1. Acceptance of Terms and Conditions.

 

THESE TERMS AND CONDITIONS (“AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU”, “YOUR” OR “USER”) AND STARTUP WORLD CUP, INC., PEGASUS TECH VENTURES, INC., AND THEIR AFFILIATES, SUBSIDIARIES, PARTNERS, INVESTORS, GENERAL PARTNERS, LIMITED PARTNERS, ANY OTHER ASSOCIATED ENTITIES (“WE”, “US”, OR “COMPANY”), THE OWNER AND OPERATOR OF THE COMPANY’S WEBSITE (https://www.startupworldcup.io/) AND ITS COMPETITION. THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE. BY ACCESSING AND USING THE WEBSITE, YOU ARE INDICATING THAT YOU ACCEPT AND AGREE TO COMPLY WITH THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED, AND YOU MUST NOT ACCESS OR USE THIS WEBSITE.

 

2. Personal Information and Privacy Policy

 

You agree to provide accurate, current and complete information when and as required for accessing and using the website and participating in any Competition and mentorship program. The Company’s Privacy Policy explains how Your personally identifiable information is collected, used and disclosed.  You agree to be bound by the terms of Company’s Privacy Policy which can be found at the following link [insert link to Privacy Policy]. We respect Your privacy and will use information provided by You only in accordance with this Agreement and the Privacy Policy. Additionally, You acknowledge and agree that third parties may collect information on Our behalf for the purposes of operating the website, the Competition, and the mentorship program, in accordance with Our Privacy Policy.

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3. Background and Introduction.

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Startup World Cup is a global startup competition and conference organized by Pegasus Tech Ventures, Inc. (“Pegasus”) that is dedicated to launching and advising the world's next wave of leading entrepreneurs. We are excited to support the global startup ecosystem and serve as the bridging website for the different startup ecosystem contributors, including startups, investors, large corporations, government organizations, media, educational organizations, and more. Pegasus, a Silicon Valley-based global VC firm, is awarding annual Startup World Cup winners 1 million USD investment prize to help startups shine at the global level.

 

We provide more than just funding. We assist startups through strategic synergies and partnerships, paving the path for startups across the world. Working with Pegasus means having the opportunity to organically grow your business and enter new markets. Previous startups that have been developed through the help of Pegasus  have found innovative ways to enhance healthcare, artificial intelligence, robotics, mobility, transportation, financial technologies, IoT, augmented reality, agriculture cleantech, etc. with a goal for improving lives and transforming industries. These companies have a significant impact by bridging people from where they are to where they need to be; as well as making all goods, services, and capital more accessible.

 

Startup World Cup is a global conference and competition that brings together the top startups, VCs, entrepreneurs and world-class tech CEOs. We are partnering with some of world’s largest conferences and tech events to host 40+ regional startup competitions for North America, Europe, Asia, Africa, and Oceania, and each regional winner attends the series of final competitions in Silicon Valley (each of regional or final competition referred to as a “Competition”)

 

4. Eligibility.

 

4.1 General Eligibility. You must be at least eighteen (18) years old to use Our website and register and participate in any Competition. You represent and warrant to Us that Your registration and use of Our website is in compliance with any and all applicable laws and regulations, and You will not use the for any illegal purposes.

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4.2 Competition Eligibility.  We encourage startups in any domain, at any stage to apply. Please note that the startup must be a legal, registered entity (does not need to be registered in the US) not just an idea or an individual project. If you are unsure about your eligibility to enter the Competition, please contact us before submitting an entry. We accept applications regardless of your location. We encourage you to apply to the closest regional Competition. There are no restrictions on the amount of capital raised. We encourage everyone to apply. There is no application fee; however, some of our regionals have optional exhibition booths that can be purchased.

 

5. Intellectual Property.

 

Subject to this Agreement, any applicable intellectual property rights to a participant of the Competition (including the submission materials and presentation content) will be owned by and remain with the startup.

 

6. Publicity and Photography Waiver.

 

By registering for and attending any virtual or physical events (“Event”) organized by Us. and our affiliates, You agree and acknowledge that We plan to take photographs and make audio and video recordings (collectively, “Recordings”) at the Event. We may use these assets in marketing materials and for promotional purposes, as determined in our discretion. By participating in the Event, you grant Us the right to use and license use of your image, likeness, and voice in Recordings and all media, now or hereafter known, by whatever means exhibited, advertised, or otherwise exploited. This license includes, but is not limited to, posting, or linking on the Company’s and partners’ websites and applications, and displaying and promoting in any other media, worldwide, including publication of the name, description, images, video URL, website URL, and team members. You hereby agree to:

 

a. release and hold Us harmless from any and all liability arising out of the use of the Recordings in any manner or media whatsoever;

b. waive any right to inspect or approve the use of the Recordings; and

c. waive any and all actions, suits, or claims relating to use of the Recordings, including claims for invasion of privacy rights or publicity.

