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 these Official Rules. 

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.

1. SPONSOR. The Sponsor of the Contest is Snowflake Inc. 450 Concar Drive, San Mateo, CA, 94402, United States

2. DATES AND TIMELINE. Snowflake’s computer will be the Contest’s official clock, and all times are provided in Pacific Time.

Contest Submission Period: November 17, 2020 to March 30, 2021 

Judging Period: Between March 2021 – August 2021 after Submission Period

  • Round 1: April 30, 2021 – Selection and Announcement of Up to Ten Semi-Finalists.
  • Round 2: May 21, 2021 – Selection and Announcement of Three Finalists.
  • Round 3: Between June-August 2021 – Live Pitch and Winner Announced.

3. ELIGIBILITY.

3.1 Eligible Startup. The Contest is only open to valid entities (“Startups”), which, if in the United States, is a C corporation or LLC and if outside the United States constitutes an equivalent entity in the jurisdiction that the Startup entrant is formed, subject to the confirmation of Sponsor in its sole discretion, and that the entities (a) 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 (b) 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: (i) have raised less than $2 million USD in cash funding; (ii) have not received any valuation as a result of an equity financing; and (iii) meet the additional requirements in Section 5 below of these Official Rules.  To avoid any ambiguity, individuals and sole proprietorships are not eligible for entry to this Contest.

3.2 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) be above the age of majority in the state or jurisdiction where the Representative resides at the time of entry; and (c) be a director, officer, general manager, owner, or founder of the Startup. The designation of such individual shall mean the Representative has been given and has full authority to bind the Startup as to all matters and representations pertinent to these Official Rules and the Startup’s participation in this Contest.

By submitting an entry to the Contest, you represent and warrant that you are the Representative authorized to act on behalf of your Startup and that these rules are binding on you, individually, and/or on your Startup. You warrant that your Startup has full knowledge of your actions and has consented thereto, including the potential receipt of a prize. You further warrant that your actions do not violate your employer’s or any company’s policies and procedures, including but not limited to the policies and procedures of the Startup. 

3.3 Ineligible Entities. System integrators and professional services firms (collectively, “Managed Service Providers”), including subsidiaries of Managed Service Providers, are not eligible to enter the Contest. Employees of Snowflake, and Sutter Hill Ventures and Sequoia Capital, 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 are not eligible to participate in the Contest. Sponsor reserves the right to verify eligibility and to adjudicate on any dispute in its sole discretion at any time during the Contest Submission Period. 

Startups are not eligible to participate if they are managed or majority owned by individuals who: (a) are currently employed by Snowflake, or were employed as of November 17, 2019,  or any of Snowflake’s direct or indirect wholly or majority owned subsidiary or affiliate companies; (b) are immediate family (spouse, parents, siblings, or children) or household members of any of the employees or former employees listed in 3.3(a); (c) are a Contest Judge (defined below) or immediate family (spouse, parents, siblings, or children) or household members of a Contest Judge; (d) are current employees of an entity in which Sponsor, Sutter Hill Ventures, or Sequoia Capital has invested and holds an ownership interest; (e) are professionally involved in the development or administration of this Contest; or (f) are residents of, or domiciled in, Brazil, Quebec, or any other 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; and (g) are not an entity or a person, or officer, director or employee who is identified in the Entry that is on the list of prohibited entities or persons as published by the United States Treasury’s Office of Foreign Assets Control.

4. HOW TO ENTER. NO PURCHASE NECESSARY TO ENTER OR WIN. To enter the Contest, visit http://www.snowflake.com/startupchallenge (“Contest Site”) between 5:00:00 P.M. Pacific Time (PT) Zone in the United States on November 17, 2020 and 11:59:59 P.M. PT on March 30, 2021 (“Contest 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 (the “Entry”) must meet the requirements as described below.

LIMIT ONE (1) ENTRY PER REPRESENTATIVE AND/OR PER STARTUP. Subsequent entries will be disqualified and will not be considered. All entries must be received by Sponsor by the close of the Submission Period. 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 the 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. REQUIREMENTS. 

