@appathon II Terms & Conditions

The @ Company is planning and sponsoring events that will take place between February 1, 2021 to May 31, 2021 (the Term). The @ Company, and other companies and potentially other investors will sponsor the @ppathon. 

Participation in these events require that the participants (Participants) accept the Terms and Conditions of this Agreement and the attached Application Developer Agreement:

Events: The events are open to participants worldwide, but event activities, presentations and the majority of communication will take place between 9:00 to 11:00 am, Pacific Time.

The Purpose of the Contest: The goal of the @ppathon contest is to develop applications (Applications/App or Apps) that have been approved by the contest Judges. The Application must be built on the @protocol.

Building and owning the IP of the Application will allow the Team to generate royalty revenue from licensing the Application. This could be a basis for the Team to form a viable startup business/entity.

The @ppathon schedule is posted, but The @ Company has the right to adjust or change dates of events  if needed.

Entry Fee: There is no entry fee.

Eligibility: The contest is open to individuals who are at least eighteen years old. Employees, consultants and contractors of Sponsor and their respective parent companies, affiliates, and subsidiaries are not eligible to participate in the Contest.

Application to Compete: To participate in the Contest, a Team application with a minimum of two and a maximum of five participants (the “Team”) must be made by the Event due date. 

Up to twelve teams will be selected to participate in the @ppathon II to learn about the @protocol, during that period you are encouraged to start developing your pitch and coding your Application.  After the @protocol education there will be a practice pitch and final pitch by the Team in which Teams demo highlighting features and functionality on the @protocol to the @ Company judges.  

You will have to present to the judges an original project/prototype of your Application during a time window defined at the event. All work on your Pitch/App Demo/Application must be completed by the due date agreed for the Event. Judges will only consider Pitch/App Demos/Applications developed by registered Teams. All components of each Application must be submitted in accordance with these Official Rules.

You may compete in one (1) Application at each Event. An Eligible Team must be the sole owner of the Application submitted.  

The eligibility of a Team requires the eligibility of all Participants. If any member of a Team does not comply with these Terms and Conditions or is disqualified the whole Team will be disqualified

The @ Company reserves the right, at its sole discretion and without limitation, to disqualify any pitch/app demo that the @ Company deems inappropriate, objectionable and/or inconsistent with the positive image and/or good will of the @ Company.

The @ Company and all participants acknowledge and agree that all pitch/App demo materials are the intellectual property of the Team.  It is also acknowledged that materials submitted in connection with this competition are submitted on a non-confidential basis.

Scoring of Pitch and @sign App Demo: An employee, contractor, or investor of The @ Company, or any other person or entity deemed appropriate by The @ Company, will be responsible for judging (the “Judge”) Startup Pitch and @sign Demos (the “Pitch/Demo”).

The Ptich/Demo will be judged according to the following criteria:

  1. Confidence that the team can complete the development and testing of their App (20%)
  2. Likelihood of the App’s ability to “go viral” in the consumer market (20%)
  3. The App’s creative use of the @protocol benefits (20%)
  4. UI sophistication in aligning with the @protocol (20%)
  5. IP differentiation, ability to disrupt the market (20%)

The Pitch/Demo that earns the highest overall score on Final Demo Day, will win. Up to three teams will be selected. The decisions of the Judges will be final. Each Participant or team must be available during the Event’s judging period to demonstrate the Participant’s or team’s Pitch/Demo. The judging period may be extended by Sponsor for any length of time, at Sponsor’ discretion. 

Ownership of Applications: The @ Company and all participants acknowledge and agree that all pitch Application and demo materials are the intellectual property of the Team.  It is also acknowledged that materials submitted in connection with this competition are submitted on a non-confidential basis.

Prizes and Awards: Up to three teams will be chosen as winners.  Each Team will receive a prize as noted on the Appathon website as well as six weeks of incubation mentoring from the @ Company.  If there is more than one track in the @ppathon, winners from each track will be combined in the mentorship.

Winners will be notified within four days of conclusion of each Event and may be required to sign and return an affidavit of eligibility and publicity/liability release within seven (7) days of notification and if applicable will be issued a W-9 or W-8BEN tax form. 

Tracks: @ppathon II is forecased to have two tracks. Each track is forecasted to have between 20-30 teams submiting.  Each track will have up to 12 teams selected for the @ppathon and up to 3 teams selected for the prize and mentorship. The @ Company reserves the right to add additional tracks if more than 30 teams submit.