 

All assets and published materials are Our property. Furthermore, Our physical events are held in public spaces and virtual events are held on digital platforms; therefore, we do not prohibit (and cannot reasonably prevent) other registrants, exhibitors, sponsors, media organizations, or other companies from photographing, or making audio or video recordings of Event activities.

 

7. Competition.

 

7.1 Registration Rules. Applications to participate in a Competition need to be completed in one session. You are strongly advised to keep a copy of the information you provide. A number of fields require text submission and indicate the maximum number of words you may enter. We recommend that you first develop your answer offline and then copy and paste your answers in the appropriate places. Once you have completed the application, be sure to submit it by clicking Submit at the end. All applications must be submitted in English.

 

As part of your registration process, applicants are asked to share the following registration status on X, formerly known as Twitter: “Our team just applied to @SWCPTV #StartupWorldCup #[YourStartupName] www.startupworldcup.io”. The registration may be confirmed once Our official X account, @SWCPTV, has favorited your post on X.

 

The finalists may be selected based partially on the number of tweets and partially by the judging committee. In order to get more social media points, you must hashtag both #StartupWorldCup and #[YourStartupName]. Friends of the company can also share those two hashtags on X to earn your company points. Applicants agree that Us and Our affiliates, regional partners, judges, agents and any other party selected by Us may use any info submitted on applications without restrictions, and further agree that any information submitted may be shared with partnering or sponsoring organization.

 

7. 2 Presentations. The judges at each local Competition will score each candidate through a list of criteria and once all participants are scored, the points are accumulated and the startup with the highest score wins. Decisions made by the judges are final. No correspondence will be entered into. The number and composition of the judges may vary at each Competition. Whenever we need to contact you in connection with the Competition, we may use the contact information provided by you in the application form. Please try your best to provide as much contact information as possible (email, phone number, etc.). We are not responsible for incomplete or incorrect contact information provided.

 

7.3 Prize. We may provide free event tickets to attend the grand finale for the winning startup from each regional event. Flights and/or accommodation may be provided by the regional partners or local sponsors in each country, but We do not cover flight tickets and/or accommodation to the grand finale in Silicon Valley. The winners of regional competitions may receive prizes, the value of which will be determined at the sole discretion of Us, Our affiliates, and regional partners. The winner of the grand finale may receive a prize of up to US $1,000,000 in investment. Any prize from Us may be offered in exchange for a portion of equity based on the most recent/new funding round or as a convertible note, etc., depending on the size of the company and the amount of funding it has raised (as applicable, the “Investment Prize”). The Investment Prize may be provided subject to satisfactory due diligence on the winner, including but not limited to background and compliance checks. The winner may also receive global exposure through media recognition from the journalists covering the event. At Our sole discretion, we may provide additional prizes from our sponsors.

 

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

 

7.5 Disqualification. By submitting Your application and participating in any Competition, You represent and warrant that all information provided is complete, true, and accurate in all respects. You agree to promptly update any information as necessary to keep it accurate and current. We reserve the right to disqualify any participant who violates this Agreement, provides false or misleading information, engages in fraudulent or unethical behavior, or fails to meet eligibility requirements. Disqualification may occur at any time, at our sole discretion, and will result in the forfeiture of any prizes or benefits.

 

8. Competition Investment Opportunity.

 

8.1 Investment Opportunity. By participating in any Competition, You agree to participate in any due diligence and to accept the Investment Prize, if offered, from Us. Without limiting any other terms of this Agreement, We reserve 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) We will not be providing any legal, tax, or investment advice; and (b) We strongly recommend that you obtain such advice from qualified professionals in connection with any investment.

 

8.2 Investment Agreement. The Investment Prize will be subject to the terms of investment between the Company 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 Us, such as information rights, pro rata rights, and a liquidation notification. These terms and agreements may be provided, subject to the due diligence process, after the applicable startup has been awarded an Investment Prize subject to this Agreement. A fully executed confidentiality agreement from the applicable startup will be required prior to receiving the terms of an Investment Prize.

