Force.com Challenge Official Rules

Sponsored by Emergence Capital Partners (“ Sponsor ”)
By participating in the Force.com Challenge Competition (the “ Competition ”), clicking on the “I AGREE” Button, submitting a Business Plan (as defined below) or using the registration site located at http://developer.force.com/challenge (the  “ Site ”), each entrant agrees to be bound by these Official Rules. IF YOU, AS AN ENTRANT, DO NOT ACCEPT THESE OFFICIAL RULES IN THEIR ENTIRETY, YOU MAY NOT PARTICIPATE IN THE COMPETITION, SUBMIT A BUSINESS PLAN OR ACCESS OR USE THE SITE.  If you agree to these OFFICIAL RULES on behalf of a business, you represent and warrant that you have the authority to bind that business to these OFFICIAL RULES and your agreement to these OFFICIAL RULES will be treated as the Agreement of the business.  In that event, “ENTRANT” “you” and “your” refer herein to that business .

We urge you to carefully read the terms and conditions of these Official Rules and all policies referenced herein or elsewhere on the Site which are incorporated herein by reference and form part of these Official Rules. 

While all project descriptions will be reviewed, Submission of a Business Plan does not obligate Sponsor to review or consider such Business Plan in the Competition or for any other purpose.  To have a viable competition, a minimum of twenty (20) qualified Business Plans from separate eligible entrants must be submitted to Sponsor during the Entry Period (as defined below) (the “Entry Threshold”).  If the Entry Threshold is not reached, Sponsor, in its sole discretion, may terminate the Competition.

Registrants and entrants may be eligible to receive financing from Sponsor prior to the selection of a winner. The receipt of a loan from Sponsor is solely in Sponsor’s discretion and does not invalidate a recipient’s entry into the Competition or the applicability of the evaluation factors stated in these Official Rules.

  1. ELIGIBILITY.  The Competition is open to individuals or sole proprietors who are legal residents of the fifty (50) United States or the District of Columbia who are age eighteen (18) or older, or privately held businesses that are legally domiciled in the fifty (50) United States or the District of Columbia, who have registered and created an account as described in Section 2.  Awards will be granted in the name of the individual or business that entered.  Employees of Sponsor and Salesforce.com and either entity’s respective parent companies, affiliates, subsidiaries, advertising, promotion and fulfillment agencies, and such employees’ immediate family members and persons living in their same household, are not eligible to participate in the Competition.
  2. REGISTRATION.  The registration period begins at 12:00 A.M. (PST) on January 17, 2008 and ends at 11:59 P.M. (PST) on August 1, 2008 (the “ Registration Period ”).  To register, log onto http://www.salesforce.com/challenge (“ Force.com Challenge Website”) during the Registration Period and complete the registration form. Registration and creation of an account does not constitute entry into the Competition.  Representatives of Sponsor or Salesforce.com may contact any individuals or entities that register and set up an account.  If a registrant does not respond to correspondence from either entity within two (2) business days of the date of such correspondence, such registration may be deemed void by Sponsor and such registrant may be deemed ineligible to enter the Competition.
  3. HOW TO ENTER:

Each Business Plan submitted must be the original creation of the entrant.  Entries that do not meet the requirements set forth in these Official Rules may be disqualified at Sponsor's sole discretion.  More than one Business Plan may be submitted by an entrant.  However, no more than one entry per entrant will be eligible to receive an award.  Entrants are responsible for all costs associated with preparing and submitting a Business Plan, including development of Applications and building and testing prototypes.  All Business Plans that infringe or misappropriate any intellectual property of any other person, or that violate any local, state or federal laws or entrant's employer's policies, will be deemed ineligible.  Salesforce.com's servers and clock shall be deemed the official clock for the Competition and the entrant's proof of submission does not constitute proof of receipt by Sponsor.  Sponsor is not responsible for lost, misdirected, late, illegible, incomplete or unintelligible entries, or for inaccurate entry information, whether caused by the entrant or by any of the equipment or programming associated with or utilized in this Competition, or by any technical or human errors that may occur in submitting, receiving or processing entries.  Entries will not be returned to the entrants.

  1. JUDGING :  All qualified entries will be judged by Sponsor and its affiliates.  Sponsor will select three (3) finalists (the " Finalists ") based on the following criteria, which will be equally weighted (“ Evaluation Factors ”):

(a)  Use, implementation and integration of the Force.com Platform and how effectively the Application meets the need in the marketplace
(b)  Likelihood of long-term company success;
(c)  Team;
(d)  Customer success with the Application, based on or feedback from customers;
(e)  Financial plan;
(f)   Market size and likelihood of becoming the market leader; and
(g)  Current or potential competition. 