5.1 Entry. In addition to the requirements in Section 3 above, the Representative and 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 submitted the entry cannot be changed or updated. Entries submitted outside of the Contest 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 Contest Submission Period.

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

5.3 Snowflake Account. To facilitate the development of the App, Sponsor is providing free trial accounts to any Startup participating in this Contest. Startup must access the sign-up link (https://signup.snowflake.com/?trial=competition) provided at the end of the registration process 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. To the extent a Startup requires additional credits for the completion of the Contest, Snowflake will provide a one-time additional credit of up to $400 if the Representative emails startup-challenge@snowflake.com to confirm that Startup has (a) registered for the Contest through the registration link on the Contest Site; (b) confirms the Startup is building an App to meet the Entry Requirements; and (c) describes in a minimum of 150 words who the App is supposed to serve and how it leverages Snowflake features, the stage of development and how the initial $400 credits were used in connection with the App’s development, and a proposal and roadmap of how an additional $400 in credits will be used towards further development of the App. 

6. ADDITIONAL REQUIREMENTS FOR ENTRIES. By submitting an Entry, the Startup represents and warrants that the Entry and submission materials and any presentations are original, not copied, in whole or in part, and are exclusively owned and gratuitously provided without any restriction or limitation on use, do not contain any intellectual property of any other person or entity, do not contain any confidential or proprietary information of any entity or person, including the Startup, and do not contain any material that violates any privacy or publicity right of any person, do not reflect any duty of attribution, or any compensation obligation.  Further, each Entry, submission materials and presentations shall not contain any content that would violate any law, statute, ordinance, rule or regulation, or any agreement with another person or entity. No entry or submission materials shall 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.  The Startup agrees to indemnify, defend, and otherwise hold the Sponsor harmless, including for attorneys’ fees, if any claims are made, including any claims of any third party rights in the Entry and submission materials, and presentations, or if the entry, submission materials and presentations violate any law, policy or any other limitation on use as set out above or otherwise.  

7. VERIFICATION. During the Submission Period, the Sponsor, its agents and/or the Contest Judges will evaluate the Entry and submission materials for the Startup’s compliance with the Official Rules and that the Entry and submission materials meet the Requirements for the Entry and submission materials to be judged in this Contest. Sponsor reserves the right, in its sole discretion, to disqualify any Entry and submission materials that it ascertains at any time do not meet the Requirements and these Official Rules during or after the Contest Submission 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 the 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. Subject to the licenses described below, any applicable intellectual property rights to an Entry, submission materials and presentations will be owned by and remain with the Startup.

8.2 Sponsor Rights. 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 license to display publicly and use for promotional and other purposes the Entry, submission materials and presentations 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 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 as specified below (the “Contest Judges”).  Contest Judges will include employees of the Sponsor, including from the Product, Sales, Engineering, and Marketing teams, and/or external industry specialists or representatives of Snowflake customers and employees of venture capital firms. Judging will take place in one or more rounds with one or more panels of Contest Judges, at the discretion of the Sponsor. 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 this 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. Evaluation by Contest Judges of all eligible Entries to select up to 10 semi-finalists. Contest Judges in Round 1 will be employees of Snowflake who will score Entries according to the following criteria: (a) extent to which the Snowflake Cloud Data Platform makes up a central part of the App architecture; (b) the utilization of one or more Snowflake features such as data sharing, multi-cluster warehouse, and Time Travel (see https://www.snowflake.com/developers/ 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”). These Round 1 Criteria shall be judged equally.  Up to ten semi-finalists, who will be evaluated and designated to proceed to Round 2, shall be notified on or about April 30, 2021 and published on the Contest Site.