 

8.3 Our Due Diligence. At a minimum and as a condition to receiving an Investment Prize, the applicable startup must provide to the satisfaction of Us, in Our 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.

 

8.4 Third-Party Investments. To avoid any ambiguity, if another entity or person participating as a Competition judge, or mentor offers any opportunity to provide any due diligence and/or an investment opportunity, We will not be responsible for that due diligence or investment decision in any way under any circumstances. You agree and acknowledge that any offers by any person or entity other than from Us are not in Our control and not at Our behest, and there are no claims that can be asserted by You against Us for actions of these persons or entities.

 

9. Mentorship Program.

 

9.1 No Endorsement of Mentors and Mentees. While we conduct a minimal level of due diligence on mentors and mentees participating in the mentorship program, we do not perform comprehensive vetting or background checks. Participation in the mentorship program is based on the voluntary involvement of both mentors and mentees, and we do not verify the full credentials or qualifications of participants. Mentors and mentees acknowledge that we do not endorse or guarantee the expertise, advice, or conduct of any participant.

 

9.2 Assumption of Risk. All participants are encouraged to use their own judgment when engaging with each other. Mentors and mentees assume all risks associated with their participation in the mentorship program and Competition. We shall not be held liable for any actions, advice, or outcomes resulting from the mentoring relationships. Participants are solely responsible for their interactions and any decisions made based on the mentoring received.

 

9.3 Independent Relationships. The relationships formed between mentors and mentees are independent and are not monitored or controlled by Us. Any agreements, arrangements, or understandings between mentors and mentees are solely between the parties involved and do not involve Us.

 

9.4 No Financial Interest. Mentors shall not have a direct financial interest in any mentored project during their participation in the mentorship program. While serving as mentors, they are discouraged from soliciting or offering services or products to their mentees for their team or any other startup participating in the Competition. However, mentors may offer such services or products if mutually agreed upon by the mentor and mentee, provided there is transparency and no conflict of interest that could affect the mentorship relationship.

 

9.5 Mentors are Not Agents. Mentors participating in the Competition are not agents, representatives, or employees of Us. They act in their individual capacities and do not have the authority to bind or represent Us in any manner. Any opinions, advice, or actions taken by mentors are their own and do not reflect the views or positions of the Company.

 

9.6 Confidentiality. By participating in the mentorship program, both mentors and mentees agree to maintain the confidentiality of any proprietary or sensitive information shared during their interactions, unless otherwise agreed to in writing by both parties. This confidentiality obligation extends beyond the conclusion of the program and the Competition.

 

9.7 Conflict of Interest. Mentors agree to disclose any potential conflicts of interest that could affect their ability to provide unbiased guidance to their mentees. If a conflict arises, the mentor agrees to disclose it promptly to Us and may be asked to withdraw from the mentorship relationship if deemed necessary.

 

9.8 Termination of Mentorship. Either party may terminate the mentoring relationship at any time by providing written notice to the Us. We, in our sole discretion, may terminate any mentorship relationship and a mentor’s or mentee’s participation in such mentorship program.

 

9.9 No Guarantee of Mentor or Mentee Assignment. Participation in the mentoring program does not guarantee that a mentor will be assigned a mentee, nor that a mentee will be assigned a mentor. We will make reasonable efforts to match mentors with suitable mentees, but there is no obligation to provide a mentee to every mentor or a mentor to every mentee. The matching process may be  conducted at Our sole discretion, considering factors such as the mentor's expertise, the mentee's needs, and the availability of both parties. Participants acknowledge that the matching process is subjective and that there is no guarantee of a perfect match. We shall not be held liable for any claims, damages, or losses arising from the failure to assign a mentor to a mentee or a mentee to a mentor. Participants understand and accept that the assignment of mentors and mentees is not guaranteed and that participation in the program is voluntary.

 

9.10 Reporting Concerns. If You have concerns about the conduct or advice of a mentor or mentee, You are encouraged to report these concerns to Us. We will review the concerns and take appropriate action, if necessary, but We do not guarantee any specific outcome or resolution.

 

9.11 Waiver and Release of Claims. By participating in the mentorship program, You hereby waive and release any and all claims, demands, and cause of action against Us, our affiliates, subsidiaries, and each of their respective partners, employees, officers, directors, owners, agents, successors and assigns, and any other related parties (collectively referred to as “Representatives”), arising out of or in connection with the mentorship program. This wavier includes, but is not limited to, any claims for personal injury, property damage, or any other loss or damages, whether caused by negligence or otherwise. You acknowledge that you are voluntarily participating and assume all risks associated with the program Mentor.

