a mutually agreeable valid investment agreement. For the avoidance of doubt, Snowflake is under no obligation pursuant to these Official Rules or otherwise to make an investment of any dollar amount in any Finalist (including the designated Winner). Each Startup expressly acknowledges and agrees that: (i) it understands that Snowflake has no such investment obligation after any further due diligence is performed or otherwise; and (ii) it is not relying on any possible investment by Snowflake or any other party when making decisions regarding how to operate its business following entry into the Contest. 

For the avoidance of doubt, the Finalist Prizes do not automatically include the investment amounts listed in Section 12.1 below. The Finalist Prizes include only the opportunity to pursue the Snowflake Investment Opportunity (as defined in Section 12.1 below) in accordance with the provisions of Section 12.

Any member of the Finalist Startups who are not located in the United States are responsible for obtaining any necessary visas and related matters to attend the Summit or any subsequent due diligence meetings and activities, as applicable.

11.3 Winner Prize. In addition to the Semi-Finalist Prize, the Finalist Prize and the potential investment opportunity, the Winner will receive additional marketing benefits (e.g., webinar opportunities, highlighted on Sponsor’s website and newsletter) (“Winner Prize”). The total approximate retail value of the Winner Prize is $1000 USD.

11.4 Non-Transferable. No prize is transferable or assignable to any other person or entity. Prizes have no cash value and cannot be substituted except in the sole discretion of Sponsor. If the actual value of a prize is less than the stated approximate retail value, the difference will not be awarded. Sponsor will not replace any lost or stolen prizes. Startups are solely responsible for any and all federal, state, provincial and local taxes, if any, that apply to prizes. 

12. SNOWFLAKE INVESTMENT OPPORTUNITY.

12.1 Investment Opportunity. If the applicable Startup (i.e. the Winner and either of the two (2) remaining Finalists) elects to proceed with the due diligence process, after further due diligence in cooperation with the Startup, the scope of which will be determined by Snowflake in its sole discretion, Snowflake may offer the following investment opportunities (each a “Snowflake Investment Opportunity”): (a) to the Winner of up to (and not to exceed) $500,000 USD; and (b) to each of the two (2) remaining Finalists, of up to (and not to exceed) $250,000 USD for each Finalist. Without limiting any other terms of these Official Rules, Snowflake reserves the right, exercisable in its sole and absolute discretion, not to invest in the applicable Startup. You acknowledge and agree that any acceptance of an investment may require compliance with various securities laws, rules, and regulations, and you agree to comply with same. You further acknowledge that: (a) Snowflake will not be providing any legal, tax, or investment advice; (b) Snowflake strongly recommends that you obtain such advice from qualified professionals in connection with any investment; and (c) it is solely in your decision to participate in any due diligence or to accept an investment, if offered, from Snowflake.

12.2 Investment Agreement. A Snowflake Investment Opportunity will be subject to the terms of investment between Snowflake and the applicable Startup. Such terms of agreement may include, but are not limited to, a confidentiality agreement, a side letter agreement, and any other terms and conditions required by Snowflake, such as information rights, pro rata rights, and a liquidation notification. These terms and agreements will be provided, subject to the due diligence process, after the applicable Startup has been awarded a Snowflake Investment Opportunity subject to these Official Rules. A fully executed confidentiality agreement from the applicable Startup will be required prior to receiving the terms of a Snowflake Investment Opportunity. If the parties are unable to reach an agreement, the applicable Startup will not be eligible for a Snowflake Investment Opportunity.

12.3 Snowflake Diligence. At a minimum and as a condition to receiving a Snowflake Investment Opportunity, the applicable Startup must provide to the satisfaction of Snowflake, in its sole and absolute discretion: (a) proper incorporation/formation documents; (b) minute books and records documenting corporate actions and equity related matters; (c) documentation of equity issuances and transfers; and (d) assignment of any intellectual property related to the applicable Startup from its founder(s), service providers, and any other relevant entities to the  Startup. For the avoidance of doubt, the foregoing diligence documents and information to be provided by the applicable Startup do not constitute all documents and information that will be required to complete the required due diligence process. 

12.4 To avoid any ambiguity, if another entity or person participating as a Contest Judge for the Contest offers any Finalists, the Winner or any other Startup the opportunity to provide any due diligence and/or an investment opportunity, Snowflake will not be responsible for that due diligence or investment decision in any way under any circumstances. Startup agrees and acknowledges that any offers by any person or entity other than from Sponsor are not in Snowflake’s control and not at Snowflake’s behest, and there are no claims that can be asserted by Startup against Snowflake for actions of these persons or entities.

13. PRIVACY. Sponsor may collect personal data from and about a Startup and its Representative online, including without limitation, through the Entry, submission materials and presentation content in accordance with the Privacy Policy applicable to the Contest Site, and as otherwise described in these Official Rules. By participating in the Contest, the Startup and its Representative each expressly agree to the collection and use of personal information submitted, and that of the Startup’s officers, directors and employees or representatives participating directly or indirectly in the Contest, consistent with the Privacy Policy applicable to the Contest Site, in connection with the activities of Sponsor in promoting and administering the Contest, and in regards to any activities of the Sponsor in connection with its business related to the Contest.