10.2 Round 2 Criteria. Semi-finalists will be required to (i) 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 its Entry and the experience of the Startup’s leadership team; (ii) provide App access to the official Contest account (INSERT) for evaluation by the 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); (iii) 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, 2021. Contest Judges for Round 2 will be Snowflake employees, who will score semi-finalists on 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”).  These Round 2 Criteria shall be judged equally with the Round 1 Criteria based on the additional submissions (as described in Section 10.2(i)-(iii)).  The three finalists who are judged as the top entries will proceed to Round 3 and shall be notified on or about May 21, 2021 and these three Startups will be identified on the Contest Site.

10.3 Round 3 Criteria. Up to two (2) executives representing each of the three finalists will present their final business pitch, as amended from its Round 2 recorded submission, onstage at Snowflake’s 2021 Summer Summit (“Summit”), date to be announced. 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 include Snowflake employees and representatives from Sutter Hill Ventures and Sequoia Capital, and they will evaluate finalists based on Round 1 Criteria, Round 2 Criteria, and the oral presentations given by the Startup. Contest Judges will provide their evaluations to Sponsor who will based on the evaluations of the Contest Judges verify the Entries and determine in its sole discretion the first-place winner (“Winner”). 

11. CONTEST PRIZES.

11.1 All eligible Representatives will receive a Snowflake branded gift (“Entry Gift”). The total approximate retail value of each Entry Gift is approximately $50 USD.

11.2 Semi-Finalist Prize. In addition to the Entry Gift, Sponsor will promote each of the semi-finalists in a promotional blog post written about the Startups with links to their Apps that will be posted on an official Snowflake website (such as https://www.snowflake.com/blog/), and each Startup will receive two (2) passes or the Summit (airfare, meals and accommodations not provided) (collectively, “Semi-Finalist Prize”). The total approximate retail value of each Semi-Finalist Prize is $6000 USD.  Any members of the semi-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 Finalist Prize.  In addition to the Entry Gift and Semi-Finalist Prize, the three finalists will each receive (a) an opportunity to write their own blog post to be posted on an official Snowflake website subject to Sponsor’s review and approval; (b) 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); and (c) the opportunity to present at Summit to investors and potential customers attending the Snowflake Summit. The total approximate retail value of each Finalist Prize is $30,000 USD.

11.4 Winner Prize and Investment Opportunity. The Winner also will have at its option an opportunity for Snowflake and select investors to conduct further due diligence on the Startup, which will form the basis for a possible investment by Snowflake in the Startup based on the due diligence performed and, subject to Section 12, a mutually agreeable valid investment agreement. In addition, the Startup winner will have access to Snowflake experts in application design for non-monetary guidance, consulting, and development advice for up to ten (10) hours following the Summit; and co-marketing opportunities, such as speaking, in person or virtually, at least at one Snowflake event in the twelve months following Summit (collectively, “Winner Prize”). The total approximate retail value of the Winner Prize, excluding any investment opportunity that Snowflake may decide to pursue in its sole discretion if Winner consents to and agrees to further due diligence at its sole discretion, is $7,000 USD.  To avoid any ambiguity, Snowflake after conducting further due diligence is not obligated by these Official Rules to make an investment in the Winner of any dollar amount.  Winner expressly acknowledges and agrees that it understands that Snowflake is not obligated to make an investment of any amount after further due diligence.

11.5 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.

12. SNOWFLAKE INVESTMENT OPPORTUNITY.

12.1 Investment Opportunity. If the Winner elects, 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 an investment opportunity to the Winner (“Snowflake Investment Opportunity”). Snowflake reserves the right, exercisable in its sole and absolute discretion, not to invest in the Winner. 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 acknowledges that: (i) Snowflake will not be providing any legal, tax, or investment advice; (ii) Snowflake strongly recommends that you obtain such advice from qualified professionals in connection with any investment; and (iii) 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. The Snowflake Investment Opportunity will be subject to the terms of investment between Snowflake and the Winner. Such terms of agreement may include, but are not limited to, a confidentiality agreement, a side letter agreement, a KISS (keep it simple security), and other terms and conditions required by Snowflake such as information rights, pro rata rights, and right of notice. These agreements will be provided after Winner has been awarded an investment opportunity. A fully executed confidentiality agreement from the Winner will be required prior to receiving the terms of the Snowflake Investment Opportunity. If the parties are unable to reach an agreement, the Winner will not be eligible for the investment opportunity from Snowflake.