 

10. Intellectual Property Rights.

 

You hereby acknowledge and agree that We or our licensors own, control or possess all legal right, title and interest in and to the website and Competition, including but not limited to any copyrights, trademark rights, patent rights, moral rights, and other intellectual property and/or proprietary rights therein, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Your use of the website or participation in the Competition does not grant or otherwise confer to You ownership of any kind in the website or any intellectual property that You may access on or through the website or Competition.  Unauthorized use is strictly prohibited.

 

You agree that nothing in this Agreement or in any other statements made in connection with the Competition, grants to You the right or license to use any intellectual property of Company. You will not use the name, trademarks, service marks, logos, any copyrighted material or any other intellectual property of Company (collectively, “Company IP”) without the express written consent of Us, which We may withhold in Our sole discretion. Further, You agree that You will not use as Your own, any service mark, service name, trade name, trademark, design or logo(s) confusingly similar to those part of or otherwise embodied in the Company IP. We retain all rights, including media rights, to promote the Competition and the background and story of the Competition, including Your participation in the Competition in Our sole discretion.  

 

11. Third-Party Sites.

 

The website may provide links to third-party websites or apps that are not owned or controlled by Company (the “Third-Party Sites”), including but not limited to Twitter, Telegram and partners or sponsors of the Company. We provide such links as a convenience to You. We do not review, approve, endorse or make any representations about such Third-Party Sites, the companies or persons who own and operate them, or any information, software or other products and services made available through such Third-Party Sites, or any results that may be obtained from using them. If You decide to access any such Third-Party Sites linked to the website, You are solely responsible for your activities conducted in connection with such Third-Party Sites. Your use of Third-Party Sites is subject to the terms of use and privacy policies located on the Third-Party Sites which may be different from this Agreement or our Privacy Policy and, therefore, We recommend that You review such Third-Party Sites’ privacy policies.

 

12 Disclaimer of Warranties; No Obligation of Program Entities; and Content.

 

12.1 Disclaimer.

 

The Company cannot and does not represent or warrant that the website, or the content therein, will be accurate, error-free, uninterrupted, free from unauthorized access (including third-party hackers or denial of service attacks), or otherwise meet Your requirements.

 

THE WEBSITE AND CONTENT ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. THE COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE “COMPANY PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE WEBSITE OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR CONTENT WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE USE OF THE WEBSITE OR CONTENT IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS OR OTHERWISE. YOUR USE OF THE WEBSITE, CONTENT OR WEBSITE IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE OR CONTENT.

 

12.2 No Obligation of Program Entities

 

You acknowledges that third parties may submit information to Us separate from the Competition that may contain information, ideas, concepts, and approaches similar to, or the same as, those You submit or submitted to the Competition, and that We may already be working on information, ideas, concepts, and approaches similar to, or the same as, those You submit or submitted to the Competition. By entering, You acknowledge and agree that Our 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 Your entry for the Competition, will not create any liability of any kind to Us or others involved in the Competition. You also acknowledge and agree that participation in the Competition, receipt of a prize and/or designation as a semi-finalist, finalist, or winner does not create any obligation on the part of Us to promote, use in any way, or to take any further action regarding the Your entry, submission materials or presentation content or Your involvement in the Competition apart from this Agreement.

 

12.3 Our Content

 

Any content posted on Our website or sent to Users is published as of its stated date or, if no date is stated, the date of first posting. The Company has undertaken any duty to update any such information.

 

The Company does not prepare, edit, or endorse content or links from any third-party sources (“Third Party Content”). The Company does not guarantee the accuracy, timeliness, completeness or usefulness of Third Party Content, and is not responsible or liable for any content, advertising, products, or other materials on or available from third party sites.

 

You will not hold Us liable in any way for (a) any inaccuracy of, error or delay in, or omission of the content; or (b) any loss or damage arising from or in connection with i) an error or delay in the transmission of such content; ii) interruption in any such Content due either to any negligent act or omission by any party to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), or iii) to any other cause beyond the reasonable control of the Company, or iv) non-performance.

 

Content is provided exclusively for personal and noncommercial access and use. No part of content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without the Company’s express prior written consent.

 

The Content and website shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal.