14. GENERAL CONDITIONS.  

By entering the Contest, Startup agrees that these Official Rules are the controlling rules for the Contest and Startup agrees to be bound exclusively by these Official Rules and the decisions of Sponsor.

Sponsor is not responsible for lost, late, incomplete, or misdirected entries; lost, interrupted or unavailable network, server or other connections; miscommunications, computer or software malfunctions; transmission problems; technical failures; garbled transmissions; damage to user’s software or transmission devices; or other errors or malfunctions of any kind, whether human, mechanical, electronic or otherwise that may occur in connection with the Contest.

If for any reason, the Contest is not capable of proceeding as planned for reasons outside the control of Sponsor, including without limitation, due to any COVID-19 restrictions or other limitations, which in the sole discretion of Sponsor, may impact the administration, security, fairness, integrity or proper conduct of the Contest (or any portion thereof), Sponsor reserves the right, to cancel, terminate, modify, or suspend the Contest (or any portion thereof) and, in that event, the Sponsor will have no further obligation to any Startup.

Sponsor also reserves the right in its sole discretion to disqualify any Startup if it or its Representative or other individuals associated with it, are found to be: (a) tampering or attempting to tamper with the entry process or the operation of the Contest, or any website maintained or operated by Sponsor; (b) using any robotic, macro, automatic programmed or like type of entry methods; (c) violating these Official Rules; or (d) engaging in unethical, inappropriate or disruptive action or conduct, or taking any action inconsistent with these Official Rules, the fairness of the Contest and the reputation of Snowflake.

Any failure to enforce any terms of these Official Rules will not constitute a waiver of that provision or bar Sponsor from enforcing that term subsequently in connection with the Contest. The headings in these Official Rules are inserted for convenience and identification only, and are not intended to describe, interpret, define or limit the scope or intent of these Official Rules for the Contest. By submitting an Entry, each Startup waives any right it may have to claim ambiguity of these Official Rules or any advantage or any impact on interpretation of these Official Rules that may arise from any such ambiguity claim. These Official Rules will be construed by Sponsor in its sole discretion, its decisions will be binding and final.

15. WARRANTIES. Without limiting any other terms of these Official Rules, by participating in the Contest, each Startup represents and warrants that its participation will comply with these Official Rules and that it has sufficient rights in the Entry (including the related submission materials and presentation content) to authorize the publication and dissemination thereof as contemplated in these Official Rules. No Startup will seek the assistance of any officer, director, employee of Snowflake apart from these Official Rules and the Contest to attempt to gain any advantage. 

16. PUBLICITY AND LICENSE GRANT. Except where prohibited by law, by submitting an Entry, each Startup expressly grants Sponsor a license and consent to use, in its sole discretion, the name, logo and associated trademarks, if any, of the Startup, the country location, photo or likeness, and/or the background of the Startup, and the Entry, submission materials and presentation content, in whole or in part, in connection with the Contest and the business of Sponsor, in any form of media, now known or hereafter created, worldwide, without further permission, payment, or any other consideration. 

17. INTELLECTUAL PROPERTY OF SPONSOR. You agree that nothing in these Official Rules or in any other statements made in connection with the Contest, grants to any Startup the right or license to use any intellectual property of Sponsor. Startup will not use the name, trademarks, service marks, logos, any copyrighted material or any other intellectual property of Sponsor (collectively, “Sponsor IP”) without the express written consent of Sponsor, which Sponsor may withhold in its sole discretion. Further, Startup agrees that it will not use as its own, any service mark, service name, trade name, trademark, design or logo(s) confusingly similar to those part of or otherwise embodied in the Sponsor IP. Sponsor retains all rights, including media rights, to promote the Contest and the background and story of the Contest, including any Startup’s participation in the Contest in its sole discretion.  

18. NO OBLIGATION OF PROGRAM ENTITIES RE SUBMISSION MATERIALS. Each Startup acknowledges that third parties may submit information and Apps to Sponsor separate from the Contest that may contain information, ideas, concepts, and approaches similar to, or the same as, those any Startup submits or submitted to the Contest, and that Sponsor may already be working on information, ideas, concepts, and approaches similar to, or the same as, those the Startup submits or submitted to the Contest. By entering, each Startup acknowledges and agrees that the Sponsor’s actions with respect to another entry or work of its own or of any third party, even if similar to, or the same as, the Startup’s Entry, will not create any liability of any kind to Sponsor or others involved in the Contest. Each Startup also acknowledges and agrees that participation in the Contest, receipt of a prize and/or designation as a Semi-Finalist, Finalist, or Winner does not create any obligation on the part of the Sponsor to promote, use in any way, or to take any further action regarding the Entry, submission materials or presentation content of the Startup or the Startup’s involvement in the Contest apart from these Official Rules.