Also, The @ Company is committed to equal odds of winning the prizes in each Track, however, the number of teams submitting in each track may end up being different.  And, although the @ Company has committed to equal prizes in each track, some Tracks may offer additional sponsorship above the @ Company and prizes that other tracks do not have.  

Publicity: Except where prohibited, by participating in the Contest, Participant consents to the use of his/her name, photo and/or likeness, biographical information, entry and statements attributed to Participant (if true) for advertising and promotional purposes, including without limitation, inclusion in Sponsor’ newsletters, Sponsor’ websites, and any of the Sponsor’ social media accounts or outlets without additional compensation.

General: The Contest is subject to federal, state, and local laws and regulations. The Contest is offered by Sponsors, who are not responsible for (i) late, lost, damaged, incomplete, or misdirected Applications, responses, or other correspondence, whether by e- mail or postal mail or otherwise; (ii) theft, destruction, unauthorized access to or alterations of Applications; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties.

 

THE @ COMPANY
APPLICATION DEVELOPER AGREEMENT

This Agreement is entered into in Santa Clara County, California as of _______, 2021__ by and between The @Company, (“Company”), a Delaware corporation with an address of 1900 Camden Avenue, San Jose, CA 95124 and __________ (“App Developer”), an independent Developer with an address of____________ ________.  Company desires to retain App Developer as an independent contractor to perform certain services for Company, and App Developer is willing to perform such services, on the basis set forth more fully below.  In consideration of the mutual promises contained herein, Company and App Developer hereby agree as follows:

  1. Services. App Developer agrees to perform the services described in Exhibit A (the “Services”), attached hereto and incorporated herein by this reference, in a workmanlike manner.
  2. Payment for Services. Company shall pay App Developer the fee as set forth in Exhibit A for the performance of the Services.
  3. Term. This Agreement shall commence on the date first written above and, unless terminated as provided in Paragraph 10 below, shall remain in force until all obligations contained herein have been fulfilled.
  4. Relationship of the Parties. App Developer shall perform the Services as agreed with the Company. App Developer shall determine the manner and means by which the Services are accomplished, subject to the express condition that App Developer shall at all times comply with the terms and conditions of this Agreement and applicable law. App Developer agrees that it will not seek any recovery from Company of benefits under any Worker’s Compensation laws. App Developer is an independent contractor and neither App Developer nor App Developer’s employees and agents are agents, employees servants, partners, joint ventures or franchisees of Company, and have no authority whatsoever to bind Company by contract or otherwise.
  5. Employment Taxes and Benefits. App Developer acknowledges and agrees that it shall be the obligation of App Developer to report as income all compensation received by App Developer pursuant to this Agreement and App Developer agrees to indemnify Company and hold it harmless to the extent of any obligation imposed on Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items, including interest and penalties thereon, in connection with any payments made to App Developer by Company pursuant to this Agreement.
  6. Warranty of Originality. App Developer warrants that its work pursuant to this Agreement is original and is not derived from any other source whatsoever other than specifications provided by Company. In the performance of the Services, App Developer will not use any confidential, proprietary, or trade secret information which it has learned in prior employment or prior projects for other clients. App Developer shall indemnify and hold Company, Company’s distributors and end users of Company products harmless from and against any claim that the performance of the Services by App Developer infringed a third-party right.
  7. Pre-existing Obligations. App Developer represents and warrants that neither App Developer nor its employees or agents, if any, is under any pre-existing obligations inconsistent with the provisions of this Agreement
  8. Designs and Materials. All designs, discoveries, products, procedures, processes, formulas, knowhow, techniques, improvements, developments, drawings, notes, documents, information, and material hereafter (“Designs and Materials”) made, conceived, or developed by App Developer in the performance of the Services, shall be the sole property of App Developer. The right of reproduction of all Designs and Materials is expressly retained by App Developer.
  9. Confidentiality. App Developer agrees that, in performing the Services hereunder App Developer will be exposed to certain confidential information (“Confidential Information”). Except as otherwise provided herein all information disclosed to App Developer by Company in connection with the performance of the Services shall be considered Confidential Information, including but not limited to: information concerning the Services performed hereunder, Company’s current and future product, processes, marketing plans, business plans, financial information, and system infrastructure. App Developer agrees to take all responsible steps to ensure that such Confidential Information is not disclosed or duplicated in whole or in part for the use of others and agrees to keep such Confidential Information completely confidential and to refrain from disclosing such information, except to its employees who also agree in writing to keep such information confidential. This prohibition on disclosure shall not apply to any information:

    (i) which is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party

    (ii) which App Developer can document was previously known to it prior to the time it was disclosed to or learned by App Developer,

    (iii) was independently developed by the App Developer without breach of any obligation owed to the Company

    (iv) lawfully received by App Developer from a third party who was not under an obligation of confidentiality,

  1. Termination. This Agreement shall terminate upon the occurrence of any of the following:
    1. The liquidation, dissolution, or cessation of the business of the Company;
    2. Termination by Company for App Developer’s breach of this Agreement which breach continues for a period of five (5) days following App Developer’s receipt of detailed written notice thereof from Company;
    3. Termination by App Developer for Company’s breach of this Agreement which breach continues for a period of five (5) days following Company’s receipt of detailed written notice thereof from App Developer; or
    4. Termination as provided in Exhibit A.
    5. By mutual agreement.
  1. Effect of Termination. Upon the termination of this Agreement for any reason, Company shall promptly pay App Developer any amounts due under this Agreement upon delivery to Company from App Developer of all Deliverables and Designs and Materials in App Developer’s possession or control. Except as otherwise stated herein, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination. App Developer shall continue to abide by the restrictions and obligations imposed in Paragraphs 6 through 10, 12 and 13 hereof. 

  1. Equitable Relief. Because the Services are personal and unique and because App Developer shall have access to and become acquainted with the Confidential Information of Company, App Developer agrees that Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that Company may have for a breach of this Agreement.
  2. Dispute Resolution. We pride ourselves on maintaining good working relationships with our App Developers. If you become dissatisfied with any aspect of our relationship, we encourage you to bring that to our attention immediately. It is our belief that most problems can be resolved by a frank and good faith discussion between us. In the unlikely event further resolution were required, we propose to agree in advance to resolve any such disputes through the less formal and more expeditious process of arbitration. The dispute shall be submitted to a mutually agreed upon member of the American Arbitration Association.Examples of the types of disputes which, although unlikely, could possibly develop between us are claims for unpaid fees and expenses, negligence, breach of contract, breach of fiduciary duty, fraud, any claim based on a statute, and likewise any defense or counterclaims.

    Arbitration will be conducted in accordance with Part III, Title 9 of the California Code of Civil Procedure entitled “Arbitration.” Any disagreement will be submitted to a mutually agreed upon neutral retired judge or justice who will make a final and binding decision about the outcome of the dispute, which neither of us will be able to appeal.

    Accordingly, it is agreed between you and the Company that any dispute which cannot be resolved amicably shall be resolved exclusively through binding arbitration as outlined above. Of course, you should carefully consider this provision and, to the extent you feel it necessary, seek the advice of an independent attorney before agreeing to it

  3. Miscellaneous.
    1. This Agreement is the exclusive agreement between the parties with respect to its subject matter and as of its date supersedes all prior agreements negotiations, representations, and proposals written or oral, related to its subject matter. Its terms cannot be modified, supplemented, or rescinded except by an agreement in writing signed by both parties. Neither party shall be bound by nor liable to the other party for any representation, promise, or inducement made by any of such party’s agents or employees which is not embodied in this Agreement. In the event of any discrepancy or inconsistency between this Agreement and any other form used by either party in connection herewith, the terms of this Agreement shall govern.
    2. If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby.
    3. No waiver of any breach of this Agreement shall constitute a waiver of any other breach, whether of the same or any other covenant, term, or condition. The subsequent performance of any of the terms covenants, or conditions of this Agreement shall not constitute a waiver of any preceding breach, regardless of the other party’s knowledge of the preceding breach at the time of subsequent performance, nor shall any delay or omission of either party’s exercise of any right arising from any such default affect or impair the parties’ rights as to the same or future default.
    4. This Agreement was entered into and is to be performed in the State of California; therefore, the interpretation and performance of this Agreement shall be in accordance with the laws of the State of California. Any suit to interpret or enforce this Agreement must be brought in state or federal court in Santa Clara County, California.
    5. The captions inserted herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the intent of any provisions thereof.
    6. Whenever notice is required to be given under the terms of this Agreement, it shall be in writing and shall be personally delivered or mailed, certified mail return receipt requested addressed as set forth on Page 1 of this Agreement to the party to receive such notice. Any change of address of either party shall be effective upon receipt of written notice of such change by the opposite party.
    7. By executing this Agreement the signatory for each party represents that it is duly authorized to execute this Agreement on behalf of such party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.