 

13. Limitation of Liability.

 

YOU (ON BEHALF OF YOUR STARTUP, ITS EMPLOYEES, TEAM MEMBERS AND ANY OTHER REPRESENTATIVES), AGREE 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 COMPETITION, 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.

 

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

 

13.1 Indemnification

 

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US (AND CONTEST JUDGES, AND ANY OTHER PERSONS ADMINISTERING THE COMPETITION) AND EACH OF OUR EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, AFFILIATES, DIRECTORS, OFFICERS, MANAGERS, SHAREHOLDERS, PARTNERS, INVESTORS, GENERAL PARTNERS, LIMITED PARTNERS, CONTRACTORS, ADVISORS, SERVICE PROVIDERS, VENDORS, SPONSORS, AND ANY OTHER ASSOCIATED ENTITIES (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 THIS AGREEMENT 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.​

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14. Choice of Law; Dispute Resolution; Class Action Waiver

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4.1 Choice of Law

 

The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California without regards to its conflicts of laws principles.

 

14.2 Dispute Resolution/Acknowledgment of, and Agreement to, Arbitration

 

Except as prohibited by law, any dispute or controversy regarding the enforcement or interpretation of this Agreement will be resolved through binding arbitration under the Consumer Arbitration Rules of the American Arbitration Association in Santa Clara County, California.  THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES THEY ARE WAIVING ANY RIGHT THEY MIGHT OTHERWISE HAVE TO A JURY TRIAL.  This arbitration provision is not intended to modify or limit the right of the parties to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration.

 

14.3 Class Action Waiver

 

Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Neither You nor Company has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim.

 

15. Entire Agreement

 

This Agreement and any other terms or privacy policies referenced herein, is the entire agreement between You and the Company and supersedes any prior agreement or understanding regarding anything connected to that subject matter.

 

By entering the Competition, You agree that this Agreement is the controlling rules for the Competition and You agree to be bound exclusively by this Agreement.

 

We are 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 Competition.

 

If, for any reason, the Competition cannot proceed as planned due to factors that, in our sole discretion, may affect the administration, security, fairness, integrity, or proper conduct of the Competition (or any part of it), the We reserve the right to cancel, terminate, modify, or suspend the Competition (or any part of it). In such an event, We will have no further obligation to You.

 

We also reserve the right in its sole discretion to disqualify You or other individuals associated with you, if you are found to be: (a) tampering or attempting to tamper with the entry process or the operation of the Competition, or any website maintained or operated by Us; (b) using any robotic, macro, automatic programmed or like type of entry methods; (c) violating this Agreement; or (d) engaging in unethical, inappropriate or disruptive action or conduct, or taking any action inconsistent with this Agreement, the fairness of the Competition and Our reputation.

 

15.1 Amendment; Modification

 

Company may add to, change or remove any part of the website, including, without limitation, any content, at any time without prior notice to You. We also reserve the right to modify this Agreement at any time. When We make changes to the Agreement, We will revise the “Last updated” date at the top of the Agreement and We may notify You of the changes by prominently posting a notice of such changes on the website. We encourage You to review this Agreement whenever You visit the website. By continuing to access and use the website after any such changes have been posted, You are indicating your acceptance of such changes, even if You have not reviewed the changes.

 

15.2 Electronic Communications

 

Whenever You visit our website or send emails to Us, You are communicating with Us electronically. For that reason, You also consent to receive communications from Us electronically. We may communicate with you by email (if you have provided your email address to Us), by posting notices on our website or by such other means as We may determine from time-to-time.  You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing to the extent permitted by applicable law.

 

15.3 Waiver

 

Any failure to enforce any terms of this Agreement will not constitute a waiver of that provision or bar Us from enforcing that term subsequently in connection with the Competition. The headings in this Agreement are inserted for convenience and identification only, and are not intended to describe, interpret, define or limit the scope or intent of this Agreement for the Competition. By submitting an entry, You waive any right you may have to claim ambiguity of this Agreement or any advantage or any impact on interpretation of this Agreement that may arise from any such ambiguity claim. This Agreement will be construed by Us in our sole discretion, Our decisions will be binding and final.

 

15. 4 Severability

 

If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.

 

15.5 Assignment

 

You may not assign or otherwise transfer your rights, or delegate your performance, under this Agreement to a third-party without Company’s prior written consent. Company may assign or transfer its rights or delegate any performance under this Agreement to any third-party in its sole discretion.