12.3 Snowflake Diligence. At a minimum and as a condition to receiving the Snowflake Investment Opportunity, the Winner 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 the intellectual property related to the winning Startup from founder(s), service providers, and any other relevant entities to the winning Startup.

12.4 To avoid any ambiguity, if another entity or person participating as a Contest Judge for this Contest offers 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 is 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 presentations in accordance with the Privacy Policy applicable to the Contest website, 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 of the Contest website, 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 due to any Coronavirus 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 a portion thereof) and, in that event, the Sponsor shall 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 the 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 shall be construed by Sponsor in its sole discretion, its  decisions shall be binding and final.

15. WARRANTIES.  By entering this Contest, each Startup represents and warrants that its participation complies with these Official Rules and that it has sufficient rights to (1) authorize the publication and dissemination of the Entry, submission materials and presentations; (2) allow Sponsor to use and to authorize others to use, publish and disseminate the Entry, submission materials and presentations.  Further, each Startup is entirely responsible for its Entry, submission materials and presentations, in whole or in part, if: (a) determined to be defamatory, offensive or otherwise inappropriate; (b) determined to violate any laws, rules or regulations; (c) determined to be infringing, or constitute a misappropriation of any intellectual property rights or confidential or proprietary information of any third party; or (d) determined to violate these Official Rules.  Each Entry, and all submission materials and presentations must be true and accurate and in compliance with these Official Rules in all regards. No Startup shall seek the assistance of any officer, director, employee of Snowflake apart from these Official Rules and the Contest to attempt to gain any advantage.  At any time, Sponsor at is sole discretion, reserves the right to remove the Entry, submission materials and presentations from the Contest website, in whole or in part, for any violation of these Official Rules.  

16. PUBLICITY AND LICENSE GRANT.  Except where prohibited by law, by submitting an Entry, each Startup expressly consents for Sponsor in its sole discretion to use the name and trademark, if any, of the Startup and the name of its Representative and key team members, the country location, photo or likeness, and/or the background of the Startup and that of the Representative and key team members, and the Entry, submission materials and presentations, 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 to use or license any intellectual property of Sponsor. Startup shall not use the name, trademarks, service marks, logos, any copyrighted material or any other intellectual property of Sponsor without the express written consent of Sponsor, which Sponsor may withhold in its sole discretion. Further, 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 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 presentations of the Startup or the Startup’s involvement in the Contest apart from these Official Rules.

RELEASE AND LIMITATION OF LIABILITY.  BY ENTERING THE PROGRAM, 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: (1) 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; (2) 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; (3) 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 (4) 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. ADDITIONAL TERMS.

19.1 Further, by entering the Contest, each Startup agrees to defend, indemnify, release, and hold the Sponsor and any related entities and persons (including but not limited to Contest Judges, and any person involved in administering the Contest) harmless against any and all claims against the Sponsor (including but not limited to Contest Judges, and any person involved in administering the Contest) resulting from or in connection with your breach of any of the representations, warranties or obligations of the Startup specified in these Official Rules, including claims related to, in connection with, or arising from the Entry, submission materials or presentations, the use and publication of the Entry, submission materials or presentations, the Contest, travel  or other activities relating to, or arising from, the Contest, and any Prize received. 

19.2 Each Startup assumes any and all risks associated with the posting and use of the Entry, submission materials, and presentations, 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 presentations, 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.

INDEMNIFICATION.  YOU AGREE TO 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; ARISING FROM, RELATED TO, OR CONNECTED WITH YOUR ENTRY, SUBMISSION MATERIALS, PRESENTATIONS 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.

20. 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 California 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 San Francisco, California, and each Startup participating in this Contest, and any related person or entity, consents to the jurisdiction of and venue in the State or Federal Courts in San Francisco, California.