19. RELEASE AND LIMITATION OF LIABILITY.

19.1 BY PARTICIPATING IN THE CONTEST, EACH STARTUP (ON BEHALF OF ITSELF, ITS EMPLOYEES, TEAM MEMBERS AND ANY OTHER REPRESENTATIVES), AGREES AND ACKNOWLEDGES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE CONTEST, INCLUDING AS APPLICABLE ANY PRIZE AWARD, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (B) ANY AND ALL CLAIMS, JUDGMENTS, SETTLEMENTS, AND AWARDS WILL BE LIMITED TO REASONABLE, ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY) NOT TO EXCEED $1,000 USD, BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (C) UNDER NO CIRCUMSTANCES WILL ANY STARTUP (ON BEHALF OF ITSELF, ITS EMPLOYEES, OFFICERS OR DIRECTORS, AND ANY OTHER REPRESENTATIVES) BE PERMITTED TO OBTAIN ANY AWARD FOR, AND HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHT TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS, AND/OR ANY OTHER TYPE OF DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET THIRD PARTY EXPENSES ACTUALLY INCURRED (IF ANY) NOT TO EXCEED $1,000 USD, OR ANY RIGHT TO HAVE ANY DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (D) EACH STARTUP (ON BEHALF OF ITSELF, ITS EMPLOYEES, DIRECTORS OR OFFICERS, AND ANY OTHER REPRESENTATIVES) IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.

19.2 Nothing in the Official Rules will exclude or limit the liability of either party to the other for: death or personal injury arising out of negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.

 20. ADDITIONAL TERMS.

20.1 Each Startup assumes any and all risks associated with the posting and use of the Entry, submission materials, and presentation content, travel and activities arising from or in connection with the Contest, and expressly waives and releases any and all claims or causes of action against the Sponsor, their officers, employees, representatives, and agents for any and all injury and damage of any nature whatsoever (whether existing or thereafter, whether direct, indirect, or consequential, and whether foreseeable or not), arising from the Entry, submission materials and presentation content, including but not limited to the ideas submitted to the Contest, and any travel or other activities arising from or in connection with the Contest.

20.2 This Contest is in no way sponsored, endorsed or administered by, or associated with Facebook, LinkedIn or Twitter. The Startups release Facebook, LinkedIn and Twitter from all liability in relation to the Contest. 

21. INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD THE SPONSOR (AND CONTEST JUDGES, AND ANY OTHER PERSONS ADMINISTERING THE CONTEST) AND EACH OF THEIR EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, AFFILIATES, DIRECTORS, EMPLOYEES, OFFICERS, MANAGERS, AND SHAREHOLDERS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY DAMAGE, LOSS, COST, OR EXPENSE (INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) INCURRED IN CONNECTION WITH ANY THIRD-PARTY CLAIM, DEMAND, OR ACTION (“CLAIM”) BROUGHT OR ASSERTED AGAINST ANY OF THE INDEMNIFIED PARTIES, ALLEGING FACTS OR CIRCUMSTANCES THAT WOULD CONSTITUTE A BREACH OF ANY PROVISION OF THE THESE OFFICIAL RULES BY THE STARTUP OR ARISING FROM, RELATED TO, OR CONNECTED WITH YOUR ENTRY, SUBMISSION MATERIALS, PRESENTATION CONTENT AND PARTICIPATION IN ANY WAY IN ANY ASPECT OF THE CONTEST, INCLUDING RECEIPT OF ANY PRIZE. IF YOU ARE OBLIGATED TO PROVIDE INDEMNIFICATION PURSUANT TO THIS PROVISION, SPONSOR MAY, IN THE SPONSOR’S SOLE DISCRETION, CONTROL THE DISPOSITION OF ANY CLAIM AT YOUR SOLE COST AND EXPENSE. WITHOUT LIMITATION OF THE FOREGOING, YOU MAY NOT SETTLE, COMPROMISE, OR IN ANY OTHER MANNER DISPOSE OF ANY CLAIM WITHOUT THE SPONSOR’S EXPRESS WRITTEN CONSENT.

22. GOVERNING LAW AND JURISDICTIONS. All issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules and/or the rights and obligations of each Startup, and of any related or authorized individual or entity of the Startup, or the rights and obligations of the Sponsor, Contest Judges and anyone involved in administering the Contest will be exclusively governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other country or jurisdiction. Any litigation arising out of, in connection with, or relating to these Official Rules must be filed and pursued exclusively in the State or Federal courts in Wilmington, Delaware, and each Startup participating in the Contest, and any related person or entity, consents to the jurisdiction of and venue in the state or federal courts in Wilmington, Delaware.

23. WINNER’S LIST. For a list of prize winners, visit the Contest Site following the conclusion of the Contest.