The Evaluation Factors are to be weighted by Sponsor in its sole discretion.
On October 1, 2008, the Finalists will be notified by e-mail and/or phone.  In order to proceed to the final round, the Finalists must notify Sponsor of their willingness to proceed to the final round within two (2) business days of notification and satisfy other eligibility requirements described in these Official Rules.  If a Finalist does not timely satisfy any eligibility requirements, an alternate will be selected. 
Final Round.  The final round will take place in the first two weeks of October 2008 at Sponsor’s offices located in San Mateo, California.  All costs related to participation in the final round including but not limited to travel expenses will be the responsibility of the Finalist.  Each Finalist must be present in person at the final round for at least one and one-half (1.5) days on the dates and times to be set at Sponsor’s sole discretion. The Finalist must prepare a thirty to sixty (30-60) minute presentation and present such presentation to Sponsor during which the entrant will (i) present the Business Plan and (ii) demonstrate the application. Each presentation will be followed by up to thirty (30) minutes of Q&A by Sponsor on the day of the presentation.  Thereafter, the finalists will participate in a due diligence process the scope of which will be determined in the sole discretion of Sponsor.
The Finalists’ entries will be judged on the following judging criteria, which will be equally weighted:

(a) the Evaluation Factors;
(b) the presentation; and
(c) the results of the due diligence.


The winner and runners up will be notified by e-mail within seven to ten (7-10) business days of the determination of Sponsor but prior to October 28, 2008.  All decisions of Sponsor are final.


5.   WINNING ENTRIES.  The following awards will be granted:

(a)        One (1) winner will receive:

  • An opportunity to negotiate with  Sponsor in good faith for a potential investment of $1 million or more resulting in Sponsor’s holding at least twenty percent (20%) of the winner's (or winner's company's) equity on a fully diluted basis.If the parties are unable to agree to a term sheet prior to October 28, 2008, the winner will receive (i) twenty five thousand dollars ($25,000) (USD); and (ii) 4 hours of business consultation from Sponsor (to be provided in the format as determined by Sponsor in its sole discretion);
  • The opportunity to make an onstage presentation at Dreamforce 2008;
  • The opportunity to issue a joint press release for Dreamforce 2008 with Sponsor and Salesforce.com;
  • 4 hours of Salesforce.com technical consultation within thirty (30) days of Dreamforce 2008’s start date (to be provided in the format as determined by Salesforce.com in its sole discretion);
  • 4 hours of presentation and public relations consultation from a Salesforce.com marketing professional (to be provided in the format as determined by Salesforce.com in its sole discretion);
  • One Full-Access Conference Pass to Dreamforce 2008;
  • A cube in the Salesforce.com AppExchange Incubator program for twelve (12) months; and
  • A go-to-market plan with Salesforce.com in accordance with the Salesforce.com AppExchange Partner Program.

(b)        The two other Finalists will receive the following:

  • 4 hours of Salesforce.com technical consultation within thirty (30) days of Dreamforce 2008’s start date (to be provided in the format as determined by Salesforce.com in its sole discretion);
  • Thirty (30) minutes of PR preparation from Salesforce.com (to be provided in the timeframe and format as determined by Saleforce.com in its sole discretion);
  • One Full-Access Conference Pass to Dreamforce 2008; and
  • Introduction to members of the “AppExchange Venture Network”. The format of such introduction to be determined by Sponsor in its sole discretion.
All awards will be granted, provided that the Entry Threshold is reached.  All costs related to a winner’s or runner-up’s attendance of Dreamforce 2008 are the responsibility of such party.  ALL TAXES ARE THE SOLE RESPONSIBILITY OF THE WINNERS.
  1. AFFIDAVIT AND RELEASE. Finalists will be required to sign and return an Affidavit of Eligibility, a Liability/Publicity Release, and provide any additional tax filing information (such as a W-9, social security number or Federal tax ID number) within two (2) business days following the date of first attempted notification. Failure to comply with these deadlines may result in forfeiture of the award.  If a selected Finalist cannot be contacted, is ineligible, fails to claim an award and/or where applicable an Affidavit of Eligibility or Liability/Publicity Release are not timely received, are incomplete or modified, the award may be forfeited and an alternate winner will be selected from remaining valid, eligible entries timely submitted.

     

  1. ADDITIONAL CONDITIONS.  Sponsor may request additional information from the entrants as may be necessary to judge the Business Plans, and the entrants must respond to any requests for additional information within two (2) business days from the time the request is made.  Finalists and winners from any round of the Competition may forfeit awards and/or opportunities to proceed in Competition if (i) Sponsor is unable to contact him or her within two (2) business days of first attempted notification, or (ii) the entrant fails to respond within two (2) business days of notification. Sponsor reserves the right to substitute awards for an item of equal or greater value. Awards are granted without warranty of any kind from Sponsor or Salesforce.com, express or implied, without limitation.  All applicable federal, state and local laws and regulations apply. The entrants agree to be bound by these Official Rules and by the decisions of Sponsor, which are final and binding on all matters pertaining to the Competition.  Acceptance of awards by winners constitutes permission for Sponsor, Salesforce.com and their agencies to use winners' names and/or likenesses for advertising and promotional purposes without additional compensation, unless prohibited by law. By participating in the Competition, each entrant agrees to release, indemnify, defend and hold Sponsor, Salesforce.com and their parents, affiliates, subsidiaries, directors, officers, employees, sponsors and agents, including advertising and promotion agencies, and assigns, and any other organizations related to the Competition, harmless from any and all claims, injuries, damages, expenses or losses to person or property and/or liabilities of any nature that in any way arise from participation in this Competition or acceptance or use of an award or parts thereof, including without limitation (i) any condition caused by events beyond Sponsor’s or Salesforce.com’s control that may cause the Competition to be disrupted or corrupted; (ii) any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of the award, or acceptance, possession, or use of the award, or from participation in the Competition; and (iii) any printing or typographical errors in any materials associated with the Competition.

In no event will SPONSOR OR SALESFORCE.COM be liable to AN ENTRANT for any direct, special, incidental, exemplary, punitive or consequential damages (including loss of use, data, business or profits) arising out of or in connection with participation in the Contest, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not SPONSOR OR SALESFORCE.COM HAS been advised of the possibility of such loss or damage.
 

  1. TREATMENT OF BUSINESS PLANS.  By participating in the Competition, each entrant warrants that it has the authority as sole owner of its Business Plan to provide it to Sponsor, and that its Business Plan and any other materials or information provided by it in connection with the Competition (" Entry Materials ") do not infringe or misappropriate any intellectual or other property right of any other person or entity, including any patent or trade secret.  By submitting an entry, each entrant grants Sponsor, Salesforce.com and the affiliates of either entity the right to use all or a portion of the Entry Materials in connection with the Competition.  Sponsor, Salesforce.com or the affiliates of either entity will not distribute the Entry Materials to third parties except for entrant’s name in any promotional materials.  Entrant hereby agrees not to instigate, support, maintain or authorize any action, claim or lawsuit against the Sponsor, Salesforce.com or the affiliates of either entity, on the grounds that any use of the Entry Materials as provided herein, infringes any of entrant’s rights as creator of the Entry Materials, including, without limitation, trademark rights, copyrights and moral rights.  Nothing herein shall constitute an employment, joint venture, or partnership relationship between entrant and Sponsor or Salesforce.com.  The entrants, by these Official Rules, do not grant any other rights to Sponsor, Salesforce.com or either entities affiliates under existing or future copyrights or patents.  The entrant acknowledges that Sponsor, Salesforce.com or the affiliates of either entity may currently or in the future be developing information internally, or receiving information from other parties, that is similar to Entry Materials.  Nothing in these Official Rules will be construed as a representation or agreement that Sponsor, Salesforce.com or the affiliates of either entity will not develop or have developed products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in any Entry Materials.

  2. CONFIDENTIALITY.  During the Entry Period and for six (6) months thereafter, all entrants will maintain all information obtained from communications with Sponsor or Salesforce.com (“ Confidential Information ”) in strict confidence and will not disclose any Confidential Information to any third party. Each entrant understands that its Entry Materials are not Confidential Information and Sponsor and Saleforce.com are under no obligation to treat them as such.   Entrants will not use Confidential Information except as necessary to submit a Business Plan. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public other than as a result of an entrant’s breach of these Official Rules; (ii) is rightfully known by an entrant at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed by entrant, without access to or use of any Confidential Information; or (iv) is rightfully obtained by entrant from a third party, who has the right to disclose it and who discloses it without restrictions on use or disclosure. 

  3. GENERAL.  Neither Sponsor nor Salesforce.com is responsible for transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by Sponsor on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof.  Neither Sponsor nor Salesforce.com is responsible for injury or damage to any entrant's or any other computer resulting from downloading any materials in connection with the Competition.  If for any reason the Competition is not capable of running as planned, including failure to reach the Entry Threshold, unforeseen changes in business conditions, failure by Saleforce.com to provide necessary information and support to entrants or to create the requisite websites and applications for management of or participation in the Competition, inability to announce the Competition at Dreamforce 2008, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Competition, Sponsor reserves the right at its sole discretion to change these Official Rules or cancel, terminate, modify or suspend the Competition.  Sponsor further reserves the right to disqualify any individual found to be tampering with the entry process or the operation of the Competition or Website; to be acting in violation of these Official Rules; or to be acting in a disruptive manner or with intent to annoy, abuse, threaten, or harass any other person.  These Official Rules are governed by the law of the State of California, without reference to rules governing choice of laws.  Any action, suit or case arising out of, or in connection with, the Competition or these Official Rules must be brought in either the federal courts located in the Northern district of California or the state courts located in San Francisco County, California.

  4. PERSONAL Information.     The personal information submitted by entrants will be shared between Sponsor, Salesforce.com and the affiliates of either entity and  used for the purposes described in these Official Rules, and will otherwise be handled in accordance with the Salesforce.com Privacy Statement located at http://www.salesforce.com/company/privacy.jsp.

  5. WINNERS' LIST.  The winners’ list will be available at http://www.salesforce.com.

  6. SPONSOR ADDRESS.  160 Bovet Road, Suite 300, San Mateo, CA 94402